Form 8-K HCP, INC. For: Feb 13
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 13, 2018
Date of Report (Date of earliest event reported)
HCP, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 001-08895 | 33-0091377 | ||
(State of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||
1920 Main Street, Suite 1200
Irvine, CA 92614
(Address of principal executive offices) (Zip Code)
(949) 407-0700
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). o
Emerging growth company o
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. o
Item 2.02 Results of Operations and Financial Condition.
On February 13, 2018, HCP, Inc., a Maryland corporation (“HCP”), issued a press release setting forth its financial results for the quarter and year ended December 31, 2017. The press release refers to the Discussion and Reconciliation of Non-GAAP Financial Measures, which is available in the Investor Relations Section of HCP’s website, free of charge, at www.hcpi.com. The press release and Discussion and Reconciliation of Non-GAAP Financial Measures are furnished herewith as Exhibits 99.1 and 99.3, respectively, and are incorporated by reference herein.
The information set forth in this Item 2.02 of this Current Report on Form 8-K and the related information in Exhibits 99.1 and 99.3 attached hereto are being furnished herewith, and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing with, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference therein.
Item 7.01 Regulation FD Disclosure.
A supplemental report containing financial results and related information of HCP for the quarter and year ended December 31, 2017 is filed as Exhibit 99.2 hereto and incorporated by reference herein. The supplemental report is also available in the Investor Relations Section of HCP’s website, free of charge, at www.hcpi.com.
The information set forth in this Item 7.01 of this Current Report on Form 8-K and the related information in Exhibit 99.2 attached hereto is being furnished herewith, and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing with, the Securities and Exchange Commission under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
No. | Description | |
99.1 | Press Release dated February 13, 2018. | |
99.2 | December 31, 2017, Supplemental Report. | |
99.3 | December 31, 2017, Discussion and Reconciliation of Non-GAAP Financial Measures. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 13, 2018 | ||
HCP, Inc. | ||
(Registrant) | ||
By: | /s/ Peter A. Scott | |
Peter A. Scott | ||
Executive Vice President and Chief Financial Officer | ||
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EXHIBIT INDEX
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Exhibit 99.1

HCP Announces Results for the Fourth Quarter and Year Ended 2017
IRVINE, CA, February 13, 2018 -- HCP (NYSE: HCP) announced results for the fourth quarter and full year ended December 31, 2017.
FOURTH QUARTER 2017 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS
– | Net loss, FFO and FFO as adjusted applicable to common shares were $(0.13), $0.11 and $0.48 per share, respectively |
– | Commenced Phase I of Sierra Point, our next major life science development in South San Francisco |
– | Entered into a $115 million participating development financing agreement for a high-rise senior living development in downtown Seattle |
– | Acquired an 11-asset portfolio of medical office buildings for $151 million |
– | Closed on the previously announced $228 million acquisition of the Hayden Research Campus in the Boston life science market |
– | As previously announced, closed on a new $2.0 billion unsecured revolving credit facility |
– | Recognized an $84 million impairment on our Tandem debt investment |
– | Announced Mike McKee to step down from his role as Executive Chairman and retire from HCP's Board of Directors at the upcoming Annual Meeting |
– | Named as a 2017 ENERGY STAR Partner of the Year for outstanding efforts to improve our properties' energy efficiency |
FULL YEAR 2017 HIGHLIGHTS
– | Net income, FFO and FFO as adjusted applicable to common shares were $0.88, $1.41 and $1.95 per share, respectively |
– | Achieved year-over-year Total SPP Cash NOI growth of 3.4% |
– | Significantly lowered our Brookdale Senior Living, Inc. ("Brookdale") tenant concentration with $1.6 billion of closed dispositions and entered into additional strategic transactions which, when combined, result in a more diversified senior housing operator portfolio, improved triple-net lease coverage, and a stronger balance sheet |
– | Closed $562 million of acquisitions, including our entry into the Boston life science market |
– | Enhanced our financial position with $1.4 billion of debt repayments |
– | Substantially exited our high-risk mezzanine debt investments, generating proceeds of $500 million |
– | Launched sales process for our remaining U.K. investments |
– | Executed 4.1 million square feet of leasing across our medical office and life science portfolios |
– | Recognized for our continued leadership and performance by several prominent Environmental, Social and Governance ("ESG") benchmarking institutions |
– | Enhanced corporate governance by opting out of provisions of the Maryland Unsolicited Takeover Act ("MUTA") and adopting majority-vote standard for stockholder bylaw amendments |
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FOURTH QUARTER COMPARISON
Three Months Ended December 31, 2017 | Three Months Ended December 31, 2016 | ||||||||||||||||||
(in thousands, except per share amounts) | Amount | Diluted Per Share | Amount | Diluted Per Share | Per Share Change | ||||||||||||||
Net income (loss)(1) | $ | (59,298 | ) | $ | (0.13 | ) | $ | 58,440 | $ | 0.12 | $ | (0.25 | ) | ||||||
FFO | $ | 52,884 | $ | 0.11 | $ | 162,264 | $ | 0.35 | $ | (0.24 | ) | ||||||||
Transaction-related items(2) | 60,100 | 0.13 | 62,016 | 0.13 | — | ||||||||||||||
Other impairments (recoveries), net(3) | 84,374 | 0.18 | — | — | 0.18 | ||||||||||||||
Severance and related charges | 1,111 | — | 2,501 | — | — | ||||||||||||||
Loss on debt extinguishments(4) | — | — | 46,020 | 0.10 | (0.10 | ) | |||||||||||||
Litigation costs(5) | 8,130 | 0.02 | 3,081 | 0.01 | 0.01 | ||||||||||||||
Casualty-related charges (recoveries), net | 2,039 | — | — | — | — | ||||||||||||||
Foreign currency remeasurement losses (gains) | (58 | ) | — | 318 | — | — | |||||||||||||
Tax rate legislation impact(6) | 17,028 | 0.04 | — | — | 0.04 | ||||||||||||||
FFO as adjusted | $ | 225,608 | $ | 0.48 | $ | 276,200 | $ | 0.59 | $ | (0.11 | ) | ||||||||
FFO as adjusted from QCP | — | — | (26,948 | ) | (0.06 | ) | 0.06 | ||||||||||||
Comparable FFO as adjusted(7) | $ | 225,608 | $ | 0.48 | $ | 249,252 | $ | 0.53 | $ | (0.05 | ) | ||||||||
FAD | $ | 182,603 | $ | 251,251 | |||||||||||||||
(1) | For the fourth quarter 2017 and 2016, net income includes net gain on sales of real estate of $0.07 per share and $0.14 per share (of which $0.04 per share is reflected in equity income from unconsolidated joint ventures), respectively. |
(2) | For the three months ended December 31, 2017, includes $55 million of net non-cash charges related to the right to terminate certain triple-net leases and management agreements in conjunction with the November 2017 Brookdale transaction. For the three months ended December 31, 2016, primarily relates to the spin-off (the "Spin-Off") of Quality Care Properties, Inc. (“QCP”). |
(3) | Represents the impairment on our Tandem Health Care mezzanine loan ("Tandem Mezzanine Loan"). |
(4) | Represents penalties of $46 million from the prepayment of $1.1 billion of senior unsecured notes and $108 million of mortgage debt using proceeds from the Spin-Off. |
(5) | For the three months ended December 31, 2017, primarily relates to a legal settlement. For the three months ended December 31, 2016, primarily relates to costs from securities class action litigation. |
(6) | Represents the remeasurement of deferred tax assets and liabilities as a result of the Tax Cuts and Jobs Act that was signed into legislation on December 22, 2017. |
(7) | Represents FFO as adjusted excluding FFO as adjusted from QCP and interest expense related to debt repaid using proceeds from the Spin-Off, assuming these transactions occurred at the beginning of the earliest period presented. Comparable FFO as adjusted allows management to evaluate the performance of our remaining real estate portfolio following the completion of the Spin-Off. |
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FULL YEAR COMPARISON
Year Ended December 31, 2017 | Year Ended December 31, 2016 | ||||||||||||||||||||
(in thousands, except per share amounts) | Amount | Diluted Per Share | Amount | Diluted Per Share | Per Share Change | ||||||||||||||||
Net income (loss)(1) | $ | 413,013 | $ | 0.88 | $ | 626,549 | $ | 1.34 | $ | (0.46 | ) | ||||||||||
FFO | $ | 661,113 | $ | 1.41 | $ | 1,119,153 | $ | 2.39 | $ | (0.98 | ) | ||||||||||
Transaction-related items(2) | 62,576 | 0.13 | 96,586 | 0.20 | (0.07 | ) | |||||||||||||||
Other impairments (recoveries), net(3) | 92,900 | 0.20 | — | — | 0.20 | ||||||||||||||||
Severance and related charges | 5,000 | 0.01 | 16,965 | 0.04 | (0.03 | ) | |||||||||||||||
Loss on debt extinguishments(4) | 54,227 | 0.11 | 46,020 | 0.10 | 0.01 | ||||||||||||||||
Litigation costs(5) | 15,637 | 0.03 | 3,081 | 0.01 | 0.02 | ||||||||||||||||
Casualty-related charges (recoveries), net | 10,964 | 0.02 | — | — | 0.02 | ||||||||||||||||
Foreign currency remeasurement losses (gains) | (1,043 | ) | — | 585 | — | — | |||||||||||||||
Tax rate legislation impact(6) | 17,028 | 0.04 | — | — | 0.04 | ||||||||||||||||
FFO as adjusted | 918,402 | $ | 1.95 | 1,282,390 | $ | 2.74 | $ | (0.79 | ) | ||||||||||||
FFO as adjusted from QCP | — | — | (328,341 | ) | (0.70 | ) | 918,402 | 0.70 | |||||||||||||
Comparable FFO as adjusted(7) | $ | 918,402 | $ | 1.95 | $ | 954,049 | $ | 2.04 | — | $ | (0.09 | ) | |||||||||
FAD | $ | 803,720 | $ | 1,215,696 | 918,402 | ||||||||||||||||
_______________________________________
(1) | 2017 net income includes net gain on sales of real estate of $0.76 per share and 2016 net income includes: (i) net gain on sales of real estate of $0.39 per share (of which $0.04 per share is reflected in equity income from unconsolidated joint ventures) and (ii) $0.04 per share of interest income from monetizing three senior housing development loans. |
(2) | For the year ended December 31, 2017, includes $55 million of net non-cash charges related to the right to terminate certain triple-net leases and management agreements in conjunction with the November 2017 Brookdale transaction. For the year ended December 31, 2016, primarily relates to the Spin-Off. |
(3) | Represents $144 million of impairments on our Tandem Mezzanine Loan throughout 2017, net of a $51 million impairment recovery upon the sale of our Four Seasons Notes in the first quarter of 2017. |
(4) | For the year ended December 31, 2017, represents the premium associated with the prepayment of $500 million of senior unsecured notes. For the year ended December 31, 2016, penalties of $46 million from the prepayment of $1.1 billion of senior unsecured notes and $108 million of mortgage debt using proceeds from the Spin-Off. |
(5) | For the year ended December 31, 2017, relates to costs from securities class action litigation and a legal settlement. For the year ended December 31, 2016, primarily relates to costs from securities class action litigation. |
(6) | Represents the remeasurement of deferred tax assets and liabilities as a result of the Tax Cuts and Jobs Act that was signed into legislation on December 22, 2017. |
(7) | Represents FFO as adjusted excluding FFO as adjusted from QCP and interest expense related to debt repaid using proceeds from the Spin-Off, assuming these transactions occurred at the beginning of the earliest period presented. Comparable FFO as adjusted allows management to evaluate the performance of our remaining real estate portfolio following the completion of the Spin-Off. |
FFO, FFO as adjusted, FAD, Comparable FFO as adjusted, and Total SPP NOI are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance of real estate investment trusts. See “December 31, 2017 Discussion and Reconciliation of Non-GAAP Financial Measures” for definitions, discussions of their uses and inherent limitations, and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP on the Investor Relations section of our website at http://ir.hcpi.com/financial-reconciliation.
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SAME PROPERTY PORTFOLIO OPERATING SUMMARY
The table below outlines the same property portfolio operating results for the quarter and full year:
Year-Over-Year Total SPP Cash NOI Growth(1) | ||||
Three Months | Full Year | |||
Senior housing triple-net | 2.6% | 5.6% | ||
Senior housing operating portfolio ("SHOP")(2) | (8.3)% | 0.2% | ||
Life science | 5.1% | 4.2% | ||
Medical office | 2.1% | 3.0% | ||
Other non-reportable segments ("Other")(3) | 1.5% | 1.2% | ||
Total Portfolio | 1.2% | 3.4% | ||
(1) | Total SPP Cash NOI represents SPP Cash NOI plus our pro rata share of Cash NOI from our unconsolidated joint ventures. See “December 31, 2017 Discussion and Reconciliation of Non-GAAP Financial Measures” for definition, discussion of its uses and inherent limitations, and reconciliation to the most directly comparable financial measures calculated and presented in accordance with GAAP on the Investor Relations section of our website at http://ir.hcpi.com/financial-reconciliation. |
(2) | The fourth quarter 2017 SHOP Total SPP Cash NOI growth rate was impacted by: (i) outsized volume purchase rebates recorded in the fourth quarter of 2016 (3.0%); (ii) a portfolio of recently acquired and transitioned assets entering the SPP pool in fourth quarter 2017 prior to reaching stabilized occupancy (2.8%); (iii) an increase in sales and marketing expenses in fourth quarter 2017 to catch up from lower spend during the first half of 2017 and to better position the portfolio for 2018 (2.3%); and (iv) under-accrual by an operator of a utility bill which was provisioned for in fourth quarter 2017 (1.0%). Adjusting for these items, normalized fourth quarter 2017 SHOP Total SPP Cash NOI growth would be 0.8%. |
(3) | Other primarily includes our hospitals and U.K. real estate investments. |
BROOKDALE TRANSACTIONS UPDATE
In December 2017, we closed on the acquisition of Brookdale’s 10% interest in the RIDEA III joint venture for $32 million. We anticipate closing on both the purchase of Brookdale’s 10% interest in the RIDEA I joint venture for $63 million and the sale of six assets to Brookdale for $275 million near the end of the first quarter 2018.
We continue to expect the sale of our remaining 40% interest in the RIDEA II joint venture to Columbia Pacific Advisors LLC ("CPA") for $332 million to close mid-2018.
In addition, we are in the process of selling or transitioning 36 senior housing operating properties and 32 triple-net leased communities currently operated by Brookdale.
Upon completion, these transactions will significantly reduce our Brookdale concentration, improve lease coverage of our remaining triple-net assets leased to Brookdale, increase tenant diversification in our portfolio, and enhance our balance sheet and credit profile.
DEVELOPMENTS AND ACQUISITIONS
THE COVE AND SIERRA POINT LIFE SCIENCE DEVELOPMENT UPDATE
During 2017, we placed $200 million of development in service at The Cove, our premier $720 million, class-A life science development project in South San Francisco. With Phases I & II of The Cove fully-leased, and strong interest in Phase III of the project, we recently commenced Sierra Point, our next life science development in the South San Francisco market.
Sierra Point is a 600,000 square foot multi-building campus designed to be developed in phases as demand dictates. Phase I will consist of approximately 215,000 square feet with an estimated cost of $220 million and an initial delivery expected in late 2019.
We are the largest life science landlord in South San Francisco with over three million square feet. HCP and its predecessor company have successfully delivered numerous life science developments in South San Francisco since the mid-1990s.
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620 TERRY PARTICIPATING DEVELOPMENT FINANCING
In December, we entered into a participating debt financing arrangement with CPA to fund the construction of 620 Terry, a $147 million, 243-unit urban senior living development located in the First Hill neighborhood of Downtown Seattle. We will provide a participating development loan of up to $115 million. Upon expected completion in 2019, 620 Terry will be operated by Leisure Care, LLC, a leading senior housing operator, and offer a mix of independent-living, assisted-living, and memory care units.
ACQUISITIONS
For the fourth quarter, we announced $424 million of acquisitions, bringing our year-to-date total acquisitions to $562 million. Significant transactions during the quarter included:
In November, we acquired The Residence at Watertown Square, a 90-unit senior housing community located in the Boston suburb of Watertown, Massachusetts for $45 million. We own the community in a consolidated joint venture with LCB Senior Living, LLC, a leading senior housing developer and operator focused on the New England region.
In December, we closed on the previously announced $228 million acquisition of the Hayden Research Campus located in the Boston suburb of Lexington. The Hayden acquisition allowed us to enter the Boston life science market with immediate scale and align with a leading local developer, owner and operator, King Street Properties. The 400,000 square foot campus comprises two existing buildings leased to major life science anchor tenants, including subsidiaries of Shire plc and Merck & Co., Inc. Additionally, King Street is currently seeking approvals for the joint venture to develop 209,000 square feet of life science space on the campus. The acquisition complements our sizable San Francisco and San Diego life science portfolios and provides us with an additional market for investment opportunity over time.
In December, we acquired 11 off-campus medical office buildings for $151 million. The 378,000 square foot portfolio is anchored by leading hospitals and was 97% occupied as of December 31, 2017. The portfolio has a weighted average remaining lease term of eight years and an average building age of eight years.
TANDEM DEBT INVESTMENT UPDATE
During our fourth quarter 2017 financial statement close process, we recorded an $84 million impairment on our Tandem debt investment and reduced the carrying value to $105 million. We are actively evaluating and pursuing a range of strategic alternatives from selling our loan position to foreclosing on the collateral. This investment represents our last meaningful exposure to both post-acute/skilled-nursing assets and highly-leveraged mezzanine investments.
BALANCE SHEET UPDATE
As previously announced, in October, we closed on a new $2.0 billion unsecured revolving credit facility. The new facility reduced our funded interest cost by five basis points and has a maturity date of October 19, 2021, plus two six-month extension options at our discretion. Based on our current senior unsecured long-term debt ratings, the facility bears interest annually at LIBOR plus 100 basis points and has a facility fee of 20 basis points. The facility also includes the ability to increase the commitments by an aggregate amount up to $750 million, subject to securing additional commitments.
At December 31, 2017, we had $1.0 billion of liquidity from a combination of cash and availability under our $2.0 billion credit facility and no major senior notes or secured debt maturities until 2019.
EXECUTIVE LEADERSHIP
As previously announced, Mike McKee will step down from his role as Executive Chairman, effective March 1, 2018, and retire from the Board of Directors at HCP's Annual Meeting. To help facilitate a smooth transition, Mr. McKee will work with the Company in a consulting capacity until HCP's Annual Meeting.
Dave Henry, previously the Lead Independent Director, has been appointed to serve as non-executive Chairman.
DIVIDEND
On February 1, 2018, our Board declared a quarterly cash dividend of $0.37 per common share. The dividend will be paid on March 2, 2018 to stockholders of record as of the close of business on February 15, 2018. A copy of the press release is available in the Investor Relations section of our website at http://ir.hcpi.com.
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SUSTAINABILITY
HCP’s leadership and performance in ESG standards was recognized by the CDP 2017 Climate Change Program (formerly Carbon Disclosure Project). We received a score of A- for our disclosure in CDP’s annual investor survey and were named to the Leadership Band. CDP collects and publishes the environmental data on behalf of more than 800 investors with assets of $100 trillion. We were also named a 2017 ENERGY STAR Partner of the Year by the U.S. Environmental Protection Agency and the U.S. Department of Energy for outstanding efforts to improve our properties' energy efficiency.
Additionally, we were included in The Sustainability Yearbook 2018, a listing of the world’s most sustainable companies. The list is compiled according to the results of RobecoSAM’s annual Corporate Sustainability Assessment, which also determines constituency for the Dow Jones Sustainability Index (“DJSI”) series. HCP was named to the DJSI North America and World indices for the 5th and 3rd consecutive times, respectively, earlier this year.
More information about our sustainability efforts is available on our website at www.hcpi.com/sustainability.
2018 GUIDANCE
For full year 2018, we have established the following guidance ranges:
• | Net income per share applicable to common shares of $0.79 to $0.85 |
• | FFO per share of $1.73 to $1.79 |
• | FFO as adjusted per share of $1.77 to $1.83 |
• | SPP Cash NOI to increase 0.25% to 1.75% |
These estimates do not reflect the potential impact from any unannounced future transactions other than capital recycling activities. For additional detail, assumptions, and information regarding these estimates, refer to the “Projected Full Year 2018 SPP Cash NOI” table below, the 2018 Guidance section of our corresponding Supplemental Report, and Discussion and Reconciliation of Non-GAAP Financial Measures, both available in the Investor Relations section of our website at http://ir.hcpi.com.
Projected Full Year 2018 SPP Cash NOI(1) | ||||
Low | High | |||
Senior housing triple-net | 0.50% | 1.50% | ||
SHOP | (4.00)% | 0.00% | ||
Life science | 0.25% | 1.25% | ||
Medical office | 1.75% | 2.75% | ||
Other | 0.50% | 1.50% | ||
SPP Growth | 0.25% | 1.75% | ||
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(1) | Effective 2018, unconsolidated joint ventures, including our CCRC joint venture, will be removed from our same property portfolio in order to better align with how management views our business and improve comparability of our results to those of our peers. For additional detail and information, see "2018 Guidance section of the December 31, 2017 Supplemental Report" and "December 31, 2017 Discussion and Reconciliation of Non-GAAP Financial Measures" on the Investor Relations section of our website at http://ir.hcpi.com/. |
COMPANY INFORMATION
HCP has scheduled a conference call and webcast for Tuesday, February 13, 2018, at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) to present its performance and operating results for the quarter and year ended December 31, 2017. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (International). The conference ID number is 1361246. You may also access the conference call via webcast at www.hcpi.com. This link can be found in the “News and Events” section, which is under “Investor Relations”. Through February 28, 2018, an archive of the webcast will be available on our website, and a telephonic replay can be accessed by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (International) and entering conference ID number 10116085. Our Supplemental Report for the current period is available, with this earnings release, on our website in the “Financial Information” section under “Investor Relations.”
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ABOUT HCP
HCP, Inc. is a fully integrated real estate investment trust (REIT) that invests primarily in real estate serving the healthcare industry in the United States. HCP owns a large-scale portfolio diversified across life science, medical office and senior housing. Recognized as a global leader in sustainability, HCP has been a publicly-traded company since 1985 and was the first healthcare REIT selected to the S&P 500 index. For more information regarding HCP, visit www.hcpi.com.
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FORWARD-LOOKING STATEMENTS
Statements in this release that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “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) all statements under the heading “2018 Guidance,” including without limitation with respect to expected net income, FFO per share, FFO as adjusted per share, SPP Cash NOI and other financial projections and assumptions, including those in the “Projected Full Year 2018 SPP Cash NOI” table in this release, as well as comparable statements included in other sections of this release; (ii) statements regarding the payment of a quarterly cash dividend; (iii) statements regarding leadership changes; and (iv) statements regarding timing, outcomes and other details relating to current, pending or contemplated acquisitions, dispositions, developments, joint venture transactions, capital recycling and financing activities, and other transactions discussed in this release, including without limitation those described under the headings “Brookdale Transactions Update,” "Developments and Acquisitions” and “Tandem Debt Investment Update.” 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: our reliance on a concentration of a small number of tenants and operators for a significant percentage of our revenues; the financial condition of our existing and future tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding our ability to continue to realize the full benefit of such tenants' and operators' leases and borrowers' loans; the ability of our existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; competition for the acquisition and financing of suitable healthcare properties as well as competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases; our concentration in the healthcare property sector, particularly in senior housing, life sciences and medical office buildings, which makes our profitability more vulnerable to a downturn in a specific sector than if we were investing in multiple industries; our ability to identify replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith; the risks associated with property development and redevelopment, including costs above original estimates, project delays and lower occupancy rates and rents than expected; the risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our partners' financial condition and continued cooperation; our ability to achieve the benefits of acquisitions and other investments, including those discussed above, within expected time frames or at all, or within expected cost projections; the potential impact on us and our tenants, operators and borrowers from current and future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments; operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; the effect on us and our tenants and operators of legislation, executive orders and other legal requirements, including compliance with the Americans with Disabilities Act, fire, safety and health regulations, environmental laws, the Affordable Care Act, licensure, certification and inspection requirements, and laws addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements or fines for noncompliance; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect our costs of compliance or increase the costs, or otherwise affect the operations, of our tenants and operators; our ability to foreclose on collateral securing our real estate-related loans; volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in our credit ratings, and the value of our common stock, and other conditions that may adversely impact our ability to fund our obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic or other conditions, including currency exchange rates; our ability to manage our indebtedness level and changes in the terms of such indebtedness; competition for skilled management and other key personnel; the potential impact of uninsured or underinsured losses; our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; the ability to maintain our qualification as a real estate investment trust; and other risks and uncertainties described from time to time in our Securities and Exchange Commission filings. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.
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CONTACT
Andrew Johns
Vice President – Finance and Investor Relations
949-407-0400
Page 9
HCP, Inc.
Consolidated Balance Sheets
In thousands, except share and per share data
December 31, 2017 | December 31, 2016 | ||||||
Assets | |||||||
Real estate: | |||||||
Buildings and improvements | $ | 11,239,732 | $ | 11,692,654 | |||
Development costs and construction in progress | 447,976 | 400,619 | |||||
Land | 1,785,865 | 1,881,487 | |||||
Accumulated depreciation and amortization | (2,741,695 | ) | (2,648,930 | ) | |||
Net real estate | 10,731,878 | 11,325,830 | |||||
Net investment in direct financing leases | 714,352 | 752,589 | |||||
Loans receivable, net | 313,326 | 807,954 | |||||
Investments in and advances to unconsolidated joint ventures | 800,840 | 571,491 | |||||
Accounts receivable, net of allowance of $4,425 and $4,459, respectively | 40,733 | 45,116 | |||||
Cash and cash equivalents | 55,306 | 94,730 | |||||
Restricted cash | 26,897 | 42,260 | |||||
Intangible assets, net | 410,082 | 479,805 | |||||
Assets held for sale, net | 417,014 | 927,866 | |||||
Other assets, net | 578,033 | 711,624 | |||||
Total assets | $ | 14,088,461 | $ | 15,759,265 | |||
Liabilities and Equity | |||||||
Bank line of credit | $ | 1,017,076 | $ | 899,718 | |||
Term loans | 228,288 | 440,062 | |||||
Senior unsecured notes | 6,396,451 | 7,133,538 | |||||
Mortgage debt | 144,486 | 623,792 | |||||
Other debt | 94,165 | 92,385 | |||||
Intangible liabilities, net | 52,579 | 58,145 | |||||
Liabilities of assets held for sale, net | 14,031 | 3,776 | |||||
Accounts payable and accrued liabilities | 401,738 | 417,360 | |||||
Deferred revenue | 144,709 | 149,181 | |||||
Total liabilities | 8,493,523 | 9,817,957 | |||||
Commitments and contingencies | |||||||
Common stock, $1.00 par value: 750,000,000 shares authorized; 469,435,678 and 468,081,489 shares issued and outstanding, respectively | 469,436 | 468,081 | |||||
Additional paid-in capital | 8,226,113 | 8,198,890 | |||||
Cumulative dividends in excess of earnings | (3,370,520 | ) | (3,089,734 | ) | |||
Accumulated other comprehensive income (loss) | (24,024 | ) | (29,642 | ) | |||
Total stockholders' equity | 5,301,005 | 5,547,595 | |||||
Joint venture partners | 117,045 | 214,377 | |||||
Non-managing member unitholders | 176,888 | 179,336 | |||||
Total noncontrolling interests | 293,933 | 393,713 | |||||
Total equity | 5,594,938 | 5,941,308 | |||||
Total liabilities and equity | $ | 14,088,461 | $ | 15,759,265 | |||
Page 10
HCP, Inc.
Consolidated Statements of Operations
In thousands, except per share data
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
(unaudited) | |||||||||||||||
Revenues: | |||||||||||||||
Rental and related revenues | $ | 255,006 | $ | 286,968 | $ | 1,071,153 | $ | 1,159,791 | |||||||
Tenant recoveries | 36,702 | 34,565 | 142,496 | 134,280 | |||||||||||
Resident fees and services | 132,587 | 186,118 | 524,275 | 686,835 | |||||||||||
Income from direct financing leases | 13,701 | 14,789 | 54,217 | 59,580 | |||||||||||
Interest income | 5,263 | 17,510 | 56,237 | 88,808 | |||||||||||
Total revenues | 443,259 | 539,950 | 1,848,378 | 2,129,294 | |||||||||||
Costs and expenses: | |||||||||||||||
Interest expense | 71,882 | 103,148 | 307,716 | 464,403 | |||||||||||
Depreciation and amortization | 136,833 | 146,927 | 534,726 | 568,108 | |||||||||||
Operating | 198,669 | 195,648 | 666,251 | 738,399 | |||||||||||
General and administrative | 21,485 | 20,600 | 88,772 | 103,611 | |||||||||||
Transaction costs | 5,459 | 3,760 | 7,963 | 9,821 | |||||||||||
Impairments (recoveries), net | 84,374 | — | 166,384 | — | |||||||||||
Total costs and expenses | 518,702 | 470,083 | 1,771,812 | 1,884,342 | |||||||||||
Other income (expense): | |||||||||||||||
Gain (loss) on sales of real estate, net | 33,789 | 45,093 | 356,641 | 164,698 | |||||||||||
Loss on debt extinguishments | — | (46,020 | ) | (54,227 | ) | (46,020 | ) | ||||||||
Other income (expense), net | (9,303 | ) | (1,410 | ) | 31,420 | 3,654 | |||||||||
Total other income (expense), net | 24,486 | (2,337 | ) | 333,834 | 122,332 | ||||||||||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | (50,957 | ) | 67,530 | 410,400 | 367,284 | ||||||||||
Income tax benefit (expense) | (13,297 | ) | (3,372 | ) | 1,333 | (4,473 | ) | ||||||||
Equity income (loss) from unconsolidated joint ventures | 6,330 | 15,388 | 10,901 | 11,360 | |||||||||||
Income (loss) from continuing operations | (57,924 | ) | 79,546 | 422,634 | 374,171 | ||||||||||
Discontinued operations: | |||||||||||||||
Income (loss) before transaction costs and income taxes | — | 40,470 | — | 400,701 | |||||||||||
Transaction costs | — | (58,256 | ) | — | (86,765 | ) | |||||||||
Income tax benefit (expense) | — | (460 | ) | — | (48,181 | ) | |||||||||
Total discontinued operations | — | (18,246 | ) | — | 265,755 | ||||||||||
Net income (loss) | (57,924 | ) | 61,300 | 422,634 | 639,926 | ||||||||||
Noncontrolling interests' share in earnings | (778 | ) | (2,639 | ) | (8,465 | ) | (12,179 | ) | |||||||
Net income (loss) attributable to HCP, Inc. | (58,702 | ) | 58,661 | 414,169 | 627,747 | ||||||||||
Participating securities' share in earnings | (596 | ) | (221 | ) | (1,156 | ) | (1,198 | ) | |||||||
Net income (loss) applicable to common shares | $ | (59,298 | ) | $ | 58,440 | $ | 413,013 | $ | 626,549 | ||||||
Earnings per common share: | |||||||||||||||
Basic | $ | (0.13 | ) | $ | 0.12 | $ | 0.88 | $ | 1.34 | ||||||
Diluted | $ | (0.13 | ) | $ | 0.12 | $ | 0.88 | $ | 1.34 | ||||||
Weighted average shares used to calculate earnings per common share: | |||||||||||||||
Basic | 469,229 | 467,979 | 468,759 | 467,195 | |||||||||||
Diluted | 469,229 | 468,210 | 468,935 | 467,403 | |||||||||||
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HCP, Inc.
Funds From Operations
In thousands, except per share data
(unaudited)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net income (loss) applicable to common shares | $ | (59,298 | ) | $ | 58,440 | $ | 413,013 | $ | 626,549 | |||||||
Real estate related depreciation and amortization | 136,833 | 147,415 | 534,726 | 572,998 | ||||||||||||
Real estate related depreciation and amortization on unconsolidated joint ventures | 12,347 | 12,696 | 60,058 | 49,043 | ||||||||||||
Real estate related depreciation and amortization on noncontrolling interests and other | (3,425 | ) | (5,317 | ) | (15,069 | ) | (21,001 | ) | ||||||||
Other depreciation and amortization | 1,646 | 2,998 | 9,364 | 11,919 | ||||||||||||
Loss (gain) on sales of real estate, net | (33,789 | ) | (45,093 | ) | (356,641 | ) | (164,698 | ) | ||||||||
Loss (gain) on sales of real estate, net on unconsolidated joint ventures | (1,430 | ) | (16,118 | ) | (1,430 | ) | (16,332 | ) | ||||||||
Loss (gain) on sales of real estate, net on noncontrolling interests | — | 226 | — | 224 | ||||||||||||
Taxes associated with real estate dispositions(1) | — | 7,017 | (5,498 | ) | 60,451 | |||||||||||
Impairments (recoveries) of real estate, net | — | — | 22,590 | — | ||||||||||||
FFO applicable to common shares | $ | 52,884 | $ | 162,264 | $ | 661,113 | $ | 1,119,153 | ||||||||
Distributions on dilutive convertible units | — | — | — | 8,732 | ||||||||||||
Diluted FFO applicable to common shares | $ | 52,884 | $ | 162,264 | $ | 661,113 | $ | 1,127,885 | ||||||||
Diluted FFO per common share | $ | 0.11 | $ | 0.35 | $ | 1.41 | $ | 2.39 | ||||||||
Weighted average shares used to calculate diluted FFO per common share | 469,388 | 468,210 | 468,935 | 471,566 | ||||||||||||
Impact of adjustments to FFO: | ||||||||||||||||
Transaction-related items(2) | $ | 60,100 | $ | 62,016 | $ | 62,576 | $ | 96,586 | ||||||||
Other impairments (recoveries), net(3) | 84,374 | — | 92,900 | — | ||||||||||||
Severance and related charges(4) | 1,111 | 2,501 | 5,000 | 16,965 | ||||||||||||
Loss on debt extinguishments(5) | — | 46,020 | 54,227 | 46,020 | ||||||||||||
Litigation costs(6) | 8,130 | 3,081 | 15,637 | 3,081 | ||||||||||||
Casualty-related charges (recoveries), net | 2,039 | — | 10,964 | — | ||||||||||||
Foreign currency remeasurement losses (gains) | (58 | ) | 318 | (1,043 | ) | 585 | ||||||||||
Tax rate legislation impact(7) | 17,028 | — | 17,028 | — | ||||||||||||
$ | 172,724 | $ | 113,936 | $ | 257,289 | $ | 163,237 | |||||||||
FFO as adjusted applicable to common shares | $ | 225,608 | $ | 276,200 | $ | 918,402 | $ | 1,282,390 | ||||||||
Distributions on dilutive convertible units and other | (98 | ) | 2,315 | 6,657 | 12,849 | |||||||||||
Diluted FFO as adjusted applicable to common shares | $ | 225,510 | $ | 278,515 | $ | 925,059 | $ | 1,295,239 | ||||||||
Per common share impact of adjustments on diluted FFO | $ | 0.37 | $ | 0.24 | $ | 0.54 | $ | 0.35 | ||||||||
Diluted FFO as adjusted per common share | $ | 0.48 | $ | 0.59 | $ | 1.95 | $ | 2.74 | ||||||||
Weighted average shares used to calculate diluted FFO as adjusted per common share | 469,388 | 474,318 | 473,620 | 473,340 | ||||||||||||
FFO as adjusted from QCP | $ | — | $ | 26,948 | $ | — | $ | 328,341 | ||||||||
Diluted Comparable FFO as adjusted applicable to common shares(8) | $ | 225,510 | $ | 251,567 | $ | 925,059 | $ | 966,898 | ||||||||
FFO as adjusted from QCP per common share | $ | — | $ | (0.06 | ) | $ | — | $ | (0.70 | ) | ||||||
Diluted Comparable FFO as adjusted per common share | $ | 0.48 | $ | 0.53 | $ | 1.95 | $ | 2.04 | ||||||||
_______________________________________
(1) | For the year ended December 31, 2017, represents income tax benefit associated with the disposition of real estate assets in our RIDEA II transaction. For the year ended December 31, 2016, represents income tax expense associated with the state built-in gain tax payable upon the disposition of specific real estate assets, of which $49 million relates to the HCRMC real estate portfolio. |
(2) | For the three months and year ended December 31, 2017, includes $55 million of net non-cash charges related to the right to terminate certain triple-net leases and management agreements in conjunction with the November 2017 Brookdale transaction. For the three months and year ended December 31, 2016, primarily relates to the Spin-Off. |
(3) | For the three months ended December 31, 2017, represents the impairment on our Tandem Health Care mezzanine loan ("Tandem Mezzanine Loan"). For the year ended December 31, 2017, represents $144 million of impairments on our Tandem Mezzanine Loan throughout 2017, net of a $51 million impairment recovery upon the sale of our Four Seasons Notes in the first quarter of 2017. |
(4) | For the year ended December 31, 2017, primarily relates to the departure of our former Executive Vice President and Chief Accounting Officer. For the year ended December 31, 2016, primarily relates to the departure of our former President and Chief Executive Officer. |
(5) | For the year ended December 31, 2017, represents the premium associated with the prepayment of $500 million of senior unsecured notes. For the three months and year ended December 31, 2016, represents penalties of $46 million from the prepayment of $1.1 billion of senior unsecured notes and $108 million of mortgage debt using proceeds from the Spin-Off. |
(6) | For the three months ended December 31, 2017, primarily relates to a legal settlement. For the year ended December 31, 2017, relates to costs from securities class action litigation and a legal settlement. For the three months and year ended December 31, 2016, primarily relates to costs from securities class action litigation. See Note 3 in the Consolidated Financial Statements for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC for additional information. |
(7) | Represents the remeasurement of deferred tax assets and liabilities as a result of the Tax Cuts and Jobs Act that was signed into legislation on December 22, 2017. |
(8) | Represents FFO as adjusted excluding FFO as adjusted from QCP and interest expense related to debt repaid using proceeds from the Spin-Off, assuming these transactions occurred at the beginning of the earliest period presented. Comparable FFO as adjusted allows management to evaluate the performance of our remaining real estate portfolio following the completion of the Spin-Off. |
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HCP, Inc.
