HIGHLIGHTS
-- Diluted FFO per share of $0.55; diluted EPS of $0.35
--
Completed a $440 million public offering of our common stock
--
Completed sale of Los Gatos, California hospital for $45 million
--
Transitioning 15 additional Sunrise-managed communities to new operators
--
Financial leverage reduced to 44%; adjusted fixed charge coverage
improved to 2.6x
HCP (the “Company” or “we”) (NYSE:HCP) announced results for the quarter
ended June 30, 2009. Funds from operations (“FFO”) applicable to common
shares was $146.1 million, or $0.55 per diluted share, for the quarter
ended June 30, 2009, compared to FFO applicable to common shares of
$119.1 million, or $0.50 per diluted share, in the year-ago period.
FFO applicable to common shares for the quarter ended June 30, 2009
included the offsetting impact of the following: i) impairments of $0.02
per diluted share; and ii) income of $0.02 per diluted share resulting
from an adjustment to the cost allocation of certain assets acquired in
2006. FFO applicable to common shares for the quarter ended June 30,
2008 included the negative impact of $0.07 per diluted share of the
following: i) impairments and merger-related charges of $0.05 per
diluted share; ii) a write down in the carrying value of marketable
securities of $0.01 per diluted share; and iii) an ineffectiveness
charge of $0.01 per diluted share relating to the settlement of two
forward-starting interest-rate swaps. FFO is a supplemental non-GAAP
financial measure that the Company believes is helpful in evaluating the
operating performance of real estate investment trusts.
Net income applicable to common shares for the quarter ended June 30,
2009 was $91.8 million, or $0.35 per diluted share, compared to net
income applicable to common shares of $225.9 million, or $0.96 per
diluted share, in the year-ago period. Net income applicable to common
shares for the quarter ended June 30, 2009 includes gain on sales of
real estate of $30.5 million, compared to gain on sales of real estate
of $190.5 million in the year-ago period.
INVESTMENTS
During the quarter ended June 30, 2009, we funded $30 million for
construction and other capital projects, primarily in our life science
segment.
During the quarter ended June 30, 2009, we sold two hospitals with an
aggregate value of $46 million and recognized gains of $30.5 million,
which are excluded from FFO. During the quarter ended June 30, 2009, we
also sold marketable debt securities of $5 million.
On August 3, 2009, we purchased a $720 million participation in first
mortgage debt of HCR ManorCare at a discount 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 conditions, and is
secured by a first lien on 331 facilities located in 30 states. We
obtained favorable financing to fund 72% of the purchase price,
resulting in a net cash payment by HCP of $165 million.
FINANCING
On May 8, 2009, we completed a $440 million public offering of 20.7
million shares of our common stock at a price per share of $21.25. We
received net proceeds of $422 million, which were used to repay all
amounts of indebtedness outstanding under our bridge loan credit
facility, with the remainder used for general corporate purposes.
On June 12, 2009, the Company entered into an interest rate swap
contract (pay float and receive fixed) with a notional amount of $250
million that terminates in September 2011. This interest-rate swap
contract reduces our net floating rate asset exposure, which increased
as a result of the repayment of our floating rate bridge loan credit
facility.
Our financial leverage improved to 44% at June 30, 2009 from 48% at
December 31, 2008. Our adjusted fixed charge coverage for the quarter
ended June 30, 2009 improved to 2.6x from 2.3x for the quarter ended
June 30, 2008.
OTHER EVENTS
On June 18, 2009, we announced that the management agreements on 15
communities operated by Sunrise Senior Living, Inc. or its subsidiaries
(“Sunrise”) have been terminated effective October 1, 2009, for
Sunrise’s failure to achieve certain performance thresholds. The
termination of the agreements does not require the payment of a
termination fee by the Company or our tenants. We intend to enter into
new arrangements with senior housing operators for the 15 communities,
reducing the Sunrise-managed communities in the Company’s portfolio to
75 from the original 101 communities the Company acquired in the 2006
CNL Retirement Properties, Inc. transaction. We expect these
arrangements to improve the operating margins of the communities in a
manner similar to the Company’s successful transition of 11 former
Sunrise communities to Emeritus Corporation in December 2008. On June
30, 2009, we recognized impairments of $6 million, or $0.02 per diluted
share, related to intangible assets associated with 12 of the 15
communities.
On June 29, 2009, we, together with three of our tenants, filed
complaints against Sunrise based on Sunrise’s defaults under management
and related agreements covering 64 of the remaining 75 Sunrise-managed
communities owned by the Company. The complaints allege, among other
things, that Sunrise systematically breached various contractual and
fiduciary duties. In addition to equitable relief and monetary damages
relating to the defaults, we are seeking judicial confirmation of rights
to terminate the agreements on the 64 communities.
