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Healthpeak Properties, Inc. (PEAK) SEC Filing 8-K Material Event for the period ending Tuesday, February 8, 2022

Healthpeak Properties, Inc.

CIK: 765880 Ticker: PEAK
Exhibit 99.1
    



Healthpeak Reports Fourth Quarter and Year Ended 2021 Results
DENVER, February 8, 2022 - Healthpeak Properties, Inc. (NYSE: PEAK) today announced results for the fourth quarter and full year ended December 31, 2021.
FOURTH QUARTER 2021 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS
Net income of $0.05 per share, Nareit FFO of $0.41 per share, FFO as Adjusted of $0.41 per share, and blended Total Same-Store Portfolio Cash (Adjusted) NOI growth of 2.7%
Life Science and MOB Same-Store Portfolio Cash (Adjusted) NOI growth of 5.4% and 3.6%, respectively
Total pro forma Same-Store Portfolio Cash (Adjusted) NOI growth of 4.0% excluding government grants received under the CARES Act at our CCRC properties
Life science development leasing:
Pre-leased all 148,000 square feet at Nexus on Grand in South San Francisco
Active life science developments 76% pre-leased as of the end of the fourth quarter
Additional life science development pipeline opportunities:
Acquired a combined ten acre parcel in the Sorrento Mesa submarket of San Diego
Acquired a joint venture interest in a nine acre land parcel located in the Needham submarket of Boston
Balance sheet:
In November, issued $500 million of 2.125% senior unsecured notes in a green bond offering
Pro forma net debt to adjusted EBITDAre of 5.3x as of December 31, 2021, including $316 million of net proceeds from the future expected settlement of shares sold under equity forward contracts through the Company's ATM program during the third quarter of 2021
Promoted Scott Bohn to Executive Vice President – Co-Head of Life Science
The Board of Directors declared a quarterly common stock cash dividend of $0.30 per share to be paid on February 22, 2022, to stockholders of record as of the close of business on February 11, 2022
Recent ESG recognitions include being named to the CDP Leadership band for the ninth consecutive year; included in the S&P Global Sustainability Yearbook for the seventh consecutive year and Bloomberg Gender-Equality Index for the third consecutive year; and named a Top-Rated Industry Performer and Top-Rated Regional Performer by Sustainalytics for the first time

FULL YEAR 2021 HIGHLIGHTS
Net income of $0.93 per share, Nareit FFO of $1.12 per share, FFO as Adjusted of $1.61 per share, and blended Total Same-Store Portfolio Cash (Adjusted) NOI growth of 4.4%
Life Science and MOB Same-Store Portfolio Cash (Adjusted) NOI growth of 7.2% and 3.1%, respectively
Total pro forma Same-Store Portfolio Cash (Adjusted) NOI growth of 4.9% excluding government grants received under the CARES Act at our CCRC properties
Closed $1.5 billion of acquisitions including:
$658 million of life science acquisitions
$834 million of medical office acquisitions
Development:
Commenced four life science development projects totaling approximately 839,000 square feet, representing $812 million of estimated total spend
Signed 729,000 square feet of life science and MOB development leasing during 2021
Closed $3.3 billion of dispositions including:
$3 billion of senior housing sales and loan repayments, bringing total senior housing dispositions to approximately $4 billion since July 2020
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$300 million of other non-core sales
Balance sheet:
Issued $950 million of senior unsecured notes across multiple green bond offerings at a weighted average coupon of 1.76%
Using proceeds from senior housing sales, repaid $2 billion of senior unsecured notes with maturities ranging from 2023 to 2025 with a weighted average coupon rate of 3.95%
Earned numerous ESG recognitions in 2021. We were short-listed for Best Proxy Statement by IR Magazine and Corporate Secretary for the second consecutive year; were named a constituent in the FTSE4Good Index, as well as received a Green Star rating from the Global Real Estate Sustainability Benchmark (GRESB), for the tenth consecutive year; were named to CDP’s Leadership band, as well as listed in S&P Global’s North America Dow Jones Sustainability Index, for the ninth consecutive year; were listed in S&P Global’s Sustainability Yearbook for the seventh consecutive year; were named to the Bloomberg Gender-Equality Index, 3BL Media’s 100 Best Corporate Citizens list, and Newsweek’s America’s Most Responsible Companies list for the third consecutive year; maintained a rating of “Prime” by ISS ESG Corporate Rating; and were named a Top-Rated Industry Performer and Top-Rated Regional Performer by Sustainalytics for the first time


