EX-99.3 4 ex9939302019.htm EXHIBIT 99.3 Exhibit



Exhibit 99.3
 
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Discussion and

Reconciliation of Non-

GAAP Financial Measures
 
September 30, 2019
 
 
 
 
 
(Unaudited)



Definitions

Adjusted Fixed Charge Coverage  Adjusted EBITDAre divided by Fixed Charges. Adjusted Fixed Charge Coverage is a supplemental measure of liquidity and our ability to meet interest payments on our outstanding debt and pay dividends to our preferred stockholders, if applicable. Our various debt agreements contain covenants that require us to maintain ratios similar to Adjusted Fixed Charge Coverage and credit rating agencies utilize similar ratios in evaluating and determining the credit rating on certain of our debt instruments. Adjusted Fixed Charge Coverage is subject to the same limitations and qualifications as Adjusted EBITDAre and Fixed Charges.
Cash Operating Expenses Cash Operating Expenses represent property level operating expenses (which exclude transition costs) after eliminating the effects of straight-line rents, lease termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee expense.
Cash Real Estate Revenues Cash Real Estate Revenues represent rental and related revenues, resident fees and services, and income from DFLs after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, lease termination fees, and the impact of deferred community fee income.
Consolidated Debt The carrying amount of bank line of credit and term loans, senior unsecured notes, mortgage debt, and other debt, as reported in our consolidated financial statements.
Consolidated Gross Assets The carrying amount of total assets, excluding investments in and advances to our unconsolidated JVs, after adding back accumulated depreciation and amortization, as reported in our consolidated financial statements. Consolidated Gross Assets is a supplemental measure of our financial position, which, when used in conjunction with debt-related measures, enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Consolidated Secured Debt Mortgage and other debt secured by real estate, as reported in our consolidated financial statements.
Debt Investments Loans secured by a direct interest in real estate and mezzanine loans.
Direct Financing Lease ("DFL") Lease for which future minimum lease payments are recorded as a receivable and the difference between the future minimum lease payments and the estimated residual values less the cost of the properties is recorded as unearned income. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield.
EBITDAre and Adjusted EBITDAre EBITDAre, or EBITDA for Real Estate, is a supplemental performance measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and intended for real estate companies. It represents earnings before interest expense, income taxes, depreciation and amortization, gains or losses from sales of depreciable property (including gains or losses on change in control), and impairment charges (recoveries) related to depreciable property. Adjusted EBITDAre is defined as EBITDAre excluding impairments (recoveries) related to non-depreciable assets, transaction-related items, prepayment costs (benefits) associated with early retirement or payment of debt, severance and related charges, litigation costs (recoveries), casualty-related charges (recoveries), stock compensation expense, and foreign currency remeasurement losses (gains), and is adjusted to include our share of CCRC non-refundable entrance fees received. EBITDAre and Adjusted EBITDAre include our pro rata share of our unconsolidated JVs presented on the same basis. We consider EBITDAre and Adjusted EBITDAre important supplemental measures to net income (loss) because they provide an additional manner in which to evaluate our operating performance and serve as additional indicators of our ability service our debt obligations. Net income (loss) is the most directly comparable U.S. generally accepted accounting principles (“GAAP”) measure to EBITDAre and Adjusted EBITDAre.
Enterprise Debt Consolidated Debt plus our pro rata share of total debt from our unconsolidated JVs. Enterprise Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Enterprise Gross Assets Consolidated Gross Assets plus our pro rata share of total gross assets from our unconsolidated JVs, after adding back accumulated depreciation and amortization. Enterprise Gross Assets is a supplemental measure of our financial position, which, when used in conjunction with debt-related measures, enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Enterprise Secured Debt Consolidated Secured Debt plus our pro rata share of mortgage debt from our unconsolidated JVs. Enterprise Secured Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share of Enterprise Secured Debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Entrance Fee Certain of our communities have residency agreements which require the resident to pay an upfront entrance fee prior to taking occupancy at the community. For net income, NOI and NAREIT FFO, the non-refundable portion of the entrance fee is recorded as deferred entrance fee revenue and amortized over the estimated stay of the resident based on an actuarial valuation. For Cash NOI and FAD, the non-refundable entrance fees ("NREFs") are recognized upon receipt, net of a reserve for statutory refunds due to early terminations. The refundable portion of a resident’s entrance fee is generally refundable within a certain number

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2

Definitions

of months or days following contract termination or upon the sale of the unit. All refundable amounts due to residents at any time in the future are classified as liabilities.
Financial Leverage Enterprise Debt divided by Enterprise Gross Assets. Financial Leverage is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Fixed Charges Total interest expense plus capitalized interest plus preferred stock dividends (if applicable). Fixed Charges also includes our pro rata share of the interest expense plus capitalized interest plus preferred stock dividends (if applicable) of our unconsolidated JVs. Fixed Charges is a supplemental measure of our interest payments on outstanding debt and dividends to preferred stockholders for purposes of presenting Fixed Charge Coverage and Adjusted Fixed Charge Coverage. Fixed Charges is subject to limitations and qualifications, as, among other things, it does not include all contractual obligations.
Funds Available for Distribution (“FAD”) FAD is defined as FFO as adjusted after excluding the impact of the following: (i) amortization of deferred compensation expense, (ii) amortization of deferred financing costs, net, (iii) straight-line rents, (iv) deferred income taxes, (v) amortization of acquired market lease intangibles, net, (vi) non-cash interest related to DFLs and lease incentive amortization (reduction of straight-line rents), (vii) actuarial reserves for insurance claims that have been incurred but not reported, and (viii) deferred revenues, excluding amounts amortized into rental income that are associated with tenant funded improvements owned/recognized by us and up-front cash payments made by tenants to reduce their contractual rents. Also, FAD: (i) is computed after deducting recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements and (ii) includes lease restructure payments and adjustments to compute our share of FAD from our unconsolidated joint ventures and those related to CCRC non-refundable entrance fees. Certain prior period amounts in the “Non-GAAP Financial Measures Reconciliation” below for FAD have been reclassified to conform to the current period presentation. More specifically, recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements ("FAD capital expenditures") excludes our share from unconsolidated joint ventures (reported in “other FAD adjustments”). Adjustments for joint ventures are calculated to reflect our pro-rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of FAD for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our FAD to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods (reported in “other FAD adjustments”). See FFO for further disclosure regarding our use of pro-rata share information and its limitations. Other REITs or real estate companies may use different methodologies for calculating FAD, and accordingly, our FAD may not be comparable to those reported by other REITs. Although our FAD computation may not be comparable to that of other REITs, management believes FAD provides a meaningful supplemental measure of our performance and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. We believe FAD is an alternative run-rate earnings measure that improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods, and (iii) results among REITs more meaningful. FAD does not represent cash generated from operating activities determined in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs as it excludes the following items which generally flow through our cash flows from operating activities: (i) adjustments for changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, (ii) transaction-related costs, (iii) litigation settlement expenses, (iv) severance-related expenses, and (v) actual cash receipts from interest income recognized on loans receivable (in contrast to our FAD adjustment to exclude non-cash interest and depreciation related to our investments in direct financing leases). Furthermore, FAD is adjusted for recurring capital expenditures, which are generally not considered when determining cash flows from operations or liquidity. FAD is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in accordance with GAAP.
Funds From Operations (“FFO”) FFO encompasses NAREIT FFO and FFO as adjusted, each of which is described in detail below. We believe FFO applicable to common shares, diluted FFO applicable to common shares, and diluted FFO per common share are important supplemental non-GAAP measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term FFO was designed by the REIT industry to address this issue.
NAREIT FFO. FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), is net income (loss) applicable to common shares (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate, plus real estate and other real estate-related depreciation and amortization, and adjustments to compute our share of NAREIT FFO and FFO as adjusted (see below) from joint ventures. Adjustments for joint ventures are calculated to reflect our pro-rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of NAREIT FFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. For consolidated joint ventures in which we do not own 100%, we reflect our share of the equity by adjusting our NAREIT FFO to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage

