IRVINE, Calif., Feb. 13, 2019 /PRNewswire/ -- HCP, Inc.
(NYSE: HCP) today announced results for the fourth quarter and full
year ended December 31, 2018.
FOURTH QUARTER 2018 AND RECENT HIGHLIGHTS
– Diluted net income of $1.73 per share, diluted NAREIT FFO of
$0.41 per share and diluted FFO as
adjusted of $0.43 per share
– Closed on the previously announced
sale of Shoreline Technology Center in Mountain View, California for gross proceeds
of $1.0 billion
– Completed the previously disclosed
sale of 19 senior housing communities to an investment fund managed
by affiliates of Apollo Global Management for $377 million
– Acquired our partner's interests in
four life science assets for $92 million
– Under contract to acquire Sierra
Point Towers, an office and life science campus adjacent to our
591,000 square foot development, The Shore at Sierra Point, in the
South San Francisco life science
submarket, for $245 million
– Acquired 87 CambridgePark Drive, a
64,000 square foot life science facility in Cambridge, Massachusetts for $71 million and development rights on an adjacent
site, 101 CambridgePark Drive, for total consideration of up to
$27 million
– Accelerated commencement of
Phases II and III of The Shore at Sierra Point development in
response to tenant demand and our leasing success of Phase I, which
is 100% pre-leased
– Repaid $1.2
billion of debt using proceeds from dispositions and capital
markets transactions
– Raised gross proceeds of $156 million through our ATM offering program and
completed a public offering of 17 million shares of common
stock
– Received credit ratings upgrades from
S&P and Moody's
– Expanded leadership responsibilities
of Peter Scott and Tom Klaritch, promoted Shawn Johnston and Glenn
Preston to Executive Vice President and welcomed
Jeff Miller to lead senior housing
asset management
FULL YEAR 2018 HIGHLIGHTS
– Diluted net income of $2.24 per share, diluted NAREIT FFO of
$1.66 per share and diluted FFO as
adjusted of $1.82 per share
– Reduced operator concentration and
improved the quality of our senior housing portfolio through the
completion of $1.1 billion of
non-core asset sales and transitions to new operators at 38
communities
– Entered into a $605 million 51%/49% joint venture in a two
million square foot medical office portfolio with Morgan Stanley
Real Estate Investing
– Sold our Tandem Mezzanine Loan
investment, which eliminated our exposure to both stand-alone
post-acute/skilled-nursing assets and highly-leveraged mezzanine
investments
– Closed on the sale of a 51% interest
in our U.K. holdings and expect to sell the remaining 49% interest
by no later than 2020
– Created a program with HCA
Healthcare, Inc. ("HCA") to develop primarily on-campus MOBs
– Strengthened our balance sheet with
$2.3 billion of debt repayments
– Signed approximately 865,000 square
feet of leases for our life science development projects
– Appointed Kent Griffin, Lydia Kennard and Katherine Sandstrom as independent
directors to the Company's Board of Directors
– Recognized for our continued
sustainability leadership and performance by several prominent
Environmental, Social and Governance ("ESG") benchmarking
institutions
FOURTH QUARTER COMPARISON
|
Three Months
Ended
December 31, 2018
|
|
Three Months
Ended
December 31, 2017
|
|
(in thousands, except per share amounts)
|
Amount
|
|
Per Share
|
|
Amount
|
|
Per Share
|
|
Net income (loss),
diluted
|
$
|
831,965
|
|
|
$
|
1.73
|
|
|
$
|
(59,298)
|
|
|
$
|
(0.13)
|
|
|
NAREIT FFO,
diluted
|
195,187
|
|
|
0.41
|
|
|
52,884
|
|
|
0.11
|
|
|
FFO as adjusted,
diluted
|
202,115
|
|
|
0.43
|
|
|
225,510
|
|
|
0.48
|
|
|
FAD,
diluted
|
168,001
|
|
|
|
|
182,603
|
|
|
|
|
FULL YEAR COMPARISON
|
Year Ended
December 31, 2018
|
|
Year Ended
December 31, 2017
|
|
(in thousands, except per share amounts)
|
Amount
|
|
Per Share
|
|
Amount
|
|
Per Share
|
|
Net income (loss),
diluted
|
$
|
1,065,343
|
|
|
$
|
2.24
|
|
|
$
|
413,013
|
|
|
$
|
0.88
|
|
|
NAREIT FFO,
diluted
|
780,189
|
|
|
1.66
|
|
|
661,113
|
|
|
1.41
|
|
|
FFO as adjusted,
diluted
|
857,035
|
|
|
1.82
|
|
|
925,059
|
|
|
1.95
|
|
|
FAD,
diluted
|
746,397
|
|
|
|
|
803,720
|
|
|
|
|
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 (refer to the "Funds From Operations" and "Funds Available
for Distribution" sections of this release for additional
information). See "December 31, 2018
Discussion and Reconciliation of Non-GAAP Financial Measures" for
definitions, discussions of their uses and inherent limitations,
and reconciliations to the most directly comparable financial
measures calculated and presented in accordance with GAAP on the
Investor Relations section of our website at
http://ir.hcpi.com/financial-reconciliation.