FOURTH QUARTER COMPARISON
 Three Months Ended December 31, 2021Three Months Ended December 31, 2020
(in thousands, except per share amounts)AmountPer ShareAmountPer Share
Net income, diluted$28,493 $0.05 $146,129 $0.27 
Nareit FFO, diluted222,101 0.41 176,477 0.32 
FFO as Adjusted, diluted222,730 0.41 220,525 0.41 
AFFO, diluted175,941 190,991 
FULL YEAR COMPARISON
Year Ended
December 31, 2021
Year Ended
December 31, 2020
(in thousands, except per share amounts)AmountPer ShareAmountPer Share
Net income, diluted$502,271 $0.93 $411,147 $0.77 
Nareit FFO, diluted610,888 1.12 700,029 1.30 
FFO as Adjusted, diluted879,222 1.61 880,678 1.64 
AFFO, diluted734,034 779,367 

Nareit FFO, FFO as Adjusted, AFFO, Same-Store Cash (Adjusted) NOI, Net Debt to Adjusted EBITDAre are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance and financial position of real estate investment trusts (see the "Funds From Operations" and "Adjusted Funds From Operations" sections of this release for additional information). See "December 31, 2021 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 in the Investor Relations section of our website at http://ir.healthpeak.com/quarterly-results.
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SAME-STORE ("SS") OPERATING SUMMARY
The table below outlines the year-over-year three-month and full year SS Cash (Adjusted) NOI growth on an actual and pro forma basis. The Pro Forma table reflects the results excluding government grants under the CARES Act for our CCRC portfolio.
Actual
Year-Over-Year Total SS Portfolio Cash (Adjusted) NOI Growth
Three MonthFull Year
SS Growth %% of SSSS Growth %% of SS
Life science5.4 %47.3 %7.2 %49.3 %
Medical office3.6 %40.9 %3.1 %47.8 %
CCRC(1)
(9.6 %)11.8 %(17.1 %)2.9 %
Total Portfolio2.7 %100.0 %4.4 %100.0 %
Pro Forma (excluding CARES)
Year-Over-Year Total SS Portfolio Cash (Adjusted) NOI Growth
Three MonthFull Year
SS Growth %% of SSSS Growth %% of SS
Life science5.4 %47.3 %7.2 %49.4 %
Medical office3.6 %40.9 %3.1 %47.8 %
CCRC(1)
(0.2 %)11.8 %(4.3 %)2.8 %
Total Portfolio4.0 %100.0 %4.9 %100.0 %

(1)CCRC SS consists of 15 properties for the three month comparison and two properties for the full year comparison.


