HEALTHPEAK PROPERTIES INC
For the period ended Sep 30, 2024. Filed Oct 25, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Oct 25, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-07-26.
0001628280-24-033154
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-10-25.
0001628280-24-043814
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 347 previous paragraphs and 345 current paragraphs.
250 unchanged; 72 reworded; 22 added; 16 removed; 9 previous and 1 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
As described in Note 14 to the Consolidated Financial Statements, our chief operating decision maker (“CODM”) evaluates the performance of our reportable business segments based on Adjusted NOI for the reportable segments, which we also refer to as Total Portfolio Adjusted NOI for our reportable segments. For further information, including information reconciling our Adjusted NOI for reportable segments to our income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures, refer to Note 14 to the Consolidated Financial Statements.
Current report
•an increase in interest income related to mezzanine and secured loans receivable acquired as part of the Merger and seller financing provided in connection with the disposition of 59 outpatient medical buildings in July 2024.
Current report
•an increase in interest income related to mezzanine and secured loans receivable acquired as part of the Merger and seller financing provided in connection with the disposition of 59 outpatient medical buildings in July 2024.
Current report
(3)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 14 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.
Current report
•annual rent escalations;
Current report
•higher average occupancy; and
Current report
•lower operating expenses from our internalization of property management.
Current report
The following table summarizes results at and for the nine months ended September 30, 2024 and 2023 (dollars and square feet in thousands, except per square foot data):
Current report
(3)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 14 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.
Current report
•higher operating expenses, net of savings from our internalization of property management.
Current report
(1)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 14 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.
Current report
(3)Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.
Current report
(4)Average annual total revenues does not include non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).
Current report
(5)Base rent does not include tenant recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).
Current report
•higher operating expenses, net of savings from our internalization of property management; and
Current report
The following table summarizes results at and for the nine months ended September 30, 2024 and 2023 (dollars and square feet in thousands, except per square foot data):
Current report
(2)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 14 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.
Current report
•higher operating expenses, net of savings from our internalization of property management; and
Current report
(1)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 14 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.
Current report
(3)Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.
Current report
(2)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 14 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.
Current report
Other investment commitments. During the three months ended September 30, 2024, we made an initial investment of $1 million in a property technology fund that makes venture capital investments in early-stage real estate and construction-related companies (the “PropTech Investment”). At September 30, 2024, our remaining funding commitment to the PropTech Investment is $9 million, which is expected to be funded over the next five years. See Note 16 to the Consolidated Financial Statements for additional information.
Removed paragraphs (16)
Previous report
•a decrease in loan loss reserves primarily as a result of principal repayments on loans receivable during the second quarter of 2024.
Previous report
Net income (loss) applicable to common shares decreased primarily as a result of the following:
Previous report
•loan loss reserves.
Previous report
(3)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI. Refer to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI. See Note 14 to the Consolidated Financial Statements for a reconciliation of Adjusted NOI by segment to net income (loss).
Previous report
•higher operating expenses.
Previous report
The following table summarizes results at and for the six months ended June 30, 2024 and 2023 (dollars and square feet in thousands, except per square foot data):
Previous report
(3)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI. Refer to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI. See Note 14 to the Consolidated Financial Statements for a reconciliation of Adjusted NOI by segment to net income (loss).
Previous report
•annual rent escalations; and
Previous report
•higher operating expenses.
Previous report
(2)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI. Refer to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI. See Note 14 to the Consolidated Financial Statements for a reconciliation of Adjusted NOI by segment to net income (loss).
Previous report
•higher operating expenses; and
Previous report
The following table summarizes results at and for the six months ended June 30, 2024 and 2023 (dollars and square feet in thousands, except per square foot data):
Previous report
(2)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI. Refer to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI. See Note 14 to the Consolidated Financial Statements for a reconciliation of Adjusted NOI by segment to net income (loss).
Previous report
•higher operating expenses; and
Previous report
(2)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI. Refer to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI. See Note 14 to the Consolidated Financial Statements for a reconciliation of Adjusted NOI by segment to net income (loss).
Previous report
(2)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI. Refer to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI. See Note 14 to the Consolidated Financial Statements for a reconciliation of Adjusted NOI by segment to net income (loss).