SAME PROPERTY PORTFOLIO OPERATING SUMMARY
The tables below outline the year-over-year three-month and full
year SPP Cash NOI growth and the components of our senior housing
operating portfolio ("SHOP") SPP Cash NOI growth:
Year-Over-Year
Total SPP Cash NOI Growth
|
|
|
|
Three
Month
|
Full Year
|
% of Full Year
SPP
|
|
Senior housing
triple-net
|
2.5%
|
2.0%
|
28.1%
|
|
SHOP
|
(11.6%)
|
(3.8%)
|
9.3%
|
|
Life
science
|
3.9%
|
1.5%
|
23.3%
|
|
Medical
office
|
1.9%
|
2.1%
|
30.3%
|
|
Other non-reportable
segments ("Other")
|
4.3%
|
3.2%
|
9.0%
|
|
Total
Portfolio
|
1.5%
|
1.4%
|
100.0%
|
|
Components of
Three-Month SHOP SPP Cash NOI Growth
|
|
|
Core
Portfolio(1)
|
|
Transition
Portfolio(2)
|
|
Total
|
|
Property
count
|
32
|
|
16
|
|
48
|
|
Cash NOI
|
$14,533
|
|
$4,286
|
|
$18,818
|
|
SPP Cash NOI
Growth
|
(2.3%)
|
|
(33.2%)
|
|
(11.6%)
|
|
SPP Cash NOI
Margin
|
31.3%
|
|
21.4%
|
|
28.3%
|
|
Components of
Twelve-Month SHOP SPP Cash NOI Growth
|
|
|
Core
Portfolio(3)
|
|
Transition
Portfolio(2)
|
|
Total
|
|
Property
count
|
31
|
|
15
|
|
46
|
|
Cash NOI
|
$61,274
|
|
$21,277
|
|
$82,550
|
|
SPP Cash NOI
Growth
|
1.7%
|
|
(16.8%)
|
|
(3.8%)
|
|
SPP Cash NOI
Margin
|
33.6%
|
|
26.5%
|
|
31.5%
|
|
Twelve-Month
Combined Senior Housing SPP Cash NOI Growth
|
|
|
NNN
|
|
SHOP
|
|
Total(4)
|
|
Property
count
|
146
|
|
46
|
|
192
|
|
Cash NOI
|
$249,633
|
|
$82,550
|
|
$332,184
|
|
SPP Cash NOI
Growth
|
2.0%
|
|
(3.8%)
|
|
0.5%
|
|
_______________________________________
|
(1)
|
Includes 16
properties managed by Brookdale Senior Living ("Brookdale") and 16
properties managed by four operators that are not expected to
undergo a transition/sale during 2019.
|
(2)
|
Represents properties
previously managed by Brookdale that have transitioned to new
operators or are expected to sell in 2019.
|
(3)
|
Includes 16
properties managed by Brookdale and 15 properties managed by four
operators that are not expected to undergo a transition/sale during
2019.
|
(4)
|
2019 Guidance range
reflects Senior Housing combined, 2018 is being presented combined
for comparative purposes.
|
TRANSACTION UPDATES
87 & 101 CAMBRIDGEPARK DRIVE
In January 2019, we acquired 87
CambridgePark Drive, a 100% leased, 64,000 square foot life science
facility for $71 million.
Additionally, in February 2019, we
acquired development rights at 101 CambridgePark Drive, a parcel
adjacent to 87 CambridgePark Drive, for consideration of up to
$27 million. 87 & 101
CambridgePark Drive are both located in Cambridge, Massachusetts, near the Alewife
transit station on the MBTA Red Line, which offers direct
connectivity to Kendall Square. These investments add
meaningful scale to our life science presence in Boston and expand our relationship with
leading local owner and operator, King Street Properties.
SIERRA POINT TOWERS
In November 2018, we entered into
contract to acquire Sierra Point Towers, a 427,000 square foot,
two-building life science and office campus in the South San Francisco life science submarket for
$245 million. Sierra Point Towers is approximately 100%
leased with a weighted average lease term of more than five
years. Sierra Point Towers is strategically located adjacent
to our The Shore at Sierra Point development project and provides
HCP the opportunity to integrate the two campuses, creating a
denser life science cluster with operational and leasing
synergies. We also intend to explore the potential for
additional entitlements and densification at Sierra Point
Towers. The transaction is expected to close in the first
half of 2019.
LIFE SCIENCE JOINT VENTURE PARTNER BUYOUT
In November 2018, we acquired our
partner's joint venture interests in four life science assets for
$92 million. The transaction included two buildings
totaling approximately 131,000 square feet located in the heart of
Torrey Pines submarket of
San Diego and two buildings
totaling approximately 162,000 square feet located in the
South San Francisco life science
submarket.
