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8-K - 8-K - HEALTHPEAK PROPERTIES, INC.a13-4832_18k.htm
EX-99.2 - EX-99.2 - HEALTHPEAK PROPERTIES, INC.a13-4832_1ex99d2.htm

Exhibit 99.1

 

GRAPHIC

 

FOR IMMEDIATE RELEASE

 

HCP ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2012

 

FOURTH QUARTER HIGHLIGHTS

 

--              FFO and earnings per share increased to $0.71 and $0.53, respectively; FFO as adjusted per share increased 7% to $0.72; FAD per share increased 14% to $0.57

 

--              Achieved year-over-year three-month Cash NOI SPP growth of 4.3%

 

--              Closed the acquisition of a $1.7 billion senior housing portfolio of 129 communities and funded a related $52 million secured loan

 

--              Completed an additional $141 million of investment transactions, including two MOBs related to our previously announced Boyer MOB acquisition

 

--              Raised $1.8 billion of debt and equity capital consisting of:

 

-                    $800 million of 2.625% senior unsecured notes due in 2020

 

-                    $979 million in common stock

 

--              Obtained credit rating upgrades from Moody’s to ‘Baa1’ and S&P to ‘BBB+’

 

--              Received NAREIT’s 2012 Leader in the Light Award, as the healthcare sector leader in Sustainability

 

FULL YEAR HIGHLIGHTS

 

--              FFO and earnings per share increased to $2.72 and $1.90, respectively; FFO as adjusted per share increased 3% to $2.78; FAD per share increased 4% to $2.22

 

--              Achieved year-over-year Cash NOI SPP growth of 4.2%

 

--              Completed $2.4 billion of acquisitions representing four of our five property sectors

 

--              Raised $3.5 billion of debt and equity capital, to fund accretive acquisitions and retire $1 billion of higher coupon debt and preferred securities, consisting of:

 

-                    $1.76 billion in unsecured debt with an average rate of 2.9% and term exceeding 7 years

 

-                    $1.71 billion in common stock

 

--              Improved the pricing and extended the term of our $1.5 billion revolving line of credit

 

--              Awarded a total of 35 ENERGY STAR labels in our medical office, life science and senior housing segments

 

2013 OUTLOOK AND DIVIDEND

 

                 Full year guidance, not including the impact of any future acquisitions, for FFO of $2.92 – $2.98 per share and FAD of $2.39 – $2.45 per share, representing growth rates, as measured by the mid-point of our estimates, of 6% and 9%, over our 2012 FFO as adjusted and FAD amounts, respectively; earnings per share guidance of $1.95 – $2.01

 

                 Increased the quarterly cash dividend 5% to $0.525 per share, which represents our 28th consecutive year with a dividend increase

 

                 HCP continues as the only REIT included in the S&P 500 Dividend Aristocrats index

 

Page 1 of 12



 

 

LONG BEACH, CA, February 12, 2013 – HCP (the “Company” or “we”) (NYSE:HCP) announced results for the fourth quarter and year ended December 31, 2012 as follows (in thousands, except per share amounts):

 

FOURTH QUARTER COMPARISON

 

 

 

Three Months Ended
December 31, 2012

 

Three Months Ended
December 31, 2011

 

Per Share

 

 

 

Amount

 

Per Share

 

Amount

 

Per Share

 

Change

 

FFO

 

$

317,839

 

$

0.71

 

$

150,578

 

$

0.37

 

$

0.34

 

Litigation settlement charge(1)

 

 

 

125,000

 

0.30

 

(0.30

)

Merger-related items(2)

 

5,642

 

0.01

 

 

 

0.01

 

FFO as adjusted

 

$

323,481

 

$

0.72

 

$

275,578

 

$

0.67

 

$

0.05

 

FAD

 

$

253,841

 

$

0.57

 

$

202,890

 

$

0.50

 

$

0.07

 

Net income applicable to common shares

 

$

239,881

 

$

0.53

 

$

61,996

 

$

0.15

 

$

0.38

 

 


(1)   This 2011 charge relates to the Ventas, Inc. (“Ventas”) litigation settlement.

(2)   Merger-related items in 2012 of $0.01 per share associated with the $1.7 billion Senior Housing Portfolio acquisition include direct transaction costs and the impact of the negative carry of prefunding the transaction with the $1.0 billion, or 22 million share, common stock offering completed on October 19, 2012 on the calculation of weighted average shares.

 

In addition to the litigation settlement charge, operating results for the quarter ended December 31, 2011, include the negative impact of $0.01 per share for the write-down in the carrying value of a marketable security. Net income for the quarters ended December 31, 2012 and 2011 also include gain on sales of real estate of $28 million and $3 million, respectively.