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ACQUISITIONS
VISTA SORRENTO ASSEMBLAGE, SORRENTO MESA
As previously announced, in October 2021, Healthpeak closed on an office building on a five acre parcel in an off-market acquisition in the Sorrento Mesa submarket of San Diego for $20 million.
In January 2022, Healthpeak closed on an adjacent office building located on a five acre parcel in an off-market acquisition for $24 million.
Following near-term expirations of the in-place leases across the ten acre site, Healthpeak intends to commence construction of a new Class A life science development. The Vista Sorrento assemblage is located in close proximity to two existing Healthpeak life science campuses.
NEEDHAM LAND PARCEL JOINT VENTURE
In December 2021, Healthpeak acquired a 37.5% joint venture interest in a nine acre land parcel in the Needham submarket of Boston. Healthpeak's share of the purchase price totaled $21.5 million. The joint venture intends to pursue future life science, R&D, or medical office development opportunities on the site.
PREVIOUSLY DISCLOSED FOURTH QUARTER 2021 ACQUISITIONS
CAMBRIDGE (ALEWIFE) UPDATE
In December 2021 and January 2022, Healthpeak closed on the previously announced acquisitions of 110 & 125 Fawcett and 67 Smith Place in the Alewife submarket of Cambridge for a total of $117 million. Healthpeak has now closed on the full $625 million of previously announced acquisitions totaling 734,000 square feet of existing buildings across approximately 36 acres.
LAKEVIEW MOB
As previously announced, in October, Healthpeak acquired Lakeview Medical Pavilion, a 55,000 square foot on-campus MOB for $34 million in an off-market transaction. The property is on the campus of HCA's 167-bed Lakeview Regional Medical Center in Covington, Louisiana, part of the New Orleans MSA. The property, built in 2014, is 100% occupied with a weighted average lease term of 7 years.
SWEDISH MEDICAL MOB
As previously announced, in October, Healthpeak acquired 700 Broadway, a 39,000 square foot on-campus MOB located in the downtown Seattle healthcare cluster known as “First Hill” for $43 million. The property is on the campus of Swedish Medical Center and connected via an underground tunnel to the hospital. The property is 100% leased to Northwest Kidney Centers, the world’s first dialysis organization. The site includes structured and surface parking, providing future densification opportunities. The acquisition brings Healthpeak’s total square footage on the campus of Swedish Medical Center to 610,000 square feet with a current occupancy of 97%.
DEVELOPMENT UPDATES
NEXUS ON GRAND LEASING UPDATE
Graphite Bio, Inc. and another leading biotech company have signed leases for a combined 148,000 square feet at Nexus on Grand in South San Francisco, bringing the $162 million development to 100% pre-leased. The leases are expected to commence in 2023 upon completion of construction.
VANTAGE DEVELOPMENT START
As previously announced, in October, Healthpeak commenced the first phase of Vantage, a $393 million, 343,000 square foot life science development strategically located on the corner of Forbes Boulevard and at the door-step of Genentech’s headquarters in South San Francisco.
The purpose-built lab campus will feature state-of-the-art design, an amenity center, flexible and efficient floor plates, and building systems that will accommodate a broad range of life science uses. Expected initial occupancy is in the second half of 2023.
Healthpeak expects to pursue additional entitlements for the remaining acreage on the Vantage land site, enabling the development of a multi-phase campus totaling one million square feet based on existing zoning, with the potential for significantly more subject to entitlements.

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CENTENNIAL MOB COMPLETION
During the fourth quarter, Healthpeak completed the 172,000 square foot, $49 million MOB development on the campus of HCA's TriStar Centennial hospital in Nashville, Tennessee. Healthpeak now owns over 837,000 square feet on this market-leading campus.
BALANCE SHEET
In November, Healthpeak completed its second green bond issuance, a public offering of $500 million of 2.125% senior unsecured notes due 2028.
Pro forma net debt to adjusted EBITDAre of 5.3x as of December 31, 2021, including $316 million of net proceeds from the future expected settlement of shares sold under equity forward contracts through the Company's ATM program during the third quarter of 2021. No additional shares were sold through the Company's ATM program during the quarter ended December 31, 2021.
EXECUTIVE LEADERSHIP PROMOTION
Scott Bohn has been promoted to Executive Vice President – Co-Head of Life Science. Mr. Bohn has been with Healthpeak for 10 years. He will continue to report to Scott Brinker and lead Healthpeak's life science business in the San Francisco Bay Area and Boston.
DIVIDEND  
On January 27, 2022, Healthpeak announced that its Board declared a quarterly common stock cash dividend of $0.30 per share to be paid on February 22, 2022, to stockholders of record as of the close of business on February 11, 2022.
2022 GUIDANCE
For full year 2022, we have established the following guidance ranges:
Diluted earnings per common share of $0.58 – $0.64
Diluted Nareit FFO per share of $1.70 – $1.76
Diluted FFO as Adjusted per share of $1.68 – $1.74
Total Portfolio Same-Store Cash (Adjusted) NOI growth of 3.25% – 4.75%
Components of Total Portfolio Same-Store Cash (Adjusted) NOI guidance:
Life Science: 4.00% to 5.00%; 49% of the full year 2022 same-store pool
Medical Office: 1.75% to 2.75%; 39% of the full year 2022 same-store pool
CCRC: 8.00% to 12.00%; 12% of the full year 2022 same-store pool
These estimates do not reflect the potential impact from unannounced future transactions other than capital recycling activities. These estimates are based on our view of existing market conditions, transaction timing and other assumptions for the year ending December 31, 2022. For additional details and assumptions underlying this guidance, please see page 41 in our corresponding Supplemental Report and the Discussion and Reconciliation of Non-GAAP Financial Measures, both of which are available in the Investor Relations section of our website at http://ir.healthpeak.com