SHORELINE TECHNOLOGY CENTER DISPOSITION
In November 2018, we closed on the
sale of the approximately 800,000 square foot Shoreline Technology
Center campus located in Mountain View,
California for $1.0
billion. We recognized a gain on sale of $726 million in the fourth quarter 2018.
19-COMMUNITY PORTFOLIO SALE
During the fourth quarter of 2018, we closed on the previously
announced 19-asset portfolio sale of Brookdale-managed senior housing communities
to an investment fund managed by affiliates of Apollo Global
Management for $377 million.
OPERATOR TRANSITION UPDATE
During 2018, we transitioned 38 HCP-owned senior housing
communities from Brookdale to new
operators, including Atria Senior
Living, Sunrise Senior Living, Elmcroft by Eclipse Senior
Living, Discovery Senior Living and Sonata Senior Living.
DEVELOPMENT UPDATES
ADDITIONAL PHASES OF THE SHORE AT SIERRA POINT
The Shore at Sierra Point is a 23-acre waterfront life science
development located in the South San
Francisco life science submarket that will offer
state-of-the-art laboratory and office space along with high-end
amenities. We have pre-leased 100% of Phase I, which
consists of two buildings totaling approximately 222,000 square
feet with an approximate total cost of $224 million. In
response to our Phase I leasing success and continued demand
for life science space in the South San
Francisco life science submarket, we accelerated
commencement of Phases II and III of the development.
Phases II and III combined will consist of three Class A
life science office buildings totaling approximately 369,000 square
feet with total estimated development costs of
$385 million.
ON-CAMPUS MEDICAL OFFICE DEVELOPMENT PROGRAM WITH HCA
During the quarter, we began construction on a 90,000 square
foot medical office building on the campus of Grand Strand Medical
Center ("Grand Strand") in Myrtle Beach,
South Carolina with an estimated cost of $26 million. Grand Strand is operated by
HCA and is the leading hospital in the market. Grand Strand
will anchor the development and occupy 42,000 square feet upon
completion.
BALANCE SHEET AND CAPITAL MARKET ACTIVITIES
In the fourth quarter of 2018, we used proceeds from
dispositions to repay approximately $1.2
billion of debt consisting of $450
million of our 3.75% senior unsecured notes due in
February 2019, $224 million of our unsecured term loan due in
January 2019 and $557 million of outstanding borrowings under our
$2.0 billion unsecured revolving line
of credit.
At December 31, 2018, we had
$1.9 billion of availability under
our $2.0 billion credit facility.
In the fourth quarter of 2018, we raised gross proceeds of
approximately $156 million under our ATM common stock offering
program. Additionally, we completed a public offering of
17,250,000 shares of common stock (including the exercise of the
underwriter's option to purchase additional shares) priced at
$28.90 per share before underwriting
discounts and commissions. As part of the offering,
15,250,000 shares were structured as a forward sale for up to 12
months. We expect to settle the forward and use the proceeds
during 2019 to fund our acquisition and development activities.
EXECUTIVE LEADERSHIP
To further advance our competitive performance and execute on
the internal and external growth opportunities within our
portfolio, HCP today announced expanded leadership responsibilities
for Peter Scott and Tom Klaritch, promotions to Executive Vice
President for Shawn Johnston and
Glenn Preston and the addition of
Jeff Miller to lead senior housing
asset management.
- Peter Scott has assumed
leadership of our Life Science segment where he will lead a
seasoned team with expertise and relationships in the major life
science markets. Mr. Scott will also continue to serve as
Chief Financial Officer.
- Tom Klaritch has assumed
responsibility for the management of HCP's development and
redevelopment projects in the newly-created role of Chief
Development Officer. Mr. Klaritch will continue to serve as
Chief Operating Officer and provide oversight of our Medical Office
segment.
"Pete and Tom are proven leaders and I'm excited to broaden the
scope of their responsibilities," said Tom
Herzog, HCP's Chief Executive Officer. "These changes
support HCP's continued execution of its strategic
initiatives."
HCP also announced today it has promoted Shawn Johnston and Glenn
Preston to Executive Vice President. Mr. Johnston
joined HCP in 2017 as Chief Accounting Officer and is responsible
for our accounting, financial reporting, property tax and financial
systems. Mr. Preston joined HCP in 2003 and leads day-to-day
operations for all aspects of our Medical Office segment.
Additionally, HCP announced the addition of Jeff Miller as Senior Vice President, who will
be responsible for the day-to-day execution of the company's Senior
Housing finance and asset management functions. Mr. Miller
will report directly to Scott
Brinker, Chief Investment Officer and leader of our Senior
Housing segment. Prior to joining HCP, Mr. Miller served as
Chief Operating Officer at Welltower, Inc. from July 2014 to January
2017, and General Counsel from July
2004 to July 2014.
