Discovery Village at Palm Beach Gardens Palm Beach Gardens, FL Earnings Release and Supplemental Report ___________________________________________________________________ Third Quarter 2019
TABLE OF Contents Earnings Release 3 Consolidated Financial Statements 8 Overview 12 Portfolio Summary 13 Property Count Reconciliations 16 Capitalization and Indebtedness 17 Investment Summary 20 Developments and Redevelopments 22 Capital Expenditures 24 Portfolio Diversification 25 Expirations and Maturities 27 Triple-net Master Lease Profile 28 Portfolio Senior Housing Triple-net 29 Senior Housing Operating Portfolio 32 Life Science 37 Medical Office 40 Other 43 Guidance 47 Glossary and Debt Ratios 48 Company Information 54 Forward-Looking Statements & Risk Factors 56 Discussion and Reconciliation of Non-GAAP Financial Measures Hayden Research Campus Lexington, MA 2
HealthpeakTM Reports Third Quarter 2019 Results IRVINE, CA, October 30, 2019 -- Healthpeak Properties, Inc., formerly known as HCP, Inc. (NYSE: HCP, to become "PEAK" effective November 5, 2019), today announced results for the third quarter ended September 30, 2019. For the quarter, Healthpeak generated a net loss of $0.09 per share, NAREIT FFO of $0.37 per share, FFO as adjusted of $0.44 per share and blended Total Portfolio SPP Cash NOI growth of 2.4%. THIRD QUARTER 2019 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS – Changed name from HCP, Inc. to Healthpeak Properties, Inc. and website URL to www.healthpeak.com effective October 30, 2019, with name change and ticker symbol change to "PEAK" to become effective on the New York Stock Exchange on November 5, 2019 – Promoted Scott Brinker to President and Chief Investment Officer, Jeff Miller to Executive Vice President - Senior Housing and Lisa Alonso to Executive Vice President and Chief Human Resources Officer, effective January 1, 2020 – Entered into an agreement to form a $790 million joint venture in which Healthpeak will sell a 46.5% interest in a 19-property senior housing operating portfolio managed by Brookdale Senior Living (“Brookdale”) to a sovereign wealth fund – Signed mutually beneficial agreements with Brookdale related to the CCRC joint venture and the triple-net portfolio. Healthpeak will acquire Brookdale’s 51% interest in 13 of 15 CCRC campuses for $541 million (increased from previously reported 12 campuses for $510 million). The remaining two campuses will be jointly marketed for sale by Healthpeak and Brookdale – Entered into an agreement to sell remaining 49% interest in Healthpeak's U.K. holdings for gross proceeds of $232 million (or approximately $90 million of net proceeds after debt repayment) – Signed agreement for early termination of a nine-property master lease with Capital Senior Living originally scheduled to mature in October 2020; Healthpeak intends to convert four core properties to RIDEA structures with Atria Senior Living (3) and Discovery Senior Living (1) and sell five non-core properties to third parties over the next 6-12 months – Added two new medical office developments with total estimated spend of $34 million to Healthpeak's HCA Healthcare ("HCA") development program – Previously announced transactions: • Under contract to acquire 35 CambridgePark Drive, a 224,000 square foot life science building located in the West Cambridge Boston submarket, for $333 million • Closed on the sale of Healthpeak's direct financing lease interests in 13 non-core senior housing properties for $274 million to Prime Care, LLC and its affiliates – Established a $1 billion unsecured commercial paper program – Received credit rating upgrade from Fitch Ratings to BBB+ with a stable outlook – Increased 2019 FFO as adjusted per share guidance by one cent at the midpoint and 2019 Blended Total Portfolio SPP Cash NOI guidance by 25 basis points at the midpoint – Named to the Dow Jones Sustainability Index for the seventh year, received the Green Star designation from GRESB for the eighth year and won the Ethical Boardroom’s Corporate Governance Award for North American REITs THIRD QUARTER COMPARISON Three Months Ended Three Months Ended September 30, 2019 September 30, 2018 (in thousands, except per share amounts) Amount Per Share Amount Per Share Net income (loss), diluted $ (46,249) $ (0.09) $ 98,946 $ 0.21 NAREIT FFO, diluted 183,266 0.37 155,632 0.33 FFO as adjusted, diluted 222,160 0.44 208,106 0.44 FAD, diluted 191,922 186,545 NAREIT FFO, FFO as adjusted, FAD, and SPP Cash NOI 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). See "September 30, 2019 Discussion and Reconciliation of Non- GAAP Financial Measures” for definitions, discussions of their uses and inherent limitations, and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP on the Investor Relations section of our website at http://ir.healthpeak.com/quarterly-results. 3 ReturnReturn to to TOC TOC
SAME PROPERTY PORTFOLIO OPERATING SUMMARY The table below outlines the year-over-year three month and nine month SPP Cash NOI growth: Year-Over-Year Total SPP Cash NOI Growth % of Total Three Nine YTD SPP Month Month Senior housing 26.2% (1.3%) (0.5%) Life science 28.0% 5.8% 6.3% Medical office 39.4% 2.5% 3.3% Other non-reportable segments ("Other") 6.4% 2.9% 2.6% Total Portfolio 100.0% 2.4% 3.1% HCP CHANGES NAME TO HEALTHPEAK PROPERTIES, INC. AND TICKER SYMBOL TO “PEAK” On October 30, 2019, we announced our new corporate name, Healthpeak Properties, Inc., and new common stock ticker symbol, “PEAK”. Healthpeak's common stock will begin trading under its new name and ticker symbol “PEAK” on the New York Stock Exchange on November 5, 2019. The name change represents the culmination of efforts to reposition our strategy, team, portfolio and balance sheet. Healthpeak’s new website can be found at www.healthpeak.com. EXECUTIVE LEADERSHIP PROMOTIONS On October 30, 2019, the Company announced several leadership changes, effective January 1, 2020. • Scott Brinker, in addition to his role as Chief Investment Officer, will be promoted to President, reporting to Tom Herzog. Mr. Brinker has contributed to the successful repositioning of Healthpeak’s portfolio with his deep industry experience and strong relationships. Mr. Brinker will assume full operational oversight of Healthpeak’s business segments, with the three business segment leaders reporting to him. He will also continue to be responsible for enterprise-wide investments and portfolio management, including acquisitions and dispositions. This promotion will enable stronger strategic alignment across our segments, accelerated decision-making and portfolio optimization. • Jeff Miller will be promoted to Executive Vice President - Senior Housing, reporting to Scott Brinker. In this expanded role, Mr. Miller will be responsible for oversight and execution of the Senior Housing segment, including advancing operational excellence. • Lisa Alonso will be promoted to Executive Vice President and Chief Human Resources Officer, reporting to Tom Herzog. Ms. Alonso will continue to oversee all human resource activities, while absorbing greater leadership responsibilities and oversight. She will continue to enhance Healthpeak's position as an employer of choice, focusing on a people-first culture that attracts, develops and retains top talent. A copy of the corresponding press release with additional details is available on the Investor Relations section of our website at http://ir.healthpeak.com. SENIOR HOUSING JOINT VENTURE TRANSACTION In October 2019, Healthpeak entered into a definitive agreement with a sovereign wealth fund (the "JV Partner") to form a new $790 million 53.5% (Healthpeak) / 46.5% (JV Partner) joint venture (the "Senior Housing Joint Venture"). The transaction is expected to close by year end. Healthpeak will contribute 19 senior housing operating properties managed by Brookdale to the Senior Housing Joint Venture. The properties consist of 3,366 units and are located in Texas, Colorado, Illinois, Tennessee and Maryland with an average age of 23 years. The Senior Housing Joint Venture, combined with the previously announced Brookdale CCRC and triple-net transactions, is expected to reduce Healthpeak’s Brookdale concentration to 6% on a pro forma basis. 4 ReturnReturn to to TOC TOC
BROOKDALE CCRC AND TRIPLE-NET TRANSACTIONS On October 1, 2019, Healthpeak announced several transactions with Brookdale related to the 15-property CCRC joint venture and the 43-property triple-net portfolio that will improve Healthpeak’s operator diversification, strengthen the remaining Brookdale-operated triple-net portfolio, expand Healthpeak's relationship with Life Care Services (“LCS”) and provide Healthpeak full ownership and control over this unique and differentiated CCRC portfolio. Subsequently, in October 2019, Healthpeak and Brookdale agreed to revise the terms of the previously announced transaction to include the purchase by Healthpeak of Brookdale's interest in the 741-unit CCRC in Bradenton, Florida rather than selling the property to a third party. The transaction highlights below reflect the addition of the Bradenton CCRC to the Healthpeak acquisition pool. • Healthpeak to acquire Brookdale’s 51% interest in 13 CCRCs with 6,383 units and 570 acres of land for $541 million ▪ Healthpeak to transition management to LCS under a highly incentivized management contract ▪ Inclusive of a $100 million termination fee payment and the expected $8 million annual reduction in management fees, the transaction is estimated to yield a year one cash NOI (inclusive of nonrefundable entrance fees) capitalization rate of 9.8% ▪ Healthpeak and Brookdale agree to jointly market for sale the remaining two CCRCs in the existing joint venture unencumbered by the Brookdale management contract • Healthpeak and Brookdale to restructure the 43 property triple-net portfolio ▪ Brookdale to acquire 18 properties from Healthpeak for $405 million ▪ Healthpeak to transition management of one property to LCS, which will be converted to SHOP upon transition ▪ Remaining 24 properties that are currently in 11 separate lease pools will be combined into a single master lease with a December 31, 2027 maturity date, 2.4% annual rent escalator and pro forma EBITDAR rent coverage of approximately 1.1x • Healthpeak to market for sale one SHOP property unencumbered by the Brookdale management agreement Additional details can be found in the October 1, 2019 press release and the "Healthpeak Brookdale Transaction Update – October 30, 2019" investor presentation on the Investor Relations section of our website at http://ir.healthpeak.com. U.K. PORTFOLIO SALE In October 2019, Healthpeak entered into a definitive agreement to sell the remaining 49% interest in its U.K. holdings to Omega Healthcare Investors, Inc. for net proceeds after debt repayment of approximately $90 million. The transaction is expected to close by year end and will allow Healthpeak to complete its planned exit from the U.K. CAPITAL SENIOR LIVING (“CSU”) In October 2019, Healthpeak entered into an agreement for the early termination of a nine-property master lease with CSU, originally scheduled to mature in October 2020. Healthpeak will convert four core properties from triple-net leases to RIDEA structures. Management of three of the core properties will be transitioned to Atria Senior Living and one core property will be transitioned to Discovery Senior Living. Closing is expected to occur in the first quarter of 2020. Healthpeak intends to sell the remaining five non-core properties to third parties over the next 6-12 months. The leases will be terminated with respect to the properties upon closing of the transitions and sales, respectively. CSU will continue to pay its contractual rent obligations until the property sales and transitions are completed. Additionally, CSU will pay Healthpeak $1 million upon completion of these transactions. Healthpeak’s other six-property master lease with CSU, which includes $4.3 million in annual rent and matures in 2026, will remain unaffected. DEVELOPMENT UPDATES MEDICAL OFFICE DEVELOPMENT PROGRAM WITH HCA As part of the development program with HCA, Healthpeak has signed definitive agreements on two additional development projects. • Orange Park: A 63,000 square foot three-story Class A medical office building located on the Orange Park Medical Center Campus in Orange Park, FL, located approximately 10 miles from downtown Jacksonville, with an estimated cost of $17 million. The project is 48% pre-leased. • Raulerson: A 52,000 square foot four-story Class A medical office building located on the Raulerson Hospital Campus in central Florida. The $17 million development is 54% pre-leased. Construction on these development projects is expected to begin in 2020. 5 ReturnReturn to to TOC TOC
PREVIOUSLY ANNOUNCED TRANSACTION UPDATES 35 CAMBRIDGEPARK DRIVE In September 2019, Healthpeak announced it executed a definitive agreement to acquire, for $332.5 million, a 224,000 square foot, LEED Gold® laboratory building located at 35 CambridgePark Drive in the Cambridge submarket of Boston, Massachusetts, which represents year one cash and GAAP capitalization rates of 4.8% and 5.7%, respectively. The newly built and 100% leased property is adjacent to Healthpeak's recently acquired property at 87 CambridgePark Drive and future development opportunity at 101 CambridgePark Drive. Combined, Healthpeak has created up to 440,000 square feet of contiguous space across a modern campus. The transaction is expected to close in December 2019. BALANCE SHEET AND CAPITAL MARKET ACTIVITIES COMMERCIAL PAPER PROGRAM AND REVOLVING CREDIT FACILITY In September 2019, Healthpeak established a $1 billion commercial paper program. At October 29, 2019, Healthpeak had $650 million outstanding under its commercial paper program and $71 million outstanding under its revolving credit facility (“revolver”), resulting in $1.8 billion of short-term borrowing capacity. DIVIDEND On October 23, 2019, Healthpeak announced that its Board declared a quarterly cash dividend of $0.37 per common share. The dividend will be paid on November 19, 2019 to stockholders of record as of the market close on November 4, 2019. SUSTAINABILITY Healthpeak’s position as a leader in environmental, social and governance (ESG) performance has been recognized by various organizations around the world. For the seventh consecutive year, Healthpeak has been named to Dow Jones’ North America Sustainability Index for demonstrating best-in-class sustainable business practices. Additionally, for the eighth consecutive year, Healthpeak has received the Green Star designation from GRESB for excellence in sustainability implementation and transparency. Healthpeak was also named Ethical Boardroom’s winner for best corporate governance for a North American REIT. More information about Healthpeak’s sustainability efforts, including a link to our Sustainability Report, is available on our website at www.healthpeak.com/ sustainability. 2019 GUIDANCE For full year 2019, we are updating the following guidance ranges: • Diluted net income per share to range between $0.05 to $0.11 • Diluted NAREIT FFO per share of $1.62 to $1.66 • Diluted FFO as adjusted per share of $1.74 to $1.78 • Blended Total Portfolio SPP Cash NOI growth of 2.25% to 3.25% These estimates do not reflect the potential impact from unannounced future transactions other than capital recycling activities. For additional details and information regarding these estimates, see the 2019 Guidance section of our corresponding Supplemental Report and the Discussion and Reconciliation of Non-GAAP Financial Measures, which are both available in the Investor Relations section of our website at http://ir.healthpeak.com. COMPANY INFORMATION Healthpeak has scheduled a conference call and webcast for Thursday, October 31, 2019, at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) to present its performance and operating results for the third quarter ended September 30, 2019. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (International). The conference ID number is 2983226. You may also access the conference call via webcast in the Investor Relations section of our website at http://ir.healthpeak.com. An archive of the webcast will be available on Healthpeak's website through October 31, 2020, and a telephonic replay can be accessed through November 15, 2019, by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (International) and entering conference ID number 10135160. Our Supplemental Report for the current period is also available, with this earnings release, in the Investor Relations section of our website. ABOUT HEALTHPEAK Healthpeak Properties, Inc. is a fully integrated real estate investment trust (REIT) and S&P 500 company. Healthpeak owns and develops high-quality real estate in the three private-pay healthcare asset classes of Life Science, Senior Housing and Medical Office, designed to provide stability through the inevitable industry cycles. At Healthpeak, we pair our deep understanding of the healthcare real estate market with a strong vision for long-term growth. For more information regarding Healthpeak, visit www.healthpeak.com. Healthpeak’s common stock is expected to begin trading under its new name and ticker symbol "PEAK" on the New York Stock Exchange on November 5, 2019. 6 ReturnReturn to to TOC TOC
