| Disclaimers
This Healthpeak Properties, Inc. (the “Company”) presentation is solely for your information,
is subject to change and speaks only as of the date hereof. This presentation is not complete
and is only a summary of the more detailed information included elsewhere, including in our
Securities and Exchange Commission (“SEC”) filings. No representation or warranty,
express or implied, is made and you should not place undue reliance on the accuracy,
fairness or completeness of the information presented.
Forward-Looking Statements
Statements contained in this presentation that are not historical facts are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements include, among other things, statements regarding our and our officers’ intent,
belief or expectation as identified by the use of words such as “may,” “will,” “project,”
“expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,”
“estimate,” “could,” “would,” “should” and other comparable and derivative terms or the
negatives thereof.
Examples of forward-looking statements include, among other things: (i) statements
regarding timing, outcomes and other details relating to current, pending or contemplated
acquisitions, dispositions, developments, redevelopments, densifications, joint venture
transactions, leasing activity and commitments, financing activities, or other transactions
discussed in this release, including statements regarding our anticipated synergies from our
merger with Physicians Realty Trust (the "Merger"); (ii) information presented under the
heading “Current 2024 Guidance” and outlooks relating to lab and outpatient medical; and
(iii) potential capital sources and uses. Pending acquisitions, dispositions, development or
redevelopment activity, joint venture transactions, leasing activity, and financing activity,
including those subject to binding agreements, remain subject to closing conditions and may
not be completed within the anticipated timeframes or at all. Forward-looking statements
reflect our current expectations and views about future events and are subject to risks and
uncertainties that could significantly affect our future financial condition and results of
operations. While forward-looking statements reflect our good faith belief and assumptions
we believe to be reasonable based upon current information, we can give no assurance that
our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of
any such forward-looking statement contained in this release, and such forward-looking
statements are subject to known and unknown risks and uncertainties that are difficult to
predict. These risks and uncertainties include, but are not limited to: macroeconomic trends,
including inflation, interest rates, construction and labor costs, and unemployment; risks
associated with the merger, including, but not limited to, our ability to integrate the
operations of the Company and Physicians Realty Trust successfully and realize the
anticipated synergies and other benefits of the Merger or do so within the anticipated time
frame; changes within the industries in which we operate; significant regulation, funding
requirements, and uncertainty faced by our lab tenants; factors adversely affecting our
tenants’, operators’, or borrowers’ ability to meet their financial and other contractual
obligations to us; the insolvency or bankruptcy of one or more of our major tenants,
operators, or borrowers; our concentration of real estate investments in the healthcare
property sector, which makes us more vulnerable to a downturn in that specific sector than if
we invested across multiple sectors; the illiquidity of real estate investments; our ability to
identify and secure new or replacement tenants and operators; our property development,
redevelopment, and tenant improvement risks, including project abandonments, project
delays, and lower profits than expected; the ability of the hospitals on whose campuses our
outpatient medical buildings are located and their affiliated healthcare systems to remain
competitive or financially viable; our ability to develop, maintain, or expand hospital and
health system client relationships; operational risks associated with third-party management
contracts, including the additional regulation and liabilities of our properties operated through
structures permitted by the Housing and Economic Recovery Act of 2008, which includes
most of the provisions previously proposed in the REIT Investment Diversification and
Empowerment Act of 2007 (commonly referred to as “RIDEA”); economic conditions, natural
disasters, weather, and other conditions that negatively affect geographic areas where we
have concentrated investments; uninsured or underinsured losses, which could result in
significant losses and/or performance declines by us or our tenants and operators; our use
of joint ventures that may limit our returns on and our flexibility with jointly owned
investments; our use of fixed rent escalators, contingent rent provisions, and/or rent
escalators based on the Consumer Price Index; competition for suitable healthcare
properties to grow our investment portfolio; our ability to foreclose or exercise rights on
collateral securing our real estate-related loans; any requirement that we recognize
reserves, allowances, credit losses, or impairment charges; investment of substantial
resources and time in transactions that are not consummated; our ability to successfully
integrate or operate acquisitions; the potential impact on us and our tenants, operators, and