 

FULL-YEAR COMPARISON

 

 

 

Year Ended
December 31, 2012

 

Year Ended
December 31, 2011

 

Per Share

 

 

 

Amount

 

Per Share

 

Amount

 

Per Share

 

Change

 

FFO

 

$

1,166,508

 

$

2.72

 

$

877,907

 

$

2.19

 

$

0.53

 

Preferred stock redemption charge(1)

 

10,432

 

0.02

 

 

 

0.02

 

Litigation settlement charge(2)

 

 

 

125,000

 

0.31

 

(0.31

)

Impairments(3)

 

7,878

 

0.02

 

15,400

 

0.04

 

(0.02

)

Merger-related items(4)

 

5,642

 

0.02

 

26,596

 

0.15

 

(0.13

)

FFO as adjusted

 

$

1,190,460

 

$

2.78

 

$

1,044,903

 

$

2.69

 

$

0.09

 

FAD

 

$

949,306

 

$

2.22

 

$

830,651

 

$

2.14

 

$

0.08

 

Net income applicable to common shares

 

$

812,289

 

$

1.90

 

$

515,302

 

$

1.29

 

$

0.61

 

 


(1)          In connection with the 2012 redemption of our preferred stock, we incurred a one-time, non-cash redemption charge of $10.4 million or $0.02 per share related to the original issuance costs of the preferred stock.

(2)          This  2011 charge relates to the Ventas litigation settlement.

(3)          The 2012 impairment charge of $7.9 million, or $0.02 per share, relates to the sale of a land parcel in our life science segment. The 2011 impairment charge of $15.4 million, or $0.04 per share, relates to our senior secured loan to Delphis Operations, L.P. (“Delphis”).

(4)          The 2012 merger-related items of $0.02 per share attributable to the $1.7 billion Senior Housing Portfolio acquisition include direct transaction costs and the impact of the negative carry of prefunding the transaction with the $1.0 billion, or 22 million share, common stock offering completed on October 19, 2012 on the calculation of weighted average shares. The 2011 merger-related items of $0.15 per share are attributable to our HCR ManorCare acquisition, which closed on April 7, 2011.

 

In addition to the litigation settlement charge, impairments and merger-related items, operating results for the year ended December 31, 2011 include interest income of $0.09 per share from the early payoff of our Genesis debt investments.  Net income for the years ended December 31, 2012 and 2011 also include gain on sales of real estate of $31 million and $3 million, respectively.

 

FFO, FFO as adjusted and FAD are supplemental non-GAAP financial measures that the Company believes are useful in evaluating the operating performance of real estate investment trusts. See the “Funds From Operations” section of this release for additional information regarding FFO and FFO as adjusted and the “Funds Available for Distribution” section of this release for additional information regarding FAD.

 

Page 2 of 12



 

FOURTH QUARTER HIGHLIGHTS

 

ACQUIRED $1.7 BILLION SENIOR HOUSING PORTFOLIO

 

During the quarter, we acquired 129 senior housing communities for $1.7 billion, from a joint venture between Emeritus Corporation (“Emeritus”) and Blackstone Real Estate Partners VI, an affiliate of Blackstone (the “Blackstone JV”). At closing, the 129 communities consisted of 95 that were stabilized and 34 that were in lease–up. In connection with the transaction, Emeritus entered into a new triple-net, master lease for the 129 properties (the “Master Lease”) guaranteed by Emeritus. The Master Lease provides aggregate contractual rent in the first year that represents a 6.1% lease yield. The contractual rent will increase annually by the greater of 3.7% on average or CPI over the initial five years, and thereafter by the greater of 3.0% or CPI for the remaining initial term. At the beginning of the sixth lease year, rent on the 34 lease–up properties will increase to the greater of the percentage increase in CPI or fair market, subject to a floor of 103% and a cap of 130% of the prior year’s rent, allowing HCP to capture potential upside from these non–stabilized assets.

 

Located in 29 states, the portfolio encompasses 10,077 units representing a diversified care mix of 61% assisted living, 25% independent living, 13% memory care and 1% skilled nursing. We are still evaluating the acquisition of up to four additional communities related to this transaction.

 

Concurrent with the acquisition, Emeritus purchased nine communities from the Blackstone JV, for which we provided secured debt financing of $52 million with a four-year term. The loan is secured by the underlying real estate and is prepayable at Emeritus’ option. The interest rate on the loan matches the yield on the Master Lease, including the annual increases through maturity.

 

ADDITIONAL INVESTMENT TRANSACTIONS

 

During the quarter, we made additional investments of $141 million as follows: (i) $62 million to purchase the two MOBs of our previously announced Boyer MOB acquisition; and (ii) $79 million to fund development and other capital projects, primarily in our life science, medical office and senior housing segments.

 

During the quarter, we sold two senior housing facilities for $111 million, a parcel of land in our life science segment for $18 million, and a skilled nursing facility for $15 million; we also received $38 million in principal payments from our senior secured loan to Delphis.

 

FINANCING ACTIVITIES

 

In connection with funding the $1.7 billion Senior Housing Portfolio acquisition, we completed the following capital market transactions:

 

·                  On October 19, 2012, we completed a public offering of 22 million shares of common stock and received net proceeds of $979 million.

 

·                 On November 19, 2012, we issued $800 million of 2.625% senior unsecured notes due in 2020. The notes were priced at 99.729% of the principal amount with an effective yield-to-maturity of 2.667%. Net proceeds from this offering were $792.8 million. We anticipate that a portion of these net proceeds will be used to re-pay $150 million of 5.625% senior unsecured notes that mature in February 2013.