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Definitions

for the applicable periods. Our pro-rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint ventures, and the pro-rata presentations of reconciling items included in NAREIT FFO do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital.
The presentation of pro-rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses and (ii) other companies in our industry may calculate their pro-rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro-rata financial information as a supplement.
NAREIT FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). We compute NAREIT FFO in accordance with the current NAREIT definition; however, other REITs may report NAREIT FFO differently or have a different interpretation of the current NAREIT definition from ours.
FFO as adjusted. In addition, we present NAREIT FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction-related items, impairments (recoveries) of non-depreciable assets, losses (gains) from the sale of non-depreciable assets, severance and related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), foreign currency remeasurement losses (gains), and changes in tax legislation (“FFO as adjusted”). Transaction-related items include transaction expenses and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities. Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Management believes that FFO as adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. At the same time that NAREIT created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain other adjustments to net income (loss), in addition to adjustments made to arrive at the NAREIT defined measure of FFO. FFO as adjusted is used by management in analyzing our business and the performance of our properties and we believe it is important that stockholders, potential investors, and financial analysts understand this measure used by management. We use FFO as adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions, (ii) evaluate the performance of our management, (iii) budget and forecast future results to assist in the allocation of resources, (iv) assess our performance as compared with similar real estate companies and the industry in general, and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as adjusted may not be comparable to those reported by other REITs.
Investment and Portfolio Investment Represents: (i) the carrying amount of real estate assets and intangibles, after adding back accumulated depreciation and amortization and (ii) the carrying amount of DFLs and Debt Investments. Portfolio Investment also includes our pro rata share of the real estate assets and intangibles held in our unconsolidated JVs, presented on the same basis as Investment, less the value attributable to refundable Entrance Fee liabilities. Investment and Portfolio Investment exclude land held for development.
Net Debt Enterprise Debt less the carrying amount of cash and cash equivalents as reported in our consolidated financial statements and our pro rata share of cash and cash equivalents from our unconsolidated JVs. Consolidated Debt is the most directly comparable GAAP measure to Net Debt. Net Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Net Debt to Adjusted EBITDAre Net Debt divided by Adjusted EBITDAre is a supplemental measure of our ability to decrease our debt. Because we may not be able to use our cash to reduce our debt on a dollar-for-dollar basis, this measure may have material limitations.
Net Operating Income from Continuing Operations (“NOI”) and Cash NOI NOI and Adjusted NOI are non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measures used to evaluate the operating performance of real estate. NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and services, and income from direct financing leases), less property level operating expenses (which exclude transition costs); NOI excludes all other financial statement amounts included in net income (loss). Management believes NOI provides relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unlevered basis. Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market

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4

Definitions

lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense. Adjusted NOI is oftentimes referred to as “Cash NOI.” NOI and Adjusted NOI exclude our share of income (loss) generated by unconsolidated joint ventures, which is recognized in equity income (loss) from unconsolidated joint ventures in the consolidated statements of operations. We use NOI and Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our same property portfolio (“SPP”), as described below. We believe that net income (loss) is the most directly comparable GAAP measure to NOI and Adjusted NOI. NOI and Adjusted NOI should not be viewed as alternative measures of operating performance to net income (loss) as defined by GAAP since they do not reflect various excluded items. Further, our definitions of NOI and Adjusted NOI may not be comparable to the definitions used by other REITs or real estate companies, as they may use different methodologies for calculating NOI and Adjusted NOI.
Operating expenses generally relate to leased medical office and life science properties and SHOP facilities. We generally recover all or a portion of our leased medical office and life science property expenses through tenant recoveries. We present expenses as operating or general and administrative based on the underlying nature of the expense.
Portfolio Income Cash NOI plus interest income plus our pro rata share of Cash NOI from our unconsolidated JVs.
Real Estate Revenues Real Estate Revenues include rental related revenues, tenant recoveries, resident fees and services and income from DFLs.
Revenue Per Occupied Room ("REVPOR") SHOP The 3-month average Cash Real Estate Revenues per occupied unit for the most recent period available. REVPOR SHOP excludes newly completed assets under lease-up, assets sold, acquired or transitioned to a new operating structure (such as triple-net to SHOP) during the relevant period, assets in redevelopment, and assets that experienced a casualty event that significantly impacted operations. REVPOR SHOP is a non-GAAP supplemental financial measure used to evaluate the revenue-generating capacity and profit potential of our SHOP assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our SHOP assets.
RIDEA A structure whereby a taxable REIT subsidiary is permitted to rent a healthcare facility from its parent REIT and hire an independent contractor to operate the facility.
Same Property Portfolio SPP NOI and Adjusted (Cash) NOI information allows us to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our consolidated portfolio of properties. SPP NOI excludes certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis.
Properties are included in SPP once they are stabilized for the full period in both comparison periods. Newly acquired operating assets are generally considered stabilized at the earlier of lease-up (typically when the tenant(s) control(s) the physical use of at least 80% of the space) or 12 months from the acquisition date. Newly completed developments and redevelopments are considered stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. Properties that experience a change in reporting structure, such as a transition from a triple-net lease to a RIDEA reporting structure, are considered stabilized after 12 months in operations under a consistent reporting structure. A property is removed from SPP when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations or changes its reporting structure (such as triple-net to SHOP).
Secured Debt Ratio Enterprise Secured Debt divided by Enterprise Gross Assets. Secured Debt Ratio is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of Total Secured Debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Segments Our portfolio is comprised of investments in the following healthcare segments: (i) senior housing triple-net, (ii) senior housing operating portfolio (“SHOP”), (iii) life science (iv) medical office, and (v) other non-reportable segments (“Other”).
Share of Unconsolidated Joint Ventures ("JVs") Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts by applying our actual ownership percentage for the period and is intended to reflect our proportionate economic interest in the financial position and operating results of properties in our portfolio.


 

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Reconciliations
In thousands, except for per share data

Funds From Operations
 
Three Months Ended September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Net income (loss) applicable to common shares
$
(46,249
)
 
$
98,946

 
$
787

 
$
228,267

Real estate related depreciation and amortization
171,944

 
132,198

 
469,191

 
418,740

Real estate related depreciation and amortization on unconsolidated joint ventures
14,952

 
15,180

 
45,153

 
48,730

Real estate related depreciation and amortization on noncontrolling interests and other
(4,999
)
 
(2,971
)
 
(14,927
)
 
(7,136
)
Other real estate-related depreciation and amortization
1,357

 
2,343

 
4,798

 
4,906

Loss (gain) on sales of real estate, net
784

 
(95,332
)
 
(18,708
)
 
(162,211
)
Loss (gain) on sales of real estate, net on noncontrolling interests
(2
)
 

 
206

 

Loss (gain) upon consolidation of real estate, net(1)
20

 

 
(11,481
)
 
41,017

Taxes associated with real estate dispositions

 

 

 
1,147

Impairments (recoveries) of depreciable real estate, net(2)
43,784

 
5,268

 
111,033

 
11,541

NAREIT FFO applicable to common shares
181,591

 
155,632

 
586,052

 
585,001

Distributions on dilutive convertible units and other
1,675

 

 
4,954

 

Diluted NAREIT FFO applicable to common shares
$
183,266

 
$
155,632

 
$
591,006

 
$
585,001

 
 
 
 
 
 
 
 
Weighted average shares outstanding - diluted NAREIT FFO
499,450

 
470,118

 
489,609

 
469,876

 
 
 
 
 
 
 
 
Impact of adjustments to NAREIT FFO:


 


 
 
 
 
Transaction-related items
$
1,335

 
$
4,678

 
$
13,659

 
$
8,612

Other impairments (recoveries) and losses (gains), net(3)

 

 
10,147

 
4,341

Severance and related charges(4)
1,334

 
4,573

 
5,063

 
13,311

Loss on debt extinguishments(5)
35,017

 
43,899

 
36,152

 
43,899

Litigation costs (recoveries)
(150
)
 
(545
)
 
(549
)
 
41

Casualty-related charges (recoveries), net(6)
1,607

 

 
(4,636
)
 

Foreign currency remeasurement losses (gains)
(162
)
 
(41
)
 
(350
)
 
(106
)
Total adjustments
38,981

 
52,564

 
59,486

 
70,098

FFO as adjusted applicable to common shares
220,572

 
208,196

 
645,538

 
655,099

Distributions on dilutive convertible units and other
1,588

 
(90
)
 
