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EX-99.2 - EX-99.2 - HEALTHPEAK PROPERTIES, INC.a09-32650_1ex99d2.htm
8-K - 8-K - HEALTHPEAK PROPERTIES, INC.a09-32650_18k.htm

Exhibit 99.1

 

 

 

 

FOR IMMEDIATE RELEASE

 

 

HCP ANNOUNCES THIRD QUARTER 2009 RESULTS

 

 

HIGHLIGHTS

 

--     Impairments and a litigation provision resulted in charges of $0.05 and $0.36 per share, respectively

 

--     Diluted FFO per share of $0.52, before giving effect to the impairments and litigation provision; diluted FFO per share of $0.11; and net loss per share of $0.18

 

--     Purchased a $720 million participation in HCR ManorCare’s first mortgage debt

 

--     Completed $441 million public offering of common stock

 

--     Completed transition of 15 Sunrise-managed communities to new operators

 

LONG BEACH, CA, November 3, 2009 — HCP (the “Company” or “we”) (NYSE:HCP) announced results for the quarter ended September 30, 2009. Funds from operations (“FFO”) applicable to common shares, before giving effect to impairments and litigation provision was $149.3 million, or $0.52 per diluted share, for the quarter ended September 30, 2009, compared to FFO applicable to common shares, before giving effect to impairments and merger-related charges of $178.8 million, or $0.72 per diluted share, in the year-ago period.  FFO applicable to common shares was $32.2 million, or $0.11 per diluted share, for the quarter ended September 30, 2009, compared to FFO applicable to common shares of $174.3 million, or $0.70 per diluted share, in the year-ago period.

FFO applicable to common shares for the quarter ended September 30, 2009 included the negative impact of $0.39 per diluted share of the following: i) impairments of $0.05 per diluted share; (ii) a charge of $0.36 per diluted share related to an accrued liability in connection with a jury verdict in the Ventas litigation; and iii) income of $0.02 per diluted share related to sales of marketable debt securities.  FFO applicable to common shares for the quarter ended September 30, 2008 included the positive impact of $0.16 per diluted share of the following: i) lease termination fees of $0.07 per diluted share resulting from the early termination of three leases in our life science segment and a related impairment charge of $0.02 per diluted share; and ii) income of $0.11 per diluted share related to the settlement of various disputes with Tenet Healthcare Corporation. FFO is a supplemental non-GAAP financial measure that the Company believes is helpful in evaluating the operating performance of real estate investment trusts.

For the quarter ended September 30, 2009, we incurred a net loss of $52.4 million, or $0.18 per diluted share, compared to net income applicable to common shares of $119.6 million, or $0.49 per diluted share, in the year-ago period. Including the items impacting FFO discussed above, the quarters ended September 30, 2009 and 2008 also included gain on sales of real estate of $2.5 million and $27.8 million, respectively.

 

 

 

Page 1 of 9



 

INVESTMENTS

On August 3, 2009, we purchased a $720 million participation in first mortgage debt of HCR ManorCare, at a discount of $130 million, for approximately $590 million. The $720 million participation bears interest at LIBOR plus 1.25% and represents 45% of the $1.6 billion most senior tranche of HCR ManorCare’s mortgage debt incurred as part of the financing for The Carlyle Group’s acquisition of Manor Care, Inc. in December 2007. The mortgage debt matures in January 2012, with a one-year extension available at the borrower’s option subject to certain performance conditions, and was secured by a first lien on 331 facilities located in 30 states at closing. We obtained favorable financing to fund 72% of the purchase price, resulting in a net cash payment by HCP of $166 million.

During the quarter ended September 30, 2009, we funded $31 million for construction and other capital projects, primarily in our life science segment.

During the quarter ended September 30, 2009, we sold marketable debt securities for $115 million, recognizing aggregate gains of $6 million, and two medical office buildings for $6 million, recognizing gain on sales of real estate of $2.5 million.

FINANCINGS

On August 10, 2009, we completed a $441 million public offering of 17.8 million shares of our common stock at a price of $24.75 per share. We received net proceeds of $423 million, which were used to repay the total outstanding indebtedness under our revolving line of credit facility, including borrowings for the additional investment in HCR ManorCare discussed above, with the remainder used for general corporate purposes.