FORWARD-LOOKING STATEMENTS Statements in this release that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and our officers' intent, belief or expectation as identified by the use of words such as "may," "will," "project," "expect," "believe," "intend," "anticipate," "seek," "target," "forecast," "plan," "potential," "estimate," "could," "would," "should" and other comparable and derivative terms or the negatives thereof. Examples of forward-looking statements include, among other things: (i) statements regarding timing, outcomes and other details relating to current, pending or contemplated acquisitions, dispositions, transitions, developments, redevelopments, joint venture transactions, leasing activity, capital recycling plans, financing activities, or other transactions discussed in this release; (ii) statements regarding our corporate name change and ticker symbol change; (iii) statements regarding executive leadership promotions; (iv) statements regarding the payment of a quarterly cash dividend; and (v) all statements under the heading "2019 Guidance," including without limitation with respect to expected net income, NAREIT FFO per share, FFO as adjusted per share, SPP Cash NOI growth and other financial projections and assumptions, as well as comparable statements included in other sections of this release. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-looking statement contained in this release, and such forward-looking statements are subject to known and unknown risks and uncertainties that are difficult to predict. These risks and uncertainties include, but are not limited to: our reliance on a concentration of a small number of tenants and operators for a significant percentage of our revenues and net operating income; the financial condition of our existing and future tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding our ability to continue to realize the full benefit of such tenants’ and operators’ leases and borrowers’ loans; the ability of our existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and manage their expenses in order to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; our concentration in the healthcare property sector, particularly in senior housing, life sciences and medical office buildings, which makes our profitability more vulnerable to a downturn in a specific sector than if we were investing in multiple industries; operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; the effect on us and our tenants and operators of legislation, executive orders and other legal requirements, including compliance with the Americans with Disabilities Act, fire, safety and health regulations, environmental laws, the Affordable Care Act, licensure, certification and inspection requirements, and laws addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements or fines for noncompliance; our ability to identify replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith; the risks associated with property development and redevelopment, including costs above original estimates, project delays and lower occupancy rates and rents than expected; the potential impact of uninsured or underinsured losses; the risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our partners’ financial condition and continued cooperation; competition for the acquisition and financing of suitable healthcare properties as well as competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases; our or our counterparties’ ability to fulfill obligations, such as financing conditions and/or regulatory approval requirements, required to successfully consummate acquisitions, dispositions, transitions, developments, redevelopments, joint venture transactions or other transactions; our ability to achieve the benefits of acquisitions or other investments within expected time frames or at all, or within expected cost projections; the potential impact on us and our tenants, operators and borrowers from current and future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect our costs of compliance or increase the costs, or otherwise affect the operations, of our tenants and operators; our ability to foreclose on collateral securing our real estate-related loans; volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in our credit ratings, the value of our common stock, and other conditions that may adversely impact our ability to fund our obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic and other conditions, including currency exchange rates; our ability to manage our indebtedness level and changes in the terms of such indebtedness; competition for skilled management and other key personnel; our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; our ability to maintain our qualification as a real estate investment trust; and other risks and uncertainties described from time to time in our Securities and Exchange Commission filings. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made. CONTACT Barbat Rodgers Senior Director – Investor Relations 949-407-0400 7 ReturnReturn to to TOC TOC
Healthpeak Properties, Inc. Consolidated Balance Sheets In thousands, except share and per share data (unaudited) September 30, 2019 December 31, 2018 Assets Real estate: Buildings and improvements $ 11,829,835 $ 10,877,248 Development costs and construction in progress 603,672 537,643 Land 2,017,284 1,637,506 Accumulated depreciation and amortization (2,915,680) (2,842,947) Net real estate 11,535,111 10,209,450 Net investment in direct financing leases 84,604 713,818 Loans receivable, net 137,619 62,998 Investments in and advances to unconsolidated joint ventures 505,245 540,088 Accounts receivable, net of allowance of $7,887 and $5,127 56,991 48,171 Cash and cash equivalents 124,990 110,790 Restricted cash 30,114 29,056 Intangible assets, net 303,722 305,079 Assets held for sale, net 402,741 108,086 Right-of-use asset, net 172,958 — Other assets, net 656,115 591,017 Total assets $ 14,010,210 $ 12,718,553 Liabilities and Equity Bank line of credit $ 737,793 $ 80,103 Term loan 248,882 — Senior unsecured notes 5,253,639 5,258,550 Mortgage debt 275,049 138,470 Other debt 85,069 90,785 Intangible liabilities, net 54,913 54,663 Liabilities of assets held for sale, net 35,063 1,125 Lease liability 156,297 — Accounts payable and accrued liabilities 431,493 391,583 Deferred revenue 208,653 190,683 Total liabilities 7,486,851 6,205,962 Commitments and contingencies Common stock, $1.00 par value: 750,000,000 shares authorized; 494,848,212 and 477,496,499 shares issued and outstanding 494,848 477,496 Additional paid-in capital 8,904,765 8,398,847 Cumulative dividends in excess of earnings (3,461,256) (2,927,196) Accumulated other comprehensive income (loss) (5,223) (4,708) Total stockholders' equity 5,933,134 5,944,439 Joint venture partners 384,277 391,401 Non-managing member unitholders 205,948 176,751 Total noncontrolling interests 590,225 568,152 Total equity 6,523,359 6,512,591 Total liabilities and equity $ 14,010,210 $ 12,718,553 8 ReturnReturn to to TOC TOC
Healthpeak Properties, Inc. Consolidated Statements of Operations In thousands, except per share data (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenues: Rental and related revenues $ 312,600 $ 303,854 $ 908,019 $ 938,446 Resident fees and services 213,040 137,359 517,501 416,947 Income from direct financing leases 9,590 13,573 33,304 40,329 Interest income 2,741 1,236 6,868 9,048 Total revenues 537,971 456,022 1,465,692 1,404,770 Costs and expenses: Interest expense 61,230 63,486 167,499 211,626 Depreciation and amortization 171,944 132,198 469,191 418,740 Operating 248,069 181,207 630,989 527,625 General and administrative 22,970 23,503 71,445 75,192 Transaction costs 1,319 4,489 7,174 9,088 Impairments (recoveries), net 38,257 5,268 115,653 19,180 Total costs and expenses 543,789 410,151 1,461,951 1,261,451 Other income (expense): Gain (loss) on sales of real estate, net (784) 95,332 18,708 162,211 Loss on debt extinguishments (35,017) (43,899) (36,152) (43,899) Other income (expense), net 693 1,604 24,834 (37,017) Total other income (expense), net (35,108) 53,037 7,390 81,295 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures (40,926) 98,908 11,131 224,614 Income tax benefit (expense) 6,261 4,929 11,583 14,919 Equity income (loss) from unconsolidated joint ventures (7,643) (911) (10,012) (442) Net income (loss) (42,308) 102,926 12,702 239,091 Noncontrolling interests' share in earnings (3,555) (3,555) (10,692) (9,546) Net income (loss) attributable to Healthpeak Properties, Inc. (45,863) 99,371 2,010 229,545 Participating securities' share in earnings (386) (425) (1,223) (1,278) Net income (loss) applicable to common shares $ (46,249) $ 98,946 $ 787 $ 228,267 Earnings per common share: Basic $ (0.09) $ 0.21 $ 0.00 $ 0.49 Diluted $ (0.09) $ 0.21 $ 0.00 $ 0.49 Weighted average shares outstanding: Basic 491,203 469,867 482,595 469,732 Diluted 491,203 470,118 484,792 469,876 9 ReturnReturn to to TOC TOC
Healthpeak Properties, Inc. Funds From Operations In thousands, except per share data (unaudited) Three Months Ended Nine Months Ended (1) For the nine months ended September 30, 2019, September 30, September 30, represents the gain related to the acquisition of the 2019 2018 2019 2018 outstanding equity interests in a previously unconsolidated senior housing joint venture. For the Net income (loss) applicable to common shares $ (46,249) $ 98,946 $ 787 $ 228,267 nine months ended September 30, 2018, represents Real estate related depreciation and amortization 171,944 132,198 469,191 418,740 the loss on consolidation of seven U.K. care homes. Real estate related depreciation and amortization on unconsolidated (2) For the three and nine months ended September 30, joint ventures 14,952 15,180 45,153 48,730 2019, includes a $6 million impairment charge related to depreciable real estate held by the CCRC Real estate related depreciation and amortization on noncontrolling interests and other (4,999) (2,971) (14,927) (7,136) JV, which we recognized in equity income (loss) from unconsolidated joint ventures in the consolidated Other real estate-related depreciation and amortization 1,357 2,343 4,798 4,906 statement of operations. Loss (gain) on sales of real estate, net 784 (95,332) (18,708) (162,211) (3) For the nine months ended September 30, 2019, Loss (gain) on sales of real estate, net on noncontrolling interests (2) — 206 — represents the impairment of 13 senior housing (1) triple-net facilities under direct financing leases Loss (gain) upon consolidation of real estate, net 20 — (11,481) 41,017 recognized as a result of entering into sales Taxes associated with real estate dispositions — — — 1,147 agreements. For the nine months ended September Impairments (recoveries) of depreciable real estate, net(2) 43,784 5,268 111,033 11,541 30, 2018, represents the impairment of an undeveloped life science land parcel classified as NAREIT FFO applicable to common shares 181,591 155,632 586,052 585,001 held for sale, partially offset by an impairment Distributions on dilutive convertible units and other 1,675 — 4,954 — recovery upon the sale of a mezzanine loan investment in March 2018. Diluted NAREIT FFO applicable to common shares $ 183,266 $ 155,632 $ 591,006 $ 585,001 (4) For the nine months ended September 30, 2018, Diluted NAREIT FFO per common share $ 0.37 $ 0.33 $ 1.21 $ 1.25 primarily relates to the departure of our former Weighted average shares outstanding - diluted NAREIT FFO 499,450 470,118 489,609 469,876 Executive Chairman, which consisted of $6 million of cash severance and $3 million of equity award Impact of adjustments to NAREIT FFO: vestings. Transaction-related items $ 1,335 $ 4,678 $ 13,659 $ 8,612 (5) For all periods presented, represents the premium Other impairments (recoveries) and losses (gains), net(3) — — 10,147 4,341 associated with the prepayment of senior unsecured (4) notes. Severance and related charges 1,334 4,573 5,063 13,311 (6) For the three months ended September 30, 2019, Loss on debt extinguishments(5) 35,017 43,899 36,152 43,899 represents evacuation costs related to hurricanes. Litigation costs (recoveries) (150) (545) (549) 41 For the nine months ended September 30, 2019, (6) represents incremental insurance proceeds received Casualty-related charges (recoveries), net 1,607 — (4,636) — for property damage and other associated costs Foreign currency remeasurement losses (gains) (162) (41) (350) (106) related to hurricanes in 2017, net of evacuation costs related to hurricanes in 2019. Total adjustments 38,981 52,564 59,486 70,098 FFO as adjusted applicable to common shares 220,572 208,196 645,538 655,099 Distributions on dilutive convertible units and other 1,588 (90) 4,809 (180) Diluted FFO as adjusted applicable to common shares $ 222,160 $ 208,106 $ 650,347 $ 654,919 Diluted FFO as adjusted per common share $ 0.44 $ 0.44 $ 1.33 $ 1.39 Weighted average shares outstanding - diluted FFO as adjusted 499,450 470,118 489,609 469,876 10 ReturnReturn to to TOC TOC
Healthpeak Properties, Inc. Funds Available for Distribution In thousands (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 FFO as adjusted applicable to common shares $ 220,572 $ 208,196 $ 645,538 $ 655,099 Amortization of deferred compensation(1) 3,715 3,530 11,613 11,249 Amortization of deferred financing costs 2,735 3,070 8,174 9,760 Straight-line rents (10,252) (4,409) (22,192) (20,888) FAD capital expenditures (24,107) (24,646) (62,840) (70,237) Lease restructure payments 289 300 870 901 CCRC entrance fees(2) 5,731 6,524 14,071 13,203 Deferred income taxes (6,434) (4,880) (14,063) (12,751) Other FAD adjustments(3) (2,002) (1,140) (4,387) (7,959) FAD applicable to common shares 190,247 186,545 576,784 578,377 Distributions on dilutive convertible units and other 1,675 — 4,953 — Diluted FAD applicable to common shares $ 191,922 $ 186,545 $ 581,737 $ 578,377 Weighted average shares outstanding - diluted FAD 499,450 470,118 489,609 469,876 (1) Excludes amounts related to the acceleration of deferred compensation for restricted stock units that vested upon the departure of certain former employees, which have already been excluded from FFO as adjusted in severance and related charges. (2) Represents our 49% share of our CCRC JV's non-refundable entrance fees collected in excess of amortization. (3) Primarily includes our share of FAD capital expenditures from unconsolidated joint ventures, partially offset by noncontrolling interests' share of FAD capital expenditures from consolidated joint ventures. 11 ReturnReturn to to TOC TOC