DIVIDEND
On July 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 August 19, 2009 to stockholders of record as of
the close of business on August 6, 2009.
FUTURE OPERATIONS
For the full year 2009, we presently expect net income applicable to
common shares to range between $0.98 and $1.04 per diluted share, FFO
applicable to common shares to range between $2.13 and $2.19 per diluted
share, and FFO applicable to common shares, before giving effect to
impairments, to range between $2.15 and $2.21 per diluted common share.
The increase to the above guidance amounts was due to our HCR ManorCare
investment on August 3, 2009.
COMPANY INFORMATION
HCP has scheduled a conference call and webcast for Tuesday, August 4,
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 June 30, 2009. The conference call is accessible by dialing (866)
700-6293 (U.S.) or (617) 213-8835 (International). The participant
passcode is 75468985. 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 11:00 a.m. Pacific Time (2:00 p.m. Eastern Time) on
August 4, 2009 through August 18, 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 42923966. 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
June 30, 2009, the Company’s portfolio of properties, excluding assets
held for sale but including properties owned by our Investment
Management Platform, totaled 682 properties among the following
segments: 259 senior housing, 100 life science, 253 medical office, 22
hospital and 48 skilled nursing. For more information, visit the
Company’s website at www.hcpi.com.
FORWARD-LOOKING STATEMENTS
“Safe Harbor” Statement under the Private Securities Litigation
Reform Act of 1995: The statements contained in this release which are
not historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements include among other
things the expected improvement in operating margins resulting from the
transfer of 15 Sunrise-managed communities, 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, 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
related developments; the Company’s ability to achieve the expected
benefits from acquisitions, including integrating and preserving the
goodwill of the 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 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.
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HCP, Inc.
Consolidated Balance Sheets
In thousands, except share and per share data
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June 30,
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December 31,
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2009
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2008
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Assets
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(Unaudited)
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Real estate:
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|
|
|
|
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Buildings and improvements
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$
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7,796,873
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$
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7,752,714
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Development costs and construction in progress
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255,565
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224,337
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Land
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1,550,490
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1,550,219
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Accumulated depreciation and amortization
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(940,544
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)
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(820,441
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)
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Net real estate
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8,662,384
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8,706,829
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Net investment in direct financing leases
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|
|
|
|
648,864
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648,234
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Loans receivable, net
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|
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|
1,078,418
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|
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|
1,076,392
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Investments in and advances to unconsolidated joint ventures
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264,346
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272,929
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Accounts receivable, net of allowance of $17,929 and $18,413,
respectively
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29,535
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34,211
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Cash and cash equivalents
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49,484
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57,562
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Restricted cash
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|
|
|
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|
32,351
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|
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35,078
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Intangible assets, net
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433,874
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505,986
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Real estate held for sale, net
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—
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19,799
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Other assets, net
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586,594
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492,806
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Total assets
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$
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11,785,850
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$
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11,849,826
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Liabilities and Equity
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Bank line of credit
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$
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100,000
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$
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150,000
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Term loan
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200,000
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200,000
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Bridge loan
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|
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—
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|
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320,000
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Senior unsecured notes
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3,518,147
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3,523,513
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Mortgage debt
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|
1,592,712
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1,641,734
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Other debt
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|
|
|
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98,984
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|
|
|
|
|
102,209
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Intangible liabilities, net
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215,571
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232,654
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Accounts payable and accrued liabilities
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|
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|
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|
197,295
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211,691
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Deferred revenue
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|
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71,716
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|
|
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|
60,185
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Total liabilities
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5,994,425
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|
6,441,986
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Commitments and contingencies
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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
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285,173
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|
285,173
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Common stock, $1.00 par value: 750,000,000 shares authorized
275,253,104 and 253,601,454 shares issued and outstanding,
respectively
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275,253
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253,601
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Additional paid-in capital
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5,298,213
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4,873,727
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Cumulative dividends in excess of earnings
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(228,424
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)
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(130,068
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)
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Accumulated other comprehensive loss
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(18,819
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)
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(81,162
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)
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Total stockholders’ equity
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5,611,396
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5,201,271
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Joint venture partners
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8,278
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12,912
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Non-managing member unitholders
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171,751
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193,657
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Total noncontrolling interests
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180,029
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206,569
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Total equity
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|
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|
|
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5,791,425
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|
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5,407,840
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|
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|
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Total liabilities and equity
|
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|
$
|
11,785,850
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$
|
11,849,826
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|
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HCP, Inc.