Reworded paragraphs (72)
Previous wording
•our ability to satisfy environmental, social, and governance (“ESG”) and sustainability commitments and requirements, as well as stakeholder expectations;
Current wording
•our ability to satisfy environmental, social, and governance and sustainability commitments and requirements, as well as stakeholder expectations;
Previous wording
On March 1, 2024 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated October 29, 2023 (the “Merger Agreement”), by and among us, DOC DR Holdco, LLC (formerly known as Alpine Sub, LLC), one of our wholly owned subsidiaries (“DOC DR Holdco”), DOC DR, LLC (formerly known as Alpine OP Sub, LLC), a wholly owned subsidiary of Healthpeak OP (“DOC DR OP Sub”), Physicians Realty Trust, Physicians Realty L.P. (the “Physicians Partnership”): (i) Physicians Realty Trust merged with and into DOC DR Holdco (the “Company Merger”), with DOC DR Holdco surviving as our wholly owned subsidiary (the “Company Surviving Entity”); (ii) immediately following the effectiveness of the Company Merger, we contributed all of the outstanding equity interests in the Company Surviving Entity to Healthpeak OP (the “Contribution”); and (iii) immediately following the Contribution, Physicians Partnership merged with and into DOC DR OP Sub (the “Partnership Merger” and, together with the Company Merger, the “Merger”), with DOC DR OP Sub surviving as a subsidiary of Healthpeak OP. Subsequent to the Closing Date, the “Combined Company” means Healthpeak and its subsidiaries.
Current wording
On March 1, 2024 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated October 29, 2023 (the “Merger Agreement”), by and among us, DOC DR Holdco, LLC, one of our wholly owned subsidiaries (“DOC DR Holdco”), DOC DR, LLC, a wholly owned subsidiary of Healthpeak OP (“DOC DR OP Sub”), Physicians Realty Trust, Physicians Realty L.P. (the “Physicians Partnership”): (i) Physicians Realty Trust merged with and into DOC DR Holdco (the “Company Merger”), with DOC DR Holdco surviving as our wholly owned subsidiary (the “Company Surviving Entity”); (ii) immediately following the effectiveness of the Company Merger, we contributed all of the outstanding equity interests in the Company Surviving Entity to Healthpeak OP (the “Contribution”); and (iii) immediately following the Contribution, Physicians Partnership merged with and into DOC DR OP Sub (the “Partnership Merger” and, together with the Company Merger, the “Merger”), with DOC DR OP Sub surviving as a subsidiary of Healthpeak OP. Subsequent to the Closing Date, the “Combined Company” means Healthpeak and its subsidiaries.
Previous wording
At June 30, 2024, our portfolio of investments, including properties in our unconsolidated joint ventures, consisted of interests in 758 properties. The following table summarizes information for our reportable and other non-reportable segments for the three months ended June 30, 2024 (dollars in thousands):
Current wording
At September 30, 2024, our portfolio of investments, including properties in certain of our unconsolidated joint ventures, consisted of interests in 700 properties: (i) Outpatient medical – 527 properties; (ii) Lab – 139 properties; (iii) CCRC – 15 properties; and (iv) Other non-reportable – 19 properties. The following table summarizes information for our reportable segments for the three months ended September 30, 2024 (dollars in thousands):
Previous wording
(1)Total Portfolio metrics include results of operations from disposed properties through the disposition date. See “Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information regarding Adjusted NOI and see Note 14 to the Consolidated Financial Statements for a reconciliation of Adjusted NOI by segment to net income (loss).
Current wording
(1)Our Adjusted NOI for our reportable segments, which we also refer to as Total Portfolio Adjusted NOI for our reportable segments, includes results of operations from disposed properties through the disposition date. See Note 14 to the Consolidated Financial Statements for a reconciliation of Adjusted NOI by reportable segment to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. See our Segment Analysis below for additional information.
Previous wording
Increased interest rates, persistent inflation, ongoing geopolitical tensions, and increased volatility in public and private equity and fixed income markets have led to increased costs and limited the availability of capital. In addition, increased interest rates could adversely impact our borrowing costs, the fair value of our fixed rate instruments, and real estate values generally, including our real estate.