On August 20, 2009, we entered into two interest-rate swap contracts (pay float and receive fixed) with an aggregate notional amount of $500 million that terminate in 2011. The interest-rate swap contracts reduced our net floating rate asset exposure, which had increased as a result of our additional investment in HCR ManorCare and third quarter repayments of floating rate debt, which were both funded with proceeds from our August 2009 public equity offering.

On August 27, 2009, we prepaid $100 million of variable rate mortgage debt. The mortgage debt, with an original maturity of January 2010, was repaid with proceeds from our August 2009 public equity offering and third quarter asset sales.

OTHER

On September 4, 2009, a jury returned a verdict in favor of Ventas, Inc. (“Ventas”), in an action brought against us in the United States District Court for the Western District of Kentucky for tortious interference with prospective business advantage in connection with Ventas’s 2007 acquisition of Sunrise Senior Living REIT. The jury awarded Ventas approximately $102 million in compensatory damages, which we recorded as a litigation provision expense during the quarter ended September 30, 2009. Ventas originally sought approximately $300 million in compensatory damages as well as punitive damages. We filed a motion with the court for post-trial relief and we intend to appeal an adverse judgment. For the three and nine months ended September 30, 2009, in relation to the above matter, we have incurred legal expenses of $6.2 million and $12.7 million, respectively.

On October 1, 2009, we completed the transition of management agreements on 15 communities operated by Sunrise Senior Living, Inc. and its subsidiaries (“Sunrise”) that were previously terminated for Sunrise’s failure to achieve certain performance thresholds. The transition of these facilities to new operators decreases our Sunrise-managed properties in our portfolio to 75 communities from the original 101 communities we acquired in the 2006 CNL Retirement Properties, Inc. transaction. The termination of the agreements did not require the payment of a termination fee to Sunrise by our tenants or us.

 

 

Page 2 of 9



 

DIVIDEND

On October 29, 2009, we announced that our Board of Directors declared a quarterly cash dividend on our common stock of $0.46 per share. The dividend will be paid on November 24, 2009 to stockholders of record as of the close of business on November 9, 2009.

OUTLOOK

Our full year 2009 Outlook of FFO applicable to common shares, before giving effect to impairments and litigation provision, remains unchanged. For the full year 2009, we presently expect FFO applicable to common shares to range between $2.10 and $2.16 per diluted share, before giving effect to impairments and litigation provision; FFO applicable to common shares to range between $1.65 and $1.71 per diluted share; and net income applicable to common shares to range between $0.55 and $0.61 per diluted share.

COMPANY INFORMATION

HCP has scheduled a conference call and webcast for Tuesday, November 3, 2009 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 ended September 30, 2009. The conference call is accessible by dialing (800) 706-7748 (U.S.) or (617) 614-3473 (International). The participant passcode is 11300797. The webcast is accessible via the Company’s website at www.hcpi.com. The link can be found on the “Event Calendar” page, which is under the “Investor Relations” tab. A webcast replay of the conference call will be available after 12:00 p.m. Pacific Time (3:00 p.m. Eastern Time) on November 3, 2009 through November 17, 2009 on the Company’s website and a telephonic replay can be accessed by calling (888) 286-8010 (U.S.) or (617) 801-6888 (International) and entering passcode 18966910. 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., an S&P 500 company, is a real estate investment trust (REIT) that, together with its consolidated subsidiaries, invests primarily in real estate serving the healthcare industry in the United States. As of September 30, 2009, the Company’s portfolio of properties, excluding assets held for sale but including properties owned by our Investment Management Platform, totaled 677 properties among the following segments: 258 senior housing, 98 life science, 251 medical office, 22 hospital and 48 skilled nursing. For more information, visit the Company’s website at www.hcpi.com.