The Numbers Overview(1) As of and for the quarter and nine months ended September 30, 2019, dollars, square feet, and shares in thousands, except per share data 3Q19 YTD 2019 (1) Reconciliations, definitions, and important discussions Financial Metrics regarding the usefulness and limitations of the non-GAAP Diluted earnings per common share ($0.09) $0.00 financial measures used in this report can be found at http://ir.healthpeak.com/quarterly-results. Totals Diluted NAREIT FFO per common share $0.37 $1.21 throughout this Earnings Release and Supplemental Diluted FFO as adjusted per common share $0.44 $1.33 Report may not add due to rounding. Dividends per common share $0.37 $1.11 (2) Includes our Share of Unconsolidated Joint Ventures ("JVs") Real Estate Revenues $535,230 $1,458,824 and activity from assets sold and held for sale during the periods presented. NOI $287,161 $827,836 (3) Our Other non-reportable segment consists of the following: Cash NOI $278,198 $813,583 13 hospitals and post-acute/skilled, 15 properties in our Portfolio Income(2) $302,508 $885,654 CCRC JV, 68 properties in our U.K. JV and 15 other unconsolidated JV properties. % of Total YTD SPP 3Q19 YTD 2019 Same Property Portfolio Cash NOI Growth Senior housing 26.2% (1.3%) (0.5%) Life science 28.0% 5.8% 6.3% Medical office 39.4% 2.5% 3.3% Other 6.4% 2.9% 2.6% Total 100.0% 2.4% 3.1% 3Q19 3Q19 Capitalization Debt Ratios Common stock outstanding and DownREIT units 502,323 Financial Leverage 38.8% Total Market Equity $17,897,768 Secured Debt Ratio 3.4% Enterprise Debt $7,117,429 Net Debt to Adjusted EBITDAre 5.8x Adjusted Fixed Charge Coverage 4.1x Property Count Capacity Occupancy Portfolio Statistics Senior housing triple-net 92 9,689 Units 84.4% SHOP 139 16,242 Units 83.2% Life science 131 7,961 Sq. Ft. 97.5% Medical office 267 20,680 Sq. Ft. 92.1% Other(3) 111 N/A N/A Total 740 N/A N/A 12 ReturnReturn to to TOC TOC
Portfolio Summary As of and for the quarter ended September 30, 2019, dollars in thousands Property Average Portfolio Portfolio Private Count Age Investment Income Pay %(1) PORTFOLIO INCOME Wholly Owned Property Portfolio Senior housing triple-net 92 21 $ 1,713,538 $ 45,616 91.3 SHOP 128 19 3,907,751 46,814 97.2 Life science 118 20 4,780,446 81,974 100.0 Unconsolidated JVs(2) Medical office 259 22 4,893,599 90,599 100.0 7% SHOP 16% Other 13 28 321,123 13,195 68.5 Hospitals and Other 5% 610 21 $ 15,616,457 $ 278,198 96.6 Developments Life science 10 N/A $ 466,584 $ — — Medical office 5 N/A 34,025 — — Senior 15 N/A $ 500,609 $ — — housing triple-net 15% Redevelopments(3) $302.5M SHOP 11 N/A $ 104,221 $ — — Medical office Life science 3 N/A 140,915 — — 30% Medical office 3 N/A 11,082 — — 17 N/A $ 256,217 (3) $ — — Debt Investments Other — N/A $ 157,233 $ 2,741 — Life science 27% Total Senior housing triple-net 92 21 $ 1,713,538 $ 45,616 91.3 SHOP 139 19 4,011,971 46,814 97.2 Life science 131 20 5,387,945 81,974 100.0 Medical office 267 22 4,938,705 90,599 100.0 Other 13 28 478,356 15,936 68.5 642 21 $ 16,530,516 $ 280,939 96.6 Share of Unconsolidated JVs(4) Other 98 26 $ 1,156,908 $ 21,569 72.3 Total Portfolio 740 22 $ 17,687,424 $ 302,508 94.9 (1) Self-pay and private insurance (including managed care) revenues as a percentage of total property revenues for the most recent trailing 12 months available, weighted based on current quarter Portfolio Income including assets sold in the quarter. Revenues for medical office buildings are considered 100% private pay. (2) Includes 5.0% related to 15 assets in our unconsolidated CCRC JV and 1.5% related to 68 assets contributed to our U.K. JV. (3) Includes Construction in Process ("CIP") and buildings or portions of buildings placed in Redevelopment. Portfolio Income for Redevelopments is reflected in the Wholly Owned Property Portfolio section above. (4) Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts by applying our actual ownership percentage for the period and is intended to reflect our proportionate economic interest in the financial position and operating results of properties in our portfolio. 13 Return to TOC
Quarter NOI Summary For the quarter ended September 30, 2019, dollars in thousands NOI SUMMARY NOI SPP NOI Real Estate Operating SPP Real Estate SPP Operating Revenues Expenses NOI(1) Revenues Expenses SPP NOI Wholly-Owned Senior housing triple-net $ 48,018 $ (865) $ 47,154 $ 34,797 $ (53) $ 34,744 SHOP 212,275 (166,201) 46,074 73,132 (52,211) 20,920 Total Senior housing $ 260,294 $ (167,066) $ 93,228 $ 107,929 $ (52,264) $ 55,664 Life science 118,561 (29,520) 89,041 83,215 (19,872) 63,342 Medical office 143,639 (51,472) 92,167 128,612 (45,602) 83,010 Other 12,736 (11) 12,725 12,260 (5) 12,255 $ 535,230 $ (248,069) $ 287,161 $ 332,016 $ (117,743) $ 214,271 CASH NOI SUMMARY Cash NOI SPP Cash NOI Cash Real SPP Cash Real SPP Cash Cash Operating Estate (1) Estate Operating Revenues Expenses Cash NOI Revenues Expenses SPP Cash NOI Wholly-Owned Senior housing triple-net $ 46,467 $ (851) $ 45,616 $ 33,004 $ (39) $ 32,965 SHOP 213,232 (166,419) 46,814 73,265 (52,450) 20,815 Total Senior housing $ 259,700 $ (167,270) $ 92,430 $ 106,269 $ (52,489) $ 53,780 Life science 111,481 (29,507) 81,974 81,831 (19,859) 61,972 Medical office 141,130 (50,531) 90,599 126,638 (44,874) 81,764 Other 13,206 (11) 13,195 12,729 (5) 12,725 $ 525,516 $ (247,319) $ 278,198 $ 327,467 $ (117,227) $ 210,241 THREE-MONTH SPP % of Year-Over-Year Sequential % of Total Segment Occupancy Growth Occupancy Growth SPP based SPP based Property on Cash on Cash Count NOI NOI 3Q19 3Q18 SPP NOI SPP Cash NOI 3Q19 2Q19 SPP NOI SPP Cash NOI Senior housing triple-net 72 16 72 85.1% 86.3% 6.4 % 1.9% 85.1% 85.9% 4.8% (1.6%) SHOP 48 10 44 86.5% 87.2% (4.1%) (6.0%) (2) 86.5% 85.8% (8.2%) (8.9%) Total Senior housing 120 26 58 2.2 % (1.3%) (0.5%) (4.6%) Life science 96 29 76 97.1% 95.9% 5.6 % 5.8% 97.1% 95.5% 1.9% 2.4% Medical office 236 39 90 92.1% 91.9% 2.4 % 2.5% 92.1% 92.1% 0.8% 0.4% Other 11 6 96 N/A N/A 0.6 % 2.9 % N/A N/A (0.2%) 1.8% Total 463 100 76 3.2 % 2.4% 0.7% (0.3%) (1) NOI and Cash NOI include $6.2 million attributable to noncontrolling interests, excluding DownREITS. (2) Same property portfolio Cash NOI growth for the year-over-year three-month comparison is (7.4%) for Core and (2.7%) for Transition. 14 Return to TOC
Year-to-Date NOI Summary For the nine months ended September 30, 2019, dollars in thousands NOI SUMMARY NOI SPP NOI SPP Real Real Estate Operating Estate SPP Operating Revenues Expenses NOI(1) Revenues Expenses SPP NOI Wholly-Owned Senior housing triple-net $ 156,776 $ (2,723) $ 154,053 $ 100,661 $ (157) $ 100,504 SHOP 515,457 (400,608) 114,849 178,683 (120,856) 57,827 Total Senior housing $ 672,233 $ (403,332) $ 268,901 $ 279,344 $ (121,013) $ 158,332 Life science 320,630 (76,992) 243,637 219,718 (51,471) 168,247 Medical office 427,761 (150,635) 277,126 358,198 (122,032) 236,166 Other 38,200 (29) 38,171 36,783 (15) 36,769 $ 1,458,824 $ (630,988) $ 827,836 $ 894,044 $ (294,531) $ 599,513 CASH NOI SUMMARY Cash NOI SPP Cash NOI Cash Real SPP Cash Real SPP Cash Cash Operating Estate (1) Estate Operating Revenues Expenses Cash NOI Revenues Expenses SPP Cash NOI Wholly-Owned Senior housing triple-net $ 160,454 $ (2,567) $ 157,886 $ 97,092 $ (115) $ 96,977 SHOP 518,511 (400,930) 117,581 179,390 (121,357) 58,033 Total Senior housing $ 678,964 $ (403,497) $ 275,467 $ 276,482 $ (121,472) $ 155,010 Life science 303,432 (76,953) 226,479 217,096 (51,432) 165,663 Medical office 420,400 (147,816) 272,584 352,986 (120,213) 232,773 Other 39,082 (29) 39,053 37,665 (15) 37,650 $ 1,441,878 $ (628,294) $ 813,583 $ 884,229 $ (293,132) $ 591,097 NINE-MONTH SPP % of Year-Over-Year % of Total Segment Occupancy Growth Property SPP based SPP based Count on Cash NOI on Cash NOI 3Q19 3Q18 SPP NOI SPP Cash NOI Senior housing triple-net 72 16 61 85.5% 86.8% 2.8% 2.2% SHOP 38 10 49 88.1% 90.4% (3.7%) (4.7%) (2) Total Senior housing 110 26 56 0.3% (0.5%) Life science 93 28 73 97.0% 95.7% 6.6% 6.3% Medical office 227 39 85 92.9% 93.0% 2.8% 3.3% Other 11 6 96 N/A N/A 1.5% 2.6% Total 441 100 73 3.1% 3.1% (1) NOI includes $18.3 and Cash NOI includes $18.4 million attributable to noncontrolling interests, excluding DownREITS. (2) Same property portfolio Cash NOI growth for the year-over-year nine-month comparison is (3.0%) for Core and (9.8%) for Transition. 15 Return to TOC
Property Count Reconciliations As of September 30, 2019 PROPERTY COUNT RECONCILIATION Senior Housing Life Medical Triple-net SHOP Science Office Other Total Prior Quarter Total Property Count 105 135 126 268 111 745 Acquisitions — 5 5 — — 10 Assets sold (13) (1) — (1) — (15) Planned demolition — — — (1) — (1) New developments — — — 1 — 1 Current Quarter Total Property Count 92 139 131 267 111 740 Unconsolidated JVs — — — — (98) (98) Acquisitions — (17) (10) (14) — (41) Assets in Development — — (10) (5) — (15) Assets in Redevelopment — (11) (3) (3) — (17) Assets held for sale (20) (20) — (6) (2) (48) Senior housing triple-net to SHOP conversions — (43) — — — (43) Completed Developments and Redevelopments - not Stabilized — — (11) (3) — (14) Assets impacted by casualty event — — (1) — — (1) Three-Month SPP Property Count 72 48 96 236 11 463 Senior housing triple-net to SHOP conversions — (9) — — — (9) Completed Developments and Redevelopments - not Stabilized — (1) (3) (9) — (13) Nine-Month SPP Property Count 72 38 93 227 11 441 SEQUENTIAL SPP Senior Housing Life Medical Triple-net SHOP Science Office Other Total Prior Quarter Three-Month SPP Property Count 103 39 95 237 13 487 Assets in Redevelopment — — (1) (1) — (2) Prior Development/Redevelopment now Stabilized — — 2 2 — 4 Assets held for sale (18) — — (1) (2) (21) Assets sold (13) — — — — (13) Senior housing triple-net to SHOP conversions — 9 — — — 9 Planned demolition — — — (1) — (1) Current Quarter Three-Month SPP Property Count 72 48 96 236 11 463 16 Return to TOC
Capitalization Dollars and shares in thousands, except price per share data TOTAL CAPITALIZATION September 30, 2019 Shares Value Total Value Common stock (NYSE: HCP) 494,848 $ 35.63 $ 17,631,434 Convertible partnership (DownREIT) units 7,475 35.63 266,334 Total Market Equity 502,323 $ 17,897,768 Consolidated debt 6,633,026 Total Market Equity and Consolidated Debt 502,323 $ 24,530,794 Share of unconsolidated JV debt 484,403 Total Market Equity and Enterprise Debt 502,323 $ 25,015,197 COMMON STOCK AND EQUIVALENTS Weighted Average Shares Weighted Average Shares Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Shares Outstanding Diluted Diluted FFO Diluted Diluted Diluted FFO Diluted September 30, 2019 Diluted EPS NAREIT FFO as adjusted FAD Diluted EPS NAREIT FFO as adjusted FAD Common stock 494,848 491,203 491,203 491,203 491,203 482,595 482,595 482,595 482,595 Common stock equivalent securities: Restricted stock units 1,755 — 352 352 352 283 283 283 283 Dilutive impact of options 17 — 17 17 17 13 13 13 13 Equity forward agreements(1) — — 2,521 2,521 2,521 1,901 1,901 1,901 1,901 Convertible partnership (DownREIT) units 7,475 — 5,357 5,357 5,357 — 4,817 4,817 4,817 Total common stock and equivalents 504,095 491,203 499,450 499,450 499,450 484,792 489,609 489,609 489,609 (1) Represents the current dilutive impact of 19.5 million shares of common stock under forward sales agreements that have not been settled as of September 30, 2019. Based on the forward price of each agreement as of September 30, 2019, issuance of all 19.5 million shares would result in approximately $572 million of net proceeds. 17 Return to TOC
Indebtedness and Ratios As of September 30, 2019, dollars in thousands DEBT MATURITIES AND SCHEDULED PRINCIPAL REPAYMENTS (AMORTIZATION) Share of Unconsolidated Senior Unsecured Notes Mortgage Debt JV Debt Enterprise Debt Bank Line Consolidated of Credit(1) Term Loan(2) Amounts Rates %(3) Amounts Rates %(3) Debt Amounts(4) Rates %(3) Amounts Rates %(3) 2019 $ — $ — $ — — $ 1,001 — $ 1,001 $ 392 — $ 1,393 — 2020 — — — — 4,132 5.08 4,132 147,991 4.73 152,123 4.73 2021 — — — — 11,821 5.26 11,821 71,497 4.91 83,318 4.95 2022 — — 650,000 3.83 3,886 — 653,886 35,023 4.75 688,909 3.88 2023 737,793 — 550,000 4.37 4,069 — 1,291,862 4,053 3.96 1,295,915 3.61 2024 — 250,000 1,150,000 4.17 4,247 — 1,404,247 935 — 1,405,182 3.96 2025 — — 1,350,000 3.93 4,463 — 1,354,463 18,911 3.87 1,373,374 3.93 2026 — — 650,000 3.39 4,675 — 654,675 942 — 655,617 3.39 2027 — — — — 36,457 4.22 36,457 945 — 37,402 4.22 2028 — — — — 70,020 3.87 70,020 35,375 4.20 105,395 3.99 Thereafter — — 950,000 4.67 117,313 4.17 1,067,313 2,708 3.90 1,070,021 4.60 $ 737,793 $ 250,000 $ 5,300,000 $ 262,084 $ 6,549,877 $ 318,772 $ 6,868,649 Other Debt(5) — — — — 85,069 166,838 251,907 (Discounts), premium and debt costs, net — (1,118) (46,361) 12,965 (34,514) (1,207) (35,721) $ 737,793 $ 248,882 $ 5,253,639 $ 275,049 $ 6,600,432 $ 484,403 $ 7,084,835 Mortgage debt on assets held for sale(6) — — — 32,594 32,594 — 32,594 $ 737,793 $ 248,882 $ 5,253,639 $ 307,643 $ 6,633,026 $ 484,403 $ 7,117,429 Weighted average interest (7) (7) rate % 3.04 3.04 4.07 4.13 3.92 4.65 3.95 Weighted average (7) (7) maturity in years 3.7 4.6 6.5 12.7 6.4 2.7 6.2 (1) Includes £55 million ($68 million) translated into U.S. dollars at September 30, 2019. The Company has a $2.5 billion unsecured revolving line of credit facility, which matures on May 23, 2023 and contains two six-month extension options. It accrues annual interest at LIBOR plus 82.5 basis points and incurs an annual facility fee of 15 basis points, based on our current unsecured credit rating. (2) The Company has a $250 million term loan, which matures on May 23, 2024. It accrues annual interest at LIBOR plus 90 basis points, based on our unsecured credit rating. (3) The rates are reported in the year in which the related debt matures. (4) Reflects pro rata share of mortgage and other debt in our unconsolidated JVs. (5) Represents non-interest bearing Entrance Fee deposits at certain of our senior housing facilities and demand notes that have no scheduled maturities. (6) Represents mortgage debt of $32.6 million that mature in 2026, 2028 and 2044 on assets held for sale. (7) Excludes the impact of mortgage debt held for sale. 18 Return to TOC
Indebtedness and Ratios As of September 30, 2019, dollars in thousands, includes our pro rata share of unconsolidated JVs DEBT STRUCTURE Weighted Average Years to Balance % of Total Rates % Maturity Secured Fixed rate $ 308,370 5 4.12 11.5 Floating rate 272,486 4 4.72 2.4 Combined $ 580,856 9 4.40 7.2 Unsecured Fixed rate 5,300,000 77 4.07 6.5 Floating rate 987,793 14 3.04 3.9 Combined $ 6,287,793 91 3.91 6.1 Total Fixed rate 5,608,370 82 4.07 6.7 Floating rate 1,260,279 18 3.40 3.6 Combined $ 6,868,649 100 3.95 6.2 Other Debt(1) 251,907 (Discounts), premiums and debt costs, net (35,721) $ 7,084,835 Mortgage debt on assets held for sale(2) 32,594 Enterprise Debt $ 7,117,429 FINANCIAL COVENANTS(3) Bank Line of Credit Requirement Actual Compliance Leverage Ratio No greater than 60% 40% Secured Debt Ratio No greater than 40% 4% Unsecured Leverage Ratio No greater than 60% 44% Fixed Charge Coverage Ratio (12 months) No less than 1.50x 4.0x Tangible Net Worth ($ billions) No less than $7.0B $9.8B CREDIT RATINGS (SENIOR UNSECURED DEBT) Moody's Baa1 (Stable) S&P Global BBB+ (Stable) Fitch(4) BBB+ (Stable) (1) Represents non-interest bearing Entrance Fee deposits at certain of our senior housing facilities and demand notes that have no scheduled maturities. (2) Represents mortgage debt of $32.6 million that matures in 2026, 2028 and 2044 on assets held for sale. (3) Calculated based on the definitions contained in the credit agreement, which may differ from similar terms used in our consolidated financial statements as provided in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. (4) Fitch upgraded our corporate credit rating to BBB+ (Stable) from BBB (Positive), on October 1, 2019. 19 Return to TOC