Funds Available for Distribution
In thousands
(unaudited)
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
FFO as adjusted applicable to common shares | $ | 225,608 | $ | 276,200 | $ | 918,402 | $ | 1,282,390 | |||||||
Amortization of deferred compensation(1) | 3,180 | 2,687 | 13,510 | 15,581 | |||||||||||
Amortization of deferred financing costs | 3,428 | 4,416 | 14,569 | 20,014 | |||||||||||
Straight-line rents | (5,881 | ) | (5,980 | ) | (23,933 | ) | (27,560 | ) | |||||||
FAD capital expenditures(2) | (44,272 | ) | (27,231 | ) | (124,176 | ) | (93,407 | ) | |||||||
Lease restructure payments | 305 | 2,124 | 1,470 | 16,604 | |||||||||||
CCRC entrance fees(3) | 6,949 | 4,763 | 21,385 | 21,287 | |||||||||||
Deferred income taxes(4) | (4,967 | ) | (4,714 | ) | (15,490 | ) | (13,692 | ) | |||||||
Other FAD adjustments | (1,747 | ) | (1,014 | ) | (2,017 | ) | (5,521 | ) | |||||||
FAD applicable to common shares | $ | 182,603 | $ | 251,251 | $ | 803,720 | $ | 1,215,696 | |||||||
Distributions on dilutive convertible units | — | 2,466 | — | 13,088 | |||||||||||
Diluted FAD applicable to common shares | $ | 182,603 | $ | 253,717 | $ | 803,720 | $ | 1,228,784 | |||||||
_______________________________________
(1) | Excludes $0.7 million related to the acceleration of deferred compensation for restricted stock units that vested upon the departure of our former Executive Vice President and Chief Accounting Officer, which is included in the severance and related charges for the year ended December 31, 2017. Excludes $7 million related to the acceleration of deferred compensation for restricted stock units that vested upon the departure of our former President and Chief Executive Officer, which is included in severance and related charges for the year ended December 31, 2016. |
(2) | Includes our share of recurring capital expenditures, leasing costs, and tenant and capital improvements from unconsolidated joint ventures. |
(3) | Represents our 49% share of non-refundable entrance fees as the fees are collected by our CCRC JV, net of reserves and CCRC JV entrance fee amortization. |
(4) | Excludes $17 million of deferred tax expenses, which is included in tax rate legislation impact for the three months and year ended December 31, 2017. Additionally, the year ended December 31, 2017, excludes $1 million of deferred tax benefit from the casualty-related charges, which is included in casualty-related charges (recoveries), net. |
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1
Earnings Release and
Supplemental
Report
fourth quarter 2017
65 Hayden
Boston, MA
2
Earnings Release 3
Overview 10
Consolidated Financial Statements 11
Portfolio Summary 15
Same Property Portfolio 17
Capitalization and Debt 18
Investment Summary - Acquisitions, Fundings & Dispositions 21
Developments and Redevelopments 23
Capital Expenditures 25
Portfolio Diversification 27
Expirations and Maturities 29
Triple-net Master Lease Profile 30
Portfolio
Senior Housing Triple-net 31
Senior Housing Operating Portfolio 34
Life Science 40
Medical Office 43
Other 46
Unconsolidated Joint Ventures 49
Guidance 50
Brookdale Transaction - Non-Cash NOI Impact 51
2017 Summary Results 52
Glossary and Debt Ratios 55
Company Information 61
Forward-Looking Statements & Risk Factors 62
Discussion and Reconciliation of Non-GAAP Financial Measures
TABLE OF
Contents
3
HCP Announces Results for the Fourth Quarter and Year Ended 2017
IRVINE, CA, February 13, 2018 -- HCP (NYSE: HCP) announced results for the fourth quarter and full year ended December 31, 2017.
FOURTH QUARTER 2017 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS
– Net loss, FFO and FFO as adjusted applicable to common shares were $(0.13), $0.11 and $0.48 per share, respectively
– Commenced Phase I of Sierra Point, our next major life science development in South San Francisco
– Entered into a $115 million participating development financing agreement for a high-rise senior living development in downtown Seattle
– Acquired an 11-asset portfolio of medical office buildings for $151 million
– Closed on the previously announced $228 million acquisition of the Hayden Research Campus in the Boston life science market
– As previously announced, closed on a new $2.0 billion unsecured revolving credit facility
– Recognized an $84 million impairment on our Tandem debt investment
– Announced Mike McKee to step down from his role as Executive Chairman and retire from HCP's Board of Directors at the upcoming Annual Meeting
– Named as a 2017 ENERGY STAR Partner of the Year for outstanding efforts to improve our properties' energy efficiency
FULL YEAR 2017 HIGHLIGHTS
– Net income, FFO and FFO as adjusted applicable to common shares were $0.88, $1.41 and $1.95 per share, respectively
– Achieved year-over-year Total SPP Cash NOI growth of 3.4%
– Significantly lowered our Brookdale Senior Living, Inc. ("Brookdale") tenant concentration with $1.6 billion of closed dispositions and entered into additional strategic transactions which, when
combined, result in a more diversified senior housing operator portfolio, improved triple-net lease coverage, and a stronger balance sheet
– Closed $562 million of acquisitions, including our entry into the Boston life science market
– Enhanced our financial position with $1.4 billion of debt repayments
– Substantially exited our high-risk mezzanine debt investments, generating proceeds of $500 million
– Launched sales process for our remaining U.K. investments
– Executed 4.1 million square feet of leasing across our medical office and life science portfolios
– Recognized for our continued leadership and performance by several prominent Environmental, Social and Governance ("ESG") benchmarking institutions
– Enhanced corporate governance by opting out of provisions of the Maryland Unsolicited Takeover Act ("MUTA") and adopting majority-vote standard for stockholder bylaw amendments
4
_______________________________________
(1) For the fourth quarter 2017 and 2016, net income includes net gain on sales of real estate of $0.07 per share and $0.14 per share (of which $0.04 per share is reflected in equity income from
unconsolidated joint ventures), respectively.
(2) For the three months ended December 31, 2017, includes $55 million of net non-cash charges related to the right to terminate certain triple-net leases and management agreements in conjunction
with the November 2017 Brookdale transaction. For the three months ended December 31, 2016, primarily relates to the spin-off (the "Spin-Off") of Quality Care Properties, Inc. (“QCP”).
(3) Represents the impairment on our Tandem Health Care mezzanine loan ("Tandem Mezzanine Loan").
(4) Represents penalties of $46 million from the prepayment of $1.1 billion of senior unsecured notes and $108 million of mortgage debt using proceeds from the Spin-Off.
(5) For the three months ended December 31, 2017, primarily relates to a legal settlement. For the three months ended December 31, 2016, primarily relates to costs from securities class action
litigation.
(6) Represents the remeasurement of deferred tax assets and liabilities as a result of the Tax Cuts and Jobs Act that was signed into legislation on December 22, 2017.
(7) Represents FFO as adjusted excluding FFO as adjusted from QCP and interest expense related to debt repaid using proceeds from the Spin-Off, assuming these transactions occurred at the
beginning of the earliest period presented. Comparable FFO as adjusted allows management to evaluate the performance of our remaining real estate portfolio following the completion of the
Spin-Off.
Three Months Ended
December 31, 2017
Three Months Ended
December 31, 2016
(in thousands, except per share amounts) Amount
Diluted
Per Share Amount
Diluted
Per Share
Per Share
Change
Net income (loss)(1) $ (59,298) $ (0.13) $ 58,440 $ 0.12 $ (0.25)
FFO $ 52,884 $ 0.11 $ 162,264 $ 0.35 $ (0.24)
Transaction-related items(2) 60,100 0.13 62,016 0.13 —
Other impairments (recoveries), net(3) 84,374 0.18 — — 0.18
Severance and related charges 1,111 — 2,501 — —
Loss on debt extinguishments(4) — — 46,020 0.10 (0.10)
Litigation costs(5) 8,130 0.02 3,081 0.01 0.01
Casualty-related charges (recoveries), net 2,039 — — — —
Foreign currency remeasurement losses (gains) (58) — 318 — —
Tax rate legislation impact(6) 17,028 0.04 — — 0.04
FFO as adjusted $ 225,608 $ 0.48 $ 276,200 $ 0.59 $ (0.11)
FFO as adjusted from QCP — — (26,948) (0.06) 0.06
Comparable FFO as adjusted(7) $ 225,608 $ 0.48 $ 249,252 $ 0.53 $ (0.05)
FAD $ 182,603 $ 251,251
FOURTH QUARTER COMPARISON
5
FULL YEAR COMPARISON
_______________________________________
(1) 2017 net income includes net gain on sales of real estate of $0.76 per share and 2016 net income includes: (i) net gain on sales of real estate of $0.39 per share (of which $0.04 per share is reflected
in equity income from unconsolidated joint ventures) and (ii) $0.04 per share of interest income from monetizing three senior housing development loans.
(2) For the year ended December 31, 2017, includes $55 million of net non-cash charges related to the right to terminate certain triple-net leases and management agreements in conjunction with
the November 2017 Brookdale transaction. For the year ended December 31, 2016, primarily relates to the Spin-Off.
(3) Represents $144 million of impairments on our Tandem Mezzanine Loan throughout 2017, net of a $51 million impairment recovery upon the sale of our Four Seasons Notes in the first quarter of
2017.
(4) For the year ended December 31, 2017, represents the premium associated with the prepayment of $500 million of senior unsecured notes. For the year ended December 31, 2016, penalties of
$46 million from the prepayment of $1.1 billion of senior unsecured notes and $108 million of mortgage debt using proceeds from the Spin-Off.
(5) For the year ended December 31, 2017, relates to costs from securities class action litigation and a legal settlement. For the year ended December 31, 2016, primarily relates to costs from securities
class action litigation.
(6) Represents the remeasurement of deferred tax assets and liabilities as a result of the Tax Cuts and Jobs Act that was signed into legislation on December 22, 2017.
(7) Represents FFO as adjusted excluding FFO as adjusted from QCP and interest expense related to debt repaid using proceeds from the Spin-Off, assuming these transactions occurred at the
beginning of the earliest period presented. Comparable FFO as adjusted allows management to evaluate the performance of our remaining real estate portfolio following the completion of the
Spin-Off.
Year Ended
December 31, 2017
Year Ended
December 31, 2016
(in thousands, except per share amounts) Amount
Diluted
Per Share Amount
Diluted
Per Share
Per Share
Change
Net income (loss)(1) $ 413,013 $ 0.88 $ 626,549 $ 1.34 $ (0.46)
FFO $ 661,113 $ 1.41 $ 1,119,153 $ 2.39 $ (0.98)
Transaction-related items(2) 62,576 0.13 96,586 0.20 (0.07)
Other impairments (recoveries), net(3) 92,900 0.20 — — 0.20
Severance and related charges 5,000 0.01 16,965 0.04 (0.03)
Loss on debt extinguishments(4) 54,227 0.11 46,020 0.10 0.01
Litigation costs(5) 15,637 0.03 3,081 0.01 0.02
Casualty-related charges (recoveries), net 10,964 0.02 — — 0.02
Foreign currency remeasurement losses (gains) (1,043) — 585 — —
Tax rate legislation impact(6) 17,028 0.04 — — 0.04
FFO as adjusted $ 918,402 $ 1.95 $ 1,282,390 $ 2.74 $ (0.79)
FFO as adjusted from QCP $ — $ — $ (328,341) $ (0.70) $ 0.70
Comparable FFO as adjusted(7) $ 918,402 $ 1.95 $ 954,049 $ 2.04 $ (0.09)
FAD $ 803,720 $ 1,215,696
FFO, FFO as adjusted, FAD, Comparable FFO as adjusted, and Total SPP NOI are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance of real
estate investment trusts. See “December 31, 2017 Discussion and Reconciliation of Non-GAAP Financial Measures” for definitions, discussions of their uses and inherent limitations, and reconciliations
to the most directly comparable financial measures calculated and presented in accordance with GAAP on the Investor Relations section of our website at http://ir.hcpi.com/financial-reconciliation.
6
SAME PROPERTY PORTFOLIO OPERATING SUMMARY
The table below outlines the same property portfolio operating results for the quarter and full year:
Year-Over-Year Total SPP Cash
NOI Growth(1)
Three Months Full Year
Senior housing triple-net 2.6% 5.6%
Senior housing operating portfolio ("SHOP")(2) (8.3%) 0.2%
Life science 5.1% 4.2%
Medical office 2.1% 3.0%
Other non-reportable segments ("Other")(3) 1.5% 1.2%
Total Portfolio 1.2% 3.4%
_______________________________________
(1) Total SPP Cash NOI represents SPP Cash NOI plus our pro rata share of Cash NOI from our unconsolidated joint ventures. See “December 31, 2017 Discussion and Reconciliation of Non-GAAP
Financial Measures” for definition, discussion of its uses and inherent limitations, and reconciliation to the most directly comparable financial measures calculated and presented in accordance
with GAAP on the Investor Relations section of our website at http://ir.hcpi.com/financial-reconciliation.
(2) The fourth quarter 2017 SHOP Total SPP Cash NOI growth rate was impacted by: (i) outsized volume purchase rebates recorded in the fourth quarter of 2016 (3.0%); (ii) a portfolio of recently
acquired and transitioned assets entering the SPP pool in fourth quarter 2017 prior to reaching stabilized occupancy (2.8%); (iii) an increase in sales and marketing expenses in fourth quarter 2017
to catch up from lower spend during the first half of 2017 and to better position the portfolio for 2018 (2.3%); and (iv) under-accrual by an operator of a utility bill which was provisioned for in fourth
quarter 2017 (1.0%). Adjusting for these items, normalized fourth quarter 2017 SHOP Total SPP Cash NOI growth would be 0.8%.
(3) Other primarily includes our hospitals and U.K. real estate investments.
BROOKDALE TRANSACTIONS UPDATE
In December 2017, we closed on the acquisition of Brookdale’s 10% interest in the RIDEA III joint venture for $32 million. We anticipate closing on both the purchase of Brookdale’s 10% interest in the
RIDEA I joint venture for $63 million and the sale of six assets to Brookdale for $275 million near the end of the first quarter 2018.
We continue to expect the sale of our remaining 40% interest in the RIDEA II joint venture to Columbia Pacific Advisors LLC ("CPA") for $332 million to close mid-2018.
In addition, we are in the process of selling or transitioning 36 senior housing operating properties and 32 triple-net leased communities currently operated by Brookdale.
Upon completion, these transactions will significantly reduce our Brookdale concentration, improve lease coverage of our remaining triple-net assets leased to Brookdale, increase tenant diversification
in our portfolio, and enhance our balance sheet and credit profile.
DEVELOPMENTS AND ACQUISITIONS
THE COVE AND SIERRA POINT LIFE SCIENCE DEVELOPMENT UPDATE
During 2017, we placed $200 million of development in service at The Cove, our premier $720 million, class-A life science development project in South San Francisco. With Phases I & II of The Cove
fully-leased, and strong interest in Phase III of the project, we recently commenced Sierra Point, our next life science development in the South San Francisco market.
Sierra Point is a 600,000 square foot multi-building campus designed to be developed in phases as demand dictates. Phase I will consist of approximately 215,000 square feet with an estimated cost
of $220 million and an initial delivery expected in late 2019.
We are the largest life science landlord in South San Francisco with over three million square feet. HCP and its predecessor company have successfully delivered numerous life science developments
in South San Francisco since the mid-1990s.
620 TERRY PARTICIPATING DEVELOPMENT FINANCING
In December, we entered into a participating debt financing arrangement with CPA to fund the construction of 620 Terry, a $147 million, 243-unit urban senior living development located in the First
Hill neighborhood of Downtown Seattle. We will provide a participating development loan of up to $115 million. Upon expected completion in 2019, 620 Terry will be operated by Leisure Care, LLC,
a leading senior housing operator, and offer a mix of independent-living, assisted-living, and memory care units.
7
ACQUISITIONS
For the fourth quarter, we announced $424 million of acquisitions, bringing our year-to-date total acquisitions to $562 million. Significant transactions during the quarter included:
In November, we acquired The Residence at Watertown Square, a 90-unit senior housing community located in the Boston suburb of Watertown, Massachusetts for $45 million. We own the community
in a consolidated joint venture with LCB Senior Living, LLC, a leading senior housing developer and operator focused on the New England region.
In December, we closed on the previously announced $228 million acquisition of the Hayden Research Campus located in the Boston suburb of Lexington. The Hayden acquisition allowed us to enter
the Boston life science market with immediate scale and align with a leading local developer, owner and operator, King Street Properties. The 400,000 square foot campus comprises two existing
buildings leased to major life science anchor tenants, including subsidiaries of Shire plc and Merck & Co., Inc. Additionally, King Street is currently seeking approvals for the joint venture to develop
209,000 square feet of life science space on the campus. The acquisition complements our sizable San Francisco and San Diego life science portfolios and provides us with an additional market for
investment opportunity over time.
In December, we acquired 11 off-campus medical office buildings for $151 million. The 378,000 square foot portfolio is anchored by leading hospitals and was 97% occupied as of December 31, 2017.
The portfolio has a weighted average remaining lease term of eight years and an average building age of eight years.
TANDEM DEBT INVESTMENT UPDATE
During our fourth quarter 2017 financial statement close process, we recorded an $84 million impairment on our Tandem debt investment and reduced the carrying value to $105 million. We are actively
evaluating and pursuing a range of strategic alternatives from selling our loan position to foreclosing on the collateral. This investment represents our last meaningful exposure to both post-acute/
skilled-nursing assets and highly-leveraged mezzanine investments.
BALANCE SHEET UPDATE
As previously announced, in October, we closed on a new $2.0 billion unsecured revolving credit facility. The new facility reduced our funded interest cost by five basis points and has a maturity date
of October 19, 2021, plus two six-month extension options at our discretion. Based on our current senior unsecured long-term debt ratings, the facility bears interest annually at LIBOR plus 100 basis
points and has a facility fee of 20 basis points. The facility also includes the ability to increase the commitments by an aggregate amount up to $750 million, subject to securing additional commitments.
At December 31, 2017, we had $1.0 billion of liquidity from a combination of cash and availability under our $2.0 billion credit facility and no major senior notes or secured debt maturities until 2019.
EXECUTIVE LEADERSHIP
As previously announced, Mike McKee will step down from his role as Executive Chairman, effective March 1, 2018, and retire from the Board of Directors at HCP's Annual Meeting. To help
facilitate a smooth transition, Mr. McKee will work with the Company in a consulting capacity until HCP's Annual Meeting.
Dave Henry, previously the Lead Independent Director, has been appointed to serve as non-executive Chairman.
DIVIDEND
On February 1, 2018, our Board declared a quarterly cash dividend of $0.37 per common share. The dividend will be paid on March 2, 2018 to stockholders of record as of the close of business on
February 15, 2018. A copy of the press release is available in the Investor Relations section of our website at http://ir.hcpi.com.
SUSTAINABILITY
HCP’s leadership and performance in ESG standards was recognized by the CDP 2017 Climate Change Program (formerly Carbon Disclosure Project). We received a score of A- for our disclosure in
CDP’s annual investor survey and were named to the Leadership Band. CDP collects and publishes the environmental data on behalf of more than 800 investors with assets of $100 trillion. We were
also named a 2017 ENERGY STAR Partner of the Year by the U.S. Environmental Protection Agency and the U.S. Department of Energy for outstanding efforts to improve our properties' energy efficiency.
Additionally, we were included in The Sustainability Yearbook 2018, a listing of the world’s most sustainable companies. The list is compiled according to the results of RobecoSAM’s annual Corporate
Sustainability Assessment, which also determines constituency for the Dow Jones Sustainability Index (“DJSI”) series. HCP was named to the DJSI North America and World indices for the 5th and 3rd
consecutive times, respectively, earlier this year.
More information about our sustainability efforts is available on our website at www.hcpi.com/sustainability.
8
_______________________________________
(1) Effective 2018, unconsolidated joint ventures, including our CCRC joint venture, will be removed from our same property portfolio in order to better align with how management views our business
and improve comparability of our results to those of our peers. For additional detail and information, see "2018 Guidance section of the December 31, 2017 Supplemental Report" and "December
31, 2017 Discussion and Reconciliation of Non-GAAP Financial Measures" on the Investor Relations section of our website at http://ir.hcpi.com/.
COMPANY INFORMATION
HCP has scheduled a conference call and webcast for Tuesday, February 13, 2018, at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) to present its performance and operating results for the quarter
and year ended December 31, 2017. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (International). The conference ID number is 1361246. You may also access the
conference call via webcast at www.hcpi.com. This link can be found in the “News and Events” section, which is under “Investor Relations”. Through February 28, 2018, an archive of the webcast will
be available on our website, and a telephonic replay can be accessed by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (International) and entering conference ID number 10116085. Our Supplemental
Report for the current period is available, with this earnings release, on our website in the “Financial Information” section under “Investor Relations.”
ABOUT HCP
HCP, Inc. is a fully integrated real estate investment trust (REIT) that invests primarily in real estate serving the healthcare industry in the United States. HCP owns a large-scale portfolio diversified
across life science, medical office and senior housing. Recognized as a global leader in sustainability, HCP has been a publicly-traded company since 1985 and was the first healthcare REIT selected
to the S&P 500 index. For more information regarding HCP, visit www.hcpi.com.
2018 GUIDANCE
For full year 2018, we have established the following guidance ranges:
• Net income per share applicable to common shares of $0.79 to $0.85
• FFO per share of $1.73 to $1.79
• FFO as adjusted per share of $1.77 to $1.83
• SPP Cash NOI to increase 0.25% to 1.75%
These estimates do not reflect the potential impact from any unannounced future transactions other than capital recycling activities. For additional detail, assumptions, and information regarding these
estimates, refer to the “Projected Full Year 2018 SPP Cash NOI” table below, the 2018 Guidance section of our corresponding Supplemental Report, and Discussion and Reconciliation of Non-GAAP
Financial Measures, both available in the Investor Relations section of our website at http://ir.hcpi.com.
Projected Full Year 2018 SPP Cash NOI(1)
Low High
Senior housing triple-net 0.50% 1.50%
SHOP (4.00%) 0.00%
Life science 0.25% 1.25%
Medical office 1.75% 2.75%
Other 0.50% 1.50%
SPP Growth 0.25% 1.75%
9
FORWARD-LOOKING STATEMENTS
Statements in this release that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words
such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “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) all statements under the heading “2018 Guidance,” including without limitation with respect to expected
net income, FFO per share, FFO as adjusted per share, SPP Cash NOI and other financial projections and assumptions, including those in the “Projected Full Year 2018 SPP Cash NOI” table in this
release, as well as comparable statements included in other sections of this release; (ii) statements regarding the payment of a quarterly cash dividend; (iii) statements regarding leadership changes;
and (iv) statements regarding timing, outcomes and other details relating to current, pending or contemplated acquisitions, dispositions, developments, joint venture transactions, capital recycling and
financing activities, and other transactions discussed in this release, including without limitation those described under the headings “Brookdale Transactions Update,” "Developments and Acquisitions”
and “Tandem Debt Investment Update.” 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: our reliance on a
concentration of a small number of tenants and operators for a significant percentage of our revenues; the financial condition of our existing and future tenants, operators and borrowers, including
potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding our ability to continue to realize the full benefit of such
tenants' and operators' leases and borrowers' loans; the ability of our existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or
increase their revenues and to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; competition for the
acquisition and financing of suitable healthcare properties as well as competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing
leases; our concentration in the healthcare property sector, particularly in senior housing, life sciences and medical office buildings, which makes our profitability more vulnerable to a downturn in a
specific sector than if we were investing in multiple industries; our ability to identify replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith;
the risks associated with property development and redevelopment, including costs above original estimates, project delays and lower occupancy rates and rents than expected; the risks associated
with our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our partners' financial condition and continued cooperation;
our ability to achieve the benefits of acquisitions and other investments, including those discussed above, within expected time frames or at all, or within expected cost projections; the potential impact
on us and our tenants, operators and borrowers from current and future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments;
operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; the effect on us and our tenants and operators of
legislation, executive orders and other legal requirements, including compliance with the Americans with Disabilities Act, fire, safety and health regulations, environmental laws, the Affordable Care
Act, licensure, certification and inspection requirements, and laws addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in
reimbursements or fines for noncompliance; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect our costs of compliance or increase the
costs, or otherwise affect the operations, of our tenants and operators; our ability to foreclose on collateral securing our real estate-related loans; volatility or uncertainty in the capital markets, the
availability and cost of capital as impacted by interest rates, changes in our credit ratings, and the value of our common stock, and other conditions that may adversely impact our ability to fund our
obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic or other conditions, including currency exchange rates; our
ability to manage our indebtedness level and changes in the terms of such indebtedness; competition for skilled management and other key personnel; the potential impact of uninsured or underinsured
losses; our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; the ability to maintain our qualification as a real estate investment trust;
and other risks and uncertainties described from time to time in our Securities and Exchange Commission filings. Except as required by law, we do not undertake, and hereby disclaim, any obligation
to update any forward-looking statements, which speak only as of the date on which they are made.
CONTACT
Andrew Johns
Vice President – Finance and Investor Relations
949-407-0400
10
Overview(1)
As of and for the quarter and year ended December 31, 2017 and the year ending December 31, 2018, dollars, square feet and shares in thousands, except per share data
4Q17 Full Year 2017
Full Year
2018 Guidance
(February 13, 2018)
Financial Metrics
Diluted earnings per common share $(0.13) $0.88 $0.79 - $0.85
Diluted FFO per common share $0.11 $1.41 $1.73 - $1.79
Diluted FFO as adjusted per common share $0.48 $1.95 $1.77 - $1.83
Dividends per common share $0.37 $1.48 $1.48
Total rental and operating revenues(2) $524,802 $2,127,326
Total NOI(2)(3) 258,658 1,201,830
Total Cash NOI and interest income(2) 318,537 1,315,488
Same Property Portfolio Total Cash NOI Growth
Senior housing triple-net 2.6% 5.6% 0.50% - 1.50%
SHOP(4) (8.3%) 0.2% (4.0%) - 0.00%
Life science 5.1% 4.2% 0.25% - 1.25%
Medical office 2.1% 3.0% 1.75% - 2.75%
Other 1.5% 1.2% 0.50% - 1.50%
Total Portfolio 1.2% 3.4% 0.25% - 1.75%
4Q17 4Q17
Full Year
2017
Capitalization Debt Ratios
Common stock outstanding and DownREIT units 476,053 Financial Leverage 45.6% 45.6%
Total Market Equity $ 12,415,462 Secured Debt Ratio 1.7% 1.7%
Total Debt $ 8,231,541 Net Debt to Adjusted EBITDA 6.8x 6.6x
Adjusted fixed charge
coverage 3.8x 3.7x
Property
Count Capacity
Unit of
Measure Occupancy
Portfolio Statistics
Senior housing triple-net 181 18,331 Units 86.3%
SHOP 176 27,212 Units 86.5%
Life science 135 8,005 Sq. Ft. 93.8%
Medical office 257 18,749 Sq. Ft. 91.8%
Other 79 N/A N/A N/A
Total 828 N/A N/A N/A
The Numbers
(1) Reconciliations, definitions and important discussions
regarding the usefulness and limitations of the non-GAAP
financial measures used in this report can be found at
http://ir.hcpi.com/financial-reconciliation.
(2) Includes the Company's share of unconsolidated joint
ventures ("JVs") and activity from assets sold and held for
sale during the periods presented.
(3) Includes non-cash adjustments related to the Brookdale
Transaction. For further discussion, see "Brookdale
Transaction - Non-Cash NOI Impact" on page 51 of this
report.
(4) The fourth quarter 2017 SHOP Total SPP Cash NOI growth
rate was impacted by: (i) outsized volume purchase rebates
recorded in the fourth quarter of 2016 (3.0%); (ii) a portfolio
of recently acquired and transitioned assets entering the SPP
pool in fourth quarter 2017 prior to reaching stabilized
occupancy (2.8%); (iii) an increase in sales and marketing
expenses in fourth quarter 2017 to catch up from lower spend
during the first half of 2017 and to better position the portfolio
for 2018 (2.3%); and (iv) under-accrual by an operator of a
utility bill which was provisioned for in fourth quarter 2017
(1.0%). Adjusting for these items, normalized fourth quarter
2017 SHOP Total SPP Cash NOI growth would be 0.8%.
11
December 31, 2017 December 31, 2016
Assets
Real estate:
Buildings and improvements $ 11,239,732 $ 11,692,654
Development costs and construction in progress 447,976 400,619
Land 1,785,865 1,881,487
Accumulated depreciation and amortization (2,741,695) (2,648,930)
Net real estate 10,731,878 11,325,830
Net investment in direct financing leases 714,352 752,589
Loans receivable, net 313,326 807,954
Investments in and advances to unconsolidated joint ventures 800,840 571,491
Accounts receivable, net of allowance of $4,425 and $4,459, respectively 40,733 45,116
Cash and cash equivalents 55,306 94,730
Restricted cash 26,897 42,260
Intangible assets, net 410,082 479,805
Assets held for sale, net 417,014 927,866
Other assets, net 578,033 711,624
Total assets $ 14,088,461 $ 15,759,265
Liabilities and Equity
Bank line of credit $ 1,017,076 $ 899,718
Term loans 228,288 440,062
Senior unsecured notes 6,396,451 7,133,538
Mortgage debt 144,486 623,792
Other debt 94,165 92,385
Intangible liabilities, net 52,579 58,145
Liabilities of assets held for sale, net 14,031 3,776
Accounts payable and accrued liabilities 401,738 417,360
Deferred revenue 144,709 149,181
Total liabilities 8,493,523 9,817,957
Commitments and contingencies
Common stock, $1.00 par value: 750,000,000 shares authorized; 469,435,678 and 468,081,489
shares issued and outstanding, respectively 469,436 468,081
Additional paid-in capital 8,226,113 8,198,890
Cumulative dividends in excess of earnings (3,370,520) (3,089,734)
Accumulated other comprehensive income (loss) (24,024) (29,642)
Total stockholders' equity 5,301,005 5,547,595
Joint venture partners 117,045 214,377
Non-managing member unitholders 176,888 179,336
Total noncontrolling interests 293,933 393,713
Total equity 5,594,938 5,941,308
Total liabilities and equity $ 14,088,461 $ 15,759,265
HCP, Inc.
Consolidated Balance Sheets
In thousands, except share and per share data
12
HCP, Inc.
Consolidated Statements of Operations
In thousands, except per share data
Three Months Ended December 31, Year Ended December 31,
2017 2016 2017 2016
(unaudited)
Revenues:
Rental and related revenues $ 255,006 $ 286,968 $ 1,071,153 $ 1,159,791
Tenant recoveries 36,702 34,565 142,496 134,280
Resident fees and services 132,587 186,118 524,275 686,835
Income from direct financing leases 13,701 14,789 54,217 59,580
Interest income 5,263 17,510 56,237 88,808
Total revenues 443,259 539,950 1,848,378 2,129,294
Costs and expenses:
Interest expense 71,882 103,148 307,716 464,403
Depreciation and amortization 136,833 146,927 534,726 568,108
Operating 198,669 195,648 666,251 738,399
General and administrative 21,485 20,600 88,772 103,611
Transaction costs 5,459 3,760 7,963 9,821
Impairments (recoveries), net 84,374 — 166,384 —
Total costs and expenses 518,702 470,083 1,771,812 1,884,342
Other income (expense):
Gain (loss) on sales of real estate, net 33,789 45,093 356,641 164,698
Loss on debt extinguishments — (46,020) (54,227) (46,020)
Other income (expense), net (9,303) (1,410) 31,420 3,654
Total other income (expense), net 24,486 (2,337) 333,834 122,332
Income (loss) before income taxes and equity income
(loss) from unconsolidated joint ventures (50,957) 67,530 410,400 367,284
Income tax benefit (expense) (13,297) (3,372) 1,333 (4,473)
Equity income (loss) from unconsolidated joint ventures 6,330 15,388 10,901 11,360
Income (loss) from continuing operations (57,924) 79,546 422,634 374,171
Discontinued operations:
Income (loss) before transaction costs and income taxes — 40,470 — 400,701
Transaction costs — (58,256) — (86,765)
Income tax benefit (expense) — (460) — (48,181)
Total discontinued operations — (18,246) — 265,755
Net income (loss) (57,924) 61,300 422,634 639,926
Noncontrolling interests' share in earnings (778) (2,639) (8,465) (12,179)
Net income (loss) attributable to HCP, Inc. (58,702) 58,661 414,169 627,747
Participating securities' share in earnings (596) (221) (1,156) (1,198)
Net income (loss) applicable to common shares $ (59,298) $ 58,440 $ 413,013 $ 626,549
Earnings per common share:
Basic $ (0.13) $ 0.12 $ 0.88 $ 1.34
Diluted $ (0.13) $ 0.12 $ 0.88 $ 1.34
Weighted average shares used to calculate earnings
per common share:
Basic 469,229 467,979 468,759 467,195
Diluted 469,229 468,210 468,935 467,403
13
HCP, Inc.
Funds From Operations
In thousands, except per share data
(unaudited)
Three Months Ended
December 31,
Year Ended
December 31,
2017 2016 2017 2016
Net income (loss) applicable to common shares $ (59,298) $ 58,440 $ 413,013 $ 626,549
Real estate related depreciation and amortization 136,833 147,415 534,726 572,998
Real estate related depreciation and amortization on unconsolidated
joint ventures 12,347 12,696 60,058 49,043
Real estate related depreciation and amortization on noncontrolling
interests and other (3,425) (5,317) (15,069) (21,001)
Other depreciation and amortization 1,646 2,998 9,364 11,919
Loss (gain) on sales of real estate, net (33,789) (45,093) (356,641) (164,698)
Loss (gain) on sales of real estate, net on unconsolidated joint ventures (1,430) (16,118) (1,430) (16,332)
Loss (gain) on sales of real estate, net on noncontrolling interests — 226 — 224
Taxes associated with real estate dispositions(1) — 7,017 (5,498) 60,451
Impairments (recoveries) of real estate, net — — 22,590 —
FFO applicable to common shares $ 52,884 $ 162,264 $ 661,113 $ 1,119,153
Distributions on dilutive convertible units — — — 8,732
Diluted FFO applicable to common shares $ 52,884 $ 162,264 $ 661,113 $ 1,127,885
Diluted FFO per common share $ 0.11 $ 0.35 $ 1.41 $ 2.39
Weighted average shares used to calculate diluted FFO per common
share 469,388 468,210 468,935 471,566
Impact of adjustments to FFO:
Transaction-related items(2) $ 60,100 $ 62,016 $ 62,576 $ 96,586
Other impairments (recoveries), net(3) 84,374 — 92,900 —
Severance and related charges(4) 1,111 2,501 5,000 16,965
Loss on debt extinguishments(5) — 46,020 54,227 46,020
Litigation costs(6) 8,130 3,081 15,637 3,081
Casualty-related charges (recoveries), net 2,039 — 10,964 —
Foreign currency remeasurement losses (gains) (58) 318 (1,043) 585
Tax rate legislation impact(7) 17,028 — 17,028 —
$ 172,724 $ 113,936 $ 257,289 $ 163,237
FFO as adjusted applicable to common shares $ 225,608 $ 276,200 $ 918,402 $ 1,282,390
Distributions on dilutive convertible units and other (98) 2,315 6,657 12,849
Diluted FFO as adjusted applicable to common shares $ 225,510 $ 278,515 $ 925,059 $ 1,295,239
Per common share impact of adjustments on diluted FFO $ 0.37 $ 0.24 $ 0.54 $ 0.35
Diluted FFO as adjusted per common share $ 0.48 $ 0.59 $ 1.95 $ 2.74
Weighted average shares used to calculate diluted FFO as adjusted per
common share 469,388 474,318 473,620 473,340
FFO as adjusted from QCP $ — $ 26,948 $ — $ 328,341
Diluted Comparable FFO as adjusted applicable to common shares(8) $ 225,510 $ 251,567 $ 925,059 $ 966,898
FFO as adjusted from QCP per common share $ — $ (0.06) $ — $ (0.70)
Diluted Comparable FFO as adjusted per common share $ 0.48 $ 0.53 $ 1.95 $ 2.04
(1) For the year ended December 31, 2017, represents income
tax benefit associated with the disposition of real estate assets
in our RIDEA II transaction. For the year ended December 31,
2016, represents income tax expense associated with the
state built-in gain tax payable upon the disposition of specific
real estate assets, of which $49 million relates to the HCRMC
real estate portfolio.