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COMPANY INFORMATION
Healthpeak has scheduled a conference call and webcast for Wednesday, February 9, 2022, at 9:00 a.m. Mountain Time (11:00 a.m. Eastern Time) to present its performance and operating results for the fourth quarter and year ended December 31, 2021. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (international). The conference ID number is 7403667. 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 February 9, 2023, and a telephonic replay can be accessed through February 23, 2022, by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (international) and entering conference ID number 9680940. 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, Medical Office and CCRCs. 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.
FORWARD-LOOKING STATEMENTS
Statements contained 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, densifications, joint venture transactions, leasing activity and commitments, capital recycling plans, financing activities, or other transactions discussed in this release; (ii) the payment of a quarterly cash dividend; and (iii) the information presented under the heading "2022 Guidance." Pending acquisitions, dispositions, and leasing activity, including those subject to binding agreements, remain subject to closing conditions and may not be completed within the anticipated timeframes or at all. 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: the Covid pandemic and health and safety measures intended to reduce its spread, the availability, effectiveness and public usage and acceptance of vaccines, and how quickly and to what extent normal economic and operating conditions can resume within the markets in which we operate; 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; increased competition, operating costs and market changes affecting our tenants, operators and borrowers; the financial condition of our tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings; our concentration of real estate investments in the healthcare property sector, which makes us more vulnerable to a downturn in a specific sector than if we invested in multiple industries and exposes us to the risks inherent in illiquid investments; our ability to identify and secure replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith; our property development, redevelopment and tenant improvement activity risks, including project abandonments, project delays and lower profits than expected; changes within the life science industry; high levels of regulation, funding requirements, expense and uncertainty faced by our life science tenants; the ability of the hospitals on whose campuses our MOBs are located and their affiliated healthcare systems to remain competitive or financially viable; our ability to maintain or expand our hospital and health system client relationships; operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; economic and other conditions that negatively affect geographic areas from which we recognize a greater percentage of our revenue; uninsured or underinsured losses, which could result in significant losses and/or performance declines by us or our tenants and operators; our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our partners’ financial condition and continued cooperation; our use of fixed rent escalators, contingent rent provisions and/or rent escalators based on the Consumer Price Index; competition for suitable healthcare properties to grow our investment portfolio; our ability to foreclose on collateral securing our real estate-related loans; our ability to make