Investment Summary For the three and nine months ended September 30, 2019, dollars and square feet in thousands INVESTMENT SUMMARY Property Three Months Ended Nine Months Ended MSA Date Capacity Count Property Type September 30, 2019 September 30, 2019 ACQUISITIONS 87/101 CambridgePark Drive(1) Boston, MA January 64 Sq. Ft. 1 Life science $ — $ 91,500 Discovery Various April 1,242 Units 9 SHOP — 445,000 5525 Medical (Overland Park) Kansas City, MO May 38 Sq. Ft. 1 Medical office — 15,400 Oakmont Various May 200 Units 3 SHOP — 112,915 Sierra Point Towers San Francisco, CA June 427 Sq. Ft. 2 Life science — 245,000 Solana Preserve Vintage Park(2) Houston, TX June — — SHOP — 23,874 Oakmont Various July 430 Units 5 SHOP 284,054 284,054 4921 Directors Place San Diego, CA July 56 Sq. Ft. 1 Life science 16,100 16,100 Hartwell Innovation Campus Boston, MA July 277 Sq. Ft. 4 Life science 228,000 228,000 OTHER INVESTMENTS Development fundings 94,493 290,031 Redevelopment fundings 34,564 83,976 Loan fundings/Preferred Equity Investment(3) 18,668 84,357 Lease commissions - Dev/Redev/Acq 1,285 8,888 Total 26 $ 677,164 $ 1,929,095 (1) Includes a ground leasehold interest and associated development rights on a land site directly adjacent to 87 CambridgePark Drive for $20.5 million that we acquired in February 2019. (2) In June 2019, we acquired the outstanding equity interest in a senior housing joint venture (holding one building) for $24 million, bringing our equity ownership to 100%. (3) Includes fundings under the $115 million participating development loan for the construction of 620 Terry (Murano Senior Living), a $147 million senior housing development located in Seattle. Oakmont Huntington Beach Huntington Beach, CA 20 Return to TOC
Investment Summary As of and for the nine months ended September 30, 2019, dollars and square feet in thousands ASSETS HELD FOR SALE Property Projected Sales Trailing Cash Capacity Count Price Yield(1) Various SHOP 1,647 Units 20 $ 128,860 Various Senior housing triple-net 2,134 Units 20 413,701 Various Medical office 180 Sq. Ft. 6 14,835 Various Other 168 Beds 2 19,500 Total 48 $ 576,896 7.4% DISPOSITIONS Property Sales Price/ Trailing Cash Date Capacity Count Property Type Proceeds Yield(1) Las Vegas, NV January 152 Units 1 SHOP $ 11,764 Various, RI January 375 Units 3 SHOP 34,125 Poway, CA January 26 Acres — Life science 35,400 Abingdon, VA January 73 Units 1 Senior housing 15,800 Various, CA February 205 Units 4 SHOP 15,700 Mount Vernon, IL February 112 Units 1 SHOP 6,000 Franklin, NC February 42 Units 1 Senior housing 10,300 Dallas, TX April 62 Sq. Ft. 2 Medical office 4,341 Miami, FL May 108 Units 1 SHOP 13,908 Greenville, SC May 8 Sq. Ft. 1 Medical office 1,200 Salt Lake City, UT May 36 Sq. Ft. 1 Life science 7,000 Various, MD & TX June 121 Sq. Ft. 2 Medical office 9,500 Miami, FL July 48 Sq. Ft. 1 Medical office 3,000 Miami, FL August 180 Units 1 SHOP 7,000 Various (Prime Care) September 1,467 Units 13 Senior housing 274,000 Total 33 $ 449,039 7.1% (1) Represents the average yield calculated using Cash NOI for the twelve month period prior to sale for dispositions and for the twelve month period ended September 30, 2019 for assets held for sale. 21 Return to TOC
Developments As of September 30, 2019, dollars and square feet in thousands DEVELOPMENT PROJECTS IN PROCESS Property Cost to Total at Project MSA Property Type Count CIP(1) Complete(1) Completion Wholly-Owned Ridgeview(2) San Diego, CA Life science 2 $ 31,021 $ 2,374 $ 33,395 Sorrento Summit San Diego, CA Life science 1 11,200 7,400 18,600 The Shore at Sierra Point - Phase I San Francisco, CA Life science 2 189,171 47,492 236,663 The Cove at Oyster Point - Phase IV San Francisco, CA Life science 1 73,028 38,362 111,390 75 Hayden Boston, MA Life science 1 66,588 93,627 160,215 The Shore at Sierra Point - Phase II San Francisco, CA Life science 2 75,408 216,199 291,607 The Shore at Sierra Point - Phase III San Francisco, CA Life science 1 20,168 73,346 93,514 Grand Strand Myrtle Beach, SC Medical office 1 18,850 8,685 27,535 Lee's Summit Kansas City, MO Medical office 1 4,216 11,815 16,031 Ogden Ogden, UT Medical office 1 4,346 13,842 18,188 Brentwood Nashville, TN Medical office 1 6,302 30,898 37,200 Oak Hill Tampa, FL Medical office 1 312 11,988 12,300 15 $ 500,609 $ 556,029 $ 1,056,638 Projected stabilized yields typically range from 6.0% - 8.0% % of Total Actual / Estimated Occupancy Total Project Project Project (3) Project Capacity (Sq. Ft.) Leased Start Initial Stabilized Wholly-Owned Ridgeview 152 100 2Q16 4Q19 2Q20 Sorrento Summit 28 100 3Q17 4Q19 4Q19 The Shore at Sierra Point - Phase I 222 100 4Q17 4Q19 1Q20 The Cove at Oyster Point - Phase IV 164 100 2Q18 1Q20 1Q20 75 Hayden 214 — 2Q18 1Q21 4Q22 The Shore at Sierra Point - Phase II 266 — 4Q18 1Q21 4Q21 The Shore at Sierra Point - Phase III 103 — 4Q18 1Q22 4Q22 Grand Strand 90 71 4Q18 4Q19 4Q20 Lee's Summit 52 50 2Q19 3Q20 3Q22 Ogden 70 66 2Q19 2Q20 3Q22 Brentwood 119 49 2Q19 3Q20 4Q22 Oak Hill 42 51 3Q19 4Q20 1Q22 1,522 51 (1) Includes lease commissions incurred to date and projected lease commissions through Stabilization. (2) During the quarter, one building at Ridgeview totaling 154,000 square feet was completed and placed into service. (3) Economic stabilization typically occurs three to six months following Stabilized occupancy. 22 Return to TOC
Redevelopments and Land Held for Development(1) As of September 30, 2019, dollars and square feet in thousands REDEVELOPMENT PROJECTS IN PROCESS Incremental Costs Estimated Property Property Placed in Cost to Project Completion Project(2) MSA Type Count Service CIP(3) Complete(3) Total Start Date(4) Wholly-Owned Various SHOP Various SHOP 11 $ — $ 21,841 $ 78,341 $ 100,182 2Q18 - 2Q19 4Q19 - 4Q20 St Matthews I Louisville, KY Medical office 1 709 9,669 816 11,194 3Q18 4Q19 Swedish IV Denver, CO Medical office 1 678 1,295 5,729 7,702 1Q19 1Q20 10410 Science Center Drive San Diego, CA Life science 1 — 7,493 20,847 28,340 1Q19 4Q19 10275 Science Center Drive San Diego, CA Life science 1 — 1,633 48,572 50,205 2Q19 1Q21 Kendall Atrium Miami, FL Medical office 1 247 118 8,363 8,728 3Q19 4Q20 6965 Lusk San Diego, CA Life science 1 — 4,989 18,039 23,028 3Q19 1Q20 17 $ 1,634 $ 47,038 $ 180,707 $ 229,379 Projected stabilized cash-on-cash return on incremental capital invested typically ranges from 9.0% to 12.0% LAND HELD FOR DEVELOPMENT Estimated Gross Site Rentable Investment Project MSA Property Type Acreage Sq. Ft. to Date Wholly-Owned Forbes Research Center San Francisco, CA Life science 8 326 $ 50,806 Modular Labs III San Francisco, CA Life science 2 106 11,893 Torrey Pines Science Center San Diego, CA Life science 6 93 13,364 Directors Place San Diego, CA Life science 4 150 7,444 101 CambridgePark Drive Boston, MA Life science 1 N/A 21,835 Sunrise Tower 2 Las Vegas, NV Medical office 1 N/A 2,305 Remaining Various Various 1 N/A 946 23 675 $ 108,593 (1) Redevelopments are excluded from SPP until they are Stabilized. See Glossary for further definition. (2) During the quarter, Biotech Gateway and Pointe Grand were completed and placed in service. (3) Includes lease commissions incurred to date and projected lease commissions through Stabilization. (4) Excludes the completion of tenant improvements. 23 Return to TOC
Capital Expenditures For the three and nine months ended September 30, 2019, dollars in thousands, except per unit/square foot Senior Housing THIRD QUARTER Triple-net SHOP Life Science Medical Office Other Total Wholly-Owned Recurring capital expenditures $ 227 $ 5,197 $ 2,053 $ 4,227 $ — $ 11,704 Tenant improvements - 2nd generation — — 2,137 4,200 — 6,337 Lease commissions - 2nd generation(1) — — 3,679 2,387 — 6,066 FAD capital expenditures $ 227 $ 5,197 $ 7,869 $ 10,814 $ — $ 24,107 Revenue enhancing capital expenditures 772 5,745 1,280 121 — 7,918 Casualty related capital expenditures(2) 25 1,866 — — — 1,891 Initial Capital Expenditures ("ICE") — 430 277 565 — 1,272 Tenant improvements - 1st generation — — 9,578 4,900 — 14,478 Lease commissions - Dev/Redev/Acq(3) — — 586 699 — 1,285 Development — — 77,842 16,652 — 94,493 Redevelopment — 8,175 21,221 5,169 — 34,564 Capitalized interest — 194 6,812 253 — 7,259 Total capital expenditures $ 1,023 $ 21,607 $ 125,464 $ 39,172 $ — $ 187,267 (4) $321 $0.26 $0.20 Recurring capital expenditures per unit/sq. ft. per Unit per Sq. Ft. per Sq. Ft. YEAR-TO-DATE Wholly-Owned Recurring capital expenditures $ 871 $ 12,637 $ 3,695 $ 10,167 $ — $ 27,369 Tenant improvements - 2nd generation — — 5,662 12,593 — 18,255 Lease commissions - 2nd generation(1) — — 8,635 8,581 — 17,216 FAD capital expenditures $ 871 $ 12,637 $ 17,992 $ 31,341 $ — $ 62,840 Revenue enhancing capital expenditures 1,361 15,321 3,611 3,780 — 24,073 Casualty related capital expenditures(2) 399 4,461 — — — 4,860 ICE — 621 279 1,404 — 2,304 Tenant improvements - 1st generation — — 16,582 13,332 — 29,914 Lease commissions - Dev/Redev/Acq(5) — — 7,798 1,090 — 8,888 Development — — 255,645 34,386 — 290,031 Redevelopment — 15,404 50,088 18,485 — 83,976 Capitalized interest — 399 20,865 1,214 — 22,478 Total capital expenditures $ 2,631 $ 48,841 $ 372,860 $ 105,033 $ — $ 529,365 (4) $876 $0.50 $0.49 Recurring capital expenditures per unit/sq. ft. per Unit per Sq. Ft. per Sq. Ft. (1) Excludes lease commissions on Development, Redevelopment, and 1st generation recently acquired vacant space. (2) Casualty related capital expenditures include the acquisition of generators for assisted living facilities in Florida, as required by administrative rules adopted by Florida healthcare agencies and ratified by the Florida legislature. (3) Includes lease commissions on Development, Redevelopment, and 1st generation recently acquired space of $0.7 million, $0.4 million, and $0.2 million, respectively. (4) Senior housing triple-net per unit is not presented as it is not meaningful. (5) Includes lease commissions on Development, Redevelopment, and 1st generation recently acquired space of $2.9 million, $5.8 million, and $0.2 million, respectively. 24 Return to TOC
Portfolio Diversification As of and for the quarter ended September 30, 2019, dollars in thousands, includes our pro rata share of unconsolidated JVs PORTFOLIO INCOME BY MSA Property Senior Housing Medical MSA Count(1) Triple-net SHOP Life Science Office Other Total % of Total San Francisco, CA 82 $ 1,429 $ 2,525 $ 57,595 $ 806 $ — $ 62,355 21 Dallas, TX 39 1,794 1,670 — 15,785 1,450 20,699 7 San Diego, CA 38 — 649 14,457 2,298 — 17,404 6 Houston, TX 40 374 5,503 — 10,039 346 16,263 5 Denver, CO 22 2,186 2,249 — 5,729 — 10,164 3 Los Angeles, CA 14 2,034 3,020 — 1,273 3,834 10,161 3 Washington, DC 18 3,752 3,209 — 1,095 — 8,056 3 Seattle, WA 13 1,425 54 — 6,335 — 7,814 3 Boston, MA 10 — 914 6,328 124 — 7,366 2 New York, NY 9 3,085 4,258 — — — 7,343 2 Remaining 342 29,537 22,763 3,594 47,113 7,565 110,573 37 Cash NOI 627 $ 45,616 $ 46,814 $ 81,974 $ 90,599 $ 13,195 $ 278,198 92 Interest income — — — — — 2,741 2,741 1 Share of Unconsolidated JVs 97 — — — — 21,569 21,569 7 Portfolio Income 724 $ 45,616 $ 46,814 $ 81,974 $ 90,599 $ 37,505 $ 302,508 100 (1) Excludes sixteen properties in Development, including one unconsolidated development. 25 Return to TOC
Data Sync/Format: April/Vivian Data Preparer: April Tornquist Data Owner: Segment leadersData Sync/Format: April/Vivian Data Preparer: April Tornquist Data Owner: Segment leaders Portfolio Diversification As of and for the quarter ended September 30, 2019, dollars in thousands, includes our pro rata share of unconsolidated JVs PORTFOLIO INCOME BY OPERATOR/TENANT Tenant/Credit Exposure SHOP/Operator Exposure Senior % of % of Property Housing Life Medical Portfolio Property Portfolio Operator/Tenant Count(1) Triple-net Science Office Other Total Income Count(1) SHOP Other Total Income Brookdale Senior Living 43 $ 18,927 $ — $ — $ — $ 18,927 6 40 $ 11,818 $ 15,113 $ 26,932 9 Sunrise Senior Living 4 11,965 — — — 11,965 4 39 13,090 — 13,090 4 Hospital Corp of America ("HCA")(2) 88 — — 21,009 — 21,009 7 — — — — — Amgen 7 — 13,386 — — 13,386 4 — — — — — Oakmont Senior Living — — — — — — — 12 7,806 — 7,806 3 Remaining 420 14,725 68,588 69,589 21,265 174,167 58 71 14,100 1,126 15,226 5 Portfolio Income 562 $ 45,616 $ 81,974 $ 90,599 $ 21,265 $ 239,455 79 162 $ 46,814 $ 16,240 $ 63,053 21 PRO FORMA PORTFOLIO INCOME BY OPERATOR/TENANT(3) Tenant/Credit Exposure SHOP/Operator Exposure Senior % of % of Property Housing Life Medical Portfolio Property Portfolio Operator/Tenant Count(1) Triple-net Science Office Other Total Income Count(1) SHOP Other(4) Total Income Life Care Services — $ — $ — $ — $ — $ — — 17 $ 774 $ 29,235 $ 30,008 10 Hospital Corp of America ("HCA")(2) 88 — — 21,009 — 21,009 7 — — — — — Sunrise Senior Living 2 5,443 — — — 5,443 2 39 14,768 — 14,768 5 Brookdale Senior Living 24 10,284 — — — 10,284 4 19 — 6,312 6,312 2 Amgen 7 — 13,386 — — 13,386 5 — — — — — Remaining 333 10,477 69,358 68,944 16,259 165,038 57 72 23,648 1,126 24,774 9 Portfolio Income 454 $ 26,203 $ 82,744 $ 89,953 $ 16,259 $ 215,160 74 147 $ 39,190 $ 36,673 $ 75,863 26 (1) Excludes sixteen properties in Development, including one unconsolidated development. (2) Includes Cash NOI for 1.4M square feet in five properties that are 100% leased to HCA, and 2.9 million square feet in 83 properties partially leased to HCA. (3) Pro forma to reflect the 2019 Brookdale Transaction, the Senior Housing Joint Venture, the sale of our U.K. holdings, and certain other previously announced transactions. Pro forma Portfolio Income is further adjusted to reflect acquisitions, dispositions and operator transitions as if they occurred on the first day of the quarter. (4) Includes the thirteen CCRCs for which we are acquiring Brookdale's 51% interest and our share of the Senior Housing Joint Venture. 26 Return to TOC
Expirations and Maturities As of September 30, 2019, dollars in thousands EXCLUDES PURCHASE AND PREPAYMENT OPTIONS Annualized Base Rent(1) Senior Housing Medical Interest Year Total % of Total Triple-net Life Science Office Other Income 2019(2) $ 38,256 4 $ — $ 11,416 $ 26,840 $ — $ — 2020(3) 111,269 11 14,036 20,343 67,604 8,301 986 2021 107,629 11 1,121 50,491 53,559 1,668 790 2022 96,778 10 — 24,967 52,134 12,374 7,302 2023 97,330 10 9,612 44,114 42,190 — 1,413 2024 72,704 7 964 13,046 36,274 22,420 — 2025 110,673 11 2,803 46,715 61,155 — — 2026 54,329 5 4,397 26,390 23,542 — — 2027(4) 93,153 9 41,025 36,948 15,179 — — 2028 86,461 9 35,430 19,582 31,448 — — Thereafter 129,256 13 23,049 62,162 38,587 5,458 — $ 997,838 100 $ 132,439 $ 356,174 $ 448,513 $ 50,221 $ 10,492 Weighted average maturity in years 5.3 7.7 5.6 4.5 4.2 3.0 MATERIAL NEAR-TERM PURCHASE OPTIONS Annualized Maturity Year Option Date(5) Name MSA Property Type Base Rent(1) Option Price 2020(6) 2/2020 North Fulton Hospital Atlanta, GA Other $ 8,301 $ 82,040 2024 5/2021 Hoag Hospital Irvine Los Angeles, CA Other 14,804 226,200 2026 2/2021 Frost Street San Diego, CA Medical office 6,329 Fair market value 2022 2/2022 Frye Regional Medical Center Hickory, NC Other 8,409 67,675 (1) Annualized Base Rent does not include tenant recoveries, additional rent in excess of floors, and non-cash revenue adjustments. (2) Includes month-to-month and holdover leases. (3) Senior housing triple-net includes $13.8 million related to a nine-property master lease with Capital Senior Living for which we have reached an agreement for early termination. See our Earnings Release for more information. (4) Reflects the 2019 Brookdale Transaction in which we agreed to restructure twenty-four senior housing triple net properties into a single master lease expiring on December 31, 2027. (5) Reflects the earliest point at which the purchase option can be exercised. (6) Tenant has provided notice of intent to exercise the purchase option effective February 2020. 27 Return to TOC