(2) For the three months and year ended December 31, 2017,
includes $55 million of net non-cash charges related to the
right to terminate certain triple-net leases and management
agreements in conjunction with the November 2017
Brookdale transaction. For the three months and year ended
December 31, 2016, primarily relates to the Spin-Off.
(3) For the three months ended December 31, 2017, represents
the impairment on our Tandem Health Care mezzanine loan
("Tandem Mezzanine Loan"). For the year ended December
31, 2017, represents $144 million of impairments on our
Tandem Mezzanine Loan throughout 2017, net of a $51 million
impairment recovery upon the sale of our Four Seasons Notes
in the first quarter of 2017.
(4) For the year ended December 31, 2017, primarily relates to
the departure of our former Executive Vice President and Chief
Accounting Officer. For the year ended December 31, 2016,
primarily relates to the departure of our former President and
Chief Executive Officer.
(5) For the year ended December 31, 2017, represents the
premium associated with the prepayment of $500 million of
senior unsecured notes. For the three months and year ended
December 31, 2016, represents penalties of $46 million from
the prepayment of $1.1 billion of senior unsecured notes and
$108 million of mortgage debt using proceeds from the Spin-
Off.
(6) For the three months ended December 31, 2017, primarily
relates to a legal settlement. For the year ended December
31, 2017, relates to costs from securities class action litigation
and a legal settlement. For the three months and year ended
December 31, 2016, primarily relates to costs from securities
class action litigation. See Note 3 in the Consolidated Financial
Statements for the year ended December 31, 2017 included
in the Company’s Annual Report on Form 10-K filed with the
SEC for additional information.
(7) Represents the remeasurement of deferred tax assets and
liabilities as a result of the Tax Cuts and Jobs Act that was
signed into legislation on December 22, 2017.
(8) Represents FFO as adjusted excluding FFO as adjusted from
QCP and interest expense related to debt repaid using
proceeds from the Spin-Off, assuming these transactions
occurred at the beginning of the earliest period presented.
Comparable FFO as adjusted allows management to evaluate
the performance of our remaining real estate portfolio
following the completion of the Spin-Off.
14
HCP, Inc.
Funds Available for Distribution
In thousands
(unaudited)
Three Months Ended
December 31,
Year Ended
December 31,
2017 2016 2017 2016
FFO as adjusted applicable to common shares $ 225,608 $ 276,200 $ 918,402 $ 1,282,390
Amortization of deferred compensation(1) 3,180 2,687 13,510 15,581
Amortization of deferred financing costs 3,428 4,416 14,569 20,014
Straight-line rents (5,881) (5,980) (23,933) (27,560)
FAD capital expenditures(2) (44,272) (27,231) (124,176) (93,407)
Lease restructure payments 305 2,124 1,470 16,604
CCRC entrance fees(3) 6,949 4,763 21,385 21,287
Deferred income taxes(4) (4,967) (4,714) (15,490) (13,692)
Other FAD adjustments (1,747) (1,014) (2,017) (5,521)
FAD applicable to common shares $ 182,603 $ 251,251 $ 803,720 $ 1,215,696
Distributions on dilutive convertible units — 2,466 — 13,088
Diluted FAD applicable to common shares $ 182,603 $ 253,717 $ 803,720 $ 1,228,784
_______________________________________
(1) Excludes $0.7 million related to the acceleration of deferred compensation for restricted stock units that vested upon the departure
of our former Executive Vice President and Chief Accounting Officer, which is included in the severance and related charges for the
year ended December 31, 2017. Excludes $7 million related to the acceleration of deferred compensation for restricted stock units
that vested upon the departure of our former President and Chief Executive Officer, which is included in severance and related
charges for the year ended December 31, 2016.
(2) Includes our share of recurring capital expenditures, leasing costs, and tenant and capital improvements from unconsolidated joint
ventures.
(3) Represents our 49% share of non-refundable entrance fees as the fees are collected by our CCRC JV, net of reserves and CCRC JV
entrance fee amortization.
(4) Excludes $17 million of deferred tax expenses, which is included in tax rate legislation impact for the three months and year ended
December 31, 2017. Additionally, the year ended December 31, 2017, excludes $1 million of deferred tax benefit from the casualty-
related charges, which is included in casualty-related charges (recoveries), net.
15
Other
10%
Senior housing
triple-net 24%
SHOP 19%
Life science 23%
Medical
office 24%
Portfolio Summary
As of and for the quarter ended December 31, 2017, dollars in thousands
Property
Count Age Investment
Total Cash
NOI and
Interest
Private
Pay %(1)
Property Portfolio
Senior housing triple-net 181 19 $ 3,569,085 $ 77,265 93.0
SHOP 101 22 2,606,937 38,084 97.7
Life science 120 20 4,075,534 71,309 100.0
Medical office 243 23 4,088,786 74,163 100.0
Other 76 32 953,513 26,771 80.4
721 22 $ 15,293,855 $ 287,592 96.0
Debt Investments
Other — N/A $ 332,015 $ 5,263 —
HCP's Share of Unconsolidated JVs(2)
SHOP 72 22 $ 1,191,030 $ 23,171 84.4
Life science 4 21 87,971 1,676 100.0
Medical office 3 23 17,019 425 100.0
Other 3 47 7,661 410 14.4
82 22 $ 1,303,681 $ 25,682 84.6
Developments
SHOP (Unconsolidated JVs) 2 N/A $ 15,547 $ — —
Life science 9 N/A 272,840 — —
Medical office 3 N/A 43,044 — —
14 N/A $ 331,431 $ — —
Redevelopments
SHOP 1 N/A $ 2,257 $ — —
Life science 2 N/A 31,243 — —
Medical office 8 N/A 104,814 — —
11 N/A $ 138,314 $ — —
Total
Senior housing triple-net 181 19 $ 3,569,085 $ 77,265 93.0
SHOP 176 22 3,815,771 61,255 92.6
Life science 135 20 4,467,588 72,985 100.0
Medical office 257 23 4,253,663 74,588 100.0
Other 79 32 1,293,189 32,444 79.8
828 22 $ 17,399,296 $ 318,537 95.0
(1) Self-pay and private insurance (including managed care) revenues as
a percentage of total property revenues for the most recent trailing
12 months available, weighted based on current quarter Total Cash
NOI including assets sold in the quarter. Revenues for medical office
properties are considered 100% private pay.
(2) HCP’s pro rata share information is prepared on a basis consistent
with the comparable consolidated amounts 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 and is calculated by applying our
actual ownership percentage for the period.
TOTAL CASH NOI AND INTEREST INCOME
$318.5M
16
Portfolio Summary
(1) Includes non-cash adjustments related to the Brookdale Transaction. For further discussion, see "Brookdale Transaction - Non-Cash NOI Impact" on page 51 of
this report.
(2) Total NOI and Total Cash NOI include $1.3 million and $4.8 million, respectively, attributable to non-controlling interests, excluding DownREITs.
For the quarter ended December 31, 2017, dollars in thousands
TOTAL NOI, TOTAL CASH NOI AND INTEREST INCOME
Total Rental and
Operating
Revenues(1)
Total
Operating
Expenses(1) Total
NOI(1)(2) Total Cash NOI(2)
Interest
Income
Total Cash NOI
and Interest
Income
Wholly-Owned
Senior housing triple-net $ 58,214 $ (892) $ 57,322 $ 77,265 $ — $ 77,265
SHOP 133,789 (129,265) 4,524 38,084 — 38,084
Life science 96,592 (21,977) 74,615 71,309 — 71,309
Medical office 120,077 (45,266) 74,811 74,163 — 74,163
Other 29,324 (1,269) 28,055 26,771 5,263 32,034
$ 437,996 $ (198,669) $ 239,327 $ 287,592 $ 5,263 $ 292,855
HCP's Share of Unconsolidated JVs
SHOP $ 83,673 $ (66,761) $ 16,912 $ 23,171 $ — $ 23,171
Life science 2,013 (390) 1,623 1,676 — 1,676
Medical office 692 (306) 386 425 — 425
Other 428 (18) 410 410 — 410
$ 86,806 $ (67,475) $ 19,331 $ 25,682 $ — $ 25,682
Total
Senior housing triple-net $ 58,214 $ (892) $ 57,322 $ 77,265 $ — $ 77,265
SHOP 217,462 (196,026) 21,436 61,255 — 61,255
Life science 98,605 (22,367) 76,238 72,985 — 72,985
Medical office 120,769 (45,572) 75,197 74,588 — 74,588
Other 29,752 (1,287) 28,465 27,181 5,263 32,444
$ 524,802 $ (266,144) $ 258,658 $ 313,274 $ 5,263 $ 318,537
17
Same Property Portfolio
(1) Includes non-cash adjustments related to the
Brookdale Transaction. For further discussion, see
"Brookdale Transaction - Non-Cash NOI Impact" on
page 51 of this report.
(2) The fourth quarter 2017 SHOP Total SPP Cash NOI
growth rate was impacted by: (i) outsized volume
purchase rebates recorded in the fourth quarter of
2016 (3.0%); (ii) a portfolio of recently acquired and
transitioned assets entering the SPP pool in fourth
quarter 2017 prior to reaching stabilized occupancy
(2.8%); (iii) an increase in sales and marketing
expenses in fourth quarter 2017 to catch up from lower
spend during the first half of 2017 and to better position
the portfolio for 2018 (2.3%); and (iv) under-accrual by
an operator of a utility bill which was provisioned for
in fourth quarter 2017 (1.0%). Adjusting for these
items, normalized fourth quarter 2017 SHOP Total SPP
Cash NOI growth would be 0.8%.
As of December 31, 2017, dollars in thousands, includes HCP's pro rata share of unconsolidated JVs
SAME PROPERTY PORTFOLIO RECONCILIATION
Senior Housing
Triple-net SHOP
Life
Science
Medical
Office Other Total
Total Property Count 181 176 135 257 79 828
Acquisitions — (1) (4) (27) — (32)
Assets in Development — (2) (9) (3) — (14)
Assets in Redevelopment — (1) (2) (8) — (11)
Assets held for sale (2) (6) (4) — — (12)
Unconsolidated JVs held for sale — (49) — — — (49)
Change in reporting structure — (31) — — — (31)
Completed Developments — (2) (3) (3) — (8)
Assets impacted by casualty event — (1) — — — (1)
Three-Month SPP Property Count 179 83 113 216 79 670
Acquisitions (5) (8) (1) — (1) (15)
Change in reporting structure — (8) — — — (8)
Completed Developments — — — (1) — (1)
Full Year SPP Property Count 174 67 112 215 78 646
% of
Property
Portfolio
based on
Investment
Year-Over-Year Sequential
THREE-MONTH SPP
Property
Count Investment
Occupancy Growth Occupancy Growth
4Q17 4Q16 Total SPPNOI
Total SPP
Cash NOI 4Q17 3Q17
Total SPP
NOI
Total SPP
Cash NOI
Senior housing triple-net 179 $ 3,520,582 99 86.4% 88.0% (1) 2.6% 86.4% 86.2% (1) 4.5%
SHOP 83 2,718,067 72 87.0% 88.7% (1) (8.3%) (2) 87.0% 86.2% (1) (2.3%)
Life science 113 3,306,527 79 94.7% 96.0% 5.7% 5.1% 94.7% 96.4% 2.2% (0.6%)
Medical office 216 3,267,851 80 91.5% 92.4% 0.7% 2.1% 91.5% 91.8% 1.0% 0.9%
Other 79 961,174 100 N/A N/A 1.9% 1.5% N/A N/A 0.4% 0.5%
Total Portfolio 670 $ 13,774,201 83 (1) 1.2% (1) 1.0%
% of
Property
Portfolio
based on
Investment
Year-Over-Year
FULL YEAR
Property
Count Investment
Occupancy Growth
4Q17 4Q16 Total SPPNOI
Total SPP
Cash NOI
Senior housing triple-net 174 $ 3,443,021 96 86.5% 87.9% (1) 5.6%
SHOP 67 2,371,340 62 87.8% 89.5% (1) 0.2%
Life science 112 3,276,223 79 94.7% 97.1% 3.3% 4.2%
Medical office 215 3,200,422 78 91.5% 92.4% 1.9% 3.0%
Other 78 943,265 98 N/A N/A 2.4% 1.2%
Total Portfolio 646 $ 13,234,271 80 (1) 3.4%
18
Capitalization
Dollars and shares in thousands, except price per share data
TOTAL CAPITALIZATION
December 31, 2017
Shares Value Total Value
Common stock (NYSE: HCP) 469,436 $ 26.08 $ 12,242,891
Convertible partnership (DownREIT) units 6,617 26.08 172,571
Total Market Equity 476,053 $ 12,415,462
Consolidated debt N/A 7,880,466
Total Market Equity and Consolidated Debt 476,053 $ 20,295,928
HCP's share of unconsolidated JV debt N/A 351,075
Total Market Equity and Total Debt 476,053 $ 20,647,003
COMMON STOCK AND EQUIVALENTS
Weighted Average Shares Weighted Average Shares
Three Months Ended December 31, 2017 Twelve Months Ended December 31, 2017
Shares Outstanding
December 31, 2017 Diluted EPS Diluted FFO
Diluted FFO
as adjusted Diluted EPS Diluted FFO
Diluted FFO
as adjusted
Common stock 469,436 469,229 469,229 469,229 468,759 468,759 468,759
Common stock equivalent securities:
Restricted stock units 1,138 — 127 127 120 120 120
Dilutive impact of options 32 — 32 32 56 56 56
Convertible partnership (DownREIT) units 6,617 — — — — — 4,685
Total common stock and equivalents 477,223 469,229 469,388 469,388 468,935 468,935 473,620
19
Indebtedness and Ratios
As of December 31, 2017, dollars in thousands
DEBT MATURITIES AND SCHEDULED PRINCIPAL REPAYMENTS (AMORTIZATION)
Senior Unsecured
Notes Mortgage Debt
HCP's Share of
Unconsolidated JV Debt Total Debt
Bank Line of
Credit(1) Term Loan(2) Amounts Rates %(3) Amounts Rates %(3)
Consolidated
Debt Amounts(4) Rates %(3) Amounts Rates %(3)
2018 $ — $ — $ — — $ 3,512 — $ 3,512 $ 22,344 4.31 $ 25,856 3.72
2019 — 228,674 450,000 3.95 3,700 — 682,374 17,660 4.21 700,034 3.23
2020 — — 800,000 2.79 3,758 5.08 803,758 11,726 4.22 815,484 2.82
2021 1,017,076 — 700,000 5.49 11,117 5.26 1,728,193 41,224 3.98 1,769,417 3.87
2022 — — 900,000 3.93 2,861 — 902,861 15,536 4.42 918,397 3.92
2023 — — 800,000 4.39 2,993 — 802,993 4,053 3.96 807,046 4.37
2024 — — 1,150,000 4.17 3,131 — 1,153,131 935 — 1,154,066 4.15
2025 — — 1,350,000 3.94 3,276 — 1,353,276 18,911 3.87 1,372,187 3.93
2026 — — — — 3,213 3.04 3,213 942 — 4,155 2.35
2027 — — — — 9,247 5.30 9,247 945 — 10,192 4.81
Thereafter — — 300,000 6.88 91,759 4.02 391,759 38,006 3.64 429,765 5.98
Subtotal $ 1,017,076 $ 228,674 $ 6,450,000 $ 138,567 $ 7,834,317 $ 172,282 $ 8,006,599
Other Debt(5) — — — — 94,165 180,011 274,176
(Discounts), premium and
debt costs, net — (386) (53,549) 5,919 (48,016) (1,218) (49,234)
Total $ 1,017,076 $ 228,288 $ 6,396,451 $ 144,486 $ 7,880,466 $ 351,075 $ 8,231,541
Weighted average interest
rate % 2.74 1.79 4.19 4.19 3.93 3.99 3.93
Weighted average
maturity in years 3.8 1.0 5.8 19.7 5.7 5.5 5.7
(1) Includes £105 million ($142 million) translated into U.S. dollars at December 31, 2017. On October 19, 2017, we closed on a new $2.0 billion credit facility which has the following features: (i)
initial maturity date of October 19, 2021 with two 6-month committed extension options; (ii) annual interest cost of LIBOR plus 100 basis points and facility fee of 20 basis points based on our
current unsecured credit ratings; and (iii) inclusion of a $750 million accordion feature which can be used to increase the facility size, subject to securing additional commitments.
(2) Represents £169 million translated into U.S. dollars at December 31, 2017.
(3) The rates are reported in the year in which the related debt matures.
(4) Reflects pro rata share of mortgage and other debt in the Company's unconsolidated JVs.
(5) Represents non-interest bearing Entrance Fee deposits at certain of the Company's senior housing facilities and demand notes that have no scheduled maturities.
20
Indebtedness and Ratios
As of December 31, 2017, dollars in thousands, includes HCP's pro rata share of unconsolidated JVs
DEBT STRUCTURE
Weighted Average
Balance % of Total Interest Rate Years to Maturity
Secured Fixed rate $ 199,529 3 4.18% 15.5
Floating rate 111,320 1 3.89% 5.2
Combined $ 310,849 4 4.07% 11.8
Unsecured Fixed rate 6,450,000 80 4.19% 5.8
Floating rate 1,245,750 16 2.56% 3.3
Combined $ 7,695,750 96 3.92% 5.4
Total Fixed rate 6,649,529 83 4.19% 6.1
Floating rate 1,357,070 17 2.67% 3.4
Combined $ 8,006,599 100 3.93% 5.7
Other debt(1) 274,176
(Discounts), premiums and debt costs, net (49,234)
Total Debt $ 8,231,541
FINANCIAL COVENANTS(2)
Bank Line of Credit
Requirement Actual Compliance
Leverage Ratio No greater than 60% 48%
Secured Debt Ratio No greater than 30% 4%
Unsecured Leverage Ratio No greater than 60% 51%
Fixed Charge Coverage Ratio (12 months) No less than 1.50x 3.5x
Tangible net worth (in billions) No less than $6.5 $8.3
CREDIT RATINGS (SENIOR UNSECURED DEBT)
Moody's Baa2 (Stable)
S&P Global BBB (Positive)
Fitch BBB (Stable)
(1) Represents non-interest bearing Entrance Fee deposits at certain of the Company's senior housing facilities and demand notes that have no scheduled maturities.
(2) Calculated based on the definitions contained in the credit agreement, which may differ from similar terms used in the Company’s consolidated financial statements as provided
in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Compliance with certain of these financial covenants requires the inclusion of the Company’s consolidated
amounts and its proportionate share of unconsolidated JVs.
21
Investment Summary Acquisitions, Fundingsand Repayments
For the three and twelve months ended December 31, 2017, dollars and square feet in thousands
INVESTMENT SUMMARY
Three Months Ended
December 31, 2017
Twelve Months Ended
December 31, 2017
Acquisitions $ 423,842 $ 561,942
Development fundings 61,459 229,321
Redevelopment fundings 17,454 51,588
Loan fundings 1,906 26,163
Total $ 504,661 $ 869,014
(1) In December, the Company also acquired Brookdale's 10% interest in the RIDEA III JV for $32 million. The acquisition of Brookdale's 10% interest in the RIDEA I JV for $63 million is
expected to close in the first quarter of 2018.
(2) Represents the average yield calculated using projected Cash NOI for the 12-month period following acquisition for stabilized properties, and 2019 Cash NOI for Shoreline and Hayden,
which are in lease-up.
(3) In June, the Company acquired two life science facilities in San Diego, CA, including a 50,000 square foot vacant building placed in redevelopment upon acquisition.
(4) Includes $101 million of proceeds from our Four Seasons investment that was placed on cost recovery in 2015. As a result, no interest income was recognized in 2017. The remaining
$35 million of proceeds earned a 5.7% yield to maturity.
(5) HC-One debt investment earned an 8.3% yield to maturity.
ACQUISITIONS(1)
Date Capacity Property Count Property Type Purchase Price
Forward
Cash Yield(2)
Wateridge(3) June 124 Sq. Ft. 2 Life science $ 26,100
IRA Portfolio July 138 Sq. Ft. 3 Medical office 48,500
Shoreline August 139 Sq. Ft. 1 Life science 63,500
Watertown November 90 Units 1 SHOP 45,000
Hayden December 397 Sq. Ft. 2 Life science 228,000
Montecito December 378 Sq. Ft. 11 Medical office 150,842
Total 20 $ 561,942 6.1%
DEBT INVESTMENT REPAYMENTS
Proceeds
Date GBP USD
Four Seasons(4) March £ 111,663 $ 135,682
HC-One(5) June 282,874 367,227
Total £ 394,537 $ 502,909
22
(1) Represents the average yield calculated using Cash NOI for the 12-month period prior to the sale for dispositions and for the 12-month period ended December 2017 for assets
held for sale.
(2) In January 2017, the Company sold a 40% interest in the RIDEA II JV, generating $480 million of proceeds, which included refinancing proceeds. On November 1, 2017, the
Company agreed to sell its remaining 40% interest in the RIDEA II JV, generating proceeds of $332 million. The transaction is expected to close in 2018.
(3) Represents the sale of land held for development and is excluded from the trailing yield calculation.
(4) In January 2018, a SHOP asset sold to Brookdale for $32 million and the West Palm Beach asset sold for $3 million.
ASSETS HELD FOR SALE
Held for Sale
Date Capacity Property Count Property Type
Projected
Sales Price
Trailing
Cash Yield(1)
South San Francisco, CA August 337 Sq. Ft. 4 Life science $ 269,400
Various, Brookdale(4) November 995 Units 6
SHOP / Senior
housing 274,858
West Palm Beach, FL(4) December 34 Units 1 SHOP 3,350
Sterling Heights, MI December 120 Units 1 SHOP 28,000
HCP's Share of Unconsolidated JVs
RIDEA II JV(2) November 5,092 Units 49 SHOP 332,000
61 $ 907,608 7.3%
Investment Summary Dispositions andAssets Held for Sale
For the year ended December 31, 2017, dollars and square feet in thousands
DISPOSITIONS
Date Capacity Property Count Property Type Sales Price
Trailing
Cash Yield(1)
Salt Lake City, UT January 324 Sq. Ft. 4 Life science $ 75,750
Memphis, TN January 130 Units 1 SHOP 2,250
RIDEA II sale of partnership interest(2) January N/A N/A SHOP 363,200
Palm Beach Gardens, FL February 199 Beds 1 Hospital 43,426
Various Brookdale March 5,967 Units 64 Senior housing 1,125,000
San Diego, CA(3) April 18 Acres — Life science 26,750
San Diego, CA April 15 Sq. Ft. 1 Life science 4,650
Conifer, CO June 10 Sq. Ft. 1 Medical office 750
Various Brookdale August 130 Units 2 Senior housing 14,500
Various, SC October 133 Units 2 Senior housing 12,000
Atlantis, FL November 32 Sq. Ft. 1 Medical office 11,250
Cincinnati, OH November 124 Units 1 SHOP 24,000
Various MOBs December 70 Sq. Ft. 2 Medical office 2,600
Various, GA December 195 Units 3 SHOP 16,750
HCP's Share of Unconsolidated JVs
Statesboro, GA December 60 Beds 1 Skilled Nursing 1,920
84 $ 1,724,796 7.7%
23
Developments
As of December 31, 2017, dollars and square feet in thousands
DEVELOPMENT PROJECTS IN PROCESS
Name of Project MSA Segment
Property
Count(1)
Placed
in Service(2)
Construction in
Process ("CIP")
Cost to
Complete
Total at
Completion
Wholly-Owned
Pearland II Houston, TX Medical office 1 $ 8,698 $ 8,595 $ 1,507 $ 18,800
Sky Ridge Denver, CO Medical office 1 24,429 9,994 3,128 37,551
Cypress Houston, TX Medical office 1 21,559 11,481 7,166 40,206
The Cove at Oyster Point - Phase II San Francisco, CA Life science 1 105,008 113,792 3,410 222,210
Ridgeview San Diego, CA Life science 3 — 44,502 17,498 62,000
The Cove at Oyster Point - Phase III San Francisco, CA Life science 2 — 66,306 144,805 211,111
Medical City Dallas Garage Dallas, TX Medical office N/A — 12,974 3,326 16,300
Sorrento Summit San Diego, CA Life science 1 — 1,070 14,930 16,000
Sierra Point - Phase I San Francisco, CA Life science 2 — 47,170 171,858 219,028
12 $ 159,694 $ 315,884 $ 367,628 $ 843,206
HCP's Share of Unconsolidated JVs
Otay Ranch San Diego, CA SHOP 1 — 9,256 18,588 27,844
Waldwick New York, NY SHOP 1 — 6,291 19,601 25,892
2 — $ 15,547 $ 38,189 $ 53,736
14 $ 159,694 $ 331,431 $ 405,817 $ 896,942
Projected stabilized yield typically ranges from 6.0% - 8.0%
Project Capacity
Name of Project
Health System
Affiliate
Placed In
Service/
Occupied
Under
Construction
Total
Project
Unit of
Measure
% of Total
Project
Leased
Project
Start
Actual / Estimated Occupancy
Initial Stabilized
Wholly-Owned
Pearland II Memorial Hermann 38 59 97 Sq. Ft. 79 2Q14 1Q16 3Q18
Sky Ridge HCA 63 55 118 Sq. Ft. 67 3Q14 1Q16 2Q18
Cypress Memorial Hermann 83 82 165 Sq. Ft. 50 1Q15 1Q16 3Q18
The Cove at Oyster Point - Phase II N/A 115 116 231 Sq. Ft. 100 1Q16 3Q17 1Q18
Ridgeview N/A — 301 301 Sq. Ft. 50 2Q16 3Q18 1Q19
The Cove at Oyster Point - Phase III N/A — 336 336 Sq. Ft. — 4Q16 4Q18 4Q19
Medical City Dallas Garage HCA — N/A N/A N/A N/A 1Q17 N/A N/A
Sorrento Summit N/A — 28 28 Sq. Ft. 100 3Q17 3Q19 3Q19
Sierra Point - Phase I N/A — 215 215 Sq. Ft. — 4Q17 4Q19 4Q20
299 1,192 1,491 43
HCP's Share of Unconsolidated JVs
Otay Ranch N/A — 111 111 Units N/A 2Q17 3Q18 4Q20
Waldwick N/A — 79 79 Units N/A 3Q17 4Q18 4Q20
190 190 N/A
(1) Property counts
exclude properties
placed in service for
development projects
that encompass more
than one property.
(2) Cash NOI and NOI for
assets placed in
service was $2.1
million and $3.2
million, respectively,
for the three months
ended December 31,
2017.
24
Redevelopments and Land Held for
Development(1)
As of December 31, 2017, dollars and square feet in thousands
REDEVELOPMENT PROJECTS IN PROCESS
Incremental Costs
Name of Project MSA Segment
Property
Count
Investment
Placed in
Redevelopment(2)
Placed
in
Service CIP
Cost to
Complete Total
Total at
Completion
Project
Start
Estimated
Completion
Wholly-Owned
Yorktown Washington, DC Medical office 1 $ — $ 429 $ 4,422 $ 1,357 $ 6,208 $ 6,208 3Q16 1Q18
Aurora I and II Denver, CO Medical office 2 — 1,096 6,854 379 8,329 8,329 3Q16 1Q18
Sunrise Tower IV Las Vegas, NV Medical office 1 — 1,082 5,291 477 6,850 6,850 3Q16 1Q18
Museum Medical Tower Houston, TX Medical office 1 — 2,009 6,638 1,401 10,048 10,048 3Q16 1Q18
One Fannin Houston, TX Medical office 1 — 2,595 4,133 2,221 8,949 8,949 4Q16 1Q18
3535 Market Street Philadelphia, PA Medical office 1 67,108 6,131 10,222 23,447 39,800 106,908 2Q17 2Q18
Directors Place - 4939 San Diego, CA Life science 1 19,180 — 3,358 5,684 9,042 28,222 2Q17 4Q18
Wateridge San Diego, CA Life science 1 7,906 — 799 11,858 12,657 20,563 2Q17 4Q18
Encino Los Angeles, CA Medical office 1 — 13 146 9,521 9,680 9,680 3Q17 4Q18
West Bay Providence, RI SHOP 1 — — 2,257 703 2,960 2,960 3Q17 1Q18
11 $ 94,194 $ 13,355 $ 44,120 $ 57,048 $ 114,523 $ 208,717
Projected stabilized return on incremental capital invested typically ranges from 9.0% to 12.0%
LAND HELD FOR DEVELOPMENT
Project MSA Segment
Gross Site
Acreage
Estimated Rentable
Sq. Ft. / Units
Investment
to Date
Wholly-Owned
Sierra Point San Francisco, CA Life science 14 365 Sq. Ft. $ 53,265
Forbes Research Center San Francisco, CA Life science 8 326 Sq. Ft. 46,537
The Cove at Oyster Point - Phase IV San Francisco, CA Life science 2 164 Sq. Ft. 12,818
Brittania Modular Labs III San Francisco, CA Life science 2 106 Sq. Ft. 10,762
Poway II San Diego, CA Life science 26 465 Sq. Ft. 42,669
Torrey Pines Science Center San Diego, CA Life science 6 93 Sq. Ft. 11,510
Directors Place San Diego, CA Life science 4 82 Sq. Ft. 6,000
Remaining Various Various 13 N/A 4,588
75 1,601 Sq. Ft. $ 188,149
HCP's Share of Unconsolidated JVs
Oakmont Village Santa Rosa, CA SHOP 3 74 Units $ 2,292
Brandywine Philadelphia, PA SHOP 8 67 Units 797
11 141 Units $ 3,089
86 $ 191,238
(1) Redevelopments are excluded from SPP until they are
Stabilized. See Glossary for further definition.
(2) Represents the Investment for buildings or portions of
buildings placed in redevelopment. Projects with no
Investment placed in Redevelopment represent
buildings that remained in operations but were removed
from SPP.
25
Capital Expenditures
For the quarter ended December 31, 2017, dollars in thousands, except per unit/square foot
Senior
Housing
Triple-net SHOP Life Science
Medical
Office Other Total
Wholly-Owned
Recurring capital expenditures $ 4,971 $ 5,929 $ 1,566 $ 8,366 $ — $ 20,832
Tenant improvements - 2nd generation — — 2,562 5,474 — 8,036
Lease commissions — — 6,927 4,257 — 11,184
FAD capital expenditures $ 4,971 $ 5,929 (1) $ 11,055 $ 18,097 $ — $ 40,052
Revenue enhancing capital expenditures 5,304 8,793 (2) 2,535 2,120 — 18,752
Casualty related capital expenditures — 599 — 297 — 896
Initial Capital Expenditures ("ICE")(3) — 1,451 — 457 — 1,908
Tenant improvements - 1st generation — — 3,213 11,229 — 14,442
Development — 19 50,165 7,665 — 57,849
Redevelopment — 928 1,369 15,157 — 17,454
Capitalized interest — 19 2,894 1,417 — 4,330
Total capital expenditures $ 10,275 $ 17,738 $ 71,231 $ 56,439 $ — $ 155,683
HCP's Share of Unconsolidated JVs
Recurring capital expenditures $ — $ 3,541 $ — $ 243 $ — $ 3,784
Tenant improvements - 2nd generation — — — 16 — 16
Lease commissions — — 770 57 — 827
FAD capital expenditures $ — $ 3,541 $ 770 $ 316 $ — $ 4,627
Revenue enhancing capital expenditures — 2,688 — — — 2,688
Development — 3,610 — — — 3,610
Capitalized interest — 2 — — — 2
Total capital expenditures $ — $ 9,841 $ 770 $ 316 $ — $ 10,927
Total including unconsolidated JVs $ 10,275 $ 27,579 $ 72,001 $ 56,755 $ — $ 166,610
Recurring capital expenditures per unit/sq. ft.(4) (5)
$487
per Unit
$0.21
per Sq. Ft.
$0.47
per Sq. Ft.
(1) Includes $0.4 million attributable to non-controlling interests.
(2) Revenue enhancing capital expenditures per unit for SHOP are $590. The per unit based on majority type is $863, $283 and $572 for AL, IL and CCRC, respectively.
(3) Expenditures required to bring a newly acquired property up to standard. The expenditures are typically identified during underwriting and incurred within the first year of ownership.
(4) Recurring capital expenditures per unit for SHOP are $487. The per unit based on majority type is $406, $567 and $512 for AL, IL and CCRC, respectively.
(5) Senior housing triple-net per unit is not presented as it is not meaningful.
Fourth Quarter
26
Capital Expenditures
(1) Includes $1.8 million attributable to non-controlling interests.
(2) Revenue enhancing capital expenditures per unit for SHOP is $1,890. The per unit based on majority type is $1,898, $1,179 and $3,172 for AL, IL and CCRC, respectively.
(3) Recurring capital expenditures per unit for SHOP is $1,562. The per unit based on majority type is $1,392, $1,676 and $1,693 for AL, IL and CCRC, respectively.
(4) Senior housing triple-net per unit and Other per bed are not presented as they are not meaningful.
For the twelve months ended December 31, 2017, dollars in thousands, except per unit/square foot
Senior
Housing
Triple-net SHOP Life Science
Medical
Office Other Total
Wholly-Owned
Recurring capital expenditures $ 7,074 $ 19,913 $ 4,339 $ 18,425 $ 132 $ 49,883
Tenant improvements - 2nd generation — — 9,009 21,974 — 30,983
Lease commissions (140) 140 19,148 15,243 3 34,394
FAD capital expenditures $ 6,934 $ 20,053 (1) $ 32,496 $ 55,642 $ 135 $ 115,260
Revenue enhancing capital expenditures 25,269 21,240 (2) 4,241 3,153 — 53,903
Casualty related capital expenditures — 599 — 297 — 896
ICE — 5,660 94 2,368 — 8,122
Tenant improvements - 1st generation — — 16,724 25,982 — 42,706
Development — (301) 190,387 26,668 — 216,754
Redevelopment — 2,257 3,394 45,937 — 51,588
Capitalized interest — 104 12,713 4,120 — 16,937
Total capital expenditures $ 32,203 $ 49,612 $ 260,049 $ 164,167 $ 135 $ 506,166
HCP's Share of Unconsolidated JVs
Recurring capital expenditures $ — $ 9,477 $ 16 $ 331 $ — $ 9,824
Tenant improvements - 2nd generation — — — 17 — 17
Lease commissions — — 785 77 — 862
FAD capital expenditures $ — $ 9,477 $ 801 $ 425 $ — $ 10,703
Revenue enhancing capital expenditures — 14,325 — 2 — 14,327
ICE — 10 — — — 10
Tenant improvements - 1st generation — — 52 — — 52
Development — 12,567 — — — 12,567
Capitalized interest — 23 — — — 23
Total capital expenditures $ — $ 36,402 $ 853 $ 427 $ — $ 37,682
Total including unconsolidated JVs $ 32,203 $ 86,014 $ 260,902 $ 164,594 $ 135 $ 543,848
Recurring capital expenditures per unit/sq. ft.(3) (4)
$1,562
per Unit
$0.60
per Sq. Ft.