Current wording
Increased interest rates, ongoing geopolitical tensions, and volatility in public and private equity and fixed income markets have led to increased costs and limitations on the availability of capital. In addition, increased interest rates could adversely impact our borrowing costs, the fair value of our fixed rate instruments, transaction volume, and real estate values generally, including our real estate. While there have been signs that the impact of increased interest rates and limitations on the availability of capital are moderating, there can be no assurance that this will continue to be the case.
Previous wording
We have also been affected by inflation in construction costs over the past few years, which, together with rising costs of capital, have adversely affected the expected yields on our development and redevelopment projects. While there have been signs that cost pressures are moderating, there can be no assurance that this will continue to be the case.
Current wording
We have also been affected by increased costs relating to tenant improvements and construction, which, together with rising costs of capital, have adversely affected, and in the future may adversely affect the expected yields on our development and redevelopment projects. While there have been signs that cost pressures are moderating, there can be no assurance that this will continue to be the case.
Previous wording
We continuously monitor the effects of domestic and global events, including but not limited to inflation, increased interest rates, and challenges in the financial markets, on our operations and financial position, as well as on the operations and financial position of our tenants, operators, and borrowers, to enable us to remain responsive and adaptable to the dynamic changes in our operating environment.
Current wording
We continuously monitor the effects of domestic and global events, including but not limited to inflation, interest rates, and challenges in the financial markets, on our operations and financial position, and on the operations and financial position of our tenants, operators, and borrowers, to enable us to remain responsive and adaptable to the dynamic changes in our operating environment.
Previous wording
•In July 2024, we completed negotiations and subsequently closed the sale of a portfolio of 59 outpatient medical buildings for $674 million and provided the buyer with a mortgage loan secured by the real estate sold for $405 million.
Current wording
•In July 2024, we sold a portfolio of 59 outpatient medical buildings for $674 million and provided the buyer with a mortgage loan secured by the real estate sold for $405 million.
Previous wording
•During the six months ended June 30, 2024, the following projects were placed in service: (i) a portion of one lab development project with total project costs of $29 million, (ii) one outpatient medical development project held in a consolidated joint venture of which our share of total project costs was $22 million, (iii) one lab redevelopment project with total project costs of $14 million, (iv) a portion of one lab redevelopment project with total project costs of $13 million, and (v) a portion of one lab redevelopment building held in one of our unconsolidated South San Francisco JVs of which our share of total project costs was $9 million.
Current wording
•During the nine months ended September 30, 2024, the following projects were placed in service: (i) a portion of one lab development project with total project costs of $54 million, (ii) a portion of one lab development project with total project costs of $29 million, (iii) one outpatient medical development project held in a consolidated joint venture of which our share of total project costs was $22 million, (iv) one lab redevelopment building held in one of our unconsolidated South San Francisco JVs of which our share of total project costs was $15 million, (v) one lab redevelopment project with total project costs of $14 million, (vi) a portion of one lab redevelopment project with total project costs of $13 million, and (vii) a portion of one lab redevelopment building held in one of our unconsolidated South San Francisco JVs of which our share of total project costs was $9 million.
Previous wording
•During the six months ended June 30, 2024, we repurchased 9.4 million shares of our common stock under our 2022 Share Repurchase Program (as defined below) at a weighted average price of $17.83 per share for a total of $168 million.
Current wording
•During the nine months ended September 30, 2024, we repurchased 10.5 million shares of our common stock under our 2022 Share Repurchase Program (as defined below) at a weighted average price of $17.98 per share for a total of $188 million.
Previous wording
•During the six months ended June 30, 2024, we refinanced one of our existing seller financing loans receivable, extended the maturity date to August 2027, and received aggregate partial principal repayments of $74 million.
Current wording
•During the nine months ended September 30, 2024, we refinanced one of our existing seller financing loans receivable, extended the maturity date to August 2027, and received aggregate partial principal repayments of $74 million.
Previous wording
•In July, we executed an early lease renewal for approximately 2 million square feet leased by CommonSpirit Health, which is subject to a master agreement, which extends the weighted average lease term of existing leases from July 2027 to December 2035, amends the contractual rents to current market rates, and increases the annual contractual lease escalations from 2.5% to 3.0%.