 

SUSTAINABILITY

 

During the quarter, we (i) earned 16 ENERGY STAR awards in our medical office (11) and life science (5) segments as a result of the Company’s energy conservation programs; and (ii) were awarded NAREIT’s 2012 Leader in the Light Award, recognizing HCP as the leader in sustainability in the healthcare sector, which incorporated our results from the Global Real Estate Sustainability Benchmark (“GRESB”) survey. As of December 31, 2012, our medical office, life science and senior housing segments have been awarded 93 ENERGY STAR labels. More information about HCP’s sustainability efforts can be found on our website at www.hcpi.com/sustainability.html.

 

DIVIDEND

 

On January 24, 2013, our Board of Directors declared a quarterly cash dividend of $0.525 per common share. The dividend will be paid on February 19, 2013 to stockholders of record as of the close of business on February 4, 2013. The annualized distribution rate for 2013 increased 5% to $2.10, compared to $2.00 for 2012, which represents the 28th consecutive year with a dividend increase. HCP continues as the only REIT included in the S&P 500 Dividend Aristocrats index.

 

Page 3 of 12



 

OUTLOOK

 

For the full year 2013, we expect FFO applicable to common shares to range between $2.92 and $2.98 per share, which estimate at the mid-point represents an increase of 6% over the 2012 FFO as adjusted per share amount; FAD applicable to common shares to range between $2.39 and $2.45 per share, which estimate at the mid-point represents an increase of 9% over the 2012 comparable amount; net income applicable to common shares to range between $1.95 and $2.01 per share, which estimate at the mid-point represents an increase of 4% over the 2012 comparable amount. These estimates do not reflect the potential impact of future acquisitions or dispositions. See the “Projected Future Operations” section of this release for additional information regarding these estimates.

 

COMPANY INFORMATION

 

HCP has scheduled a conference call and webcast for Tuesday, February 12, 2013 at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) in order to present the Company’s performance and operating results for the quarter and year ended December 31, 2012. The conference call is accessible by dialing (877) 724-7556 (U.S.) or (706) 645-4695 (International). The participant passcode is 89679770. The webcast is accessible via the Company’s website at www.hcpi.com. This link can be found on the “Event Calendar” page, which is under the “Investor Relations” tab. Through February 26, 2013, an archive of the webcast will be available on our website and a telephonic replay can be accessed by calling (855) 859-2056 (U.S.) or (404) 537-3406 (International)  and entering passcode 89679770. The Company’s supplemental information package for the current period will also be available on the Company’s website in the “Presentations” section of the “Investor Relations” tab.

 

ABOUT HCP

 

HCP, Inc. is a fully integrated real estate investment trust (REIT) that invests primarily in real estate serving the healthcare industry in the United States. The Company’s portfolio of assets is diversified among five distinct sectors: senior housing, post-acute/skilled nursing, life science, medical office and hospitals. A publicly traded company since 1985, HCP: (i) was the first healthcare REIT selected to the S&P 500 index; (ii) has increased its dividend per share for 28 consecutive years; and (iii) is the only REIT included in the S&P 500 Dividend Aristocrats index. For more information regarding HCP, visit the Company’s website at www.hcpi.com.

 

###

 

FORWARD-LOOKING STATEMENTS

 

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These statements include among other things, net income applicable to common shares on a diluted basis, FFO applicable to common shares on a diluted basis, and FAD applicable to common shares on a diluted basis for the full year of 2013.  These statements are made as of the date hereof, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions and other factors—many of which are out of the Company and its management’s control and difficult to forecast—that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements.  These risks and uncertainties include but are not limited to: national and local economic conditions; continued volatility in the capital markets, including changes in interest rates and the availability and cost of capital, which changes and volatility affect opportunities for profitable investments; the Company’s ability to access external sources of capital when desired and on reasonable terms; the Company’s ability to manage its indebtedness levels; changes in the terms of the Company’s indebtedness; the Company’s ability to maintain its credit ratings; the potential impact of existing and future litigation matters, including the possibility of larger than expected litigation costs and related developments; the Company’s ability to successfully integrate the operations of acquired companies; 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 joint venture partners’ financial condition and continued cooperation; competition for lessees and mortgagors (including new leases and mortgages and the renewal or rollover of existing leases); the Company’s ability to reposition its properties on the same or better terms if existing leases are not renewed or the Company exercises its right to replace an existing operator or tenant upon default; continuing reimbursement uncertainty in the post-acute/skilled nursing segment; competition in the senior housing segment specifically and in the healthcare industry in general; the ability of the Company’s operators and

 

Page 4 of 12



 

tenants from its senior housing segment to maintain or increase their occupancy levels and revenues; the ability of the Company’s lessees and mortgagors to maintain the financial strength and liquidity necessary to satisfy their respective obligations to the Company and other third parties; the bankruptcy, insolvency or financial deterioration of the Company’s operators, lessees, borrowers or other obligors; changes in healthcare laws and regulations, including the impact of future or pending healthcare reform, and other changes in the healthcare industry which affect the operations of the Company’s lessees or obligors, including changes in the federal budget resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; the Company’s ability to recruit and retain key management personnel; costs of compliance with regulations and environmental laws affecting the Company’s properties; changes in tax laws and regulations; changes in the financial position or business strategies of HCR ManorCare; the Company’s ability and willingness to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations; changes in rules governing financial reporting, including new accounting pronouncements; and other risks described from time to time in the Company’s Securities and Exchange Commission filings. The Company assumes no, and hereby disclaims any, obligation to update any of the foregoing or any other forward-looking statements as a result of new information or new or future developments, except as otherwise required by law.

