UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 9, 2016
Date of Report (Date of earliest event reported)
HCP, Inc.
(Exact name of registrant as specified in its charter)
Maryland |
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001-08895 |
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33-0091377 |
(State of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
1920 Main Street, Suite 1200
Irvine, CA 92614
(Address of principal executive offices) (Zip Code)
(949) 407-0700
(Registrants 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))
Item 2.02 Results of Operations and Financial Condition.
On May 9, 2016, HCP, Inc., a Maryland corporation (HCP), issued a press release setting forth its financial results for the three months ended March 31, 2016. The press release refers to a supplemental report that is also available on HCPs website, free of charge, at www.hcpi.com.
The press release and supplemental report are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are specifically 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 99.2 attached hereto are being furnished to, 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, 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. |
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Description |
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99.1 |
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Press Release, dated May 9, 2016. | |
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99.2 |
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Supplemental Report for the quarter ended March 31, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 9, 2016 |
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HCP, Inc. | |
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By: |
/s/ Timothy M. Schoen |
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Timothy M. Schoen |
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Executive Vice President and Chief Financial Officer |
Exhibit 99.1
HCP Announces Results for Quarter Ended March 31, 2016 and Expands Executive Leadership Team
FIRST QUARTER 2016 AND RECENT HIGHLIGHTS
-- FFO as adjusted and FAD per share were $0.69 and $0.66, respectively; FFO per share and EPS were $0.68 and $0.25, respectively
-- Announced a plan to spin off HCRMC real estate portfolio into an independent publicly-traded REIT (see HCR ManorCare (HCRMC) Update on page 2) Conference call at 5:30am PDT, See Company Information Section for Details
-- Completed and announced $554 million of investment transactions, including the commencement of Phase II of The Cove life science development, representing up to 230,000 sq. ft., and the acquisition of 12 private pay senior housing communities
-- Announced $1.3 billion of capital recycling and financing activities to fund acquisitions and pay down corporate debt, including $740 million of proceeds from the anticipated sale of half of our 80% ownership interest in our RIDEA II senior housing joint venture and placement of third party mortgage debt
-- Leased 689,000 sq. ft. in our life science and medical office portfolios, bringing occupancy to 98% and 91%, respectively
-- Achieved year-over-year three-month cash NOI SPP growth of 3.2%, excluding HCRMC
-- Expands and strengthens leadership team: Michael D. McKee elected Executive Chairman; Justin Hutchens promoted to Chief Investment Officer; Kai Hsiao joining HCP as EVP Senior Housing Asset Management
IRVINE, CA, May 9, 2016 HCP (NYSE:HCP) announced results for the quarter ended March 31, 2016.
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Three Months Ended |
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Three Months Ended |
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Per Share |
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(in thousands, except per share amounts) |
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Amount |
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Per Share |
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Amount |
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Per Share |
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Change |
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FFO |
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$ |
319,266 |
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$ |
0.68 |
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$ |
(117,572 |
) |
$ |
(0.26 |
) |
$ |
0.94 |
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Other impairment(1) |
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478,464 |
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1.04 |
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(1.04 |
) | ||||||
Transaction-related items and other |
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2,518 |
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0.01 |
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3,390 |
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0.01 |
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FFO as adjusted |
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$ |
321,784 |
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$ |
0.69 |
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$ |
364,282 |
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$ |
0.79 |
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$ |
(0.10 |
) | |
FAD |
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$ |
309,038 |
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$ |
0.66 |
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$ |
319,581 |
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$ |
0.69 |
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$ |
(0.03 |
) | |
Net income (loss)(2) |
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$ |
115,762 |
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$ |
0.25 |
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$ |
(240,949 |
) |
$ |
(0.52 |
) |
$ |
0.77 |
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(1) For the three months ended March 31, 2015, other impairment of $478 million relates to our HCRMC direct financing lease (DFL) investments.
(2) For the three months ended March 31, 2016, net income includes $53 million, of which $49 million relates to the HCRMC real estate portfolio, of income tax expense associated with state built-in gain tax payable upon the disposition of specific real estate assets. This amount is not included in FFO, FFO as adjusted or FAD. See Note 5 to the Consolidated Financial Statements for the quarter ended March 31, 2016 included in our Quarterly Report on Form 10-Q.
Year-over-year operating results for the quarter ended March 31, 2016 include the impact of: (i) an income reduction of $0.11 per share related to our HCRMC investments resulting from the 2015 HCRMC lease amendment and recognizing income on a cash basis effective January 1, 2016; (ii) an interest income reduction of $0.01 per share from accounting for our Four Seasons senior notes on a cost recovery basis effective July 1, 2015; and (iii) an interest income reduction of $0.01 per share from the monetization of a senior housing development loan in March 2015. Additionally, net loss for the quarter ended March 31, 2015 included net gain on sales of real estate of $0.01 per share.
FFO, FFO as adjusted and FAD are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance of real estate investment trusts. See the Funds From Operations and Funds Available for Distribution sections of this release for additional information regarding these non-GAAP financial measures.
HCR MANORCARE (HCRMC) UPDATE
SPIN-OFF OF REAL ESTATE PORTFOLIO
Today we announced that the Board of Directors has unanimously approved a plan to spin off our HCRMC portfolio of skilled nursing and assisted living assets, as well as other skilled nursing facilities, into an independent publicly-traded REIT. For additional detail, please refer to todays separate press release titled, HCP to Spin off HCR ManorCare Portfolio Into Independent, Publicly-Traded REIT and related investor presentation located on our website, which can be found at http://ir.hcpi.com/.
FIRST QUARTER OPERATING PERFORMANCE
For the first quarter 2016, HCRMC reported normalized EBITDAR of $131 million, which was up $22 million, or 20% sequentially, driven by a 110 basis point increase in core post-acute/skilled nursing occupancy. On a year-over-year basis, normalized EBITDAR decreased $27 million, or 17%, primarily due to a weaker flu season, continued pressure from payor mix shift, and shorter lengths of stay, as well as transaction costs and operational disruption from the non-strategic asset sales. HCRMCs normalized fixed charge coverage ratio for the trailing twelve months ended March 31, 2016 was 1.06x and for the trailing three months was 1.11x, consistent with our expectations. Our full year 2016 forecast remains within the range of 1.06x to 1.16x.
HCRMC ended the quarter with $174 million of cash and cash equivalents and continues to be current on its obligations under the amended master lease.
TRANSACTION ACTIVITY
During the quarter, we completed 11 of the 50 non-strategic asset sales, generating proceeds of $62 million. Inclusive of this amount, we expect to receive $130 million during 2016, bringing total anticipated sales proceeds from all 50 facilities to $350 million. We expect the remaining 17 assets to close by year end. In addition, we completed the final transfer of the nine facilities that were part of the HCRMC lease amendment representing $275 million of value received in the fee ownership of these recently built post-acute facilities.
We acquired a new 64-bed memory care facility in Easton, PA for $15 million that opened in January 2016, which is located adjacent to our existing post-acute facility that is currently 94% occupied. The facility was developed by HCRMC and was added to its master lease with a term of 16 years.
FIRST QUARTER 2016 AND RECENT HIGHLIGHTS
INVESTMENT TRANSACTIONS
We closed and announced $554 million of investment transactions during the first quarter, including:
· Commenced the $185 million Phase II development of The Cove, which adds two Class A buildings totaling up to 230,000 sq. ft. and is expected to be delivered by the third quarter of 2017.
· Acquired a portfolio of five private pay senior housing communities with 364 units and one skilled nursing facility with 120 beds for $95 million in January 2016. All of the communities were developed within the past two years and are triple-net leased to four new operating partners.
· Entered into definitive agreements to acquire a portfolio of seven private pay senior housing communities for $190 million, including the assumption of $75 million of debt maturing in 2044 at an attractive 4.0% rate. Consisting of 526 assisted living and memory care units, the portfolio will be managed by Senior Lifestyle Corporation in a 100% owned RIDEA structure at closing. We anticipate that the transaction will close during the second half of 2016.
The closing of these transactions will add five new relationships to our senior housing portfolio with two national and three regional operators.
CAPITAL RECYCLING AND FINANCING ACTIVITIES
We announced $1.3 billion of capital recycling and financing activities, which will be used to fund 2016 acquisitions announced to date and pay down corporate debt, reducing financial leverage. Significant transactions include:
· $740 million of proceeds from: (i) the anticipated sale of half of our 80% ownership interest in our RIDEA II senior housing joint venture with Brookdale (RIDEA II) to an investor group led by Columbia Pacific Advisors, LLC (CPA); and (ii) the anticipated placement of third party mortgage debt on the RIDEA II portfolio. The new ownership structure of the RIDEA II portfolio will approximate 40/40/20 with HCP, CPA and Brookdale. This transaction will result in a reduction of our Brookdale concentration and the addition of a joint venture partner with significant industry knowledge and future co-investment opportunities.
· $310 million of proceeds from a purchase option exercise of four life science facilities in South San Francisco, CA. The transaction is expected to close in the second half of 2016.
· $130 million of proceeds from HCRMC non-strategic asset sales (as discussed above).
· $90 million of proceeds from the sale of a life science facility and a medical office building in April 2016.
In February 2016, we refinanced $500 million of maturing senior unsecured notes using proceeds from our December 2015 bond offering.
LIFE SCIENCE AND MEDICAL OFFICE LEASING
During the first quarter, we completed 689,000 sq. ft. of leasing in our life science and medical office portfolios, consisting of 539,000 sq. ft. of renewals and 150,000 sq. ft. of new leases. Significant leasing transactions were primarily in our life science portfolio, including:
· 10-year renewal with Myriad Genetics, Inc. for 154,000 sq. ft. in Salt Lake City, UT;
· 5-year renewal with Complete Genomics, Inc. for 66,000 sq. ft. in Mountain View, CA; and
· 3-year renewal with Avinger, Inc. for 44,000 sq. ft. in Redwood City, CA.
Additionally we have pre-leased approximately 50% of The Cove Phase I, consisting of two Class A buildings totaling up to 250,000 sq. ft., which is expected to be delivered during the third quarter of 2016.
Visit our website for additional information, including a link to view our development progress at The Cove, at www.hcpi.com/portfolio-diversification/life-science.
EXECUTIVE LEADERSHIP ADDITIONS
HCP announced its Independent Chairman Michael D. McKee has been elected Executive Chairman and will become a member of HCPs executive team, with a special focus on strategic growth, leadership development and executing the spin-off transaction announced today. Mr. McKee has served as HCPs Independent Chairman since 2013 and was Lead Director prior to that.
I look forward to working closely with Lauralee and the rest of the leadership team to complete the spin-off of our HCR ManorCare portfolio, grow HCPs remaining best-in-class healthcare portfolio and build shareholder value, said Mr. McKee.
In addition to Mr. McKees new role, HCP announced:
· Justin Hutchens has been promoted to an expanded role as Chief Investment Officer; and
· Kai Hsiao, former Chief Executive Officer of Holiday Retirement, the nations largest operator of independent living communities, has joined HCP as Executive Vice President, Senior Housing Asset Management.
In March 2016, we announced that Tim Schoen, Executive Vice President and Chief Financial Officer, is leaving HCP effective May 22, 2016. We are continuing our recruiting efforts and expect to announce a successor soon. We thank Mr. Schoen for his significant contributions and dedication to HCP during his 10-year tenure and wish him future success.
DIVIDEND
On April 27, 2016, our Board of Directors declared a quarterly cash dividend of $0.575 per common share. The dividend will be paid on May 24, 2016 to stockholders of record as of the close of business on May 9, 2016.
SUSTAINABILITY
During the first quarter of 2016, we published our second combined Annual and Sustainability Report. This is our fifth Sustainability Report prepared in accordance with the GRI framework. We were also named the 2016 Industry Mover for achieving the largest proportional improvement in sustainability performance in our industry, as measured by our performance on the 2015 Dow Jones Sustainability Index Assessment. More information about HCPs sustainability efforts can be found on our website at www.hcpi.com/sustainable-growth.
OUTLOOK
For full year 2016, we expect: FFO per share to range between $2.76 and $2.82; FFO as adjusted per share to range between $2.77 and $2.83; FAD per share to range between $2.65 and $2.71; and EPS to range between $1.80 and $1.86. In addition, we expect 2016 SPP Cash NOI to increase between 1.5% and 2.5%. Excluding HCRMC, we expect 2016 SPP Cash NOI to increase between 2.3% and 3.3%. These estimates do not reflect the potential impact of the spin-off transaction involving our HCRMC real estate portfolio or unannounced future transactions. Refer to the Projected Future Operations and Projected SPP Cash NOI sections of this release for additional information regarding these estimates.
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Projected Full Year 2016 |
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Low |
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High |
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Senior housing (including RIDEA) |
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1.1% |
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2.1% |
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Senior housing RIDEA |
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4.5% |
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5.5% |
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Post-acute/skilled nursing |
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(1.1%) |
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(0.1%) |
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Life science |
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6.4% |
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7.4% |
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Medical office |
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2.1% |
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3.1% |
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Hospital |
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1.7% |
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2.7% |
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SPP Cash NOI growth |
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1.5% |
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2.5% |
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SPP Cash NOI growth, excluding HCRMC portfolio |
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2.3% |
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3.3% |
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COMPANY INFORMATION
HCP has scheduled a conference call and webcast for Monday, May 9, 2016 at 5:30 a.m. Pacific Time (8:30 a.m. Eastern Time) in order to present the spin-off transaction and the Companys performance and operating results for the quarter ended March 31, 2016. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (International). The participant passcode is 7119884. The webcast is accessible via the Companys website at www.hcpi.com. This link can be found in the News and Events section, which is under Investor Relations. Through May 24, 2016, 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 passcode 10084026. The Companys supplemental information package for the current period is available with this earnings release on the Companys 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. HCPs portfolio of assets is diversified among five distinct sectors: senior housing, post-acute/skilled nursing, life science, medical office and hospital. A publicly traded company since 1985, HCP: (i) was the first healthcare REIT selected to the S&P 500 index; (ii) has increased its dividend per share for 31 consecutive years; (iii) was the first REIT included in the S&P 500 Dividend Aristocrats index; and (iv) is recognized as a global leader in sustainability as a member of the Dow Jones and FTSE4Good sustainability indices, as well as the recipient in three of the past four years of both of the GRESB Global Healthcare Sector Leader and the NAREIT Healthcare Leader in the Light Award. For more information regarding HCP, visit www.hcpi.com.
###
FORWARD-LOOKING STATEMENTS
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, among other things, the Companys expectations with respect to (i) its plans to spin off certain of its assets; (ii) all statements under the heading Outlook above, including with respect to anticipated earnings, FFO and FAD applicable to common shares on a diluted basis, SPP Cash NOI growth projections, and other financial projections and assumptions for the full year 2016; (iii) the payment of the quarterly cash dividend; (iv) timing and outcomes relating to the acquisitions, dispositions, developments, capital recycling and financing activities discussed above; (v) timing and proceeds from HCRMC sales of non-strategic assets; and (vi) HCRMCs forecast and outlook. These statements are made as of the date hereof, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions and other factorsmany of which are out of the Companys and its managements control and difficult to forecastthat could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: HCRMCs ability to meet its contractual obligations under the HCRMC lease and risks related to the impact of the U.S. Department of Justice lawsuit against HCRMC, including the possibility of larger than expected litigation costs, adverse results and related developments; our reliance on a concentration of a small number of tenants and operators, for a significant portion of our revenues; the financial weakness of 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 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 tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases; competition for skilled management and other key personnel; availability of suitable properties to acquire at favorable prices and the competition for the acquisition and financing of those properties; the ability of our own tenants and operators to maintain costs and to compete for skilled management and nurses; our ability to negotiate the same or better terms with new tenants or operators if existing leases are not renewed or we exercise our right to replace an existing tenant or operator upon default; 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 investments, including those investments 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; the effect on healthcare providers of legislation 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 our costs of compliance or increase the costs, or otherwise affect the operations, of our tenants and operators; 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 conditions, and currency exchange rates; changes in the credit ratings on U.S. government debt securities or default or delay in payment by the government of its obligations; our ability to manage our indebtedness level and changes in the terms of such indebtedness; the ability to maintain our qualification as a real estate investment trust; uncertainties as to the completion and timing of the spin-off transaction; the failure to satisfy any conditions to complete the spin-off transaction; the ability of HCP and SpinCo to complete financings related to the spin-off transaction on acceptable terms or at all; the impact of the spin-off transaction on the businesses of HCP; and other risks and uncertainties described from time to time in the Companys Securities and Exchange Commission filings. The Company cautions investors not to place undue reliance on any forward-looking statements. The Company assumes no, and hereby disclaims any, obligation to update any of the foregoing or any other forward-looking statements as a result of new information or new or future developments, except as otherwise required by law.