"Jeff joins us with over 30 years of experience in health care
real estate," said Mr. Herzog. "His addition to our team is
yet another tangible step we've taken to remake our senior housing
business to capture the embedded upside in our portfolio."
DIVIDEND
On January 31, 2019, we announced
that our Board declared a quarterly cash dividend of $0.37 per common share. The dividend will
be paid on February 28, 2019 to
stockholders of record as of the close of business on February 19, 2019.
SUSTAINABILITY
HCP's leadership and performance in environmental, social and
governance ("ESG") sustainability initiatives were recognized by
the CDP (formerly the Carbon Disclosure Project) 2018 Climate
Change Program. We completed CDP's annual investor survey for
the seventh consecutive year, received a 2018 score of A- for our
disclosure and were named to the Leadership Band.
Additionally, HCP was named a constituent in the FTSE4Good Index
for the seventh consecutive year and achieved the Green Star
designation from the Global Real Estate Sustainability Benchmark
("GRESB") for the seventh consecutive year. HCP was also
named a constituent in the North America Dow Jones Sustainability
Index ("DJSI") for the sixth consecutive year and was included in
The Sustainability Yearbook 2018, a listing of the world's most
sustainable companies. The list is compiled according to the
results of RobecoSAM's annual Corporate Sustainability Assessment,
which also determines constituency for the DJSI series. For
additional information regarding our ESG sustainability initiatives
and our approach to climate change, please visit our website at
www.hcpi.com/sustainability.
2019 GUIDANCE
For full year 2019, we have established the following guidance
ranges:
- Diluted net income per share to range between $0.45 to
$0.51
- Diluted NAREIT FFO per share of $1.67 to $1.73
- Diluted FFO as adjusted per share of $1.70 to $1.76
- Blended Total Portfolio SPP Cash NOI growth of 1.25% to
2.75%
Key Assumptions
- Components to initial blended Total Portfolio SPP Cash NOI
guidance:
-
- Senior Housing: (1.50%) to 1.50%
- Medical Office: 1.75% to 2.75%
- Life Science: 4.00% to 5.00%
- Other: 2.00% to 3.00%
- Senior Housing SPP Cash NOI: Includes triple-net and
SHOP. At the mid-point, assumes triple-net portfolio growth
of 2% and SHOP growth of (5%). SHOP includes both Core and
Transition portfolios.
- Capital Markets:
-
- Debt: mid-year refinancing of $800
million of our 2.625% senior notes due February 2020
- Equity: approximately $430
million from the anticipated settlement of the equity
forward from our December 2018
follow-on offering
- Development and Redevelopment: $600 to $700
million of spend; an amount elevated relative to 2018 in
order to capture significant value creation opportunities
- Acquisitions: $900 million at a
blended cash yield of 5.0% to 5.5%, mid-year convention
- Dispositions: $500 million at a
blended cash yield of 6.5% to 7.5%, mid-year convention
These estimates do not reflect the potential impact from
unannounced future transactions other than capital recycling
activities. For additional detail and information regarding
these estimates, refer to the 2019 Guidance section of our
corresponding Supplemental Report and the Discussion and
Reconciliation of Non-GAAP Financial Measures, both available in
the Investor Relations section of our website
at http://ir.hcpi.com.
COMPANY INFORMATION
HCP has scheduled a conference call and webcast for Thursday, February 14, 2019, at 9:00 a.m.
Pacific Time (12:00 p.m. Eastern Time) to present its
performance and operating results for the fourth quarter and full
year 2018. The conference call is accessible by dialing (888)
317-6003 (U.S.) or (412) 317-6061 (International). The
conference ID number is 3594115. You may also access the
conference call via webcast in the Investor Relations section of
our website at http://ir.hcpi.com. An archive of the webcast
will be available through March 1,
2019 on our website, and a telephonic replay can be accessed
by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (International)
and entering conference ID number 10128000. Our Supplemental
Report for the current period is also available, with this earnings
release, in the Investor Relations section of our website.
ABOUT HCP
HCP, Inc. is a fully integrated real estate investment trust
(REIT) that invests in real estate serving the healthcare industry
in the United States.
HCP owns a large-scale portfolio primarily diversified across
life science, medical office and senior housing. Recognized
as a global leader in sustainability, HCP has been a
publicly-traded company since 1985 and was the first healthcare
REIT selected to the S&P 500 index. For more information
regarding HCP, visit www.hcpi.com.