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material acquisitions and successfully integrate them; the potential impact on us and our tenants, operators and borrowers from litigation matters, including rising liability and insurance costs; an increase in our borrowing costs, including due to higher interest rates; the availability of external capital on acceptable terms or at all, including due to rising interest rates, changes in our credit ratings and the value of our common stock, volatility or uncertainty in the capital markets, and other factors; cash available for distribution to stockholders and our ability to make dividend distributions at expected levels; our ability to manage our indebtedness level and covenants in and changes to the terms of such indebtedness; changes in global, national and local economic and other conditions; laws or regulations prohibiting eviction of our tenants; the failure of our tenants, operators and borrowers to comply with federal, state and local laws and regulations, including resident health and safety requirements, as well as licensure, certification and inspection requirements; required regulatory approvals to transfer our senior housing properties; compliance with the Americans with Disabilities Act and fire, safety and other regulations; the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid; legislation to address federal government operations and administration decisions affecting the Centers for Medicare and Medicaid Services; our participation in the CARES Act Provider Relief Fund and other Covid-related stimulus and relief programs; provisions of Maryland law and our charter that could prevent a transaction that may otherwise be in the interest of our stockholders; environmental compliance costs and liabilities associated with our real estate investments; our ability to maintain our qualification as a real estate investment trust (“REIT”); changes to U.S. federal income tax laws, and potential deferred and contingent tax liabilities from corporate acquisitions; calculating non-REIT tax earnings and profits distributions; ownership limits in our charter that restrict ownership in our stock; the loss or limited availability of our key personnel; our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; and other risks and uncertainties described from time to time in our Securities and Exchange Commission filings. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.
CONTACT
Andrew Johns, CFA
Vice President – Corporate Finance and Investor Relations
720-428-5400
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Healthpeak Properties, Inc.
Consolidated Balance Sheets
In thousands, except share and per share data
December 31, 2021December 31, 2020
Assets  
Real estate:  
Buildings and improvements$12,025,271 $11,048,433 
Development costs and construction in progress877,423 613,182 
Land2,603,964 1,867,278 
Accumulated depreciation and amortization(2,839,229)(2,409,135)
Net real estate12,667,429 11,119,758 
Net investment in direct financing leases44,706 44,706 
Loans receivable, net of reserves of $1,813 and $10,280415,811 195,375 
Investments in and advances to unconsolidated joint ventures403,634 402,871 
Accounts receivable, net of allowance of $1,870 and $3,99448,691 42,269 
Cash and cash equivalents158,287 44,226 
Restricted cash53,454 67,206 
Intangible assets, net519,760 519,917 
Assets held for sale and discontinued operations, net37,190 2,626,306 
Right-of-use asset, net233,942 192,349 
Other assets, net674,615 665,106 
Total assets$15,257,519 $15,920,089 
Liabilities and Equity  
Bank line of credit and commercial paper$1,165,975 $129,590 
Term loan— 249,182 
Senior unsecured notes4,651,933 5,697,586 
Mortgage debt352,081 221,621 
Intangible liabilities, net177,232 144,199 
Liabilities related to assets held for sale and discontinued operations, net15,056 415,737 
Lease liability204,547 179,895 
Accounts payable, accrued liabilities, and other liabilities755,384 760,617 
Deferred revenue789,207 774,316 
Total liabilities8,111,415 8,572,743 
Commitments and contingencies
Redeemable noncontrolling interests87,344 57,396 
Common stock, $1.00 par value: 750,000,000 shares authorized; 539,096,879 and 538,405,393 shares issued and outstanding539,097 538,405 
Additional paid-in capital10,100,294 10,175,235 
Cumulative dividends in excess of earnings(4,120,774)(3,976,232)
Accumulated other comprehensive income (loss)(3,147)(3,685)
Total stockholders’ equity6,515,470 6,733,723 
Joint venture partners342,234 357,069 
Non-managing member unitholders201,056 199,158 
Total noncontrolling interests543,290 556,227 
Total equity7,058,760 7,289,950 
Total liabilities and equity$15,257,519 $15,920,089 
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Healthpeak Properties, Inc.
Consolidated Statements of Operations
In thousands, except per share data