CONTACT
Timothy M. Schoen
Executive Vice President and Chief Financial Officer
949-407-0400
HCP, Inc.
Consolidated Balance Sheets
In thousands, except share and per share data
(Unaudited)
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March 31, |
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December 31, |
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2016 |
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2015 |
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Assets |
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Real estate: |
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Buildings and improvements |
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$ |
12,314,826 |
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$ |
12,198,704 |
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Development costs and construction in progress |
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430,104 |
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388,576 |
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Land |
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1,956,841 |
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1,948,757 |
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Accumulated depreciation and amortization |
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(2,636,636 |
) |
(2,541,334 |
) | ||
Net real estate |
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12,065,135 |
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11,994,703 |
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|
|
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Net investment in direct financing leases |
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5,857,210 |
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5,905,009 |
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Loans receivable, net |
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768,896 |
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768,743 |
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Investments in and advances to unconsolidated joint ventures |
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608,665 |
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605,244 |
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Accounts receivable, net of allowance of $4,161 and $3,261, respectively |
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45,224 |
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48,929 |
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Cash and cash equivalents |
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94,665 |
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346,500 |
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Restricted cash |
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46,280 |
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60,616 |
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Intangible assets, net |
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585,330 |
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603,706 |
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Real estate assets held for sale, net |
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311,243 |
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314,126 |
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Other assets, net |
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817,279 |
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802,273 |
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Total assets |
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$ |
21,199,927 |
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$ |
21,449,849 |
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Liabilities and equity |
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Bank line of credit |
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$ |
810,313 |
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$ |
397,432 |
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Term loans |
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511,737 |
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524,807 |
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Senior unsecured notes |
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8,623,376 |
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9,120,107 |
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Mortgage debt |
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895,289 |
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932,212 |
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Other debt |
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95,229 |
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94,445 |
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Intangible liabilities, net |
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52,794 |
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56,147 |
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Intangible liabilities on assets held for sale, net |
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18,064 |
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19,126 |
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Accounts payable and accrued liabilities |
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433,144 |
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436,239 |
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Deferred revenue |
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129,656 |
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123,017 |
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Total liabilities |
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11,569,602 |
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11,703,532 |
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|
|
|
|
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Common stock, $1.00 par value: 750,000,000 shares authorized; 466,924,935, and 465,488,492 shares issued and outstanding, respectively |
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466,925 |
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465,488 |
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Additional paid-in capital |
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11,685,541 |
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11,647,039 |
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Cumulative dividends in excess of earnings |
|
(2,890,046 |
) |
(2,738,414 |
) | ||
Accumulated other comprehensive loss |
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(31,673 |
) |
(30,470 |
) | ||
Total stockholders equity |
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9,230,747 |
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9,343,643 |
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|
|
|
|
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Joint venture partners |
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218,110 |
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217,066 |
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Non-managing member unitholders |
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181,468 |
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185,608 |
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Total noncontrolling interests |
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399,578 |
|
402,674 |
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|
|
|
|
|
| ||
Total equity |
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9,630,325 |
|
9,746,317 |
| ||
|
|
|
|
|
| ||
Total liabilities and equity |
|
$ |
21,199,927 |
|
$ |
21,449,849 |
|
HCP, Inc.
Consolidated Statements of Operations
In thousands, except per share data
(Unaudited)
|
|
Three Months Ended |
| ||||
|
|
2016 |
|
2015 |
| ||
|
|
|
|
|
| ||
Revenues: |
|
|
|
|
| ||
Rental and related revenues |
|
$ |
297,194 |
|
$ |
275,082 |
|
Tenant recoveries |
|
31,737 |
|
29,896 |
| ||
Resident fees and services |
|
165,763 |
|
105,013 |
| ||
Income from direct financing leases |
|
127,968 |
|
167,078 |
| ||
Interest income |
|
18,029 |
|
33,262 |
| ||
Investment management fee income |
|
91 |
|
460 |
| ||
Total revenues |
|
640,782 |
|
610,791 |
| ||
|
|
|
|
|
| ||
Costs and expenses: |
|
|
|
|
| ||
Interest expense |
|
122,062 |
|
116,780 |
| ||
Depreciation and amortization |
|
141,322 |
|
114,522 |
| ||
Operating |
|
176,955 |
|
132,031 |
| ||
General and administrative |
|
25,499 |
|
24,773 |
| ||
Acquisition and pursuit costs |
|
2,475 |
|
3,390 |
| ||
Impairment |
|
|
|
478,464 |
| ||
Total costs and expenses |
|
468,313 |
|
869,960 |
| ||
|
|
|
|
|
| ||
Other income: |
|
|
|
|
| ||
Gain on sales of real estate |
|
|
|
6,264 |
| ||
Other income, net |
|
1,222 |
|
1,724 |
| ||
Total other income, net |
|
1,222 |
|
7,988 |
| ||
|
|
|
|
|
| ||
Income (loss) before income taxes and equity (loss) income from unconsolidated joint ventures |
|
173,691 |
|
(251,181 |
) | ||
Income tax (expense) benefit |
|
(53,038 |
) |
77 |
| ||
Equity (loss) income from unconsolidated joint ventures |
|
(908 |
) |
13,601 |
| ||
|
|
|
|
|
| ||
Net income (loss) |
|
119,745 |
|
(237,503 |
) | ||
Noncontrolling interests share in earnings |
|
(3,626 |
) |
(3,111 |
) | ||
|
|
|
|
|
| ||
Net income (loss) attributable to HCP, Inc. |
|
116,119 |
|
(240,614 |
) | ||
Participating securities share in earnings |
|
(357 |
) |
(335 |
) | ||
|
|
|
|
|
| ||
Net income (loss) applicable to common shares |
|
$ |
115,762 |
|
$ |
(240,949 |
) |
|
|
|
|
|
| ||
Earnings per common share: |
|
|
|
|
| ||
Basic |
|
$ |
0.25 |
|
$ |
(0.52 |
) |
|
|
|
|
|
| ||
Diluted |
|
$ |
0.25 |
|
$ |
(0.52 |
) |
|
|
|
|
|
| ||
Weighted average shares used to calculate earnings per common share: |
|
|
|
|
| ||
Basic |
|
466,074 |
|
460,880 |
| ||
|
|
|
|
|
| ||
Diluted |
|
466,262 |
|
460,880 |
|
HCP, Inc.
Consolidated Statements of Cash Flows
In thousands
(Unaudited)
|
|
Three Months Ended |
| ||||
|
|
2016 |
|
2015 |
| ||
Cash flows from operating activities: |
|
|
|
|
| ||
Net income (loss) |
|
$ |
119,745 |
|
$ |
(237,503 |
) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
| ||
Depreciation and amortization |
|
141,322 |
|
114,522 |
| ||
Amortization of market lease intangibles, net |
|
(468 |
) |
(378 |
) | ||
Amortization of deferred compensation |
|
5,345 |
|
6,165 |
| ||
Amortization of deferred financing costs, net |
|
5,280 |
|
4,752 |
| ||
Straight-line rents |
|
(7,576 |
) |
(9,546 |
) | ||
Loan and direct financing lease non-cash interest |
|
165 |
|
(21,032 |
) | ||
Deferred rental revenues |
|
(619 |
) |
(902 |
) | ||
Equity loss (income) from unconsolidated joint ventures |
|
908 |
|
(13,601 |
) | ||
Distributions of earnings from unconsolidated joint ventures |
|
1,589 |
|
1,159 |
| ||
Lease termination income, net |
|
|
|
(1,103 |
) | ||
Gain on sales of real estate |
|
|
|
(6,264 |
) | ||
Deferred income tax expense |
|
49,156 |
|
|
| ||
Foreign exchange and other (gains) losses, net |
|
(89 |
) |
134 |
| ||
Impairment |
|
|
|
478,464 |
| ||
Changes in: |
|
|
|
|
| ||
Accounts receivable, net |
|
3,705 |
|
(3,814 |
) | ||
Other assets |
|
(6,847 |
) |
(5,839 |
) | ||
Accounts payable and accrued liabilities |
|
(42,999 |
) |
(75,146 |
) | ||
Net cash provided by operating activities |
|
268,617 |
|
230,068 |
| ||
Cash flows from investing activities: |
|
|
|
|
| ||
Acquisitions of real estate |
|
(94,271 |
) |
(71,373 |
) | ||
Development of real estate |
|
(99,096 |
) |
(61,805 |
) | ||
Leasing costs and tenant and capital improvements |
|
(19,964 |
) |
(11,540 |
) | ||
Contributions to unconsolidated joint ventures |
|
(10,136 |
) |
(27,279 |
) | ||
Distributions in excess of earnings from unconsolidated joint ventures |
|
5,336 |
|
1,022 |
| ||
Principal repayments on loans receivable, DFLs and other |
|
155,320 |
|
17,496 |
| ||
Investments in loans receivable and other |
|
(117,282 |
) |
(176,504 |
) | ||
Decrease in restricted cash |
|
14,336 |
|
1,697 |
| ||
Net cash used in investing activities |
|
(165,757 |
) |
(328,286 |
) | ||
Cash flows from financing activities: |
|
|
|
|
| ||
Net borrowings under bank line of credit |
|
422,897 |
|
|
| ||
Repayments under bank line of credit |
|
|
|
(455,506 |
) | ||
Borrowings under term loan |
|
|
|
333,014 |
| ||
Issuance of senior unsecured notes |
|
|
|
595,110 |
| ||
Repayments of senior unsecured notes |
|
(500,000 |
) |
(200,000 |
) | ||
Repayments of mortgage and other debt |
|
(36,918 |
) |
(6,354 |
) | ||
Deferred financing costs |
|
|
|
(7,687 |
) | ||
Issuance of common stock and exercise of options |
|
34,122 |
|
62,425 |
| ||
Repurchase of common stock |
|
(3,628 |
) |
(6,096 |
) | ||
Dividends paid on common stock |
|
(268,186 |
) |
(260,686 |
) | ||
Issuance of noncontrolling interests |
|
2,200 |
|
1,626 |
| ||
Distributions to noncontrolling interests |
|
(4,889 |
) |
(4,124 |
) | ||
Net cash (used in) provided by financing activities |
|
(354,402 |
) |
51,722 |
| ||
Effect of foreign exchange on cash and cash equivalents |
|
(293 |
) |
(144 |
) | ||
Net decrease in cash and cash equivalents |
|
(251,835 |
) |
(46,640 |
) | ||
Cash and cash equivalents, beginning of period |
|
346,500 |
|
183,810 |
| ||
Cash and cash equivalents, end of period |
|
$ |
94,665 |
|
$ |
137,170 |
|
HCP, Inc.
Funds From Operations(1)
In thousands, except per share data
(Unaudited)
|
|
Three Months Ended |
| ||||
|
|
2016 |
|
2015 |
| ||
Net income (loss) applicable to common shares |
|
$ |
115,762 |
|
$ |
(240,949 |
) |
Depreciation and amortization |
|
141,322 |
|
114,522 |
| ||
Other depreciation and amortization(2) |
|
2,962 |
|
6,684 |
| ||
Taxes associated with real estate disposition(3) |
|
53,177 |
|
|
| ||
Gain on sales of real estate |
|
|
|
(6,264 |
) | ||
Equity loss (income) from unconsolidated joint ventures |
|
908 |
|
(13,601 |
) | ||
FFO from unconsolidated joint ventures |
|
10,378 |
|
24,849 |
| ||
Noncontrolling interests and participating securities share in earnings |
|
3,983 |
|
3,446 |
| ||
Noncontrolling interests and participating securities share in FFO |
|
(9,226 |
) |
(6,259 |
) | ||
FFO applicable to common shares |
|
$ |
319,266 |
|
$ |
(117,572 |
) |
Distributions on dilutive convertible units |
|
3,583 |
|
|
| ||
Diluted FFO applicable to common shares |
|
$ |
322,849 |
|
$ |
(117,572 |
) |
|
|
|
|
|
| ||
Diluted FFO per common share |
|
$ |
0.68 |
|
$ |
(0.26 |
) |
|
|
|
|
|
| ||
Weighted average shares used to calculate diluted FFO per share |
|
472,186 |
|
460,880 |
| ||
Impact of adjustments to FFO: |
|
|
|
|
| ||
Other impairment(4) |
|
$ |
|
|
$ |
478,464 |
|
Transaction-related items and other |
|
2,518 |
|
3,390 |
| ||
|
|
$ |
2,518 |
|
$ |
481,854 |
|
|
|
|
|
|
| ||
FFO as adjusted applicable to common shares |
|
$ |
321,784 |
|
$ |
364,282 |
|
Distributions on dilutive convertible units and other |
|
3,579 |
|
3,194 |
| ||
Diluted FFO as adjusted applicable to common shares |
|
$ |
325,363 |
|
$ |
367,476 |
|
Per common share impact of adjustments on diluted FFO |
|
$ |
0.01 |
|
$ |
1.05 |
|
|
|
|
|
|
| ||
Diluted FFO as adjusted per common share |
|
$ |
0.69 |
|
$ |
0.79 |
|
|
|
|
|
|
| ||
Weighted average shares used to calculate diluted FFO as adjusted per share |
|
472,186 |
|
467,229 |
|
_____________________________
(1) We believe Funds From Operations (FFO) is an important supplemental measure 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 developed by the REIT industry to address this issue. FFO as defined by the NAREIT is net income (loss) applicable to common shares (computed in accordance with U.S. generally accepted accounting principles or GAAP), excluding gains or losses from sales of depreciable property, including any 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 after adjustments for joint ventures. Adjustments for joint ventures are calculated to reflect FFO on the same basis. FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). We compute 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 ours. FFO as adjusted represents FFO before the impact of severance-related charges, impairments (recoveries) of non-depreciable assets, foreign currency remeasurement losses (gains) and transaction-related items. Transaction-related items include acquisition and pursuit costs (e.g., due diligence and closing) and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities. Management believes that FFO as adjusted provides a meaningful supplemental measurement of our FFO run-rate. This measure is a modification of the NAREIT definition of FFO and should not be used as an alternative to net income (loss) (determined in accordance with GAAP) or NAREIT FFO.
(2) Other depreciation and amortization includes DFL depreciation and lease incentive amortization (reduction of straight-line rents) for the consideration given to terminate the 30 purchase options of the 153-property amended lease portfolio in the 2014 Brookdale transaction. Beginning January 2016, we changed our accounting treatment for the HCRMC DFL investments to recognize rental income on a cash basis. As such, we no longer recognize non-cash depreciation related to the HCRMC DFL investments.
(3) For the three months ended March 31, 2016, net income includes $53 million, of which $49 million relates to the HCRMC real estate portfolio, of income tax expense associated with state built-in gain tax payable upon the disposition of specific real estate assets. See Note 5 to the Consolidated Financial Statements for the quarter ended March 31, 2016 included in our Quarterly Report on Form 10-Q.
(4) For the three months ended March 31, 2015, other impairment of $478 million relates to our HCRMC DFL investments.
HCP, Inc.