 

CONTACT

 

Timothy M. Schoen

Executive Vice President and Chief Financial Officer

562-733-5309

 

Page 5 of 12



 

HCP, Inc.

 

Consolidated Balance Sheets

 

In thousands, except share and per share data

(Unaudited)

 

 

 

December 31,

 

December 31,

 

 

 

2012

 

2011

 

Assets

 

 

 

 

 

Real estate:

 

 

 

 

 

Buildings and improvements

 

$

10,537,484

 

$

8,816,551

 

Development costs and construction in progress

 

236,864

 

190,590

 

Land

 

1,850,397

 

1,722,948

 

Accumulated depreciation and amortization

 

(1,739,718

)

(1,449,579

)

Net real estate

 

10,885,027

 

9,280,510

 

 

 

 

 

 

 

Net investment in direct financing leases

 

6,881,393

 

6,727,777

 

Loans receivable, net

 

276,030

 

110,253

 

Investments in and advances to unconsolidated joint ventures

 

212,213

 

224,052

 

Accounts receivable, net of allowance of $1,668 and $1,341, respectively

 

34,150

 

26,681

 

Cash and cash equivalents

 

247,673

 

33,506

 

Restricted cash

 

37,848

 

41,553

 

Intangible assets, net

 

552,701

 

372,390

 

Assets held for sale, net

 

 

106,295

 

Other assets, net

 

788,520

 

485,458

 

 

 

 

 

 

 

Total assets

 

$

19,915,555

 

$

17,408,475

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

Bank line of credit

 

$

 

$

454,000

 

Term loan

 

222,694

 

 

Senior unsecured notes

 

6,712,624

 

5,416,063

 

Mortgage debt

 

1,676,544

 

1,715,039

 

Mortgage debt and intangible liabilities on assets held for sale, net

 

 

55,897

 

Other debt

 

81,958

 

87,985

 

Intangible liabilities, net

 

105,909

 

117,777

 

Accounts payable and accrued liabilities

 

293,994

 

275,478

 

Deferred revenue

 

68,055

 

65,614

 

Total liabilities

 

9,161,778

 

8,187,853

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $1.00 par value: aggregate liquidation preference of $295.5 million as of December 31, 2011

 

 

285,173

 

Common stock, $1.00 par value: 750,000,000 shares authorized; 453,191,321 and 408,629,444 shares issued and outstanding, respectively

 

453,191

 

408,629

 

Additional paid-in capital

 

11,180,066

 

9,383,536

 

Cumulative dividends in excess of earnings

 

(1,067,367

)

(1,024,274

)

Accumulated other comprehensive loss

 

(14,653

)

(19,582

)

Total stockholders’ equity

 

10,551,237

 

9,033,482

 

 

 

 

 

 

 

Joint venture partners

 

14,752

 

16,971

 

Non-managing member unitholders

 

187,788

 

170,169

 

Total noncontrolling interests

 

202,540

 

187,140

 

 

 

 

 

 

 

Total equity

 

10,753,777

 

9,220,622

 

 

 

 

 

 

 

Total liabilities and equity

 

$

19,915,555

 

$

17,408,475

 

 

Page 6 of 12



 

HCP, Inc.

 

Consolidated Statements of Income

 

In thousands, except per share data

(Unaudited)

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Rental and related revenues

 

$

278,141

 

$

245,198

 

$

1,013,815

 

$

1,002,578

 

Tenant recoveries

 

25,002

 

22,494

 

94,658

 

92,258

 

Resident fees and services

 

35,921

 

35,305

 

143,745

 

50,619

 

Income from direct financing leases

 

156,728

 

154,151

 

622,073

 

464,704

 

Interest income

 

12,223

 

665

 

24,536

 

99,864

 

Investment management fee income

 

472

 

468

 

1,895

 

2,073

 

Total revenues

 

508,487

 

458,281

 

1,900,722

 

1,712,096

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Interest expense

 

107,255

 

100,701

 

417,130

 

416,396

 

Depreciation and amortization

 

99,373

 

84,348

 

358,245

 

349,922

 

Operating

 

73,921

 

69,055

 

283,998

 

220,151

 

General and administrative

 

25,120

 

19,679

 

79,454

 

96,121

 

Litigation settlement and provision

 

 

125,000

 

 

125,000

 

Impairments

 

 

 

7,878

 

15,400

 

Total costs and expenses

 

305,669

 

398,783

 

1,146,705

 

1,222,990

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

254

 

(4,623

)

2,776

 

12,732

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes and equity income from unconsolidated joint ventures

 

203,072

 

54,875

 

756,793

 

501,838

 

Income taxes

 

505

 

(960

)

1,636

 

(1,250

)

Equity income from unconsolidated joint ventures

 

11,652

 

13,952

 

54,455

 

46,750

 

Income from continuing operations

 

215,229

 

67,867

 

812,884

 

547,338

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

Income (loss) before gain on sales of real estate

 

2,433

 

(187

)

2,504

 

4,049

 

Gain on sales of real estate

 

28,598

 

3,107

 

31,454

 

3,107

 

Total discontinued operations

 

31,031

 

2,920

 

33,958

 

7,156

 

 

 

 

 

 

 

 

 

 

 

Net income

 

246,260

 

70,787

 

846,842

 

554,494

 

Noncontrolling interests’ share in earnings

 

(5,232

)

(2,943

)

(14,302

)

(15,603

)

Net income attributable to HCP, Inc.