Consolidated Statements of Income
In thousands, except per share data
(Unaudited)
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|
|
|
|
|
|
|
|
Three Months Ended
June 30,
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|
Six Months Ended
June 30,
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|
|
2009
|
|
|
|
2008
|
|
|
|
|
2009
|
|
|
|
2008
|
|
|
|
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Revenues:
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Rental and related revenues
|
|
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|
$
|
231,728
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|
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$
|
213,021
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|
|
$
|
445,316
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|
|
$
|
419,926
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|
|
Tenant recoveries
|
|
|
|
|
|
|
21,035
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|
|
|
|
20,168
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|
|
|
|
|
44,699
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|
|
|
|
41,616
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Income from direct financing leases
|
|
|
|
|
|
|
13,204
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|
|
|
|
14,129
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|
|
|
|
|
26,129
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|
|
|
|
29,103
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|
Investment management fee income
|
|
|
|
|
|
|
1,369
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|
|
|
|
1,457
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|
|
|
|
|
2,807
|
|
|
|
|
2,924
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|
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Total revenues
|
|
|
|
|
|
|
267,336
|
|
|
|
|
248,775
|
|
|
|
|
|
518,951
|
|
|
|
|
493,569
|
|
|
|
|
|
|
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|
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Costs and expenses:
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
79,606
|
|
|
|
|
77,861
|
|
|
|
|
|
160,143
|
|
|
|
|
155,493
|
|
|
Operating
|
|
|
|
|
|
|
45,205
|
|
|
|
|
46,452
|
|
|
|
|
|
92,881
|
|
|
|
|
94,673
|
|
|
General and administrative
|
|
|
|
|
|
|
20,932
|
|
|
|
|
18,732
|
|
|
|
|
|
39,923
|
|
|
|
|
39,177
|
|
|
Impairments
|
|
|
|
|
|
|
5,906
|
|
|
|
|
1,574
|
|
|
|
|
|
5,906
|
|
|
|
|
1,574
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|
|
Total costs and expenses
|
|
|
|
|
|
|
151,649
|
|
|
|
|
144,619
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|
|
|
|
|
298,853
|
|
|
|
|
290,917
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income, net
|
|
|
|
|
|
|
28,732
|
|
|
|
|
30,739
|
|
|
|
|
|
53,065
|
|
|
|
|
66,061
|
|
|
Interest expense
|
|
|
|
|
|
|
(75,340
|
)
|
|
|
|
(85,446
|
)
|
|
|
|
|
(152,014
|
)
|
|
|
|
(181,709
|
)
|
|
Total other income (expense)
|
|
|
|
|
|
|
(46,608
|
)
|
|
|
|
(54,707
|
)
|
|
|
|
|
(98,949
|
)
|
|
|
|
(115,648
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity income from unconsolidated
joint ventures
|
|
|
|
|
|
|
69,079
|
|
|
|
|
49,449
|
|
|
|
|
|
121,149
|
|
|
|
|
87,004
|
|
|
Income taxes
|
|
|
|
|
|
|
(841
|
)
|
|
|
|
(1,274
|
)
|
|
|
|
|
(1,756
|
)
|
|
|
|
(3,517
|
)
|
|
Equity income from unconsolidated joint ventures
|
|
|
|
|
|
|
1,127
|
|
|
|
|
1,221
|
|
|
|
|
|