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, capital recycling
plans, financing activities, or other transactions discussed in
this release, including without limitation those described under
the headings "Transaction Updates", "Development Updates" and
"Balance Sheet and Capital Markets Activities";
(ii) statements regarding the payment of a quarterly cash
dividend; and (iii) all statements under the heading "2019
Guidance," including without limitation with respect to expected
net income, FFO per share, FFO as adjusted per share, SPP Cash NOI
and other financial projections and assumptions, 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;
the financial condition of our existing and future tenants,
operators and borrowers, including potential bankruptcies and
downturns in their businesses, and their legal and regulatory
proceedings, which results in uncertainties regarding our ability
to continue to realize the full benefit of such tenants' and
operators' leases and borrowers' loans; the ability of our existing
and future tenants, operators and borrowers to conduct their
respective businesses in a manner sufficient to maintain or
increase their revenues and to generate sufficient income to make
rent and loan payments to us and our ability to recover investments
made, if applicable, in their operations; competition for the
acquisition and financing of suitable healthcare properties as well
as competition for tenants and operators, including with respect to
new leases and mortgages and the renewal or rollover of existing
leases; our concentration in the healthcare property sector,
particularly in senior housing, life sciences and medical office
buildings, which makes our profitability more vulnerable to a
downturn in a specific sector than if we were investing in multiple
industries; our ability to identify replacement tenants and
operators and the potential renovation costs and regulatory
approvals associated therewith; the risks associated with property
development and redevelopment, including costs above original
estimates, project delays and lower occupancy rates and rents than
expected; the risks associated with our investments in joint
ventures and unconsolidated entities, including our lack of sole
decision making authority and our reliance on our partners'
financial condition and continued cooperation; our ability to
achieve the benefits of acquisitions and other investments,
including those discussed above, within expected time frames or at
all, or within expected cost projections; the potential impact on
us and our tenants, operators and borrowers from current and future
litigation matters, including the possibility of larger than
expected litigation costs, adverse results and related
developments; operational risks associated with third party
management contracts, including the additional regulation and
liabilities of our RIDEA lease structures; the effect on us and our
tenants and operators of legislation, executive orders and other
legal requirements, including compliance with the Americans with
Disabilities Act, fire, safety and health regulations,
environmental laws, the Affordable Care Act, licensure,
certification and inspection requirements, and laws addressing
entitlement programs and related services, including Medicare and
Medicaid, which may result in future reductions in reimbursements
or fines for noncompliance; changes in federal, state or local laws
and regulations, including those affecting the healthcare industry
that affect our costs of compliance or increase the costs, or
otherwise affect the operations, of our tenants and operators; our
ability to foreclose on collateral securing our real estate-related
loans; volatility or uncertainty in the capital markets, the
availability and cost of capital as impacted by interest rates,
changes in our credit ratings, and the value of our common stock,
and other conditions that may adversely impact our ability to fund
our obligations or consummate transactions, or reduce the earnings
from potential transactions; changes in global, national and local
economic or other conditions, including currency exchange rates;
our ability to manage our indebtedness level and changes in the
terms of such indebtedness; competition for skilled management and
other key personnel; the potential impact of uninsured or
underinsured losses; our reliance on information technology systems
and the potential impact of system failures, disruptions or
breaches; the ability to maintain our qualification as a real
estate investment trust; and other risks and uncertainties
described from time to time in our Securities and Exchange
Commission filings. Except as required by law, we do not
undertake, and hereby disclaim, any obligation to update any
forward-looking statements, which speak only as of the date on
which they are made.
CONTACT