4,809

 
(180
)
Diluted FFO as adjusted applicable to common shares
$
222,160

 
$
208,106

 
$
650,347

 
$
654,919

 
 
 
 
 
 
 
 
Weighted average shares outstanding - diluted FFO as adjusted
499,450

 
470,118

 
489,609

 
469,876

 
 
 
 
 
 
 
 
Diluted earnings per common share
$
(0.09
)
 
$
0.21

 
$
0.00

 
$
0.49

Depreciation and amortization
0.37

 
0.31

 
1.03

 
0.99

Loss (gain) on sales of real estate, net
0.00

 
(0.20
)
 
(0.03
)
 
(0.34
)
Loss (gain) upon consolidation of real estate, net(1)
0.00

 

 
(0.02
)
 
0.09

Impairments (recoveries) of depreciable real estate, net(2)
0.09

 
0.01

 
0.23

 
0.02

Diluted NAREIT FFO per common share
$
0.37

 
$
0.33

 
$
1.21

 
$
1.25

Transaction-related items
0.00

 
0.01

 
0.03

 
0.01

Other impairments (recoveries) and losses (gains), net(3)

 

 
0.02

 
0.01

Severance and related charges(4)
0.00

 
0.01

 
0.01

 
0.03

Loss on debt extinguishments(5)
0.07

 
0.09

 
0.07

 
0.09

Casualty-related charges (recoveries), net(6)
0.00

 

 
(0.01
)
 

Diluted FFO as adjusted per common share
$
0.44

 
$
0.44

 
$
1.33

 
$
1.39


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Reconciliations
In thousands


Funds Available for Distribution
 
Three Months Ended September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
FFO as adjusted applicable to common shares
$
220,572

 
$
208,196

 
$
645,538

 
$
655,099

Amortization of deferred compensation(7)
3,715

 
3,530

 
11,613

 
11,249

Amortization of deferred financing costs
2,735

 
3,070

 
8,174

 
9,760

Straight-line rents
(10,252
)
 
(4,409
)
 
(22,192
)
 
(20,888
)
FAD capital expenditures
(24,107
)
 
(24,646
)
 
(62,840
)
 
(70,237
)
Lease restructure payments
289

 
300

 
870

 
901

CCRC entrance fees(8)
5,731

 
6,524

 
14,071

 
13,203

Deferred income taxes
(6,434
)
 
(4,880
)
 
(14,063
)
 
(12,751
)
Other FAD adjustments(9)
(2,002
)
 
(1,140
)
 
(4,387
)
 
(7,959
)
FAD applicable to common shares
190,247

 
186,545

 
576,784

 
578,377

Distributions on dilutive convertible units and other
1,675

 

 
4,953

 

Diluted FAD applicable to common shares
$
191,922

 
$
186,545

 
$
581,737

 
$
578,377

 
 
 
 
 
 
 
 
Weighted average shares outstanding - diluted FAD
499,450

 
470,118

 
489,609

 
469,876

______________________________________
(1)
For the nine months ended September 30, 2019, represents the gain related to the acquisition of the outstanding equity interests in a previously unconsolidated senior housing joint venture. For the nine months ended September 30, 2018, represents the loss on consolidation of seven U.K. care homes.
(2)
For the three and nine months ended September 30, 2019, includes a $6 million impairment charge related to depreciable real estate held by the CCRC JV, which we recognized in equity income (loss) from unconsolidated joint ventures in the consolidated statement of operations.
(3)
For the nine months ended September 30, 2019, represents the impairment of 13 senior housing triple-net facilities under direct financing leases recognized as a result of entering into sales agreements. For the nine months ended September 30, 2018, represents the impairment of an undeveloped life science land parcel classified as held for sale, partially offset by an impairment recovery upon the sale of a mezzanine loan investment in March 2018.
(4)
For the nine months ended September 30, 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.
(5)
For all periods presented, represents the premium associated with the prepayment of senior unsecured notes.
(6)
For the three months ended September 30, 2019, represents evacuation costs related to hurricanes. For the nine months ended September 30, 2019, represents incremental insurance proceeds received for property damage and other associated costs related to hurricanes in 2017, net of evacuation costs related to hurricanes in 2019.
(7)
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.
(8)
Represents our 49% share of our CCRC JV's non-refundable entrance fees collected in excess of amortization.
(9)
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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7

Reconciliations
In thousands


Share of Unconsolidated Joint Venture NAREIT FFO, and FAD

 
 
Three Months Ended September 30, 2019
 
 
Total
 
CCRC JV
 
Other SHOP JVs
 
U.K. JV
 
Medical Office
 
Remaining
Equity income (loss) from unconsolidated joint ventures
 
$
(7,643
)
 
$
(9,195
)
 
$
(388
)
 
$
1,556

 
$
214

 
$
170

Real estate related depreciation and amortization
 
14,952

 
12,120

 
917

 
1,661

 
197

 
57

Impairments (recoveries), net
 
5,529

 
5,529

 

 

 

 

NAREIT FFO
 
$
12,838

 
$
8,454

 
$
529

 
$
3,217

 
$
411

 
$
227

FAD adjustments
 
3,806

 
4,446

 
(93
)
 
(516
)
 
(32
)
 
1

FAD
 
$
16,644

 
$
12,900

 
$
436

 
$
2,701

 
$
379

 
$
228





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8

Reconciliations
In thousands, except for per share data

Projected Future Operations(1)
 
Full Year 2019
 
Low
 
High
Diluted earnings per common share
$
0.05

 
$
0.11

Real estate related depreciation and amortization
1.34

 
1.34

Real estate related depreciation and amortization on unconsolidated joint ventures
0.13

 
0.13

Real estate related depreciation and amortization on noncontrolling interests and other
(0.04
)
 
(0.04
)
Other real estate-related depreciation and amortization
0.01

 
0.01

Loss (gain) on sales of real estate, net
(0.06
)
 
(0.08
)
Loss (gain) upon consolidation of real estate, net
(0.03
)
 
(0.03
)
Impairments (recoveries) of depreciable real estate, net
0.22

 
0.22

Diluted NAREIT FFO per common share
$
1.62

 
$
1.66

Transaction-related items
0.03

 
0.03

Other impairments (recoveries), net
0.02

 
0.02

Severance and related charges
0.01

 
0.01

Loss on debt extinguishments
0.07

 
0.07

Casualty-related charges (recoveries), net
(0.01
)
 
(0.01
)
Diluted FFO as adjusted per common share
$
1.74

 
$
1.78

 ______________________________________
(1)
The foregoing projections reflect management’s view of current and future market conditions as of October 30, 2019, including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in our earnings press release for the quarter ended September 30, 2019 that was issued on October 30, 2019. However, these projections do not reflect the impact of unannounced future transactions, except as described herein, other impairments or recoveries, the future bankruptcy or insolvency of our operators, lessees, borrowers or other obligors, the effect of any future restructuring of our contractual relationships with such entities, gains or losses on marketable securities, ineffectiveness related to our cash flow hedges, or larger than expected litigation settlements and expenses related to existing or future litigation matters. Our actual results may differ materially from the projections set forth above. The aforementioned ranges represent management’s best estimates based upon the underlying assumptions as of October 30, 2019. 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.

Share of Unconsolidated Joint Venture NAREIT FFO and Cash NOI
 
 
Full Year 2019
 
 
Low
 
High
Equity income (loss) from unconsolidated joint ventures
 
$
(9,000
)
 
$
(2,000
)
Real estate related depreciation and amortization
 
57,000

 
58,000

NAREIT FFO
 
$
48,000

 
$
56,000

Adjustments to NAREIT FFO(1)
 
12,000

 
12,000

Total NOI
 
$
60,000

 
$
68,000

Non-cash adjustments to NOI(2)
 
15,000

 
15,000

Total Cash NOI
 
$
75,000

 
$
83,000

 ______________________________________
(1)
Includes interest and general and administrative expenses.
(2)
Includes 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.