665
|
|
|
|
|
2,509
|
|
|
Income from continuing operations
|
|
|
|
|
|
|
69,365
|
|
|
|
|
49,396
|
|
|
|
|
|
120,058
|
|
|
|
|
85,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before gain on sales of real estate, net of income taxes
|
|
|
|
|
|
|
1,273
|
|
|
|
|
6,320
|
|
|
|
|
|
1,932
|
|
|
|
|
15,710
|
|
|
Impairments
|
|
|
|
|
|
|
—
|
|
|
|
|
(8,141
|
)
|
|
|
|
|
—
|
|
|
|
|
(8,141
|
)
|
|
Gain on sales of real estate, net of income taxes
|
|
|
|
|
|
|
30,540
|
|
|
|
|
190,505
|
|
|
|
|
|
31,897
|
|
|
|
|
200,643
|
|
|
Total discontinued operations
|
|
|
|
|
|
|
31,813
|
|
|
|
|
188,684
|
|
|
|
|
|
33,829
|
|
|
|
|
208,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
101,178
|
|
|
|
|
238,080
|
|
|
|
|
|
153,887
|
|
|
|
|
294,208
|
|
|
Noncontrolling interests’ and participating securities’ share in
earnings
|
|
|
|
|
|
(4,111
|
)
|
|
|
|
(6,907
|
)
|
|
|
|
|
(8,252
|
)
|
|
|
|
(12,913
|
)
|
|
Preferred stock dividends
|
|
|
|
|
|
|
(5,283
|
)
|
|
|
|
(5,283
|
)
|
|
|
|
|
(10,566
|
)
|
|
|
|
(10,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common shares
|
|
|
|
|
|
$
|
91,784
|
|
|
|
$
|
225,890
|
|
|
|
|
$
|
135,069
|
|
|
|
$
|
270,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
$
|
0.23
|
|
|
|
$
|
0.16
|
|
|
|
|
$
|
0.39
|
|
|
|
$
|
0.28
|
|
|
Discontinued operations
|
|
|
|
|
|
|
0.12
|
|
|
|
|
0.80
|
|
|
|
|
|
0.13
|
|
|
|
|
0.92
|
|
|
Net income applicable to common shares
|
|
|
|
|
|
$
|
0.35
|
|
|
|
$
|
0.96
|
|
|
|
|
$
|
0.52
|
|
|
|
$
|
1.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
$
|
0.23
|
|
|
|
$
|
0.16
|
|
|
|
|
$
|
0.39
|
|
|
|
$
|
0.28
|
|
|
Discontinued operations
|
|
|
|
|
|
|
0.12
|
|
|
|
|
0.80
|
|
|
|
|
|
0.13
|
|
|
|
|
0.91
|
|
|
Net income applicable to common shares
|
|
|
|
|
|
$
|
0.35
|
|
|
|
$
|
0.96
|
|
|
|
|
$
|
0.52
|
|
|
|
$
|
1.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares used to calculate earnings per common
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
265,422
|
|
|
|
|
235,117
|
|
|
|
|
|
259,412
|
|
|
|
|
225,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
|
|
|
265,542
|
|
|
|
|
236,099
|
|
|
|
|
|
259,516
|
|
|
|
|
226,745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HCP, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
2008
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
$
|
153,887
|
|
|
|
|
|
|
$
|
294,208
|
|
|
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
|
|
|
|
|
|
|
|
|
160,143
|
|
|
|
|
|
|
155,493
|
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
84
|
|
|
|
|
|
|
6,553
|
|
|
Amortization of above and below market lease intangibles, net
|
|
|
|
|
|
|
|
|
(10,980
|
)
|
|
|
|
|
|
(4,029
|
)
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
7,537
|
|
|
|
|
|
|
7,485
|
|
|
Amortization of debt premiums, discounts and issuance costs, net
|
|
|
|
|
|
|
|
|
5,455
|
|
|
|
|
|
|
6,162
|
|
|
Straight-line rents
|
|
|
|
|
|
|
|
|
(25,759
|
)
|
|
|
|
|
|
(19,533
|
)
|
|
Interest accretion
|
|
|
|
|
|
|
|
|
(11,567
|
)
|
|
|
|
|
|
(13,026
|
)
|
|
Deferred rental revenue
|
|
|
|
|
|
|
|
|
7,890
|
|
|
|
|
|
|
13,279
|
|
|
Equity income from unconsolidated joint ventures
|
|
|
|
|
|
|
|
|
(665
|
)
|
|
|
|
|
|
(2,509
|
)
|
|
Distributions of earnings from unconsolidated joint ventures
|
|
|
|
|
|
|
|
|
2,589
|
|
|
|
|
|
|
2,073
|
|
|
Gain on sales of real estate
|
|
|
|
|
|
|
|
|
(31,897
|
)
|
|
|
|
|
|
(200,643
|
)
|
|