 

###

 

 

Page 3 of 9



 

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 and Section 21E of the Securities Exchange Act of 1934. 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, FFO applicable to common shares on a diluted basis before giving effect to impairments, litigation provision, and gain on sales of real estate, real estate depreciation and amortization, and joint venture adjustments for the full year of 2009. These statements are made as of the date hereof and are subject to known and unknown risks, uncertainties, assumptions and other factors—many of which are out of the Company’s control and difficult to forecast—that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks and uncertainties include but are not limited to: national and local economic conditions, including the possibility of a prolonged recession; 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 investment; 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 achieve the expected benefits from acquisitions, including integrating and preserving the goodwill of acquired companies; the Company’s ability to sell its properties when desired and on profitable terms; 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 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 tenants to maintain or increase occupancy levels at, and rental income from, the senior housing segment; the Company’s ability to realize the benefits of its mezzanine and other loan investments; 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; 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; the Company’s ability and willingness to maintain its qualification as a REIT; 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

HCP

Thomas M. Herzog

Executive Vice President — Chief Financial Officer and Treasurer

(562) 733-5309

 

 

Page 4 of 9



 

HCP, Inc.

Consolidated Balance Sheets

In thousands, except share and per share data

 

 

September 30,

 

December 31,

 

 

 

2009

 

2008

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Real estate:

 

 

 

 

 

Buildings and improvements

 

$

7,804,118

 

$

7,747,015

 

Development costs and construction in progress

 

273,567

 

224,337

 

Land

 

1,548,845

 

1,548,248

 

Accumulated depreciation and amortization

 

(1,003,177

)

(819,980

)

Net real estate

 

8,623,353

 

8,699,620

 

 

 

 

 

 

 

Net investment in direct financing leases

 

634,233

 

648,234

 

Loans receivable, net

 

1,674,329

 

1,076,392

 

Investments in and advances to unconsolidated joint ventures

 

261,364

 

272,929

 

Accounts receivable, net of allowance of $17,430 and $18,413, respectively

 

36,824

 

33,834

 

Cash and cash equivalents

 

144,366

 

57,562

 

Restricted cash

 

31,988

 

35,078

 

Intangible assets, net

 

410,366

 

505,936

 

Real estate held for sale, net

 

3,783

 

27,058

 

Other assets, net

 

517,604

 

493,183

 

 

 

 

 

 

 

Total assets

 

$

12,338,210

 

$

11,849,826

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

Bank line of credit

 

$

 

$

150,000

 

Term loan

 

200,000

 

200,000

 

Bridge loan

 

 

320,000

 

Senior unsecured notes

 

3,520,577

 

3,523,513

 

Mortgage and other secured debt

 

1,863,404

 

1,641,734

 

Other debt

 

99,487

 

102,209

 

Intangible liabilities, net

 

207,847

 

232,630

 

Accounts payable and accrued liabilities

 

310,493

 

211,715

 

Deferred revenue

 

86,925

 

60,185

 

Total liabilities

 

6,288,733

 

6,441,986

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $1.00 par value: 50,000,000 shares authorized; 11,820,000 shares issued and outstanding, liquidation preference of $25.00 per share

 

285,173

 

285,173

 

Common stock, $1.00 par value: 750,000,000 shares authorized 293,145,064 and 253,601,454 shares issued and outstanding, respectively

 

293,145

 

253,601

 

Additional paid-in capital

 

5,708,534

 

4,873,727

 

Cumulative dividends in excess of earnings

 

(407,210

)

(130,068

)

Accumulated other comprehensive loss

 

(9,838

)

(81,162

)

Total stockholders’ equity

 

5,869,804

 

5,201,271

 

 

 

 

 

 

 

Joint venture partners

 

7,927

 

12,912

 

Non-managing member unitholders

 

171,746

 

193,657

 

Total noncontrolling interests

 

179,673

 

206,569

 

 

 

 

 

 

 

Total equity

 

6,049,477

 

5,407,840

 

 

 

 

 

 

 

Total liabilities and equity

 

$

12,338,210

 

$

11,849,826

 

 

 

Page 5 of 9



 

HCP, Inc.