Triple-Net Master Lease Profile(1)(2) (1) Excludes properties held for sale or sold, master leases with properties acquired during the period required to calculate CFC, and master leases that include newly completed developments that are not Stabilized. Additionally, excludes a data point representing two Sunrise properties that are planned to convert to SHOP in 4Q19. (2) Pro forma to reflect the 2019 Brookdale Transaction. In connection with the % of Weighted agreement twenty-four senior housing triple-net properties were restructured into Total Cash NOI Average a single master lease expiring on December 31, 2027. Also pro forma to exclude a and Interest # of Leases/ Maturity in master lease for Capital Senior Living representing nine properties, four of which Facility EBITDAR CFC Income Data Points Years Guaranty(4) are expected to convert to SHOP in the next six months with new operators and Less than 1.0x 2.4 5 7.4 100.0% five of which are expected to be sold to third parties but do not yet meet the criteria 1.00x - 1.25x 5.8 2 8.6 65.5% to be classified as held for sale as of September 30, 2019. (3) Represents a three property master lease that was previously in development, which 1.26x - 1.50x 1.4 1 11.0 100.0% has reached the 24 month Stabilization period, but has not yet reached 80% 1.51x and above 2.1 2 4.8 100.0% Occupancy. (4) Represents the percentage of total Cash NOI supported by a corporate guaranty. 28 Return to TOC
Senior Housing Triple-net As of and for the quarter ended September 30, 2019, dollars in thousands, except REVPOR Facility Facility Property Occupancy REVPOR EBITDARM EBITDAR Property Portfolio Count Investment Cash NOI Units % Triple-Net CFC(1) CFC(1) Assisted/Independent living 90 $ 1,457,207 $ 40,173 8,637 84.0 $ 5,412 1.23x 1.06x CCRC 2 256,331 5,443 1,052 88.1 6,443 1.38x 1.17x Total 92 $ 1,713,538 $ 45,616 9,689 84.4 $ 5,529 1.26x 1.08x Facility Facility Occupancy REVPOR EBITDARM EBITDAR Operator Investment Cash NOI Count Units % Triple-Net CFC(1) CFC(1) Brookdale Senior Living(2) $ 782,176 $ 18,927 43 4,725 85.8 $ 5,406 1.30x 1.12x Sunrise Senior Living(3) 342,255 11,965 4 1,253 88.3 7,191 1.38x 1.17x Aegis Senior Living 182,152 4,759 10 702 89.1 9,025 1.44x 1.26x Capital Senior Living(4) 181,988 4,549 15 1,504 80.1 3,279 1.11x 0.96x Harbor Retirement Associates(5) 151,938 4,228 10 910 80.4 5,113 1.05x 0.90x Remaining 73,029 1,189 10 595 77.3 4,423 0.74x 0.58x Total $ 1,713,538 $ 45,616 92 9,689 84.4 $ 5,529 1.26x 1.08x (1) Facility EBITDARM and Facility EBITDAR CFC exclude properties that are expected to be sold or convert to SHOP. (2) Brookdale Senior Living and Total EBITDARM and EBITDAR CFC exclude eighteen properties that are expected to be sold to Brookdale in 1Q20 and one property that is expected to convert to SHOP in the next twelve months. (3) Sunrise Senior Living and Total EBITDARM and EBITDAR CFC exclude two properties that are expected to convert to SHOP in 4Q19. (4) Capital Senior Living and Total EBITDARM and EBITDAR CFC exclude nine properties, four of which are expected to convert to SHOP with new operators in the next six months and five of which are expected to be sold in the next six to twelve months but do not yet meet the criteria to be classified as held for sale at September 30, 2019. (5) Harbor Retirement Associates and Total EBITDARM and EBITDAR CFC exclude two properties that are expected to be sold in the next six months. 29 Return to TOC
Senior Housing Triple-net Same Property Portfolio Dollars in thousands, except REVPOR 3Q18 4Q18 1Q19 2Q19 3Q19 Property count 72 72 72 72 72 Investment $ 1,365,578 $ 1,367,374 $ 1,368,091 $ 1,368,611 $ 1,369,627 Units 7,565 7,549 7,552 7,559 7,555 Occupancy % 86.3 86.3 86.5 85.9 85.1 REVPOR Triple-net $ 5,520 $ 5,517 $ 5,494 $ 5,567 $ 5,628 Facility EBITDARM CFC(1) 1.35x 1.33x 1.31x 1.27x 1.26x Facility EBITDAR CFC(1) 1.16x 1.15x 1.13x 1.09x 1.08x Real Estate Revenues $ 32,695 $ 33,340 $ 32,662 $ 33,202 $ 34,797 Operating Expenses (44) (68) (52) (52) (53) NOI $ 32,650 $ 33,271 $ 32,610 $ 33,150 $ 34,744 Cash Real Estate Revenues $ 32,387 $ 34,541 $ 30,544 $ 33,544 $ 33,004 Cash Operating Expenses (30) (54) (38) (38) (39) Cash NOI $ 32,357 $ 34,486 $ 30,507 $ 33,506 $ 32,965 Year-Over-Year Three-Month SPP Growth 1.9% (1) EBITDARM and EBITDAR CFC exclude seven properties that are expected to convert to SHOP in the next six months and five that are expected to sell but do not yet meet the criteria to be classified as held for sale at September 30, 2019. 30 Return to TOC
Senior Housing Triple-net New Supply As of and for the quarter ended September 30, 2019, dollars in thousands NEW SUPPLY ANALYSIS Senior Housing Triple-net (1) Portfolio 5-Mile Radius % of Cash NOI 5-Year 80+ Triple- Properties/ Exposed Population 80+ Median Median net Cash Units Under to New Growth % Penetration Household Home Unemploy- MSA Units Cash NOI NOI Construction(2) Supply(3) 2019-2024 Rate % Income Value ment % US National Average 15.0 12.0 $ 63 $ 218 3.7 Washington, DC 592 $ 3,752 8.2 1 / 124 $ 2,535 28.1 11.4 97 366 2.1 New York, NY 278 3,085 6.8 -- / -- — 12.1 1.6 49 403 2.6 Philadelphia, PA 539 2,908 6.4 -- / -- — 3.0 15.6 100 331 3.1 Portland, OR 896 2,334 5.1 1 / 216 454 19.8 27.2 72 347 4.0 Denver, CO 412 2,186 4.8 2 / 241 1,423 15.7 19.1 80 441 2.8 Jacksonville, FL 486 2,040 4.5 1 / 328 1,344 23.1 25.1 61 224 2.8 Los Angeles, CA 305 2,034 4.5 1 / 40 503 16.3 7.7 92 665 3.7 Dallas, TX 632 1,794 3.9 2 / 196 320 23.8 16.3 83 199 3.2 Austin, TX 269 1,582 3.5 -- / -- — 17.9 17.1 77 463 2.6 Sebastian, FL 298 1,433 3.1 -- / -- — 14.6 11.0 57 244 4.1 San Francisco, CA 214 1,429 3.1 -- / -- — 15.1 10.5 115 848 2.6 Seattle, WA 206 1,425 3.1 -- / -- — 14.5 14.2 100 630 3.0 Chicago, IL 285 1,306 2.9 -- / -- — 12.6 6.3 76 242 3.6 Providence, RI 276 1,306 2.9 -- / -- — 11.5 11.1 64 326 4.3 Charlotte, NC 336 1,245 2.7 1 / 88 233 26.0 18.0 61 200 3.1 Baltimore, MD(4) — 948 2.1 -- / -- — — — — — — Tucson, AZ 282 935 2.0 -- / -- — 14.9 33.1 67 306 3.1 Sacramento, CA 272 676 1.5 -- / -- — 13.4 12.5 67 337 4.0 Nashville, TN 97 669 1.5 -- / -- — 14.4 23.1 59 226 0.8 Miami, FL 186 668 1.5 1 / 150 668 10.7 8.0 67 314 3.1 Remaining 2,828 11,862 26.0 5 / 522 1,279 17.6 8.1 55 199 3.0 Total 9,689 $ 45,616 100.0 15 / 1,905 $ 8,759 14.6 10.4 $ 70 $ 325 3.0 % of Total Cash NOI and Interest Income 2.9% (1) Demographic data provided by StratoDem Analytics for 2019. Construction and supply data provided by National Investment Center for Senior Housing and Care (“NIC”) for the quarter ended September 30, 2019. Data reflects a 5-mile radius around each community and is weighted by Cash NOI. See Glossary for further discussion. (2) Represents the number of properties and units with similar care types that are under construction. (3) Represents total Cash NOI exposed to new construction and material expansions. (4) Baltimore properties were sold as of 9/30/19. 31 Return to TOC
SHOP As of and for the quarter ended September 30, 2019, dollars in thousands, except REVPOR INVESTMENTS Property REVPOR Count Investment Cash NOI Units Occupancy % SHOP Operator Sunrise Senior Living 39 $ 926,668 $ 13,090 3,855 81.7 $ 7,331 Brookdale Senior Living 25 841,232 11,818 3,808 86.2 3,971 Oakmont Senior Living 12 573,823 7,806 1,099 95.9 7,324 Atria Senior Living 27 578,184 7,048 3,540 83.8 4,358 Discovery Senior Living 11 487,824 2,876 1,542 76.9 4,383 Remaining 25 500,020 4,176 2,398 80.6 5,171 Total 139 $ 3,907,751 $ 46,814 16,242 83.2 $ 5,330 TOTAL OPERATING PORTFOLIO 3Q18 4Q18 1Q19 2Q19 3Q19 Property count 97 93 102 135 139 Investment $ 2,462,108 $ 2,228,265 $ 2,556,785 $ 3,634,908 $ 3,907,751 Units 12,995 11,708 12,807 16,043 16,242 Occupancy % 84.2 83.0 82.6 81.9 83.2 REVPOR SHOP $ 4,089 $ 4,259 $ 4,586 $ 4,927 $ 5,330 Real Estate Revenues $ 137,044 $ 127,909 $ 126,181 $ 177,001 $ 212,275 Operating Expenses (106,182) (104,617) (96,948) (137,460) (166,201) NOI $ 30,863 $ 23,292 $ 29,233 $ 39,542 $ 46,074 Cash Real Estate Revenues $ 137,815 $ 127,950 $ 127,149 $ 178,129 $ 213,232 Cash Operating Expenses (105,576) (101,428) (96,764) (137,747) (166,419) Cash NOI $ 32,240 $ 26,522 $ 30,385 $ 40,382 $ 46,814 Cash NOI Margin % 23.4 20.7 23.9 22.7 22.0 32 Return to TOC
SHOP MSA As of and for the quarter ended September 30, 2019, dollars in thousands, except REVPOR OPERATING PORTFOLIO METRICS Units(1) REVPOR SHOP(1) % of SHOP Occupancy MSA Investment Cash NOI Cash NOI AL IL % AL IL Houston, TX $ 353,232 $ 5,503 11.8 311 1,723 87.3 $ 4,841 $ 2,918 New York, NY 197,231 4,258 9.1 639 — 86.9 8,301 — Washington, DC 274,927 3,209 6.9 972 100 76.4 7,158 5,804 Los Angeles, CA 280,477 3,020 6.5 559 — 98.5 9,865 — San Francisco, CA 134,733 2,525 5.4 282 — 96.8 8,173 — Chicago, IL 187,680 2,434 5.2 250 610 83.7 6,640 4,578 Denver, CO 176,024 2,249 4.8 154 437 86.2 4,774 4,122 Miami, FL 242,270 1,773 3.8 1,102 224 90.1 4,586 — Baltimore, MD 131,728 1,695 3.6 463 — 79.6 6,496 — Dallas, TX 120,790 1,670 3.6 287 391 84.2 4,226 2,968 Sacramento, CA 97,236 1,304 2.8 158 — 96.1 7,962 — Riverside, CA 76,328 1,239 2.6 312 — 96.7 5,923 — Memphis, TN 72,635 1,197 2.6 — 182 94.0 — 6,066 Killeen, TX 60,745 962 2.1 — 231 83.3 — 5,338 Sarasota, FL 79,651 941 2.0 126 164 91.0 4,488 — Boston, MA 58,633 914 2.0 177 — 84.8 7,603 — Detroit, MI 59,712 907 1.9 330 — 72.5 6,158 — Melbourne, FL 75,777 886 1.9 — 163 92.3 — 5,085 St. Louis, MO 47,313 855 1.8 152 — 80.8 7,838 — Phoenix, AZ 43,044 854 1.8 — 210 86.7 — 4,095 Remaining 1,137,585 8,419 18.0 4,562 971 79.6 5,550 3,733 Total $ 3,907,751 $ 46,814 100.0 10,836 5,406 83.2 $ 6,094 $ 3,797 (1) Units and REVPOR SHOP are based on the majority type within each community. AL includes needs-based care, such as memory care. 33 Return to TOC
SHOP Same Property Portfolio Dollars in thousands, except REVPOR CORE Sequential Year-Over- 3Q18 4Q18 1Q19 2Q19 3Q19 Growth Year Growth Property count 28 28 28 28 28 — — Investment $ 967,253 $ 977,822 $ 981,180 $ 987,207 $ 994,253 0.7 % 2.8 % Units 3,936 3,936 3,935 3,936 3,936 — % — % Occupancy % 90.0 89.8 88.1 87.3 87.7 0.4% (2.3%) REVPOR SHOP $ 4,259 $ 4,257 $ 4,419 $ 4,442 $ 4,415 (0.6%) 3.7 % Real Estate Revenues $ 45,150 $ 45,195 $ 45,572 $ 45,594 $ 45,670 0.2% 1.2 % Operating Expenses (29,475) (30,352) (29,945) (29,631) (30,966) 4.5% 5.1 % NOI $ 15,674 $ 14,843 $ 15,627 $ 15,963 $ 14,704 (7.9%) (6.2%) Cash Real Estate Revenues $ 45,247 $ 45,118 $ 45,940 $ 45,782 $ 45,729 (0.1%) 1.1 % Cash Operating Expenses (29,501) (29,678) (30,139) (29,759) (31,145) 4.7% 5.6 % Cash NOI $ 15,746 $ 15,440 $ 15,801 $ 16,022 $ 14,584 (9.0%) (7.4%) (1) Cash NOI Margin % 34.8 34.2 34.4 35.0 31.9 (3.1%) (2.9%) TRANSITION(2) Sequential Year-Over- 3Q18 4Q18 1Q19 2Q19 3Q19 Growth Year Growth Property count 20 20 20 20 20 — — Investment $ 442,700 $ 447,720 $ 447,153 $ 449,089 $ 452,329 0.7% 2.2 % Units 2,607 2,606 2,607 2,607 2,605 (0.1)% (0.1)% Occupancy % 83.1 84.1 83.8 83.6 84.7 1.1% 1.6% REVPOR SHOP $ 4,214 $ 4,123 $ 4,294 $ 4,268 $ 4,158 (2.6%) (1.3)% Real Estate Revenues $ 27,037 $ 27,051 $ 27,978 $ 27,833 $ 27,462 (1.3%) 1.6% Operating Expenses (20,902) (21,881) (20,457) (21,019) (21,245) 1.1% 1.6% NOI $ 6,135 $ 5,170 $ 7,520 $ 6,815 $ 6,217 (8.8%) 1.3% Cash Real Estate Revenues $ 27,384 $ 27,108 $ 28,155 $ 27,913 $ 27,536 (1.4%) 0.6% Cash Operating Expenses (20,981) (21,053) (20,517) (21,079) (21,305) 1.1% 1.5 % Cash NOI $ 6,403 $ 6,054 $ 7,637 $ 6,835 $ 6,231 (8.8%) (2.7%) (1) Cash NOI Margin % 23.4 22.3 27.1 24.5 22.6 (1.9%) (0.8%) (1) Same property portfolio Cash NOI growth for the year-over-year nine-month comparison is (3.0%) for Core and (9.8%) for Transition. (2) Represents properties previously managed by Brookdale Senior Living that have transitioned to new operators in accordance with the 2017 Brookdale Transaction. Refer to the 4Q17 Earnings Release and Supplemental Report for additional information. 34 Return to TOC
SHOP Same Property Portfolio Dollars in thousands, except REVPOR TOTAL Sequential Year-Over- 3Q18 4Q18 1Q19 2Q19 3Q19 Growth Year Growth Property count 48 48 48 48 48 — — Investment $ 1,409,953 $ 1,425,542 $ 1,428,333 $ 1,436,296 $ 1,446,582 0.7 % 2.6 % Units 6,543 6,542 6,542 6,543 6,541 — % — % Occupancy % 87.2 87.5 86.4 85.8 86.5 0.7% (0.7%) REVPOR SHOP $ 4,242 $ 4,206 $ 4,371 $ 4,375 $ 4,315 (1.4%) 1.7 % Real Estate Revenues $ 72,187 $ 72,247 $ 73,549 $ 73,427 $ 73,132 (0.4%) 1.3% Operating Expenses (50,378) (52,234) (50,403) (50,650) (52,211) 3.1% 3.6% NOI $ 21,809 $ 20,013 $ 23,147 $ 22,778 $ 20,920 (8.2%) (4.1%) Cash Real Estate Revenues $ 72,631 $ 72,225 $ 74,095 $ 73,695 $ 73,265 (0.6%) 0.9 % Cash Operating Expenses (50,482) (50,731) (50,656) (50,838) (52,450) 3.2% 3.9 % Cash NOI $ 22,149 $ 21,494 $ 23,439 $ 22,857 $ 20,815 (8.9%) (6.0%) Cash NOI Margin % 30.5 29.8 31.6 31.0 28.4 (2.6%) (2.1%) Oakmont San Jose San Jose, CA 35 Return to TOC
SHOP New Supply As of and for the quarter ended September 30, 2019, dollars in thousands NEW SUPPLY ANALYSIS SHOP 5-Mile Radius(1) Cash NOI 5-Year 80+ % of Properties/ Exposed Population 80+ Median SHOP Units Under to New Growth % Penetration Household Median Unemploy- MSA Units Cash NOI Cash NOI Construction(2) Supply(3) 2019-2024 Rate % Income Home Value ment% US National Average 15.0 12.0 $ 63 $ 218 3.7 Houston, TX 2,034 $ 5,503 11.8 4 / 792 $ 3,296 24.4 18.4 94 303 2.9 New York, NY 639 4,258 9.1 2 / 142 719 10.6 8.5 114 509 3.0 Washington, DC 1,072 3,209 6.9 6 / 613 1,182 18.8 8.2 113 508 2.7 Los Angeles, CA 559 3,020 6.5 1 / 142 257 14.4 6.2 113 784 3.4 San Francisco, CA 282 2,525 5.4 -- / -- — 16.2 12.1 94 678 3.1 Chicago, IL 860 2,434 5.2 1 / 163 48 15.7 17.0 107 317 3.7 Denver, CO 591 2,249 4.8 3 / 571 1,187 16.0 16.9 67 391 3.1 Miami, FL 1,326 1,773 3.8 6 / 774 781 10.9 8.9 65 257 3.6 Baltimore, MD 463 1,695 3.6 -- / -- — 17.6 7.5 100 347 3.4 Dallas, TX 678 1,670 3.6 1 / 70 262 24.1 17.0 69 191 3.6 Sacramento, CA 158 1,304 2.8 3 / 216 1,304 16.1 16.7 88 416 3.4 Riverside, CA 312 1,239 2.6 1 / 118 430 19.3 5.6 89 454 3.8 Memphis, TN 182 1,197 2.6 3 / 504 1,197 17.9 22.3 83 236 2.6 Killeen, TX 231 962 2.1 -- / -- — 17.1 — 56 146 2.9 Sarasota, FL 290 941 2.0 2 / 106 380 13.8 10.6 57 229 3.3 Boston, MA 177 914 2.0 2 / 173 617 10.5 11.1 91 587 2.3 Detroit, MI 330 907 1.9 2 / 180 226 11.8 23.9 79 252 3.3 Melbourne, FL 163 886 1.9 -- / -- — 14.4 7.9 62 222 3.1 St. Louis, MO 152 855 1.8 1 / 65 395 7.2 10.4 91 269 2.1 Phoenix, AZ 210 854 1.8 -- / -- — 19.8 15.4 57 226 4.3 Remaining 5,533 8,419 18.0 14 / 1,613 3,024 15.4 14.9 77 415 3.2 Total 16,242 $ 46,814 100.0 52 / 6,242 $ 15,305 15.9 12.6 $ 88 $ 410 3.2 % of Total Cash NOI and Interest Income 5.1% (1) Demographic data provided by StratoDem Analytics for 2019. Construction and supply data provided by NIC for the quarter ended September 30, 2019. Data reflects a 5-mile radius around each community and is weighted by Cash NOI. See Glossary for further discussion. (2) Represents the number of properties and units with similar care types that are under construction. (3) Represents total Cash NOI exposed to new construction and material expansions. 36 Return to TOC
