| 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, transitions, developments, redevelopments, densifications, joint
venture transactions, leasing activity and commitments, capital recycling plans, financing
activities, or other transactions; (ii) development and densification opportunities; (iii) outlooks
related to outpatient medical, lab, and CCRCs; and (iv) potential capital sources and uses.
You should not place undue reliance on these forward-looking statements. Pending
acquisitions, dispositions, joint venture transactions, leasing activity, and financing activity,
including those that are 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 presentation, 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, labor costs, and unemployment; risks associated with the
merger transactions with Physicians Realty Trust (the “Mergers”), including, but not limited
to, potential loss or disruption of current and prospective commercial relationships due to the
uncertainties about the Mergers, and the outcome of legal proceedings instituted against us,
our Board of Directors, and others related to the Mergers; our ability to integrate the
operations of the Company and Physicians Realty Trust successfully and realize the
anticipated synergies and other benefits of the Mergers 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 a 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
RIDEA structures; 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 investments in joint ventures and unconsolidated
entities, including our lack of sole decision making authority and our reliance on our partners’
financial condition and continued cooperation; our 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;
ESG and sustainability commitments and requirements, as well as stakeholder expectations;
epidemics, pandemics, or other infectious diseases, including 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 the
possibility of a cybersecurity incident or cybersecurity threat affect our information systems
or the information systems of our tenants, operators or borrowers; 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; 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 CARES Act Provider Relief Fund and other Covid-related stimulus and
relief programs; our ability to maintain our qualification as a 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 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. Except as required by law, we do not
undertake, and hereby disclaim, any obligation to update any forward-looking statements,
which speak only as of the date on which they are made.
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 fourth quarter 2023 Discussion and Reconciliation of Non-GAAP Financial Measures
available on our website at http://ir.healthpeak.com/quarterly-results.
Investor Presentation – March 2024 2 |