Funds Available for Distribution(1)
In thousands, except per share data
(Unaudited)
|
|
Three Months Ended |
| ||||
|
|
2016 |
|
2015 |
| ||
FFO as adjusted applicable to common shares |
|
$ |
321,784 |
|
$ |
364,282 |
|
Amortization of market lease intangibles, net |
|
(468 |
) |
(378 |
) | ||
Amortization of deferred compensation |
|
5,345 |
|
6,165 |
| ||
Amortization of deferred financing costs, net |
|
5,280 |
|
4,752 |
| ||
Straight-line rents |
|
(7,576 |
) |
(9,546 |
) | ||
DFL non-cash interest(2) |
|
664 |
|
(20,304 |
) | ||
Other depreciation and amortization |
|
(2,962 |
) |
(6,684 |
) | ||
Deferred revenues tenant improvement related |
|
(477 |
) |
(744 |
) | ||
Deferred revenues additional rents |
|
(142 |
) |
(158 |
) | ||
Leasing costs and tenant and capital improvements |
|
(19,291 |
) |
(11,540 |
) | ||
Lease restructure payments(3) |
|
6,294 |
|
5,135 |
| ||
Joint venture adjustments CCRC entrance fees(4) |
|
7,166 |
|
6,193 |
| ||
Joint venture and other FAD adjustments(2) |
|
(6,579 |
) |
(17,592 |
) | ||
FAD applicable to common shares |
|
$ |
309,038 |
|
$ |
319,581 |
|
Distributions on dilutive convertible units |
|
3,583 |
|
3,568 |
| ||
|
|
|
|
|
| ||
Diluted FAD applicable to common shares |
|
$ |
312,621 |
|
$ |
323,149 |
|
|
|
|
|
|
| ||
Diluted FAD per common share |
|
$ |
0.66 |
|
$ |
0.69 |
|
|
|
|
|
|
| ||
Weighted average shares used to calculate diluted FAD per common share |
|
472,186 |
|
467,229 |
|
____________________________________________
(1) Funds Available for Distribution (FAD) is defined as FFO as adjusted after excluding the impact of the following: (i) amortization of acquired market lease intangibles, net; (ii) amortization of deferred compensation expense; (iii) amortization of deferred financing costs, net; (iv) straight-line rents; (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 is: (i) 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 our share of FAD from our unconsolidated joint ventures and those related to CCRC non-refundable entrance fees. Other REITs or real estate companies may use different methodologies for calculating FAD, and accordingly, our FAD may not be comparable to those reported by other REITs. Although our FAD computation may not be comparable to that of other REITs, management believes FAD provides a meaningful supplemental measure of our performance and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. FAD does not represent cash generated from operating activities determined in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered as an alternative to net income (loss) determined in accordance with GAAP.
(2) For the quarter ended March 31, 2015, DFL non-cash interest reflects an elimination of $16 million. Our equity investment in HCRMC is accounted for using the equity method, which requires an elimination of DFL income that is proportional to our ownership in HCRMC. Further, our share of earnings from HCRMC (equity income) increases for the corresponding elimination of related lease expense recognized at the HCRMC entity level, which we present as a non-cash joint venture FAD adjustment. Beginning January 2016, equity income is recognized only if cash distributions are received from HCRMC; as a result, we no longer eliminate our proportional ownership share of income from DFLs to equity income (loss) from unconsolidated joint ventures for our equity investment in HCRMC.
(3) Over a period of three years from the closing of the 2014 Brookdale Transaction, we will receive installment payments valued at $55 million for terminating the leases on the HCP owned 49-property portfolio; we include these installment payments in FAD as the payments are collected.
(4) Represents our 49% share of non-refundable entrance fees included in FAD as the fees are collected by our CCRC JV.
HCP, Inc.
Net Operating Income and Same Property Performance(1)(2)
Dollars in thousands
(Unaudited)
|
|
Three Months Ended |
| ||||
|
|
2016 |
|
2015 |
| ||
Net income (loss) |
|
$ |
119,745 |
|
$ |
(237,503 |
) |
Interest income |
|
(18,029 |
) |
(33,262 |
) | ||
Investment management fee income |
|
(91 |
) |
(460 |
) | ||
Interest expense |
|
122,062 |
|
116,780 |
| ||
Depreciation and amortization |
|
141,322 |
|
114,522 |
| ||
General and administrative |
|
25,499 |
|
24,773 |
| ||
Acquisition and pursuit costs |
|
2,475 |
|
3,390 |
| ||
Impairment |
|
|
|
478,464 |
| ||
Gain on sales of real estate |
|
|
|
(6,264 |
) | ||
Other income, net |
|
(1,222 |
) |
(1,724 |
) | ||
Income tax expense (benefit)(3) |
|
53,038 |
|
(77 |
) | ||
Equity loss (income) from unconsolidated joint ventures |
|
908 |
|
(13,601 |
) | ||
NOI |
|
$ |
445,707 |
|
$ |
445,038 |
|
Non-cash adjustments to NOI |
|
(7,402 |
) |
(29,185 |
) | ||
Cash (adjusted) NOI |
|
$ |
438,305 |
|
$ |
415,853 |
|
Non-SPP cash (adjusted) NOI |
|
(35,764 |
) |
(11,156 |
) | ||
Same property portfolio cash (adjusted) NOI(2) |
|
$ |
402,541 |
|
$ |
404,697 |
|
Excluding HCRMC portfolio |
|
(113,622 |
) |
(124,769 |
) | ||
Same property portfolio cash (adjusted) NOI(2), excluding HCRMC portfolio |
|
$ |
288,919 |
|
$ |
279,928 |
|
Cash (adjusted) NOI % change SPP(2) |
|
(0.5% |
) |
|
| ||
Cash (adjusted) NOI % change SPP(2), excluding HCRMC portfolio |
|
3.2% |
|
|
|
______________________________________
(1) We believe Net Operating Income from Continuing Operations (NOI) provides investors 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. We use NOI and cash NOI to make decisions about resource allocations, assess and compare property level performance, and evaluate our same property portfolio (SPP), as described below. We believe 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, our 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.
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 of the other financial statement amounts itemized above. Cash NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles and lease termination fees. Cash NOI is oftentimes referred to as adjusted NOI.
(2) SPP statistics allow management to evaluate the performance of our real estate portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties. We identify our SPP as stabilized properties that remained in operations and were consistently reported as leased properties or operating properties (RIDEA) for the duration of the year-over-year comparison periods presented, excluding assets held for sale. Accordingly, it takes a stabilized property a minimum of 12 months in operations under a consistent reporting structure to be included in our SPP. 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. SPP NOI excludes certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis. SPP cash NOI excludes the effects of foreign exchange rate movements by using the average current period exchange rate to translate from British pound sterling into U.S. dollars for the comparison periods. A property is removed from our SPP when it is sold, placed into redevelopment or changes its reporting structure.
(3) For the three months ended March 31, 2016, net income includes $53 million, of which $49 million relates to the HCRMC real estate portfolio, of income tax expense associated with state built-in gain tax payable upon the disposition of specific real estate assets. See Note 5 to the Consolidated Financial Statements for the quarter ended March 31, 2016 included in our Quarterly Report on Form 10-Q.
HCP, Inc.
Projected Future Operations(1)
(Unaudited)
|
|
Full Year 2016 |
| ||||||
|
|
Low |
|
High |
| ||||
|
|
|
|
|
| ||||
Diluted earnings per common share |
|
$ |
1.80 |
|
|
$ |
1.86 |
|
|
Depreciation and amortization |
|
|
1.21 |
|
|
|
1.21 |
|
|
Other depreciation and amortization |
|
|
0.03 |
|
|
|
0.03 |
|
|
Taxes associated with real estate disposition |
|
|
0.11 |
|
|
|
0.11 |
|
|
Gain on sales of real estate |
|
|
(0.45) |
|
|
|
(0.45 |
) |
|
Joint venture FFO adjustments |
|
|
0.06 |
|
|
|
0.06 |
|
|
Diluted FFO per common share |
|
$ |
2.76 |
|
|
$ |
2.82 |
|
|
Transaction-related items |
|
|
0.01 |
|
|
|
0.01 |
|
|
Diluted FFO as adjusted per common share |
|
$ |
2.77 |
|
|
$ |
2.83 |
|
|
Amortization of net market lease intangibles and deferred revenues |
|
|
(0.01) |
|
|
|
(0.01 |
) |
|
Amortization of deferred compensation |
|
|
0.04 |
|
|
|
0.04 |
|
|
Amortization of deferred financing costs, net |
|
|
0.04 |
|
|
|
0.04 |
|
|
Straight-line rents |
|
|
(0.03) |
|
|
|
(0.03 |
) |
|
Other depreciation and amortization |
|
|
(0.03) |
|
|
|
(0.03 |
) |
|
Leasing costs and tenant and capital improvements |
|
|
(0.19) |
|
|
|
(0.19 |
) |
|
Lease restructure payments |
|
|
0.04 |
|
|
|
0.04 |
|
|
Joint venture adjustments CCRC entrance fees |
|
|
0.07 |
|
|
|
0.07 |
|
|
Joint venture and other FAD adjustments |
|
|
(0.05) |
|
|
|
(0.05 |
) |
|
Diluted FAD per common share |
|
$ |
2.65 |
|
|
$ |
2.71 |
|
|
_______________________________________
(1) The foregoing projections reflect managements view 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 this release. These projections do not reflect the potential impact of the spin-off transaction involving our HCRMC real estate portfolio or unannounced future acquisitions, dispositions, other impairments or recoveries, the future bankruptcy or insolvency of our operators, lessees, borrowers or other obligors, the effect of any future restructuring of our contractual relationships with such entities, gains or losses on marketable securities, ineffectiveness related to our cash flow hedges, or existing and future litigation matters including the possibility of larger than expected litigation costs and related developments. Our actual results may differ materially from the projections set forth above. The aforementioned ranges represent managements best estimates based upon the underlying assumptions as of the date of this press release. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments.
HCP, Inc.
Projected SPP Cash NOI(1)
Dollars in thousands
(Unaudited)
For the projected full year 2016 (low):
|
|
Senior |
|
Post-acute/ |
|
Life |
|
Medical |
|
|
|
|
| ||||||
|
|
Housing |
|
Skilled nursing |
|
Science |
|
Office |
|
Hospital |
|
Total |
| ||||||
NOI(2) |
|
$ |
693,900 |
|
$ |
430,600 |
|
$ |
279,200 |
|
$ |
272,200 |
|
$ |
85,500 |
|
$ |
1,761,400 |
|
Non-cash adjustments to NOI(3) |
|
(10,900 |
) |
(700 |
) |
(800 |
) |
(3,500 |
) |
1,400 |
|
(14,500 |
) | ||||||
Cash (adjusted) NOI |
|
683,000 |
|
429,900 |
|
278,400 |
|
268,700 |
|
86,900 |
|
1,746,900 |
| ||||||
Non-SPP cash (adjusted) NOI |
|
(122,800 |
) |
(10,800 |
) |
(27,600 |
) |
(25,500 |
) |
|
|
(186,700 |
) | ||||||
SPP cash (adjusted) NOI |
|
$ |
560,200 |
|
$ |
419,100 |
|
$ |
250,800 |
|
$ |
243,200 |
|
$ |
86,900 |
|
1,560,200 |
| |
Addback adjustments(4) |
|
|
|
|
|
|
|
|
|
|
|
201,200 |
| ||||||
Other income and expenses(5) |
|
|
|
|
|
|
|
|
|
|
|
227,100 |
| ||||||
Costs and expenses(6) |
|
|
|
|
|
|
|
|
|
|
|
(1,137,000 |
) | ||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
$ |
851,500 |
|
For the projected full year 2016 (high):
|
|
Senior |
|
Post-acute/ |
|
Life |
|
Medical |
|
|
|
|
| ||||||
|
|
Housing |
|
Skilled nursing |
|
Science |
|
Office |
|
Hospital |
|
Total |
| ||||||
NOI(2) |
|
$ |
701,500 |
|
$ |
435,400 |
|
$ |
282,300 |
|
$ |
275,200 |
|
$ |
86,500 |
|
$ |
1,780,900 |
|
Non-cash adjustments to NOI(3) |
|
(11,600 |
) |
(1,200 |
) |
(1,100 |
) |
(3,800 |
) |
1,275 |
|
(16,425 |
) | ||||||
Cash (adjusted) NOI |
|
689,900 |
|
434,200 |
|
281,200 |
|
271,400 |
|
87,775 |
|
1,764,475 |
| ||||||
Non-SPP cash (adjusted) NOI |
|
(124,100 |
) |
(10,900 |
) |
(28,000 |
) |
(25,800 |
) |
|
|
(188,800 |
) | ||||||
SPP cash (adjusted) NOI |
|
$ |
565,800 |
|
$ |
423,300 |
|
$ |
253,200 |
|
$ |
245,600 |
|
$ |
87,775 |
|
1,575,675 |
| |
Addback adjustments(4) |
|
|
|
|
|
|
|
|
|
|
|
205,225 |
| ||||||
Other income and expenses(5) |
|
|
|
|
|
|
|
|
|
|
|
231,100 |
| ||||||
Costs and expenses(6) |
|
|
|
|
|
|
|
|
|
|
|
(1,133,000 |
) | ||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
$ |
879,000 |
|
For the year ended December 31, 2015:
|
|
Senior |
|
Post-acute/ |
|
Life |
|
Medical |
|
|
|
|
| ||||||
|
|
Housing |
|
Skilled nursing |
|
Science |
|
Office |
|
Hospital |
|
Total |
| ||||||
NOI(2) |
|
$ |
669,938 |
|
$ |
533,109 |
|
$ |
272,767 |
|
$ |
255,675 |
|
$ |
84,391 |
|
$ |
1,815,880 |
|
Non-cash adjustments to NOI(3) |
|
(16,127 |
) |
(78,738 |
) |
(10,128 |
) |
(5,025 |
) |
1,060 |
|
(108,958 |
) | ||||||
Cash (adjusted) NOI |
|
653,811 |
|
454,371 |
|
262,639 |
|
250,650 |
|
85,451 |
|
1,706,922 |
| ||||||
Non-SPP cash (adjusted) NOI |
|
(99,686 |
) |
(30,614 |
) |
(26,888 |
) |
(12,429 |
) |
(4 |
) |
(169,621 |
) | ||||||
SPP cash (adjusted) NOI |
|
$ |
554,125 |
|
$ |
423,757 |
|
$ |
235,751 |
|
$ |
238,221 |
|
$ |
85,447 |
|
1,537,301 |
| |
Addback adjustments(4) |
|
|
|
|
|
|
|
|
|
|
|
278,579 |
| ||||||
Other income and expenses(5) |
|
|
|
|
|
|
|
|
|
|
|
201,162 |
| ||||||
Costs and expenses(6) |
|
|
|
|
|
|
|
|
|
|
|
(1,113,712 |
) | ||||||
Impairments, net |
|
|
|
|
|
|
|
|
|
|
|
(1,403,853 |
) | ||||||
Impairment of investments in unconsolidated joint ventures |
|
|
|
|
|
|
|
(45,895 |
) | ||||||||||
Net loss |
|
|
|
|
|
|
|
|
|
|
|
$ |
(546,418 |
) |
Projected SPP cash (adjusted) NOI change for the full year 2016:
|
|
Senior |
|
Post-acute/ |
|
Life |
|
Medical |
|
|
|
|
|
|
|
Housing |
|
Skilled nursing |
|
Science |
|
Office |
|
Hospital |
|
Total |
|
Low |
|
1.1% |
|
(1.1%) |
|
6.4% |
|
2.1% |
|
1.7% |
|
1.5% |
|
High |
|
2.1% |
|
(0.1%) |
|
7.4% |
|
3.1% |
|
2.7% |
|
2.5% |
|
_______________________________________
(1) The foregoing projections reflect managements view 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 this release. These projections do not reflect the potential impact of the spin-off transaction involving our HCRMC real estate portfolio or unannounced future acquisitions, dispositions, other impairments or recoveries, the future bankruptcy or insolvency of our operators, lessees, borrowers or other obligors, the effect of any future restructuring of our contractual relationships with such entities, gains or losses on marketable securities, ineffectiveness related to our cash flow hedges, or existing and future litigation matters including the possibility of larger than expected litigation costs and related developments. Our actual results may differ materially from the projections set forth above. The aforementioned ranges represent managements best estimates based upon the underlying assumptions as of the date of this press release. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments.
(2) Represents rental and related revenues, including tenant recoveries, resident fees and services, and income from DFLs, less property level operating expenses.
(3) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles and lease termination fees.