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9

Reconciliations
In millions


Projected SPP Cash NOI(1)(2)
 
For the projected full year 2019 (low)
 
For the projected full year 2019 (high)
 
For the year ended December 31, 2018
Cash NOI
$
1,079

 
$
1,095

 
$
1,119

Interest income
10

 
10

 
10

Cash NOI plus interest income
1,088

 
1,105

 
1,130

Interest income
(10
)
 
(10
)
 
(10
)
Non-cash adjustments to cash NOI(3)
18

 
18

 
12

NOI
1,096

 
1,113

 
1,131

Non-SPP NOI
(383
)
 
(393
)
 
(432
)
SPP NOI
714

 
720

 
699

Non-cash adjustments to SPP NOI(3)
(3
)
 
(3
)
 
(5
)
SPP cash NOI
$
710

 
$
717

 
$
694

Addback adjustments(4)
386

 
396

 
437

Other income and expenses(5)
78

 
83

 
965

Costs and expenses(6)
(1,017
)
 
(1,013
)
 
(967
)
Other impairments (recoveries), net
(116
)
 
(116
)
 
(55
)
Net income (loss)
$
42

 
$
67

 
$
1,073

 
 
 
 
 
 
Projected SPP Cash NOI change for full year 2019
2.25%

 
3.25%

 
 
 ______________________________________
(1)
The foregoing projections reflect management’s view of current and future market conditions as of October 30, 2019, including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in our earnings press release for the quarter ended September 30, 2019 that was issued on October 30, 2019. However, these projections do not reflect the impact of unannounced future transactions, except as described herein, other impairments or recoveries, the future bankruptcy or insolvency of our operators, lessees, borrowers or other obligors, the effect of any future restructuring of our contractual relationships with such entities, gains or losses on marketable securities, ineffectiveness related to our cash flow hedges, or larger than expected litigation settlements and expenses related to existing or future litigation matters. Our actual results may differ materially from the projections set forth above. The aforementioned ranges represent management’s best estimates based upon the underlying assumptions as of October 30, 2019. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments.
(2)
Does not foot due to rounding and adjustments made to SPP high and low ranges reported by segment.
(3)
Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, the deferral of community fees, net of amortization, management contract termination expense, actuarial reserves for insurance claims that have been incurred but not reported, and lease termination fees.
(4)
Represents non-SPP NOI and non-cash adjustments to SPP NOI.
(5)
Represents interest income, gain (loss) on sales of real estate, net, other income (expense), net, income taxes benefit (expense), and equity income (loss) from unconsolidated joint ventures.
(6)
Represents interest expense, depreciation and amortization, general and administrative, transaction costs, and loss on debt extinguishments.


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10

Reconciliations
In thousands


Enterprise Gross Assets and Portfolio Investment
 
September 30, 2019
 
Senior Housing Triple-net
 
SHOP
 
Life Science
 
Medical Office
 
Other
 
Corporate Non-segment
 
Total
Consolidated total assets
$
1,303,756

 
$
3,413,113

 
$
4,658,030

 
$
3,621,349

 
$
896,602

 
$
117,360

 
$
14,010,210

Investments in and advances to unconsolidated JVs

 

 

 

 
(505,245
)
 

 
(505,245
)
Accumulated depreciation and amortization
508,759

 
692,922

 
790,638

 
1,295,262

 
102,651

 

 
3,390,232

Consolidated Gross Assets
$
1,812,515

 
$
4,106,035

 
$
5,448,668

 
$
4,916,611

 
$
494,008

 
$
117,360

 
$
16,895,197

Share of unconsolidated JV gross assets

 

 

 

 
1,430,996

 

 
1,430,996

Enterprise Gross Assets
$
1,812,515

 
$
4,106,035

 
$
5,448,668

 
$
4,916,611

 
$
1,925,004

 
$
117,360

 
$
18,326,193

Land held for development

 

 
(105,342
)
 
(8,597
)
 

 

 
(113,939
)
Fully depreciated real estate and intangibles
67,262

 
104,587

 
328,554

 
427,592

 
9,579

 

 
937,574

Non-real estate related assets(1)
(135,692
)
 
(190,052
)
 
(210,041
)
 
(307,151
)
 
(294,447
)
 
(117,360
)
 
(1,254,743
)
Real estate intangible liabilities
(30,547
)
 
(8,599
)
 
(73,894
)
 
(89,750
)
 
(4,871
)
 

 
(207,661
)
Portfolio Investment
$
1,713,538

 
$
4,011,971

 
$
5,387,945

 
$
4,938,705

 
$
1,635,265

 
$

 
$
17,687,424

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment by Type:
 
 
 
 
 
 
 
 
 
 
 
 
 
Wholly-owned
$
1,713,538

 
$
4,011,971

 
$
5,387,945

 
$
4,938,705

 
$
478,357

 
$

 
$
16,530,516

Share of unconsolidated JVs

 

 

 

 
1,156,908

 

 
1,156,908

Portfolio Investment
$
1,713,538

 
$
4,011,971

 
$
5,387,945

 
$
4,938,705

 
$
1,635,265

 
$

 
$
17,687,424

______________________________________
(1)
Includes straight-line rent payables and receivables, net of reserves; lease commissions - 2nd generation, net of amortization; cash and restricted cash; our share of the value attributable to refundable Entrance Fee liabilities for the CCRC JV; operating lease right-of-use assets; and other assets.

 





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11

Reconciliations
In thousands


Real Estate Revenue
 
Three Months Ended
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
Senior housing triple-net
$
67,487

 
$
63,602

 
$
58,892

 
$
49,866

 
$
48,018

SHOP
137,044

 
127,909

 
126,181

 
177,001

 
212,275

Life science
98,040

 
96,371

 
94,473

 
107,596

 
118,561

Medical office(1)
139,566

 
140,015

 
142,195

 
141,927

 
143,639

Other(1)
12,650

 
12,664

 
12,700

 
12,763

 
12,737

Real Estate Revenue
$
454,787

 
$
440,561

 
$
434,441

 
$
489,153

 
$
535,230

Senior housing triple-net
569

 
2,436

 
435

 
4,793

 
(1,551
)
SHOP
771

 
41

 
968

 
1,128

 
957

Life science
(1,453
)
 
(2,178
)
 
(2,491
)
 
(7,627
)
 
(7,080
)
Medical office(1)
(2,181
)
 
(2,506
)
 
(2,710
)
 
(2,143
)
 
(2,509
)
Other(1)
188

 
194

 
194

 
219

 
469

Non-cash adjustments to Real Estate Revenues
$
(2,106
)
 
$
(2,013
)
 
$
(3,604
)
 
$
(3,630
)
 
$
(9,714
)
Senior housing triple-net
68,056

 
66,038

 
59,328

 
54,659

 
46,467

SHOP
137,815

 
127,950

 
127,149

 
178,129

 
213,232

Life science
96,587

 
94,193

 
91,982

 
99,969

 
111,481

Medical office(1)
137,385

 
137,509

 
139,485

 
139,784

 
141,130

Other(1)
12,838

 
12,858

 
12,895

 
12,982

 
13,206

Cash Real Estate Revenues
$
452,681

 
$
438,548

 
$
430,839

 
$
485,523

 
$
525,516

Senior housing triple-net
(35,669
)
 
(31,497
)
 
(28,784
)
 
(21,115
)
 
(13,463
)
SHOP
(65,184
)
 
(55,725
)
 
(53,054
)
 
(104,434
)
 
(139,967
)
Life science
(19,357
)
 
(16,455
)
 
(14,277
)
 
(20,255
)
 
(29,650
)
Medical office(1)
(13,456
)
 
(15,284
)
 
(14,829
)
 
(14,749
)
 
(14,492
)
Other(1)
(467
)
 
(484
)
 
(463
)
 
(479
)
 
(477
)
Non-SPP Cash Real Estate Revenues
$
(134,133
)
 
$
(119,445
)
 
$
(111,407
)
 
$
(161,032
)
 
$
(198,049
)
Senior housing triple-net
32,387

 
34,541

 
30,544

 
33,544

 
33,004

SHOP
72,631

 
72,225

 
74,095

 
73,695

 
73,265

Life science
77,230

 
77,738

 
77,705

 
79,714

 
81,831

Medical office(1)
123,929

 
122,225

 
124,656

 
125,035

 
126,638

Other(1)
12,371

 
12,374

 
12,432

 
12,503

 
12,729

Cash Real Estate Revenues - SPP
$
318,548

 
$
319,103

 
$
319,432

 
$
324,491

 
$
327,467

_______________________________________
(1)
During the quarter ended March 31, 2019, two facilities were reclassified from other non-reportable segments to the medical office segment. Accordingly, all prior period segment information has been recast to conform to the current period presentation.