Marketable securities (gains) losses, net
|
|
|
|
|
|
|
|
|
(293
|
)
|
|
|
|
|
|
2,782
|
|
|
Derivative losses, net
|
|
|
|
|
|
|
|
|
154
|
|
|
|
|
|
|
2,360
|
|
|
Impairments
|
|
|
|
|
|
|
|
|
5,906
|
|
|
|
|
|
|
9,715
|
|
|
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
|
|
|
|
|
|
4,676
|
|
|
|
|
|
|
12,972
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
(7,594
|
)
|
|
|
|
|
|
5,399
|
|
|
Accounts payable and accrued liabilities
|
|
|
|
|
|
|
|
|
(9,469
|
)
|
|
|
|
|
|
(6,047
|
)
|
|
Net cash provided by operating activities
|
|
|
|
|
|
|
|
|
250,097
|
|
|
|
|
|
|
272,694
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions and development of real estate
|
|
|
|
|
|
|
|
|
(39,319
|
)
|
|
|
|
|
|
(72,884
|
)
|
|
Lease commissions and tenant and capital improvements
|
|
|
|
|
|
|
|
|
(18,826
|
)
|
|
|
|
|
|
(32,359
|
)
|
|
Proceeds from sales of real estate, net
|
|
|
|
|
|
|
|
|
52,281
|
|
|
|
|
|
|
512,883
|
|
|
Contributions to unconsolidated joint ventures
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
(2,826
|
)
|
|
Distributions in excess of earnings from unconsolidated joint
ventures
|
|
|
|
|
|
|
|
|
4,428
|
|
|
|
|
|
|
6,182
|
|
|
Proceeds from the sale of marketable securities
|
|
|
|
|
|
|
|
|
4,800
|
|
|
|
|
|
|
10,700
|
|
|
Proceeds from the sales of interests in unconsolidated joint ventures
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
2,855
|
|
|
Principal repayments on loans receivable and direct financing leases
|
|
|
|
|
|
|
|
|
4,727
|
|
|
|
|
|
|
2,835
|
|
|
Investments in loans receivable
|
|
|
|
|
|
|
|
|
(16
|
)
|
|
|
|
|
|
(2,190
|
)
|
|
Decrease in restricted cash
|
|
|
|
|
|
|
|
|
2,727
|
|
|
|
|
|
|
4,040
|
|
|
Net cash provided by investing activities
|
|
|
|
|
|
|
|
|
10,802
|
|
|
|
|
|
|
429,236
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net repayments under bank line of credit
|
|
|
|
|
|
|
|
|
(50,000
|
)
|
|
|
|
|
|
(951,700
|
)
|
|
Repayments of bridge loan
|
|
|
|
|
|
|
|
|
(320,000
|
)
|
|
|
|
|
|
(200,000
|
)
|
|
Repayments of mortgage debt
|
|
|
|
|
|
|
|
|
(51,060
|
)
|
|
|
|
|
|
(29,945
|
)
|
|
Issuance of mortgage debt
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
258,726
|
|
|
Repurchase of senior unsecured notes
|
|
|
|
|
|
|
|
|
(7,735
|
)
|
|
|
|
|
|
—
|
|
|
Settlement of cash flow hedge
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
5,180
|
|
|
Debt issuance costs
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
(5,784
|
)
|
|
Repurchase of common stock
|
|
|
|
|
|
|
|
|
(2,181
|
)
|
|
|
|
|
|
—
|
|
|
Net proceeds from the issuance of common stock and exercise of
options
|
|
|
|
|
|
|
|
|
423,634
|
|
|
|
|
|
|
572,973
|
|
|
Dividends paid on common and preferred stock and participating
securities
|
|
|
|
|
|
|
|
|
(244,698
|
)
|
|
|
|
|
|
(217,019
|
)
|
|
Purchase of noncontrolling interests
|
|
|
|
|
|
|
|
|
(9,097
|
)
|
|
|
|
|
|
—
|
|
|
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
(7,840
|
)
|
|
|
|
|
|
(13,841
|
)
|
|
Net cash used in financing activities
|
|
|
|
|
|
|
|
|
(268,977
|
)
|
|
|
|
|
|
(581,410
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
|
|
|
(8,078
|
)
|
|
|
|
|
|
120,520
|
|
|
Cash and cash equivalents, beginning of period
|
|
|
|
|
|
|
|
|
57,562
|
|
|
|
|
|
|
96,269
|
|
|
Cash and cash equivalents, end of period
|
|
|
|
|
|
|
|
|
$
|
49,484
|
|
|
|
|
|
|
$
|
216,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HCP, Inc.