(4) Represents non-cash adjustments to NOI and non-SPP cash (adjusted) NOI.
(5) Represents interest income, investment management fee income, gain on sales of real estate, other income, net, income taxes and equity income (loss) from unconsolidated joint ventures.
(6) Represents interest expense, depreciation and amortization, general and administrative expenses, and acquisition and pursuit costs.
No reconciliations of projected senior housing RIDEA portfolio SPP Cash NOI growth and consolidated SPP Cash NOI growth, excluding HCRMC, are included in this release because we are unable to quantify certain amounts that would be required to be included in the comparable GAAP financial measures without unreasonable efforts, and we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors.
Exhibit 99.2
supplemental report first quarter 2016 Building He althy P ar tner ships The Solana Doylestown Warrington, PA T H E O N LY R E I T I N T H E S & P 5 0 0 ® DIVIDEND ARISTOCRATS® I NDE X THE FIR S T HEALTHC ARE REIT S&P 500 IN THE 1 DRIVING SUSTAINABLE ECONOMIES
Vision 3 Sustainability 4 Summary 5 Heat Map - Triple-Net Master Lease Profile 7 Credit Profile 8 Capitalization 10 Indebtedness and Ratios 12 Investments and Dispositions 14 Portfolio Portfolio Summary 17 Senior Housing 22 Post-Acute/Skilled 28 Life Science 32 Medical Office 35 Hospital 37 Unconsolidated Joint Ventures 38 Entrance Fee CCRC Portfolio 39 Definitions 41 TABLE OF Contents Reconciliations 45 Company Information 47 Forward-Looking Statements & Risk Factors 48 2
VISION Building Healthy Partnerships LIFE S CIENCE FOR BOTH OPERATORS AND INVESTORS, HCP IS YOUR TRUSTED CAPITAL PARTNER IN A DYNAMIC HEALTHCARE ENVIRONMENT RESEAR CH MEDIC AL OFFICE SENIOR HOUSING SENIOR HOUSING ATIVE MEDICINE $$2234BB INVES TMENT P OR TF OLIO SENIOR C ARE HO SPITALIZATION RE CO VER Y P O S T-ACUTE + HO SPITAL S Execution & Investment Insights for Customers Long-term Performance for Investors Value our relationships with healthcare operators Deliver long-term growth through market cycles Focus on operations with market insights that deliver more than just capital Add and build upon leading healthcare relationships with sector-focused professionals Understand that operations drive the value of real estate Provide diversified capital allocation across the large, growing healthcare real estate segment Invest for the long-term Provide robust future growth Deliver quickly without surprises Dividend Aristocrat Committed to sustainability in our facilities Provide a consistent source of capital at a competitive cost 3
THIS QUAR TER Sustainability Named 2016 Industry Mover and to the Sustainability Yearbook for performance on 2015 Dow Jones Sustainability Index (DJSI) Assessment The Industry Mover designation is given to the company achieving the largest improvement in sustainability performance in its industry on the DJSI Assessment Featured in the Sustainability Yearbook which includes companies that scored within the top 15% of their industry on the DJSI Assessment, and features the worlds most sustainable companies 4 HCP sponsored and its employees participated in the Go Red for Women campaign. We are proud to support one of the nations largest events to raise awareness and funds for the American Heart Association. Published our 2nd combined Annual and Sustainability Report and our 5th annual Sustainability Report in connection with the GRI framework.
THE NUMBER S Summary As of and for the quarter ended March 31, 2016, dollars in thousands, except per share data PORTFOLIO INCOME 5% Hospital Three Months Ended March 31, 2016 2015 14% Medical office NOI 445,707 445,038 Year-Over-Year SPP Cash NOI % change (0.5)% 3.5% 40% Senior housing Adjusted EBITDA $ 451,923 $ 484,517 15% $473.4M Life science Diluted FFO as adjusted per common share 0.69 0.79 Diluted EPS 0.25 (0.52) FFO as Adjusted Payout Ratio 83% 72% Financial Leverage(2) 45.5% 42.9% 26% Post-acute/skilled INVESTMENT PORTFOLIO March 31, 2016 Post-acute/skilled 305 5,126,061 Medical office 228 3,646,926 (1) Excludes the HCR ManorCare, Inc. (HCRMC) master lease (as amended, the Amended Master Lease effective April 1, 2015). (2) Reflects the adoption of ASU 2015-03 and ASU 2015-15, which require certain debt issuance costs to be presented as a direct deduction to the related debt liability. 1,200 $ 23,316,184 5 Hospital 16 594,085 Life science 118 3,708,392 Property Count Investment Portfolio Senior housing 533 $ 10,240,720 Adjusted Fixed Charge Coverage 3.6x 4.0x FAD Payout Ratio 87%82% Dividends per common share 0.575 0.565 Diluted FAD per common share 0.66 0.69 Diluted FFO per common share 0.68 (0.26) Year-Over-Year SPP Cash NOI % growth, excluding HCRMC(1)3.2% Cash NOI 438,305 415,853 Revenues $ 640,782 $ 610,791
Portfolio Summary As of and for the quarter ended March 31, 2016, dollars in thousands Property Portfolio Post-acute/skilled 4,338,095 106,355 Medical office 3,507,004 65,876 $ 21,226,994 $ 438,305 Senior housing $ 90,997 $ 1,851 $ 869,813 $ 18,029 Senior housing(2) $ 60,411 $ Medical office 130,841 Unconsolidated JVs Post-acute/skilled 9,150 404 Medical office 9,081 322 Total Post-acute/skilled 5,126,061 122,937 (1) Portfolio Income includes $6.1 million related to the first tranche of the purchase option exercised by Genentech that is held for sale as of March 31, 2016, and is therefore excluded from Investment. (2) Includes $13.2 million related to two unconsolidated joint ventures. Medical office 3,646,926 66,198 $ 23,316,184 $ 473,378 6 Hospital 594,085 21,974 Life science(1) 3,708,392 72,952 Senior housing $ 10,240,720 $ 189,317 $ 884,006 $ 17,044 Life science 87,643 1,420 Senior housing $ 778,132 $ 14,898 $ 335,371 $ Life science 144,119 Developments Post-acute/skilled778,816 16,178 Debt Investments Hospital 594,085 21,974 Life science(1) 3,476,630 71,532 Senior housing $ 9,311,180 $ 172,568 Investment Portfolio Income
HEAT MAP Triple-Net Master Lease Profile(1) 1.2% 0.4% 0.4% 0.1% 0.7% 0.1% 0.5% 0.7% 0.4% 1.0% 1.3% 0.2% 0.6% 0.5% 0.8% 0.4% 0.2% 0.1% 0.6% (3) 1.2% 0.2% 2205 0 2 4 6 8 10 12 14 16 18 TERM (YEARS TO EXPIRATION) 95% INVESTMENT TYPE: Senior Housing Post-Acute/Skilled Hospital No Corporate Guaranty % Share of HCP Annualized Revenues Master leases profiled represent 95% of triple-net Annualized Revenues(1)(2) (1) Agreements with cross-default protections are presented as a single master lease, including agreements that will be added to a master lease upon third party debt repayment. Excludes master leases with properties acquired during the period required to calculate CFC. (2) Refers to Annualized Revenues from triple-net leases in our senior housing, post-acute/skilled and hospital segments and excludes interest income and properties operated under a RIDEA structure. (3) Represents HCRMC (guarantor) fixed charge coverage for the trailing 12 months ended March 31, 2016 for their combined senior housing and post-acute/ skilled portfolios as the combined portfolio is cross-collateralized under a single master lease with a corporate guaranty. 7 EBITDAR CFC (TRAILING TWELVE MONTHS ENDED 12/31/2015) 12.00x 0.50x 0.75x 1.00x 1.25x 1.50x 0.7% 0.7% 0.5% 0.4% 0.4% 0.5% 8.3% 23.4% 0.7% 0.1% 0.2% 1.4% 0.4%
CREDIT Profile Financial Leverage Adjusted Fixed Charge Coverage 5.0x 80% 4.0x 60% 2.9x 2.9x 3.0x 2.4x 40% 2.3x 2.2x 2.0x 20% 1.0x 0% 0.0x (1) (2) Pre-CNL 2006 2007 2008 Acquisition 2009 2010 2011 2012 2013 2014 2015 1Q 2016 Pre-CNL 2006 2007 2008 2009 2010 Acquisition 2011 2012 2013 2014 2015 1Q 2016 Secured Debt Ratio Net Debt to Adjusted EBITDA 25% 12.0x 10.0x 20% 8.0x 15% 6.0x 5.4x 5.3x 5.2x 5.2x 5.1x 10% 4.0x 5% 2.0x 0.0x 0% (1) (1) Pre-CNL 2006 Acquisition 2007 2008 2009 2010 2011 2012 2013 2014 2015 1Q 2016 Pre-CNL 2006 2007 2008 Acquisition 2009 2010 2011 2012 2013 2014 2015 1Q 2016 Credit Ratings (Senior Unsecured Debt) Pre-CNL Acquisition 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 1Q 2016 Standard & Poors BBB+ BBB BBB BBB BBB BBB BBB BBB+ BBB+ BBB+ BBB+ BBB+ ( CredWtch Neg) (1) Pro forma to exclude the temporary benefit resulting from prefunding the HCRMC acquisition in December 2010. (2) Pro forma to reflect prefunding certain 2016 debt maturities in December 2015. 8 Fitch BBB+BBBBBBBBBBBBBBBBBB+BBB+BBB+BBB+BBB+BBB+ (Outlook Neg) MoodysBaa2Baa3Baa3Baa3Baa3Baa3Baa2Baa1Baa1Baa1Baa1Baa1 (Outlook Neg) 11.4x 8.7x 6.3x 6.2x 6.2x 5.6x 4.6x 21.2% 15.0% 15.7% 14.1% 11.6%12.0% 10.0% 8.3% 6.9% 5.1%4.4%4.3% 4.0x 4.1x3.9x 3.6x 3.6x 3.1x 2.6x 58.7% 57.3% 49.0% 47.5% 43.3% 45.0% 45.5% 38.0% 41.0% 40.1% 39.1% 41.5%
CREDIT Profile Same Property Cash NOI Growth Total Gross Assets (in billions) 6% $30 $25 4% 3.3% 3.2% 3.1% $20 2.1% 2.1% 2.0% 2% $15 0% $10 (2%) $5 (4%) $0 (5) 2010 (4) 2011 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 1Q 2016 Pre-CNL 2006 2007 Acquisition 2008 2009 2012 2013 2014 2015 1Q 2016 HCP(2) Major Property Sectors (3) Liquidity(6) (in billions) FFO as Adjusted Payout Ratio 90% $2.0 $1.7 80% $1.5 $1.4 $1.4 $1.3 $1.3 70% $1.0 60% $0.5 $0.3 $0.0 50% (4) (5) Pre-CNL 2006 2007 2008 2009 2010 Acquisition 20112012 2013 2014 2015 1Q 2016 Pre-CNL 2006 2007 Acquisition 2008 2009 2010 2011 2012 2013 2014 2015 1Q 2016 (1) Same property Cash NOI for the quarter ended March 31, 2016 grew 3.2%, excluding HCRMC. (2) Presented as originally reported for periods 2005 through 2015. (3) Compiled by Green Street Advisors and is available in their Commercial Property Outlook report dated February 29, 2016 (the Green Street Report); this information represents the average annual same property NOI growth equally weighted for each of five major property sectors: apartment, industrial, mall, office and strip center. The Companys definitions of SPP and NOI may not be comparable to the measures compiled in the Green Street Report, as different methodologies may be used to define or calculate inputs to the growth rates presented. (4) Pro forma to exclude the temporary benefit resulting from prefunding the HCRMC acquisition in December 2010. (5) Pro forma to reflect prefunding certain 2016 debt maturities in December 2015. (6) Represents the availability at each period end under the Companys bank line of credit and cash and cash equivalents (unrestricted cash). 9 $1.8 $1.6 $1.5 $1.1 $0.6 $0.4 87%86% 83% 83% 83% 80% 77% 71% 72%70% 72%72% 4.6% 4.6% 4.8% 4.0% 4.2% 4.1%4.2% 3.7% 3.9% 2.4%2.6% 2.7% 1.6% 0.5% (0.6%) (0.5%) (1) (2.8%) $24.5 $24.6 $24.9 $22.0 $22.5 $19.2 $13.7 $13.2 $13.8 $14.2 $10.6 $4.6
Capitalization Dollars and shares in thousands, except price per share data TOTAL DEBT March 31, 2016 December 31, 2015 March 31, 2015 Term loans(2)(3) 511,737 524,807 527,601 Mortgage debt(2) 895,289 932,212 978,453 Consolidated Debt $ 10,935,944 $ 11,069,003 $ 9,942,545 HCPs share of unconsolidated JV other debt 191,323 192,600 174,018 Cash and cash equivalents (94,665) (346,500) (137,170) Net Debt $ 11,177,591 $ 11,063,164 $ 10,251,301 TOTAL MARKET CAPITALIZATION March 31, 2016 Shares Value Total Value Convertible partnership (DownREIT) units(4) 5,876 32.58 191,440 Consolidated Debt 10,935,944 HCPs share of unconsolidated JV debt 368,277 (1) Includes £275.0 million, £269.5 million and £241.5 million translated into U.S. dollars at March 31, 2016, December 31, 2015 and March 31, 2015, respectively. (2) Reflects the adoption of ASU 2015-03 and ASU 2015-15, which require certain debt issuance costs to be presented as a direct deduction to the related debt liability. (3) Represents £357.0 million translated into U.S. dollars. (4) Convertible partnership (DownREIT) units are exchangeable for an amount of cash based on the then-current market value of shares of the Companys common stock at the time of conversion or, at the Companys election, shares of the Companys common stock. 10 Total Market Capitalization $ 26,708,078 Total Market Equity and Consolidated Debt $ 26,339,801 Total Market Equity $ 15,403,857 Common stock (NYSE: HCP)466,925 $ 32.58 $ 15,212,417 HCPs share of unconsolidated JV cash and cash equivalents (31,965) (24,214) (31,230) Total Debt $ 11,304,221 $ 11,433,878 $ 10,419,701 HCPs share of unconsolidated JV mortgage debt(2) 176,954 172,275 303,138 Other debt 95,229 94,445 95,747 Senior unsecured notes(2) 8,623,376 9,120,107 7,982,189 Bank line of credit(1) $ 810,313 $ 397,432 $ 358,555
Capitalization Common Stock and Equivalents In thousands Common stock equivalent securities: Dilutive impact of options 57 57 57 57 Total common stock and equivalents 473,908 466,262 472,186 472,186 11 Hoag Hospital Irvine, CA Convertible partnership units 5,876 5,924 5,924 Restricted stock and units 1,050 131 131 131 Shares Outstanding March 31, 2016 Weighted Average Shares Three Months Ended March 31, 2016 Diluted Diluted Diluted EPSFFOFAD Common stock 466,925 466,074 466,074 466,074
Indebtedness and Ratios As of March 31, 2016, dollars in thousands DEBT MATURITIES AND SCHEDULED PRINCIPAL REPAYMENTS (AMORTIZATION) Senior Unsecured Notes HCPs Share of Unconsolidated JV Debt Mortgage Debt Total Debt 2017 750,000 6.02 581,891 6.08 1,331,891 63,074 3.01 1,394,965 5.91 2019 316,250 450,000 3.97 2,072 N/A 768,322 1,095 N/A 769,417 3.12 2021 1,200,000 5.54 9,384 5.39 1,209,384 12,276 5.49 1,221,660 5.54 2023 800,000 4.45 964 N/A 800,964 84 N/A 801,048 4.45 2025 1,350,000 3.94 1,103 N/A 1,351,103 18,064 3.87 1,369,167 3.94 Subtotal $ 810,313 $ 513,188 $8,700,000 $ 895,208 $ 10,918,709 $ 176,235 $ 11,094,944 (Discounts), premiums and debt costs, net (1,451) (76,624) 81 (77,994) 719 (77,275) Weighted average interest rate % 1.68 1.95 4.72 6.22 4.48 3.49 4.47 (1) Includes £275.0 million translated into U.S. dollars at March 31, 2016. (2) Represents £137.0 million in 2016 and £220.0 million in 2019, both translated into U.S. dollars at March 31, 2016. (3) Relates to maturing amounts. (4) Mortgage debt attributable to noncontrolling interests at March 31, 2016 was $51.0 million, excluding DownREITs. (5) Reflects pro rata share of mortgage and other debt in the Companys unconsolidated joint ventures. (6) Represents non-interest bearing Entrance Fee deposits at certain of the Companys senior housing facilities and demand notes that have no scheduled maturities. 12 Weighted average maturity in years 2.00 1.82 6.11 2.22 5.28 4.16 5.26 Total $ 810,313 $ 511,737 $8,623,376 $ 895,289 $ 10,935,944 $ 368,277 $ 11,304,221 Other debt(6) 95,229 191,323 286,552 Thereafter 300,000 6.88 47,708 4.88 347,708 2,993 3.90 350,701 6.58 2024 1,150,000 4.12 1,031 N/A 1,151,031 87 N/A 1,151,118 4.12 2022 900,000 3.93 902 N/A 900,902 14,688 4.39 915,590 3.93 2020 800,000 2.79 2,078 5.14 802,078 34,095 3.50 836,173 2.83 2018 810,313 600,000 6.81 6,583 5.90 1,416,896 28,097 2.94 1,444,993 3.86 Bank Line of Credit(1) Term Loans(2) Amounts Rates %(3) Consolidated Amounts(4) Rates %(3)Debt Amounts(5) Rates %(3) Amounts Rates %(3) 2016 $ $ 196,938 $ 400,000 6.49 $ 241,492 6.97 $ 838,430 $ 1,682 N/A $ 840,112 5.55