Life Science As of and for the quarter ended September 30, 2019, dollars and square feet in thousands INVESTMENTS(1) Property Cash Square Occupancy MSA Count Investment NOI Feet % San Francisco, CA 75 $ 3,255,923 $ 57,595 4,715 96.8 San Diego, CA 32 830,920 14,457 2,031 97.6 Boston, MA 7 547,323 6,328 739 100.0 Remaining 7 146,281 3,594 476 100.0 121 $ 4,780,446 $ 81,974 7,961 97.5 SAME PROPERTY PORTFOLIO 3Q18 4Q18 1Q19 2Q19 3Q19 Property Count 96 96 96 96 96 Investment $ 3,255,114 $ 3,266,425 $ 3,271,361 $ 3,282,195 $ 3,298,487 Square Feet 5,995 5,995 5,996 5,993 5,993 Occupancy % 95.9 96.3 96.8 95.5 97.1 Real Estate Revenues $ 78,629 $ 79,112 $ 78,874 $ 81,375 $ 83,215 Operating Expenses (18,642) (18,771) (17,539) (19,228) (19,872) NOI $ 59,987 $ 60,341 $ 61,335 $ 62,147 $ 63,342 Cash Real Estate Revenues $ 77,230 $ 77,738 $ 77,705 $ 79,714 $ 81,831 Cash Operating Expenses (18,629) (18,758) (17,526) (19,215) (19,859) Cash NOI $ 58,601 $ 58,980 $ 60,180 $ 60,499 $ 61,972 Year-Over-Year Three-Month SPP Growth % 5.8% (1) Excludes 10 properties that are in Development. 37 Return to TOC
Life Science As of September 30, 2019, dollars and square feet in thousands SELECTED LEASE EXPIRATION DATA (NEXT 5 YEARS) Total San Francisco San Diego Boston Remaining Leased Square Annualized Square Annualized Square Annualized Square Annualized Square Annualized Year Feet % Base Rent(1) % Feet Base Rent(1) Feet Base Rent(1) Feet Base Rent(1) Feet Base Rent(1) 2019(2) 291 4 $ 11,416 3 133 $ 4,642 79 $ 3,396 80 $ 3,378 — $ — 2020 475 6 20,343 6 289 13,364 149 5,304 37 1,674 — — 2021 827 11 50,491 14 615 42,517 147 5,379 64 2,595 — — 2022 690 9 24,967 7 223 9,715 386 12,829 11 442 70 1,982 2023 768 10 44,114 12 644 38,780 97 3,918 27 1,416 — — Thereafter 4,709 61 204,844 58 2,658 139,996 1,125 29,191 520 23,107 406 12,550 7,760 100 $ 356,174 100 4,563 $ 249,014 1,982 $ 60,017 739 $ 32,612 476 $ 14,532 TENANT CONCENTRATION Leased Square Feet Annualized Base Rent(1) Remaining Lease Term % of % of Credit in Years Amount Total Amount Total Rating Amgen 3.0 684 9 $ 51,143 14 A University, Public Biotech / Government, Myriad Genetics 5.7 359 5 11,033 3 — Medical Device Research 4% Denali Therapeutics 9.6 148 2 9,823 3 — 53% Rigel Pharmaceuticals 3.3 147 2 9,351 3 — Office and R&D 8% AstraZeneca Pharmaceuticals 7.5 156 2 8,847 2 BBB+ General Atomics 10.7 551 7 8,196 2 — Pharma Private 13% Shire 9.1 184 2 7,264 2 BBB+ Biotech / Five Prime 8.3 115 1 7,025 2 — Medical Device NuVasive 14.7 224 3 6,920 2 — 22% Alector 9.6 105 1 6,483 2 — Remaining 5.3 5,087 66 230,089 65 5.6 7,760 100 $ 356,174 100 (1) Annualized Base Rent does not include tenant recoveries, additional rent in excess of floors, and non-cash revenue adjustments. (2) Includes month-to-month and holdover leases. 38 Return to TOC
Life Science Square feet in thousands LEASING ACTIVITY Annualized Our Tenant Leased Base Rent % Change in Improvements Leasing Costs Average Lease Retention Square Feet Per Sq. Ft. Cash Rents per Sq. Ft. per Sq. Ft. Term (Months) Rate YTD Leased Square Feet as of June 30, 2019 7,283 $ 45.52 Acquisitions 311 41.76 Developments 76 35.76 Redevelopments placed in service 68 60.60 Properties placed into redevelopment (75) 25.08 Expirations (124) 39.37 Renewals, amendments and extensions 114 59.72 49.4 $ 6.49 $ 7.08 38 80.0% New leases 147 41.81 17.77 12.33 70 Terminations (40) 35.14 Leased Square Feet as of September 30, 2019 7,760 $ 45.90 CambridgePark Drive Cambridge, MA 39 ReturnReturn toto TOCTOC
Medical Office As of and for the quarter ended September 30, 2019, dollars and square feet in thousands PORTFOLIO BY MARKET(1) Square Feet On-campus(2) Off-campus(3) Total Property Occupancy MSA Count Investment Cash NOI % Multi-tenant Single-tenant Multi-tenant Single-tenant Multi-tenant Single-tenant % of Total Dallas, TX 25 $ 712,040 $ 15,785 93.7 1,849 1,352 265 54 2,114 1,406 17 Houston, TX 29 569,123 10,039 91.8 1,320 1,365 287 — 1,606 1,365 14 Seattle, WA 6 227,002 6,335 93.5 667 — — — 667 — 3 Denver, CO 16 286,641 5,729 86.9 1,077 — 35 — 1,113 — 5 Nashville, TN 14 177,383 4,799 93.7 1,290 10 — — 1,290 10 6 Louisville, KY 11 224,739 4,470 94.0 565 17 447 15 1,012 32 5 Greenville, SC 15 294,767 3,973 99.4 232 560 12 45 244 604 4 Salt Lake City, UT 13 150,531 3,358 90.1 434 63 261 7 695 71 4 Phoenix, AZ 13 185,565 2,858 86.1 519 — 207 — 726 — 4 Philadelphia, PA 3 373,455 2,839 84.2 700 — 217 90 917 90 5 San Diego, CA 5 110,502 2,298 98.3 — 176 155 — 155 176 2 Miami, FL 9 90,282 2,275 88.6 451 — — 30 451 30 2 Kansas City, MO 4 94,594 1,739 96.8 299 — — 8 299 8 1 San Antonio, TX 4 71,988 1,356 80.5 354 — — — 354 — 2 Las Vegas, NV 6 112,262 1,348 83.0 536 — — — 536 — 3 Ogden, UT 9 64,101 1,288 86.6 269 — 13 68 282 68 2 Los Angeles, CA 4 65,724 1,273 88.9 106 — 97 — 202 — 1 Fresno, CA 1 59,689 1,193 100.0 — 56 — — — 56 — Washington, DC 3 66,096 1,095 91.9 55 29 99 — 154 29 1 Tampa, FL 2 51,546 827 79.6 329 — — — 329 — 2 Remaining 70 905,570 15,720 96.7 1,406 1,243 452 490 1,857 1,734 17 262 $ 4,893,599 $ 90,599 92.1 12,455 4,871 2,546 807 15,002 5,678 100 (1) Excludes five properties that are in Development. (2) Includes 7.5 million square feet subject to ground leases with average expirations of 57 years and renewal options generally ranging from 10 to 25 years. (3) Includes medical office buildings that are off-campus, adjacent (within 0.25 miles of a hospital campus) and anchored (50% or more leased by a health system). 40 Return to TOC
Medical Office As of and for the quarter ended September 30, 2019, square feet in thousands SQUARE FEET BY HEALTH SYSTEM Square Feet Directly Leased by Health System Health System Credit % of Annualized Health System Rank(1) Rating On-Campus Anchored(2) Adjacent(2) Off-Campus Total % of Total % Square Feet Base Rent HCA 2 Ba1 8,686 60 236 — 8,982 43.4 22.6 23.1 Memorial Hermann Health System 43 A1 1,709 80 — — 1,788 8.6 8.4 4.7 Community Health Systems, Inc. 10 Caa3 1,189 51 — — 1,239 6.0 5.6 3.7 Prisma Health 72 A2 792 57 — — 848 4.1 4.1 3.5 Norton Healthcare 122 — 582 15 328 — 925 4.5 2.8 3.1 Jefferson Health 159 A2 700 — — — 700 3.4 2.0 1.9 Providence Health & Services 4 Aa3 563 — — — 563 2.7 1.3 2.1 Steward Health Care N/A — 547 — — — 547 2.6 1.5 1.4 Remaining - credit rated 2,228 773 453 — 3,454 16.7 Non-credit rated 330 193 56 1,053 1,631 7.9 Total 17,326 1,228 1,073 1,053 20,680 100.0 48.3 43.5 % of Total 83.8 5.9 5.2 5.1 Total Healthcare Affiliated 94.9% LEASING ACTIVITY Annualized Our Tenant Leased Base Rent % Change in Improvements Leasing Costs Average Lease Retention Square Feet Per Sq. Ft. Cash Rents(3) per Sq. Ft. per Sq. Ft. Term (Months) Rate YTD Leased Square Feet as of June 30, 2019 19,067 $ 24.50 Dispositions (33) 20.80 Expirations (629) 24.50 Renewals, amendments and extensions 546 25.24 3.2 $ 7.06 $ 3.68 52 82.3% New leases 134 25.66 23.19 6.60 57 Terminations (45) 30.85 Leased Square Feet as of September 30, 2019 19,040 $ 24.63 (1) Ranked by revenue based on the 2018 Modern Healthcare’s Healthcare Systems Financial Database. Systems denoted as N/A are not reported. (2) Denotes whether the medical office building is adjacent (within 0.25 miles) to a hospital campus or anchored (the asset is off-campus, but is 50% or more leased to a health system). (3) For comparative purposes, reflects adjustments for leases that converted to a different lease type upon renewal, amendment or extension of the original lease. 41 Return to TOC
Medical Office As of and for the quarter ended September 30, 2019, dollars and square feet in thousands SELECTED LEASE EXPIRATION DATA (NEXT 5 YEARS)(1) Total On-Campus Off-Campus Leased Annualized Annualized Annualized Year Square Feet % Base Rent(2) % Square Feet Base Rent(2) Square Feet Base Rent(2) 2019(3) 998 5 $ 26,840 6 737 $ 20,356 262 $ 6,484 2020 2,547 13 67,604 15 2,246 60,596 300 7,008 2021 2,068 11 53,559 12 1,788 46,408 280 7,151 2022 2,031 11 52,134 12 1,603 41,519 429 10,616 2023 1,608 9 42,190 9 1,329 35,063 279 7,127 Thereafter 9,656 51 206,185 46 8,261 172,442 1,395 33,743 18,908 100 $ 448,513 100 15,964 $ 376,384 2,944 $ 72,128 SAME PROPERTY PORTFOLIO 3Q18 4Q18 1Q19 2Q19 3Q19 Property Count 236 236 236 236 236 Investment $ 4,152,400 $ 4,189,554 $ 4,205,569 $ 4,220,196 $ 4,236,164 Square Feet 18,771 18,821 18,823 18,826 18,826 Occupancy % 91.9 92.2 92.0 92.1 92.1 Real Estate Revenues $ 125,887 $ 124,254 $ 126,919 $ 126,710 $ 128,612 Operating Expenses (44,832) (42,696) (43,471) (44,345) (45,602) NOI $ 81,055 $ 81,558 $ 83,448 $ 82,364 $ 83,010 Cash Real Estate Revenues $ 123,929 $ 122,225 $ 124,656 $ 125,035 $ 126,638 Cash Operating Expenses (44,132) (41,956) (42,742) (43,617) (44,874) Cash NOI $ 79,797 $ 80,269 $ 81,915 $ 81,418 $ 81,764 Year-Over-Year Three-Month SPP Growth % 2.5% (1) Excludes 132,000 square feet and annualized base revenue of $2.6 million related to six assets held for sale at September 30, 2019. (2) Annualized Base Rent does not include tenant recoveries, additional rent in excess of floors, and non-cash revenue adjustments. (3) Includes month-to-month and holdover leases. 42 Return to TOC
Other Wholly-owned As of and for the quarter ended September 30, 2019, dollars in thousands LEASED PROPERTIES Facility Facility (1) Certain operators in our hospital portfolio are Property Occupancy EBITDARM EBITDAR not required under their respective leases to (1) (1) (1) Type/Operator Count Investment Cash NOI Beds % CFC CFC provide operational data. Hospital and Post- Hospitals 12 $ 303,591 $ 12,875 1,310 49.4 3.41x 3.07x acute/skilled EBITDARM and EBITDAR CFC each exclude one property that is held for sale. Post-acute/skilled 1 17,532 320 120 88.6 N/A N/A (2) Investment represents fundings under the Total Leased Properties 13 $ 321,123 $ 13,195 $115 million participating development loan for the construction of 620 Terry, a $147 million senior housing development located in Seattle. DEBT INVESTMENTS Upon sale or refinancing, we will receive 20% of fair market value in excess of the total Weighted development cost. Average Interest Maturity in Investment Income Yield Years 620 Terry Development Loan(2) $ 97,203 $ 1,487 6.5% 3.2 Remaining 60,030 1,254 8.3% 2.7 Total Debt Investments $ 157,233 $ 2,741 7.2% 3.1 SAME PROPERTY PORTFOLIO 3Q18 4Q18 1Q19 2Q19 3Q19 Property count 11 11 11 11 11 Investment $ 294,008 $ 294,008 $ 294,008 $ 294,008 $ 294,008 Beds 1,268 1,268 1,268 1,268 1,268 Occupancy %(1) 46.9 45.3 46.3 48.7 48.3 Facility EBITDARM CFC(1) 3.67x 3.43x 3.32x 3.47x 3.41x Facility EBITDAR CFC(1) 3.33x 3.09x 2.98x 3.13x 3.07x Real Estate Revenues $ 12,181 $ 12,179 $ 12,238 $ 12,286 $ 12,260 Operating Expenses (5) (9) (5) (5) (5) NOI $ 12,177 $ 12,170 $ 12,233 $ 12,281 $ 12,255 Cash Real Estate Revenues $ 12,371 $ 12,374 $ 12,432 $ 12,503 $ 12,729 Cash Operating Expenses (5) (9) (5) (5) (5) Cash NOI $ 12,366 $ 12,365 $ 12,427 $ 12,499 $ 12,725 Year-Over-Year Three-Month SPP Growth 2.9% 43 Return to TOC
Other Unconsolidated JVs(1) As of and for the quarter ended September 30, 2019, dollars and square feet in thousands Other SHOP Medical SELECTED FINANCIAL DATA AT 100% Total CCRC JV JVs U.K. JV Office Remaining Joint ventures' Investment $ 2,327,251 $ 1,509,977 $ 262,636 $ 492,697 $ 52,365 $ 9,576 Joint ventures' mortgage debt 1,019,112 605,601 134,304 276,745 — 2,462 Property count 98 15 9 68 3 3 Capacity 7,272 Units 932 Units 3,542 Beds 294 Sq. Ft. 360 Beds Occupancy % 85.1 89.0 88.6 77.0 78.6 Total revenues $ 128,759 $ 107,492 $ 9,129 $ 10,045 $ 1,712 $ 381 Operating expenses (95,737) (88,146) (6,696) — (866) (29) NOI $ 33,022 $ 19,346 $ 2,433 $ 10,045 $ 846 $ 352 Depreciation and amortization (31,289) (25,617) (1,684) (3,390) (527) (71) General and administrative expenses (1,412) (53) (43) (1,249) (65) (2) Interest expense and other (10,458) (6,274) (1,329) (2,788) — (67) Impairments (recoveries), net (11,280) (11,280) — — — — Net income (loss) $ (21,417) $ (23,878) $ (623) $ 2,618 $ 254 $ 212 Depreciation and amortization 31,289 25,617 1,684 3,390 527 71 Impairments (recoveries), net 11,280 11,280 — — — — NAREIT FFO $ 21,152 $ 13,019 $ 1,061 $ 6,008 $ 781 $ 283 Non-refundable Entrance Fee sales, net(2) 11,695 11,695 — — — — Non-cash adjustments to NOI (917) (158) — (796) 37 — Non-cash adjustments to net income 34 264 26 (258) — 2 FAD capital expenditures (2,974) (2,629) (213) — (132) — FAD $ 28,990 $ 22,191 $ 874 $ 4,954 $ 686 $ 285 SHARE OF UNCONSOLIDATED JVs Ownership percentage 49% 41% - 90% 49% 20% - 67% 80% Net equity investment(3) $ 304,429 $ 144,796 $ 49,480 $ 98,693 $ 9,915 $ 1,545 Preferred equity investment(4) 8,613 — 8,613 — — — Mortgage debt(3) 317,565 101,941 80,016 135,608 — — NOI 16,232 9,479 1,126 4,922 424 281 Cash NOI 21,481 15,113 1,126 4,532 429 281 Net income (loss)(3) (7,643) (9,195) (388) 1,556 214 170 NAREIT FFO(3) 12,838 8,454 529 3,217 411 227 FAD(3) 16,644 12,900 436 2,701 379 228 (1) Excludes land held for development and includes one senior housing development. (2) Includes $21.9 million related to non-refundable Entrance Fees (net of reserve for early terminations) included in FAD as the fees are collected by our CCRC JV, partially offset by $10.2 million related to non-refundable Entrance Fee amortization recognized on an FFO basis over the estimated stay of the residents. See Entrance Fees in Glossary. (3) Our pro rata share excludes activity related to $190 million of debt funded by the Company at the CCRC JV. (4) Represents preferred interests earning 41% and 47% returns in two Discovery Senior Living development investments. 44 Return to TOC
Other Unconsolidated JV Capital Represents our pro rata share of unconsolidated JVs for the three and nine months ended September 30, 2019, dollars in thousands UNCONSOLIDATED JV CAPITAL Three Months Ended Nine Months Ended September 30, 2019 September 30, 2019 FAD capital expenditures $ 1,432 $ 3,678 Revenue enhancing capital expenditures 4,522 10,789 Tenant improvements - 1st generation — 4 Development 3,171 9,552 Capitalized interest 255 596 Total capital expenditures $ 9,380 $ 24,619 DEVELOPMENT PROJECTS IN PROCESS Actual / Estimated Occupancy Property Cost to Total at Project Project MSA Property Type Count CIP Complete Completion Units Start Initial Stabilized Waldwick New York, NY Senior housing 1 $ 21,824 $ 1,793 $ 23,617 79 3Q17 4Q19 2Q21 LAND HELD FOR DEVELOPMENT Estimated Gross Site Rentable Investment Project MSA Property Type Acreage Units to Date Oakmont Village Santa Rosa, CA Senior housing 3 74 $ 2,341 Brandywine Philadelphia, PA Senior housing 8 67 797 11 141 $ 3,138 45 Return to TOC
Other CCRC JV Dollars in thousands, except REVPOR CCRC JV 3Q18 4Q18 1Q19 2Q19 3Q19 Property count 15 15 15 15 15 Units 7,268 7,273 7,269 7,270 7,272 Occupancy % 85.5 85.7 85.8 85.7 85.1 REVPOR(1) $ 5,188 $ 5,206 $ 5,208 $ 5,262 $ 5,243 SHARE OF CCRC JV Investment $ 723,044 $ 729,503 $ 733,817 $ 739,505 $ 739,889 Cash Real Estate Revenues excluding Cash NREFs, net $ 47,370 $ 47,682 $ 47,728 $ 48,188 $ 47,696 Cash NREFs, net(2) 10,299 8,687 7,767 9,226 10,400 Cash Operating Expenses (42,095) (42,126) (41,181) (42,288) (42,983) Cash NOI $ 15,574 $ 14,243 $ 14,315 $ 15,126 $ 15,113 Margin % including NREFs, net 26.8 25.1 25.7 26.2 25.9 Year-Over-Year Three-Month Growth(3) (3.0%) (1) The 3-month average Cash Rental and Operating Revenues per occupied unit excluding Cash NREFs, net for the period presented. (2) Represents non-refundable Entrance Fees, net of a 15% reserve for statutory refunds due to early terminations and related management fees. See Entrance Fees in Glossary. (3) Cash NOI growth for the year-over-year nine-month comparison is 8.5%. 46 Return to TOC