Andrew Johns
Vice President – Finance and Investor Relations
949-407-0400
HCP, Inc.
|
|
Consolidated
Balance Sheets
|
|
In thousands,
except share and per share data
|
|
|
|
|
December 31,
2018
|
|
December 31,
2017
|
|
Assets
|
|
|
|
|
Real
estate:
|
|
|
|
|
Buildings and
improvements
|
$
|
10,877,248
|
|
|
$
|
11,239,732
|
|
|
Development costs and
construction in progress
|
537,643
|
|
|
447,976
|
|
|
Land
|
1,637,506
|
|
|
1,785,865
|
|
|
Accumulated
depreciation and amortization
|
(2,842,947)
|
|
|
(2,741,695)
|
|
|
Net real
estate
|
10,209,450
|
|
|
10,731,878
|
|
|
Net investment in
direct financing leases
|
713,818
|
|
|
714,352
|
|
|
Loans receivable,
net
|
62,998
|
|
|
313,326
|
|
|
Investments in and
advances to unconsolidated joint ventures
|
540,088
|
|
|
800,840
|
|
|
Accounts receivable,
net of allowance of $5,127 and $4,425, respectively
|
48,171
|
|
|
40,733
|
|
|
Cash and cash
equivalents
|
110,790
|
|
|
55,306
|
|
|
Restricted
cash
|
29,056
|
|
|
26,897
|
|
|
Intangible assets,
net
|
305,079
|
|
|
410,082
|
|
|
Assets held for sale,
net
|
108,086
|
|
|
417,014
|
|
|
Other assets,
net
|
591,017
|
|
|
578,033
|
|
|
Total
assets
|
$
|
12,718,553
|
|
|
$
|
14,088,461
|
|
|
|
|
|
|
|
Liabilities and
Equity
|
|
|
|
|
Bank line of
credit
|
$
|
80,103
|
|
|
$
|
1,017,076
|
|
|
Term loan
|
—
|
|
|
228,288
|
|
|
Senior unsecured
notes
|
5,258,550
|
|
|
6,396,451
|
|
|
Mortgage
debt
|
138,470
|
|
|
144,486
|
|
|
Other debt
|
90,785
|
|
|
94,165
|
|
|
Intangible
liabilities, net
|
54,663
|
|
|
52,579
|
|
|
Liabilities of assets
held for sale, net
|
1,125
|
|
|
14,031
|
|
|
Accounts payable and
accrued liabilities
|
391,583
|
|
|
401,738
|
|
|
Deferred
revenue
|
190,683
|
|
|
144,709
|
|
|
Total
liabilities
|
6,205,962
|
|
|
8,493,523
|
|
|
Commitments and
contingencies
|
|
|
|
|
Common stock, $1.00
par value: 750,000,000 shares authorized; 477,496,499 and
469,435,678 shares issued and outstanding, respectively
|
477,496
|
|
|
469,436
|
|
|
Additional paid-in
capital
|
8,398,847
|
|
|
8,226,113
|
|
|
Cumulative dividends
in excess of earnings
|
(2,927,196)
|
|
|
(3,370,520)
|
|
|
Accumulated other
comprehensive income (loss)
|
(4,708)
|
|
|
(24,024)
|
|
|
Total stockholders'
equity
|
5,944,439
|
|
|
5,301,005
|
|
|
|
|
|
|
|
Joint venture
partners
|
391,401
|
|
|
117,045
|
|
|
Non-managing member
unitholders
|
176,751
|
|
|
176,888
|
|
|
Total noncontrolling
interests
|
568,152
|
|
|
293,933
|
|
|
Total
equity
|
6,512,591
|
|
|
5,594,938
|
|
|
|
|
|
|
|
Total liabilities
and equity
|
$
|
12,718,553
|
|
|
$
|
14,088,461
|
|
|
HCP, Inc.
|
|
Consolidated
Statements of Operations
|
|
In thousands,
except per share data
|
|
|
|
|
Three Months
Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|
(unaudited)
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Rental and related
revenues
|
$
|
298,790
|
|
|
$
|
291,708
|
|
|
$
|
1,237,236
|
|
|
$
|
1,213,649
|
|
|
Resident fees and
services
|
127,826
|
|
|
132,587
|
|
|
544,773
|
|
|
524,275
|
|
|
Income from direct
financing leases
|
13,945
|
|
|
13,701
|
|
|
54,274
|
|
|
54,217
|
|
|
Interest
income
|
1,358
|
|
|
5,263
|
|
|
10,406
|
|
|
56,237
|
|
|
Total
revenues
|
441,919
|
|
|
443,259
|
|
|
1,846,689
|
|
|
1,848,378
|
|
|
|
|
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
|
|
|
Interest
expense
|
54,717
|
|
|
71,882
|
|
|
266,343
|
|
|
307,716
|
|
|
Depreciation and
amortization
|
130,759
|
|
|
136,833
|
|
|
549,499
|
|
|
534,726
|
|
|
Operating
|
177,413
|
|
|
198,669
|
|
|
705,038
|
|
|
666,251
|
|
|
General and
administrative
|
21,510
|
|
|
21,485
|
|
|
96,702
|
|
|
88,772
|
|
|
Transaction
costs
|
1,684
|
|
|
5,459
|
|
|
10,772
|
|
|
7,963
|
|
|
Impairments
(recoveries), net
|
36,080
|
|
|
84,374
|
|
|
55,260
|
|
|
166,384
|
|
|
Total costs and
expenses
|
422,163
|
|
|
518,702
|
|
|
1,683,614
|
|
|
1,771,812
|
|
|
Other income
(expense):
|
|
|
|
|
|
|
|
|
Gain (loss) on sales
of real estate, net
|
763,774
|
|
|
33,789
|
|
|
925,985
|
|
|
356,641
|
|
|
Loss on debt
extinguishments
|
(263)
|
|
|
—
|
|
|
(44,162)
|
|
|
(54,227)
|
|
|
Other income
(expense), net
|
50,333
|
|
|
(9,303)
|
|
|
13,316
|
|
|
31,420
|
|
|
Total other income
(expense), net
|
813,844
|
|
|
24,486
|
|
|
895,139
|
|
|
333,834
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
before income taxes and equity income (loss) from unconsolidated
joint ventures
|
833,600
|
|
|
(50,957)
|
|
|
1,058,214
|
|
|
410,400
|
|
|
Income tax benefit
(expense)
|
2,935
|
|
|
(13,297)
|
|
|
17,854
|
|
|
1,333
|
|
|
Equity income (loss)
from unconsolidated joint ventures
|
(2,152)
|
|
|
6,330
|
|
|
(2,594)
|
|
|
10,901
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
834,383
|
|
|
(57,924)
|
|
|
1,073,474
|
|
|
422,634
|
|
|
Noncontrolling
interests' share in earnings
|
(2,835)
|
|
|
(778)
|
|
|
(12,381)
|
|
|
(8,465)
|
|
|
Net income (loss)
attributable to HCP, Inc.