Indebtedness and Ratios March 31, 2016 December 31, 2015 Consolidated Debt/Consolidated Gross Assets(1) 46.1% 45.6% Consolidated Secured Debt/Consolidated Gross Assets 3.8% 3.9% Fixed Rate Total Debt 92.1% 95.8% 100% 100% FINANCIAL COVENANTS AS OF MARCH 31, 2016(3) Bank Line of Credit Secured Debt Ratio No greater than 30% 5% Fixed Charge Coverage Ratio (12 months) No less than 1.50x 3.7x (1) December 31, 2015 metrics are pro forma to reflect prefunding certain 2016 debt maturities in December 2015. (2) $70.5 million of variable-rate mortgage debt and £357.0 million of term loans are presented as fixed-rate debt as the interest payments under such debt have been swapped (pay fixed and receive float) using derivative financial instruments. (3) Calculated based on the definitions contained in the credit agreement, which may differ from similar terms used in the Companys 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 Companys consolidated amounts and its proportionate share of unconsolidated investees. 13 Unsecured Leverage Ratio No greater than 60%49% Requirement Actual Compliance Leverage Ratio No greater than 60%46% Variable Rate Total Debt 7.9%4.2% Fixed and Variable Rate Ratios:(2) Secured Debt Ratio (Total Secured Debt/Total Gross Assets)4.3%4.4% Financial Leverage (Total Debt/Total Gross Assets)(1)45.5% 45.0%
Investments For the quarter ended March 31, 2016, dollars in thousands INVESTMENTS Description Development commitments 222,330 Investments in unconsolidated joint ventures 14,500 Chancellor Gardens at Clearfield Clearfield, UT 14 Total Investments $ 364,260 Debt Investments 17,007 Investment in real estate assets$ 110,423
Acquisitions and Dispositions For the quarter ended March 31, 2016, dollars and square feet in thousands ACQUISITIONS AND DISPOSITIONS Property Count Investment/ Sales Price(1) Location/Portfolio Date Capacity Segment Senior housing/ Post-acute/skilled Various January 484 Units/Beds 6 $ 95,471 Developments: The Woodlands, TX January 170 Sq. Ft. 1 Medical office 37,050 Maria Mallaband (Affiliate) March Senior housing 17,007 Clearfield, UT - MBK JV March 130 Units 1 Senior housing 14,500 Senior housing/ Post-acute/skilled Various - HCRMC January, February 1,046 Beds 11 $ 62,269 $ 67,269 South San Francisco, CA(4) March 457 Sq. Ft. 4 Life science $ 311,300 (1) Adjusted to reflect the Companys pro rata share of unconsolidated joint ventures, as applicable. (2) During the first quarter of 2016, the Company also acquired two assets from HCRMC for $91.8 million. HCRMC used the proceeds from the sales to reduce its lease obligation to the Company in accordance with the HCRMC Amended Master Lease. (3) In January 2016, the Company sold its 20% interest in a hospital that was held for sale as of December 31, 2015. (4) In January 2016, the Company entered into a purchase and sale agreement with Genentech who exercised their purchase option to acquire a life science portfolio in South San Francisco. The first tranche of the portfolio which includes four properties representing 457,000 square feet, is expected to close in November 2016 for a sales price of $311.3 million and is reported as held for sale as of March 31, 2016. The second tranche which includes four properties representing 337,000 square feet, is expected to close in July 2018 for a sales price of $269.4 million and remains in the Companys operating portfolio as of March 31, 2016. 15 ASSETS HELD FOR SALE: Denton, TX - HCP Ventures IV(3) January 22 Beds 1Hospital 5,000 DISPOSITIONS: $364,260 Investments in Unconsolidated JV: Debt Investments: South San Francisco, CA January 230 Sq. Ft. 2Life science 185,280 Easton, PAFebruary 64 Beds1 Senior housing 14,952 ACQUISITIONS:(2)
Developments and Capital Expenditures As of and for the quarter ended March 31, 2016, dollars and square feet in thousands DEVELOPMENT PROJECTS IN PROCESS Estimated Total Investment Estimated Completion Date Investment to Date Name of Project Location Segment Capacity Memorial Hermann - Pearland II(1) Pearland, TX Medical office 88 Sq. Ft. 2Q 2016 $ 16,699 $ 12,087 Sky Ridge(1) Lone Tree, CO Medical office 100 Sq. Ft. 2Q 2016 25,252 22,284 Vintage Park - JV Houston, TX Senior housing 117 Units 3Q 2016 24,310 11,298 Memorial Hermann - Woodlands Plaza IV The Woodlands, TX Medical office 170 Sq. Ft. 1Q 2017 37,050 3,983 The Cove at Oyster Point - Phase II South San Francisco, CA Life science 230 Sq. Ft. 3Q 2017 185,280 29,076 Bayfront(2) St. Petersburg, FL Medical office 117 Sq. Ft. 2Q 2016 22,070 13,705 $ 646,587 $ 335,371 LAND HELD FOR DEVELOPMENT Estimated Rentable Sq. Ft. Primary Segment Gross Site Acreage Investment to Date Primary Location PLACED IN SERVICE Name of Project Location Segment Capacity Various(1) CAPITAL EXPENDITURES Various Medical office 72 Sq. Ft. $ 120,458 (1) During the quarter ended March 31, 2016, 72,000 square feet were placed in service as tenants took occupancy in the Pearland II, Sky Ridge and Cypress medical office developments. (2) Represents a portion of the facility. 16 Total fundings for development, tenant and capital improvements including HCPs share of unconsolidated joint ventures Robin Run Village - CCRC JVIndianapolis, INSenior housing 69 Units California - Bay Area & San Diego Life science 129 2,624 $ 299,907 Folsom Sacramento, CA Medical office 92 Sq. Ft.2Q 2016 64,650 63,824 Redevelopment: Oakmont Village - JVSanta Rosa, CA Senior housing 74 Units 1Q 2017 11,600 1,931 The Cove at Oyster Point - Phase ISouth San Francisco, CA Life science 247 Sq. Ft.3Q 2016 184,314 115,043 Memorial Hermann - Cypress(1) Cypress, TXMedical office 121 Sq. Ft.2Q 2016 27,672 14,958 Deer ParkDeer Park, ILSenior housing 180 Units 2Q 2016 47,690 47,182 Development:
Portfolio Summary As of and for the quarter ended March 31, 2016, dollars and square feet in thousands Property Count Cash NOI Age (Years) Occupancy % EBITDARM CFC EBITDAR CFC Property Portfolio Investment Capacity Senior housing - operating 108 2,700,410 51,873 21 15,403 Units 88.4 N/A N/A Life science(2) 114 3,476,630 71,532 19 7,094 Sq. Ft. 98.0 N/A N/A Hospital 16 594,085 21,974 30 2,247 Beds 55.5 6.44x 6.00x Interest Income Debt Investments Investment Post-acute/skilled 778,816 16,178 Total $ 22,096,807 $ 456,334 (1) CFC is not presented for HCRMC senior housing and post-acute/skilled portfolios as the combined portfolio is cross-collateralized under a single master lease with a corporate guaranty. For additional information, see the HCR ManorCare Portfolio Summary. (2) Cash NOI includes $6.1 million related to the first tranche of the purchase option exercised by Genentech that is held for sale as of March 31, 2016, and is therefore excluded from all other metrics presented. 17 $ 869,813 $ 18,029 Senior housing $ 90,997 $ 1,851 1,168 $ 21,226,994 $ 438,305 24 Medical office 227 3,507,004 65,876 22 17,117 Sq. Ft. 91.2 N/A N/A Post-acute/skilled301 4,338,095 106,355 34 37,212 Beds83.7 1.83x (1)1.39x (1) Senior housing 402 $ 6,610,770 $ 120,695 20 35,505 Units 87.0 1.27x (1)1.07x (1)
Regency Oaks Clearwater, FL Portfolio Summary For the quarter ended March 31, 2016, dollars in thousands NOI, CASH NOI AND INTEREST INCOME Rental and Operating Revenues Operating Expenses Cash NOI(2) Interest Income Cash NOI and Interest Income Segment NOI(2) Post-acute/skilled 107,190 564 106,626 106,355 16,178 122,533 Medical office 108,994 42,313 66,681 65,876 65,876 $ 622,662 $ 176,955 $ 445,707 $ 438,305 $ 18,029 $ 456,334 (1) Includes revenues of $165.8 million and operating expenses of $113.9 million for the three months ended March 31, 2016 related to 108 assets operated under a RIDEA structure by Brookdale Senior Living, Inc. (Brookdale). (2) Includes $8.8 million attributable to noncontrolling interests, excluding DownREITs. 18 Hospital 22,870 1,199 21,671 21,974 21,974 Life science 88,948 16,743 72,205 71,532 71,532 Senior housing(1) $ 294,660 $ 116,136 $ 178,524 $ 172,568 $ 1,851 $ 174,419
Portfolio Diversification As of and for the quarter ended March 31, 2016, dollars in thousands CASH NOI BY STATE Senior Housing Post-Acute/ Skilled Life Science Medical Office % of Total State Properties Hospital Total TX 121 24,072 1,336 18,394 7,883 51,685 12 PA 58 2,179 24,214 4,517 30,910 7 CO 34 9,455 2,074 4,983 373 16,885 4 VA 34 8,686 4,290 1,011 13,987 3 MI 39 2,921 10,114 13,035 3 1,168 $ 172,568 $ 106,355 $ 71,532 $ 65,876 $ 21,974 $ 438,305 100 OPERATOR/TENANT DIVERSIFICATION Annualized Revenues Company Primary Segment Amount % Brookdale Senior housing 440,393 23 HCA Medical office 76,150 4 Amgen Life science 46,342 2 Genentech Life science 21,652 1 $ 1,926,492 100 19 Other 705,601 37 Tandem/Consulate Health Care Post-acute/skilled37,8952 HC-One Post-acute/skilled48,6523 Sunrise Senior Living Senior housing97,8195 HCRMC Post-acute/skilled$ 451,988 23 Other 462 66,224 25,620 6,266 24,916 6,779 129,805 29 WA 29 4,112 3,100 5,831 13,0433 OH 75 4,678 11,961 192 16,8314 IL47 8,320 9,788 332 18,4404 FL106 25,365 8,473 3,416 1,946 39,2009 CA 163 $ 16,556 $ 5,385 $ 65,266 $ 2,284 $ 4,993 $ 94,484 22
Same Property Portfolio As of March 31, 2016, dollars in thousands THREE-MONTH SPP Post-acute/skilled 279 4,134,774 95 82.6% 84.4% (22.2)% (10.5)% 82.6% 82.7% (16.5)% % Medical office 212 3,017,592 86 90.8% 90.6% 1.2% 3.3% 90.8% 91.3% (0.6)% (1.3)% Total Portfolio 1,063 $ 19,218,872 91 (5.7)% (0.5)% (6.1)% (1.6)% 20 Total Portfolio excluding HCRMC 2.2%3.2%(0.9)%(2.2)% Hospital 16 594,085 100 53.3% 54.3% 2.2%2.4%53.3% 54.0% 2.1%2.1% Life science 108 3,386,199 97 98.0% 95.5% 5.3%9.6%98.0% 98.2% 2.1%3.9% Percent of Property Property Count Investment Portfolio Year-Over-Year Sequential Occupancy NOI Growth Occupancy NOI Growth 1Q16 1Q15 GAAP Cash 1Q16 4Q15 GAAP Cash Senior housing 448 $ 8,086,222 87 86.7% 88.1% 0.3%1.3%86.7% 86.9% (4.4)%(5.4)%
Expirations and Maturities As of March 31, 2016, dollars in thousands ANNUALIZED REVENUES - LEASE EXPIRATIONS(1) Senior Housing(2) Post-Acute/ Skilled Life Science(3) Medical Office Year Total % of Total Hospital 2017 107,445 7 9,273 29,792 55,523 12,857 2019 96,979 6 9,224 19,056 19,648 41,691 7,360 2021 75,986 5 10,953 42,105 21,402 1,526 2023 72,864 4 24,129 38,147 10,588 2025 79,244 5 9,432 16,011 27,991 25,810 $ 1,647,810 100 $ 516,645 $ 427,174 $ 264,790 $ 354,532 $ 84,669 ANNUALIZED REVENUES - DEBT INVESTMENT MATURITIES(1) Senior Housing Post-Acute/ Skilled Year Total 2017 5,910 3,176 2,734 2019 30,605 30,605 2021 199 199 (1) Assumes that renewals, purchase options, borrower prepayments and tenant options are not exercised unless otherwise indicated. (2) Excludes $207.5 million of annualized NOI related to 108 facilities operated under a RIDEA structure by Brookdale. (3) Includes $19.5 million in 2018 related to the second tranche of the purchase option exercised by Genentech that is expected to close in July 2018. The first tranche is held for sale as of March 31, 2016, and is therefore excluded from the operating portfolio. (4) Includes month-to-month and holdover leases. 2023 2025 $ 71,188 $ 7,075 $ 64,113 21 Thereafter 2024 2022 912 912 2020 2018 32,266 1,691 30,575 2016 $ 1,296 $ 1,296 $ Thereafter 739,826 45 311,946 396,694 10,649 16,379 4,158 2024 69,073 4 33,136 1,208 7,927 13,232 13,570 2022 55,944 3 2,157 3,274 18,288 20,652 11,573 2020 120,339 7 41,266 6,942 15,023 49,293 7,815 2018 164,268 10 51,745 61,015 51,508 2016(4) $ 65,842 4 $ 13,384 $ $ 6,185 $ 46,273 $
As of and for the quarter ended March 31, 2016, dollars in thousands INVESTMENTS Property Count Cash NOI Occupancy % EBITDARM CFC EBITDAR CFC Property Portfolio Investment Units Assisted living 259 $ 3,429,560 $ 66,160 19,062 87.4 1.25x 1.07x CCRCs 11 527,612 9,043 3,087 85.6 1.28x 1.07x Assisted living 27 626,138 9,687 3,127 87.8 1.46x 1.13x Total Leased Portfolio 402 $ 6,610,770 $ 120,695 35,505 87.0 1.27x 1.07x Operating Properties: 510 $ 9,311,180 $ 172,568 50,908 Interest Income Debt Investments Investment Other 17,883 336 Total $ 9,402,177 $ 174,419 22 $ 90,997 $ 1,851 Participating development loans $ 73,114 $ 1,515 Various 108 2,700,410 51,873 15,403 88.4 N/A N/A HCRMC DFLs61 1,179,180 16,888 4,451 83.9 N/A N/A Direct Financing Leases: Independent living 44 848,280 18,917 5,778 88.4 1.22x 1.07x Operating Leases:
Same Property Portfolio Dollars in thousands 1Q15 2Q15 3Q15 4Q15 1Q16 Investment $ 7,743,670 $ 7,772,671 $ 7,803,414 $8,063,193 $ 8,086,222 3-month Occupancy % 88.1 87.3 86.6 86.9 86.7 EBITDAR CFC(1) 1.11x 1.11x 1.10x 1.08x 1.07x Total revenues $ 232,214 $ 233,884 $ 232,996 $ 239,919 $ 236,198 $ 157,323 $ 159,914 $ 156,380 $ 165,076 $ 157,755 Non-cash adjustments to NOI(2) (7,273) (6,714) (5,853) (4,361) (5,724) Year-Over-Year Three-Month SPP Growth 1.3% (1) EBITDARM and EBITDAR CFCs have been restated for the prior periods to include rebates and to exclude overhead allocations that are incorporated in EBITDAR CFC through an imputed 5% management fee. (2) SPP Cash NOI excludes the effects of foreign exchange rate movements by using the average current period exchange rate to translate from British pound sterling (GBP) into U.S. dollars for the comparison periods. 23 $ 150,050 $ 153,200 $ 150,527 $ 160,715 $ 152,031 Cash NOI: Operating expenses (74,891) (73,970) (76,616) (74,843) (78,443) NOI: EBITDARM CFC(1)1.31x 1.31x 1.30x 1.28x 1.27x Units 44,017 44,123 44,090 44,144 44,133 Property count 448 448 448 448 448
Lease and Debt Investment Relationships As of and for the quarter ended March 31, 2016, dollars in thousands Leased Portfolio(1) Properties Cash NOI HCRMC 1,179,180 16,854 16,888 61 100 4,451 83.9 N/A N/A Aegis Senior Living 182,152 3,944 4,270 10 80 701 88.5 1.22x 1.06x Other 862,052 15,677 15,360 79 95 5,001 89.1 1.20x 1.03x Total $ 6,701,767 $ 128,502 $ 122,546 402 97 35,505 87.0 1.27x 1.07x (1) Occupancy and CFC are reported for leased properties that have been held for the trailing 12 months ended one quarter in arrears from the date reported. CFC also excludes the HCRMC senior housing portfolio as the combined portfolio is cross-collateralized under a single master lease with a corporate guaranty. 24 $ 3,958,174 $ 66,393 $ 64,368 227 97 18,568 86.9 1.34x 1.12x Capital Senior Living 181,988 4,239 4,245 15 100 1,514 84.7 1.21x 1.07x Harbor Retirement Associates 211,802 4,697 4,580 14 100 1,346 82.8 1.55x 1.32x Sunrise Senior Living $ 1,341,000 $ 20,982 $ 19,025 48 98 5,555 89.0 1.43x 1.15x NOI andand Interest Operator InvestmentInterest Income Income Count % Pooled Occupancy EBITDARMEBITDAR Units %CFCCFC Brookdale $ 2,743,593 $ 62,109 $ 58,178 175 98 16,937 87.1 1.21x 1.04x