2019 Guidance Projected full year 2019, dollars in millions, except per share amounts Full Year 2019 Guidance (October 30, 2019) Net income, FFO and FFO as Adjusted per Share Guidance Diluted earnings per common share $0.05 - $0.11 Diluted NAREIT FFO per common share $1.62 - $1.66 Diluted FFO as adjusted per common share $1.74 - $1.78 Annualized dividend per share $1.48 Year-Over-Year SPP Cash NOI Guidance Total Portfolio 2.25% - 3.25% Other Supplemental Information - Cash Addition (Reduction) Amortization of deferred compensation $14 - $16 Amortization of deferred financing costs $11 - $15 Straight-line rents ($25) - ($31) FAD capital expenditures ($95) - ($110) CCRC Entrance Fees, net $12 - $16 Deferred income taxes ($12) - ($18) Other FAD adjustments - primarily JV FAD Capital ($3) - ($7) Capital Expenditures (excluding FAD Capital Expenditures)(1) 1st generation tenant improvements / ICE $55 - $70 Casualty related capital $5 - $10 Revenue enhancing $70 - $85 Development and Redevelopment $600 - $700 Development loan funding $85 - $95 Other Items Interest income $8 - $12 General and administrative (excluding severance and related charges) $84 - $89 Interest expense $215 - $235 Healthpeak's share of Unconsolidated JVs Cash NOI $75 - $83 Healthpeak's share of Unconsolidated JVs NAREIT FFO $48 - $56 (1) Includes our Share of Unconsolidated JVs. 47 Return to TOC
Glossary Adjusted Fixed Charge Coverage* Consolidated Gross Assets* Adjusted EBITDAre divided by Fixed Charges. Adjusted Fixed Charge Coverage is a supplemental The carrying amount of total assets, excluding investments in and advances to our unconsolidated measure of liquidity and our ability to meet interest payments on our outstanding debt and pay JVs, after adding back accumulated depreciation and amortization, as reported in our consolidated dividends to our preferred stockholders, if applicable. Our various debt agreements contain financial statements. Consolidated Gross Assets is a supplemental measure of our financial covenants that require us to maintain ratios similar to Adjusted Fixed Charge Coverage and credit position, which, when used in conjunction with debt-related measures, enables both management rating agencies utilize similar ratios in evaluating and determining the credit rating on certain of and investors to analyze our leverage and to compare our leverage to that of other companies. our debt instruments. Adjusted Fixed Charge Coverage is subject to the same limitations and qualifications as Adjusted EBITDAre and Fixed Charges. Consolidated Secured Debt Mortgage and other debt secured by real estate, as reported in our consolidated financial Annualized Base Rent statements. The most recent month’s (or subsequent month’s if acquired in the most recent month) base rent including additional rent floors, cash income from DFLs, and/or interest income annualized for 12 Continuing Care Retirement Community (“CCRC”) months. Annualized Base Rent excludes properties in our SHOP and properties sold or held for A senior housing facility which provides at least three levels of care (i.e., independent living, assisted sale during the quarter. Further, Annualized Base Rent does not include tenant recoveries, additional living and skilled nursing). rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, DFL non-cash interest and deferred revenues). We use Annualized Debt Investments Base Rent for the purpose of determining Lease Expirations and Debt Investment Maturities. Loans secured by a direct interest in real estate and mezzanine loans. Cash Flow Coverage (“CFC”)* Development Facility EBITDAR or Facility EBITDARM divided by the aggregate of base rent and any additional Includes ground-up construction. Newly completed developments, are considered Stabilized at rent due to us for the trailing 12-month period one quarter in arrears from the period presented. the earlier of lease-up (typically when the tenant(s) controls the physical use of 80% of the space) CFC is a supplemental measure of a property’s ability to generate cash flows for the operator/ or 24 months from the date the property is placed in service. tenant (not the Company) to meet the operator’s/tenant’s related rent and other obligations to us. However, CFC is subject to the same limitations and qualifications as Facility EBITDAR or Facility Direct Financing Lease (“DFL”) EBITDARM. CFC is not presented for: (i) properties operated under a RIDEA structure or (ii) newly Lease for which future minimum lease payments are recorded as a receivable and the difference completed facilities under lease-up, facilities acquired or transitioned to new operators during the between the future minimum lease payments and the estimated residual values less the cost of relevant trailing 12-month period, vacant facilities, and facilities for which data is not available or the properties is recorded as unearned income. Unearned income is deferred and amortized to meaningful. income over the lease terms to provide a constant yield. Cash Operating Expenses* EBITDAre and Adjusted EBITDAre* Cash Operating Expenses represent property level operating expenses (which exclude transition EBITDAre, or EBITDA for Real Estate, is a supplemental performance measure defined by the costs) after eliminating the effects of straight-line rents, lease termination fees, actuarial reserves National Association of Real Estate Investment Trusts (“NAREIT”) and intended for real estate for insurance claims that have been incurred but not reported, and the impact of deferred companies. It represents earnings before interest expense, income taxes, depreciation and community fee expense. amortization, gains or losses from sales of depreciable property (including gains or losses on change in control), and impairment charges (recoveries) related to depreciable property. Adjusted EBITDAre Cash Real Estate Revenues* is defined as EBITDAre excluding impairments (recoveries) related to non-depreciable assets, Cash Real Estate Revenues represent rental and related revenues, resident fees and services, and transaction-related items, prepayment costs (benefits) associated with early retirement or payment income from DFLs after eliminating the effects of straight-line rents, DFL non-cash interest, of debt, severance and related charges, litigation costs (recoveries), casualty-related charges amortization of market lease intangibles, lease termination fees, and the impact of deferred (recoveries), stock compensation expense, and foreign currency remeasurement losses (gains), community fee income. and is adjusted to include our share of CCRC non-refundable entrance fees received. EBITDAre and Adjusted EBITDAre include our pro rata share of our unconsolidated JVs presented on the Completion Date - Development/Redevelopment same basis. For Developments, management’s estimate of the period the core and shell structure improvements are expected to be or have been completed. For Redevelopments, management’s estimate of the Enterprise Debt* period in which major construction activity in relation to the scope of the project has been or will Consolidated Debt plus our pro rata share of total debt from our unconsolidated JVs. Enterprise be substantially completed and excludes the completion of tenant improvements. Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro Consolidated Debt rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability The carrying amount of bank line of credit and term loans, senior unsecured notes, mortgage debt, or ability to access assets should there be a default under any or all such loans or a liquidation of and other debt, as reported in our consolidated financial statements. the JVs. 48 ReturnReturn to to TOC TOC
Glossary Enterprise Gross Assets* Fixed Charges* Consolidated Gross Assets plus our pro rata share of total gross assets from our unconsolidated Total interest expense plus capitalized interest plus preferred stock dividends (if applicable). Fixed JVs, after adding back accumulated depreciation and amortization. Enterprise Gross Assets is a Charges also includes our pro rata share of the interest expense plus capitalized interest plus supplemental measure of our financial position, which, when used in conjunction with debt-related preferred stock dividends (if applicable) of our unconsolidated JVs. Fixed Charges is a supplemental measures, enables both management and investors to analyze our leverage and to compare our measure of our interest payments on outstanding debt and dividends to preferred stockholders leverage to that of other companies. 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 Enterprise Secured Debt* contractual obligations. Consolidated Secured Debt plus our pro rata share of mortgage debt from our unconsolidated JVs. Enterprise Secured Debt is a supplemental measure of our financial position, which enables both Funds Available for Distribution (“FAD”)* management and investors to analyze our leverage and to compare our leverage to that of other See the “Funds Available for Distribution” definition included in the accompanying Discussion and companies. Our pro rata share of Enterprise Secured Debt from our unconsolidated JVs is not Reconciliations of Non-GAAP Financial Measures for information regarding FAD. intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs. Funds From Operations (“NAREIT FFO”) and FFO as Adjusted* See the “Funds From Operations” definition included in the accompanying Discussion and Entrance Fees Reconciliations of Non-GAAP Financial Measures for information regarding NAREIT FFO and FFO Certain of our communities have residency agreements which require the resident to pay an upfront as adjusted. entrance fee prior to taking occupancy at the community. For net income, NOI and NAREIT FFO, the non-refundable portion of the entrance fee is recorded as deferred entrance fee revenue and Healthcare Affiliated amortized over the estimated stay of the resident based on an actuarial valuation. For Cash NOI Represents properties that are on-campus or adjacent to a healthcare system and properties that and FAD, the non-refundable entrance fees ("NREFs") are recognized upon receipt, net of a reserve are leased 50% or more to a healthcare system. for statutory refunds due to early terminations. The refundable portion of a resident’s entrance fee is generally refundable within a certain number of months or days following contract termination Initial Capital Expenditures (“ICE”) or upon the sale of the unit. All refundable amounts due to residents at any time in the future are Expenditures required to bring a newly acquired property up to standard. The expenditures are classified as liabilities. typically identified during underwriting and incurred within the first year of ownership. Facility EBITDAR and Facility EBITDARM* Investment and Portfolio Investment* Earnings before interest, taxes, depreciation, amortization and rent (and management fees), as Represents: (i) the carrying amount of real estate assets and intangibles, after adding back applicable, for a particular facility accruing to the operator/tenant of the property (the Company accumulated depreciation and amortization and (ii) the carrying amount of DFLs and Debt as lessor), for the trailing 12 months and one quarter in arrears from the date reported. We use Investments. Portfolio Investment also includes our pro rata share of the real estate assets and Facility EBITDAR or Facility EBITDARM in determining CFC and as a supplemental measure of the intangibles held in our unconsolidated JVs, presented on the same basis as Investment, less the ability of the property to generate sufficient liquidity to meet related obligations to us. Facility value attributable to refundable Entrance Fee liabilities. Investment and Portfolio Investment EBITDAR includes: (i) contractual management fees; (ii) an imputed management fee of 5% of exclude land held for development. revenues for senior housing facilities and post-acute/skilled facilities, or (iii) an imputed management fee of 2% of revenues for hospitals. All facility financial performance data was derived Metropolitan Statistical Areas (“MSA”) solely from information provided by operators/tenants without independent verification by us. Metropolitan Statistical Areas are geographic entities delineated by the Office of Management and Facility EBITDAR and Facility EBITDARM are subject to the same limitations and qualifications as Budget for use by Federal Statistical agencies in collecting, tabulating, and publishing Federal EBITDA. In addition, Facility EBITDAR and Facility EBITDARM do not represent a borrower’s net statistics. A metro area contains a core urban area of 50,000 or more population, consists of one income or cash flow from operations and should not be considered alternatives to those indicators. or more counties and includes the counties containing the core urban area, as well as any adjacent Facility EBITDAR and Facility EBITDARM are not presented for: (i) properties operated under a counties that have a high degree of social and economic integration (as measured by commuting RIDEA structure; or (ii) newly completed facilities under lease-up, facilities acquired or transitioned to work) with the urban core. to new operators during the relevant trailing 12-month period, vacant facilities and facilities for which data is not available or meaningful. Financial Leverage* Enterprise Debt divided by Enterprise Gross Assets. Financial Leverage is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. 49 ReturnReturn to to TOC TOC
Glossary Net Debt* Real Estate Revenues* Enterprise Debt less the carrying amount of cash and cash equivalents as reported in our Real Estate Revenues include rental related revenues, tenant recoveries, resident fees and services consolidated financial statements and our pro rata share of cash and cash equivalents from our and income from DFLs. unconsolidated JVs. Net Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of Redevelopment other companies. Properties that incur major capital expenditures to significantly improve, change the use, or reposition the property pursuant to a formal redevelopment plan. Newly completed Net Debt to Adjusted EBITDAre* redevelopments, are considered Stabilized at the earlier of lease-up (typically when the tenant(s) Net Debt divided by Adjusted EBITDAre is a supplemental measure of our ability to decrease our controls the physical use of 80% of the space) or 24 months from the date the property is placed debt. Because we may not be able to use our cash to reduce our debt on a dollar-for-dollar basis, in service. this measure may have material limitations. Retention Rate Net Operating Income from Continuing Operations (“NOI”) and Cash The ratio of total renewed square feet to the total square feet expiring and available for lease, NOI* excluding the square feet for tenant leases terminated for default or buy-out prior to the expiration NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and of the lease. services, and income from direct financing leases), less property level operating expenses (which REVPOR SHOP* exclude transition costs); NOI excludes all other financial statement amounts included in net income (loss). Cash NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non- The 3-month average Cash Real Estate Revenues per occupied unit for the most recent period cash interest, amortization of market lease intangibles, termination fees, actuarial reserves for available. REVPOR SHOP excludes newly completed assets under lease-up, assets sold, acquired insurance claims that have been incurred but not reported, and the impact of deferred community or transitioned to a new operating structure (such as triple-net to SHOP) during the relevant period, fee income and expense. assets in redevelopment, and assets that experienced a casualty event that significantly impacted operations. Occupancy REVPOR Triple-net 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- The 3-month average facility revenue per occupied unit, one quarter in arrears from