|
831,548
|
|
|
(58,702)
|
|
|
1,061,093
|
|
|
414,169
|
|
|
Participating
securities' share in earnings
|
(2,223)
|
|
|
(596)
|
|
|
(2,669)
|
|
|
(1,156)
|
|
|
Net income (loss)
applicable to common shares
|
$
|
829,325
|
|
|
$
|
(59,298)
|
|
|
$
|
1,058,424
|
|
|
$
|
413,013
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per
common share:
|
|
|
|
|
|
|
|
|
Basic
|
$
|
1.75
|
|
|
$
|
(0.13)
|
|
|
$
|
2.25
|
|
|
$
|
0.88
|
|
|
Diluted
|
$
|
1.73
|
|
|
$
|
(0.13)
|
|
|
$
|
2.24
|
|
|
$
|
0.88
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
472,998
|
|
|
469,229
|
|
|
470,551
|
|
|
468,759
|
|
|
Diluted
|
479,906
|
|
|
469,229
|
|
|
475,387
|
|
|
468,935
|
|
|
HCP, Inc.
|
|
Funds From
Operations
|
|
In
thousands, except per share data
|
|
(unaudited)
|
|
|
|
|
|
Three Months
Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
Net income (loss)
applicable to common shares
|
|
$
|
829,325
|
|
|
$
|
(59,298)
|
|
|
$
|
1,058,424
|
|
|
$
|
413,013
|
|
|
Real estate related
depreciation and amortization
|
|
130,759
|
|
|
136,833
|
|
|
549,499
|
|
|
534,726
|
|
|
Real estate related
depreciation and amortization on unconsolidated joint
ventures
|
|
15,237
|
|
|
12,347
|
|
|
63,967
|
|
|
60,058
|
|
|
Real estate related
depreciation and amortization on noncontrolling interests and
other
|
|
(3,828)
|
|
|
(3,425)
|
|
|
(11,795)
|
|
|
(15,069)
|
|
|
Other real
estate-related depreciation and amortization
|
|
2,071
|
|
|
1,646
|
|
|
6,977
|
|
|
9,364
|
|
|
Loss (gain) on sales
of real estate, net
|
|
(763,774)
|
|
|
(33,789)
|
|
|
(925,985)
|
|
|
(356,641)
|
|
|
Loss (gain) on sales
of real estate, net on unconsolidated joint ventures
|
|
—
|
|
|
(1,430)
|
|
|
—
|
|
|
(1,430)
|
|
|
Loss (gain) upon
consolidation of real estate, net(1)
|
|
(50,171)
|
|
|
—
|
|
|
(9,154)
|
|
|
—
|
|
|
Taxes associated with
real estate dispositions
|
|
2,765
|
|
|
—
|
|
|
3,913
|
|
|
(5,498)
|
|
|
Impairments
(recoveries) of depreciable real estate, net
|
|
32,803
|
|
|
—
|
|
|
44,343
|
|
|
22,590
|
|
|
NAREIT FFO
applicable to common shares, basic and diluted
|
|
$
|
195,187
|
|
|
$
|
52,884
|
|
|
$
|
780,189
|
|
|
$
|
661,113
|
|
|
Diluted NAREIT FFO
per common share
|
|
$
|
0.41
|
|
|
$
|
0.11
|
|
|
$
|
1.66
|
|
|
$
|
1.41
|
|
|
Weighted average
shares outstanding - diluted NAREIT FFO
|
|
473,289
|
|
|
469,388
|
|
|
470,719
|
|
|
468,935
|
|
|
Impact of adjustments
to NAREIT FFO:
|
|
|
|
|
|
|
|
|
|
Transaction-related
items(2)
|
|
$
|
2,416
|
|
|
$
|
60,100
|
|
|
$
|
11,029
|
|
|
$
|
62,576
|
|
|
Other impairments
(recoveries) and losses (gains), net(3)
|
|
3,277
|
|
|
84,374
|
|
|
7,619
|
|
|
92,900
|
|
|
Severance and related
charges(4)
|
|
595
|
|
|
1,111
|
|
|
13,906
|
|
|
5,000
|
|
|
Loss on debt
extinguishments(5)
|
|
263
|
|
|
—
|
|
|
44,162
|
|
|
54,227
|
|
|
Litigation costs
(recoveries)
|
|
323
|
|
|
8,130
|
|
|
363
|
|
|
15,637
|
|
|
Casualty-related
charges (recoveries), net
|
|
—
|
|
|
2,039
|
|
|
—
|
|
|
10,964
|
|
|
Foreign currency
remeasurement losses (gains)
|
|
72
|
|
|
(58)
|
|
|
(35)
|
|
|
(1,043)
|
|
|
Tax rate legislation
impact
|
|
—
|
|
|
17,028
|
|
|
—
|
|
|
17,028
|
|
|
Total
adjustments
|
|
6,946
|
|
|
172,724
|
|
|
77,044
|
|
|
257,289
|
|
|
FFO as adjusted
applicable to common shares
|
|
202,133
|
|
|
225,608
|
|
|
857,233
|
|
|
918,402
|
|
|
Distributions on
dilutive convertible units and other
|
|
(18)
|
|
|
(98)
|
|
|
(198)
|
|
|
6,657
|
|
|
Diluted FFO as
adjusted applicable to common shares
|
|
$
|
202,115
|
|
|
$
|
225,510
|
|
|
$
|
857,035
|
|
|
$
|
925,059
|
|
|
Diluted FFO as
adjusted per common share
|
|
$
|
0.43
|
|