Consolidated Statements of Operations

In thousands, except per share data
(Unaudited)

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Rental and related revenues

 

$

218,366

 

$

231,561

 

$

663,044

 

$

650,742

 

Tenant recoveries

 

22,464

 

20,225

 

67,124

 

61,817

 

Income from direct financing leases

 

13,173

 

14,543

 

39,302

 

43,646

 

Investment management fee income

 

1,326

 

1,523

 

4,133

 

4,448

 

Total revenues

 

255,329

 

267,852

 

773,603

 

760,653

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

82,301

 

77,292

 

242,318

 

232,574

 

Operating

 

46,173

 

49,104

 

139,812

 

143,849

 

General and administrative

 

22,860

 

17,077

 

61,625

 

55,859

 

Litigation provision

 

101,973

 

 

101,973

 

 

Impairments

 

15,123

 

3,710

 

20,904

 

5,284

 

Total costs and expenses

 

268,430

 

147,183

 

566,632

 

437,566

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest and other income, net

 

39,962

 

62,283

 

93,027

 

128,344

 

Interest expense

 

(74,039

)

(82,813

)

(226,053

)

(264,488

)

Total other income (expense)

 

(34,077

)

(20,530

)

(133,026

)

(136,144

)

 

 

 

 

 

 

 

 

 

 

Income (loss) before income tax (expense) benefit and equity income from unconsolidated joint ventures

 

(47,178

)

100,139

 

73,945

 

186,943

 

Income tax (expense) benefit

 

322

 

(853

)

(1,406

)

(4,327

)

Equity income from unconsolidated joint ventures

 

1,328

 

1,227

 

1,993

 

3,736

 

Income (loss) from continuing operations

 

(45,528

)

100,513

 

74,532

 

186,352

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

Income (loss) before gain on sales of real estate, net of income taxes

 

(152

)

3,291

 

1,903

 

19,158

 

Impairments

 

 

 

(125

)

(8,141

)

Gain on sales of real estate, net of income taxes

 

2,460

 

27,752

 

34,357

 

228,395

 

Total discontinued operations

 

2,308

 

31,043

 

36,135

 

239,412

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

(43,220

)

131,556

 

110,667

 

425,764

 

Noncontrolling interests’ and participating securities’ share in earnings

 

(3,895

)

(6,659

)

(12,147

)

(19,559

)

Preferred stock dividends

 

(5,282

)

(5,282

)

(15,848

)

(15,848

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) applicable to common shares

 

$

(52,397

)

$

119,615

 

$

82,672

 

$

390,357

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.19

)

$

0.36

 

$

0.17

 

$

0.65

 

Discontinued operations

 

0.01

 

0.13

 

0.14

 

1.03

 

Net income (loss) applicable to common shares

 

$

(0.18

)

$

0.49

 

$

0.31

 

$

1.68

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.19

)

$

0.36

 

$

0.17

 

$

0.65

 

Discontinued operations

 

0.01

 

0.13

 

0.14

 

1.03

 

Net income (loss) applicable to common shares

 

$

(0.18

)

$

0.49

 

$

0.31

 

$

1.68

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used to calculate earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

Basic

 

284,812

 

244,572

 

267,971

 

232,199

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

284,812

 

245,482

 

268,041

 

233,036

 

 

 

Page 6 of 9



 

HCP, Inc.

Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

 

 

Nine Months Ended
September 30,

 

 

 

2009

 

2008

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

110,667

 

$

425,764

 

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

 

242,318

 

232,574

 

Discontinued operations

 

266

 

7,178

 

Amortization of above and below market lease intangibles, net

 

(12,657

)

(6,020

)

Stock-based compensation

 

11,068

 

10,637

 

Amortization of debt premiums, discounts and issuance costs, net

 

6,187

 

7,409

 

Straight-line rents

 

(38,751

)

(28,645

)

Interest accretion

 

(23,813

)

(20,134

)

Deferred rental revenue

 

10,507

 

16,227

 

Equity income from unconsolidated joint ventures

 

(1,993

)

(3,736

)

Distributions of earnings from unconsolidated joint ventures

 

5,444

 

3,736

 

Gain on sales of real estate

 

(34,357

)

(228,395

)

Marketable securities (gains) losses, net

 