Current wording
•During the three months ended September 30, 2024, we executed an early lease renewal for approximately 2 million square feet leased by CommonSpirit Health, which is subject to a master agreement, which extends the weighted average lease term of existing leases from July 2027 to December 2035, amends the contractual rents to current market rates, and increases the annual contractual lease escalations from 2.5% to 3.0%.
Previous wording
Adjusted NOI is oftentimes referred to as “Cash NOI.” Management believes Adjusted NOI is an important supplemental measure because it provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and present them on an unlevered basis. We use Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our Merger-Combined Same-Store (“Merger-Combined SS”) performance, as described below. We believe that net income (loss) is the most directly comparable GAAP measure to Adjusted NOI. Adjusted NOI should not be viewed as an alternative measure of operating performance to net income (loss) as defined by GAAP since it does not reflect various excluded items. Further, our definition of 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 Adjusted NOI. For a reconciliation of Adjusted NOI to net income (loss) by segment, refer to Note 14 to the Consolidated Financial Statements.
Current wording
Adjusted NOI is oftentimes referred to as “Cash NOI.” Management believes Adjusted NOI is an important supplemental measure because it provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and present them on an unlevered basis. We use Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our Merger-Combined Same-Store (“Merger-Combined SS”) performance, as described below. We believe that net income (loss) is the most directly comparable GAAP measure to Adjusted NOI. Adjusted NOI should not be viewed as an alternative measure of operating performance to net income (loss) as defined by GAAP since it does not reflect various excluded items. Further, our definition of 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 Adjusted NOI.
Previous wording
Management believes that continued reporting of the same-store portfolio for only pre-merger Healthpeak Properties, Inc. offers minimal value to investors who are seeking to understand the operating performance and growth potential of the Combined Company. The Company was provided access to the underlying financial statements of legacy Physicians Realty Trust (which financial statements have been audited or, in the case of interim periods, reviewed) and other detailed information about each property, such as the acquisition date. Based on this available information, the Company was able to consistently apply its same-store definition across the combined portfolio. As a result of the Merger, approximately 98% of the combined portfolio is represented in the Merger-Combined Same-Store presentation for the outpatient medical segment.
Current wording
Management believes that continued reporting of the same-store portfolio for only pre-merger Healthpeak Properties, Inc. offers minimal value to investors who are seeking to understand the operating performance and growth potential of the Combined Company. The Company was provided access to the underlying financial statements of legacy Physicians Realty Trust (which financial statements have been audited or, in the case of interim periods, reviewed) and other detailed information about each property, such as the acquisition date. Based on this available information, the Company was able to consistently apply its same-store definition across the combined portfolio. As a result of the Merger, approximately 97% of the combined portfolio is represented in the Merger-Combined Same-Store presentation for the outpatient medical segment for each of the three and nine months ended September 30, 2024.
Previous wording
Comparison of the Three and Six Months Ended June 30, 2024 to the Three and Six Months Ended June 30, 2023
Current wording
Comparison of the Three and Nine Months Ended September 30, 2024 to the Three and Nine Months Ended September 30, 2023
Previous wording
•an increase in gain on sales of depreciable real estate related to lab and outpatient medical building dispositions during 2024 as compared to 2023.
Current wording
•an increase in gain on sales of depreciable real estate related to outpatient medical building dispositions during 2024 as compared to 2023; and
Previous wording
•an increase in interest expense, primarily as a result of: (i) debt assumed as part of the Merger, including $1.25 billion aggregate principal amount of senior unsecured notes, $400 million aggregate principal amount of the 2028 Term Loan, and $128 million aggregate principal amount of mortgage debt, (ii) senior unsecured notes issued in May 2023, and (iii) borrowings under the 2029 Term Loan, which closed in March 2024; and
Current wording
•an increase in interest expense, primarily as a result of: (i) debt assumed as part of the Merger, including $1.25 billion aggregate principal amount of senior unsecured notes, $400 million aggregate principal amount of the 2028 Term Loan, and $128 million aggregate principal amount of mortgage debt and (ii) borrowings under the 2029 Term Loan, which closed in March 2024; and
Previous wording
FFO as Adjusted increased primarily as a result of the aforementioned events impacting Nareit FFO, except for the following, which are excluded from FFO as Adjusted:
Current wording
FFO as Adjusted increased primarily as a result of the aforementioned events impacting Nareit FFO, except for transaction and merger-related items, which are excluded from FFO as Adjusted.