|
$
|
0.48
|
|
|
$
|
1.82
|
|
|
$
|
1.95
|
|
|
Weighted average
shares outstanding - diluted FFO as adjusted
|
|
473,289
|
|
|
469,388
|
|
|
470,719
|
|
|
473,620
|
|
|
_______________________________________
|
(1)
|
For the three months
ended December 31, 2018, represents the gain related to the
acquisition of our partner's interests in four previously
unconsolidated life science assets. For the year ended December 31,
2018, represents the gain related to the acquisition of our
partner's interests in four previously unconsolidated life science
assets, partially offset by the loss on consolidation of seven U.K.
care homes.
|
(2)
|
For the three months
and year ended December 31, 2017, includes $55 million of net
non-cash charges related to the right to terminate certain
triple-net leases and management agreements in conjunction with a
previous transaction with Brookdale in November 2017.
|
(3)
|
For the year ended
December 31, 2018, primarily relates to the impairment of an
undeveloped life science land parcel classified as held for sale.
For the year ended December 31, 2017, represents the impairment of
our Tandem Health Care mezzanine loan, net of the impairment
recovery upon the sale of our Four Seasons senior notes.
|
(4)
|
For the year ended
December 31, 2018, primarily relates to the departure of our former
Executive Chairman, which consisted of $6 million of cash severance
and $3 million of equity award vestings, and corporate
restructuring activities. For the year ended December 31, 2017,
primarily relates to the departure of our former Chief Accounting
Officer.
|
(5)
|
Represents the
premium associated with the prepayment of senior unsecured
notes.
|
HCP, Inc.
|
|
Funds Available
for Distribution
|
|
In
thousands
|
|
(unaudited)
|
|
|
|
|
Three Months
Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
FFO as adjusted
applicable to common shares
|
$
|
202,133
|
|
|
$
|
225,608
|
|
|
$
|
857,233
|
|
|
$
|
918,402
|
|
|
Amortization of
deferred compensation(1)
|
3,465
|
|
|
3,180
|
|
|
14,714
|
|
|
13,510
|
|
|
Amortization of
deferred financing costs
|
2,851
|
|
|
3,428
|
|
|
12,612
|
|
|
14,569
|
|
|
Straight-line
rents
|
(2,251)
|
|
|
(5,881)
|
|
|
(23,138)
|
|
|
(23,933)
|
|
|
FAD capital
expenditures
|
(35,956)
|
|
|
(39,646)
|
|
|
(106,193)
|
|
|
(113,471)
|
|
|
Lease restructure
payments
|
294
|
|
|
305
|
|
|
1,195
|
|
|
1,470
|
|
|
CCRC entrance
fees(2)
|
4,677
|
|
|
6,949
|
|
|
17,880
|
|
|
21,385
|
|
|
Deferred income
taxes(3)
|
(5,993)
|
|
|
(4,967)
|
|
|
(18,744)
|
|
|
(15,490)
|
|
|
Other FAD
adjustments(4)
|
(1,219)
|
|
|
(6,373)
|
|
|
(9,162)
|
|
|
(12,722)
|
|
|
FAD applicable to
common shares, basic and diluted
|
$
|
168,001
|
|
|
$
|
182,603
|
|
|
$
|
746,397
|
|
|
$
|
803,720
|
|
|
Weighted average
shares outstanding - diluted FAD
|
473,289
|
|
|
469,388
|
|
|
470,719
|
|
|
468,935
|
|
|
_______________________________________
|
(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 non-refundable entrance fees, as the fees are collected by
our CCRC JV, net of reserves and CCRC JV entrance fee
amortization.
|
(3)
|
For the three months
ended December 31, 2017, excludes deferred tax expense, which is
included in tax rate legislation impact. For the year ended
December 31, 2017, excludes: (i) deferred tax expense, which is
included in tax rate legislation impact and (ii) deferred tax
benefit from casualty-related charges, which is included in
casualty-related charges (recoveries), net.
|
(4)
|
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.
|
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SOURCE HCP, Inc.