Funds From Operations Information
In thousands, except per share data
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
|
|
Six Months Ended
June 30,
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008 (1)
|
|
|
|
2009
|
|
|
2008 (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common shares
|
|
|
|
|
|
$
|
91,784
|
|
|
$
|
225,890
|
|
|
|
$
|
135,069
|
|
|
$
|
270,729
|
|
|
Depreciation and amortization of real estate, in-place lease and
other intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
|
79,606
|
|
|
|
77,861
|
|
|
|
|
160,143
|
|
|
|
155,493
|
|
|
Discontinued operations
|
|
|
|
|
|
|
23
|
|
|
|
1,827
|
|
|
|
|
84
|
|
|
|
6,553
|
|
|
Gain on sales of real estate
|
|
|
|
|
|
|
(30,540
|
)
|
|
|
(190,505
|
)
|
|
|
|
(31,897
|
)
|
|
|
(200,643
|
)
|
|
Equity income from unconsolidated joint ventures
|
|
|
|
|
|
|
(1,127
|
)
|
|
|
(1,221
|
)
|
|
|
|
(665
|
)
|
|
|
(2,509
|
)
|
|
FFO from unconsolidated joint ventures
|
|
|
|
|
|
|
6,940
|
|
|
|
5,108
|
|
|
|
|
12,571
|
|
|
|
11,728
|
|
|
Noncontrolling interests’ and participating securities’ share in
earnings
|
|
|
|
|
|
|
4,111
|
|
|
|
6,907
|
|
|
|
|
8,252
|
|
|
|
12,913
|
|
|
Noncontrolling interests’ and participating securities’ share in FFO
|
|
|
|
|
|
|
(4,703
|
)
|
|
|
(6,756
|
)
|
|
|
|
(9,497
|
)
|
|
|
(13,789
|
)
|
|
Funds from operations applicable to common shares (2)
|
|
|
|
|
|
$
|
146,094
|
|
|
$
|
119,111
|
|
|
|
$
|
274,060
|
|
|
$
|
240,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions on convertible units
|
|
|
|
|
|
$
|
2,941
|
|
|
$
|
2,398
|
|
|
|
$
|
4,561
|
|
|
$
|
7,163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted funds from operations applicable to common shares
|
|
|
|
|
|
$
|
149,035
|
|
|
$
|
121,509
|
|
|
|
$
|
278,621
|
|
|
$
|
247,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic funds from operations per common share (2)
|
|
|
|
|
|
$
|
0.55
|
|
|
$
|
0.51
|
|
|
|
$
|
1.06
|
|
|
$
|
1.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted funds from operations per common share (2)
|
|
|
|
|
|
$
|
0.55
|
|
|
$
|
0.50
|
|
|
|
$
|
1.05
|
|
|
$
|
1.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares used to calculate diluted funds from
operations per common share
|
|
|
|
|
|
|
271,457
|
|
|
|
241,314
|
|
|
|
|
264,243
|
|
|
|
234,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of merger-related charges and impairments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merger-related charges (3)
|
|
|
|
|
|
$
|
–
|
|
|
$
|
1,141
|
|
|
|
$
|
–
|
|
|
$
|
2,330
|
|
|
Impairments
|
|
|
|
|
|
|
5,906
|
|
|
|
9,715
|
|
|
|
|
5,906
|
|
|
|
9,715
|
|
|
|
|
|
|
|
|
$
|
5,906
|
|
|
$
|
10,856
|
|
|
|
$
|
5,906
|
|
|
$
|
12,045
|
|
|
Per common share impact of impairments and merger-related charges on
diluted funds from operations
|
|
|
|
|
|
$
|
0.02
|
|
|
$
|
0.05
|
|
|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
___________________________________________________
|
(1)
|
|
Presentation and certain computational changes have been made for
the adoption of 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 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. 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 June 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HCP, Inc.
Projected Funds From Operations (1)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROJECTED FUTURE OPERATIONS (Full Year 2009):
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
Low
|
|
|
|
|
|
High
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
|
|
|
|
|
|
|
|
$
|
0.98
|
|
|
|
|
|
|
$
|
1.04
|
|
|
Gain on sales of real estate
|
|
|
|
|
|
|
|
|
|
|
(0.12
|
)
|
|
|
|
|
|
|
(0.12
|
)
|
|
Real estate depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
1.19
|
|
|
|
|
|
|
|
1.19
|
|
|
Joint venture adjustments
|
|
|
|
|
|
|
|
|
|
|
0.08
|
|
|
|
|
|
|
|
0.08
|
|
|
Diluted funds from operations per common share
|
|
|
|
|
|
|
|
|
|
|
2.13
|
|
|
|
|
|
|
|
2.19
|
|
|
Impairments
|
|
|
|
|
|
|
|
|
|
|
0.02
|
|
|
|
|
|
|
|
0.02
|
|
|
Diluted funds from operations per common share before impairments
|
|
|
|
|
|
|
|
|
|
$
|
2.15
|
|
|
|
|
|
|
$
|
2.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
________________________________________
|
(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. Expect 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. 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HCP, Inc.