$1.03
per Sq. Ft. (4)
Full Year
27
Portfolio Diversification
As of and for the quarter ended December 31, 2017, dollars in thousands, includes HCP's pro rata share of unconsolidated JVs
TOTAL CASH NOI AND INTEREST INCOME BY MSA
MSA
Property
Count
Senior Housing
Triple-net SHOP Life Science
Medical
Office Other Total % of Total
San Francisco, CA 79 $ 2,557 $ — $ 47,447 $ 773 $ — $ 50,777 16
Dallas, TX 46 2,309 1,477 — 9,112 7,083 19,981 6
Houston, TX 41 1,060 6,656 — 9,138 333 17,187 5
San Diego, CA 38 790 429 13,423 2,142 — 16,784 5
Denver, CO 22 2,118 4,170 — 4,746 — 11,034 3
Philadelphia, PA 7 5,005 1,860 — 3,616 — 10,481 3
Washington, DC 20 6,635 1,720 — 939 — 9,294 3
San Jose, CA 15 — — 8,602 617 — 9,219 3
Los Angeles, CA 13 2,431 1,537 — 1,277 3,660 8,905 3
Seattle, WA 13 2,734 — — 6,102 — 8,836 3
Remaining 520 51,626 43,406 3,513 36,126 16,105 150,776 48
Cash NOI 814 $ 77,265 $ 61,255 $ 72,985 $ 74,588 $ 27,181 $ 313,274 98
Interest income — — — — — 5,263 5,263 2
Total 814 $ 77,265 $ 61,255 $ 72,985 $ 74,588 $ 32,444 $ 318,537 100
28
As of and for the quarter ended December 31, 2017, dollars in thousands, includes HCP's pro rata share of unconsolidated JVs
TOTAL CASH NOI AND INTEREST INCOME BY OPERATOR/TENANT
Tenant/Credit Exposure SHOP/Operator Exposure
Operator/Tenant
Property
Count
Senior
Housing
Triple-net
Life
Science
Medical
Office Other Total
% of Total
Cash NOI
and Interest
Income
Property
Count SHOP
% of Total
Cash NOI
and Interest
Income
Brookdale 78 $ 32,669 $ — $ — $ — $ 32,669 10 140 $ 55,372 18
Sunrise Senior Living 48 25,889 — — — 25,889 8 — — —
Amgen 7 — 12,717 — — 12,717 4 — — —
Google 11 — 7,719 — — 7,719 2 — — —
Hospital Corporation of America 6 — — 819 5,644 6,463 2 — — —
Maria Mallaband Care Group 25 — — — 5,990 5,990 2 — — —
Remaining 465 18,707 52,549 73,769 20,810 165,835 52 34 5,883 2
640 $ 77,265 $ 72,985 $ 74,588 $ 32,444 $ 257,282 80 174 $ 61,255 20
PRO FORMA TOTAL CASH NOI AND INTEREST INCOME BY OPERATOR/TENANT(1)
Tenant/Credit Exposure SHOP/Operator Exposure
Operator/Tenant
Property
Count
Senior
Housing
Triple-net
Life
Science
Medical
Office Other Total
% of Total
Cash NOI
and Interest
Income
Property
Count SHOP
% of Total
Cash NOI
and Interest
Income
Brookdale Senior Living 43 $ 18,605 $ — $ — $ — $ 18,605 7 35 $ 29,172 10
Sunrise Senior Living 48 25,889 — — — 25,889 9 — — —
Amgen 7 — 12,717 — — 12,717 5 — — —
Google 11 — 7,719 — — 7,719 3 — — —
Hospital Corp of America 6 — — 819 5,644 6,463 2 — — —
Harbor Retirement Associates 14 4,749 — — — 4,749 2 — — —
Remaining 411 13,957 48,086 75,148 15,265 152,456 54 64 22,573 8
540 $ 63,200 $ 68,522 $ 75,967 $ 20,909 $ 228,598 82 99 $ 51,745 18
Portfolio Diversification
(1) Pro forma to reflect the Brookdale Transaction, and the sale of: our U.K. holdings, the remaining 40% interest in the RIDEA II JV, four life science properties that are held for sale, and certain other
previously announced sales. Pro forma Total Cash NOI is further adjusted to reflect acquisitions and dispositions as if they occurred on the first day of the quarter.
29
Expirations and Maturities
As of December 31, 2017, dollars in thousands, includes HCP's pro rata share of unconsolidated JVs
EXCLUDES PURCHASE AND PREPAYMENT OPTIONS
Annualized Base Rent
Year Total % of Total
Senior
Housing
Triple-net Life Science
Medical
Office Other
Interest
Income
2018(1) $ 97,712 9 $ 6,191 $ 18,321 $ 70,442 $ 1,006 $ 1,752
2019 95,264 9 2,238 31,907 53,525 7,594 —
2020 127,606 11 39,646 19,994 58,562 8,385 1,019
2021 105,058 9 10,191 50,523 39,353 1,870 3,121
2022 80,104 7 1,513 22,656 41,882 13,179 874
2023 133,489 12 44,926 60,929 17,227 — 10,407
2024 59,597 5 18,052 4,618 21,552 15,375 —
2025 99,857 9 9,618 37,191 32,429 20,619 —
2026 33,278 3 5,746 8,991 18,541 — —
2027 41,822 4 12,090 15,328 14,404 — —
Thereafter 244,856 22 154,241 27,828 24,052 38,735 —
$ 1,118,643 100 $ 304,452 $ 298,286 $ 391,969 $ 106,763 $ 17,173
Weighted average
maturity in years 6.3 9.1 5.4 4.3 8.0 4.6
REFLECTS PURCHASE AND PREPAYMENT OPTIONS
Annualized Base Rent
Year Total % of Total
Senior
Housing
Triple-net Life Science
Medical
Office Other
Interest
Income(2)
2018(1) $ 104,916 9 $ 6,191 $ 18,321 $ 76,716 $ 1,006 $ 2,682
2019 117,624 11 2,238 31,907 50,340 21,713 11,426
2020 130,763 12 39,646 25,982 56,750 8,385 —
2021 115,642 10 10,191 50,523 50,867 1,870 2,191
2022 78,331 7 1,513 22,656 40,109 13,179 874
2023 120,621 11 44,926 60,929 14,766 — —
2024 44,959 4 18,052 4,618 21,033 1,256 —
2025 100,650 9 9,618 37,191 33,222 20,619 —
2026 24,514 2 5,746 8,991 9,777 — —
2027 41,755 4 12,090 15,328 14,337 — —
Thereafter 238,868 21 154,241 21,840 24,052 38,735 —
$ 1,118,643 100 $ 304,452 $ 298,286 $ 391,969 $ 106,763 $ 17,173
(1) Includes month-to-month
and holdover leases.
(2) Reflects the earliest point
at which there is no
prepayment penalty.
30
2.2
5x
2.0
0x
1.7
5x
1.5
0x
1.2
5x
1.0
0x
0.7
5x
0.5
0x0 2 4 6 8 10 12 14 16 18 20
1.2% 0.6%
1.3%
1.0%
1.0%
1.6%
1.1%
1.4%
2.2%
1.4%
1.5%0.7%
2.4%
1.9%
1.5%
0.6%
1.0%
1.2%
0.2%
0.1%
0.1%
0.4%
0.4%
0.2%
0.1%
0.3%
0.4%
Triple-Net Master Lease Profile(1)(2)
25
13.00
x
FACILITY EBIT
D
AR CFC (TRAILING 12 MONTHS ENDED 09/30/2017
)
HIGHER RIS
K
LOWER RIS
K
HIGHER RISK LOWER RISK
TERM (YEARS TO EXPIRATION)
%
Senior Housing
Other
No Corporate Guaranty
Share of Total Cash NOI
and Interest Income
INVESTMENT TYPE
(1) Excludes properties held for sale or sold, master leases with properties acquired
during the period required to calculate CFC and master leases that include newly
completed development that are not stabilized.
(2) Pro forma to reflect the Brookdale Transaction. In connection with the agreement,
multiple leases with Brookdale were combined into a single master lease with
varying maturities. The varying maturities are reflected in the graph based on their
renewal terms.
(3) Represents the percentage of Total Cash NOI supported by a corporate guaranty.
Facility EBITDAR CFC
% of
HCP Total Cash
NOI and
Interest Income
# of Leases/
Data Points
Weighted
Average
Maturity in
Years Guaranty(3)
Less than 1.0x 3.9 7 7.4 55.6%
1.00x - 1.25x 8.1 7 5.6 70.0%
1.26x - 1.50x 9.6 8 13.5 54.3%
1.51x and above 4.3 5 6.6 100.0%
31
Senior Housing Triple-net
As of and for the quarter ended December 31, 2017, dollars in thousands, except REVPOR
Property Portfolio
Property
Count Investment Cash NOI Units
Occupancy
%
REVPOR
Triple-Net
Facility
EBITDARM
CFC
Facility
EBITDAR
CFC
Assisted living 150 $ 2,638,542 $ 53,927 12,870 86.0 $ 6,259 1.29x 1.08x
Independent living 25 535,301 12,419 3,379 86.8 3,699 1.19x 1.05x
CCRC 6 395,242 10,919 2,082 86.9 6,022 1.35x 1.15x
Total 181 $ 3,569,085 $ 77,265 18,331 86.3 $ 5,749 1.28x 1.09x
Properties
Operator Investment Cash NOI Count % Pooled Units
Occupancy
%
REVPOR
Triple-
Net
Facility
EBITDARM
CFC
Facility
EBITDAR
CFC
Brookdale(1) $ 1,365,066 $ 32,669 78 97 8,057 86.8 $ 4,899 1.28x 1.11x
Sunrise Senior Living 1,364,892 25,889 48 98 5,547 86.2 7,331 1.35x 1.10x
Harbor Retirement Associates 212,649 4,749 14 100 1,343 78.9 5,784 1.26x 1.06x
Aegis Senior Living 182,152 4,530 10 80 701 91.5 8,232 1.33x 1.16x
Capital Senior Living 181,988 4,381 15 100 1,510 83.9 3,289 1.08x 0.94x
Remaining 262,338 5,047 16 56 1,173 92.9 5,603 1.11x 0.97x
Subtotal excluding Brookdale $ 2,204,019 $ 44,596 103 90 10,274 85.8 $ 6,443 1.29x 1.07x
Total(1) $ 3,569,085 $ 77,265 181 93 18,331 86.3 $ 5,749 1.28x 1.09x
(1) Brookdale Facility EBITDARM and EBITDAR CFC, pro forma to reflect the Brookdale Transaction, is 1.48x and 1.28x, respectively. Total Facility EBITDARM and EBITDAR CFC, pro forma to
reflect the Brookdale Transaction, is 1.34x and 1.13x, respectively.
32
Senior Housing Triple-net
Dollars in thousands, except REVPOR
4Q16 1Q17 2Q17 3Q17 4Q17
Property count 179 179 179 179 179
Investment $ 3,493,433 $ 3,500,167 $ 3,503,104 $ 3,511,361 $ 3,520,582
Units 18,130 18,124 18,123 18,126 18,123
Occupancy % 88.0 87.7 87.1 86.2 86.4
REVPOR Triple-net $ 5,652 $ 5,650 $ 5,753 $ 5,767 $ 5,768
Facility EBITDARM CFC 1.38x 1.37x 1.36x 1.33x 1.29x (1)
Facility EBITDAR CFC 1.17x 1.16x 1.15x 1.12x 1.09x (1)
Rental and Operating Revenues $ 71,584 $ 70,222 $ 71,526 $ 71,284 $ 41,748 (2)
Operating Expenses 198 (128) (127) (170) (131)
NOI $ 71,782 $ 70,094 $ 71,399 $ 71,114 $ 41,617 (2)
Cash Rental and Operating Revenues $ 73,887 $ 71,003 $ 73,416 $ 72,909 $ 76,160
Cash Operating Expenses 211 (115) (114) (157) (118)
Cash NOI $ 74,098 $ 70,888 $ 73,302 $ 72,752 $ 76,042
Year-Over-Year Three-Month SPP Growth 2.6%
Same Property Portfolio
(1) Total Facility EBITDARM and EBITDAR CFC, pro forma to reflect the Brookdale Transaction, is 1.34x and 1.13x, respectively.
(2) Includes non-cash adjustments related to the Brookdale Transaction. For further discussion, see "Brookdale Transaction - Non-Cash NOI Impact" on page 51
of this report.
33
Senior Housing Triple-net
As of and for the quarter ended December 31, 2017, dollars in thousands
NEW SUPPLY ANALYSIS
HCP Portfolio 5-Mile Radius(1)
MSA Units Cash NOI
% of
Triple-
net Cash
NOI
Properties/
Units Under
Construction(2)
Cash NOI
Exposed
to New
Supply(3)
5-Year 80+
Population
Growth %
2017-2022
80+
Penetration
Rate %
Qualified
Care
Giver %
Median
Household
Income
Median
Home Value
Unemploy-
ment %
US National Average 10.6 11.4 4.7 $ 56 $ 207 5.5
Washington, DC 1,397 $ 6,635 8.6 6 / 624 $ 3,428 14.9 7.3 9.0 102 510 3.1
New York, NY 1,146 6,440 8.3 7 / 796 3,753 8.6 3.0 5.3 89 525 4.8
Philadelphia, PA 728 5,005 6.5 -- / -- — 4.4 7.1 4.9 57 231 7.8
Seattle, WA 513 2,734 3.5 2 / 122 1,615 10.6 8.9 8.0 84 489 4.1
Portland, OR 986 2,664 3.4 3 / 356 1,089 10.9 10.5 5.8 63 306 4.9
San Francisco, CA 359 2,557 3.3 1 / 16 1,707 10.9 9.2 7.4 84 570 4.9
Baltimore, MD 293 2,524 3.3 3 / 274 2,210 9.7 5.9 6.1 75 311 5.8
Los Angeles, CA 384 2,431 3.1 1 / 40 479 7.5 4.8 5.4 71 666 4.5
Chicago, IL 530 2,315 3.0 4 / 322 1,174 7.2 4.1 4.9 75 299 6.4
Dallas, TX 847 2,309 3.0 2 / 225 340 14.5 8.4 5.5 63 164 5.2
Denver, CO 414 2,118 2.7 2 / 216 2,118 13.2 11.4 5.5 64 349 2.9
Providence, RI 276 1,952 2.5 -- / -- — 3.6 5.1 5.0 57 312 5.3
Jacksonville, FL 486 1,952 2.5 -- / -- — 11.6 10.1 4.2 54 210 5.6
Charlotte, NC 586 1,910 2.5 -- / -- — 16.1 12.8 5.9 62 234 5.2
Atlanta, GA 560 1,588 2.1 4 / 515 748 12.9 10.1 6.3 65 288 4.2
Austin, TX 269 1,541 2.0 -- / -- — 14.1 11.4 5.1 53 378 4.2
Sebastian, FL 298 1,465 1.9 -- / -- — 7.8 3.4 3.9 47 222 10.1
Sacramento, CA 352 1,294 1.7 -- / -- — 7.2 6.4 5.4 67 349 6.6
Detroit, MI 330 1,220 1.6 4 / 436 889 8.1 6.3 7.5 71 223 4.7
Nashville, TN 334 1,214 1.6 1 / 91 267 18.1 13.9 9.3 90 363 2.8
Remaining 7,243 25,397 32.9 6 / 567 2,584 9.5 6.5 5.2 58 255 5.2
Total 18,331 $ 77,265 100 46 / 4,600 $ 22,401 8.7 6.6 5.9 $ 69 $ 339 5.4
% of Total Cash NOI and Interest Income 7.0%
(1) Demographic data provided by Environmental Systems Research (“ESRI”) for 2017. Construction and supply data provided by National Investment Center for Senior Housing and Care (“NIC”) for the
quarter ended December 31, 2017. Data reflects a 5-mile radius (10-mile for Entrance Fee CCRCs) around each community and is weighted by Cash NOI. See Glossary for further discussion.
(2) Represents the number of properties and units with similar care types that are under construction.
(3) Represents the Company’s Cash NOI exposed to new construction and material expansions.
New Supply
34
SHOP
As of and for the quarter ended December 31, 2017, dollars in thousands, except REVPOR
INVESTMENTS(1)
Property
Count Investment
Total Cash
NOI Units Occupancy %
REVPOR
SHOP
Wholly-Owned
AL 68 $ 1,181,196 $ 14,057 6,514 83.7 $ 4,412
IL 32 1,377,738 23,078 6,852 90.0 3,543
CCRC 2 48,003 949 378 87.5 7,541
102 $ 2,606,937 $ 38,084 13,744 87.3 $ 3,978
HCP's Share of Unconsolidated JVs
AL 50 $ 389,017 $ 5,960 5,252 82.7 $ 5,528
IL 6 75,494 1,142 724 97.0 3,331
CCRC 16 726,519 16,069 7,492 85.5 6,222
72 $ 1,191,030 $ 23,171 13,468 85.0 $ 5,838
Total 174 $ 3,797,967 $ 61,255 27,212 86.5 $ 4,598
Operator
Brookdale 140 $ 3,178,472 $ 55,372 23,798 87.1 $ 4,630
Atria Senior Living 6 133,483 3,156 916 90.4 3,891
Senior Lifestyle Corp. 7 196,546 1,848 640 78.2 5,358
MBK Senior Living 5 87,449 1,541 640 94.7 4,455
Remaining 16 202,017 (662) 1,218 74.9 4,077
Total 174 $ 3,797,967 $ 61,255 27,212 86.5 $ 4,598
(1) Excludes two properties that are in development.
35
(1) Units and REVPOR SHOP are based on the majority type within each community. AL includes needs-based care such as memory care.
SHOP MSA
As of and for the quarter ended December 31, 2017, dollars in thousands, except REVPOR, includes HCP's pro rata share of unconsolidated JVs
OPERATING PORTFOLIO METRICS
% of Total
Cash NOI
Units(1) REVPOR SHOP(1)
MSA Investment
Total Cash
NOI AL IL CCRC Occupancy % AL IL CCRC
Tampa, FL $ 325,889 $ 7,668 12.5 182 424 2,178 87.7 $ 3,938 $ 3,742 $ 6,321
Houston, TX 376,773 6,656 10.9 87 1,835 449 93.3 5,833 2,505 7,053
Miami, FL 278,131 4,419 7.2 736 964 — 83.6 4,264 3,955 —
Denver, CO 296,488 4,170 6.8 154 702 — 93.1 4,020 4,393 —
Orlando, FL 110,718 3,278 5.4 232 — 1,007 83.2 4,136 — 7,168
Chicago, IL 230,184 2,767 4.5 348 947 — 83.6 6,871 3,719 —
Jacksonville, FL 92,848 1,918 3.1 — — 543 84.5 — — 8,476
Sarasota, FL 153,455 1,906 3.1 259 164 746 75.6 4,002 5,086 5,348
Philadelphia, PA 63,789 1,860 3.0 — — 435 96.1 — — 7,467
Washington, DC 138,617 1,720 2.8 541 — — 83.2 5,952 — —
Punta Gorda, FL 39,300 1,694 2.8 — — 662 83.9 — — 6,183
Los Angeles, CA 54,682 1,537 2.5 445 — — 91.3 6,092 — —
Dallas, TX 80,174 1,477 2.4 453 257 — 87.2 3,905 2,142 —
Baltimore, MD 124,235 1,380 2.3 522 — — 80.1 5,610 — —
Providence, RI 124,183 1,275 2.1 534 171 134 83.3 4,650 3,257 —
Memphis, TN 77,645 1,235 2.0 48 182 — 95.7 3,930 5,864 —
Richmond, VA 69,518 1,178 1.9 303 — — 82.8 5,336 — —
Phoenix, AZ 41,922 1,156 1.9 — 211 — 92.4 — 3,962 —
Austin, TX 49,063 1,073 1.8 276 — — 95.2 5,761 — —
Riverside, CA 56,035 878 1.4 590 — — 88.3 4,079 — —
Remaining 1,014,318 12,010 19.6 6,056 1,719 1,716 85.5 4,528 3,696 4,888
Total $ 3,797,967 $ 61,255 100.0 11,766 7,576 7,870 86.5 $ 4,741 $ 3,533 $ 6,306
36
SHOP Trend
Dollars in thousands, except REVPOR, includes HCP's pro rata share of unconsolidated JVs
TOTAL OPERATING PORTFOLIO
4Q16 1Q17(1) 2Q17 3Q17 4Q17
Property count 152 153 153 156 174
Investment $ 3,986,662 $ 3,481,155 $ 3,500,131 $ 3,533,382 $ 3,797,967
Units 25,407 25,472 25,484 25,674 27,212
Occupancy % 87.8 87.6 86.2 85.9 86.5
REVPOR SHOP $ 4,440 $ 4,493 $ 4,536 $ 4,548 $ 4,598
Total Rental and Operating Revenues $ 238,285 $ 216,592 $ 206,784 $ 207,976 $ 217,462
Total Operating Expenses (171,468) (154,066) (151,353) (151,856) (196,026) (2)
Total NOI $ 66,817 $ 62,526 $ 55,431 $ 56,120 $ 21,436 (2)
Total Cash Rental and Operating Revenues $ 243,083 $ 220,199 $ 211,596 $ 213,194 $ 222,958
Total Cash Operating Expenses (171,468) (154,519) (151,642) (152,523) (161,703)
Total Cash NOI $ 71,615 $ 65,680 $ 59,954 $ 60,671 $ 61,255
Cash NOI Margin % 29.5 29.8 28.3 28.5 27.5
(1) Reflects the January 2017 sale of a 40% interest in RIDEA II.
(2) Includes non-cash adjustments related to the Brookdale Transaction. For further discussion, see "Brookdale Transaction - Non-Cash
NOI Impact" on page 51 of this report.
37
SHOP Same Property Portfolio
Dollars in thousands, except REVPOR, includes HCP's pro rata share of unconsolidated JVs
TOTAL SHOP(1)
4Q16 1Q17 2Q17 3Q17 4Q17
Property count 83 83 83 83 83
Investment $ 2,675,093 $ 2,682,869 $ 2,696,531 $ 2,703,383 $ 2,718,067
Units 17,553 17,545 17,593 17,598 17,597
Occupancy % 88.7 88.1 86.8 86.2 87.0
REVPOR SHOP $ 4,069 $ 4,169 $ 4,187 $ 4,192 $ 4,191
Total Rental and Operating Revenues $ 146,838 $ 149,322 $ 147,773 $ 146,991 $ 148,400
Total Operating Expenses (104,007) (105,633) (107,743) (106,891) (142,074) (2)
Total NOI $ 42,831 $ 43,689 $ 40,030 $ 40,100 $ 6,326 (2)
Total Cash Rental and Operating Revenues $ 146,844 $ 149,275 $ 147,873 $ 147,199 $ 148,500
Total Cash Operating Expenses (104,112) (105,880) (107,789) (107,076) (109,307)
Total Cash NOI $ 42,732 $ 43,395 $ 40,084 $ 40,123 $ 39,193
Cash NOI Margin % 29.1 29.1 27.1 27.3 26.4
Year-Over-Year Three-Month SPP Growth (8.3%) (3)
(1) Excludes non-refundable cash
Entrance Fees and related activity
such as deferred expenses,
amortization, reserves and
management fees related to Entrance
Fees.
(2) Includes non-cash adjustments
related to the Brookdale Transaction.
For further discussion, see "Brookdale
Transaction - Non-Cash NOI Impact"
on page 51 of this report.
(3) The fourth quarter 2017 SHOP Total SPP
Cash NOI growth rate was impacted by:
(i) outsized volume purchase rebates
recorded in the fourth quarter of 2016
(3.0%); (ii) a portfolio of recently
acquired and transitioned assets
entering the SPP pool in fourth quarter
2017 prior to reaching stabilized
occupancy (2.8%); (iii) an increase in
sales and marketing expenses in fourth
quarter 2017 to catch up from lower
spend during the first half of 2017 and
to better position the portfolio for 2018
(2.3%); and (iv) under-accrual by an
operator of a utility bill which was
provisioned for in fourth quarter 2017
(1.0%). Adjusting for these items,
normalized fourth quarter 2017 SHOP
Total SPP Cash NOI growth would be
0.8%.
ASSISTED LIVING/INDEPENDENT LIVING PORTFOLIO
4Q16 1Q17 2Q17 3Q17 4Q17
Property count 68 68 68 68 68
Investment $ 1,983,685 $ 1,988,107 $ 1,995,755 $ 1,997,829 $ 2,008,442
Units 10,360 10,347 10,348 10,349 10,347
Occupancy % 89.8 88.9 87.4 86.6 87.4
REVPOR SHOP $ 3,752 $ 3,867 $ 3,885 $ 3,879 $ 3,857
Total Rental and Operating Revenues $ 101,411 $ 103,423 $ 102,013 $ 100,926 $ 101,301
Total Operating Expenses (65,782) (66,512) (67,347) (66,642) (100,971) (2)
Total NOI $ 35,629 $ 36,911 $ 34,666 $ 34,284 $ 330 (2)
Total Cash Rental and Operating Revenues $ 101,437 $ 103,404 $ 102,112 $ 101,125 $ 101,437
Total Cash Operating Expenses (65,887) (66,759) (67,393) (66,827) (68,204)
Total Cash NOI $ 35,550 $ 36,645 $ 34,719 $ 34,298 $ 33,233
Cash NOI Margin % 35.0 35.4 34.0 33.9 32.8
Year-Over-Year Three-Month SPP Growth (6.5%)
38
SHOP CCRC JV Same Property Portfolio(1)(2)
Dollars in thousands, except REVPOR, includes HCP's pro rata share of unconsolidated JVs
CCRC JV
4Q16 1Q17 2Q17 3Q17 4Q17
Property count 15 15 15 15 15
Investment $ 691,408 $ 694,762 $ 700,776 $ 705,554 $ 709,625
Units 7,193 7,198 7,245 7,249 7,250
Occupancy % 85.6 85.7 85.2 84.9 85.7
REVPOR SHOP $ 5,013 $ 5,060 $ 5,065 $ 5,094 $ 5,153
Total Rental and Operating Revenues $ 45,427 $ 45,899 $ 45,760 $ 46,065 $ 47,099
Total Operating Expenses (38,225) (39,121) (40,396) (40,249) (41,103)
Total NOI $ 7,202 $ 6,778 $ 5,364 $ 5,816 $ 5,996
Total Cash Rental and Operating Revenues $ 45,407 $ 45,871 $ 45,761 $ 46,074 $ 47,063
Total Cash Operating Expenses (38,225) (39,121) (40,396) (40,249) (41,103)
Total Cash NOI $ 7,182 $ 6,750 $ 5,365 $ 5,825 $ 5,960
Cash NOI Margin % 15.8 14.7 11.7 12.6 12.7
Year-Over-Year Three-Month SPP Growth (17.0%)
(1) Excludes a CCRC rental community that is not part of our CCRC JV.
(2) Same property Total NOI and Total Cash NOI exclude non-refundable Entrance Fees and related activity such as deferred expenses, amortization, reserves and related
management fees.
(3) Represents NREFs net of a 15% reserve for statutory refunds due to early terminations and related management fees. See Entrance Fees in Glossary.
NON-REFUNDABLE ENTRANCE FEES
Non-refundable Entrance Fees ("NREFs"), net(3) $ 7,159 $ 6,352 $ 7,716 $ 8,090 $ 9,892
SPP Cash NOI plus NREFs, net $ 14,341 $ 13,102 $ 13,081 $ 13,915 $ 15,852
Margin % including NREFs, net 27.1 24.9 24.3 25.6 27.7
Year-Over-Year Three-Month Growth including NREFs, net 10.5%
39
SHOP New Supply
As of and for the quarter ended December 31, 2017, dollars in thousands, includes HCP's pro rata share of unconsolidated JVs
NEW SUPPLY ANALYSIS
HCP Portfolio 5-Mile Radius(1)
MSA Units
Total
Cash NOI
% of
SHOP
Total
Cash NOI
Properties/
Units Under
Construction(2)
Total Cash NOI
Exposed
to New Supply
(3)
5-Year 80+
Population
Growth %
2017-2022
80+
Penetration
Rate %
Qualified
Care
Giver %
Median
Household
Income
Median
Home Value
Unemploy-
ment%
US National Average 10.6 11.4 4.7 $ 56 $ 207 5.5
Tampa, FL 2,784 $ 7,668 12.5 -- / -- $ — 9.0 5.3 3.8 51 173 5.9
Houston, TX 2,371 6,656 10.9 2 / 520 2,659 18.0 12.2 6.7 75 287 5.5
Miami, FL 1,700 4,419 7.2 5 / 791 1,364 8.6 3.8 3.8 53 224 8.0
Denver, CO 856 4,170 6.8 2 / 194 2,163 11.2 8.7 5.1 58 308 3.1
Orlando, FL 1,239 3,278 5.4 -- / -- — 30.9 8.0 3.4 48 198 6.5
Chicago, IL 1,295 2,767 4.5 5 / 416 932 7.2 7.1 8.2 87 334 4.3
Jacksonville, FL 543 1,918 3.1 -- / -- — 12.0 13.7 4.5 56 203 5.6
Sarasota, FL 1,169 1,906 3.1 4 / 342 272 13.8 6.7 3.8 50 211 5.4
Philadelphia, PA 435 1,860 3.0 1 / 55 1,860 13.3 25.3 9.8 103 358 4.5
Washington, DC 541 1,720 2.8 2 / 126 705 11.9 4.6 9.0 105 488 3.0
Punta Gorda, FL 662 1,694 2.8 -- / -- — 21.7 12.7 2.8 51 177 7.3
Los Angeles, CA 445 1,537 2.5 1 / 201 299 18.0 5.4 7.9 92 708 4.4
Dallas, TX 710 1,477 2.4 3 / 605 779 12.4 9.1 5.0 57 193 5.3
Baltimore, MD 522 1,380 2.3 2 / 186 183 3.8 4.1 5.6 69 270 5.4
Providence, RI 839 1,275 2.1 -- / -- — 1.5 4.5 4.7 55 246 4.9
Memphis, TN 230 1,235 2.0 -- / -- — 11.5 13.7 7.1 71 230 4.5
Richmond, VA 303 1,178 1.9 2 / 64 1,178 6.8 25.7 8.2 82 327 3.2
Phoenix, AZ 211 1,156 1.9 1 / 128 1,156 8.3 7.8 3.6 53 189 5.3
Austin, TX 276 1,073 1.8 2 / 292 686 18.0 13.4 5.6 57 239 4.4
Riverside, CA 590 878 1.4 1 / 148 98 10.7 4.1 4.2 63 314 8.4
Remaining 9,491 12,010 19.6 12 / 1,382 1,205 6.8 5.7 5.2 59 268 5.3
Total 27,212 $ 61,255 100.0 45 / 5,450 $ 15,539 11.2 7.4 5.4 $ 63 $ 267 5.3
% of Total Cash NOI and Interest Income 4.9%
(1) Demographic data provided by ESRI for 2017. Construction and supply data provided by NIC for the quarter ended December 31, 2017. Data reflects a 5-mile radius (10-mile for Entrance
Fee CCRCs) around each community and is weighted by Total Cash NOI. See Glossary for further discussion.
(2) Represents the number of properties and units with similar care types that are under construction.
(3) Represents the Company’s Total Cash NOI exposed to new construction and material expansions.
40
Life Science
As of and for the quarter ended December 31, 2017, dollars and square feet in thousands, includes HCP's pro rata share of unconsolidated JVs
INVESTMENTS(1)
MSA
Property
Count Investment
Total
Cash
NOI
Square
Feet
Occupancy
%
Wholly-Owned
San Francisco/San Jose, CA 84 $ 2,944,977 $ 55,242 4,893 95.6
San Diego, CA 28 748,660 12,554 1,925 92.8
Remaining 10 381,897 3,513 909 85.3
122 $ 4,075,534 $ 71,309 7,727 93.7
HCP's Share of Unconsolidated JVs
San Diego, CA 2 $ 46,608 $ 869 131 96.3
San Francisco, CA 2 41,363 807 147 100.0
4 $ 87,971 $ 1,676 278 98.2
126 $ 4,163,505 $ 72,985 8,005 93.8
SAME PROPERTY PORTFOLIO
4Q16 1Q17 2Q17 3Q17 4Q17
Property count 113 113 113 113 113
Investment $ 3,272,332 $ 3,280,022 $ 3,291,163 $ 3,296,846 $ 3,306,527
Square feet 6,695 6,694 6,695 6,695 6,695
Occupancy % 96.0 96.2 96.4 96.4 94.7
Total Rental and Operating Revenues $ 76,182 $ 76,637 $ 78,544 $ 79,422 $ 80,842
Total Operating Expenses (16,091) (14,978) (16,542) (17,300) (17,344)
Total NOI $ 60,091 $ 61,659 $ 62,002 $ 62,122 $ 63,498
Total Cash Rental and Operating Revenues $ 75,562 $ 77,057 $ 79,331 $ 80,212 $ 79,861
Total Cash Operating Expenses (16,072) (14,959) (16,523) (17,281) (17,325)
Total Cash NOI $ 59,490 $ 62,098 $ 62,808 $ 62,931 $ 62,536
Year-Over-Year Three-Month SPP Growth 5.1%
(1) Excludes nine properties that are in Development.
41
Public Biotech /
Medical Device
44%
University,
Government,
Research 4%
Office and
R&D 17%
Pharma
18%Private
Biotech /
Medical Device
17%
Life Science
As of December 31, 2017, dollars and square feet in thousands, includes HCP's pro rata share of unconsolidated JVs
SELECTED LEASE EXPIRATION DATA (NEXT 5 YEARS)(1)
Total
San Francisco /
San Jose San Diego Remaining
Year
Leased
Square
Feet %
Annualized
Base Rent %
Square
Feet
Annualized
Base Rent
Square
Feet
Annualized
Base Rent
Square
Feet
Annualized
Base Rent
2018(2) 605 8 $ 18,321 6 475 $ 14,596 94 $ 3,146 36 $ 579
2019 842 12 31,907 11 329 10,069 433 18,655 80 3,183
2020 576 8 19,994 7 324 12,101 252 7,893 — —
2021 958 13 50,523 17 844 47,019 114 3,504 — —
2022 631 9 22,656 8 368 15,304 193 5,487 70 1,865
Thereafter 3,561 50 154,885 51 2,148 113,519 823 22,364 590 19,002
7,173 100 $ 298,286 100 4,488 $ 212,608 1,909 $ 61,049 776 $ 24,629
TENANT CONCENTRATION(1)
Remaining
Lease Term
in Years
Leased Square Feet Annualized Base Rent
Amount
% of
Total Amount
% of
Total
Credit
Rating
Amgen 4.7 684 10 $ 49,099 16 A
Google 4.7 729 10 30,361 10 AA+
Rigel Pharmaceuticals(3) 5.1 147 2 16,207 5 -
Takeda 1.4 166 2 9,482 3 A-
Myriad Genetics 7.4 310 4 7,798 3 -
Shire 10.8 184 3 7,080 2 BBB-
General Atomics 13.5 397 6 6,959 2 -
AstraZeneca Pharmaceuticals 9.7 115 2 6,720 2 BBB+
Duke University 11.8 166 2 5,988 2 AA+
NuVasive 16.5 145 2 5,525 2 -
Remaining 4.5 4,130 57 153,067 53 -
5.4 7,173 100 $ 298,286 100
(1) Excludes 337,000 square feet and annualized base rent of $21.0 million related to the purchase option exercised by Genentech that is expected to close
in July 2018.
(2) Includes month-to-month and holdover leases.
(3) In July 2017, Rigel signed a lease renewal for a 5-year term ending January 2023. The new rate becomes effective February 2018 and generates Annualized
Base Rent of $9.0 million.
4242
Life Science
Square feet in thousands, includes unconsolidated JVs
LEASING ACTIVITY
Leased
Square Feet
Annualized
Base Rent
Per Sq. Ft.
% Change in
Cash Rents
HCP Tenant
Improvements
per Sq. Ft.
Leasing Costs
per Sq. Ft.
Average Lease
Term (Months)
Retention
Rate YTD
Leased Square Feet as of September 30, 2017 7,287 $ 41.21
Acquisitions 264 38.95
Developments 67 59.40
Expirations (239) 36.64
Renewals, amendments and extensions 167 42.78 2.7 $ 15.31 $ 9.61 65 65.9%
New leases 134 24.39 4.17 8.17 63
Terminations (170) 33.09
Leased Square Feet as of December 31, 2017 7,510 $ 41.58
65 Hayden
Boston, MA
43
Medical Office
As of and for the quarter ended December 31, 2017, dollars and square feet in thousands, includes HCP's pro rata share of unconsolidated JVs
PORTFOLIO BY MARKET(1)
Square Feet
On-campus(2) Off-campus(3) Total
MSA
Property
Count Investment
Total Cash
NOI
Occupancy
% Multi-tenant Single-tenant Multi-tenant Single-tenant Multi-tenant Single-tenant % of Total
Houston, TX 28 $ 521,767 $ 9,138 92.9 1,305 1,425 287 — 1,592 1,425 16
Dallas, TX 28 534,909 9,112 89.1 1,860 34 347 54 2,207 88 12
Seattle, WA 6 215,938 6,102 93.8 667 — — — 667 — 4
Denver, CO 15 252,160 4,746 89.8 1,023 — 35 — 1,058 — 6
Nashville, TN 14 160,993 4,744 95.7 1,288 10 — — 1,288 10 7
Louisville, KY 12 221,607 4,520 93.7 669 17 447 15 1,116 32 6
Philadelphia, PA 3 270,394 3,616 87.2 705 — 213 90 918 90 5
Salt Lake City, UT 13 145,397 3,438 96.0 434 63 154 116 588 179 4
Phoenix, AZ 13 171,932 3,091 86.8 519 — 208 — 727 — 4
San Diego, CA 5 109,396 2,142 97.0 — 176 155 — 155 176 2
Miami, FL 10 95,795 2,133 85.5 498 — — 30 498 30 3
Las Vegas, NV 7 114,886 1,821 83.6 528 — — — 528 — 3
Kansas City, MO 3 77,053 1,521 95.9 260 — — 8 260 8 1
Los Angeles, CA 5 88,191 1,277 82.6 106 — 174 — 280 — 1
Ogden, UT 9 62,910 1,267 93.2 269 — 13 68 282 68 2
San Antonio, TX 4 69,600 1,231 80.0 353 — — — 353 — 2
Washington, DC 3 58,256 939 77.4 55 29 99 — 154 29 1
Sacramento, CA 2 74,483 895 94.4 — — 29 92 29 92 1
Baltimore, MD 3 31,349 801 96.0 — 63 38 58 38 121 1
San Francisco, CA 1 41,883 773 100.0 — — — 104 — 104 1
Remaining 70 786,906 11,281 95.7 1,564 1,267 403 325 1,967 1,592 18
254 $ 4,105,805 $ 74,588 91.8 12,103 3,084 2,602 960 14,705 4,044 100
(1) Excludes three properties that are in development.