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12

Reconciliations
In thousands


Operating Expenses
 
Three Months Ended
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
Senior housing triple-net
$
840

 
$
941

 
$
993

 
$
866

 
$
865

SHOP
106,182

 
104,617

 
96,948

 
137,460

 
166,201

Life science
23,668

 
23,534

 
21,992

 
25,480

 
29,520

Medical office(1)
50,478

 
48,219

 
48,987

 
50,176

 
51,472

Other(1)
40

 
102

 
7

 
11

 
11

Operating expenses
$
181,208

 
$
177,413

 
$
168,927

 
$
213,993

 
$
248,069

Senior housing triple-net
35

 
(14
)
 
(129
)
 
(14
)
 
(14
)
SHOP
(606
)
 
(3,189
)
 
(184
)
 
287

 
218

Life science
(13
)
 
(13
)
 
(13
)
 
(13
)
 
(13
)
Medical office(1)
(817
)
 
(945
)
 
(939
)
 
(940
)
 
(941
)
Other(1)

 

 
1

 

 

Non-cash adjustments to operating expenses
$
(1,401
)
 
$
(4,161
)
 
$
(1,264
)
 
$
(680
)
 
$
(750
)
Senior housing triple-net
875

 
927

 
864

 
852

 
851

SHOP
105,576

 
101,428

 
96,764

 
137,747

 
166,419

Life science
23,655

 
23,521

 
21,979

 
25,467

 
29,507

Medical office(1)
49,661

 
47,274

 
48,048

 
49,236

 
50,531

Other(1)
40

 
102

 
8

 
11

 
11

Cash Operating Expenses
$
179,807

 
$
173,252

 
$
167,663

 
$
213,313

 
$
247,319

Senior housing triple-net
(845
)
 
(873
)
 
(826
)
 
(814
)
 
(812
)
SHOP
(55,094
)
 
(50,697
)
 
(46,108
)
 
(86,909
)
 
(113,969
)
Life science
(5,026
)
 
(4,763
)
 
(4,453
)
 
(6,252
)
 
(9,648
)
Medical office(1)
(5,529
)
 
(5,318
)
 
(5,306
)
 
(5,619
)
 
(5,657
)
Other(1)
(35
)
 
(93
)
 
(3
)
 
(6
)
 
(6
)
Non-SPP operating expenses
$
(66,529
)
 
$
(61,744
)
 
$
(56,696
)
 
$
(99,600
)
 
$
(130,092
)
Senior housing triple-net
30

 
54

 
38

 
38

 
39

SHOP
50,482

 
50,731

 
50,656

 
50,838

 
52,450

Life science
18,629

 
18,758

 
17,526

 
19,215

 
19,859

Medical office(1)
44,132

 
41,956

 
42,742

 
43,617

 
44,874

Other(1)
5

 
9

 
5

 
5

 
5

Cash Operating Expenses - SPP
$
113,278

 
$
111,508

 
$
110,967

 
$
113,713

 
$
117,227

_______________________________________
(1)
During the quarter ended March 31, 2019, two facilities were reclassified from other non-reportable segments to the medical office segment. Accordingly, all prior period segment information has been recast to conform to the current period presentation.






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13

Reconciliations
In thousands


Total Real Estate Revenue
 
Total Operating Expenses
Nine Months Ended
September 30, 2019
 
Nine Months Ended
September 30, 2019
Senior housing triple-net
$
156,776

 
Senior housing triple-net
$
2,723

SHOP
515,457

 
SHOP
400,608

Life science
320,630

 
Life science
76,992

Medical office
427,761

 
Medical office
150,635

Other
38,200

 
Other
31

Real Estate Revenue
$
1,458,824

 
Operating expenses
$
630,989

Senior housing triple-net
3,678

 
Senior housing triple-net
(156
)
SHOP
3,054

 
SHOP
322

Life science
(17,198
)
 
Life science
(39
)
Medical office
(7,361
)
 
Medical office
(2,819
)
Other
882

 
Other
(2
)
Non-cash adjustments to Real Estate Revenues
$
(16,945
)
 
Non-cash adjustments to operating expenses
$
(2,694
)
Senior housing triple-net
160,454

 
Senior housing triple-net
2,567

SHOP
518,511

 
SHOP
400,930

Life science
303,432

 
Life science
76,953

Medical office
420,400

 
Medical office
147,816

Other
39,082

 
Other
29

Cash Real Estate Revenues
$
1,441,879

 
Cash Operating Expenses
$
628,295

Senior housing triple-net
(63,362
)
 
Senior housing triple-net
(2,452
)
SHOP
(339,121
)
 
SHOP
(279,573
)
Life science
(86,336
)
 
Life science
(25,521
)
Medical office
(67,414
)
 
Medical office
(27,603
)
Other
(1,417
)
 
Other
(14
)
Non-SPP Cash Real Estate Revenues(1)
$
(557,650
)
 
Non-SPP operating expenses(2)
$
(335,163
)
Senior housing triple-net
97,092

 
Senior housing triple-net
115

SHOP
179,390

 
SHOP
121,357

Life science
217,096

 
Life science
51,432

Medical office
352,986

 
Medical office
120,213

Other
37,665

 
Other
15

Cash Real Estate Revenues - SPP(1)
$
884,229

 
Cash Operating Expenses - SPP(2)
$
293,132

___________________________________
(1)
The property count used for Non-SPP Cash Real Estate Revenues and Cash Real Estate Revenues - SPP differed for the three and nine months ended September 30, 2019.
(2)
The property count used for Non-SPP operating expense and Cash Operating Expenses - SPP differed for the three and nine months ended September 30, 2019.


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14

Reconciliations
In thousands


EBITDAre and Adjusted EBITDAre
 
Three Months Ended
September 30, 2019
Net income (loss)
$
(42,308
)
Interest expense
61,230

Income tax expense (benefit)
(6,261
)
Depreciation and amortization
171,944

Other depreciation and amortization
2,103

Loss (gain) on sales of real estate, net
784

Loss (gain) upon consolidation of real estate, net
20

Impairments (recoveries) of depreciable real estate, net
38,257

Share of unconsolidated JV:


  Interest expense
3,509

  Income tax expense (benefit)
218

  Depreciation and amortization
14,952

  Impairments (recoveries) of depreciable real estate, net
5,527

  Other JV adjustments
(621
)
EBITDAre
$
249,354

 


Transaction-related items
1,335

Severance and related charges
1,334

Loss on debt extinguishments
35,017

Litigation costs (recoveries)
(150
)
Casualty-related charges (recoveries), net
2,174

Amortization of deferred compensation
3,715

Foreign currency remeasurement losses (gains)
(162
)
CCRC entrance fees
5,731

Adjusted EBITDAre
$
298,348




Adjusted Fixed Charge Coverage
 
Three Months Ended
September 30, 2019
Interest expense
$
61,230

Capitalized interest
7,355

Share of unconsolidated JV interest expense and capitalized interest
3,669

Fixed Charges
$
72,254

 
 
Adjusted Fixed Charge Coverage
  4.1x



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15

Reconciliations
In thousands


Enterprise Debt and Net Debt
 
September 30, 2019
Bank line of credit(1)
$
737,793

Term loan
248,882

Senior unsecured notes
5,253,639

Mortgage debt(2)
307,643

Other debt
85,069

Consolidated Debt
$
6,633,026

Share of unconsolidated JV mortgage debt
317,565

Share of unconsolidated JV other debt
166,838

Enterprise Debt
$
7,117,429

Cash and cash equivalents
(124,990
)
Share of unconsolidated JV cash and cash equivalents
(34,079
)
Net Debt
$
6,958,360

Financial Leverage
 
September 30, 2019
Enterprise Debt
$
7,117,429

Enterprise Gross Assets
18,326,193

Financial Leverage
38.8%

Secured Debt Ratio
 
September 30, 2019
Mortgage debt
$
307,643

Share of unconsolidated JV mortgage debt
317,565

Enterprise Secured Debt
$
625,208

Enterprise Gross Assets
18,326,193

Secured Debt Ratio
3.4%

Net Debt to Adjusted EBITDAre
 
Three Months Ended
September 30, 2019
Net Debt
$
6,958,360

 
Adjusted EBITDAre
1,193,392

(2) 
Net Debt to Adjusted EBITDAre
  5.8x

 
  ______________________________________
(1)
Includes £55 million ($68 million) translated into U.S. dollars at September 30, 2019.
(2)
Includes mortgage debt of $32.6 million on assets held for sale that matures in 2026, 2028, and 2044.