Reconciliation of Consolidated Financial Leverage to Total
Financial Leverage (“Financial Leverage”)
In thousands
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
2008
|
|
Total Gross Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated total assets
|
|
|
|
|
|
$
|
11,785,850
|
|
|
|
|
|
$
|
11,849,826
|
|
|
Investments in and advances to unconsolidated joint ventures
|
|
|
|
|
|
|
(264,346
|
)
|
|
|
|
|
|
(272,929
|
)
|
|
Accumulated depreciation and amortization
|
|
|
|
|
|
|
1,123,709
|
|
|
|
|
|
|
994,426
|
|
|
Accumulated depreciation and amortization from assets held for sale
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
24,257
|
|
|
|
Consolidated Gross Assets
|
|
|
|
|
|
$
|
12,645,213
|
|
|
|
|
|
$
|
12,595,580
|
|
|
HCP’s share of the Investment Management Platform (“IMP”) total
assets
|
|
|
|
|
|
|
553,071
|
|
|
|
|
|
|
561,397
|
|
|
HCP’s share of the IMP accumulated depreciation and amortization
|
|
|
|
|
|
|
55,760
|
|
|
|
|
|
|
46,629
|
|
|
|
Total Gross Assets
|
|
|
|
|
|
$
|
13,254,044
|
|
|
|
|
|
$
|
13,203,606
|
|
|
Total Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank line of credit
|
|
|
|
|
|
$
|
100,000
|
|
|
|
|
|
$
|
150,000
|
|
|
Bridge and term loans
|
|
|
|
|
|
|
200,000
|
|
|
|
|
|
|
520,000
|
|
|
Senior unsecured notes
|
|
|
|
|
|
|
3,518,147
|
|
|
|
|
|
|
3,523,513
|
|
|
Mortgage debt
|
|
|
|
|
|
|
1,592,712
|
|
|
|
|
|
|
1,641,734
|
|
|
Other debt
|
|
|
|
|
|
|
98,984
|
|
|
|
|
|
|
102,209
|
|
|
|
Consolidated Debt
|
|
|
|
|
|
$
|
5,509,843
|
|
|
|
|
|
$
|
5,937,456
|
|
|
HCP’s share of the IMP debt
|
|
|
|
|
|
|
343,949
|
|
|
|
|
|
|
346,470
|
|
|
|
Total Debt
|
|
|
|
|
|
$
|
5,853,792
|
|
|
|
|
|
$
|
6,283,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Debt/Consolidated Gross Assets
|
|
|
|
|
|
|
44
|
%
|
|
|
|
|
|
47
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Leverage
|
|
|
|
|
|
|
44
|
%
|
|
|
|
|
|
48
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Adjusted Fixed Charge Coverage
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
2008
|
|
|
Net income
|
|
|
|
|
|
$
|
101,178
|
|
|
|
$
|
238,080
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
|
75,340
|
|
|
|
|
85,446
|
|
|
Discontinued operations
|
|
|
|
|
|
|
—
|
|
|
|
|
140
|
|
|
Income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
|
841
|
|
|
|
|
1,274
|
|
|
Discontinued operations
|
|
|
|
|
|
|
130
|
|
|
|
|
—
|
|
|
Depreciation and amortization of real estate, in-place lease and
other intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
|
79,606
|
|
|
|
|
77,861
|
|
|
Discontinued operations
|
|
|
|
|
|
|
23
|
|
|
|
|
1,827
|
|
|
Equity income from unconsolidated joint ventures
|
|
|
|
|
|
|
(1,127
|
)
|
|
|
|
(1,221
|
)
|
|
HCP’s share of EBITDA from the IMP
|
|
|
|
|
|
|
10,603
|
|
|
|
|
10,624
|
|
|
Other joint venture adjustments
|
|
|
|
|
|
|
581
|
|
|
|
|
611
|
|
|
EBITDA
|
|
|
|
|
|
$
|
267,175
|
|
|
|
$
|
414,642
|
|
|
Impairments
|
|
|
|
|
|
|
5,906
|
|
|
|
|
9,715
|
|
|
Gain on sales of real estate
|
|
|
|
|
|
|
(30,540
|
)
|
|
|
|
(190,505
|
)
|
|
Adjusted EBITDA
|
|
|
|
|
|
$
|
242,541
|
|
|
|
$
|
233,852
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
|
75,340
|
|
|
|
|
85,446
|
|
|
Discontinued operations
|
|
|
|
|
|
|
—
|
|
|
|
|
140
|
|
|
HCP’s share of interest expense from the IMP
|
|
|
|
|
|
|
5,071
|
|
|
|
|
5,153
|
|
|
Capitalized interest
|
|
|
|
|
|
|
6,327
|
|
|
|
|
7,538
|
|
|
Preferred stock dividends
|
|
|
|
|
|
|
5,283
|
|
|
|
|
5,283
|
|
|
Fixed charges
|
|
|
|
|
|
$
|
92,021
|
|
|
|
$
|
103,560
|
|
|
Adjusted fixed charge coverage
|
|
|
|
|
|
|
2.6x
|
|
|
|
|
2.3x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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HCP, Inc.