(2) Includes 6.6 million square feet subject to ground leases with average expirations of 55 years and renewal options generally ranging from 10 to 25 years.
(3) Includes facilities that are off-campus, adjacent (within 0.25 miles of a hospital campus) and anchored (50% or more leased by a health system).
44
Medical Office
As of and for the quarter ended December 31, 2017, square feet in thousands, includes HCP's pro rata share of unconsolidated JVs
SQUARE FEET BY HEALTH SYSTEM
Square Feet Directly Leased by Health System
Health System
Health
System
Rank(1)
Credit
Rating On-Campus Anchored(2) Adjacent(2) Off-Campus Total % of Total % Square Feet
% of Annualized
Base Rent
HCA Holdings, Inc. 2 Ba2 7,275 60 236 — 7,571 40.4 16.1 18.2
Memorial Hermann Health System 41 A1 1,568 80 — — 1,648 8.8 9.2 4.8
Community Health Systems, Inc. 6 B3 1,284 51 — — 1,335 7.1 7.2 4.7
Norton Healthcare 102 -- 686 15 328 — 1,029 5.5 3.6 3.5
Steward Health Care 67 -- 718 — — — 718 3.8 1.9 1.8
Jefferson Health 97 A2 705 — — — 705 3.8 2.1 2.3
Providence Health & Services 3 Aa3 563 — — — 563 3.0 1.4 2.3
HonorHealth 128 A2 421 — — — 421 2.2 0.8 1.0
Remaining - credit rated 1,735 887 437 — 3,059 16.3
Non-credit rated 232 93 198 1,177 1,700 9.1
Total 15,187 1,186 1,199 1,177 18,749 100.0 42.3 38.6
% of Total 81.0 6.3 6.4 6.3
Total Healthcare Affiliated 93.7%
LEASING ACTIVITY
Leased
Square Feet
Annualized
Base Rent
Per Sq. Ft.
% Change in
Cash Rents(3)
HCP Tenant
Improvements
per Sq. Ft.
Leasing Costs
per Sq. Ft.
Average
Lease Term
(Months)
Retention
Rate YTD
Leased Square Feet as of September 30, 2017 16,852 $ 22.87
Acquisitions 364 23.96
Dispositions (51) 20.13
Developments and Redevelopments 69 23.26
Expirations (629) 25.21
Renewals, amendments and extensions 516 25.43 1.8 $ 8.51 $ 4.06 53 83.1%
New leases 96 22.17 22.93 6.98 67
Terminations (30) 30.34
Leased Square Feet as of December 31, 2017 17,187 $ 23.02
(1) Ranked by revenue based on the 2016 Modern Healthcare’s Healthcare Systems Financial Database.
(2) Denotes whether the medical office building is adjacent (within 0.25 miles) to a hospital campus or anchored, (50% or more is leased to a health system).
(3) For comparative purposes, reflects adjustments for leases that converted to a different lease type upon renewal, amendment or extension of the original lease.
45
Medical Office
As of and for the quarter ended December 31, 2017, dollars and square feet in thousands, includes HCP's pro rata share of unconsolidated JVs
SELECTED LEASE EXPIRATION DATA (NEXT 5 YEARS)
Total On-Campus Off-Campus
Year
Leased
Square Feet %
Annualized
Base Rent % Square Feet
Annualized
Base Rent Square Feet
Annualized
Base Rent
2018(1) 3,002 17 $ 70,442 18 2,471 $ 58,639 531 $ 11,803
2019 2,186 13 53,525 14 1,735 42,112 451 11,413
2020 2,302 13 58,562 15 2,008 52,082 294 6,480
2021 1,569 9 39,353 10 1,307 32,985 262 6,368
2022 1,721 10 41,882 11 1,318 31,540 403 10,342
Thereafter 6,407 38 128,205 32 5,116 98,625 1,291 29,580
17,187 100 $ 391,969 100 13,955 $ 315,983 3,232 $ 75,986
SAME PROPERTY PORTFOLIO
4Q16 1Q17 2Q17 3Q17 4Q17
Property count 216 216 216 216 216
Investment $ 3,204,205 $ 3,216,907 $ 3,232,654 $ 3,243,127 $ 3,267,851
Square feet 15,723 15,729 15,624 15,624 15,624
Occupancy % 92.4 92.4 92.3 91.8 91.5
Total Rental and Operating Revenues $ 100,460 $ 100,833 $ 101,861 $ 102,504 $ 101,803
Total Operating Expenses (36,703) (37,224) (38,587) (38,937) (37,625)
Total NOI $ 63,757 $ 63,609 $ 63,274 $ 63,567 $ 64,178
Total Cash Rental and Operating Revenues $ 99,491 $ 100,305 $ 101,710 $ 102,519 $ 101,773
Total Cash Operating Expenses (36,116) (36,643) (38,007) (38,362) (37,043)
Total Cash NOI $ 63,375 $ 63,662 $ 63,703 $ 64,157 $ 64,730
Year-Over-Year Three-Month SPP Growth 2.1%
(1) Includes month-to-month and holdover leases.
46
(1) Certain operators in the Company's hospital portfolio are not required under their respective leases to provide operational data.
Other
As of and for the quarter ended December 31, 2017, dollars in thousands, includes HCP's pro rata share of unconsolidated JVs
LEASED PROPERTIES
Type/Operator
Property
Count Investment
Total Cash
NOI Beds
Occupancy
%(1)
Facility
EBITDARM
CFC(1)
Facility
EBITDAR
CFC(1)
Hospitals
Acute care 4 $ 341,034 $ 13,233 1,438 46.4 8.73x 8.20x
Remaining 10 189,876 5,681 696 50.0 2.85x 2.57x
14 $ 530,910 $ 18,914 2,134 48.6 6.83x 6.38x
United Kingdom
Maria Mallaband 25 $ 165,570 $ 3,013 1,143 87.9 1.54x 1.29x
HC-One 36 239,124 4,533 2,040 93.0 1.53x 1.26x
61 $ 404,694 $ 7,546 3,183 91.2 1.53x 1.27x
Post-acute/skilled
Wholly-Owned 1 $ 17,909 $ 311 120 89.9 1.97x 1.61x
HCP's Share of Unconsolidated JVs 3 7,661 410 360 79.0 N/A N/A
4 $ 25,570 $ 721 480 82.2
Total Leased Properties 79 $ 961,174 $ 27,181
DEBT INVESTMENTS
Investment
Interest
Income Yield
Weighted
Average
Maturity in
Years
Tandem Consulate Health Care $ 105,000 $ 822 N/A N/A
Maria Mallaband - UK 157,146 2,977 7.5% 5.7
Remaining 69,869 1,464 8.4% 2.9
Total Debt Investments $ 332,015 $ 5,263
47
(1) Certain operators in the Company's hospital
portfolio are not required under their respective
leases to provide operational data.
Other Same Property Portfolio
As of and for the quarter ended December 31, 2017, dollars in thousands
HOSPITALS
4Q16 1Q17 2Q17 3Q17 4Q17
Property count 14 14 14 14 14
Investment $ 530,777 $ 530,910 $ 530,910 $ 530,910 $ 530,910
Beds 2,134 2,134 2,134 2,134 2,134
Occupancy %(1) 50.7 51.2 52.1 50.7 48.6
Facility EBITDARM CFC(1) 6.74x 6.68x 6.50x 6.52x 6.83x
Facility EBITDAR CFC(1) 6.30x 6.24x 6.06x 6.08x 6.38x
Total Rental and Operating Revenues $ 20,386 $ 20,877 $ 20,460 $ 20,548 $ 20,783
Total Operating Expenses (1,224) (1,205) (1,047) (1,094) (1,226)
Total NOI $ 19,162 $ 19,672 $ 19,413 $ 19,454 $ 19,557
Total Cash Rental and Operating Revenues $ 20,045 $ 20,627 $ 20,295 $ 19,929 $ 20,169
Total Cash Operating Expenses (1,224) (1,205) (1,047) (1,094) (1,226)
Total Cash NOI $ 18,821 $ 19,422 $ 19,248 $ 18,835 $ 18,943
Year-Over-Year Three-Month SPP Growth 0.6%
UNITED KINGDOM
4Q16 1Q17 2Q17 3Q17 4Q17
Property count 61 61 61 61 61
Investment $ 369,612 $ 373,799 $ 388,275 $ 401,165 $ 404,694
Beds 3,198 3,198 3,184 3,183 3,183
Occupancy % 92.9 92.8 91.1 91.8 91.2
Facility EBITDARM CFC 1.56x 1.56x 1.57x 1.57x 1.53x
Facility EBITDAR CFC 1.31x 1.31x 1.31x 1.31x 1.27x
Total Rental and Operating Revenues $ 7,583 $ 7,592 $ 7,891 $ 8,101 $ 8,216
FX adjustment 524 537 293 112 —
Total NOI $ 8,107 $ 8,129 $ 8,184 $ 8,213 $ 8,216
Total Cash Rental and Operating Revenues $ 6,830 $ 6,830 $ 7,191 $ 7,435 $ 7,546
FX adjustment 473 484 266 103 —
Total Cash NOI 7,303 7,314 7,457 7,538 7,546
Year-Over-Year Three-Month SPP Growth 3.3%
48
Other Same Property Portfolio
As of and for the quarter ended December 31, 2017, dollars in thousands, includes HCP's pro rata share of unconsolidated JVs
TOTAL OTHER(1)
4Q16 1Q17 2Q17 3Q17 4Q17
Property count 79 79 79 79 79
Investment $ 925,958 $ 930,278 $ 944,754 $ 957,645 $ 961,174
Total Rental and Operating Revenues $ 28,606 $ 29,122 $ 29,004 $ 29,304 $ 29,665
Total Operating Expenses (1,237) (1,219) (1,061) (1,109) (1,239)
FX adjustment 524 537 293 112 —
Total NOI $ 27,893 $ 28,440 $ 28,236 $ 28,307 $ 28,426
Total Cash Rental and Operating Revenues $ 27,513 $ 28,110 $ 28,138 $ 28,019 $ 28,381
Total Cash Operating Expenses (1,237) (1,219) (1,061) (1,109) (1,239)
FX adjustment 473 484 266 103 —
Total Cash NOI $ 26,749 $ 27,375 $ 27,343 $ 27,013 $ 27,142
Year-Over-Year Three-Month SPP Growth 1.5%
(1) Includes four domestic post-acute/skilled properties.
49
(1) Excludes developments and land held for sale.
(2) Includes $20.9 million related to non-refundable Entrance Fees (net of reserve for early terminations) included in FAD as the fees are collected by our CCRC JV, partially offset
by $6.7 million related to non-refundable Entrance Fee amortization recognized on an FFO basis over the estimated stay of the residents. See Entrance Fees in Glossary.
(3) HCP's pro rata share excludes activity related to $437M of debt funded by HCP.
Unconsolidated Joint Ventures(1)
As of and for the quarter ended December 31, 2017, dollars and square feet in thousands
SHOP
SELECTED FINANCIAL DATA AT 100% Total CCRC RIDEA II JV
Remaining
SHOP JV
Life
Science
Medical
Office Other
Joint ventures' Investment $ 2,785,873 $ 1,448,214 $ 908,530 $ 213,611 $ 155,994 $ 49,948 $ 9,576
Joint ventures' mortgage debt 1,340,663 625,561 592,786 119,128 — — 3,188
Property count 82 15 49 8 4 3 3
Capacity 7,250 Units 5,302 Units 916 Units 278 Sq. Ft. 294 Sq. Ft. 360 Beds
Occupancy % 85.7 82.5 94.7 98.2 90.3 79.0
Total revenues $ 188,220 $ 103,782 $ 69,730 $ 8,972 $ 3,481 $ 1,720 $ 535
Operating expenses (147,292) (83,987) (55,764) (5,801) (704) (1,013) (23)
NOI $ 40,928 $ 19,795 $ 13,966 $ 3,171 $ 2,777 $ 707 $ 512
Depreciation and amortization (38,817) (23,587) (9,981) (1,688) (745) (2,732) (84)
General and administrative expenses 459 747 (180) 63 (106) (65) —
Interest expense and other (15,392) (7,694) (6,291) (1,292) — (6) (109)
Gain (loss) on sales of real estate, net 1,788 — — — — — 1,788
Net income (loss) $ (11,034) $ (10,739) $ (2,486) $ 254 $ 1,926 $ (2,096) $ 2,107
Depreciation and amortization 38,817 23,587 9,981 1,688 745 2,732 84
Loss (gain) on sales of real estate, net (1,788) — — — — — (1,788)
FFO $ 25,995 $ 12,848 $ 7,495 $ 1,942 $ 2,671 $ 636 $ 403
Casualty-related charges/(recoveries), net 324 287 17 14 — 6 —
FFO as adjusted $ 26,319 $ 13,135 $ 7,512 $ 1,956 $ 2,671 $ 642 $ 403
Non-refundable Entrance Fee sales, net(2) 14,182 14,182 — — — — —
Non-cash adjustments to NOI (104) (685) 300 (17) 95 203 —
Non-cash adjustments to net income 1,180 855 256 67 — — 2
FAD capital expenditures (10,016) (3,906) (3,707) (277) (1,231) (895) —
FAD $ 31,561 $ 23,581 $ 4,361 $ 1,729 $ 1,535 $ (50) $ 405
HCP's SHARE OF UNCONSOLIDATED JVs
HCP's ownership percentage 49% 40% - 45% 40% - 85% 50% - 63% 20% - 67% 80%
HCP's net equity investment(3) $ 346,460 $ 203,419 $ 19,608 $ 44,081 $ 65,581 $ 12,488 $ 1,283
Mortgage debt(3) 170,476 104,628 — 65,848 — — —
NOI 19,331 9,700 5,595 1,617 1,623 386 410
Cash NOI 25,682 15,852 5,715 1,604 1,676 425 410
Net income (loss)(3) 6,330 (2,600) 6,752 3 752 (263) 1,686
FFO(3) 17,247 8,526 5,546 919 1,562 370 324
FFO as adjusted(3) 17,366 8,629 5,549 932 1,562 370 324
FAD(3) 20,023 13,702 4,227 868 846 54 326
50
(1) Effective 2018, unconsolidated JVs will be removed from the same property portfolio in order to
better align with how management views the business and to improve the comparability of our
results. For additional detail, refer to the Discussion and Reconciliation of Non-GAAP Financial
Measures on the Investor Relations section of our website at http://ir.hcpi.com/
(2) SPP Cash NOI guidance includes $9.0 million related to non-comparable items identified below.
Excluding these items, SPP Cash NOI guidance would be 2.00% at the mid-point.
(3) FAD capital expenditures exclude approximately $13 to $15 million related to HCP's share of FAD
capital expenditures in unconsolidated JVs, which are included below in Other adjustments.
(4) HCP's Share of Unconsolidated JVs Total Cash NOI guidance consists of the following:
(5) Base case assumes that proceeds from dispositions are used to repay approximately $1.5
billion of debt at a blended rate of approximately 4%. The remaining proceeds are assumed to
be reinvested into a combination of capital expenditures and investments. Major disposition
assumptions consist of the following:
(A) Represents base case assumptions. Actual timing could fluctuate due to various factors.
(B) Includes a $32 million sale that occurred in January 2018.
(C) 6.5% cap rate based on trailing twelve month EBITDAR at time of announcement.
(D) 6.5% - 7.5% cap rate based on trailing twelve month EBITDAR and estimated proceeds at time
of announcement.
2018 Guidance
Projected full year 2018, dollars in millions, except per share amounts
Full Year
2018 Guidance
(February 13, 2018)
Net income, FFO and FFO as Adjusted per Share Guidance
Diluted earnings per common share $0.79 - $0.85
Diluted FFO per common share $1.73 - $1.79
Diluted FFO as adjusted per common share $1.77 - $1.83
Annualized dividend per share $1.48
Year-Over-Year SPP Cash NOI Guidance(1)(2)
Senior housing triple-net 0.50% - 1.50%
SHOP (4.0%) - 0.00%
Life science 0.25% - 1.25%
Medical office 1.75% - 2.75%
Other 0.50% - 1.50%
Total Portfolio 0.25% - 1.75%
Other Supplemental Information - Cash Addition (Reduction)
Amortization of deferred compensation $17 - $19
Amortization of deferred financing costs $12 - $14
Straight-line rents ($16) - ($20)
FAD capital expenditures(3) ($104) - ($110)
CCRC Entrance Fees, net $17 - $20
Deferred income taxes ($8) - ($12)
Other adjustments(3) ($16) - ($20)
Capital Expenditures (excluding FAD Capital Expenditures)
1st generation tenant improvements / ICE $55 - $58
Casualty related capital $16 - $18
Revenue enhancing $45 - $50
Development and Redevelopment $330 - $370
HCP's Share of Unconsolidated JVs Development and Redevelopment $45 - $55
HCP's Share of Unconsolidated JVs revenue enhancing and other $20 - $25
Other Items
Interest income $9 - $11
General and administrative (excluding severance and related charges) $82 - $87
Interest expense $255 - $275
HCP's Share of Unconsolidated JVs Total Cash NOI(4) $76 - $84
HCP's Share of Unconsolidated JVs FFO $55 - $63
Net dispositions(5) $1.8B - $2.4B @ 6.9%
Joint Venture
HCP's Share of
Total Cash NOI Comments
RIDEA II JV $8 - $12 Expected to sell in 2018
CCRC JV $56 - $59
Other JVs $12 - $13
Total $76 - $84
2018 Guidance
Mid-point
Mid-point Excluding
Non-comparable
Items Comments
Senior housing
triple-net 1.00% 2.00%
SPP includes $2.5M of the
$5.0M total rent reduction
related to the Brookdale
Transaction
Life science 0.75% 3.75% Renewal of 147K sf lease inSouth San Francisco - ($6.5M)
Total Portfolio 1.00% 2.00%
2018
Transaction Timing(A) Amount Cash Yield
Brookdale sales - 4 SHOP / 2 NNN End of Q1 $275(B) 7.4%(C)
U.K. Portfolio Q2 $500 - $600 6.0% - 7.2%
RIDEA II JV Q2 $332 6.8%
Genentech PO 7/1/2018 $269 8.0%
BKD 3rd Party Transactions - SHOP / NNN Mid-Year $600 - $700 6.8% - 8.0%(D)
51
Brookdale Transaction
Dollars in thousands Three Months Ended December 31, 2017
Senior Housing
Triple-net SHOP
Life
Science
Medical
Office Other Total
Total NOI $ 57,322 $ 21,436 $ 76,238 $ 75,197 $ 28,465 $ 258,658
Revenue reduction related to triple-net lease terminations(2) 19,723 — — — — 19,723
Operating expense related to management contract terminations — 34,918 — — — 34,918
Total NOI excluding non-cash impact of Brookdale Transaction $ 77,045 $ 56,354 $ 76,238 $ 75,197 $ 28,465 $ 313,299
Total SPP NOI $ 41,617 $ 6,326 $ 63,498 $ 64,178 $ 28,426 $ 204,045
Revenue reduction related to triple-net lease terminations(2) 33,419 — — — — 33,419
Operating expense related to management contract terminations — 32,999 — — — 32,999
Total SPP NOI excluding non-cash impact of Brookdale Transaction $ 75,036 $ 39,325 $ 63,498 $ 64,178 $ 28,426 $ 270,463
Total SPP NOI for three months ended December 31, 2016 71,782 42,831 60,091 63,757 27,893 266,354
Three-month year-over-year Total SPP NOI growth excluding the Brookdale Transaction 4.5% (8.2%) (3) 5.7% 0.7% 1.9% 1.5%
Year Ended December 31, 2017
Senior Housing
Triple-net SHOP
Life
Science
Medical
Office Other Total
Total NOI $ 309,728 $ 195,513 $ 287,182 $ 295,698 $ 113,709 $ 1,201,830
Revenue reduction related to triple-net lease terminations(2) 19,723 — — — — 19,723
Operating expense related to management contract terminations — 34,918 — — — 34,918
Total NOI excluding non-cash impact of Brookdale Transaction $ 329,451 $ 230,431 $ 287,182 $ 295,698 $ 113,709 $ 1,256,471
Total SPP NOI $ 248,852 $ 110,506 $ 247,496 $ 251,728 $ 111,231 $ 969,813
Revenue reduction related to triple-net lease terminations(2) 33,419 — — — — 33,419
Operating expense related to management contract terminations — 32,999 — — — 32,999
Total SPP NOI excluding non-cash impact of Brookdale Transaction $ 282,271 $ 143,505 $ 247,496 $ 251,728 $ 111,231 $ 1,036,231
Total SPP NOI for twelve months ended December 31, 2016 273,787 144,174 239,684 247,147 108,625 1,013,417
Twelve-month year-over-year Total SPP NOI growth excluding the Brookdale Transaction 3.1% (0.5%) 3.3% 1.9% 2.4% 2.3%
(1) The Brookdale Transaction refers to the previously announced master transactions and cooperation agreement with Brookdale entered into November 1, 2017. In connection with the agreement,
2017 Total NOI and Total SPP NOI include net non-cash charges related to the right to terminate certain triple-net leases and management agreements. A summary of the impact of these
non-cash charges is presented in the table above.
(2) Represents the net revenue reduction from the write-off of lease-related intangibles assets, partially offset by the value associated with the right to terminate certain triple-net leases. The Total
NOI triple-net lease termination impact differs from the Total SPP NOI impact due to the lease termination value attributed to two assets that are held for sale and, therefore, not included in
SPP.
(3) The fourth quarter 2017 SHOP Total SPP NOI growth rate was impacted by: (i) outsized volume purchase rebates recorded in the fourth quarter of 2016 (3.0%); (ii) a portfolio of recently
acquired and transitioned assets entering the SPP pool in fourth quarter 2017 prior to reaching stabilized occupancy (2.8%); (iii) an increase in sales and marketing expenses in fourth quarter
2017 to catch up from lower spend during the first half of 2017 and to better position the portfolio for 2018 (2.3%); and (iv) under-accrual by an operator of a utility bill which was provisioned
for in fourth quarter 2017 (1.0%). Adjusting for these items, normalized fourth quarter 2017 SHOP Total SPP NOI growth would be 0.9%.
Non-Cash NOI Impact(1)
52
Other 10% Senior housing
triple-net 24%
SHOP 19%
Life science 23%
Medical office 24%
Unconsolidated JVs 8%
Hospitals 6%
UK 2%
Debt Investments 2%
Senior housing
triple-net 24%
SHOP 12%
Life science 22%
Medical office 24%
Effective with the first quarter 2018 Supplemental, HCP's Share of the Unconsolidated JVs will be reported in the Other non-reportable segment and will be removed from the
same property portfolio, consistent with the 2018 FY SPP guidance.
• Removing the unconsolidated JVs from the segments (particularly the CCRC JV from the SHOP segment) improves the comparability of our results and aligns the reporting
with how management now views the business
• The Supplemental Report will continue to include the performance trend for the CCRC JV and selected financial data for our joint ventures found on pages 38 and 49 to
ensure visibility into the venture's performance
• We have presented a summary of 2017 results reflecting HCP's Share of Unconsolidated JVs both reported in the segments and reported in the Other non-reportable
segment in order to increase transparency of the change and to provide 2017 results in a manner comparable to 2018 guidance
PORTFOLIO SUMMARY WITH UNCONSOLIDATED JVS REPORTED IN SEGMENTS
Property
Count
4Q17 Total
Cash NOI % of Total
Senior housing triple-net 181 $ 77,265 24
SHOP 176 61,255 19
Life science 135 72,985 23
Medical office 257 74,588 24
Other 79 32,444 10
828 $ 318,537 100
PORTFOLIO SUMMARY WITH UNCONSOLIDATED JVS REPORTED IN OTHER
Property
Count
4Q17 Total
Cash NOI % of Total
Senior housing triple-net 181 $ 77,265 24
SHOP 102 38,084 12
Life science 131 71,309 22
Medical office 254 74,163 24
Other(1) 160 57,716 18
828 $ 318,537 100
(1) Includes Total Cash NOI related to the RIDEA II JV (2% of total) and U.K. investments (3% of total including U.K. debt investments), which are expected to sell in 2018.
2017 Summary Results Portfolio Summary
53
For the quarter ended December 31, 2017, dollars in thousands
TABLE 1 - PORTFOLIO SUMMARY WITH UNCONSOLIDATED JVS REPORTED IN SEGMENTS(1)
Total Rental and
Operating
Revenues
Total
Operating
Expenses Total NOI Total Cash NOI
Interest
Income
Total Cash NOI
and Interest
Income
Senior housing triple-net $ 58,214 $ (892) $ 57,322 $ 77,265 $ — $ 77,265
SHOP 217,462 (196,026) 21,436 61,255 — 61,255
Life science 98,605 (22,367) 76,238 72,985 — 72,985
Medical office 120,769 (45,572) 75,197 74,588 — 74,588
Other 29,752 (1,287) 28,465 27,181 5,263 32,444
$ 524,802 $ (266,144) $ 258,658 $ 313,274 $ 5,263 $ 318,537
TABLE 2 - PORTFOLIO SUMMARY WITH UNCONSOLIDATED JVS REPORTED IN OTHER(1)
Total Rental and
Operating
Revenues
Total
Operating
Expenses Total NOI Total Cash NOI
Interest
Income
Total Cash NOI
and Interest
Income
Senior housing triple-net $ 58,214 $ (892) $ 57,322 $ 77,265 $ — $ 77,265
SHOP 133,789 (129,265) 4,524 38,084 — 38,084
Life science 96,592 (21,977) 74,615 71,309 — 71,309
Medical office 120,077 (45,266) 74,811 74,163 — 74,163
Other 116,130 (68,744) 47,386 52,453 5,263 57,716
$ 524,802 $ (266,144) $ 258,658 $ 313,274 $ 5,263 $ 318,537
(1) Includes non-cash adjustments related to the Brookdale Transaction. For further discussion, see "Brookdale Transaction - Non-Cash NOI Impact" on page 51 of this
report.
HCP's Share of
Unconsolidated JVs in Other2017 Summary Results
54
As of and for the quarter and year ended December 31, 2017, dollars in thousands
YEAR-OVER-YEAR SPP - INCLUDING HCP'S SHARE OF UNCONSOLIDATED JVS
Three-Month Full Year
Occupancy Growth Occupancy Growth
Property
Count 4Q17 4Q16
Total SPP
NOI
Total SPP
Cash NOI
Property
Count 4Q17 4Q16
Total SPP
NOI
Total SPP
Cash NOI
Senior housing triple-net 179 86.4% 88.0% (1) 2.6% 174 86.5% 87.9% (1) 5.6%
SHOP 83 87.0% 88.7% (1) (8.3%) (2) 67 87.8% 89.5% (1) 0.2%
Life science 113 94.7% 96.0% 5.7% 5.1% 112 94.7% 97.1% 3.3% 4.2%
Medical office 216 91.5% 92.4% 0.7% 2.1% 215 91.5% 92.4% 1.9% 3.0%
Other 79 N/A N/A 1.9% 1.5% 78 N/A N/A 2.4% 1.2%
Total Portfolio 670 (1) 1.2% 646 (1) 3.4%
YEAR-OVER-YEAR SPP - EXCLUDING HCP'S SHARE OF UNCONSOLIDATED JVS
Three-Month Full Year
Occupancy Growth Occupancy Growth
Property
Count 4Q17 4Q16 SPP NOI
SPP Cash
NOI
Property
Count 4Q17 4Q16 SPP NOI
SPP Cash
NOI
Senior housing triple-net 179 86.4% 88.0% (1) 2.6% 174 86.5% 87.9% (1) 5.6%
SHOP 63 87.2% 89.6% (1) (6.9%) 48 88.6% 91.0% (1) 0.8%
Life science 109 94.6% 96.0% 5.7% 5.0% 108 94.6% 97.2% 3.2% 4.1%
Medical office 213 91.5% 92.4% 0.7% 2.1% 212 91.4% 92.3% 1.9% 3.0%
Other 76 N/A N/A 1.8% 1.4% 75 N/A N/A 2.4% 1.2%
Total Portfolio 640 (1) 1.6% 617 (1) 3.5%
SPP Excluding HCP's Share
of Unconsolidated JVs2017 Summary Results
(1) Includes non-cash adjustments related to the Brookdale Transaction. For further discussion, see "Brookdale Transaction - Non-Cash NOI Impact" on page 51 of this report.
(2) The fourth quarter 2017 SHOP Total SPP Cash NOI growth rate was impacted by: (i) outsized volume purchase rebates recorded in the fourth quarter of 2016 (3.0%); (ii) a portfolio
of recently acquired and transitioned assets entering the SPP pool in fourth quarter 2017 prior to reaching stabilized occupancy (2.8%); (iii) an increase in sales and marketing
expenses in fourth quarter 2017 to catch up from lower spend during the first half of 2017 and to better position the portfolio for 2018 (2.3%); and (iv) under-accrual by an operator
of a utility bill which was provisioned for in fourth quarter 2017 (1.0%). Adjusting for these items, normalized fourth quarter 2017 SHOP Total SPP Cash NOI growth would be 0.8%.
55
Glossary
Adjusted Fixed Charge Coverage*
Adjusted EBITDA divided by Fixed Charges. Adjusted Fixed Charge Coverage is a supplemental
measure of liquidity and the Company’s ability to meet its interest payments on outstanding debt
and pay dividends to its preferred stockholders, if applicable. The Company’s various debt
agreements contain covenants that require the Company 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 debt instruments of the Company. Adjusted Fixed Charge
Coverage is subject to the same limitations and qualifications as Adjusted EBITDA and Fixed
Charges.
Annualized Base Rent
The most recent month’s (or subsequent month’s if acquired in the most recent month) base rent
including additional rent floors, cash income from DFLs and/or interest income annualized for 12
months. Annualized Base Rent includes the Company’s share of unconsolidated JVs calculated
on the same basis and excludes properties in the Company’s SHOP and properties sold or held for
sale during the quarter. Further, Annualized Base Rent does not include tenant recoveries, additional
rents in excess of floors and non-cash revenue adjustments (i.e., straight-line rents, amortization
of market lease intangibles, DFL non-cash interest and deferred revenues). The Company uses
Annualized Base Rent for the purpose of determining Lease Expirations and Debt Investment
Maturities.
Cash Flow Coverage (“CFC”)*
Facility EBITDAR or Facility EBITDARM divided by the aggregate of base rent and any additional
rent due to the Company for the trailing 12-month period one quarter in arrears from the period
presented. CFC is a supplemental measure of a property’s ability to generate cash flows for the
operator/tenant (not the Company) to meet the operator’s/tenant’s related rent and other
obligations to the Company. However, CFC is subject to the same limitations and qualifications as
Facility EBITDAR or Facility EBITDARM. CFC is not presented for: (i) properties operated under a
RIDEA structure; or (ii) newly completed facilities under lease-up, facilities acquired or transitioned
to new operators during the relevant trailing 12-month period, vacant facilities and facilities for
which data is not available or meaningful.
Consolidated Debt
The carrying amount of bank line of credit and term loans (if applicable), senior unsecured notes,
mortgage debt and other debt, as reported in the Company’s consolidated financial statements.
Consolidated Gross Assets*
The carrying amount of total assets, excluding investments in and advances to the Company’s
unconsolidated JVs, after adding back accumulated depreciation and amortization, as reported in
the Company’s consolidated financial statements. Consolidated Gross Assets is a supplemental
measure of the Company’s financial position, which, when used in conjunction with debt-related
measures, enables both management and investors to analyze its leverage and to compare its
leverage to that of other companies.
Consolidated Secured Debt
Mortgage and other debt secured by real estate, as reported in the Company’s 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.
Debt Service
The periodic payment of interest expense and principal amortization on secured loans.
Debt Service Coverage (“DSC”)*
Facility EBITDA divided by Debt Service for the trailing 12 months and one quarter in arrears from
the date reported. DSC is a supplemental measure of the borrower’s ability to generate sufficient
liquidity to meet its obligations to the Company under the respective loan agreements. DSC is
subject to the same limitations and qualifications as Facility EBITDA.
Development
Includes ground-up construction. Newly completed developments, are considered Stabilized at
the earlier of lease-up (typically when the tenant(s) controls the physical use of 80% of the space)
or 24 months from the date the property is placed in service.
Direct Financing Lease (“DFL”)
Lease for which future minimum lease payments are recorded as a receivable and the difference
between the future minimum lease payments and the estimated residual values less the cost of
the properties is recorded as unearned income. Unearned income is deferred and amortized to
income over the lease terms to provide a constant yield.
EBITDA and Adjusted EBITDA*
Earnings before interest, taxes, depreciation and amortization for the Company. Adjusted EBITDA
is defined as EBITDA excluding impairments (recoveries), gains or losses from real estate
dispositions, transaction-related items, loss on debt extinguishments, severance-related charges,
litigation provision, gain upon consolidation of JV, casualty-related charges (recoveries) and foreign
currency exchange gains (losses).
Entrance Fees
Certain of the Company’s communities have residency agreements which require the resident to
pay an upfront entrance fee prior to taking occupancy at the community. For NOI, net income and
FFO, 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. For Cash
NOI and FAD, the non-refundable entrance fees are recognized upon receipt, net of a reserve for
statutory refunds due to early terminations. 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 current liabilities.
56
Glossary
Estimated / Actual Completion Date
For Developments, management’s estimate of the period the core and shell structure improvements
are expected to be or have been completed. For Redevelopments, management’s estimate of the
period in which major construction activity in relation to the scope of the project has been or will
be substantially completed.
Facility EBITDA*
EBITDA for a particular facility (not the Company), for the trailing 12 months and one quarter in
arrears from the date reported. The Company uses Facility EBITDA in determining Debt Service
Coverage. Facility EBITDA is subject to the same limitations as EBITDA. In addition, Facility EBITDA
does not represent a borrower’s net income or cash flow from operations and should not be
considered an alternative to those indicators. The Company receives periodic financial information
from most borrowers regarding the performance under the loan agreement. The Company utilizes
Facility EBITDA as a supplemental measure of the borrower’s ability to generate sufficient liquidity
to meet their obligations to the Company. Facility EBITDA includes a management fee as specified
in the borrower loan agreements with the Company. All borrower financial performance data was
derived solely from information provided by borrowers without independent verification by the
Company.
Facility EBITDAR and Facility EBITDARM*
Earnings before interest, taxes, depreciation, amortization and rent (and management fees), as
applicable, for a particular facility accruing to the operator/tenant of the property (the Company
as lessor), for the trailing 12 months and one quarter in arrears from the date reported. The Company
uses Facility EBITDAR or Facility EBITDARM in determining CFC and as a supplemental measure
of the ability of the property to generate sufficient liquidity to meet related obligations to the
Company. Facility EBITDAR includes: (i) contractual management fees; (ii) an imputed management
fee of 5% of revenues for senior housing facilities and post-acute/skilled facilities, or (iii) an imputed
management fee of 2% of revenues for hospitals. All facility financial performance data was derived
solely from information provided by operators/tenants without independent verification by the
Company. Facility EBITDAR and Facility EBITDARM are subject to the same limitations and
qualifications as Facility EBITDA. Facility EBITDAR and Facility EBITDARM are not presented for:
(i) properties operated under a RIDEA structure; or (ii) newly completed facilities under lease-up,
facilities acquired or transitioned to new operators during the relevant trailing 12-month period,
vacant facilities and facilities for which data is not available or meaningful.
Financial Leverage*
Total Debt divided by Total Gross Assets. Financial Leverage is a supplemental measure of the
Company’s financial position, which enables both management and investors to analyze its
leverage and to compare its leverage to that of other companies. The Company’s pro rata share
of total debt from the Company’s unconsolidated JVs is not intended to reflect its 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 is a supplemental measure of the Company’s 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 Available for Distribution (“FAD”)*
See the “Funds Available for Distribution” definition included in the accompanying Discussion and
Reconciliations of Non-GAAP Financial Measures for information regarding FAD.
Funds From Operations (“FFO”) and FFO as Adjusted*
See the “Funds From Operations” definition included in the accompanying Discussion and
Reconciliations of Non-GAAP Financial Measures for information regarding FFO and FFO as
adjusted.
HCP’s Share of Unconsolidated JVs
HCP’s pro rata share information is prepared on a basis consistent with the comparable
consolidated amounts 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 and is calculated by applying our actual ownership percentage for the
period.
Healthcare Affiliated
Represents properties that are on-campus or adjacent to a healthcare system and properties that
are leased 50% or more to a healthcare system.