(6,420

)

2,746

 

Derivative losses, net

 

922

 

1,803

 

Impairments

 

21,029

 

13,425

 

Changes in:

 

 

 

 

 

Accounts receivable

 

11,310

 

14,881

 

Other assets

 

(2,991

)

(4,843

)

Accrued liability for litigation provision

 

101,973

 

 

Accounts payable and other accrued liabilities

 

(10,989

)

10,776

 

Net cash provided by operating activities

 

389,720

 

455,383

 

Cash flows from investing activities:

 

 

 

 

 

Acquisitions and development of real estate

 

(71,009

)

(132,436

)

Lease commissions and tenant and capital improvements

 

(27,321

)

(44,734

)

Proceeds from sales of real estate, net

 

58,046

 

629,404

 

Contributions to unconsolidated joint ventures

 

(48

)

(2,620

)

Distributions in excess of earnings from unconsolidated joint ventures

 

5,775

 

8,727

 

Purchase of marketable securities

 

 

(26,101

)

Proceeds from the sale of marketable securities

 

119,665

 

10,700

 

Proceeds from the sales of interests in unconsolidated joint ventures

 

 

2,855

 

Principal repayments on loans receivable and direct financing leases

 

8,654

 

14,590

 

Investments in loans receivable, net

 

(165,506

)

(2,863

)

Decrease (increase) in restricted cash

 

3,090

 

(883

)

Net cash provided by (used in) investing activities

 

(68,654

)

456,639

 

Cash flows from financing activities:

 

 

 

 

 

Net repayments under bank line of credit

 

(150,000

)

(951,700

)

Repayments of bridge loan

 

(320,000

)

(830,000

)

Repayments of mortgage debt

 

(206,329

)

(63,740

)

Issuance of mortgage debt

 

1,942

 

579,078

 

Repurchase and repayments of senior unsecured notes

 

(7,735

)

(300,000

)

Settlement of cash flow hedge

 

 

(9,658

)

Debt issuance costs

 

(718

)

(10,068

)

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

 

846,135

 

1,060,236

 

Dividends paid on common and preferred stock

 

(376,798

)

(337,097

)

Purchase of noncontrolling interests

 

(9,097

)

 

Distributions to noncontrolling interests

 

(11,662

)

(28,290

)

Net cash used in financing activities

 

(234,262

)

(891,239

)

Net increase in cash and cash equivalents

 

86,804

 

20,783

 

Cash and cash equivalents, beginning of period

 

57,562

 

96,269

 

Cash and cash equivalents, end of period

 

$

144,366

 

$

117,052

 

 

 

Page 7 of 9



 

HCP, Inc.

 

Funds From Operations Information

 

In thousands, except per share data

(Unaudited)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2009

 

2008 (1)

 

2009

 

2008 (1)

 

Net income (loss) applicable to common shares

 

$

(52,397

)

$

119,615

 

$

82,672

 

$

390,357

 

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

 

 

 

 

 

 

 

 

 

Continuing operations

 

82,301

 

77,292

 

242,318

 

232,574

 

Discontinued operations

 

56

 

414

 

266

 

7,178

 

Gain on sales of real estate

 

(2,460

)

(27,752

)

(34,357

)

(228,395

)

Equity income from unconsolidated joint ventures

 

(1,328

)

(1,227

)

(1,993

)

(3,736

)

FFO from unconsolidated joint ventures

 

6,433

 

6,488

 

19,004

 

18,216

 

Noncontrolling interests’ and participating securities’ share in earnings

 

3,895

 

6,659

 

12,147

 

19,559

 

Noncontrolling interests’ and participating securities’ share in FFO

 

(4,331

)

(7,202

)

(13,633

)

(21,013

)

Funds from operations applicable to common shares (2)

 

$

32,169

 

$

174,287

 

$

306,424

 

$

414,740

 

 

 

 

 

 

 

 

 

 

 

Distributions on convertible units

 

$

 

$

3,992

 

$

 

$

11,155

 

 

 

 

 

 

 

 

 

 

 

Diluted funds from operations applicable to common shares

 