Reporting Definitions
Adjusted Fixed Charge Coverage. Adjusted EBITDA divided by Fixed
Charges. The Company uses Adjusted Fixed Charge Coverage, a non-GAAP
financial measure, as a measure of liquidity. The Company believes
Adjusted Fixed Charge Coverage provides investors, particularly fixed
income investors, relevant and useful information because it measures
the Company’s ability to meet its interest payments on outstanding debt
and pay dividends to its preferred stockholders. The Company’s various
debt agreements contain covenants that require the Company 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 debt instruments of the Company. However, since this
ratio is derived from Adjusted EBITDA and Fixed Charges, its usefulness
is limited by the same factors that limit the usefulness of Adjusted
EBITDA and Fixed Charges. Further, the Company’s computation of Adjusted
Fixed Charge Coverage may not be comparable to similar fixed charge
coverage ratios reported by other companies.
Consolidated Debt represents the carrying amount of bank line of
credit, bridge and term loans, senior unsecured notes, mortgage debt and
other debt as reported in the Company’s consolidated financial
statements.
Consolidated Gross Assets represents the carrying amount of total
assets, excluding investments in and advances to unconsolidated joint
ventures, after adding back accumulated depreciation and amortization,
as reported in the Company’s consolidated financial statements.
Consolidated Secured Debt represents mortgage debt secured by
real estate as reported in the Company’s consolidated financial
statements.
EBITDA and Adjusted EBITDA represents the real estate industry’s
earnings before interest, taxes, depreciation and amortization
(“EBITDA”), a non-GAAP financial measure, as a measure of both operating
performance and liquidity. Adjusted EBITDA is calculated as EBITDA
excluding impairments and gains or losses from real estate dispositions.
The Company uses EBITDA and Adjusted EBITDA to measure both its
operating performance and liquidity. The Company considers Adjusted
EBITDA to provide investors relevant and useful information because it
permits investors to view income from its operations on an unleveraged
basis before the effects of taxes, non-cash depreciation and
amortization, impairments and gains or losses from real estate
dispositions. By excluding interest expense, Adjusted EBITDA allows
investors to measure the Company’s operating performance independent of
its capital structure and indebtedness and, therefore, allows for a more
meaningful comparison of its operating performance between quarters as
well as annual periods and to compare its operating performance to that
of other companies, both in the real estate industry and in other
industries. As a liquidity measure, the Company believes that EBITDA and
Adjusted EBITDA help investors analyze the Company’s ability to meet its
interest payments on outstanding debt and to make preferred dividend
payments. The Company believes investors should consider EBITDA and
Adjusted EBITDA, in conjunction with net income (the primary measure of
the Company’s performance) and the other required GAAP measures of its
performance and liquidity, to improve their understanding of the
Company’s operating results and liquidity, and to make more meaningful
comparisons of its performance between periods and as against other
companies. EBITDA and Adjusted EBITDA have limitations as analytical
tools and should be used in conjunction with the Company’s required GAAP
presentations. EBITDA and Adjusted EBITDA do not reflect the Company’s
historical cash expenditures or future cash requirements for capital
expenditures or contractual commitments. While Adjusted EBITDA is a
relevant and widely used measure of operating performance and liquidity,
it does not represent net income or cash flow from operations as defined
by GAAP and it should not be considered as an alternative to those
indicators in evaluating operating performance or liquidity. Further,
the Company’s computation of EBITDA and Adjusted EBITDA may not be
comparable to similar measures reported by other companies.
Financial Leverage represents Total Debt divided by Total Gross
Assets. The Company believes that its Financial Leverage is a meaningful
supplemental measure of its financial position, which enables both
management and investors to analyze its leverage and to compare its
leverage to that of other companies. The Company believes that the ratio
of consolidated debt to consolidated gross assets is the most directly
comparable U.S. generally accepted accounting principles (“GAAP”)
measure to Financial Leverage. The Company’s computation of its
financial leverage may not be identical to the computations of financial
leverage reported by other companies. The Company’s share of total debt
is not intended to reflect its actual liability or ability to access
assets should there be a default under any or all of such loans or a
liquidation of the joint ventures.
Investment Management Platform (“IMP”) includes the following
unconsolidated joint ventures: (i) HCP Life Science, (ii) HCP Ventures
II, (iii) HCP Ventures III, LLC and (iv) HCP Ventures IV, LLC.
Total Debt represents Consolidated Debt plus the Company’s pro
rata share of debt from the Investment Management Platform.
Total Gross Assets represents the Consolidated Gross Assets plus
the Company’s pro rata share of total assets from the Investment
Management Platform, after adding back accumulated depreciation and
amortization.
HCP
Thomas M. Herzog
Executive Vice President – Chief
Financial Officer and Treasurer
(562) 733-5309