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16

Reconciliations
In thousands


Segment Cash NOI, Portfolio Income, and SPP
Total Consolidated
 
Three Months Ended
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
Net income (loss)
$
102,926

 
$
834,383

 
$
64,990

 
$
(9,980
)
 
$
(42,308
)
Interest income
(1,236
)
 
(1,358
)
 
(1,713
)
 
(2,414
)
 
(2,741
)
Interest expense
63,486

 
54,717

 
49,327

 
56,942

 
61,230

Depreciation and amortization
132,198

 
130,759

 
131,951

 
165,296

 
171,944

General and administrative
23,503

 
21,510

 
21,355

 
27,120

 
22,970

Transaction costs
4,489

 
1,684

 
4,518

 
1,337

 
1,319

Loss (gain) on sales of real estate, net
(95,332
)
 
(763,774
)
 
(8,044
)
 
(11,448
)
 
784

Impairments (recoveries), net
5,268

 
36,080

 
8,858

 
68,538

 
38,257

Other expense (income), net
(1,604
)
 
(50,333
)
 
(3,133
)
 
(21,008
)
 
(693
)
Loss on debt extinguishments
43,899

 
263

 

 
1,135

 
35,017

Income tax expense (benefit)
(4,929
)
 
(2,935
)
 
(3,458
)
 
(1,864
)
 
(6,261
)
Equity loss (income) from unconsolidated JVs
911

 
2,152

 
863

 
1,506

 
7,643

NOI
$
273,579

 
$
263,148

 
$
265,514

 
$
275,160

 
$
287,161

Adjustment to NOI
(703
)
 
2,148

 
(2,338
)
 
(2,950
)
 
(8,963
)
Cash NOI
$
272,876

 
$
265,296

 
$
263,176

 
$
272,210

 
$
278,198

Interest income
1,236

 
1,358

 
1,713

 
2,414

 
2,741

Share of unconsolidated JVs
23,302

 
21,466

 
21,400

 
22,233

 
21,569

Portfolio Income
$
297,414

 
$
288,120

 
$
286,289

 
$
296,857

 
$
302,508

Interest income
(1,236
)
 
(1,358
)
 
(1,713
)
 
(2,414
)
 
(2,741
)
Share of unconsolidated JVs
(23,302
)
 
(21,466
)
 
(21,400
)
 
(22,233
)
 
(21,569
)
Adjustment to NOI
703

 
(2,148
)
 
2,338

 
2,950

 
8,963

Non-SPP NOI
(65,900
)
 
(55,795
)
 
(52,741
)
 
(62,440
)
 
(72,888
)
SPP NOI
$
207,679

 
$
207,353

 
$
212,773

 
$
212,720

 
$
214,273

Non-cash adjustment to SPP NOI
(2,408
)
 
242

 
(4,308
)
 
(1,942
)
 
(4,033
)
SPP cash NOI
$
205,271

 
$
207,595

 
$
208,465

 
$
210,778

 
$
210,240




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17

Reconciliations
In thousands


Senior Housing Triple-Net
 
Three Months Ended
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
Net income (loss)
$
47,627

 
$
67,827

 
$
44,184

 
$
17,616

 
$
26,839

Interest expense
599

 
598

 
589

 
206

 
106

Depreciation and amortization
18,884

 
17,564

 
16,683

 
15,693

 
12,778

Impairments (recoveries), net

 

 

 
15,485

 
7,430

Loss (gain) on sales of real estate, net
(463
)
 
(23,328
)
 
(3,557
)
 

 

NOI
$
66,647

 
$
62,661

 
$
57,899

 
$
49,000

 
$
47,153

Adjustment to NOI
534

 
2,450

 
564

 
4,807

 
(1,537
)
Cash NOI
$
67,181

 
$
65,111

 
$
58,463

 
$
53,807

 
$
45,616

Interest income

 

 

 

 

Share of unconsolidated JVs

 

 

 

 

Portfolio Income
$
67,181

 
$
65,111

 
$
58,463

 
$
53,807

 
$
45,616

Interest income

 

 

 

 

Share of unconsolidated JVs

 

 

 

 

Adjustment to NOI
(534
)
 
(2,450
)
 
(564
)
 
(4,807
)
 
1,537

Non-SPP NOI
(33,996
)
 
(29,390
)
 
(25,289
)
 
(15,850
)
 
(12,409
)
SPP NOI
$
32,651

 
$
33,271

 
$
32,610

 
$
33,150

 
$
34,744

Non-cash adjustment to SPP NOI
(293
)
 
1,216

 
(2,104
)
 
356

 
(1,779
)
SPP cash NOI
$
32,358

 
$
34,487

 
$
30,506

 
$
33,506

 
$
32,965


SHOP
 
Three Months Ended
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
Net income (loss)
$
9,903

 
$
(19,145
)
 
$
8,971

 
$
(62,299
)
 
$
(40,170
)
Interest expense
688

 
659

 
663

 
1,326

 
2,637

Depreciation and amortization
25,166

 
23,609

 
24,086

 
52,242

 
58,152

Impairments (recoveries), net
5,268

 
32,802

 

 
52,963

 
24,721

Loss (gain) on sales of real estate, net
(10,163
)
 
(14,633
)
 
(4,487
)
 
(4,691
)
 
734

NOI
$
30,862

 
$
23,292

 
$
29,233

 
$
39,541

 
$
46,074

Adjustment to NOI
1,378

 
3,230

 
1,152

 
841

 
740

Cash NOI
$
32,240

 
$
26,522

 
$
30,385

 
$
40,382

 
$
46,814

Interest income

 

 

 

 

Share of unconsolidated JVs

 

 

 

 

Portfolio Income
$
32,240

 
$
26,522

 
$
30,385

 
$
40,382

 
$
46,814

Interest income

 

 

 

 

Share of unconsolidated JVs

 

 

 

 

Adjustment to NOI
(1,378
)
 
(3,230
)
 
(1,152
)
 
(841
)
 
(740
)
Non-SPP NOI
(9,053
)
 
(3,279
)
 
(6,086
)
 
(16,763
)
 
(25,153
)
SPP NOI
$
21,809

 
$
20,013

 
$
23,147

 
$
22,778

 
$
20,921

Non-cash adjustment to SPP NOI
340

 
1,481

 
292

 
79

 
(106
)
SPP cash NOI
$
22,149

 
$
21,494

 
$
23,439

 
$
22,857

 
$
20,815


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18

Reconciliations
In thousands


Life Science
 
Three Months Ended
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
Net income (loss)
$
120,442

 
$
763,666

 
$
36,162

 
$
44,431

 
$
43,858

Interest expense
78

 
76

 
73

 
70

 
68

Depreciation and amortization
34,432

 
34,699

 
36,246

 
41,431

 
45,028

Impairments (recoveries), net

 

 

 

 

Loss (gain) on sales of real estate, net
(80,580
)
 
(725,604
)
 

 
(3,816
)
 
87

NOI
$
74,372

 
$
72,837

 
$
72,481

 
$
82,116

 
$
89,041

Adjustment to NOI
(1,439
)
 
(2,165
)
 
(2,478
)
 
(7,614
)
 
(7,067
)
Cash NOI
$
72,933

 
$
70,672

 
$
70,003

 
$
74,502

 
$
81,974

Interest income

 

 

 

 

Share of unconsolidated JVs

 

 