 

241,028

 

67,844

 

832,540

 

538,891

 

Preferred stock dividends

 

 

(5,282

)

(17,006

)

(21,130

)

Participating securities’ share in earnings

 

(1,147

)

(566

)

(3,245

)

(2,459

)

 

 

 

 

 

 

 

 

 

 

Net income applicable to common shares

 

$

239,881

 

$

61,996

 

$

812,289

 

$

515,302

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.47

 

$

0.14

 

$

1.83

 

$

1.28

 

Discontinued operations

 

0.07

 

0.01

 

0.07

 

0.01

 

Net income applicable to common shares

 

$

0.54

 

$

0.15

 

$

1.90

 

$

1.29

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.47

 

$

0.14

 

$

1.83

 

$

1.28

 

Discontinued operations

 

0.06

 

0.01

 

0.07

 

0.01

 

Net income applicable to common shares

 

$

0.53

 

$

0.15

 

$

1.90

 

$

1.29

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used to calculate earnings per common share:

 

 

 

 

 

 

 

 

 

Basic

 

447,889

 

407,907

 

427,047

 

398,446

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

448,903

 

409,730

 

428,316

 

400,218

 

 

Page 7 of 12



 

HCP, Inc.

 

Consolidated Statements of Cash Flows

 

In thousands

(Unaudited)

 

 

 

Year Ended December 31,

 

 

 

2012

 

2011

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

846,842

 

$

554,494

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization of real estate, in-place lease and other intangibles:

 

 

 

 

 

Continuing operations

 

358,245

 

349,922

 

Discontinued operations

 

8,267

 

7,473

 

Amortization of above and below market lease intangibles, net

 

(2,232

)

(4,510

)

Amortization of deferred compensation

 

23,277

 

20,034

 

Amortization of deferred financing costs, net

 

16,501

 

25,769

 

Straight-line rents

 

(47,311

)

(59,173

)

Loan and direct financing lease interest accretion

 

(95,444

)

(93,003

)

Deferred rental revenues

 

(1,655

)

(2,319

)

Equity income from unconsolidated joint ventures

 

(54,455

)

(46,750

)

Distributions of earnings from unconsolidated joint ventures

 

3,384

 

3,273

 

Gain upon consolidation of joint venture

 

 

(7,769

)

Marketable securities losses, net

 

 

5,396

 

Gain upon settlement of loans receivable

 

 

(22,812

)

Gain on sale of real estate

 

(31,454

)

(3,107

)

Derivative (gains) losses, net

 

43

 

(1,226

)

Impairments

 

7,878

 

15,400

 

Changes in:

 

 

 

 

 

Accounts receivable, net

 

(7,469

)

2,590

 

Other assets

 

(3,814

)

27,582

 

Accounts payable and accrued liabilities

 

14,267

 

(47,103

)

Net cash provided by operating activities

 

1,034,870

 

724,161

 

Cash flows from investing activities:

 

 

 

 

 

Cash used in the senior housing portfolio acquisition

 

(1,701,410

)

 

Other acquisitions

 

(186,478

)

(113,324

)

Cash used in the HCR ManorCare Acquisition, net of cash acquired

 

 

(4,026,556

)

Cash used in the HCP Ventures II purchase, net of cash acquired

 

 

(135,550

)

Development of real estate

 

(133,596

)

(85,061

)

Leasing costs and tenant and capital improvements

 

(61,440

)

(52,903

)

Proceeds from sales of real estate, net

 

150,943

 

19,183

 

Purchase of an interest in unconsolidated joint ventures

 

 

(95,000

)

Distributions in excess of earnings from unconsolidated joint ventures

 

2,915

 

2,408

 

Purchase of marketable securities

 

(214,859

)

(22,449

)

Principal repayments on loans receivable

 

45,046

 

303,941

 

Investments in loans receivable

 

(218,978

)

(369,939

)

Decrease (increase) in restricted cash

 

3,705

 

(5,234

)

Net cash used in investing activities

 

(2,314,152

)

(4,580,484

)

Cash flows from financing activities:

 

 

 

 

 

Net borrowings (repayments) under bank line of credit

 

(454,000

)

454,000

 

Borrowings under term loan

 

214,789

 

 

Issuance of senior unsecured notes

 

1,550,000

 

2,400,000

 

Repayment of senior unsecured notes

 

(250,000

)

(292,265

)

Repayments of mortgage debt

 

(155,565

)

(169,783

)

Deferred financing costs

 

(27,565

)

(43,716

)

Preferred stock redemption

 

(295,500

)

 

Net proceeds from the issuance of common stock and exercise of options

 

1,792,786

 

1,327,813

 

Dividends paid on common and preferred stock

 

(865,306

)

(787,689

)

Issuance of noncontrolling interests

 

1,584

 

14,028

 

Purchase of noncontrolling interests

 

(2,143

)

(34,104

)

Distributions to noncontrolling interests

 

(15,631

)

(15,156

)

Net cash provided by financing activities

 

1,493,449

 

2,853,128

 

Net increase (decrease) in cash and cash equivalents

 

214,167

 

(1,003,195

)

Cash and cash equivalents, beginning of year

 

33,506

 

1,036,701

 

Cash and cash equivalents, end of year

 

$

247,673

 

$

33,506

 

 

Page 8 of 12



 

HCP, Inc.