Initial Capital Expenditures (“ICE”)
Expenditures required to bring a newly acquired property up to standard. The expenditures are
typically identified during underwriting and incurred within the first year of ownership.
Investment*
Represents: (i) the carrying amount of real estate assets and intangibles, after adding back
accumulated depreciation and amortization less the value attributable to refundable Entrance Fee
liabilities; and (ii) the carrying amount of DFLs and Debt Investments. Investment excludes land
held for development. Investment also includes the Company’s pro rata share of the real estate
assets and intangibles held in the Company’s unconsolidated JVs, presented on the same basis.
Metropolitan Statistical Areas (“MSA”)
Metropolitan Statistical Areas are geographic entities delineated by the Office of Management and
Budget for use by Federal Statistical agencies in collecting, tabulating, and publishing Federal
statistics. A metro area contains a core urban area of 50,000 or more population, consists of one
or more counties and includes the counties containing the core urban area, as well as any adjacent
counties that have a high degree of social and economic integration (as measured by commuting
to work) with the urban core.
Net Debt*
Total Debt less the carrying amount of cash and cash equivalents as reported in the Company’s
consolidated financial statements and the Company’s pro rata share of cash and cash equivalents
from the Company’s unconsolidated JVs. Net Debt is a supplemental measure of the Company’s
financial position, which enables both management and investors to analyze its leverage and to
compare its leverage to that of other companies.
Net Debt to Adjusted EBITDA*
Net Debt divided by Adjusted EBITDA is a supplemental measure of the Company’s ability to
decrease its debt. Because the Company may not be able to use its cash to reduce its debt on a
dollar-for-dollar basis, this measure may have material limitations.
57
Glossary
Net Operating Income from Continuing Operations (“NOI”) and Cash
NOI*
NOI is defined as rental and related revenues, including tenant recoveries, resident fees and
services, and income from DFLs, less property level operating expenses; NOI excludes all other
financial statement amounts included in net income (loss). Cash NOI is calculated as NOI after
eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease
intangibles, termination fees and the impact of deferred community fee income and expense.
Occupancy
For life science facilities and medical office buildings, Occupancy represents the percentage of
total rentable square feet leased where rental payments have commenced, including month-to-
month leases, as of the end of the period reported. For senior housing triple-net facilities, post-
acute/skilled facilities and hospitals, Occupancy represents the facilities’ average operating
Occupancy for the trailing three-month period ended one quarter in arrears from the date reported.
For properties in the Company’s SHOP, Occupancy represents the facilities’ average operating
Occupancy for the most recent calendar quarter (year-to-date for year-to-date SPP) available
weighted to reflect HCP’s share. The percentages are calculated based on units for senior housing
facilities and available beds for post-acute/skilled facilities and hospitals. The percentages shown
exclude newly completed facilities under lease-up, facilities acquired or transitioned to new
operators during the relevant period, vacant facilities and facilities for which data is not available
or meaningful. All facility financial performance data was derived solely from information provided
by operators/tenants and borrowers without independent verification by the Company.
Penetration Rate
Reflects the number of available senior housing units by majority type as a percentage of households
with seniors age 80 and older. This measurement is an indicator of market demand for new
development and expansion projects.
Pooled Leases
Two or more leases to the same operator/tenant or their subsidiaries under which their obligations
are combined by virtue of cross default protection, a pooling agreement or multiple pooling
agreements, or cross-guaranties.
Qualified Care Giver
Qualified Care Giver represents a household consisting of individuals between 45 and 64 years of
age with income of $100,000 or more. Qualified Care Giver % is the ratio of Qualified Care Givers
to the total population, which provides an indication of senior housing demand due to the role
adult children have in the senior housing selection process.
Redevelopment
Properties that incur major capital expenditures to significantly improve, change the use, or
reposition the property pursuant to a formal redevelopment plan. Newly completed
redevelopments, are considered Stabilized at the earlier of lease-up (typically when the tenant(s)
controls the physical use of 80% of the space) or 24 months from the date the property is placed
in service.
Rental and Operating Revenues and Total Rental and Operating
Revenues*
Includes rental related revenues, tenant recoveries, resident fees and services and income from
Direct Financing Leases. Total rental and operating revenue includes the Company’s pro rata share
from unconsolidated JVs presented on the same basis.
Retention Rate
The ratio of total renewed square feet to the total square feet expiring and available for lease,
excluding the square feet for tenant leases terminated for default or buy-out prior to the expiration
of the lease.
REVPOR SHOP*
The 3-month average Rental and Operating Revenues per occupied unit for the most recent period
available weighted to reflect HCP's share. The 3-month average Rental and Operating Revenues
per occupied unit for the most recent calendar quarter. REVPOR SHOP excludes newly completed
assets under lease-up, assets sold, acquired or transitioned to a new operating structure (such as
triple-net to SHOP) during the relevant period, assets in redevelopment, and assets that experienced
a casualty event that significantly impacted operations. REVPOR cannot be derived from the
information presented for the SHOP portfolio as units reflect 100% of the unit capacities for
unconsolidated JVs and revenue is at the Company’s pro rata share.
REVPOR Triple-net
The 3-month average facility revenue per occupied unit, one quarter in arrears from the period
presented. Facility revenue consists primarily of resident rents generated at triple-net communities,
which are not included in HCP’s financial results. Facility revenues are derived solely from
information provided by operators/tenants without independent verification by the Company.
REVPOR Triple-net excludes vacant facilities, newly completed assets under lease-up, assets sold,
acquired or transitioned to a new operating structure (such as triple-net to SHOP) during the relevant
period.
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 Property Portfolio (“SPP”)*
SPP NOI and Cash NOI information allows the Company to evaluate the performance of its property
portfolio under a consistent population by eliminating changes in the composition of its
consolidated portfolio of properties. SPP NOI excludes certain non-property specific operating
expenses that are allocated to each operating segment on a consolidated basis. SPP NOI for
properties that undergo a change in ownership is reported based on the current ownership
percentage. Properties are included in SPP once they are stabilized for the full period in both
comparison periods. Newly acquired operating assets are generally considered stabilized at the
earlier of lease-up (typically when the tenant(s) control(s) the physical use of at least 80% of the
space) or 12 months from the acquisition date. Newly completed developments and
redevelopments are considered stabilized at the earlier of lease-up or 24 months from the date the
property is placed in service. Properties that experience a change in reporting structure, such as
a transition from a triple-net lease to a RIDEA reporting structure, are considered stabilized after
12 months in operations under a consistent reporting structure. A property is removed from SPP
when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event
that significantly impacts operations or changes its reporting structure (such as triple-net to SHOP).
Secured Debt Ratio*
Total Secured Debt divided by Total Gross Assets. Secured Debt Ratio is a supplemental measure
of the Company’s financial position, which enables both management and investors to analyze its
leverage and to compare its leverage to that of other companies. The Company’s pro rata share
of Total Secured Debt from the Company’s unconsolidated JVs is not intended to reflect its actual
liability or ability to access assets should there be a default under any or all such loans or a liquidation
of the JVs.
58
Glossary
Square Feet (Sq. Ft.)
The square footage for properties, excluding square footage for development or redevelopment
properties prior to completion.
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) or 12 months
from the acquisition date. Newly completed developments and redevelopments are considered
Stabilized at the earlier of lease-up or 24 months from the date the property is placed in service.
Properties that experience a change in reporting structure, such as a transition from a triple-net
lease to a RIDEA reporting structure, are considered stabilized after 12 months in operations under
a consistent reporting structure.
Total Cash Operating Expenses*
Consolidated cash operating expenses plus the Company’s pro rata share of cash operating
expenses from its unconsolidated JVs. Total cash operating expenses represents property level
operating expenses after eliminating the effects of straight-line rents, lease termination fees and
the impact of deferred community fee expense.
Total Cash Rental and Operating Revenues*
Consolidated cash rental and operating revenue plus the Company’s pro rata share of cash rental
and operating revenue from its unconsolidated JVs. Total cash rental and operating revenue
represents rental and related revenues, tenant recoveries, resident fees and services and income
from DFLs after eliminating the effects of straight-line rents, DFL non-cash interest, amortization
of market lease intangibles, non-refundable entrance fees, net of entrance fee amortization, lease
termination fees and the impact of deferred community fee income.
Total Debt*
Consolidated Debt plus the Company’s pro rata share of total debt from the Company’s
unconsolidated JVs. Total Debt is a supplemental measure of the Company’s financial position,
which enables both management and investors to analyze its leverage and to compare its leverage
to that of other companies.
Total Gross Assets*
Consolidated Gross Assets plus the Company’s pro rata share of total assets from the Company’s
unconsolidated JVs, after adding back accumulated depreciation and amortization. Total Gross
Assets is a supplemental measure of the Company’s financial position, which, when used in
conjunction with debt-related measures, enables both management and investors to analyze its
leverage and to compare its leverage to that of other companies.
Total Market Equity
The total number of outstanding shares of the Company’s common stock multiplied by the closing
price per share of its common stock on the New York Stock Exchange as of period end, plus the
total number of convertible partnership units multiplied by the closing price per share of its common
stock on the New York Stock Exchange as of period end (adjusted for stock splits).
Total NOI and Cash NOI*
NOI and Cash NOI plus the Company's pro rata share of NOI and Cash NOI from its unconsolidated
JVs.
Total Operating Expenses*
Consolidated operating expenses plus the Company’s pro rata share of operating expenses from
its unconsolidated JVs.
Total Rental and Operating Revenues*
Consolidated rental and operating revenue plus the Company’s pro rata share of rental and
operating revenue from its unconsolidated JVs.
Total Secured Debt*
Consolidated Secured Debt plus the Company’s pro rata share of mortgage debt from the
Company’s unconsolidated JVs. Total Secured Debt is a supplemental measure of the Company’s
financial position, which enables both management and investors to analyze its leverage and to
compare its leverage to that of other companies.
Total SPP*
SPP NOI and Cash NOI plus the Company's pro rata share of SPP from its unconsolidated JVs.
Units/Square Feet/Beds
Senior housing facilities are measured in available units (e.g., studio, one or two bedroom units).
Life science facilities and medical office buildings are measured in square feet. Post-acute/skilled
facilities and hospitals are measured in available beds.
* Non-GAAP Supplemental Measures
Reconciliations, definitions and important discussions regarding the usefulness and limitations of the Non-GAAP Financial Measures used in this report can be found at
http://ir.hcpi.com/financial-reconciliation.
59
Debt Ratios Adjusted EBITDA and AdjustedFixed Charge Coverage
Dollars in thousands
Three Months Ended Year Ended
December 31, 2017 December 31, 2017
Net income $ (57,924) $ 422,634
Interest expense 71,882 307,716
Income tax expense (benefit) 13,297 (1,333)
Depreciation and amortization 136,833 534,726
HCP’s share of unconsolidated JVs:
Interest expense 1,783 6,763
Income tax expense (benefit) 39 172
Depreciation and amortization 12,347 60,058
Other JV adjustments (74) (522)
EBITDA $ 178,183 $ 1,330,214
Loss (gain) on sales of real estate, net (33,789) (356,641)
HCP’s share of gain on sale of real estate from unconsolidated JVs (1,430) (1,430)
Impairments (recoveries) of real estate, net — 22,590
Transaction-related items 60,100 62,576
Other impairments (recoveries), net 84,374 92,900
Severance and related charges 1,111 5,000
Loss on debt extinguishments — 54,227
Litigation costs 8,130 15,637
Casualty-related charges (recoveries), net(1) 1,860 12,833
Foreign currency remeasurement losses (gains) (58) (1,043)
Adjusted EBITDA $ 298,481 $ 1,236,863
ADJUSTED FIXED CHARGES
Interest expense $ 71,882 $ 307,716
HCP’s share of unconsolidated JV interest expense 1,783 6,763
Capitalized interest 4,330 16,937
Fixed charges $ 77,995 $ 331,416
Adjusted fixed charge coverage 3.8x 3.7x
(1) Represents property damage and associated costs, inclusive of the Company’s share from its unconsolidated JVs, offset by insurance
receivable.
60
Debt Ratios
As of the year ended December 31, 2017, dollars in thousands
TOTAL DEBT AND NET DEBT
December 31, 2017
Bank line of credit(1) $ 1,017,076
Term loan(2) 228,288
Senior unsecured notes 6,396,451
Mortgage debt 144,486
Other debt 94,165
Consolidated debt $ 7,880,466
HCP's share of unconsolidated JV mortgage debt 171,064
HCP's share of unconsolidated JV other debt 180,011
Total Debt $ 8,231,541
Cash and cash equivalents (55,306)
HCP's share of unconsolidated JV cash and cash equivalents (33,553)
Net Debt $ 8,142,682
(1) Includes £105 million translated into U.S. dollars
(“USD”).
(2) Represents £169 million translated into USD.
(3) Represents the current quarter Adjusted EBITDA
multiplied by a factor of four.
FINANCIAL LEVERAGE
December 31, 2017
Total Debt $ 8,231,541
Total Gross Assets 18,052,955
Financial Leverage 45.6%
SECURED DEBT RATIO
December 31, 2017
Mortgage debt $ 144,486
HCP's share of unconsolidated JV mortgage debt 171,064
Secured debt $ 315,550
Total Gross Assets 18,052,955
Secured Debt Ratio 1.7%
NET DEBT TO ADJUSTED EBITDA
As of and for the three months and year ended December 31, 2017, dollars in thousands
Three Months Ended
December 31, 2017
Year Ended
December 31, 2017
Net Debt $ 8,142,682 $ 8,142,682
Adjusted EBITDA 1,193,924 (3) 1,236,863
Net Debt to Adjusted EBITDA 6.8x 6.6x
61
COMPANY
Information
BOARD OF DIRECTORS
DAVID B. HENRY
Chairman of the Board, HCP, Inc.
Former Vice Chairman and Chief Executive Officer,
Kimco Realty Corporation
THOMAS M. HERZOG
President and Chief Executive Officer, HCP, Inc.
BRIAN G. CARTWRIGHT
Senior Advisor,
Patomak Global Partners, LLC
Former General Counsel, SEC
CHRISTINE N. GARVEY
Former Global Head of Corporate
Real Estate Services, Deutsche Bank AG
EXECUTIVE MANAGEMENT
THOMAS M. HERZOG
President and Chief Executive Officer
PETER A. SCOTT
Executive Vice President
Chief Financial Officer
TROY E. MCHENRY
Executive Vice President
General Counsel and Corporate Secretary
JAMES P. HOFFMANN
Former Partner and Senior Vice President,
Wellington Management Company
MICHAEL D. MCKEE
Former Executive Chairman, HCP, Inc.
PETER L. RHEIN
Partner,
Sarlot & Rhein
JOSEPH P. SULLIVAN
Chairman Emeritus, Board of Advisors,
RAND Health; Former Chief Executive Officer,
American Health Properties, Inc.
THOMAS M. KLARITCH
Executive Vice President and
Chief Operating Officer
KENDALL K. YOUNG
Senior Managing Director
Senior Housing Properties
SHAWN G. JOHNSTON
Senior Vice President and
Chief Accounting Officer
62
Forward-Looking Statements
& Risk Factors
Statements contained in this supplemental report which are not historical facts are "forward-
looking statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-
looking statements include, among other things, statements regarding our and our officers’
intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,”
“expect,” “believe,” “intend,” “anticipate,” “seek,” “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)
the Company’s pending or contemplated acquisitions, dispositions and development
projects, including with respect to closing dates, completion dates, stabilization dates,
rentable square feet, costs to complete, occupancy, yield, total investment and return on
investment, (ii) future new supply and demographics, (iii) the Company’s 2018 guidance and
assumptions with respect thereto, and (iv) target metrics, including but not limited to Net
Debt to Adjusted EBITDA and Financial Leverage. Forward-looking statements reflect our
current expectations and views about future events and are subject to risks and uncertainties
that could significantly affect our future financial condition and results of operations. While
forward-looking statements reflect our good faith belief and assumptions we believe to be
reasonable based upon current information, we can give no assurance that our expectations
or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-
looking statement contained in this supplemental report, and such forward-looking
statements are subject to known and unknown risks and uncertainties that are difficult to
predict. These risks and uncertainties include, but are not limited to: the Company’s reliance
on a concentration of a small number of tenants and operators for a significant percentage
of its revenues, the financial condition of the Company’s existing and future tenants, operators
and borrowers, including potential bankruptcies and downturns in their businesses, and their
legal and regulatory proceedings, which results in uncertainties regarding the Company’s
ability to continue to realize the full benefit of such tenants’ and operators’ leases and
borrowers’ loans; the ability of the Company’s existing and future tenants, operators and
borrowers to conduct their respective businesses in a manner sufficient to maintain or
increase their revenues and to generate sufficient income to make rent and loan payments
to the Company and the Company’s ability to recover investments made, if applicable, in
their operations; competition for tenants and operators, including with respect to new leases
and mortgages and the renewal or rollover of existing leases; the Company’s concentration
in the healthcare property sector, particularly in senior housing, life sciences, medical office
buildings and hospitals, which makes its profitability more vulnerable to a downturn in a
specific sector than if the Company were investing in multiple industries; availability of
suitable properties to acquire at favorable prices, the competition for the acquisition and
financing of those properties and the costs of associated property development; the
Company’s ability to negotiate the same or better terms with new tenants or operators if
existing leases are not renewed or the Company exercises its right to foreclose on loan
collateral or replace an existing tenant or operator upon default; the risks associated with
the Company’s investments in JVs and unconsolidated entities, including its lack of sole
decision making authority and its reliance on its partners’ financial condition and continued
cooperation; the Company’s ability to achieve the benefits of acquisitions and other
investments within expected time frames or at all, or within expected cost projections;
operational risks associated with third party management contracts, including the additional
regulation and liabilities of RIDEA lease structures; the potential impact on the Company
Continued
Solana Preserve Vintage Park
Houston, TX
63
and its tenants, operators and borrowers from current and future litigation matters, including
the possibility of larger than expected litigation costs, adverse results and related
developments; the effect on the Company’s tenants and operators of legislation, executive
orders and other legal requirements, including the Affordable Care Act and licensure,
certification and inspection requirements as well as laws addressing entitlement programs
and related services, including Medicare and Medicaid, which may result in future reductions
in reimbursements; changes in federal, state or local laws and regulations, including those
affecting the healthcare industry that affect the Company’s costs of compliance or increase
the costs, or otherwise affect the operations, of its tenants and operators; volatility or
uncertainty in the capital markets, the availability and cost of capital as impacted by interest
rates, changes in the Company’s credit ratings, and the value of its common stock, and
other conditions that may adversely impact the Company’s ability to fund its obligations or
consummate transactions, or reduce the earnings from potential transactions; changes in
global, national and local economic and other conditions, including currency exchange rates;
the Company’s ability to manage its indebtedness level and changes in the terms of such
indebtedness; competition for skilled management and other key personnel; the Company’s
ability to maintain its qualification as a real estate investment trust; and other risks and
uncertainties described from time to time in the Company’s Securities and Exchange
Commission (SEC) filings. Except as required by law, we do not undertake, and hereby
disclaim, any obligation to update any forward-looking statements, which speak only as of
the date on which they are made.
The information in this supplemental report should be read in conjunction with the
Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and other information filed with the SEC. The Reporting Definitions (and
Reconciliations of Non-GAAP Financial Measures) are an integral part of the information
presented herein. You can access these documents on the Company’s website,
www.hcpi.com, free of charge, as well as amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable
after such material is electronically filed with, or furnished to, the SEC. The information
contained on the Company’s website is not incorporated by reference into, and should not
be considered a part of, this supplemental report.
In addition, the SEC maintains a website that contains reports, proxy and information
statements, and other information regarding issuers, including the Company, that file
electronically with the SEC at www.sec.gov.
This supplemental report also includes market and industry data that the Company has
obtained from market research, publicly available information and industry publications.
The accuracy and completeness of such information are not guaranteed. The market and
industry data is often based on industry surveys and preparers’ experience in the industry.
Similarly, although the Company believes that the surveys and market research that others
have performed are reliable, it has not independently verified this information.
For more information, contact Andrew Johns, Vice President - Investor Relations, at
(949) 407-0400.
Forward-Looking Statements
& Risk Factors (continued)
Solana Preserve Vintage Park
Houston, TX
64
CORPORATE HEADQUARTERS
1920 MAIN STREET, SUITE 1200
IRVINE, CA 92614
(949) 407-0700
SAN FRANCISCO OFFICE
950 TOWER LANE, SUITE 1650
FOSTER CITY, CA 94404
NASHVILLE OFFICE
3000 MERIDIAN BOULEVARD, SUITE 200
FRANKLIN, TN 37067
Exhibit 99.3

Discussion and
Reconciliation of Non-
GAAP Financial Measures
December 31, 2017
(Unaudited)
Definitions |
Adjusted Fixed Charge Coverage Adjusted EBITDA divided by Fixed Charges. Adjusted Fixed Charge Coverage is a supplemental measure of liquidity and the Company’s ability to meet its interest payments on outstanding debt and pay dividends to its preferred stockholders, if applicable. The Company’s various debt agreements contain covenants that require the Company 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 debt instruments of the Company. Adjusted Fixed Charge Coverage is subject to the same limitations and qualifications as Adjusted EBITDA and Fixed Charges.
Consolidated Debt The carrying amount of bank line of credit and term loans (if applicable), senior unsecured notes, mortgage debt and other debt, as reported in the Company’s consolidated financial statements.
Consolidated Gross Assets The carrying amount of total assets, excluding investments in and advances to the Company’s unconsolidated JVs, after adding back accumulated depreciation and amortization, as reported in the Company’s consolidated financial statements. Consolidated Gross Assets is a supplemental measure of the Company’s financial position, which, when used in conjunction with debt-related measures, enables both management and investors to analyze its leverage and to compare its leverage to that of other companies.
Consolidated Secured Debt Mortgage and other debt secured by real estate, as reported in the Company’s consolidated financial statements.
EBITDA and Adjusted EBITDA Earnings before interest, taxes, depreciation and amortization for the Company. Adjusted EBITDA is defined as EBITDA excluding impairments (recoveries), gains or losses from real estate dispositions, transaction-related items, loss on debt extinguishments, severance-related charges, litigation provision, gain upon consolidation of JV, casualty-related charges (recoveries) and foreign currency exchange gains (losses). The Company considers EBITDA and Adjusted EBITDA important supplemental measures to net income (loss) because they provide an additional manner in which to evaluate the Company’s operating performance. Net income (loss) is the most directly comparable U.S. generally accepted accounting principles (“GAAP”) measure to EBITDA and Adjusted EBITDA.
Financial Leverage Total Debt divided by Total Gross Assets. Financial Leverage is a supplemental measure of the Company’s financial position, which enables both management and investors to analyze its leverage and to compare its leverage to that of other companies. The Company’s pro rata share information is calculated by applying its actual ownership percentage for the period and excludes debt funded by the Company to its JVs. The ratio of Consolidated Debt to Consolidated Gross Assets is the most directly comparable GAAP measure to Financial Leverage. The Company’s pro rata share of total debt from the Company’s unconsolidated JVs is not intended to reflect its 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 is a supplemental measure of the Company’s 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 Available for Distribution (“FAD”) FAD is defined as FFO as adjusted after excluding the impact of the following: (i) amortization of deferred compensation expense, (ii) amortization of deferred financing costs, net, (iii) straight-line rents, (iv) amortization of acquired market lease intangibles, net, (v) non-cash interest and depreciation related to DFLs and lease incentive amortization (reduction of straight-line rents) and (vi) 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, FAD: (i) is computed after deducting recurring capital expenditures, including leasing costs and second generation tenant and capital improvements, and (ii) includes lease restructure payments and adjustments to compute the Company’s share of FAD from its unconsolidated joint ventures and those related to CCRC non-refundable entrance fees. Adjustments for joint ventures are calculated to reflect the Company’s pro-rata share of both its consolidated and unconsolidated joint ventures. The Company reflects its share of FAD for unconsolidated joint ventures by applying its actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. The Company reflects its share for consolidated joint ventures in which it does not own 100% of the equity by adjusting its FAD to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods (see FFO below for further disclosure regarding our use of pro-rata share information and its limitations). Other REITs or real estate companies may use different methodologies for calculating FAD, and accordingly, the Company’s FAD may not be comparable to those reported by other REITs. Although the Company’s FAD computation may not be comparable to that of other REITs, management believes FAD provides a meaningful supplemental measure of the Company’s performance and is frequently used by analysts, investors, and other interested parties in the evaluation of the Company’s performance as a REIT. The Company believes FAD is an alternative run-rate earnings measure that improves the understanding of its operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods and (iii) results among REITS more meaningful. FAD 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 the Company’s cash flows from operating activities: (i) adjustments for changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, (ii) transaction-related costs, (iii) litigation settlement expenses, (iv) severance-related expenses and (v) actual cash receipts from interest income recognized on loans receivable (in contrast to our FAD adjustment to exclude non-cash interest and depreciation related to our investments in direct
![]() | 2 |
Definitions |
financing leases). Furthermore, FAD is adjusted for recurring capital expenditures, which are generally not considered when determining cash flows from operations or liquidity. FAD is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in accordance with GAAP.
Funds From Operations (“FFO”), FFO as adjusted and Comparable FFO as adjusted The Company believes 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.
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 depreciation and amortization, and adjustments to compute the Company’s share of FFO and FFO as adjusted (see below) from joint ventures. Adjustments for joint ventures are calculated to reflect the Company’s pro-rata share of both our consolidated and unconsolidated joint ventures. The Company reflects its share of FFO for unconsolidated joint ventures by applying its actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. For consolidated joint ventures in which it does not own 100%, the Company reflects its share of the equity by adjusting its FFO to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. The Company’s pro-rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect its proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying its actual ownership percentage for the period. The Company does not control the unconsolidated joint ventures, and the pro-rata presentations of reconciling items included in FFO (see above) do not represent its 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. See Total NOI below for further discussion regarding the use of pro-rata share information and its limitations.
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). The Company computes FFO in accordance with the current NAREIT definition; however, other REITs may report FFO differently or have a different interpretation of the current NAREIT definition from the Company’s.
In addition, the Company presents FFO before the impact of non-comparable items including, but not limited to, transaction-related items, impairments (recoveries) of non-depreciable assets, severance and related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs, casualty-related charges (recoveries), foreign currency remeasurement losses (gains) and changes in tax legislation (“FFO as adjusted”). Transaction-related items include transaction expenses and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities. Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Management believes that FFO as adjusted provides a meaningful supplemental measurement of the Company’s 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.” The Company believes 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 the Company’s properties, and management believes it is important that stockholders, potential investors and financial analysts understand this measure used by management. The Company uses 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 its management, (iii) budget and forecast future results to assist in the allocation of resources, (iv) assess its performance as compared with similar real estate companies and the industry in general and (v) evaluate how a specific potential investment will impact its future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, the Company’s FFO as adjusted may not be comparable to those reported by other REITs.
In addition, the Company presents Comparable FFO as adjusted, which excludes FFO as adjusted from Quality Care Properties, Inc. (“QCP”) and interest expense related to debt repaid using proceeds from the spin-off, assuming these transactions occurred at the beginning of the period presented. Comparable FFO as adjusted allows management to evaluate the performance of the Company’s remaining real estate portfolio following the completion of the QCP spin-off (the "Spin-Off").
Investment Represents: (i) the carrying amount of real estate assets and intangibles, after adding back accumulated depreciation and amortization less the value attributable to refundable Entrance Fee liabilities; and (ii) the carrying amount of DFLs and Debt Investments. Investment excludes land held for development. Investment also includes the Company’s pro rata share of the real
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Definitions |
estate assets and intangibles held in the Company’s unconsolidated JVs, presented on the same basis. The Company’s pro rata share information is calculated by applying its actual ownership percentage for the period.
Net Debt Total Debt less the carrying amount of cash and cash equivalents as reported in the Company’s consolidated financial statements and the Company’s pro rata share of cash and cash equivalents from the Company’s unconsolidated JVs. The Company’s pro rata share information is calculated by applying its actual ownership percentage for the period. Consolidated Debt is the most directly comparable GAAP measure to Net Debt. Net Debt is a supplemental measure of the Company’s financial position, which enables both management and investors to analyze its leverage and to compare its leverage to that of other companies.
Net Debt to Adjusted EBITDA Net Debt divided by Adjusted EBITDA is a supplemental measure of the Company’s ability to decrease its debt. Because the Company may not be able to use its cash to reduce its debt on a dollar-for-dollar basis, this measure may have material limitations.
Net Operating Income from Continuing Operations (“NOI”) and Cash NOI NOI and Cash NOI are non-GAAP supplemental financial measures used to evaluate the operating performance of real estate. NOI is defined as rental and related revenues, including tenant recoveries, resident fees and services, and income from DFLs, less property level operating expenses; NOI excludes all other financial statement amounts included in net income (loss). Management believes NOI provides relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis. Cash NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, termination fees and the impact of deferred community fee income and expense. The adjustments to NOI and resulting Adjusted NOI for SHOP for prior periods presented have been restated to conform to the current period presentation which excludes the impact of deferred community fee income and expense, resulting in recognition as cash is received and expenses are paid. Cash NOI is oftentimes also referred to as “Adjusted NOI.” The Company uses NOI and Cash NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate its same property portfolio (“SPP”), as described below. The Company believes that net income (loss) is the most directly comparable GAAP measure to NOI. NOI 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. Further, the Company’s definition of NOI may not be comparable to the definition used by other REITs or real estate companies, as they may use different methodologies for calculating NOI.
Operating expenses generally relate to leased medical office and life science properties and senior housing RIDEA properties. The Company generally recovers all or a portion of its leased medical office and life science property expenses through tenant recoveries. The Company presents expenses as operating or general and administrative based on the underlying nature of the expense.
Revenue Per Occupied Room ("REVPOR") SHOP REVPOR SHOP is a non-GAAP supplemental financial measure used to evaluate the revenue-generating capacity and profit potential of its SHOP assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of the Company's SHOP assets. REVPOR SHOP represents the three-month average REVPOR for the most recent calendar quarter available weighted to reflect the Company's share. REVPOR SHOP excludes newly completed assets under lease-up, assets sold, acquired or transitioned to a new operating structure (such as triple-net to SHOP) during the relevant period, assets in redevelopment, and assets that experienced a casualty event that significantly impacted operations.
Same Property Portfolio SPP NOI and Cash NOI information allows the Company to evaluate the performance of its property portfolio under a consistent population by eliminating changes in the composition of its consolidated portfolio of properties. SPP NOI excludes certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis. SPP NOI for properties that undergo a change in ownership is reported based on the current ownership percentage.
Properties are included in SPP once they are stabilized for the full period in both comparison periods. Newly acquired operating assets are generally considered stabilized at the earlier of lease-up (typically when the tenant(s) control(s) the physical use of at least 80% of the space) or 12 months from the acquisition date. Newly completed developments and redevelopments are considered stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. Properties that experience a change in reporting structure, such as a transition from a triple-net lease to a RIDEA reporting structure, are considered stabilized after 12 months in operations under a consistent reporting structure. A property is removed from SPP when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations or changes its reporting structure (such as triple-net to SHOP).
Secured Debt Ratio Total Secured Debt divided by Total Gross Assets. Secured Debt Ratio is a supplemental measure of the Company’s financial position, which enables both management and investors to analyze its leverage and to compare its leverage to that of other companies. The ratio of Consolidated Secured Debt to Consolidated Gross Assets is the most directly comparable GAAP measure to Secured Debt Ratio. The Company’s pro rata share information is calculated by applying its actual ownership percentage for the period and excludes debt funded by the Company to its JVs. The Company’s pro rata share of Total Secured Debt from the Company’s unconsolidated JVs is not intended to reflect its 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 portfolio is comprised of investments in the following healthcare segments: (i) senior housing triple-net, (ii) senior housing operating portfolio (“SHOP”), (iii) life science (iv) medical office and (v) other non-reportable segments (“Other”).
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Definitions |
Total Cash Operating Expenses Consolidated cash operating expenses plus the Company’s pro rata share of cash operating expenses from its unconsolidated JVs. Total cash operating expenses represents property level operating expenses after eliminating the effects of straight-line rents, lease termination fees and the impact of deferred community fee expense. Total cash operating expenses is a supplemental measure used to evaluate the operating performance of its real estate. The Company’s pro rata share information is calculated by applying its actual ownership percentage for the period. The Company does not control the unconsolidated joint ventures, and the pro-rata presentations of cash operating expenses do not represent its legal obligation 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.
Total Cash Rental and Operating Revenues Consolidated cash rental and operating revenue plus the Company’s pro rata share of cash rental and operating revenue from its unconsolidated JVs. Total cash rental and operating revenue represents rental and related revenues, tenant recoveries, resident fees and services and income from DFLs after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, non-refundable entrance fees, net of entrance fee amortization, lease termination fees and the impact of deferred community fee income. Total cash rental and operating revenue is a supplemental measure used to evaluate the operating performance of its real estate. The Company’s pro rata share information is calculated by applying its actual ownership percentage for the period. The Company does not control the unconsolidated joint ventures, and the pro-rata presentations of cash rental and operating revenue do not represent its 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.
Total Debt Consolidated Debt plus the Company’s pro rata share of total debt from the Company’s unconsolidated JVs. Total Debt is a supplemental measure of the Company’s financial position, which enables both management and investors to analyze its leverage and to compare its leverage to that of other companies. The Company’s pro rata share information is calculated by applying its actual ownership percentage for the period and excludes debt funded by the Company to its JVs. The Company’s pro rata share of Total Debt from the Company’s unconsolidated JVs is not intended to reflect its actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Total Gross Assets Consolidated Gross Assets plus the Company’s pro rata share of total assets from the Company’s unconsolidated JVs, after adding back accumulated depreciation and amortization. Total Gross Assets is a supplemental measure of the Company’s financial position, which, when used in conjunction with debt-related measures, enables both management and investors to analyze its leverage and to compare its leverage to that of other companies. The Company’s pro rata share information is calculated by applying its actual ownership percentage for the period.
Total Net Operating Income from Continuing Operations (“NOI”) and Total Cash NOI Total NOI and Total Cash NOI are non-GAAP supplemental financial measures used to evaluate the operating performance of real estate. The Company includes NOI and Cash NOI from properties from its consolidated portfolio (see NOI and Cash NOI definitions above), as well as its pro-rata share of properties owned by its unconsolidated joint ventures in its Total NOI and Total Cash NOI. The Company believes providing this information assists investors and analysts in estimating the economic interest in its total portfolio of real estate. The Company’s pro-rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect its proportionate economic interest in the operating results of properties in its portfolio and is calculated by applying its actual ownership percentage for the period. The Company does not control the unconsolidated joint ventures, and the pro-rata presentations of revenues and expenses included in Total NOI 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 the Company’s 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 the Company’s financial statements as reported under GAAP. The Company compensates for these limitations by relying primarily on its GAAP financial statements, using the pro-rata financial information as a supplement.
Total Rental and Operating Revenues Consolidated rental and operating revenue plus the Company’s pro rata share of rental and operating revenue from its unconsolidated JVs. Total rental and operating revenue is a supplemental measure used to evaluate the operating performance of its real estate. The Company’s pro rata share information is calculated by applying its actual ownership percentage for the period. The Company does not control the unconsolidated joint ventures, and the pro-rata presentations of rental and operating revenue do not represent its 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.
Total Operating Expenses Consolidated operating expenses plus the Company’s pro rata share of operating expenses from its unconsolidated JVs. Total operating expenses is a supplemental measure used to evaluate the operating performance of its real estate. The Company’s pro rata share information is calculated by applying its actual ownership percentage for the period. The Company does not control the unconsolidated joint ventures, and the pro-rata presentations of operating expenses do not represent
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Definitions |
its legal obligation 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.
Total SPP Total SPP NOI and Total SPP Cash NOI information allows the Company to evaluate the performance of its property portfolio under a consistent population by eliminating changes in the composition of our total portfolio of properties. The Company includes properties from its consolidated portfolio (see SPP above for definition), as well as properties owned by its unconsolidated joint ventures in Total SPP NOI and Total SPP Cash NOI (see Total NOI above for further discussion regarding the Company's use of pro-rata share information and its limitations).