the period month leases, as of the end of the period reported. For senior housing triple-net facilities, post- presented. Facility revenue consists primarily of resident rents generated at triple-net communities, acute/skilled facilities and hospitals, Occupancy represents the facilities’ average operating which are not included in our financial results. Facility revenues are derived solely from information Occupancy for the trailing three-month period ended one quarter in arrears from the date reported. provided by operators/tenants without independent verification by us. REVPOR Triple-net excludes For SHOP properties, Occupancy represents the facilities’ average operating Occupancy for the vacant facilities, newly completed assets under lease-up, assets sold, acquired or transitioned to most recent calendar quarter (year-to-date for year-to-date SPP) available weighted to reflect our a new operating structure (such as triple-net to SHOP) during the relevant period. share. The percentages are calculated based on units for senior housing facilities and available RIDEA 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 A structure whereby a taxable REIT subsidiary is permitted to rent a healthcare facility from its relevant period, vacant facilities and facilities for which data is not available or meaningful. All parent REIT and hire an independent contractor to operate the facility. facility financial performance data was derived solely from information provided by operators/ Same Property Portfolio (“SPP”)* tenants and borrowers without independent verification by us. SPP NOI and Adjusted (Cash) NOI information allows us to evaluate the performance of our property Penetration Rate portfolio under a consistent population by eliminating changes in the composition of our Reflects the number of available senior housing units as a percentage of total population age 80 consolidated portfolio of properties. SPP NOI excludes certain non-property specific operating and older. This measurement is an indicator of market demand for new development and expansion expenses that are allocated to each operating segment on a consolidated basis. Properties are projects. included in SPP once they are stabilized for the full period in both comparison periods. Newly acquired operating assets are generally considered stabilized at the earlier of lease-up (typically Portfolio Income* when the tenant(s) control(s) the physical use of at least 80% of the space) or 12 months from the Cash NOI plus interest income plus our pro rata share of Cash NOI from our unconsolidated JVs. acquisition date. Newly completed developments and redevelopments are considered stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. Properties that experience a change in reporting structure, such as a transition from a triple-net lease to a RIDEA reporting structure, are considered stabilized after 12 months in operations under a consistent reporting structure. A property is removed from SPP when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations or changes its reporting structure (such as triple-net to SHOP). 50 ReturnReturn to to TOC TOC
Glossary Secured Debt Ratio* Enterprise Secured Debt divided by Enterprise Gross Assets. Secured Debt Ratio is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Share of Unconsolidated Joint Ventures ("JVs") Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts by applying our actual ownership percentage for the period and is intended to reflect our proportionate economic interest in the financial position and operating results of properties in our portfolio. Square Feet (Sq. Ft.) The square footage for properties, excluding square footage for development or redevelopment properties prior to completion. Stabilized / Stabilization Newly acquired operating assets are generally considered Stabilized at the earlier of lease-up (typically when the tenant(s) control(s) the physical use of at least 80% of the space) or 12 months from the acquisition date. Newly completed developments and redevelopments are considered Stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. Properties that experience a change in reporting structure, such as a transition from a triple-net lease to a RIDEA reporting structure, are considered stabilized after 12 months in operations under a consistent reporting structure. Total Market Equity The total number of outstanding shares of our common stock multiplied by the closing price per share of our 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 our common stock on the New York Stock Exchange as of period end (adjusted for stock splits). Units/Square Feet/Beds Senior housing facilities are measured in available units (e.g., studio, one or two bedroom units). Life science facilities and medical office buildings are measured in square feet. Post-acute/skilled facilities and hospitals are measured in available beds. * Non-GAAP Supplemental Measures Reconciliations, definitions, and important discussions regarding the usefulness and limitations of the Non-GAAP Financial Measures used in this report can be found at http://ir.healthpeak.com/quarterly-results. 51 ReturnReturn to to TOC TOC
Adjusted EBITDAre and Adjusted Debt Ratios Fixed Charge Coverage Dollars in thousands NET INCOME TO ADJUSTED EBITDAre Three Months Ended September 30, 2019 Net income (loss) $ (42,308) Interest expense 61,230 Income tax expense (benefit) (6,261) Depreciation and amortization 171,944 Other depreciation and amortization 2,103 Loss (gain) on sales of real estate, net 784 Loss (gain) upon consolidation of real estate, net 20 Impairments (recoveries) of depreciable real estate, net 38,257 Share of unconsolidated JV: Interest expense 3,509 Income tax expense (benefit) 218 Depreciation and amortization 14,952 Impairments (recoveries) of depreciable real estate, net 5,527 Other JV adjustments (621) EBITDAre $ 249,354 Transaction-related items 1,335 Severance and related charges 1,334 Loss on debt extinguishments 35,017 Litigation costs (recoveries) (150) Casualty-related charges (recoveries), net 2,174 Amortization of deferred compensation 3,715 Foreign currency remeasurement losses (gains) (162) CCRC entrance fees 5,731 Adjusted EBITDAre $ 298,348 ADJUSTED FIXED CHARGE COVERAGE Interest expense 61,230 Capitalized interest 7,355 Share of unconsolidated JV interest expense and capitalized interest 3,669 Fixed Charges $ 72,254 Adjusted Fixed Charge Coverage 4.1x 52 Return to TOC
Debt Ratios As of and for the quarter ended September 30, 2019, dollars in thousands ENTERPRISE DEBT AND NET DEBT September 30, 2019 Bank line of credit(1) $ 737,793 Term loan 248,882 Senior unsecured notes 5,253,639 Mortgage debt(2) 307,643 Other debt 85,069 Consolidated Debt $ 6,633,026 Share of unconsolidated JV mortgage debt 317,565 Share of unconsolidated JV other debt 166,838 Enterprise Debt $ 7,117,429 Cash and cash equivalents (124,990) Share of unconsolidated JV cash and cash equivalents (34,079) Net Debt $ 6,958,360 FINANCIAL LEVERAGE September 30, 2019 Enterprise Debt $ 7,117,429 Enterprise Gross Assets 18,326,193 Financial Leverage 38.8% SECURED DEBT RATIO September 30, 2019 Mortgage debt $ 307,643 (1) Includes £55 million ($68 million) translated into U.S. dollars Share of unconsolidated JV mortgage debt 317,565 at September 30, 2019. Enterprise Secured Debt $ 625,208 (2) Includes mortgage debt of $32.6 million on assets held for sale that matures in 2026, 2028, and 2044. Enterprise Gross Assets 18,326,193 (3) Represents the current quarter Adjusted EBIDTAre multiplied Secured Debt Ratio 3.4% by a factor of four. NET DEBT TO ADJUSTED EBITDAre Three Months Ended September 30, 2019 Net Debt $ 6,958,360 Adjusted EBITDAre 1,193,392 (3) Net Debt to Adjusted EBITDAre 5.8x 53 Return to TOC
COMPANY Information BOARD OF DIRECTORS BRIAN G. CARTWRIGHT DAVID B. HENRY Chairman of the Board, Healthpeak Properties, Inc. Former Vice Chairman and Chief Executive Officer, Former General Counsel, Kimco Realty Corporation U.S. Securities and Exchange Commission LYDIA H. KENNARD THOMAS M. HERZOG President and Chief Executive Officer, President and Chief Executive Officer, Healthpeak Properties, Inc. KDG Construction Consulting CHRISTINE N. GARVEY KATHERINE M. SANDSTROM Former Global Head of Corporate Former Senior Managing Director, Real Estate Services, Deutsche Bank AG Heitman, LLC R. KENT GRIFFIN, JR. Managing Director, PHICAS Investors Former President, BioMed Realty Trust, Inc. EXECUTIVE MANAGEMENT THOMAS M. HERZOG President and Chief Executive Officer PETER A. SCOTT Executive Vice President SCOTT M. BRINKER Chief Financial Officer Executive Vice President Chief Investment Officer SHAWN G. JOHNSTON Executive Vice President THOMAS M. KLARITCH Chief Accounting Officer Executive Vice President Chief Operating Officer Chief Development Officer TROY E. MCHENRY Executive Vice President Chief Legal Officer General Counsel Corporate Secretary 54 ReturnReturn to to TOC TOC
Swedish Medical Center Forward-Looking Statements Seattle, WA & Risk Factors Statements contained in this supplemental report which are not historical facts are "forward- looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward- looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof. Examples of forward-looking statements include, among other things: (i) statements regarding timing, outcomes and other details relating to current, pending or contemplated acquisitions, dispositions, transitions, developments, redevelopments, joint venture transactions, capital recycling plans, financing activities, or other transactions; (ii) future new supply and demographics; and (iii) the Company’s 2019 guidance and assumptions with respect thereto. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-looking statement contained in this supplemental report, and such forward-looking statements are subject to known and unknown risks and uncertainties that are difficult to predict. These risks and uncertainties include, but are not limited to: the Company’s reliance on a concentration of a small number of tenants and operators for a significant percentage of its revenues and net operating income; the financial condition of the Company’s existing and future tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding the Company’s ability to continue to realize the full benefit of such tenants’ and operators’ leases and borrowers’ loans; the ability of the Company’s existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and manage their expenses in order to generate sufficient income to make rent and loan payments to the Company and the Company’s ability to recover investments made, if applicable, in their operations; the Company’s concentration in the healthcare property sector, particularly in senior housing, life sciences and medical office buildings, which makes its profitability more vulnerable to a downturn in a specific sector than if the Company were investing in multiple industries; operational risks associated with third party management contracts, including the additional regulation and liabilities of RIDEA lease structures; the effect on the Company and its tenants and operators of legislation, executive orders and other legal requirements, including compliance with the Americans with Disabilities Act, fire, safety and health regulations, environmental laws, the Affordable Care Act, licensure, certification and inspection requirements, and laws addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements or fines for noncompliance; the Company’s ability to identify replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith; the risks associated with property development and redevelopment, including costs above original estimates, project delays and lower occupancy rates and rents than expected; the potential impact of uninsured or underinsured losses; the risks associated with the Company’s 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; competition for the acquisition and financing of suitable healthcare properties as well as competition for tenants and operators, including with respect to new leases and mortgages 56 ReturnReturn toto TOCTOC Continued
Atria Woodbridge Forward-Looking Statements Irvine, CA & Risk Factors (concluded) and the renewal or rollover of existing leases; the Company’s or its counterparties’ ability to fulfill obligations, such as financing conditions and/or regulatory approval requirements, required to successfully consummate acquisitions, dispositions, transitions, developments, redevelopments, joint venture transactions or other transactions; the Company’s ability to achieve the benefits of acquisitions or other investments within expected time frames or at all, or within expected cost projections; the potential impact on the Company and its tenants, operators and borrowers from current and future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect the Company’s costs of compliance or increase the costs, or otherwise affect the operations, of its tenants and operators; the Company’s ability to foreclose on collateral securing its real estate-related loans; volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in the Company’s credit ratings, and the value of its common stock, and other conditions that may adversely impact the Company’s ability to fund its obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic and other conditions, including currency exchange rates; the Company’s ability to manage its indebtedness level and changes in the terms of such indebtedness; competition for skilled management and other key personnel; the Company’s reliance on information technology systems and the potential impact of system failures, disruptions or breaches; the Company’s ability to maintain its qualification as a real estate investment trust; and other risks and uncertainties described from time to time in the Company’s Securities and Exchange Commission (SEC) filings. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made. The information in this supplemental report should be read in conjunction with the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8- K and other information filed with the SEC. The Reporting Definitions (and Reconciliations of Non-GAAP Financial Measures) are an integral part of the information presented herein. You can access these documents on the Company’s website, www.healthpeak.com, free of charge, as well as amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on the Company’s website is not incorporated by reference into, and should not be considered a part of, this supplemental report. In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC at www.sec.gov. This supplemental report also includes market and industry data that the Company has obtained from market research, publicly available information and industry publications. The accuracy and completeness of such information are not guaranteed. The market and industry data is often based on industry surveys and preparers’ experience in the industry. Similarly, although the Company believes that the surveys and market research that others have performed are reliable, it has not independently verified this information. For more information, contact Barbat Rodgers, Senior Director - Investor Relations, at (949) 407-0400. 57 ReturnReturn toto TOCTOC
Data Format: Vivian/April _________________________________________________________ Corporate HQ, Irvine, CA 1920 Main Street, Suite 1200 Irvine, CA 92614 (949) 407 - 0700 ________________________________________________________ San Francisco, CA 950 Tower Lane, Suite 1650 Foster City, CA 94404 _______________________________________________________ Nashville, TN 3000 Meridian Boulevard, Suite 200 Franklin, TN 37067 healthpeak.com 58 ReturnReturn to to TOC TOC