borrowers from litigation matters, including rising liability and insurance costs; environmental
compliance costs and liabilities associated with our real estate investments; our ability to
satisfy environmental, social and governance and sustainability commitments and
requirements, as well as stakeholder expectations; epidemics, pandemics, or other infectious
diseases, including the coronavirus disease (Covid), and health and safety measures
intended to reduce their spread; human capital risks, including the loss or limited availability
of our key personnel; our reliance on information technology systems and any material
failure, inadequacy, interruption, or security failure of that technology; volatility, disruption, or
uncertainty in the financial markets; increased borrowing costs, including due to rising
interest rates; cash available for distribution to stockholders and our ability to make dividend
distributions at expected levels; the availability of external capital on acceptable terms or at
all, including due to rising interest rates, changes in our credit ratings and the value of our
common stock, bank failures or other events affecting financial institutions and other factors;
our ability to manage our indebtedness level and covenants in and changes to the terms of
such indebtedness; the failure of our tenants, operators, and borrowers to comply with
federal, state, and local laws and regulations, including resident health and safety
requirements, as well as licensure, certification, and inspection requirements; required
regulatory approvals to transfer our senior housing properties; compliance with the
Americans with Disabilities Act and fire, safety, and other regulations; laws or regulations
prohibiting eviction of our tenants; the requirements of, or changes to, governmental
reimbursement programs such as Medicare or Medicaid; legislation to address federal
government operations and administrative decisions affecting the Centers for Medicare and
Medicaid Services; our participation in the Coronavirus, Aid, Relief and Economic Security
Act Provider Relief Fund and other Covid-related stimulus and relief programs; our ability to
maintain our qualification as a real estate investment trust (“REIT”); our taxable REIT
subsidiaries being subject to corporate level tax; tax imposed on any net income from
“prohibited transactions”; changes to U.S. federal income tax laws, and potential deferred
and contingent tax liabilities from corporate acquisitions; calculating non-REIT tax earnings
and profits distributions; ownership limits in our charter that restrict ownership in our stock;
provisions of Maryland law and our charter that could prevent a transaction that may
otherwise be in the interest of our stockholders; conflicts of interest between the interests of
our stockholders and the interests of holders of Healthpeak OP, LLC (“Healthpeak OP”)
common units; provisions in the operating agreement of Healthpeak OP and other
agreements that may delay or prevent unsolicited acquisitions and other transactions; our
status as a holding company of Healthpeak OP; and other risks and uncertainties described
from time to time in our Securities and Exchange Commission filings.
Moreover, other risks and uncertainties of which we are not currently aware may also affect
our forward-looking statements, and may cause actual results and the timing of events to
differ materially from those anticipated. The forward-looking statements made in this
communication are made only as of the date hereof or as of the dates indicated in the
forward-looking statements, even if they are subsequently made available by us on our
website or otherwise. We do not undertake any obligation to update or supplement any
forward-looking statements to reflect actual results, new information, future events, changes
in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
Market and Industry Data
This presentation also includes market and industry data that the Company has obtained
from market research, publicly available information and industry publications. The accuracy
and completeness of such information are not guaranteed. Such data is often based on
industry surveys and preparers’ experience in the industry. Similarly, although Healthpeak
believes that the surveys and market research that others have performed are reliable, such
surveys and market research are subject to assumptions, estimates and other uncertainties
and Healthpeak has not independently verified this information.
Non-GAAP Financial Measures
This presentation contains certain supplemental non-GAAP financial measures. While the
Company believes that non-GAAP financial measures are helpful in evaluating its operating
performance, the use of non-GAAP financial measures in this presentation should not be
considered in isolation from, or as an alternative for, a measure of financial or operating
performance as defined by GAAP. We caution you that there are inherent limitations
associated with the use of each of these supplemental non-GAAP financial measures as an
analytical tool. Additionally, the Company’s computation of non-GAAP financial measures
may not be comparable to those reported by other REITs. You can find reconciliations of the
non-GAAP financial measures to the most directly comparable GAAP financial measures in
the third quarter 2024 Discussion and Reconciliation of Non-GAAP Financial Measures
available on our website at http://ir.healthpeak.com/quarterly-results. This document is
hereafter referred to as the “3Q24 Non-GAAP” in these materials.
Investor Presentation – November 2024 2 |