Total Secured Debt Consolidated Secured Debt plus the Company’s pro rata share of mortgage debt from the Company’s unconsolidated JVs. Total Secured Debt is a supplemental measure of the Company’s financial position, which enables both management and investors to analyze its leverage and to compare its leverage to that of other companies. The Company’s pro rata share information is calculated by applying its actual ownership percentage for the period and excludes debt funded by the Company to its JVs. The Company’s pro rata share of total debt from the Company’s unconsolidated JVs is not intended to reflect its actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
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Reconciliations |
In thousands, except per share data |
Funds From Operations | ||||
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net income (loss) applicable to common shares | $ | (59,298 | ) | $ | 58,440 | $ | 413,013 | $ | 626,549 | |||||||
Real estate related depreciation and amortization | 136,833 | 147,415 | 534,726 | 572,998 | ||||||||||||
Real estate related depreciation and amortization on unconsolidated joint ventures | 12,347 | 12,696 | 60,058 | 49,043 | ||||||||||||
Real estate related depreciation and amortization on noncontrolling interests and other | (3,425 | ) | (5,317 | ) | (15,069 | ) | (21,001 | ) | ||||||||
Other depreciation and amortization | 1,646 | 2,998 | 9,364 | 11,919 | ||||||||||||
Loss (gain) on sales of real estate, net | (33,789 | ) | (45,093 | ) | (356,641 | ) | (164,698 | ) | ||||||||
Loss (gain) on sales of real estate, net on unconsolidated joint ventures | (1,430 | ) | (16,118 | ) | (1,430 | ) | (16,332 | ) | ||||||||
Loss (gain) on sales of real estate, net on noncontrolling interests | — | 226 | — | 224 | ||||||||||||
Taxes associated with real estate dispositions(1) | — | 7,017 | (5,498 | ) | 60,451 | |||||||||||
Impairments (recoveries) of real estate, net | — | — | 22,590 | — | ||||||||||||
FFO applicable to common shares | $ | 52,884 | $ | 162,264 | $ | 661,113 | $ | 1,119,153 | ||||||||
Distributions on dilutive convertible units | — | — | — | 8,732 | ||||||||||||
Diluted FFO applicable to common shares | $ | 52,884 | $ | 162,264 | $ | 661,113 | $ | 1,127,885 | ||||||||
Weighted average shares used to calculate diluted FFO per common share | 469,388 | 468,210 | 468,935 | 471,566 | ||||||||||||
Impact of adjustments to FFO: | ||||||||||||||||
Transaction-related items(2) | $ | 60,100 | $ | 62,016 | $ | 62,576 | $ | 96,586 | ||||||||
Other impairments (recoveries), net(3) | 84,374 | — | 92,900 | — | ||||||||||||
Severance and related charges(4) | 1,111 | 2,501 | 5,000 | 16,965 | ||||||||||||
Loss on debt extinguishments(5) | — | 46,020 | 54,227 | 46,020 | ||||||||||||
Litigation costs(6) | 8,130 | 3,081 | 15,637 | 3,081 | ||||||||||||
Casualty-related charges (recoveries), net | 2,039 | — | 10,964 | — | ||||||||||||
Foreign currency remeasurement losses (gains) | (58 | ) | 318 | (1,043 | ) | 585 | ||||||||||
Tax rate legislation impact(7) | 17,028 | — | 17,028 | — | ||||||||||||
$ | 172,724 | $ | 113,936 | $ | 257,289 | $ | 163,237 | |||||||||
FFO as adjusted applicable to common shares | $ | 225,608 | $ | 276,200 | $ | 918,402 | $ | 1,282,390 | ||||||||
Distributions on dilutive convertible units and other | (98 | ) | 2,315 | 6,657 | 12,849 | |||||||||||
Diluted FFO as adjusted applicable to common shares | $ | 225,510 | $ | 278,515 | $ | 925,059 | $ | 1,295,239 | ||||||||
Weighted average shares used to calculate diluted FFO as adjusted per common share | 469,388 | 474,318 | 473,620 | 473,340 | ||||||||||||
FFO as adjusted from QCP | $ | — | $ | 26,948 | $ | — | $ | 328,341 | ||||||||
Diluted Comparable FFO as adjusted applicable to common shares(8) | $ | 225,510 | $ | 251,567 | $ | 925,059 | $ | 966,898 | ||||||||
Diluted earnings per common share | $ | (0.13 | ) | $ | 0.12 | $ | 0.88 | $ | 1.34 | |||||||
Depreciation and amortization | 0.29 | 0.32 | 1.13 | 1.21 | ||||||||||||
Depreciation and amortization on unconsolidated joint ventures | 0.03 | 0.03 | 0.13 | 0.10 | ||||||||||||
Depreciation and amortization on noncontrolling interests and other | (0.01 | ) | (0.01 | ) | (0.03 | ) | (0.04 | ) | ||||||||
Other depreciation and amortization | — | 0.01 | 0.02 | 0.03 | ||||||||||||
Loss (gain) on sales of real estate, net | (0.07 | ) | (0.10 | ) | (0.76 | ) | (0.35 | ) | ||||||||
Loss (gain) on sales of real estate, net on unconsolidated joint ventures | — | (0.03 | ) | — | (0.03 | ) | ||||||||||
Taxes associated with real estate dispositions(1) | — | 0.01 | (0.01 | ) | 0.13 | |||||||||||
Impairments (recoveries) of real estate, net | — | — | 0.05 | — | ||||||||||||
Diluted FFO per common shares | $ | 0.11 | $ | 0.35 | $ | 1.41 | $ | 2.39 | ||||||||
Transaction-related items(2) | 0.13 | 0.13 | 0.13 | 0.20 | ||||||||||||
Other impairments (recoveries), net(3) | 0.18 | — | 0.20 | — | ||||||||||||
Severance and related charges(4) | — | — | 0.01 | 0.04 | ||||||||||||
Loss on debt extinguishments(5) | — | 0.10 | 0.11 | 0.10 | ||||||||||||
Litigation costs(6) | 0.02 | 0.01 | 0.03 | 0.01 | ||||||||||||
Casualty-related charges (recoveries), net | — | — | 0.02 | — | ||||||||||||
Tax rate legislation impact(7) | 0.04 | — | 0.04 | — | — | |||||||||||
FFO as adjusted applicable to common shares | $ | 0.48 | $ | 0.59 | $ | 1.95 | $ | 2.74 | ||||||||
FFO as adjusted from QCP per common share | — | (0.06 | ) | — | (0.70 | ) | ||||||||||
Diluted Comparable FFO as adjusted per common share(8) | $ | 0.48 | $ | 0.53 | $ | 1.95 | $ | 2.04 | ||||||||
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Reconciliations |
Dollars in thousands |
Funds Available for Distribution | ||||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
FFO as adjusted applicable to common shares | $ | 225,608 | $ | 276,200 | $ | 918,402 | $ | 1,282,390 | |||||||
Amortization of deferred compensation(9) | 3,180 | 2,687 | 13,510 | 15,581 | |||||||||||
Amortization of deferred financing costs | 3,428 | 4,416 | 14,569 | 20,014 | |||||||||||
Straight-line rents | (5,881 | ) | (5,980 | ) | (23,933 | ) | (27,560 | ) | |||||||
FAD capital expenditures(10) | (44,272 | ) | (27,231 | ) | (124,176 | ) | (93,407 | ) | |||||||
Lease restructure payments | 305 | 2,124 | 1,470 | 16,604 | |||||||||||
CCRC entrance fees(11) | 6,949 | 4,763 | 21,385 | 21,287 | |||||||||||
Deferred income taxes(12) | (4,967 | ) | (4,714 | ) | (15,490 | ) | (13,692 | ) | |||||||
Other FAD adjustments | (1,747 | ) | (1,014 | ) | (2,017 | ) | (5,521 | ) | |||||||
FAD applicable to common shares | $ | 182,603 | $ | 251,251 | $ | 803,720 | $ | 1,215,696 | |||||||
Distributions on dilutive convertible units | — | 2,466 | — | 13,088 | |||||||||||
Diluted FAD applicable to common shares | $ | 182,603 | $ | 253,717 | $ | 803,720 | $ | 1,228,784 | |||||||
______________________________________
(1) | For the year ended December 31, 2017, represents income tax benefit associated with the disposition of real estate assets in our RIDEA II transaction. For the year ended December 31, 2016, represents income tax expense associated with the state built-in gain tax payable upon the disposition of specific real estate assets, of which $49 million relates to the HCRMC real estate portfolio. |
(2) | For the three months and year ended December 31, 2017, includes $55 million of net non-cash charges related to the right to terminate certain triple-net leases and management agreements in conjunction with the November 2017 Brookdale transaction. For the three months and year ended December 31, 2016, primarily relates to the Spin-Off. |
(3) | For the three months ended December 31, 2017, represents to the impairment on our Tandem Health Care mezzanine loan ("Tandem Mezzanine Loan"). For the year ended December 31, 2017, relates to $144 million of impairments on our Tandem Mezzanine Loan throughout 2017, net of a $51 million impairment recovery upon the sale of our Four Seasons Notes in the first quarter of 2017. |
(4) | For the year ended December 31, 2017, primarily relates to the departure of our former Executive Vice President and Chief Accounting Officer. For the year ended December 31, 2016, primarily relates to the departure of our former President and Chief Executive Officer. |
(5) | For the year ended December 31, 2017, represents the premium associated with the prepayment of $500 million of senior unsecured notes. For the three months and year ended December 31, 2016, represents penalties of $46 million from the prepayment of $1.1 billion of senior unsecured notes and $108 million of mortgage debt using proceeds from the Spin-Off. |
(6) | For the three months ended December 31, 2017, primarily relates to a legal settlement. For the year ended December 31, 2017, relates to costs from securities class action litigation and a legal settlement. For the three months and year ended December 31, 2016, primarily relates to costs from securities class action litigation. See Note 3 in the Consolidated Financial Statements for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC for additional information. |
(7) | Represents the remeasurement of deferred tax assets and liabilities as a result of the Tax Cuts and Jobs Act that was signed into legislation on December 22, 2017. |
(8) | Represents FFO as adjusted excluding FFO as adjusted from QCP and interest expense related to debt repaid using proceeds from the Spin-Off, assuming these transactions occurred at the beginning of the earliest period presented. Comparable FFO as adjusted allows management to evaluate the performance of our remaining real estate portfolio following the completion of the Spin-Off. |
(9) | Excludes $0.7 million related to the acceleration of deferred compensation for restricted stock units that vested upon the departure of our former Executive Vice President and Chief Accounting Officer, which is included in the severance and related charges for the year ended December 31, 2017. Excludes $7 million related to the acceleration of deferred compensation for restricted stock units that vested upon the departure of our former President and Chief Executive Officer, which is included in severance and related charges for the year ended December 31, 2016. |
(10) | Includes our share of recurring capital expenditures, leasing costs, and tenant and capital improvements from unconsolidated joint ventures. |
(11) | Represents our 49% share of non-refundable entrance fees as the fees are collected by our CCRC JV, net of reserves and CCRC JV entrance fee amortization. |
(12) | Excludes $17 million of deferred tax expenses, which is included in tax rate legislation impact for the three months and year ended December 31, 2017. Additionally, the year ended December 31, 2017, excludes $1 million of deferred tax benefit from the casualty-related charges, which is included in casualty-related charges (recoveries), net. |
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Reconciliations |
Dollars in thousands |
HCP's Share of Unconsolidated Joint Venture FFO, FFO as Adjusted and FAD |
For the three months ended December 31, 2017
SHOP | |||||||||||||||||||||||||||||
Total | CCRC JV | RIDEA II JV | Remaining SHOP JVs | Life Science | Medical Office | Other | |||||||||||||||||||||||
HCP's Share of Unconsolidated JVs: | |||||||||||||||||||||||||||||
Equity income (loss) from unconsolidated joint ventures (net income) | $ | 6,330 | $ | (2,600 | ) | $ | 6,752 | $ | 3 | $ | 752 | $ | (263 | ) | $ | 1,686 | |||||||||||||
Real estate related depreciation and amortization | 12,347 | 11,126 | (1,206 | ) | 916 | 810 | 633 | 68 | |||||||||||||||||||||
Loss (gain) on sales of real estate, net | (1,430 | ) | — | — | — | — | — | (1,430 | ) | ||||||||||||||||||||
FFO | $ | 17,247 | $ | 8,526 | $ | 5,546 | $ | 919 | $ | 1,562 | $ | 370 | $ | 324 | |||||||||||||||
Casualty-related charges (recoveries), net | 119 | 103 | 3 | 13 | — | — | — | ||||||||||||||||||||||
FFO as adjusted | $ | 17,366 | $ | 8,629 | $ | 5,549 | $ | 932 | $ | 1,562 | $ | 370 | $ | 324 | |||||||||||||||
FAD adjustments | 2,657 | 5,073 | (1,322 | ) | (64 | ) | (716 | ) | (316 | ) | 2 | ||||||||||||||||||
FAD | $ | 20,023 | $ | 13,702 | $ | 4,227 | $ | 868 | $ | 846 | $ | 54 | $ | 326 | |||||||||||||||
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Reconciliations |
In thousands, except per share data |
Projected Future Operations(1) | ||||
Full Year 2018 | |||||||
Low | High | ||||||
Diluted earnings per common share | $ | 0.79 | $ | 0.85 | |||
Real estate related depreciation and amortization | 1.05 | 1.05 | |||||
Real estate related depreciation and amortization on joint ventures | 0.11 | 0.11 | |||||
Other depreciation and amortization | 0.01 | 0.01 | |||||
Gain on sales of real estate, net | (0.23 | ) | (0.23 | ) | |||
Diluted FFO per common share | $ | 1.73 | $ | 1.79 | |||
Transaction-related items | 0.02 | 0.02 | |||||
Severance and related charges(2) | 0.02 | 0.02 | |||||
Diluted FFO as adjusted per common share | $ | 1.77 | $ | 1.83 | |||
______________________________________
(1) | The foregoing projections reflect management’s view as of February 13, 2018 of current and future market conditions, including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in the Company’s earnings press release for the quarter ended December 31, 2017 that was issued on February 13, 2018. Additionally, these projections do not reflect the impact of unannounced future transactions, except as described herein, other impairments or recoveries, the future bankruptcy or insolvency of the Company’s operators, lessees, borrowers or other obligors, the effect of any future restructuring of its contractual relationships with such entities, gains or losses on marketable securities, ineffectiveness related to our cash flow hedges, or larger than expected litigation settlements and related expenses related to existing or future litigation matters. The Company’s actual results may differ materially from the projections set forth above. The aforementioned ranges represent management’s best estimates based upon the underlying assumptions as of February 13, 2018. 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. |
(2) | Related to the previously announced departure of our Executive Chairman, effective March 1, 2018. |
HCP's Share of Unconsolidated Joint Venture FFO and Total Cash NOI |
Full Year 2018 | ||||||||
Low | High | |||||||
HCP’s share of unconsolidated JVs: | ||||||||
Equity income (loss) from unconsolidated joint ventures (net income) | $ | (4,000 | ) | $ | 2,000 | |||
Real estate related depreciation and amortization | 59,000 | 61,000 | ||||||
FFO | $ | 55,000 | $ | 63,000 | ||||
Adjustments to FFO(1) | 7,000 | 7,000 | ||||||
Total NOI | $ | 62,000 | $ | 70,000 | ||||
Non-cash adjustments to NOI(2) | 14,000 | 14,000 | ||||||
Total Cash NOI | $ | 76,000 | $ | 84,000 | ||||
______________________________________
(1) | Includes interest expense and general and administrative expense. |
(2) | Includes our 49% share of non-refundable entrance fees as the fees are collected by our CCRC JV, net of reserves and CCRC JV entrance fee amortization. |
![]() | 10 |
Reconciliations |
In millions |
Projected SPP Cash NOI(1) (2) |
For the projected full year 2018 (low)
Senior Housing Triple-Net | SHOP | Life Science | Medical Office | Other | Total | ||||||||||||||||||
Cash NOI | $ | 268 | $ | 146 | $ | 292 | $ | 307 | $ | 85 | $ | 1,098 | |||||||||||
Interest income | — | — | — | — | 9 | 9 | |||||||||||||||||
Cash NOI plus interest income | 268 | 146 | 292 | 307 | 94 | 1,106 | |||||||||||||||||
Interest income | — | — | — | — | (9 | ) | (9 | ) | |||||||||||||||
Non-cash adjustments to cash NOI(3) | (3 | ) | 3 | 8 | 3 | 3 | 15 | ||||||||||||||||
NOI | 266 | 148 | 300 | 311 | 89 | 1,113 | |||||||||||||||||
Non-SPP NOI | (26 | ) | (44 | ) | (65 | ) | (42 | ) | (8 | ) | (184 | ) | |||||||||||
SPP NOI | 240 | 105 | 235 | 269 | 81 | 928 | |||||||||||||||||
Adjustments to SPP NOI(3) | 4 | (1 | ) | 3 | — | (3 | ) | 4 | |||||||||||||||
SPP Cash NOI | $ | 244 | $ | 104 | $ | 238 | $ | 268 | $ | 78 | 932 | ||||||||||||
Addback adjustments(4) | 181 | ||||||||||||||||||||||
Other income and expenses(5) | 127 | ||||||||||||||||||||||
Costs and expenses(6) | (857 | ) | |||||||||||||||||||||
Net Income | $ | 383 | |||||||||||||||||||||
For the projected full year 2018 (high)
Senior Housing Triple-Net | SHOP | Life Science | Medical Office | Other | Total | ||||||||||||||||||
Cash NOI | $ | 271 | $ | 152 | $ | 294 | $ | 310 | $ | 86 | $ | 1,115 | |||||||||||
Interest income | — | — | — | — | 11 | 11 | |||||||||||||||||
Cash NOI plus interest income | 271 | 152 | 294 | 310 | 97 | 1,126 | |||||||||||||||||
Interest income | — | — | — | — | (11 | ) | (11 | ) | |||||||||||||||
Non-cash adjustments to cash NOI(3) | (3 | ) | 2 | 9 | 4 | 3 | 15 | ||||||||||||||||
NOI | 269 | 154 | 303 | 314 | 90 | 1,130 | |||||||||||||||||
Non-SPP NOI | (27 | ) | (45 | ) | (66 | ) | (42 | ) | (8 | ) | (188 | ) | |||||||||||
SPP NOI | 242 | 108 | 237 | 272 | 81 | 942 | |||||||||||||||||
Adjustments to SPP NOI(3) | 4 | — | 3 | (1 | ) | (3 | ) | 4 | |||||||||||||||
SPP Cash NOI | $ | 246 | $ | 108 | $ | 241 | $ | 271 | $ | 79 | 946 | ||||||||||||
Addback adjustments(4) | 184 | ||||||||||||||||||||||
Other income and expenses(5) | 134 | ||||||||||||||||||||||
Costs and expenses(6) | (852 | ) | |||||||||||||||||||||
Net Income | $ | 412 | |||||||||||||||||||||
![]() | 11 |
Reconciliations |
In millions |
For the year ended December 31, 2017
Senior Housing Triple-Net | SHOP | Life Science | Medical Office | Other | Total | ||||||||||||||||||
Cash NOI | $ | 327 | $ | 162 | $ | 276 | $ | 291 | $ | 108 | $ | 1,164 | |||||||||||
Interest income | — | — | — | — | 56 | 56 | |||||||||||||||||
Cash NOI plus interest income | 327 | 162 | 276 | 291 | 164 | 1,220 | |||||||||||||||||
Interest income | — | — | — | — | (56 | ) | (56 | ) | |||||||||||||||
Non-cash adjustments to cash NOI(3) | (17 | ) | (33 | ) | 5 | 3 | 4 | (38 | ) | ||||||||||||||
NOI | 310 | 129 | 281 | 294 | 112 | 1,126 | |||||||||||||||||
Non-SPP NOI | (73 | ) | (38 | ) | (45 | ) | (29 | ) | (33 | ) | (218 | ) | |||||||||||
SPP NOI | 237 | 91 | 236 | 265 | 79 | 908 | |||||||||||||||||
Adjustments to SPP NOI(3) | 5 | 17 | 2 | (1 | ) | (1 | ) | 22 | |||||||||||||||
SPP Cash NOI | $ | 242 | $ | 108 | $ | 238 | $ | 264 | $ | 78 | 930 | ||||||||||||
Addback adjustments(4) | 196 | ||||||||||||||||||||||
Other income and expenses(5) | 456 | ||||||||||||||||||||||
Costs and expenses(6) | (993 | ) | |||||||||||||||||||||
Other impairments (recoveries), net | (166 | ) | |||||||||||||||||||||
Net Income | $ | 423 | |||||||||||||||||||||
Projected SPP Cash NOI change for the full year 2018
Senior Housing Triple-Net | SHOP | Life Science | Medical Office | Other | Total | ||||||
Low | 0.50% | (4.00)% | 0.25% | 1.75% | 0.50% | 0.25% | |||||
High | 1.50% | 0.00% | 1.25% | 2.75% | 1.50% | 1.75% | |||||
______________________________________
(1) | The foregoing projections reflect management’s view as of February 13, 2018 of current and future market conditions, including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in the Company’s earnings press release for the quarter ended December 31, 2017 that was issued on February 13, 2018. Additionally, these projections do not reflect the impact of unannounced future transactions, except as described herein, other impairments or recoveries, the future bankruptcy or insolvency of the Company’s operators, lessees, borrowers or other obligors, the effect of any future restructuring of its contractual relationships with such entities, gains or losses on marketable securities, ineffectiveness related to our cash flow hedges, or larger than expected litigation settlements and related expenses related to existing or future litigation matters. The Company’s actual results may differ materially from the projections set forth above. The aforementioned ranges represent management’s best estimates based upon the underlying assumptions as of February 13, 2018. 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. |
(2) | Does not foot due to rounding and adjustments made to Total SPP to the high and low ranges reported by segment. |
(3) | Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, the deferral of community fees, net of amortization, management contract termination expense and lease termination fees. |
(4) | Represents non-SPP NOI and adjustments to SPP NOI. |
(5) | Represents interest income, gain on sales of real estate, net, other income (expense), net, income taxes and equity income (loss) from unconsolidated joint ventures. |
(6) | Represents interest expense, depreciation and amortization, general and administrative expenses, transaction costs, and loss on debt extinguishments. |
![]() | 12 |
Reconciliations |
Dollars in thousands |
Total Gross Assets and Investment |
December 31, 2017 | ||||||||||||||||||||||||||||
Senior Housing Triple-net | SHOP | Life Science | Medical Office | Other | Corporate Non-segment | Total | ||||||||||||||||||||||
Consolidated total assets | $ | 3,087,282 | $ | 2,880,182 | $ | 3,829,334 | $ | 3,140,035 | $ | 1,166,763 | $ | (15,135 | ) | $ | 14,088,461 | |||||||||||||
Investments in and advances to unconsolidated JVs | — | (721,262 | ) | (65,581 | ) | (12,714 | ) | (1,283 | ) | — | (800,840 | ) | ||||||||||||||||
Accumulated depreciation and amortization | 721,289 | 472,362 | 832,785 | 1,009,362 | 207,493 | 147 | 3,243,438 | |||||||||||||||||||||
Consolidated Gross Assets | $ | 3,808,571 | $ | 2,631,282 | $ | 4,596,538 | $ | 4,136,683 | $ | 1,372,973 | $ | (14,988 | ) | $ | 16,531,059 | |||||||||||||
HCP's share of unconsolidated JV gross assets | — | 1,419,432 | 74,935 | 19,063 | 8,466 | — | 1,521,896 | |||||||||||||||||||||
Total Gross Assets | $ | 3,808,571 | $ | 4,050,714 | — | $ | 4,671,473 | $ | 4,155,746 | $ | 1,381,439 | $ | (14,988 | ) | $ | 18,052,955 | ||||||||||||
Land held for development | — | — | (183,561 | ) | (946 | ) | (3,642 | ) | — | (188,149 | ) | |||||||||||||||||
Fully depreciated real estate and intangibles | 63,292 | 24,640 | 254,279 | 326,615 | 9,638 | — | 678,464 | |||||||||||||||||||||
Non-real estate related assets(1) | (257,551 | ) | (258,580 | ) | (165,814 | ) | (160,889 | ) | (68,733 | ) | 14,988 | (896,579 | ) | |||||||||||||||
Real estate intangible liabilities | (45,227 | ) | (1,003 | ) | (108,789 | ) | (66,863 | ) | (25,513 | ) | — | (247,395 | ) | |||||||||||||||
Investment | $ | 3,569,085 | $ | 3,815,771 | $ | 4,467,588 | $ | 4,253,663 | $ | 1,293,189 | $ | — | $ | 17,399,296 | ||||||||||||||
Investment by Type: | ||||||||||||||||||||||||||||
Wholly-owned | 3,569,085 | 2,609,194 | 4,379,617 | 4,236,644 | 1,285,528 | — | 16,080,068 | |||||||||||||||||||||
HCP's share of unconsolidated JVs | — | 1,206,577 | 87,971 | 17,019 | 7,661 | — | 1,319,228 | |||||||||||||||||||||
Investment | $ | 3,569,085 | $ | 3,815,771 | $ | 4,467,588 | $ | 4,253,663 | $ | 1,293,189 | $ | — | $ | 17,399,296 | ||||||||||||||
______________________________________
(1) | Includes straight-line rent receivables, net of reserves; lease commissions, net of amortization; cash and restricted cash; the value attributable to refundable entrance fee liabilities for the Company’s CCRC JV and other assets. |
![]() | 13 |
Reconciliations |
Dollars in thousands |
Total Rental and Operating Revenue |
Three Months Ended | |||||||||||||||||||
December 31, 2016 | March 31, 2017 | June 30, 2017 | September 30, 2017 | December 31, 2017 | |||||||||||||||
Senior housing triple-net | $ | 103,129 | $ | 100,034 | $ | 78,079 | $ | 77,220 | $ | 58,214 | |||||||||
SHOP | 186,118 | 140,228 | 125,416 | 126,040 | 133,789 | ||||||||||||||
Life science | 88,543 | 85,321 | 86,730 | 90,174 | 96,592 | ||||||||||||||
Medical office | 114,398 | 118,371 | 119,164 | 119,847 | 120,077 | ||||||||||||||
Other | 30,252 | 29,883 | 28,670 | 28,968 | 29,324 | ||||||||||||||
Consolidated rental and operating revenue | $ | 522,440 | $ | 473,837 | $ | 438,059 | $ | 442,249 | $ | 437,996 | |||||||||
SHOP | 52,167 | 76,364 | 81,368 | 81,936 | 83,673 | ||||||||||||||
Life science | 1,971 | 1,940 | 2,004 | 2,031 | 2,013 | ||||||||||||||
Medical office | 492 | 489 | 496 | 496 | 692 | ||||||||||||||
Other | 394 | 418 | 417 | 421 | 428 | ||||||||||||||
HCP’s share of unconsolidated JVs rental and operating revenue | $ | 55,024 | $ | 79,211 | $ | 84,285 | $ | 84,884 | $ | 86,806 | |||||||||
Senior housing triple-net | 103,129 | 100,034 | 78,079 | 77,220 | 58,214 | ||||||||||||||
SHOP | 238,285 | 216,592 | 206,784 | 207,976 | 217,462 | ||||||||||||||
Life science | 90,514 | 87,261 | 88,734 | 92,205 | 98,605 | ||||||||||||||
Medical office | 114,890 | 118,860 | 119,660 | 120,343 | 120,769 | ||||||||||||||
Other | 30,646 | 30,301 | 29,087 | 29,389 | 29,752 | ||||||||||||||
Total rental and operating revenue | $ | 577,464 | $ | 553,048 | $ | 522,344 | $ | 527,133 | $ | 524,802 | |||||||||
Senior housing triple-net | 905 | (1,833 | ) | (419 | ) | (613 | ) | 19,930 | |||||||||||
SHOP | 4,798 | 3,607 | 4,812 | 5,218 | 5,496 | ||||||||||||||
Life science | (1,489 | ) | (277 | ) | (110 | ) | (770 | ) | (3,272 | ) | |||||||||
Medical office | (1,824 | ) | (1,653 | ) | (1,484 | ) | (1,297 | ) | (1,368 | ) | |||||||||
Other | (1,095 | ) | (1,012 | ) | (864 | ) | (1,283 | ) | (1,284 | ) | |||||||||
Non-cash adjustments to total rental and operating revenues | $ | 1,295 | $ | (1,168 | ) | $ | 1,935 | $ | 1,255 | $ | 19,502 | ||||||||
Senior housing triple-net | 104,034 | 98,201 | 77,660 | 76,607 | 78,144 | ||||||||||||||
SHOP | 243,083 | 220,199 | 211,596 | 213,194 | 222,958 | ||||||||||||||
Life science | 89,025 | 86,984 | 88,624 | 91,435 | 95,333 | ||||||||||||||
Medical office | 113,066 | 117,207 | 118,176 | 119,046 | 119,401 | ||||||||||||||
Other | 29,551 | 29,289 | 28,223 | 28,106 | 28,468 | ||||||||||||||
Total cash rental and operating revenues | $ | 578,759 | $ | 551,880 | $ | 524,279 | $ | 528,388 | $ | 544,304 | |||||||||
Senior housing triple-net | (30,147 | ) | (27,198 | ) | (4,244 | ) | (3,698 | ) | (1,984 | ) | |||||||||
SHOP | (96,239 | ) | (70,924 | ) | (63,723 | ) | (65,995 | ) | (74,458 | ) | |||||||||
Life science | (13,463 | ) | (9,927 | ) | (9,293 | ) | (11,223 | ) | (15,472 | ) | |||||||||
Medical office | (13,575 | ) | (16,902 | ) | (16,466 | ) | (16,527 | ) | (17,628 | ) | |||||||||
Other | (1,565 | ) | (695 | ) | 181 | 16 | (87 | ) | |||||||||||
Non-SPP total cash rental and operating revenues | $ | (154,989 | ) | $ | (125,646 | ) | $ | (93,545 | ) | $ | (97,427 | ) | $ | (109,629 | ) | ||||
Senior housing triple-net | 73,887 | 71,003 | 73,416 | 72,909 | 76,160 | ||||||||||||||
SHOP | 146,844 | 149,275 | 147,873 | 147,199 | 148,500 | ||||||||||||||
Life science | 75,562 | 77,057 | 79,331 | 80,212 | 79,861 | ||||||||||||||
Medical office | 99,491 | 100,305 | 101,710 | 102,519 | 101,773 | ||||||||||||||
Other | 27,986 | 28,594 | 28,404 | 28,122 | 28,381 | ||||||||||||||
Total cash rental and operating revenues - SPP | $ | 423,770 | $ | 426,234 | $ | 430,734 | $ | 430,961 | $ | 434,675 | |||||||||
![]() | 14 |
Reconciliations |
Dollars in thousands |
Total Operating Expenses |
Three Months Ended | ||||||||||||||||||||
December 31, 2016 | March 31, 2017 | June 30, 2017 | September 30, 2017 | December 31, 2017 | ||||||||||||||||
Senior housing triple-net | $ | 1,197 | $ | 1,111 | $ | 882 | $ | 934 | $ | 892 | ||||||||||
SHOP | 129,921 | 94,539 | 85,866 | 86,821 | 129,265 | |||||||||||||||
Life science | 19,287 | 17,319 | 18,744 | 19,960 | 21,977 | |||||||||||||||
Medical office | 43,972 | 44,864 | 46,581 | 46,486 | 45,266 | |||||||||||||||
Other | 1,271 | 1,248 | 1,090 | 1,137 | 1,269 | |||||||||||||||
Consolidated operating expenses | $ | 195,648 | $ | 159,081 | $ | 153,163 | $ | 155,338 | $ | 198,669 | ||||||||||
SHOP | 41,547 | 59,527 | 65,487 | 65,035 | 66,761 | |||||||||||||||
Life science | 429 | 371 | 429 | 433 | 390 | |||||||||||||||
Medical office | 143 | 142 | 146 | 143 | 306 | |||||||||||||||
Other | 18 | 19 | 19 | 20 | 18 | |||||||||||||||
HCP’s share of unconsolidated JVs operating expenses | $ | 42,137 | $ | 60,059 | $ | 66,081 | $ | 65,631 | $ | 67,475 | ||||||||||
Senior housing triple-net | 1,197 | 1,111 | 882 | 934 | 892 | |||||||||||||||
SHOP | 171,468 | 154,066 | 151,353 | 151,856 | 196,026 | |||||||||||||||
Life science | 19,716 | 17,690 | 19,173 | 20,393 | 22,367 | |||||||||||||||
Medical office | 44,115 | 45,006 | 46,727 | 46,629 | 45,572 | |||||||||||||||
Other | 1,289 | 1,267 | 1,109 | 1,157 | 1,287 | |||||||||||||||
Total operating expenses | $ | 237,785 | $ | 219,140 | $ | 219,244 | $ | 220,969 | $ | 266,144 | ||||||||||
Senior housing triple-net | 7 | 6 | (13 | ) | (13 | ) | (13 | ) | ||||||||||||
SHOP | — | 453 | 289 | 667 | (34,323 | ) | ||||||||||||||
Life science | (31 | ) | (21 | ) | (19 | ) | (19 | ) | (19 | ) | ||||||||||
Medical office | (629 | ) | (684 | ) | (715 | ) | (715 | ) | (759 | ) | ||||||||||
Non-cash adjustments to total operating expenses | $ | (653 | ) | $ | (246 | ) | $ | (458 | ) | $ | (80 | ) | $ | (35,114 | ) | |||||
Senior housing triple-net | 1,204 | 1,117 | 869 | 921 | 879 | |||||||||||||||
SHOP | 171,468 | 154,519 | 151,642 | 152,523 | 161,703 | |||||||||||||||
Life science | 19,685 | 17,669 | 19,154 | 20,374 | 22,348 | |||||||||||||||
Medical office | 43,486 | 44,322 | 46,012 | 45,914 | 44,813 | |||||||||||||||
Other | 1,289 | 1,267 | 1,109 | 1,157 | 1,287 | |||||||||||||||
Total cash operating expenses | $ | 237,132 | $ | 218,894 | $ | 218,786 | $ | 220,889 | $ | 231,030 | ||||||||||
Senior housing triple-net | (1,415 | ) | (1,002 | ) | (755 | ) | (764 | ) | (761 | ) | ||||||||||
SHOP | (67,356 | ) | (48,639 | ) | (43,853 | ) | (45,447 | ) | (52,396 | ) | ||||||||||
Life science | (3,613 | ) | (2,710 | ) | (2,631 | ) | (3,093 | ) | (5,023 | ) | ||||||||||
Medical office | (7,370 | ) | (7,679 | ) | (8,005 | ) | (7,552 | ) | (7,770 | ) | ||||||||||
Other | (52 | ) | (48 | ) | (48 | ) | (48 | ) | (48 | ) | ||||||||||
Non-SPP total operating expenses | $ | (79,806 | ) | $ | (60,078 | ) | $ | (55,292 | ) | $ | (56,904 | ) | $ | (65,998 | ) | |||||
Senior housing triple-net | (211 | ) | 115 | 114 | 157 | 118 | ||||||||||||||
SHOP | 104,112 | 105,880 | 107,789 | 107,076 | 109,307 | |||||||||||||||
Life science | 16,072 | 14,959 | 16,523 | 17,281 | 17,325 | |||||||||||||||
Medical office | 36,116 | 36,643 | 38,007 | 38,362 | 37,043 | |||||||||||||||
Other | 1,237 | 1,219 | 1,061 | 1,109 | 1,239 | |||||||||||||||