 

 

Portfolio Income
$
72,933

 
$
70,672

 
$
70,003

 
$
74,502

 
$
81,974

Interest income

 

 

 

 

Share of unconsolidated JVs

 

 

 

 

Adjustment to NOI
1,439

 
2,165

 
2,478

 
7,614

 
7,067

Non-SPP NOI
(14,385
)
 
(12,496
)
 
(11,146
)
 
(19,969
)
 
(25,698
)
SPP NOI
$
59,987

 
$
60,341

 
$
61,335

 
$
62,147

 
$
63,343

Non-cash adjustment to SPP NOI
(1,386
)
 
(1,361
)
 
(1,156
)
 
(1,648
)
 
(1,371
)
SPP cash NOI
$
58,601

 
$
58,980

 
$
60,179

 
$
60,499

 
$
61,972


Medical Office(1) 
 
Three Months Ended
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
Net income (loss)
$
40,897

 
$
39,042

 
$
31,138

 
$
40,397

 
$
32,171

Interest expense
117

 
118

 
111

 
109

 
108

Depreciation and amortization
51,977

 
53,163

 
53,101

 
54,096

 
54,152

Impairments (recoveries), net

 

 
8,858

 
90

 
5,729

Loss (gain) on sales of real estate, net
(3,903
)
 
(527
)
 

 
(2,941
)
 
7

NOI
$
89,088

 
$
91,796

 
$
93,208

 
$
91,751

 
$
92,167

Adjustment to NOI
(1,364
)
 
(1,561
)
 
(1,771
)
 
(1,203
)
 
(1,568
)
Cash NOI
$
87,724

 
$
90,235

 
$
91,437

 
$
90,548

 
$
90,599

Interest income

 

 

 

 

Share of unconsolidated JVs

 

 

 

 

Portfolio Income
$
87,724

 
$
90,235

 
$
91,437

 
$
90,548

 
$
90,599

Interest income

 

 

 

 

Share of unconsolidated JVs

 

 

 

 

Adjustment to NOI
1,364

 
1,561

 
1,771

 
1,203

 
1,568

Non-SPP NOI
(8,033
)
 
(10,238
)
 
(9,760
)
 
(9,387
)
 
(9,157
)
SPP NOI
$
81,055

 
$
81,558

 
$
83,448

 
$
82,364

 
$
83,010

Non-cash adjustment to SPP NOI
(1,258
)
 
(1,289
)
 
(1,534
)
 
(946
)
 
(1,246
)
SPP cash NOI
$
79,797

 
$
80,269

 
$
81,914

 
$
81,418

 
$
81,764



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19

Reconciliations
In thousands


Other(1) 
 
Three Months Ended
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
Net income (loss)
$
11,419

 
$
56,619

 
$
11,708

 
$
24,643

 
$
6,637

Interest income
(1,236
)
 
(1,358
)
 
(1,713
)
 
(2,414
)
 
(2,741
)
Interest expense

 

 

 

 

Depreciation and amortization
1,739

 
1,724

 
1,835

 
1,834

 
1,834

Impairments (recoveries), net

 
3,278

 

 

 
377

Loss (gain) on sales of real estate, net
(223
)
 
318

 

 

 
(44
)
Other expense (income), net

 
(50,171
)
 

 
(12,817
)
 
(980
)
Equity loss (income) from unconsolidated JVs
911

 
2,152

 
863

 
1,506

 
7,643

NOI
$
12,610

 
$
12,562

 
$
12,693

 
$
12,752

 
$
12,726

Adjustment to NOI
188

 
194

 
195

 
219

 
469

Cash NOI
$
12,798

 
$
12,756

 
$
12,888

 
$
12,971

 
$
13,195

Interest income
1,236

 
1,358

 
1,713

 
2,414

 
2,741

Share of unconsolidated JVs
23,302

 
21,466

 
21,400

 
22,233

 
21,569

Portfolio Income
$
37,336

 
$
35,580

 
$
36,001

 
$
37,618

 
$
37,505

Interest income
(1,236
)
 
(1,358
)
 
(1,713
)
 
(2,414
)
 
(2,741
)
Share of unconsolidated JVs
(23,302
)
 
(21,466
)
 
(21,400
)
 
(22,233
)
 
(21,569
)
Adjustment to NOI
(188
)
 
(194
)
 
(195
)
 
(219
)
 
(469
)
Non-SPP NOI
(433
)
 
(392
)
 
(460
)
 
(471
)
 
(471
)
SPP NOI
$
12,177

 
$
12,170

 
$
12,233

 
$
12,281

 
$
12,255

Non-cash adjustment to SPP NOI
189

 
195

 
194

 
217

 
469

SPP cash NOI
$
12,366

 
$
12,365

 
$
12,427

 
$
12,498

 
$
12,724


Corporate Non-Segment
 
Three Months Ended
 
September 30, 2018
 
December 31, 2018
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
Net income (loss)
$
(127,362
)
 
$
(73,626
)
 
$
(67,173
)
 
$
(74,768
)
 
$
(111,643
)
Interest expense
62,004

 
53,266

 
47,891

 
55,231

 
58,311

General and administrative
23,503

 
21,510

 
21,355

 
27,120

 
22,970

Transaction costs
4,489

 
1,684

 
4,518

 
1,337

 
1,319

Other expense (income), net
(1,604
)
 
(162
)
 
(3,133
)
 
(8,191
)
 
287

Loss on debt extinguishments
43,899

 
263

 

 
1,135

 
35,017

Income tax expense (benefit)
(4,929
)
 
(2,935
)
 
(3,458
)
 
(1,864
)
 
(6,261
)
NOI
$

 
$

 
$

 
$

 
$

  _______________________________________
(1)
During the quarter ended March 31, 2019, two facilities were reclassified from other non-reportable segments to the medical office segment. Accordingly, all prior period segment information has been recast to conform to the current period presentation.





healthpeaklogohorizblkrgb.jpg
20

Reconciliations
In thousands


Segment Cash NOI Same Property Performance
For the nine months ended September 30, 2019
 
 
Senior Housing Triple-Net
 
SHOP
 
Life Science
 
Medical Office
 
Other
 
Corporate Non-segment
 
Total
Net income (loss)
 
$
88,641

 
$
(93,099
)
 
$
124,373

 
$
103,647

 
$
42,724

 
$
(253,584
)
 
$
12,702

Interest income
 

 

 

 

 
(6,868
)
 

 
(6,868
)
Interest expense
 
901

 
4,626

 
211

 
328

 

 
161,433

 
167,499

Depreciation and amortization
 
45,154

 
134,481

 
122,705

 
161,350

 
5,501

 

 
469,191

General and administrative
 

 

 

 

 

 
71,445

 
71,445

Transaction costs
 

 

 

 

 

 
7,174

 
7,174

Loss (gain) on sales of real estate, net
 
(3,557
)
 
(8,844
)
 
(3,651
)
 
(2,876
)
 
220

 

 
(18,708
)
Impairments (recoveries), net
 
22,914

 
77,685

 

 
14,677

 
377

 

 
115,653

Other expense (income), net
 

 

 

 

 
(13,797
)
 
(11,037
)
 
(24,834
)
Loss on debt extinguishments
 

 

 

 

 

 
36,152

 
36,152

Income tax expense (benefit)
 

 

 

 

 

 
(11,583
)
 
(11,583
)
Equity loss (income) from unconsolidated JVs
 

 

 

 

 
10,012

 

 
10,012

NOI
 
$
154,053

 
$
114,849

 
$
243,638

 
$
277,126

 
$
38,169

 
$

 
$
827,835

Adjustment to NOI
 
3,833

 
2,732

 
(17,159
)
 
(4,542
)
 
884

 

 
(14,252
)
Cash NOI
 
$
157,886

 
$
117,581

 
$
226,479

 
$
272,584

 
$
39,053

 
$

 
$
813,583

Interest income
 

 

 

 

 
6,868

 

 
6,868

Share of unconsolidated JVs
 

 

 

 

 
65,202

 

 
65,202

Portfolio Income
 
$
157,886

 
$
117,581

 
$
226,479

 
$
272,584

 
$
111,123

 
$

 
$
885,653

Interest income
 

 