Brookdale* Operating Portfolio *Brookdale Senior Living, Inc. (NYSE:BKD) is headquartered in Brentwood, TN and is the leading operator of senior living communities throughout the United States (U.S.). Brookdale is committed to providing senior living solutions primarily within properties that are designed, purpose-built and operated to provide the highest quality service, care and living accommodations for residents. Brookdale operates approximately 1,150 independent living (IL), assisted living (AL) and dementia-care communities and CCRCs located in 46 states. Through its ancillary services program, Brookdale also offers a range of outpatient therapy, home health, personalized living and hospice services. As of and for the quarter ended March 31, 2016, dollars in thousands, except REVPOR OPERATING PORTFOLIO METRICS Units(1) REVPOR(1) % of Operating NOI 3-Month Occupancy % Market Investment Cash NOI IL AL IL AL Denver, CO 286,968 4,504 6.9 715 154 93.4 4,306 3,674 Miami, FL 188,852 4,854 7.5 963 223 93.6 3,847 4,356 Memphis, TN 87,568 1,029 1.6 130 230 88.5 1,644 4,935 Sarasota, FL 83,951 1,869 2.9 164 259 87.0 4,820 4,140 Boston, MA 75,440 742 1.1 227 75.9 5,371 Dallas, TX 69,955 1,454 2.2 256 357 92.0 2,045 3,622 San Diego, CA 64,984 1,162 1.8 318 84.8 7,675 Phoenix, AZ 41,401 1,137 1.7 211 94.1 3,700 New York, NY 36,211 694 1.1 120 80.8 6,317 Sacramento, CA 34,009 651 1.0 189 86.9 5,165 79.7 7,490 7,913 88.4 $ 2,700,410 $ 51,873 $ 3,284 $ 4,830 Total $ 3,371,182 $ 65,143 100.0 13,995 8,630 87.7 $ 3,988 $ 4,932 (1) Unit type and REVPOR are based on the majority type within each community. AL includes needs-based care such as memory care. (2) CCRC JV Investment and Cash NOI represent the Companys 49% share. 25 CCRC JV(2)670,772 13,270 20.3 6,505 717 86.1 4,845 6,094 Other 655,079 13,478 20.7 1,373 3,687 85.4 3,118 4,415 Baltimore, MD36,184 843 1.3 202 96.4 5,149 Fresno, CA 38,840 512 0.8 172 88.0 3,426 Austin, TX63,959 1,484 2.3 276 94.7 5,804 Washington, DC68,436 1,612 2.5 222 98.0 6,444 Riverside, CA 72,700 1,434 2.2 183 316 90.5 3,205 4,758 Richmond, VA76,826 1,437 2.2 303 86.3 4,978 Providence, RI85,809 1,785 2.7 413 191 87.9 3,572 5,002 Tampa, FL105,914 2,099 3.2 426 182 83.5 3,727 4,029 Chicago, IL222,588 3,551 5.5 768 370 86.1 3,581 6,174 Houston, TX$ 304,736 $ 5,542 8.5 1,716 87 92.7 $ 2,450 $ 5,659
Brookdale Operating Portfolio As of and for the quarter ended March 31, 2016, dollars in thousands NEW SUPPLY ANALYSIS 5-Mile Radius(1) HCP Portfolio Properties/ Units Under Construction(2) Potential NOI Impact(3) 5 Year Total Population Growth %(4) 5 Year 75+ Population Growth %(4) Median Household Income Properties/ Units % of Operating NOI 75+ Median Net Worth Market Cash NOI Unemployment % US National Average 3.8 15.3 $ 53 $ 203 6.4 Denver, CO 5 / 869 4,504 6.9 1 / 74 578 7.0 16.0 51 211 3.5 Miami, FL 7 / 1,186 4,854 7.5 2 / 498 1,417 5.1 14.3 49 221 8.9 Memphis, TN 3 / 360 1,029 1.6 / 3.6 18.1 68 247 6.1 Sarasota, FL 3 / 423 1,869 2.9 2 / 190 530 3.5 13.5 50 244 7.2 Boston, MA 2 / 227 742 1.1 1 / 90 414 3.4 8.3 78 219 6.3 Dallas, TX 5 / 613 1,454 2.2 4 / 282 179 6.0 16.8 63 243 4.2 San Diego, CA 2 / 318 1,162 1.8 2 / 128 1,162 5.1 18.4 103 250 5.3 Phoenix, AZ 1 / 211 1,137 1.7 / 5.0 10.7 49 227 6.8 New York, NY 1 / 120 694 1.1 / 2.8 7.9 64 250 5.7 Sacramento, CA 2 / 189 651 1.0 2 / 157 326 3.8 13.5 67 229 7.3 CCRC JV(5) 15 / 7,222 13,270 20.3 1 / 32 1,458 5.1 14.4 49 232 6.4 % of Total Portfolio Income 3.2% (1) Demographic data provided by Environmental Systems Research Institute (ESRI) for 2015, represents a 5-mile radius around each community and is weighted by NOI. (2) Construction data provided by National Investment Center for Seniors Housing & Care (NIC) for the quarter ended March 31, 2016 and reflects senior housing construction and expansions of similar care types and entrance fee requirements within 5 miles of the Companys communities. (3) Reflects Cash NOI for the Companys operating portfolio within 5 miles of new construction and expansions. (4) Reflects projected growth from 2015 to 2020. (5) CCRC JV Cash NOI represents the Companys 49% share. 26 Total 123 / 22,625 $ 65,143 100.0 41 / 4,088 $ 15,334 5.2 14.6 $ 58 $ 224 5.6 Other 44 / 5,060 13,478 20.7 12 / 1,198 1,951 3.9 12.7 52 205 5.9 Baltimore, MD 2 / 202 843 1.3 / 1.6 11.6 57 204 7.9 Fresno, CA 1 / 172 512 0.8 / 2.9 8.9 54 203 7.8 Austin, TX3 / 276 1,484 2.3 / 9.2 20.3 53 204 4.6 Washington, DC 2 / 222 1,612 2.5 1 / 88 961 7.0 21.2 97 250 3.8 Riverside, CA 3 / 499 1,434 2.2 / 6.0 13.9 57 236 9.4 Richmond, VA 2 / 303 1,437 2.2 3 / 181 1,437 5.4 15.5 76 250 3.2 Providence, RI5 / 604 1,785 2.7 1 / 58 257 0.9 6.9 54 164 6.2 Tampa, FL3 / 608 2,099 3.2 / 2.4 11.8 44 203 6.2 Chicago, IL6 / 1,138 3,551 5.5 6 / 712 2,064 1.0 12.6 81 242 5.4 Houston, TX6 / 1,803 $ 5,542 8.5 3 / 400 $ 2,600 8.3 24.0 74 250 3.3
Brookdale Operating Portfolio Trend Dollars in thousands, except REVPOR TOTAL OPERATING PORTFOLIO(1) 1Q15 2Q15(2) 3Q15 4Q15 1Q16 Investment $ 1,672,640 $ 2,593,843 $ 2,610,854 $ 2,681,111 $ 2,700,410 3-month Occupancy % 86.4 86.0 87.7 88.2 88.4 NOI: Operating expenses (74,598) (75,205) (109,952) (110,444) (113,890) NOI Margin % 29.0 29.6 29.2 30.2 31.3 SAME STORE PORTFOLIO(1) 1Q15 2Q15 3Q15 4Q15 1Q16 Investment $ 1,636,640 $ 1,646,831 $ 1,660,330 $ 1,674,566 $ 1,687,325 3-month Occupancy % 86.4 85.9 86.6 87.3 87.9 NOI: Operating expenses (74,487) (73,502) (76,190) (74,469) (77,486) NOI Margin % 28.9 29.3 27.1 29.7 29.9 (1) Excludes the CCRC JV reported on the Brookdale Entrance Fee CCRC Portfolio page in this supplemental report. (2) Includes 35 assets acquired on June 30, 2015 for which NOI includes one day of activity. Occupancy and REVPOR exclude these assets as a full quarter of activity is not available. 27 Year-Over-Year Three-Month SPP Growth 9.2% $ 30,323 $ 30,486 $ 28,254 $ 31,506 $ 33,110 Total revenues $ 104,810 $ 103,988 $ 104,444 $ 105,975 $ 110,596 REVPOR$ 4,058 $ 4,051 $ 4,040 $ 4,068 $ 4,216 Units 9,966 9,962 9,951 9,944 9,944 Property count 69 69 69 69 69 Total CAPEX$ 5,892 $ 10,191 $ 17,010 $ 22,057 $ 19,299 $ 30,415 $ 31,621 $ 45,338 $ 47,817 $ 51,873 Total revenues $ 105,013 $ 106,826 $ 155,290 $ 158,261 $ 165,763 REVPOR$ 4,058 $ 4,067 $ 3,873 $ 3,895 $ 4,056 Units 10,053 15,253 15,241 15,403 15,403 Property count 70 106 106 108 108
Post-Acute/Skilled As of and for the quarter ended March 31, 2016, dollars in thousands INVESTMENTS Leased Properties Property Count Cash NOI Occupancy % EBITDARM CFC EBITDAR CFC Investment Beds HCRMC DFLs 249 3,941,848 96,130 32,515 83.6 N/A N/A Interest Income Debt Investments Investment DSC Tandem 256,145 7,583 1.40x Other 3,455 34 N/A Total $ 5,116,911 $ 122,533 OPERATOR CONCENTRATION Leased Portfolio(2) Properties Cash NOI HC-One 569,082 11,647 11,201 21 100 1,334 N/A N/A N/A Four Seasons Health Care 124,109 559 559 N/A N/A N/A Trilogy Health Services 45,557 1,607 1,727 5 100 641 87.3 1.82x 1.47x $ 5,116,911 $ 122,804 $ 122,533 301 100 37,212 83.7 1.83x 1.39x (1) HC-Ones DSC is for the six months ending December 31, 2015, which represents the most recent period available following the April 2015 conversion of £174.3 million ($257.4 million) of the Companys debt investment to fee ownership in 36 care homes. (2) Occupancy and CFC are reported for leased properties that have been held for the trailing 12 months ended one quarter in arrears from the date reported. CFC also excludes the HCRMC post-acute/skilled portfolio as the combined portfolio is cross-collateralized under a single master lease with a corporate guaranty. 28 Other 46,875 563 569 5 80 528 69.5 1.39x 0.97x Covenant Care 70,195 2,866 2,934 12 100 1,262 81.5 1.48x 1.02x Tandem 319,245 9,439 9,413 9 100 932 93.9 2.60x 2.07x NOI andand Interest Operator InvestmentInterest Income Income Count % Pooled Occupancy EBITDARMEBITDAR Beds %CFCCFC HCRMC$ 3,941,848 $ 96,123 $ 96,130 249 100 32,515 83.6 N/A N/A $ 778,816 $ 16,178 Four Seasons Health Care 124,109 559 0.71x HC-One(1) $ 395,107 $ 8,002 2.33x 301 $ 4,338,095 $ 106,355 37,212 83.7 1.83x 1.39x Operating leases52 $ 396,247 $ 10,225 4,697 84.7 1.83x 1.39x
Post-Acute/Skilled Dollars in thousands SAME PROPERTY PORTFOLIO 1Q15 2Q15 3Q15 4Q15 1Q16 Investment $ 5,132,150 $ 5,162,657 $ 5,194,010 $ 4,156,384 $ 4,134,774 3-month Occupancy % 84.4 86.0 83.5 82.7 82.6 Total revenues $ 133,749 $ 122,210 $ 123,452 $ 124,547 $ 104,059 $ 133,702 $ 122,163 $ 123,404 $ 124,525 $ 104,017 Non-cash adjustments to NOI (17,344) (18,046) (19,231) (20,373) 175 Year-Over-Year Three-Month SPP Growth (10.5)% SPP Metrics(1) EBITDAR CFC 1.51x 1.55x 1.48x 1.41x 1.39x (1) Excludes the HCRMC post-acute/skilled portfolio as the combined portfolio is cross-collaterallized under a single master lease with a corporate guaranty. 29 Quality Mix %62.6 63.1 62.9 62.5 61.4 EBITDARM CFC1.97x 2.01x 1.94x 1.86x 1.83x $ 116,358 $ 104,117 $ 104,173 $ 104,152 $ 104,192 Cash NOI: Operating expenses (47) (47) (48) (22) (42) NOI: Beds34,720 34,686 34,716 34,695 34,709 Property count 279 279 279 279 279
Post-Acute/Skilled HCR ManorCare Portfolio Summary As of and for the quarter ended March 31, 2016, dollars in thousands HCP INVESTMENT IN HCRMC Property Count Cash NOI Occupancy % Investment Capacity Post-acute/skilled 249 3,941,848 96,130 32,515 Beds 83.6 For the trailing twelve months ended, dollars in thousands HCRMC PERFORMANCE Facility EBITDAR December 31, 2015 52.7 33.8 63.0 518,816 1.14x 392,438 0.86x (1) Represents revenues for each metric as a percentage of total revenues for the post-acute/skilled portfolio for the trailing 12 months ended for the periods presented. Skilled Mix includes Medicare and Managed Care revenues. (2) Quality Mix including HCRMC senior housing facilities is 66.5%, 65.9% and 65.2% for the trailing 12 months ended March 31, 2015, December 31, 2015 and March 31, 2016, respectively. (3) Facility EBITDAR includes non-cash accrual charges for general and professional liability claims of $17 million for the 12 months ended March 31, 2015. Facility EBITDAR for all periods also includes an imputed management fee of 4%. 30 March 31, 2016 51.9 33.1 62.2 492,825 1.13x 369,991 0.85x Post-Acute/Skilled Metrics(1) Facility EBITDARM (3) Skilled Mix %Medicare %Quality Mix %(2) AmountCFC AmountCFC March 31, 2015 53.3 35.3 63.7 $ 569,238 1.09x $ 434,217 0.83x 310 $ 5,121,028 $ 113,018 83.6 Assisted living 61 $ 1,179,180 $ 16,888 4,451 Units 83.9
Post-Acute/Skilled Reconciliation of HCRMC EBITDAR and FCC Dollars in millions HCRMC UNAUDITED RESULTS OF OPERATIONS(1) Trailing 12 Months Ended March 31, 2016 December 31, 2015 Operating and general and administrative expenses (3,507.9) (3,548.6) Asset impairment(2) Interest expense (472.4) (457.6) Equity in earnings, interest income and other 11.7 11.0 Income tax benefit (expense)(2) 7.4 (5.6) Loss from discontinued operations: Other income, net of taxes 7.7 9.7 Net loss EBITDAR AND FCC CALCULATION $ (135.0) $ (110.8) Operating and general and administrative expenses (3,507.9) (3,548.6) Facility EBITDARM from discontinued operations (14.2) (15.2) EBITDAR $ 503.2 $ 529.5 (1) Results include revenues and expenses related to all businesses managed by HCRMC including (i) Facility EBITDARM for communities owned by the Company, (ii) home health care, hospice and rehabilitation services and (iii) general and administrative, depreciation, interest and income tax expenses. (2) Primarily relates to non-cash accrual charges for general and professional liability claims that are excluded for purposes of calculating normalized FCC. (3) Represents EBITDAR (as reported FCC) or normalized EBITDAR (normalized FCC) divided by total fixed charges. Normalized EBITDAR $ 515.6 $ 541.9 Cash rent $ 464.9 $ 482.6 Total fixed charges $ 486.9 $ 504.5 Normalized FCC(3) 1.06x 1.07x 31 As Reported FCC(3)1.03x1.05x Interest expense - term loan and other 22.0 21.9 Fixed charges: Normalizing adjustments(2) 12.4 12.4 Other adjustments 3.5 2.7 Equity in earnings, interest income and other 11.7 11.0 Revenues $ 4,010.1 $ 4,079.6 Loss from discontinued operations(6.5) (5.5) Facility EBITDARM(14.2) (15.2) Loss from continuing operations$ (128.5) $ (105.3) Loss from continuing operations before income taxes$ (135.9) $ (99.7) Loss on disposal of assets(43.4) (46.7) Income before other (expenses) income and income taxes$ 368.2 $ 393.6 Depreciation and amortization expense (134.0) (137.4) Revenues $ 4,010.1 $ 4,079.6
Life Science As of and for the quarter ended March 31, 2016, dollars and square feet in thousands INVESTMENTS Property Count Cash NOI Square Feet Occupancy % Leased Properties Investment San Diego 24 685,682 11,636 1,788 94.5 114 $ 3,476,630 $ 71,532 7,094 98.0 SAME PROPERTY PORTFOLIO 1Q15 2Q15 3Q15 4Q15 1Q16 Investment $3,345,007 $3,354,096 $3,364,419 $3,378,699 $3,386,199 Occupancy % 95.5 97.7 98.0 98.2 98.0 Total revenues $ 74,997 $ 76,867 $ 77,420 $ 78,433 $ 77,669 $ 60,457 $ 61,789 $ 61,845 $ 62,340 $ 63,658 Non-cash adjustments to NOI (2,215) (1,930) (1,831) (906) 184 Year-Over-Year Three-Month SPP Growth 9.6% (1) Cash NOI includes $6.1 million related to the first tranche of the purchase option exercised by Genentech that is held for sale as of March 31, 2016, and is therefore excluded from all other metrics presented. 32 $ 58,242 $ 59,859 $ 60,014 $ 61,434 $ 63,842 Cash NOI: Operating expenses (14,540) (15,078) (15,575) (16,093) (14,011) NOI: Square feet 6,921 6,922 6,924 6,924 6,924 Property count 108 108 108 108 108 Other 13 241,297 6,266 913 100.0 San Francisco(1) 77 $ 2,549,651 $ 53,630 4,393 99.1
Life Science Dollars and square feet in thousands, except dollars per square foot SELECTED LEASE EXPIRATION DATA (NEXT 3 YEARS) Total San Francisco San Diego Other 2017 729 11 29,792 11 419 17,096 310 12,696 Thereafter 4,741 68 167,798 64 2,660 111,747 1,263 33,967 818 22,084 LEASING ACTIVITY Leased Square Feet Annualized Base Rent Per Sq. Ft. % Change In Rents HCP Tenant Improvements Per Sq. Ft. Leasing Costs Per Sq. Ft. Average Lease Term (Months) Retention Rate YTD Assets held for sale (457) 52.82 Renewals, amendments and extensions 285 32.88 18.6 $ 8.76 $ 6.17 87 92% Leased Square Feet as of March 31, 2016 6,953 $ 38.08 (1) Includes month-to-month and holdover leases. (2) Includes 337,000 square feet and annualized revenue of $19.5 million related to the second tranche of the purchase option exercised by Genentech that is expected to close in July 2018. The first tranche is held for sale as of March 31, 2016, and is therefore excluded from the operating portfolio. 33 New leases25 43.71 62.77 8.30 75 Expirations (311) 26.90 Leased Square Feet as of December 31, 2015 7,411 $ 38.27 6,953 100 $ 264,790 100 4,351 $ 190,675 1,689 $ 49,559 913 $ 24,556 2018(2) 1,252 18 61,015 23 1,075 56,648 82 1,895 95 2,472 Square Annualized Year Feet %Revenues % Square Annualized Feet Revenues Square Annualized Feet Revenues Square Annualized Feet Revenues 2016(1) 231 3 $ 6,185 2 197 $ 5,184 34 $ 1,001 $