Total cash operating expenses - SPP | $ | 157,326 | $ | 158,816 | $ | 163,494 | $ | 163,985 | $ | 165,032 | ||||||||||
![]() | 15 |
Reconciliations |
Dollars in thousands |
EBITDA and Adjusted EBITDA |
Three Months Ended December 31, 2017 | Year Ended December 31, 2017 | ||||||
Net income | $ | (57,924 | ) | $ | 422,634 | ||
Interest expense | 71,882 | 307,716 | |||||
Income tax expense (benefit) | 13,297 | (1,333 | ) | ||||
Depreciation and amortization | 136,833 | 534,726 | |||||
HCP’s share of unconsolidated JVs: | |||||||
Interest expense | 1,783 | 6,763 | |||||
Income tax expense (benefit) | 39 | 172 | |||||
Depreciation and amortization | 12,347 | 60,058 | |||||
Other JV adjustments | (74 | ) | (522 | ) | |||
EBITDA | $ | 178,183 | $ | 1,330,214 | |||
Loss (gain) on sales of real estate, net | (33,789 | ) | (356,641 | ) | |||
HCP’s share of gain on sale of real estate from unconsolidated JVs | (1,430 | ) | (1,430 | ) | |||
Impairments (recoveries) of real estate, net | — | 22,590 | |||||
Transaction-related items | 60,100 | 62,576 | |||||
Other impairments (recoveries), net | 84,374 | 92,900 | |||||
Severance and related charges | 1,111 | 5,000 | |||||
Loss on debt extinguishments | — | 54,227 | |||||
Litigation costs | 8,130 | 15,637 | |||||
Casualty-related charges (recoveries), net(1) | 1,860 | 12,833 | |||||
Foreign currency remeasurement losses (gains) | (58 | ) | (1,043 | ) | |||
Adjusted EBITDA | $ | 298,481 | $ | 1,236,863 | |||
______________________________________
(1) | Represents property damage and associated costs, inclusive of the Company’s share from its unconsolidated JVs, offset by insurance receivable. |
Adjusted Fixed Charges |
Three Months Ended December 31, 2017 | Year Ended December 31, 2017 | ||||||
Interest expense | 71,882 | 307,716 | |||||
HCP’s share of unconsolidated JV interest expense | 1,783 | 6,763 | |||||
Capitalized interest | 4,330 | 16,937 | |||||
Fixed charges | $ | 77,995 | $ | 331,416 | |||
Adjusted fixed charge coverage | 3.8x | 3.7x | |||||
![]() | 16 |
Reconciliations |
Dollars in thousands |
Total Debt and Net Debt |
December 31, 2017 | |||
Bank line of credit(1) | $ | 1,017,076 | |
Term loan(2) | 228,288 | ||
Senior unsecured notes | 6,396,451 | ||
Mortgage debt | 144,486 | ||
Other debt | 94,165 | ||
Consolidated debt | $ | 7,880,466 | |
HCP's share of unconsolidated JV mortgage debt | 171,064 | ||
HCP's share of unconsolidated JV other debt | 180,011 | ||
Total Debt | $ | 8,231,541 | |
Cash and cash equivalents | (55,306 | ) | |
HCP's share of unconsolidated JV cash and cash equivalents | (33,553 | ) | |
Net Debt | $ | 8,142,682 | |
______________________________________
(1) | Includes £105 million translated into U.S. dollars (“USD”). |
(2) | Represents £169 million translated into USD. |
Financial Leverage |
December 31, 2017 | |||
Total Debt | $ | 8,231,541 | |
Total Gross Assets | 18,052,955 | ||
Financial Leverage | 45.6 | % | |
Secured Debt Ratio |
December 31, 2017 | |||
Mortgage debt | $ | 144,486 | |
HCP's share of unconsolidated JV mortgage debt | 171,064 | ||
Secured debt | 315,550 | ||
Total Gross Assets | 18,052,955 | ||
Secured Debt Ratio | 1.7 | % | |
Net Debt to Adjusted EBITDA |
Three Months Ended December 31, 2017 | Year Ended December 31, 2017 | ||||||
Net Debt | $ | 8,142,682 | $ | 8,142,682 | |||
Adjusted EBITDA | 1,193,924 | (1) | 1,236,863 | ||||
Net Debt to Adjusted EBITDA | 6.8x | 6.6x | |||||
______________________________________
(1) | Represents the current quarter Adjusted EBITDA multiplied by a factor of four. |
![]() | 17 |
Reconciliations |
Dollars in thousands |
Segment Cash NOI plus Interest Income and Same Property Performance |
Total Consolidated
Three Months Ended | |||||||||||||||||||
December 31, 2016 | March 31, 2017 | June 30, 2017 | September 30, 2017 | December 31, 2017 | |||||||||||||||
Net Income (loss) | $ | 61,300 | $ | 464,177 | $ | 22,101 | $ | (5,720 | ) | $ | (57,924 | ) | |||||||
Interest income | (17,510 | ) | (18,331 | ) | (20,869 | ) | (11,774 | ) | (5,263 | ) | |||||||||
Interest expense | 103,148 | 86,718 | 77,788 | 71,328 | 71,882 | ||||||||||||||
Depreciation and amortization | 146,927 | 136,554 | 130,751 | 130,588 | 136,833 | ||||||||||||||
General and administrative | 20,600 | 22,478 | 21,286 | 23,523 | 21,485 | ||||||||||||||
Transaction costs | 3,760 | 1,057 | 867 | 580 | 5,459 | ||||||||||||||
Loss (gain) on sales of real estate, net | (45,093 | ) | (317,258 | ) | (412 | ) | (5,182 | ) | (33,789 | ) | |||||||||
Impairments (recoveries), net | — | — | 56,682 | 25,328 | 84,374 | ||||||||||||||
Other expense (income), net | 1,410 | (51,208 | ) | (71 | ) | 10,556 | 9,303 | ||||||||||||
Loss on debt extinguishments | 46,020 | — | — | 54,227 | — | ||||||||||||||
Income tax expense (benefit) | 3,372 | (6,162 | ) | (2,987 | ) | (5,481 | ) | 13,297 | |||||||||||
Equity loss (income) from unconsolidated JVs | (15,388 | ) | (3,269 | ) | (240 | ) | (1,062 | ) | (6,330 | ) | |||||||||
Discontinued operations | 18,246 | — | — | — | — | ||||||||||||||
HCP's share of unconsolidated JVs: | |||||||||||||||||||
Revenues | 55,024 | 79,211 | 84,285 | 84,884 | 86,806 | ||||||||||||||
Operating expenses | (42,137 | ) | (60,059 | ) | (66,081 | ) | (65,631 | ) | (67,475 | ) | |||||||||
Total NOI | $ | 339,679 | $ | 333,908 | $ | 303,100 | $ | 306,164 | $ | 258,658 | |||||||||
Adjustment to Total NOI | 1,948 | (922 | ) | 2,393 | 1,335 | 54,616 | |||||||||||||
Total Cash NOI | $ | 341,627 | $ | 332,986 | $ | 305,493 | $ | 307,499 | $ | 313,274 | |||||||||
Interest income | 17,510 | 18,331 | 20,869 | 11,774 | 5,263 | ||||||||||||||
Total Cash NOI plus interest income | $ | 359,137 | $ | 351,317 | $ | 326,362 | $ | 319,273 | $ | 318,537 | |||||||||
Interest income | (17,510 | ) | (18,331 | ) | (20,869 | ) | (11,774 | ) | (5,263 | ) | |||||||||
Adjustment to Total NOI | (1,948 | ) | 922 | (2,393 | ) | (1,335 | ) | (54,616 | ) | ||||||||||
FX adjustment - GAAP SPP | 524 | 537 | 293 | 112 | — | ||||||||||||||
Total Non-SPP NOI | (73,849 | ) | (66,954 | ) | (38,452 | ) | (41,066 | ) | (54,613 | ) | |||||||||
Total SPP NOI | $ | 266,354 | $ | 267,491 | $ | 264,941 | $ | 265,210 | $ | 204,045 | |||||||||
Adjustment to Total SPP NOI | (383 | ) | (557 | ) | 2,033 | 1,663 | 65,598 | ||||||||||||
FX adjustment - Cash SPP | 473 | 484 | 266 | 103 | — | ||||||||||||||
Total SPP Cash NOI | $ | 266,444 | $ | 267,418 | $ | 267,240 | $ | 266,976 | $ | 269,643 | |||||||||
Senior Housing Triple-Net
Three Months Ended | |||||||||||||||||||
December 31, 2016 | March 31, 2017 | June 30, 2017 | September 30, 2017 | December 31, 2017 | |||||||||||||||
Net Income (loss) | $ | 91,688 | $ | 340,349 | $ | 50,817 | $ | 50,093 | $ | 37,299 | |||||||||
Interest expense | 640 | 627 | 631 | 640 | 620 | ||||||||||||||
Depreciation and amortization | 34,408 | 26,411 | 25,519 | 25,547 | 26,343 | ||||||||||||||
Loss (gain) on sales of real estate, net | (24,804 | ) | (268,464 | ) | 230 | 6 | (6,940 | ) | |||||||||||
Total NOI | $ | 101,932 | $ | 98,923 | $ | 77,197 | $ | 76,286 | $ | 57,322 | |||||||||
Adjustment to Total NOI | 898 | (1,839 | ) | (406 | ) | (600 | ) | 19,943 | |||||||||||
Total Cash NOI | $ | 102,830 | $ | 97,084 | $ | 76,791 | $ | 75,686 | $ | 77,265 | |||||||||
Adjustment to Total NOI | (898 | ) | 1,839 | 406 | 600 | (19,943 | ) | ||||||||||||
Total Non-SPP NOI | (30,150 | ) | (28,829 | ) | (5,798 | ) | (5,172 | ) | (15,705 | ) | |||||||||
Total SPP NOI | $ | 71,782 | $ | 70,094 | $ | 71,399 | $ | 71,114 | $ | 41,617 | |||||||||
Adjustment to Total SPP NOI | 2,316 | 794 | 1,903 | 1,638 | 34,425 | ||||||||||||||
Total SPP Cash NOI | $ | 74,098 | $ | 70,888 | $ | 73,302 | $ | 72,752 | $ | 76,042 | |||||||||
![]() | 18 |
Reconciliations |
Dollars in thousands |
SHOP
Three Months Ended | |||||||||||||||||||
December 31, 2016 | March 31, 2017 | June 30, 2017 | September 30, 2017 | December 31, 2017 | |||||||||||||||
Net Income (loss) | $ | 32,967 | $ | 17,094 | $ | 12,672 | $ | 18,337 | $ | (2,447 | ) | ||||||||
Interest expense | 5,928 | 4,596 | 1,166 | 933 | 970 | ||||||||||||||
Depreciation and amortization | 30,680 | 26,358 | 24,415 | 24,884 | 27,505 | ||||||||||||||
Loss (gain) on sales of real estate, net | (675 | ) | (366 | ) | 232 | (5,180 | ) | (17,354 | ) | ||||||||||
Equity loss (income) from unconsolidated JVs | (12,703 | ) | (1,993 | ) | 1,065 | 245 | (4,150 | ) | |||||||||||
HCP's share of unconsolidated JVs: | |||||||||||||||||||
Revenues | 52,167 | 76,364 | 81,368 | 81,936 | 83,673 | ||||||||||||||
Operating expenses | (41,547 | ) | (59,527 | ) | (65,487 | ) | (65,035 | ) | (66,761 | ) | |||||||||
Total NOI | $ | 66,817 | $ | 62,526 | $ | 55,431 | $ | 56,120 | $ | 21,436 | |||||||||
Adjustment to Total NOI | 4,798 | 3,154 | 4,523 | 4,551 | 39,819 | ||||||||||||||
Total Cash NOI | $ | 71,615 | $ | 65,680 | $ | 59,954 | $ | 60,671 | $ | 61,255 | |||||||||
Adjustment to Total NOI | (4,798 | ) | (3,154 | ) | (4,523 | ) | (4,551 | ) | (39,819 | ) | |||||||||
Total Non-SPP NOI | (23,986 | ) | (18,837 | ) | (15,401 | ) | (16,020 | ) | (15,110 | ) | |||||||||
Total SPP NOI | $ | 42,831 | $ | 43,689 | $ | 40,030 | $ | 40,100 | $ | 6,326 | |||||||||
Adjustment to Total SPP NOI | (99 | ) | (294 | ) | 54 | 23 | 32,867 | ||||||||||||
Total SPP Cash NOI | $ | 42,732 | $ | 43,395 | $ | 40,084 | $ | 40,123 | $ | 39,193 | |||||||||
Life Science
Three Months Ended | |||||||||||||||||||
December 31, 2016 | March 31, 2017 | June 30, 2017 | September 30, 2017 | December 31, 2017 | |||||||||||||||
Net Income (loss) | $ | 55,892 | $ | 79,510 | $ | 38,929 | $ | 40,073 | $ | 51,571 | |||||||||
Interest expense | 453 | 104 | 96 | 87 | 85 | ||||||||||||||
Depreciation and amortization | 33,189 | 33,791 | 31,004 | 30,851 | 33,215 | ||||||||||||||
Loss (gain) on sales of real estate, net | (19,614 | ) | (44,633 | ) | (1,280 | ) | (8 | ) | (9,501 | ) | |||||||||
Equity loss (income) from unconsolidated JVs | (664 | ) | (770 | ) | (763 | ) | (789 | ) | (755 | ) | |||||||||
HCP's share of unconsolidated JVs: | |||||||||||||||||||
Revenues | 1,971 | 1,940 | 2,004 | 2,031 | 2,013 | ||||||||||||||
Operating expenses | (429 | ) | (371 | ) | (429 | ) | (433 | ) | (390 | ) | |||||||||
Total NOI | $ | 70,798 | $ | 69,571 | $ | 69,561 | $ | 71,812 | $ | 76,238 | |||||||||
Adjustment to Total NOI | (1,458 | ) | (256 | ) | (91 | ) | (751 | ) | (3,253 | ) | |||||||||
Total Cash NOI | $ | 69,340 | $ | 69,315 | $ | 69,470 | $ | 71,061 | $ | 72,985 | |||||||||
Adjustment to Total NOI | 1,458 | 256 | 91 | 751 | 3,253 | ||||||||||||||
Total Non-SPP NOI | (10,707 | ) | (7,912 | ) | (7,559 | ) | (9,690 | ) | (12,740 | ) | |||||||||
Total SPP NOI | $ | 60,091 | $ | 61,659 | $ | 62,002 | $ | 62,122 | $ | 63,498 | |||||||||
Adjustment to Total SPP NOI | (601 | ) | 439 | 806 | 809 | (962 | ) | ||||||||||||
Total SPP Cash NOI | $ | 59,490 | $ | 62,098 | $ | 62,808 | $ | 62,931 | $ | 62,536 | |||||||||
![]() | 19 |
Reconciliations |
Dollars in thousands |
Medical Office
Three Months Ended | |||||||||||||||||||
December 31, 2016 | March 31, 2017 | June 30, 2017 | September 30, 2017 | December 31, 2017 | |||||||||||||||
Net Income (loss) | $ | 29,880 | $ | 30,918 | $ | 29,865 | $ | 31,462 | $ | 31,885 | |||||||||
Interest expense | 995 | 129 | 127 | 126 | 124 | ||||||||||||||
Depreciation and amortization | 41,360 | 42,729 | 42,488 | 42,047 | 42,534 | ||||||||||||||
Loss (gain) on sales of real estate, net | — | — | 406 | — | 6 | ||||||||||||||
Equity loss (income) from unconsolidated JVs | (1,809 | ) | (269 | ) | (303 | ) | (274 | ) | 262 | ||||||||||
HCP's share of unconsolidated JVs: | |||||||||||||||||||
Revenues | 492 | 489 | 496 | 496 | 692 | ||||||||||||||
Operating expenses | (143 | ) | (142 | ) | (146 | ) | (143 | ) | (306 | ) | |||||||||
Total NOI | $ | 70,775 | $ | 73,854 | $ | 72,933 | $ | 73,714 | $ | 75,197 | |||||||||
Adjustment to Total NOI | (1,195 | ) | (969 | ) | (769 | ) | (582 | ) | (609 | ) | |||||||||
Total Cash NOI | $ | 69,580 | $ | 72,885 | $ | 72,164 | $ | 73,132 | $ | 74,588 | |||||||||
Adjustment to Total NOI | 1,195 | 969 | 769 | 582 | 609 | ||||||||||||||
Total Non-SPP NOI | (7,018 | ) | (10,245 | ) | (9,659 | ) | (10,147 | ) | (11,019 | ) | |||||||||
Total SPP NOI | $ | 63,757 | $ | 63,609 | $ | 63,274 | $ | 63,567 | $ | 64,178 | |||||||||
Adjustment to Total SPP NOI | (382 | ) | 53 | 429 | 590 | 552 | |||||||||||||
Total SPP Cash NOI | $ | 63,375 | $ | 63,662 | $ | 63,703 | $ | 64,157 | $ | 64,730 | |||||||||
Other
Three Months Ended | |||||||||||||||||||
December 31, 2016 | March 31, 2017 | June 30, 2017 | September 30, 2017 | December 31, 2017 | |||||||||||||||
Net Income (loss) | $ | 37,329 | $ | 41,736 | $ | (16,500 | ) | $ | 6,644 | $ | (57,293 | ) | |||||||
Interest income | (17,510 | ) | (18,331 | ) | (20,869 | ) | (11,774 | ) | (5,263 | ) | |||||||||
Interest expense | 2,084 | 1,997 | 1,181 | 618 | 688 | ||||||||||||||
Depreciation and amortization | 7,290 | 7,265 | 7,325 | 7,259 | 7,236 | ||||||||||||||
Impairments (recoveries), net | — | — | 56,682 | 25,328 | 84,374 | ||||||||||||||
Loss (gain) on sales of real estate, net | — | (3,795 | ) | — | — | — | |||||||||||||
Equity loss (income) from unconsolidated JVs | (212 | ) | (237 | ) | (239 | ) | (244 | ) | (1,687 | ) | |||||||||
HCP's share of unconsolidated JVs: | |||||||||||||||||||
Revenues | 394 | 418 | 417 | 421 | 428 | ||||||||||||||
Operating expenses | (18 | ) | (19 | ) | (19 | ) | (20 | ) | (18 | ) | |||||||||
Total NOI | $ | 29,357 | $ | 29,034 | $ | 27,978 | $ | 28,232 | $ | 28,465 | |||||||||
Adjustment to Total NOI | (1,095 | ) | (1,012 | ) | (864 | ) | (1,283 | ) | (1,284 | ) | |||||||||
Total Cash NOI | $ | 28,262 | $ | 28,022 | $ | 27,114 | $ | 26,949 | $ | 27,181 | |||||||||
Interest income | 17,510 | 18,331 | 20,869 | 11,774 | 5,263 | ||||||||||||||
Total Cash NOI plus interest income | $ | 45,772 | $ | 46,353 | $ | 47,983 | $ | 38,723 | $ | 32,444 | |||||||||
Interest income | (17,510 | ) | (18,331 | ) | (20,869 | ) | (11,774 | ) | (5,263 | ) | |||||||||
Adjustment to Total NOI | 1,095 | 1,012 | 864 | 1,283 | 1,284 | ||||||||||||||
FX adjustment - GAAP SPP | 524 | 537 | 293 | 112 | — | ||||||||||||||
Total Non-SPP NOI | (1,988 | ) | (1,131 | ) | (35 | ) | (37 | ) | (39 | ) | |||||||||
Total SPP NOI | $ | 27,893 | $ | 28,440 | $ | 28,236 | $ | 28,307 | $ | 28,426 | |||||||||
Adjustment to Total SPP NOI | (1,617 | ) | (1,549 | ) | (1,159 | ) | (1,397 | ) | (1,284 | ) | |||||||||
FX adjustment - Cash SPP | 473 | 484 | 266 | 103 | — | ||||||||||||||
Total SPP Cash NOI | $ | 26,749 | $ | 27,375 | $ | 27,343 | $ | 27,013 | $ | 27,142 | |||||||||
![]() | 20 |
Reconciliations |
Dollars in thousands |
Corporate Non-Segment
Three Months Ended | |||||||||||||||||||
December 31, 2016 | March 31, 2017 | June 30, 2017 | September 30, 2017 | December 31, 2017 | |||||||||||||||
Net Income (loss) | $ | (186,456 | ) | $ | (45,430 | ) | $ | (93,682 | ) | $ | (152,329 | ) | $ | (118,939 | ) | ||||
Interest expense | 93,048 | 79,265 | 74,587 | 68,924 | 69,395 | ||||||||||||||
General and administrative | 20,600 | 22,478 | 21,286 | 23,523 | 21,485 | ||||||||||||||
Transaction costs | 3,760 | 1,057 | 867 | 580 | 5,459 | ||||||||||||||
Other expense (income), net | 1,410 | (51,208 | ) | (71 | ) | 10,556 | 9,303 | ||||||||||||
Loss on debt extinguishments | 46,020 | — | — | 54,227 | — | ||||||||||||||
Income tax expense (benefit) | 3,372 | (6,162 | ) | (2,987 | ) | (5,481 | ) | 13,297 | |||||||||||
Discontinued operations | 18,246 | — | — | — | — | ||||||||||||||
Total NOI | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||
Pro forma Total Cash NOI and Interest Income |
Senior Housing Triple-net | SHOP | Life Science | Medical Office | Other | Total | |||||||||||||||||||
Total Cash NOI and Interest Income(1) | $ | 77,265 | $ | 61,255 | $ | 72,985 | $ | 74,588 | $ | 32,444 | $ | 318,537 | ||||||||||||
Pro forma Adjustments: | ||||||||||||||||||||||||
Asset sales and triple-net transitions to SHOP(2) | (14,065 | ) | (4,789 | ) | — | — | — | (18,854 | ) | |||||||||||||||
Other pro forma adjustments(3) | — | (4,721 | ) | (4,463 | ) | 1,379 | (11,535 | ) | (19,340 | ) | ||||||||||||||
Pro forma Total Cash NOI and Interest Income | $ | 63,200 | $ | 51,745 | $ | 68,522 | $ | 75,967 | $ | 20,909 | $ | 280,343 | ||||||||||||
______________________________________
(1) | See page 17 of this document for a reconciliation of Total Cash NOI and interest income to net income. |
(2) | Includes pro forma adjustments to reflect asset sales and asset transitions from senior housing triple-net to SHOP in connection with the master transactions and cooperation agreement with Brookdale and certain other previously announced sales. |
(3) | Includes pro forma adjustments to reflect acquisitions and dispositions as if they occurred on the first day of the quarter and the sale of the following: (i) our remaining 40% interest in the RIDEA II JV; (ii) our UK holdings and (iii) four life science properties that are held for sale. |
![]() | 21 |
Reconciliations |
Dollars in thousands |
Segment Cash NOI Same Property Performance |
For the year ended December 31, 2017
Senior Housing Triple-Net | SHOP | Life Science | Medical Office | Other | Corporate Non-segment | Total | ||||||||||||||||||||||
Net Income (loss) | $ | 461,149 | $ | 35,385 | $ | 197,494 | $ | 133,056 | $ | 56,823 | $ | (461,273 | ) | $ | 422,634 | |||||||||||||
Interest income | — | — | — | — | (56,237 | ) | — | (56,237 | ) | |||||||||||||||||||
Interest expense | 2,518 | 7,920 | 373 | 506 | 4,230 | 292,169 | 307,716 | |||||||||||||||||||||
Depreciation and amortization | 103,820 | 103,162 | 128,864 | 169,795 | 29,085 | — | 534,726 | |||||||||||||||||||||
General and administrative | — | — | — | — | — | 88,772 | 88,772 | |||||||||||||||||||||
Transaction costs | — | — | — | — | — | 7,963 | 7,963 | |||||||||||||||||||||
Impairments (recoveries), net | 22,590 | — | — | — | 143,794 | — | 166,384 | |||||||||||||||||||||
Loss (gain) on sales of real estate, net | (280,349 | ) | (17,485 | ) | (45,916 | ) | (9,095 | ) | (3,796 | ) | — | (356,641 | ) | |||||||||||||||
Loss on debt extinguishments | — | — | — | — | — | 54,227 | 54,227 | |||||||||||||||||||||
Other expense (income), net | — | — | — | — | (50,895 | ) | 19,475 | (31,420 | ) | |||||||||||||||||||
Income tax expense (benefit) | — | — | — | — | — | (1,333 | ) | (1,333 | ) | |||||||||||||||||||
Equity loss (income) from unconsolidated JVs | — | — | — | — | (10,901 | ) | — | (10,901 | ) | |||||||||||||||||||
HCP's share of unconsolidated JVs: | ||||||||||||||||||||||||||||
Revenues | — | 323,341 | 7,990 | 2,173 | 1,682 | — | 335,186 | |||||||||||||||||||||
Operating expenses | — | (256,810 | ) | (1,623 | ) | (737 | ) | (76 | ) | — | (259,246 | ) | ||||||||||||||||
Total NOI | $ | 309,728 | $ | 195,513 | $ | 287,182 | $ | 295,698 | $ | 113,709 | $ | — | $ | 1,201,830 | ||||||||||||||
Adjustment to Total NOI | 17,098 | 52,047 | (4,351 | ) | (2,929 | ) | (4,443 | ) | — | 57,422 | ||||||||||||||||||
Total Cash NOI | $ | 326,826 | $ | 247,560 | $ | 282,831 | $ | 292,769 | $ | 109,266 | $ | — | $ | 1,259,252 | ||||||||||||||
Adjustment to Total NOI | (17,098 | ) | (52,047 | ) | 4,351 | 2,929 | 4,443 | — | (57,422 | ) | ||||||||||||||||||
FX adjustment - GAAP SPP | — | — | — | — | — | — | — | |||||||||||||||||||||
Non-Total SPP NOI | (60,876 | ) | (85,007 | ) | (39,686 | ) | (43,970 | ) | (2,478 | ) | — | (232,017 | ) | |||||||||||||||
Total SPP NOI | $ | 248,852 | $ | 110,506 | $ | 247,496 | $ | 251,728 | $ | 111,231 | $ | — | $ | 969,813 | ||||||||||||||
Adjustment to Total SPP NOI | 38,760 | 32,810 | 2,598 | 2,162 | (4,446 | ) | — | 71,884 | ||||||||||||||||||||
FX adjustment - Cash SPP | — | — | — | — | — | — | — | |||||||||||||||||||||
Total SPP Cash NOI | $ | 287,612 | $ | 143,316 | $ | 250,094 | $ | 253,890 | $ | 106,785 | $ | — | $ | 1,041,697 | ||||||||||||||
![]() | 22 |
Reconciliations |
Dollars in thousands |
For the year ended December 31, 2016
Senior Housing Triple-Net | SHOP | Life Science | Medical Office | Other | Corporate Non-segment | Total | ||||||||||||||||||||||
Net Income (loss) | $ | 319,507 | $ | 68,076 | $ | 201,915 | $ | 113,241 | $ | 239,457 | $ | (302,270 | ) | $ | 639,926 | |||||||||||||
Interest income | — | — | — | — | (88,808 | ) | — | (88,808 | ) | |||||||||||||||||||
Interest expense | 9,499 | 29,745 | 2,357 | 5,895 | 9,153 | 407,754 | 464,403 | |||||||||||||||||||||
Depreciation and amortization | 136,146 | 108,806 | 130,829 | 161,790 | 30,537 | — | 568,108 | |||||||||||||||||||||
General and administrative | — | — | — | — | — | 103,611 | 103,611 | |||||||||||||||||||||
Transaction costs | — | — | — | — | — | 9,821 | 9,821 | |||||||||||||||||||||
Loss (gain) on sales of real estate, net | (48,744 | ) | (675 | ) | (49,042 | ) | (8,333 | ) | (57,904 | ) | — | (164,698 | ) | |||||||||||||||
Loss on debt extinguishments | — | — | — | — | — | 46,020 | 46,020 | |||||||||||||||||||||
Other expense (income), net | — | — | — | — | — | (3,654 | ) | (3,654 | ) | |||||||||||||||||||
Income tax expense (benefit) | — | — | — | — | — | 4,473 | 4,473 | |||||||||||||||||||||
Equity loss (income) from unconsolidated JVs | — | — | — | — | (11,360 | ) | — | (11,360 | ) | |||||||||||||||||||
Discontinued operations | — | — | — | — | — | (265,755 | ) | (265,755 | ) | |||||||||||||||||||
HCP's share of unconsolidated JVs: | ||||||||||||||||||||||||||||
Revenues | — | 204,591 | 7,599 | 1,996 | 1,618 | — | 215,804 | |||||||||||||||||||||
Operating expenses | — | (166,791 | ) | (1,601 | ) | (595 | ) | (48 | ) | — | (169,035 | ) | ||||||||||||||||
Total NOI | $ | 416,408 | $ | 243,752 | $ | 292,057 | $ | 273,994 | $ | 122,645 | $ | — | $ | 1,348,856 | ||||||||||||||
Adjustment to Total NOI | (7,566 | ) | 20,076 | (3,003 | ) | (3,557 | ) | (3,019 | ) | — | 2,931 | |||||||||||||||||
Total Cash NOI | $ | 408,842 | $ | 263,828 | $ | 289,054 | $ | 270,437 | $ | 119,626 | $ | — | $ | 1,351,787 | ||||||||||||||
Adjustment to Total NOI | 7,566 | (20,076 | ) | 3,003 | 3,557 | 3,019 | — | (2,931 | ) | |||||||||||||||||||
FX adjustment - GAAP SPP | — | — | — | — | (1,586 | ) | — | (1,586 | ) | |||||||||||||||||||
Non-Total SPP NOI | (142,621 | ) | (99,578 | ) | (52,373 | ) | (26,847 | ) | (12,434 | ) | — | (333,853 | ) | |||||||||||||||
Total SPP NOI | $ | 273,787 | $ | 144,174 | $ | 239,684 | $ | 247,147 | $ | 108,625 | $ | — | $ | 1,013,417 | ||||||||||||||
Adjustment to Total SPP NOI | (1,374 | ) | (1,205 | ) | 290 | (543 | ) | (4,481 | ) | — | (7,313 | ) | ||||||||||||||||
FX adjustment - Cash SPP | — | — | — | — | 1,402 | — | 1,402 | |||||||||||||||||||||
Total SPP Cash NOI | $ | 272,413 | $ | 142,969 | $ | 239,974 | $ | 246,604 | $ | 105,546 | $ | — | $ | 1,007,506 | ||||||||||||||
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Reconciliations |
Dollars in thousands |
Brookdale Transaction Summary (Non-Cash NOI Impact)(1) |
For the three months ended December 31, 2017
Senior Housing Triple-net | SHOP | Life Science | Medical Office | Other | Total | |||||||||||||||||||
Total NOI | $ | 57,322 | $ | 21,436 | $ | 76,238 | $ | 75,197 | $ | 28,465 | $ | 258,658 | ||||||||||||
Revenue reduction related to triple-net lease terminations(2) | 19,723 | — | — | — | — | 19,723 | ||||||||||||||||||
Operating expense related to management contract terminations | — | 34,918 | — | — | — | 34,918 | ||||||||||||||||||
Total NOI excluding non-cash impact of Brookdale Transaction | $ | 77,045 | $ | 56,354 | $ | 76,238 | $ | 75,197 | $ | 28,465 | $ | 313,299 | ||||||||||||
Total SPP NOI | $ | 41,617 | $ | 6,326 | $ | 63,498 | $ | 64,178 | $ | 28,426 | $ | 204,045 | ||||||||||||
Revenue reduction related to triple-net lease terminations(2) | 33,419 | — | — | — | — | 33,419 | ||||||||||||||||||
Operating expense related to management contract terminations | — | 32,999 | — | — | — | 32,999 | ||||||||||||||||||
Total SPP NOI excluding non-cash impact of Brookdale Transaction | $ | 75,036 | $ | 39,325 | $ | 63,498 | $ | 64,178 | $ | 28,426 | $ | 270,463 | ||||||||||||
Total SPP NOI for three months ended December 31, 2016 | $ | 71,782 | $ | 42,831 | $ | 60,091 | $ | 63,757 | $ | 27,893 | $ | 266,354 | ||||||||||||
Three-month year-over-year Total SPP NOI growth excluding the Brookdale Transaction | 4.5 | % | (8.2 | )% | (3) | 5.7 | % | 0.7 | % | 1.9 | % | 1.5 | % | |||||||||||
For the year ended December 31, 2017
Senior Housing Triple-net | SHOP | Life Science | Medical Office | Other | Total | |||||||||||||||||||
Total NOI | $ | 309,728 | $ | 195,513 | $ | 287,182 | $ | 295,698 | $ | 113,709 | $ | 1,201,830 | ||||||||||||
Revenue reduction related to triple-net lease terminations(2) | 19,723 | — | — | — | — | 19,723 | ||||||||||||||||||
Operating expense related to management contract terminations | — | 34,918 | — | — | — | 34,918 | ||||||||||||||||||
Total NOI excluding non-cash impact of Brookdale Transaction | $ | 329,451 | $ | 230,431 | $ | 287,182 | $ | 295,698 | $ | 113,709 | $ | 1,256,471 | ||||||||||||
Total SPP NOI | $ | 248,852 | $ | 110,506 | $ | 247,496 | $ | 251,728 | $ | 111,231 | $ | 969,813 | ||||||||||||
Revenue reduction related to triple-net lease terminations(2) | 33,419 | — | — | — | — | 33,419 | ||||||||||||||||||
Operating expense related to management contract terminations | — | 32,999 | — | — | — | 32,999 | ||||||||||||||||||
Total SPP NOI excluding non-cash impact of Brookdale Transaction | $ | 282,271 | $ | 143,505 | $ | 247,496 | $ | 251,728 | $ | 111,231 | $ | 1,036,231 | ||||||||||||
Total SPP NOI for twelve months ended December 31, 2016 | $ | 273,787 | $ | 144,174 | $ | 239,684 | $ | 247,147 | $ | 108,625 | $ | 1,013,417 | ||||||||||||
Twelve-month year-over-year Total SPP NOI growth excluding the Brookdale Transaction | 3.1 | % | (0.5 | )% | 3.3 | % | 1.9 | % | 2.4 | % | 2.3 | % | ||||||||||||
______________________________________
(1) | The Brookdale Transaction refers to the previously announced master transactions and cooperation agreement with Brookdale entered into November 1, 2017. In connection with the agreement, 2017 Total NOI and Total SPP NOI include net non-cash charges related to the right to terminate certain triple-net leases and management agreements. A summary of the impact of these non-cash charges is presented in the table above. |
(2) | Represents the net revenue reduction from the write-off of lease-related intangibles assets, partially offset by the value associated with the right to terminate certain triple-net leases. The Total NOI triple-net lease termination impact differs from the Total SPP NOI impact due to the lease termination value attributed to two assets that are held for sale and, therefore, not included in SPP. |
(3) | The fourth quarter 2017 SHOP Total SPP NOI growth rate was impacted by: (i) outsized volume purchase rebates recorded in the fourth quarter of 2016 (3.0%); (ii) a portfolio of recently acquired and transitioned assets entering the SPP pool in fourth quarter 2017 prior to reaching stabilized occupancy (2.8%); (iii) an increase in sales and marketing expenses in fourth quarter 2017 to catch up from lower spend during the first half of 2017 and to better position the portfolio for 2018 (2.3%); and (iv) under-accrual by an operator of a utility bill which was provisioned for in fourth quarter 2017 (1.0%). Adjusting for these items, normalized fourth quarter 2017 SHOP Total SPP NOI growth would be 0.9%. |
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Reconciliations |
In thousands, except per month data |
REVPOR SHOP |
Three months ended | ||||||||||||||||||||
December 31, 2016 | March 31, 2017 | June 30, 2017 | September 30, 2017 | December 31, 2017 | ||||||||||||||||
REVPOR SHOP | ||||||||||||||||||||
Rental and operating revenues | $ | 186,118 | $ | 140,228 | $ | 125,416 | $ | 126,040 | $ | 133,789 | ||||||||||
HCP share of unconsolidated JV rental and operating revenues | 52,167 | 76,364 | 81,368 | 81,936 | 83,673 | |||||||||||||||
Total Rental and Operating Revenues | $ | 238,285 | $ | 216,592 | $ | 206,784 | $ | 207,976 | $ | 217,462 | ||||||||||
Adjustments to Total Rental and Operating Revenues | 4,798 | 3,607 | 4,812 | 5,218 | 5,496 | |||||||||||||||
Total cash rental and operating revenues | $ | 243,083 | $ | 220,199 | $ | 211,596 | $ | 213,194 | $ | 222,958 | ||||||||||
Other adjustments to REVPOR SHOP(1) | (7,042 | ) | (10,650 | ) | (2,363 | ) | (4,137 | ) | (11,554 | ) | ||||||||||
Total REVPOR SHOP revenues | $ | 236,041 | $ | 209,549 | $ | 209,233 | $ | 209,057 | $ | 211,404 | ||||||||||
Average occupied units/month(2) | 17,720 | 15,545 | 15,375 | 15,323 | 15,326 | |||||||||||||||
Total REVPOR SHOP per month(3) | $ | 4,440 | $ | 4,493 | $ | 4,536 | $ | 4,548 | $ | 4,598 | ||||||||||
SPP REVPOR SHOP | ||||||||||||||||||||
Total REVPOR revenues | $ | 236,041 | $ | 209,549 | $ | 209,233 | $ | 209,057 | $ | 211,404 | ||||||||||
Sale of interest in RIDEA II portfolio(4) | (40,321 | ) | — | — | — | — | ||||||||||||||
Entrance fees, net of reserves(5) | (7,574 | ) | (6,760 | ) | (7,992 | ) | (8,372 | ) | (10,242 | ) | ||||||||||
Change in reporting structure(6) | (31,542 | ) | (40,569 | ) | (40,380 | ) | (42,026 | ) | (46,377 | ) | ||||||||||
Other non-Total SPP cash rental and operating revenues | (9,760 | ) | (12,945 | ) | (12,988 | ) | (11,460 | ) | (6,285 | ) | ||||||||||
Total SPP REVPOR SHOP revenues | $ | 146,844 | $ | 149,275 | $ | 147,873 | $ | 147,199 | $ | 148,500 | ||||||||||
SPP average occupied units/month(2) | 12,031 | 11,934 | 11,772 | 11,704 | 11,810 | |||||||||||||||
Total SPP REVPOR SHOP per month(3) | $ | 4,069 | $ | 4,169 | $ | 4,187 | $ | 4,192 | $ | 4,191 | ||||||||||
______________________________________
(1) | Includes revenue for newly completed facilities under lease-up, facilities acquired or transitioned to new operators during the relevant period, assets in redevelopment, and assets that experienced a casualty event that significantly impacted operations. |
(2) | Includes HCP's pro rata share of average occupied units held in the Company's unconsolidated JVs. |
(3) | Represents the current quarter REVPOR divided by a factor of three. |
(4) | Revenues have been recast to reflect our retained 40% equity interest in RIDEA II resulting from the deconsolidation of RIDEA II during the first quarter of 2017. |
(5) | Represents our 49% share of non-refundable entrance fees as the fees are collected from our CCRC JV, net of a reserve for statutory refunds due to early terminations. |
(6) | Represents revenues for assets that transitioned from senior housing triple-net to SHOP during the year-over-year comparison period. |
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