 Three Months Ended
December 31,
Year Ended
December 31,
 2021202020212020
Revenues:
Rental and related revenues$356,254 $309,597 $1,378,384 $1,182,108 
Resident fees and services118,867 115,757 471,325 436,494 
Income from direct financing leases2,180 2,151 8,702 9,720 
Interest income5,904 4,192 37,773 16,553 
Total revenues483,205 431,697 1,896,184 1,644,875 
Costs and expenses: 
 
Interest expense36,551 54,088 157,980 218,336 
Depreciation and amortization178,114 147,175 684,286 553,949 
Operating199,247 184,215 773,279 782,541 
General and administrative26,043 25,507 98,303 93,237 
Transaction costs424 1,422 1,841 18,342 
Impairments and loan loss reserves (recoveries), net18,702 26,742 23,160 42,909 
Total costs and expenses459,081 439,149 1,738,849 1,709,314 
Other income (expense): 
 
Gain (loss) on sales of real estate, net717 4,714 190,590 90,350 
Gain (loss) on debt extinguishments— — (225,824)(42,912)
Other income (expense), net662 (128)6,266 234,684 
Total other income (expense), net1,379 4,586 (28,968)282,122 
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures25,503 (2,866)128,367 217,683 
Income tax benefit (expense)1,857 2,631 3,261 9,423 
Equity income (loss) from unconsolidated joint ventures1,583 (18,969)6,100 (66,599)
Income (loss) from continuing operations28,943 (19,204)137,728 160,507 
Income (loss) from discontinued operations3,633 169,449 388,202 267,746 
Net income (loss)32,576 150,245 525,930 428,253 
Noncontrolling interests’ share in continuing operations(3,815)(3,829)(17,851)(14,394)
Noncontrolling interests’ share in discontinued operations— (22)(2,539)(296)
Net income (loss) attributable to Healthpeak Properties, Inc.28,761 146,394 505,540 413,563 
Participating securities’ share in earnings(268)(265)(3,269)(2,416)
Net income (loss) applicable to common shares$28,493 $146,129 $502,271 $411,147 
Basic earnings (loss) per common share:
Continuing operations$0.05 $(0.04)$0.22 $0.27 
Discontinued operations0.00 0.31 0.71 0.50 
Net income (loss) applicable to common shares$0.05 $0.27 $0.93 $0.77 
Diluted earnings (loss) per common share:
Continuing operations$0.05 $(0.04)$0.22 $0.27 
Discontinued operations0.00 0.31 0.71 0.50 
Net income (loss) applicable to common shares$0.05 $0.27 $0.93 $0.77 
Weighted average shares outstanding:  
Basic539,081 538,381 538,930 530,555 
Diluted539,505 538,381 539,241 531,056 
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Healthpeak Properties, Inc.
Funds From Operations
 In thousands, except per share data