 

Funds From Operations(1)

 

In thousands, except per share data

(Unaudited)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common shares

 

$

239,881

 

$

61,996

 

$

812,289

 

$

515,302

 

Depreciation and amortization of real estate, in-place lease and other intangibles:

 

 

 

 

 

 

 

 

 

Continuing operations

 

99,373

 

84,348

 

358,245

 

349,922

 

Discontinued operations

 

800

 

3,019

 

8,267

 

7,473

 

Direct financing lease (“DFL”) depreciation

 

3,330

 

2,961

 

12,756

 

8,840

 

Gain on sales of real estate

 

(28,598

)

(3,107

)

(31,454

)

(3,107

)

Gain upon consolidation of joint venture

 

 

 

 

(7,769

)

Equity income from unconsolidated joint ventures

 

(11,652

)

(13,952

)

(54,455

)

(46,750

)

FFO from unconsolidated joint ventures

 

14,438

 

16,479

 

64,933

 

56,887

 

Noncontrolling interests’ and participating securities’ share in earnings

 

6,379

 

3,509

 

17,547

 

18,062

 

Noncontrolling interests’ and participating securities’ share in FFO

 

(6,112

)

(4,675

)

(21,620

)

(20,953

)

FFO applicable to common shares

 

$

317,839

 

$

150,578

 

$

1,166,508

 

$

877,907

 

Distributions on dilutive convertible units

 

3,631

 

 

13,028

 

6,916

 

Diluted FFO applicable to common shares

 

$

321,470

 

$

150,578

 

$

1,179,536

 

$

884,823

 

Diluted FFO per common share

 

$

0.71

 

$

0.37

 

$

2.72

 

$

2.19

 

Weighted average shares used to calculate diluted FFO per share

 

454,992

 

409,730

 

434,328

 

403,864

 

 

 

 

 

 

 

 

 

 

 

Impact of adjustments to FFO:

 

 

 

 

 

 

 

 

 

Preferred stock redemption charge(2)

 

 

 

10,432

 

 

Litigation settlement charge(3)

 

 

125,000

 

 

125,000

 

Merger-related items(4)

 

5,642

 

 

5,642

 

26,596

 

Impairments(5)

 

 

 

7,878

 

15,400

 

 

 

$

5,642

 

$

125,000

 

$

23,952

 

$

166,996

 

 

 

 

 

 

 

 

 

 

 

FFO as adjusted applicable to common shares

 

$

323,481

 

$

275,578

 

$

1,190,460

 

$

1,044,903

 

Distributions on dilutive convertible units and other

 

3,613

 

2,858

 

12,957

 

11,646

 

Diluted FFO as adjusted applicable to common shares

 

$

327,094

 

$

278,436

 

$

1,203,417

 

$

1,056,549

 

Per common share impact of adjustments on diluted FFO

 

$

0.01

 

$

0.30

 

$

0.06

 

$

0.50

 

Diluted FFO as adjusted per common share

 

$

0.72

 

$

0.67

 

$

2.78

 

$

2.69

 

Weighted average shares used to calculate diluted FFO as adjusted per share

 

452,122

 

415,624

 

433,607

 

393,237

 

 


(1)     We believe Funds From Operations (“FFO”) is an important supplemental measure of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term FFO was designed by the REIT industry to address this issue. FFO is defined as net income applicable to common shares (computed in accordance with U.S. generally accepted accounting principles or “GAAP”), excluding gains or losses from acquisition and dispositions of depreciable real estate or related interests, impairments of, or related to, depreciable real estate, plus real estate and DFL depreciation and amortization, with adjustments for joint ventures. Adjustments for joint ventures are calculated to reflect FFO on the same basis. FFO does not represent cash generated from operating activities determined in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income. Our computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current National Association of Real Estate Investment Trusts’ (“NAREIT”) definition or that have a different interpretation of the current NAREIT definition from us. In addition, we present FFO before the impact of litigation settlement charges, preferred stock redemption charges, impairments (recoveries) of non-depreciable assets and merger-related items (“FFO as adjusted”). Management believes FFO as adjusted is a useful alternative measurement. This measure is a modification of the NAREIT definition of FFO and should not be used as an alternative to net income (determined in accordance with GAAP).

(2)     In connection with the redemption of our preferred stock, we incurred a one-time, non-cash redemption charge of $10.4 million or $0.02 per share related to the original issuance costs of the preferred stock.

(3)     The 2011 charge of $125 million, or $0.31 per share, relates to the Ventas settlement.

(4)     The 2012 merger-related items of $0.02 per share attributable to the $1.7 billion Senior Housing Portfolio acquisition include direct transaction costs and the impact of the negative carry of prefunding the transaction with the $1.0 billion, or 22 million shares, common stock offering completed on October 19, 2012 on the calculation of weighted average shares. The 2011 merger-related items of $0.15 per share are attributable to the HCR ManorCare acquisition, which closed on April 7, 2011.