 

 

 
(6,868
)
 

 
(6,868
)
Share of unconsolidated JVs
 

 

 

 

 
(65,202
)
 

 
(65,202
)
Adjustment to NOI
 
(3,833
)
 
(2,732
)
 
17,159

 
4,542

 
(884
)
 

 
14,252

Non-SPP NOI
 
(53,549
)
 
(57,022
)
 
(75,391
)
 
(40,960
)
 
(1,400
)
 

 
(228,322
)
SPP NOI
 
$
100,504

 
$
57,827

 
$
168,247

 
$
236,166

 
$
36,769

 
$

 
$
599,513

Non-cash adjustment to SPP NOI
 
(3,527
)
 
206

 
(2,583
)
 
(3,393
)
 
881

 

 
(8,416
)
SPP cash NOI
 
$
96,977

 
$
58,033

 
$
165,664

 
$
232,773

 
$
37,650

 
$

 
$
591,097














healthpeaklogohorizblkrgb.jpg
21

Reconciliations
In thousands


For the nine months ended September 30, 2018
 
 
Senior Housing Triple-Net
 
SHOP
 
Life Science
 
Medical Office
 
Other
 
Corporate Non-segment
 
Total
Net income (loss)
 
$
117,005

 
$
101,581

 
$
197,404

 
$
116,757

 
$
21,742

 
$
(315,398
)
 
$
239,091

Interest income
 

 

 

 

 
(9,048
)
 

 
(9,048
)
Interest expense
 
1,806

 
2,067

 
240

 
356

 
1,469

 
205,688

 
211,626

Depreciation and amortization
 
62,041

 
80,797

 
105,782

 
147,270

 
22,850

 

 
418,740

General and administrative
 

 

 

 

 

 
75,192

 
75,192

Transaction costs
 

 

 

 

 

 
9,088

 
9,088

Loss (gain) on sales of real estate, net
 
22,687

 
(79,340
)
 
(80,581
)
 
(3,903
)
 
(21,074
)
 

 
(162,211
)
Impairments (recoveries), net
 
6,273

 
5,268

 
7,639

 

 

 

 
19,180

Other expense (income), net
 

 

 

 

 
40,567

 
(3,550
)
 
37,017

Loss on debt extinguishments
 

 

 

 

 

 
43,899

 
43,899

Income tax expense (benefit)
 

 

 

 

 

 
(14,919
)
 
(14,919
)
Equity loss (income) from unconsolidated JVs
 

 

 

 

 
442

 

 
442

NOI
 
$
209,812

 
$
110,373

 
$
230,484

 
$
260,480

 
$
56,948

 
$

 
$
868,097

Adjustment to NOI
 
(323
)
 
(356
)
 
(7,423
)
 
(5,129
)
 
(820
)
 

 
(14,051
)
Cash NOI
 
$
209,489

 
$
110,017

 
$
223,061

 
$
255,351

 
$
56,128

 
$

 
$
854,046

Interest income
 

 

 

 

 
9,048

 

 
9,048

Share of unconsolidated JVs
 

 

 

 

 
64,906

 

 
64,906

Portfolio Income
 
$
209,489

 
$
110,017

 
$
223,061

 
$
255,351

 
$
130,082

 
$

 
$
928,000

Interest income
 

 

 

 

 
(9,048
)
 

 
(9,048
)
Share of unconsolidated JVs
 

 

 

 

 
(64,906
)
 

 
(64,906
)
Adjustment to NOI
 
323

 
356

 
7,423

 
5,129

 
820

 

 
14,051

Non-SPP NOI
 
(112,023
)
 
(50,340
)
 
(72,595
)
 
(30,664
)
 
(20,735
)
 

 
(286,357
)
SPP NOI
 
$
97,789

 
$
60,033

 
$
157,889

 
$
229,816

 
$
36,213

 
$

 
$
581,740

Non-cash adjustment to SPP NOI
 
(2,926
)
 
879

 
(2,115
)
 
(4,548
)
 
479

 

 
(8,231
)
SPP cash NOI
 
$
94,863

 
$
60,912

 
$
155,774

 
$
225,268

 
$
36,692

 
$

 
$
573,509



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22

Reconciliations
In thousands


Pro forma Portfolio Income
 
 
Three Months Ended September 30, 2019
 
 
Senior Housing Triple-net
 
SHOP
 
Life Science
 
Medical Office
 
Other
 
Total
Portfolio Income(1)
 
$
45,616

 
$
46,814

 
$
81,974

 
$
90,599

 
$
37,505

 
$
302,508

Pro forma Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
Senior housing asset sales and transitions(2)
 
(19,413
)
 
(7,624
)
 

 

 
20,434

 
(6,603
)
Other pro forma adjustments(3)
 

 

 
770

 
(646
)
 
(5,006
)
 
(4,882
)
Pro forma Portfolio Income
 
$
26,203

 
$
39,190

 
$
82,744

 
$
89,953

 
$
52,933

 
$
291,023

 ______________________________________
(1)
See pages 17 to 20 of this document for a reconciliation of Portfolio Income to net income.
(2)
Includes pro forma adjustments to reflect asset sales and asset transitions from senior housing triple-net to SHOP in connection with the Master Transactions and Cooperation Agreement with Brookdale Senior Living Inc., the Senior Housing Joint Venture, and certain other previously announced sales and transitions.
(3)
Pro forma to reflect the sale of our U.K. holdings, and certain other previously announced sales. Pro forma Portfolio Income is further adjusted to reflect acquisitions, dispositions, and operator transitions as if they occurred on the first day of the quarter.

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Reconciliations
In thousands, except per month data

REVPOR SHOP(1)
 
 
Three Months Ended
 
 
September 30,
2018
 
December 31,
2018
 
March 31,
2019
 
June 30,
2019
 
September 30,
2019
REVPOR SHOP
 
 
 
 
 
 
 
 
 
 
Real Estate Revenues
 
$
137,044

 
$
127,909

 
$
126,181

 
$
177,001

 
$
212,275

Adjustments to real estate revenues
 
771

 
41

 
968

 
1,128

 
957

Cash Real Estate Revenues
 
$
137,815

 
$
127,950

 
$
127,149

 
$
178,129

 
$
213,232

Other adjustments to REVPOR SHOP(2)
 
(25,055
)
 
(28,998
)
 
(21,714
)
 
(31,002
)
 
(28,094
)
REVPOR SHOP revenues
 
$
112,760

 
$
98,952

 
$
105,436

 
$
147,127

 
$
185,138

 
 
 
 
 
 
 
 
 
 
 
Average occupied units/month
 
9,193

 
7,745

 
7,664

 
9,955

 
11,579

REVPOR SHOP per month(3)
 
$
4,089

 
$
4,259

 
$
4,586

 
$
4,927

 
$
5,330

 
 
 
 
 
 
 
 
 
 
 
SPP REVPOR SHOP
 
 
 
 
 
 
 
 
 
 
REVPOR SHOP revenues
 
$
112,760

 
$
98,952

 
$
105,436

 
$
147,127

 
$
185,138

Change in reporting structure(4)
 

 
(5,767
)
 
(14,780
)
 
(43,728
)
 
(78,505
)
Other non-SPP cash real estate revenues
 
(40,130
)
 
(20,959
)
 
(16,561
)
 
(29,704
)
 
(33,369
)
SPP REVPOR SHOP revenues
 
$
72,631

 
$
72,225

 
$
74,095

 
$
73,695

 
$
73,265

 
 
 
 
 
 
 
 
 
 
 
SPP average occupied units/month
 
5,707

 
5,724

 
5,651

 
5,615

 
5,660

SPP REVPOR SHOP per month(3)
 
$
4,242

 
$
4,206

 
$
4,371

 
$
4,375

 
$
4,315

 ______________________________________
(1)
Does not foot due to rounding and adjustments made to the Supplemental Report.
(2)
Includes revenue for newly completed facilities under lease-up, facilities acquired or transitioned to new operators during the relevant period, assets in redevelopment.
(3)
Represents the current quarter REVPOR divided by a factor of three.
(4)
Represents revenues for assets that transitioned from senior housing triple-net to SHOP during the year-over-year comparison period.


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