University Center East San Diego, CA Life Science As of March 31, 2016, dollars and square feet in thousands TENANT CONCENTRATION Genentech 400 6 21,652 8 LinkedIn Corporation 373 5 14,419 5 Google 290 4 10,005 4 Takeda 166 2 7,511 3 ARUP 324 5 6,087 2 6,953 100 $ 264,790 100 34 Other 3,616 52 115,974 43 General Atomics 397 6 6,696 3 Myriad Genetics 310 4 7,798 3 Exelixis, Inc. 246 4 12,724 5 Rigel Pharmaceuticals 147 2 15,582 6 Square Feet Annualized Revenues % of AmountTotal % of AmountTotal Amgen 684 10 $ 46,342 18
Medical Office As of and for the quarter ended March 31, 2016, dollars and square feet in thousands INVESTMENTS Healthcare System Affiliated % Property Count Cash NOI Square Feet Occupancy % Leased Properties Investment Off-campus 50 737,295 12,323 2,942 90.3 69.8 SAME PROPERTY PORTFOLIO 1Q15 2Q15 3Q15 4Q15 1Q16 Investment $ 2,947,774 $ 2,958,773 $ 2,977,867 $ 3,004,521 $ 3,017,592 Occupancy % 90.6 90.4 90.8 91.3 90.8 Total revenues $ 96,492 $ 97,333 $ 98,898 $ 97,483 $ 98,363 $ 60,235 $ 59,935 $ 60,507 $ 61,350 $ 60,969 Non-cash adjustments to NOI (1,632) (584) (291) (43) (455) Year-Over-Year Three-Month SPP Growth 3.3% 35 $ 58,603 $ 59,351 $ 60,216 $ 61,307 $ 60,514 Cash NOI: Operating expenses (36,257) (37,398) (38,391) (36,133) (37,394) NOI: Square feet 14,915 14,915 14,911 14,927 14,927 Property count 212 212 212 212 212 227 $ 3,507,004 $ 65,876 17,117 91.2 94.8 On-campus 177 $ 2,769,709 $ 53,553 14,175 91.4 100.0
Medical Office Dollars and square feet in thousands, except dollars per square foot SELECTED LEASE EXPIRATION DATA (NEXT 3 YEARS) Total On-Campus Off-Campus 2017 2,319 15 55,523 16 1,855 44,599 464 10,924 Thereafter 9,116 59 201,228 56 7,557 165,437 1,559 35,791 LEASING ACTIVITY Leased Square Feet Annualized Base Rent Per Sq. Ft. % Change In Rents(2) HCP Tenant Improvements Per Sq. Ft. Leasing Costs Per Sq. Ft. Average Lease Term (Months) Retention Rate YTD Developments 72 21.18 Renewals, amendments and extensions 254 22.45 0.3 $ 7.03 $ 3.01 52 62% Terminations (56) 21.59 (1) Includes month-to-month and holdover leases. (2) For comparative purposes, reflects adjustments for leases that converted to a different lease type upon renewal, amendment or extension of the original lease. 36 Leased Square Feet as of March 31, 2016 15,614 $ 23.08 New leases77 22.07 20.91 7.49 74 Expirations (413) 24.22 Leased Square Feet as of December 31, 2015 15,680 $ 23.04 15,614 100 $ 354,532 100 12,958 $ 294,145 2,656 $ 60,387 2018 2,236 14 51,508 15 1,843 42,541 393 8,967 Year Square Annualized Feet %Revenues % Square Annualized Feet Revenues Square Annualized Feet Revenues 2016(1) 1,943 12 $ 46,273 13 1,703 $ 41,568 240 $ 4,705
Hospital As of and for the quarter ended March 31, 2016, dollars in thousands INVESTMENTS Occupancy %(1) Property Count Cash NOI EBITDARM CFC EBITDAR CFC Leased Properties Investment Beds Other 11 213,857 6,323 733 60.9 3.15x 2.88x SAME PROPERTY PORTFOLIO 1Q15 2Q15 3Q15 4Q15 1Q16 Investment $ 594,085 $ 594,085 $ 594,085 $ 594,085 $ 594,085 3-month Occupancy %(1) 54.3 59.6 55.0 54.0 53.3 EBITDAR CFC 5.43x 5.52x 5.74x 5.88x 6.00x Total revenues $ 22,229 $ 21,479 $ 22,382 $ 22,238 $ 22,857 $ 21,192 $ 20,208 $ 21,781 $ 21,204 $ 21,658 Non-cash adjustments to NOI 252 226 288 296 304 Year-Over-Year Three-Month SPP Growth 2.4% (1) Certain operators in the Companys hospital portfolio are not required under their respective leases to provide operational data. 37 $ 21,444 $ 20,434 $ 22,069 $ 21,500 $ 21,962 Cash NOI: Operating expenses (1,037) (1,271) (601) (1,034) (1,199) NOI: EBITDARM CFC5.83x 5.93x 6.16x 6.31x 6.44x Beds2,221 2,221 2,228 2,227 2,247 Property count 16 16 16 16 16 16 $ 594,085 $ 21,974 2,247 55.5 6.44x 6.00x Acute care 5 $ 380,228 $ 15,651 1,514 51.3 7.70x 7.20x
Unconsolidated Joint Ventures As of and for the quarter ended March 31, 2016, dollars and square feet in thousands INVESTMENTS Medical Office Life Science Post-Acute/ Skilled(1) Senior Housing(2) Total Joint ventures Investment $ 385,649 $ 13,622 $ 155,336 $ 11,438 $ 205,253 HCPs net equity investment(3) 117,708 4,614 68,688 1,022 43,384 Capacity 103 Sq. Ft. 278 Sq. Ft. 420 Units 935 Units SELECTED FINANCIAL DATA Three Months Ended March 31, 2016 Operating expenses (223) (660) (3) (4,369) Depreciation and amortization (153) (605) (86) (1,265) Interest expense and other (126) (1,006) Net income $ 2,214 $ 1,782 $ 272 $ (640) (1) Four post-acute/skilled facilities were deconsolidated as of January 1, 2016 in conjunction with the adoption of ASU 2015-02, Amendments to the Consolidation Analysis. (2) Excludes the CCRC JV reported on the Brookdale Entrance Fee CCRC Portfolio page in this supplemental report. (3) Represents the carrying value of the Companys equity interest in the respective unconsolidated joint venture as reported on its consolidated balance sheet, which may differ from the capital balance as presented at the joint venture level. (4) Medical office includes activity for five assets that are held for sale and a $1.1 million gain on sale of a hospital in January 2016. Gain on sales of real estate(4) (1,055) Non-cash adjustments to NOI (7) (29) Leasing costs and tenant and capital improvements (331) (48) HCPs Pro Rata Share: Mortgage debt $ $ $ $ 72,509 Net income 624 1,098 218 335 FAD 301 1,388 287 888 38 FFO542 1,427 287 905 NOI 326 1,435 404 1,628 FAD $ 951 $ 2,310 $ 358 $ 592 Non-cash adjustments to net income (107) (33) FFO$ 1,396 $ 2,387 $ 358 $ 625 Depreciation and amortization 237 605 86 1,265 Income from discontinued operations(4)1,897 General and administrative expenses (19) (13) (21) (626) NOI $ 489 $ 2,400 $ 505 $ 2,257 Joint Venture Results: Medical Office Life Science Post-Acute/ Skilled(1) Senior Housing(2) Total revenues $ 712 $ 3,060 $ 508 $ 6,626 Occupancy %100.0 90.9 78.3 95.5 Property count 17 1 4 4 8 Joint ventures mortgage debt 130,182 130,182 HCPs ownership percentage 20% - 67%50% - 63%80%45% - 72%
Unconsolidated Joint Ventures Brookdale Entrance Fee CCRC Portfolio As of and for the quarter ended March 31, 2016, dollars in thousands, except REVPOR CAPITALIZATION PORTFOLIO METRICS Joint ventures mortgage debt (excludes Entrance Fees) $ 213,154 Units 7,222 HCPs net equity investment(1) $ 462,545 REVPOR $ 4,966 SELECTED FINANCIAL DATA Cash Entrance Fee Sales: # of refunds 139 Refunds of Entrance Fees $ 10,776 JV Total HCPs 49% Interest Operating expenses (78,825) (38,624) (39,094) NOI $ 16,810 $ 8,237 $ 13,270 Depreciation and amortization (21,546) (10,558) Net (loss) income $ (6,256) $ (3,066) $ 12,258 Tenant and capital improvements (955) (1) Represents the carrying value of the Companys equity interest in the unconsolidated joint venture as reported on its consolidated balance sheet, which may differ from the capital balance as presented at the joint venture level. (2) Non-refundable Entrance Fees are recognized on a GAAP/FFO basis over the estimated stay of the residents and are recognized on a cash/FAD basis upon receipt, net of a reserve for early terminations. See Entrance Fees in Definitions. 39 FFO/FAD $ 15,290 $ 7,492 $ 11,303 Depreciation and amortization 21,546 10,558 Other items 664 325 325 Interest expense and other (2,184) (1,070) (1,337) Non-refundable Entrance Fee sales, net(2) 3,395 1,663 7,166 Joint Venture Results: GAAP/FFO GAAP/FFO Cash/FAD Resident fees and services $ 92,240 $ 45,198 $ 45,198 Non-refundable Entrance Fee %66% Total Entrance Fee proceeds $ 25,882 # of closings 161 Occupancy 86.1% HCPs equity ownership 49% CCRC campuses 15 Joint ventures Investment $ 1,368,923
The Solana Doylestown Warrington, PA 40 40
REP OR TING Definitions Adjusted Fixed Charge Coverage* Adjusted EBITDA divided by Fixed Charges. Adjusted Fixed Charge Coverage is a supplemental measure of liquidity and the Companys ability to meet its interest payments on outstanding debt and pay dividends to its preferred stockholders, if applicable. The Companys 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 Revenues The most recent months (or subsequent months 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 Revenues for operating properties under a RIDEA structure are calculated based on the most recent quarters NOI annualized for 12 months. Excludes properties sold or held for sale during the quarter. Further, Annualized Revenues do 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 interest accretion and deferred revenues). The Company uses Annualized Revenues for the purpose of determining Operator/Tenant Diversification, 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 same period. CFC is a supplemental measure of a propertys ability to generate cash flows for the operator/tenant (not the Company) to meet the operators/tenants 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) the disaggregated HCRMC senior housing and post-acute/skilled portfolios, as the combined portfolio is cross-collateralized under a single master lease with a corporate guaranty; (ii) properties operated under a RIDEA structure; or (iii) 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 Companys consolidated financial statements. Consolidated Gross Assets The carrying amount of total assets, excluding investments in and advances to the Companys unconsolidated joint ventures, after adding back accumulated depreciation and amortization, as reported in the Companys consolidated financial statements. Consolidated Secured Debt Mortgage and other debt secured by real estate, as reported in the Companys 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. DSC is a supplemental measure of the borrowers 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 and redevelopments. 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. EBITDA is a supplemental measure of both operating performance and liquidity. Adjusted EBITDA is calculated as EBITDA excluding impairments (recoveries), gains or losses from real estate dispositions, transaction-related items, severance-related charges, litigation settlement charges, gain upon consolidation of joint venture and foreign currency exchange gains (losses). Adjusted EBITDA permits investors to view income from the Companys operations on an unleveraged basis before the effects of taxes, non-cash depreciation and amortization, impairments, impairment recoveries, and gains or losses from real estate dispositions. By excluding interest expense, EBITDA and Adjusted EBITDA allow investors to measure the Companys operating performance independent of its capital structure and indebtedness and, therefore, allow for a more meaningful comparison of the Companys operating performance between quarters as well as annual periods, and to the operating performance of other companies. As a liquidity measure, the Company believes that EBITDA and Adjusted EBITDA help investors analyze the Companys ability to meet its interest payments on outstanding debt and to make preferred dividend payments (if applicable). EBITDA and Adjusted EBITDA do not reflect the Companys historical cash expenditures or future cash requirements for capital expenditures or contractual commitments. 41
Entrance Fees Certain of the Companys communities have residency agreements which require the resident to pay an upfront entrance fee prior to taking occupancy at the community. For GAAP 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 residents 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. Facility EBITDA* EBITDA for a particular facility (not the Company), for the trailing twelve 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 borrowers 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 borrowers 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 Cash Flow Coverage 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% for senior housing facilities and post-acute/skilled facilities, with the exception of the HCRMC portfolio which uses 4%; or (iii) an imputed management fee of 2% 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) the disaggregated HCRMC senior housing and post-acute/skilled portfolios, as the combined portfolio is cross-collateralized under a single master lease with a corporate guaranty; (ii) properties operated under a RIDEA structure; or (iii) 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 Companys 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 Debt to Consolidated Gross Assets is the most directly comparable GAAP measure to Financial Leverage. The Companys pro rata share of total debt from the Companys unconsolidated joint ventures 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 joint ventures. Fixed Charges* Total interest expense plus capitalized interest plus preferred stock dividends (if applicable). Fixed Charges is a supplemental measure of the Companys 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 section of the accompanying earnings release for information regarding FAD. Funds From Operations (FFO)* See the Funds From Operations section of the accompanying earnings release for information regarding FFO and FFO as adjusted. FAD Payout Ratio* Dividends declared per common share divided by diluted FAD per common share for a given period. The FAD Payout Ratio is a supplemental measure of the portion of FAD being declared as dividends to common stockholders. FAD Payout Ratio is subject to the same limitations and qualifications as FAD. FFO as Adjusted Payout Ratio* Dividends declared per common share divided by FFO as adjusted per common share for a given period. The ratio is a supplemental measure of the portion of FFO as adjusted being declared as dividends to common stockholders. The ratio is subject to the same limitations and qualifications as FFO as adjusted. Healthcare System 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. 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 and assets held for sale. Investment also includes the Companys pro rata share of the real estate assets and intangibles held in the Companys unconsolidated joint ventures, REP OR TING Definitions presented on the same basis. 42