(5)     The 2012 impairment charge of $7.9 million, or $0.02 per share, relates to the sale of a land parcel in our life science segment. The 2011 impairment charge of $15.4 million, or $0.04 per share, relates to our senior secured loan to Delphis.

 

Page 9 of 12



 

HCP, Inc.

 

Funds Available for Distribution(1)

 

In thousands, except per share data

(Unaudited)

 

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

FFO as adjusted applicable to common shares

 

$

323,481

 

$

275,578

 

$

1,190,460

 

$

1,044,903

 

Amortization of above and below market lease intangibles, net

 

(377

)

(1,239

)

(2,232

)

(4,510

)

Amortization of deferred compensation

 

6,330

 

4,748

 

23,277

 

20,034

 

Amortization of deferred financing costs, net(2)

 

4,086

 

3,651

 

16,501

 

13,716

 

Straight-line rents

 

(13,703

)

(12,237

)

(47,311

)

(59,173

)

DFL accretion(3)

 

(23,168

)

(25,499

)

(94,240

)

(74,007

)

DFL depreciation

 

(3,330

)

(2,961

)

(12,756

)

(8,840

)

Deferred revenues – tenant improvement related

 

(313

)

(237

)

(1,570

)

(2,371

)

Deferred revenues – additional rents (SAB 104)

 

(2,443

)

(798

)

(85

)

52

 

Leasing costs and tenant and capital improvements

 

(18,623

)

(21,131

)

(61,440

)

(52,903

)

Joint venture and other FAD adjustments(3)

 

(18,099

)

(16,985

)

(61,298

)

(46,250

)

FAD applicable to common shares

 

$

253,841

 

$

202,890

 

$

949,306

 

$

830,651

 

Distributions on dilutive convertible units

 

2,310

 

1,758

 

7,714

 

6,916

 

Diluted FAD applicable to common shares

 

$

256,151

 

$

204,648

 

$

957,020

 

$

837,567

 

Diluted FAD per common share

 

$

0.57

 

$

0.50

 

$

2.22

 

$

2.14

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used to calculate diluted FAD per common share

 

450,207

 

413,338

 

431,429

 

390,944

 

 


(1)     Funds Available for Distribution (“FAD”) is defined as FFO as adjusted after excluding the impact of the following: (i) amortization of acquired above/below market lease intangibles, net; (ii) amortization of deferred compensation expense; (iii) amortization of deferred financing costs, net; (iv) straight-line rents; (v) accretion and depreciation related to DFLs; and (vi) deferred revenues. Further, FAD is computed after deducting recurring capital expenditures, including leasing costs and second generation tenant and capital improvements and includes similar adjustments to compute our share of FAD from our unconsolidated joint ventures. Other REITs or real estate companies may use different methodologies for calculating FAD, and accordingly, our FAD may not be comparable to those reported by other REITs. Although our FAD computation may not be comparable to that of other REITs, management believes FAD provides a meaningful supplemental measure of our ability to fund its ongoing dividend payments. In addition, management believes that in order to further understand and analyze our liquidity, FAD should be compared with net cash flows from operating activities as determined in accordance with GAAP and presented in its consolidated financial statements. FAD does not represent cash generated from operating activities determined in accordance with GAAP, and FAD should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of our liquidity.

(2)     Excludes $11.3 million related to the write-off of unamortized loan fees related to an expired bridge loan commitment and $0.8 million related to the amortization of deferred issuance costs of the senior notes, which costs are included in merger-related items for the year ended December 31, 2011.

(3)     For the quarter and year ended December 31, 2012, DFL accretion reflects an elimination of $15.0 million and $59.4 million, respectively. For the quarter and year ended December 31, 2011, DFL accretion reflects an elimination of $14.5 million and $42.2 million, respectively. Our ownership interest in HCR ManorCare OpCo is accounted for using the equity method, which requires an ongoing elimination of DFL income that is proportional to our ownership in HCR ManorCare OpCo. Further, our share of earnings from HCR ManorCare OpCo (equity income) increases for the corresponding elimination of related lease expense recognized at the HCR ManorCare OpCo level, which we present as a non-cash joint venture FAD adjustment.

 

Page 10 of 12



 

HCP, Inc.

 

Net Operating Income and Same Property Performance(1)(2)

 

Dollars in thousands

(Unaudited)

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net income

 

$

246,260

 

$

70,787

 

$

846,842

 

$

554,494

 

Interest income

 

(12,223

)

(665

)

(24,536

)

(99,864

)

Investment management fee income

 

(472

)

(468

)

(1,895

)

(2,073

)

Interest expense

 

107,255

 

100,701

 

417,130

 

416,396

 

Depreciation and amortization

 

99,373

 

84,348

 

358,245

 

349,922

 

General and administrative

 

25,120

 

19,679

 

79,454

 

96,121

 

Litigation settlement

 

 

125,000

 

 

125,000

 

Impairments

 

 

 

7,878

 

15,400

 

Other income, net

 

(254

)

4,623

 

(2,776

)

(12,732

)

Income taxes

 

(505

)

960

 

(1,636

)

1,250

 

Equity income from unconsolidated joint ventures

 

(11,652

)

(13,952

)

(54,455

)