 Three Months Ended
December 31,
Year Ended
December 31,
 2021202020212020
Net income (loss) applicable to common shares $28,493 $146,129 $502,271 $411,147 
Real estate related depreciation and amortization(1)
178,114 155,749 684,286 697,143 
Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures 5,041 25,040 17,085 105,090 
Noncontrolling interests’ share of real estate related depreciation and amortization(4,869)(4,863)(19,367)(19,906)
Other real estate-related depreciation and amortization— 319 — 2,766 
Loss (gain) on sales of depreciable real estate, net(1)
(6,780)(302,613)(605,311)(550,494)
Healthpeak’s share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures 197 — (6,737)(9,248)
Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net(73)— 5,555 (3)
Loss (gain) upon change of control, net(2)
— 13,249 (1,042)(159,973)
Taxes associated with real estate dispositions— 3,204 2,666 (7,785)
Impairments (recoveries) of depreciable real estate, net19,625 138,634 25,320 224,630 
Nareit FFO applicable to common shares219,748 174,848 604,726 693,367 
Distributions on dilutive convertible units and other2,353 1,629 6,162 6,662 
Diluted Nareit FFO applicable to common shares$222,101 $176,477 $610,888 $700,029 
Diluted Nareit FFO per common share$0.41 $0.32 $1.12 $1.30 
Weighted average shares outstanding - diluted Nareit FFO546,829 544,243 544,742 536,562 
Impact of adjustments to Nareit FFO:
Transaction-related items(3)
$406 $33,277 $7,044 $128,619 
Other impairments (recoveries) and other losses (gains), net(4)
(923)7,896 24,238 (22,046)
Restructuring and severance related charges1,147 2,911 3,610 2,911 
Loss (gain) on debt extinguishments— — 225,824 42,912 
Litigation costs (recoveries)— — — 232 
Casualty-related charges (recoveries), net— — 5,203 469 
Foreign currency remeasurement losses (gains)— — — 153 
Valuation allowance on deferred tax assets(5)
— — — 31,161 
Tax rate legislation impact(6)
— — — (3,590)
Total adjustments630 44,084 265,919 180,821 
FFO as Adjusted applicable to common shares220,378 218,932 870,645 874,188 
Distributions on dilutive convertible units and other2,352 1,593 8,577 6,490 
Diluted FFO as Adjusted applicable to common shares$222,730 $220,525 $879,222 $880,678 
Diluted FFO as Adjusted per common share$0.41 $0.41 $1.61 $1.64 
Weighted average shares outstanding - diluted FFO as Adjusted546,829 544,243 546,567 536,562 
_______________________________________
(1)This amount can be reconciled by combining the balances from the corresponding line of the Consolidated Statements of Operations and the detailed financial information in the Discontinued Operations Reconciliation section of the Supplemental Report.
(2)For the year ended December 31, 2020, includes a $170 million gain upon consolidation of 13 continuing care retirement communities ("CCRCs") in which we acquired Brookdale's interest and began consolidating during the first quarter of 2020. Gains and losses upon change of control are included in other income (expense), net in the Consolidated Statements of Operations.
(3)For the year ended December 31, 2020, includes the termination fee and transition fee expenses related to terminating the management agreements with Brookdale for 13 CCRCs and transitioning those communities to Life Care Services LLC, partially offset by the tax benefit recognized related to those expenses. The expenses related to terminating management agreements are included in operating expenses in the Consolidated Statements of Operations.
(4)For the year ended December 31, 2021, includes a $29 million goodwill impairment charge in connection with our senior housing triple-net and SHOP asset sales, which are reported in income (loss) from discontinued operations in the Consolidated Statements of Operations. The year ended December 31, 2021 also includes $6 million of accelerated recognition of a mark-to-market discount, less loan fees, resulting from prepayments on loans receivable, which is included in interest income in the Consolidated Statements of Operations. For the year ended December 31, 2020, includes a $42 million gain on sale of a hospital that was in a direct financing lease, which is included in other income (expense), net in the Consolidated Statements of Operations. The remaining activity for the three months and years ended December 31, 2021 and 2020 includes reserves for loan losses and land impairments recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations.
(5)In conjunction with establishing a plan during the year ended December 31, 2020 to dispose of all of our SHOP assets and classifying such assets as discontinued operations, we concluded it was more likely than not that we would no longer realize the future value of certain deferred tax assets generated by the net operating losses of our taxable REIT subsidiary entities. Accordingly, during the year ended December 31, 2020, we recognized an associated valuation allowance and corresponding income tax expense.
(6)For the year ended December 31, 2020, represents the tax benefit from the CARES Act, which extended the net operating loss carryback period to five years.
Page 10


Healthpeak Properties, Inc.
Adjusted Funds From Operations
In thousands

 Three Months Ended
December 31,
Year Ended
December 31,
 2021202020212020
FFO as Adjusted applicable to common shares$220,378 $218,932 $870,645 $874,188 
Amortization of stock-based compensation4,307 3,977 18,202 17,368 
Amortization of deferred financing costs2,539 2,488 9,216 10,157 
Straight-line rents(7,561)(5,230)(31,188)(29,316)
AFFO capital expenditures(39,368)(32,251)(111,480)(93,579)
Deferred income taxes(1,776)(6,447)(8,015)(15,647)
Other AFFO adjustments(4,228)7,893 (19,510)9,534 
AFFO applicable to common shares174,291 189,362 727,870 772,705 
Distributions on dilutive convertible units and other1,650 1,629 6,164 6,662 
Diluted AFFO applicable to common shares$175,941 $190,991 $734,034 $779,367 
Weighted average shares outstanding - diluted AFFO545,004 544,243 544,742 536,562 

Page 11

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Healthpeak Properties, Inc. provided additional information to their SEC Filing as exhibits

Ticker: PEAK
CIK: 765880
Form Type: 8-K Corporate News
Accession Number: 0001628280-22-001992
Submitted to the SEC: Tue Feb 08 2022 4:20:23 PM EST
Accepted by the SEC: Tue Feb 08 2022
Period: Tuesday, February 8, 2022
Industry: Real Estate Investment Trusts
Events:
  1. Earnings Release
  2. Financial Exhibit
  3. Regulated Disclosure

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