REP OR TING Definitions Net Debt* Total Debt less the carrying amount of cash and cash equivalents as reported in the Companys consolidated financial statements and the Companys pro rata share of cash and cash equivalents from the Companys unconsolidated joint ventures. Net Debt to Adjusted EBITDA* Net Debt divided by Adjusted EBITDA is a supplemental measure of the Companys 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. Quality Mix Non-Medicaid revenues as a percentage of total revenues for the trailing 12 months ended one quarter in arrears from the period presented. Redevelopment Properties that require significant capital expenditures (generally more than 25% of acquisition cost or existing basis) to achieve stabilization or to change the use of the properties. Rental and RIDEA Revenues Rental and related revenues, tenant recoveries, resident fees and services, and income from DFLs. 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 The 3-month average revenue per occupied room for the period presented. Net Operating Income from Continuing Operations (NOI) and Cash NOI* See the Net Operating Income and Same Property Performance section of the accompanying earnings release for information regarding NOI and Cash NOI. 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 leased facilities, post-acute/skilled facilities and hospitals, Occupancy represents the facilities average operating Occupancy for the trailing three-month and twelve-month periods ended one quarter in arrears from the date reported. For operating properties under a RIDEA structure, Occupancy represents the facilities average operating Occupancy for the trailing three-month period presented. 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. 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. Portfolio Income 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) Stabilized properties that remained in operation and were consistently reported as leased properties or operating properties (RIDEA) for the duration of the year-over-year comparison periods presented excluding assets held for sale. SPP statistics allow management to evaluate the performance of the Companys real estate portfolio under a consistent population, which eliminates changes in the composition of the Companys portfolio of properties. 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, including redevelopments, are considered stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. SPP NOI excludes certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis. SPP Cash NOI excludes the effects of foreign exchange rate movements by using the average current period exchange rate to translate from GBP into U.S. dollars for the comparison periods. A property is removed from our SPP when it is sold, placed into redevelopment or changes its reporting structure. Cash NOI from real estate owned by the Company, including noncontrolling interests, interest income from Debt Investments and the Companys pro rata share of Cash NOI from real estate held in the Companys unconsolidated joint ventures for the period presented. Pre-CNL Acquisition As of and for the six months ended June 30, 2006 (12 months for Adjusted Fixed Charge Coverage). The Company completed mergers with CNL Retirement Properties, Inc. and CNL Retirement Corp. (collectively, CNL) on October 5, 2006, with significant prefunding activities occurring in the quarter ended June 30, 2006. 43
REP OR TING Definitions Secured Debt Ratio* Total Secured Debt divided by Total Gross Assets. Secured Debt Ratio is a supplemental measure of the Companys 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 Companys pro rata share of Total Secured Debt from the Companys unconsolidated joint ventures 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 joint ventures. Square Feet (Sq. Ft.) Total Market Equity The total number of outstanding shares of the Companys 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 Secured Debt Consolidated Secured Debt plus the Companys pro rata share of mortgage debt from the Companys unconsolidated joint ventures. 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. The square footage for properties, excluding square footage for development or redevelopment properties prior to completion. Total Debt Consolidated Debt plus the Companys pro rata share of total debt from the Companys unconsolidated joint ventures. Reflects the early adoption of ASU 2015-03 and ASU 2015-15, which require certain debt issuance costs (previously included in other assets, net) to be presented as a direct deduction to the related debt liability. Total Gross Assets* Consolidated Gross Assets plus the Companys pro rata share of total assets from the Companys unconsolidated joint ventures, after adding back accumulated depreciation and amortization. Reflects the early adoption of ASU 2015-03 and ASU 2015-15, which require certain debt issuance costs (previously included in other assets, net) to be presented as a direct deduction to the related debt liability. Total Market Capitalization Total Debt plus Total Market Equity. * Non-GAAP Supplemental Measures The Company believes that net income, as defined by U.S. Generally Accepted Accounting Principles (GAAP), is the most appropriate measure of its operating performance. In addition to net income as defined by GAAP, the Company believes Adjusted Fixed Charge Coverage, CFC, DSC, EBITDA, Adjusted EBITDA, Facility EBITDA, Facility EBITDAR, Facility EBITDARM, Financial Leverage, Fixed Charges, FAD, FAD Payout Ratio, FFO, FFO Payout Ratio, FFO as adjusted, FFO as adjusted Payout Ratio, Net Debt, Net Debt to Adjusted EBITDA, NOI, Cash NOI, Secured Debt Ratio, Total Gross Assets and Yield are useful supplemental non-GAAP measures of its operating performance. As these non-GAAP measures have inherent limitations as analytical tools they should be used in conjunction with the Companys most directly comparable GAAP presentations and not as alternatives to those indicators determined in accordance with GAAP. Reconciliations of the non-GAAP supplemental measures used in this report to their most directly comparable GAAP measure are included elsewhere in this report. Further, the Companys computations of these non-GAAP measures may not be comparable to similar measures reported by other companies. Historical reconciliations of Adjusted Fixed Charge Coverage, Financial Leverage and Secured Debt Ratio are available in the Companys Current Reports on Form 8-K filed with the SEC on February 9, 2016 (2015 metrics), February 10, 2015 (2014 metrics), February 11, 2014 (2013 metrics), February 12, 2013 (2012 metrics), February 14, 2012 (2011 metrics), February 15, 2011 (2010 metrics), February 12, 2010 (2009 metrics), February 10, 2009 (2008 metrics), February 11, 2008 (2008 and 2007 metrics) and July 30, 2007 (Pre-CNL Acquisition metrics). The information in this supplemental report should be read in conjunction with the accompanying earnings release. 44
Reconciliations of Non-GAAP Measures Dollars in thousands EBITDA AND ADJUSTED EBITDA FROM NET INCOME Three Months Ended March 31, 2016 2015 Interest expense 122,062 116,780 Depreciation and amortization of real estate, in-place lease and other intangibles 141,322 114,522 HCPs share of unconsolidated JV EBITDA 12,824 13,245 EBITDA $ 449,611 $ 8,927 Impairment 478,464 HCPs share of gain on sales of real estate from unconsolidated JVs (206) 45 Adjusted EBITDA$ 451,923 $ 484,517 Gain on sales of real estate (6,264) Transaction-related items and other 2,518 3,390 Other JV adjustments (288) 15,561 Equity loss (income) from unconsolidated JVs908 (13,601) Income tax expense (benefit) 53,038 (77) Net income (loss) $ 119,745 $ (237,503)
Reconciliations of Non-GAAP Measures Dollars in thousands ADJUSTED FIXED CHARGE COVERAGE Three Months Ended March 31, 2016 2015 Interest expense $ 122,062 $ 116,780 Capitalized interest 3,128 1,698 TOTAL GROSS ASSETS March 31, 2016 December 31, 2015 March 31, 2015 Consolidated total assets(1) $ 21,199,927 $ 21,103,349 $ 20,980,224 Investments in and advances to unconsolidated joint ventures (608,665) (605,244) (642,795) Accumulated depreciation and amortization from assets held for sale 85,857 83,381 75,949 HCPs share of unconsolidated JV gross assets(1) 1,141,006 1,114,383 1,265,560 (1) Reflects the adoption of ASU 2015-03 and ASU 2015-15, which require certain debt issuance costs to be presented as a direct deduction to the related debt liability. (2) Pro forma to reflect prefunding certain 2016 debt maturities in December 2015. 46 Total Gross Assets $ 24,857,298 $ 24,617,758 $ 24,283,654 Consolidated Gross Assets $ 23,716,292 $ 23,503,375 $ 23,018,094 Accumulated depreciation and amortization 3,039,173 2,921,889 2,604,716 (2) Adjusted Fixed Charge Coverage 3.6x 4.0x Fixed Charges $ 127,038 $ 121,035 HCPs share of unconsolidated JV interest expense 1,848 2,557 Adjusted EBITDA$ 451,923 $ 484,517
C OMPANY Information BOARD OF DIRECTORS MICHAEL D. MCKEE Executive Chairman, HCP, Inc. CHRISTINE N. GARVEY Former Global Head of Corporate Real Estate Services, Deutsche Bank AG DAVID B. HENRY Lead Independent Director, HCP, Inc. Former Vice Chairman and Chief Executive Officer, Kimco Realty Corporation JAMES P. HOFFMANN Former Partner and Senior Vice President, Wellington Management Company PETER L. RHEIN Partner, Sarlot & Rhein LAURALEE E. MARTIN President and Chief Executive Officer, HCP, Inc. JOSEPH P. SULLIVAN Chairman Emeritus, Board of Advisors, RAND Health BRIAN G. CARTWRIGHT Senior Advisor, Patomak Global Partners LLC EXECUTIVE MANAGEMENT MICHAEL D. MCKEE Executive Chairman KAI HSIAO Executive Vice President Senior Housing Asset Management LAURALEE E. MARTIN President and Chief Executive Officer THOMAS D. KIRBY Executive Vice President Acquisitions and Valuations TIMOTHY M. SCHOEN Executive Vice President and Chief Financial Officer THOMAS M. KLARITCH Executive Vice President Medical Office Properties J. JUSTIN HUTCHENS Executive Vice President and Chief Investment Officer DARREN A. KOWALSKE Executive Vice President Asset Management, Senior Housing and Care TROY E. MCHENRY Executive Vice President General Counsel and Corporate Secretary JOHN LU Executive Vice President Corporate Finance and Investments JOHN D. STASINOS Executive Vice President International SCOTT A. ANDERSON Executive Vice President and Chief Accounting Officer KENDALL K. YOUNG Executive Vice President Senior Housing and Care JONATHAN M. BERGSCHNEIDER Executive Vice President Life Science Estates 47
Forward-Looking Statements & Risk Factors Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The 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. These statements include, among other things, the Companys expectations regarding (i) closing dates, completion dates, stabilization dates, rentable square feet and total investment for development projects in progress and (ii) rentable square feet for land held for development. These statements are made as of the date hereof, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions and other factorsmany of which are out of the Companys and its managements control and difficult to forecastthat could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. These risks and uncertainties include but are not limited to: HCRMCs ability to meet its contractual obligations under the HCRMC lease amendment and risks related to the impact of the U.S. Department of Justice lawsuit against HCRMC, including the possibility of larger than expected litigation costs, adverse results and related developments; risks relating to the Companys reliance on a concentration of a small number of tenants and operators for a significant portion of its revenues; the financial weakness of tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding the Companys ability to continue to realize the full benefit of such tenants and operators leases and borrowers loans; the ability of the Companys 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 Companys 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; competition for skilled management and other key personnel; availability of suitable properties to acquire at favorable prices and the competition for the acquisition and financing of those properties; the Companys 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 replace an existing tenant or operator upon default; the risks associated with the Companys investments in joint ventures and unconsolidated entities, including its lack of sole decision making authority and its reliance on its partners financial condition and continued cooperation; the Companys ability to achieve the benefits of investments within expected time frames or at all, or within expected cost projections; the potential impact on the Company, 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 healthcare providers of legislation addressing entitlement programs and related services, including Continued Huntington Beach Terrace Huntington Beach, CA 48 48
Sky Ridge III - Evergreen MOB Lone Tree, CO Forward-Looking Statements & Risk Factors (Continued) 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 Companys 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 Companys credit ratings, and the value of its common stock, and other conditions that may adversely impact the Companys ability to fund its obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic conditions, and currency exchange rates; the Companys ability to manage its indebtedness level and changes in the terms of such indebtedness; the Companys ability to maintain its qualification as a real estate investment trust; and other risks and uncertainties described from time to time in the Companys Securities and Exchange Commission (SEC) filings. The Company assumes no, and hereby disclaims any, obligation to update any of the foregoing or any other forward-looking statements as a result of new information or new or future developments, except as otherwise required by law. The information in this supplemental report should be read in conjunction with the Companys 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 Measures are an integral part of the information presented herein. On the Companys website, www.hcpi.com, you can access, free of charge, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and 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 Companys 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 Timothy M. Schoen, Executive Vice President and Chief Financial Officer, at (949) 407-0400. 49
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