(46,750

)

Total discontinued operations, net of income taxes

 

(31,031

)

(2,920

)

(33,958

)

(7,156

)

NOI(1)

 

$

421,871

 

$

388,093

 

$

1,590,293

 

$

1,390,008

 

Straight-line rents

 

(13,703

)

(12,237

)

(47,311

)

(59,173

)

DFL accretion

 

(23,168

)

(25,499

)

(94,240

)

(74,007

)

Amortization of above and below market lease intangibles, net

 

(377

)

(1,239

)

(2,232

)

(4,510

)

Lease termination fees

 

(63

)

(2,457

)

(636

)

(5,873

)

NOI adjustments related to discontinued operations

 

49

 

477

 

1,486

 

2,061

 

Adjusted NOI(1)

 

$

384,609

 

$

347,138

 

$

1,447,360

 

$

1,248,506

 

Non-SPP adjusted NOI

 

(20,691

)

1,649

 

(563,681

)

(400,643

)

Same property portfolio adjusted NOI(2)

 

$

363,918

 

$

348,787

 

$

883,679

 

$

847,863

 

 

 

 

 

 

 

 

 

 

 

Adjusted NOI % change – SPP(2)

 

4.3%

 

 

 

4.2%

 

 

 

 


(1)     We believe Net Operating Income from Continuing Operations (“NOI”) provides investors relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis. We use NOI and adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and evaluate SPP. We believe that net income is the most directly comparable GAAP measure to NOI. NOI should not be viewed as an alternative measure of operating performance to net income (determined in accordance with GAAP) since it excludes certain components from net income. Further, NOI may not be comparable to that of other REITs, as they may use different methodologies for calculating NOI.

 

NOI is defined as rental and related revenues, including tenant recoveries, resident fees and services, and income from DFLs, less property level operating expenses. NOI excludes interest income, investment management fee income, interest expense, depreciation and amortization, general and administrative expenses, litigation settlement, impairments, impairment recoveries, other income, net, income taxes, equity income from and impairments of unconsolidated joint ventures, and discontinued operations. Adjusted NOI is calculated as NOI eliminating the effects of straight-line rents, DFL accretion, amortization of above and below market lease intangibles, and lease termination fees. Adjusted NOI is sometimes referred to as “cash NOI.”

 

(2)     Same property portfolio (“SPP”) statistics allow management to evaluate the performance of the Company’s real estate portfolio under a consistent population, which eliminates the changes in the composition of the Company’s portfolio of properties. The Company identifies its SPP as stabilized properties that remained in operations and were consistently reported as leased properties or operating properties (RIDEA) for the duration of the year-over-year comparison periods presented. Accordingly, it takes a stabilized property a minimum of 12 months in operations under a consistent reporting structure to be included in the Company’s SPP. SPP NOI excludes certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis.

 

Page 11 of 12



 

HCP, Inc.

 

Projected Future Operations(1)

(Unaudited)

 

 

 

 

Full Year 2013

 

 

Low

 

 

High

 

 

 

 

 

 

 

 

Diluted earnings per common share

 

$

1.95

 

 

$

2.01

 

Real estate depreciation and amortization

 

0.92

 

 

0.92

 

DFL depreciation

 

0.03

 

 

0.03

 

Joint venture FFO adjustments

 

0.02

 

 

0.02

 

Diluted FFO per common share

 

$

2.92

 

 

$

2.98

 

Amortization of net below market lease intangibles and deferred revenues

 

(0.01

)

 

(0.01

)

Amortization of deferred compensation

 

0.05

 

 

0.05

 

Amortization of deferred financing costs, net

 

0.04

 

 

0.04

 

Straight-line rents

 

(0.12

)

 

(0.12

)

DFL accretion(2)

 

(0.20

)

 

(0.20

)

DFL depreciation

 

(0.03

)

 

(0.03

)

Leasing costs and tenant and capital improvements

 

(0.14

)

 

(0.14

)

Joint venture and other FAD adjustments(2)

 

(0.12

)

 

(0.12

)

Diluted FAD per common share

 

$

2.39

 

 

$

2.45

 

 


 

(1)     Except as otherwise noted above, the foregoing projections reflect management’s view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels, development items and the earnings impact of the events referenced in this release. Except as otherwise noted, these estimates do not reflect the potential impact of future acquisitions, dispositions, other impairments or recoveries, the future bankruptcy or insolvency of our operators, lessees, borrowers or other obligors, the effect of any future restructuring of our contractual relationships with such entities, gains or losses on marketable securities, ineffectiveness related to our cash flow hedges, or existing and future litigation matters including the possibility of larger than expected litigation costs and related developments. There can be no assurance that our actual results will not differ materially from the estimates set forth above. The aforementioned ranges represent management’s best estimate of results based upon the underlying assumptions as of the date of this press release. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments.

 

(2)     Our ownership interest in HCR ManorCare OpCo is accounted for using the equity method, which requires an ongoing elimination of DFL income that is proportional to our ownership in HCR ManorCare OpCo. Further, our share of earnings from HCR ManorCare OpCo (equity income) increases for the corresponding elimination of related lease expense recognized at the HCR ManorCare OpCo level, which we present as a non-cash joint venture FAD adjustment.

 

Page 12 of 12