$

32,169

 

$

178,279

 

$

306,424

 

$

425,895

 

 

 

 

 

 

 

 

 

 

 

Basic funds from operations per common share (2)

 

$

0.11

 

$

0.71

 

$

1.14

 

$

1.79

 

 

 

 

 

 

 

 

 

 

 

Diluted funds from operations per common share (2)

 

$

0.11

 

$

0.70

 

$

1.14

 

$

1.77

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used to calculate diluted funds from operations per common share

 

285,234

 

253,531

 

268,183

 

240,633

 

 

 

 

 

 

 

 

 

 

 

Impact of impairments, litigation provision and merger-related charges:

 

 

 

 

 

 

 

 

 

Impairments

 

$

15,123

 

$

3,710

 

$

21,029

 

$

13,425

 

Litigation provision

 

101,973

 

 

101,973

 

 

Merger-related charges (3)

 

 

843

 

 

3,173

 

 

 

$

117,096

 

$

4,553

 

$

123,002

 

$

16,598

 

Per common share impact of impairments, litigation provision and merger-related charges on diluted funds from operations

 

$

0.41

 

$

0.02

 

$

0.46

 

$

0.07

 

Diluted FFO per common share, before giving effect to impairments, litigation provision and merger-related charges

 

$

0.52

 

$

0.72

 

$

1.60

 

$

1.84

 

 


(1)

Presentation and certain computational changes have been made for the adoption of Accounting Standard Codification 260-10, Earnings Per Share - Overall (formerly FSP EITF 03-6-1, Determining Whether Instruments Granted in Share Based Payment Transactions Are Participating Securities), to compute earnings per share and funds from operations per share under the two-class method.

 

 

(2)

The Company believes funds from operations applicable to common shares, diluted funds from operations applicable to common shares and basic and diluted funds from operations per common share are important supplemental measures of operating performance for a real estate investment trust. Because the historical cost accounting convention used for real estate assets requires 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 real estate investment trust that uses historical cost accounting for depreciation could be less informative. The term funds from operations (“FFO”) was designed by the real estate investment trust industry to address this issue.

 

 

 

FFO is defined as net income (loss) applicable to common shares (computed in accordance with U.S. generally accepted accounting principles), excluding gains or losses from real estate dispositions, plus real estate 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 in accordance with U.S. generally accepted accounting principles, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). The Company’s computation of FFO may not be comparable to FFO reported by other real estate investment trusts 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 the Company.

 

 

(3)

Merger-related charges in the periods ended September 30, 2008 include the amortization of fees associated with our acquisition financing for Slough Estates USA Inc. (“SEUSA”), as well as other SEUSA integration costs.

 

Page 8 of 9



 

HCP, Inc.

 

Projected Funds From Operations (1)

(Unaudited)

 

PROJECTED FUTURE OPERATIONS (Full Year 2009): 

 

2009

 

 

 

Low

 

High

 

 

 

 

 

 

 

Diluted earnings per common share

 

$  0.55 

 

$  0.61 

 

Gain on sales of real estate

 

(0.13)

 

(0.13)

 

Real estate depreciation and amortization

 

1.16 

 

1.16 

 

Joint venture adjustments

 

0.07 

 

0.07 

 

Diluted FFO per common share

 

1.65 

 

1.71 

 

Impairments

 

0.08 

 

0.08 

 

Litigation provision

 

0.37 

 

0.37 

 

Diluted FFO per common share, before giving effect to impairments and litigation provision

 

$  2.10 

 

$  2.16 

 

 


(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 activities, property dispositions 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, impairments, the bankruptcy or insolvency of the Company’s operators, lessees, borrowers or other obligors, the effect of any restructuring of the Company’s contractual relationships with such entities, realized gains or losses on marketable securities, ineffectiveness related to our cash flow hedges, offerings of debt or equity securities or existing and future litigation matters including the possibility of larger than expected litigation costs and related developments. By definition, FFO does not include real estate-related depreciation and amortization or gains and losses associated with real estate disposition activities, but does include impairments. There can be no assurance that the Company’s 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.

 

Page 9 of 9