Previous wording
AFFO increased primarily as a result of the aforementioned events impacting FFO as Adjusted, except for the impact of straight-line rents, which is excluded from AFFO, and higher AFFO capital expenditures during the period.
Current wording
AFFO increased primarily as a result of lower AFFO capital expenditures and the aforementioned events impacting FFO as Adjusted, except for the impact of straight-line rents and amortization of deferred financing costs and debt discounts (premiums) on amounts recognized in connection with the Merger, which are excluded from AFFO.
Previous wording
The following table summarizes results for the six months ended June 30, 2024 and 2023(1) (in thousands):
Current wording
The following table summarizes results for the nine months ended September 30, 2024 and 2023(1) (in thousands):
Previous wording
•an increase in Adjusted NOI generated from our lab and outpatient medical segments related to: (i) assets acquired as part of the Merger, (ii) development and redevelopment projects placed in service during 2023 and 2024, and (iii) new leasing activity during 2023 and 2024 (including the impact to straight-line rents); and
Current wording
•an increase in Adjusted NOI generated from our lab and outpatient medical segments related to: (i) assets acquired as part of the Merger, (ii) development and redevelopment projects placed in service during 2023 and 2024, and (iii) new leasing activity during 2023 and 2024 (including the impact to straight-line rents);
Previous wording
The decrease in net income (loss) applicable to common shares was partially offset by:
Current wording
The increase in net income (loss) applicable to common shares was partially offset by:
Previous wording
AFFO increased primarily as a result of the aforementioned events impacting FFO as Adjusted, except for the impact of straight-line rents, which is excluded from AFFO, and higher AFFO capital expenditures during the period.
Current wording
AFFO increased primarily as a result of the aforementioned events impacting FFO as Adjusted, except for the impact of straight-line rents, which is excluded from AFFO, partially offset by higher AFFO capital expenditures during the period.
Previous wording
The following tables provide selected operating information for our Merger-Combined Same-Store and total property portfolio for each of our reportable segments. For the three months ended June 30, 2024, our Merger-Combined Same-Store consists of 696 properties representing properties fully operating on or prior to April 1, 2023 and that remained in operation through June 30, 2024. For the six months ended June 30, 2024, our Merger-Combined Same-Store consists of 696 properties representing properties fully operating on or prior to January 1, 2023 and that remained in operation through June 30, 2024. Legacy Physicians Realty Trust properties that met the definition of Merger-Combined Same-Store are included in both periods presented as if they were owned by the Company for the full analysis period. See “Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information. Our total property portfolio consisted of 758 and 475 properties at June 30, 2024 and 2023, respectively. Included in our total property portfolio at each of June 30, 2024 and 2023 are 19 senior housing assets in our SWF SH JV.
Current wording
The following tables provide selected operating information for our Merger-Combined Same-Store and total property portfolio for each of our reportable segments. For the three months ended September 30, 2024, our Merger-Combined Same-Store consists of 639 properties representing properties fully operating on or prior to July 1, 2023 and that remained in operation through September 30, 2024. For the nine months ended September 30, 2024, our Merger-Combined Same-Store consists of 635 properties representing properties fully operating on or prior to January 1, 2023 and that remained in operation through September 30, 2024. Legacy Physicians Realty Trust properties that met the definition of Merger-Combined Same-Store are included in both periods presented as if they were owned by the Company for the full analysis period. See “Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information. Our total property portfolio consisted of 700 and 475 properties at September 30, 2024 and 2023, respectively. Included in our total property portfolio at each of September 30, 2024 and 2023 are 19 senior housing assets in our SWF SH JV.
Previous wording
(5)From our second quarter 2023 presentation of Same-Store, we added: (i) 290 properties acquired as part of the Merger, (ii) 7 stabilized developments placed in service, (iii) 4 stabilized redevelopments placed in service, and (iv) 1 stabilized acquisition, and we removed 10 assets that were sold.
Current wording
(5)From our third quarter 2023 presentation of Same-Store, we added: (i) 290 properties acquired as part of the Merger, (ii) 7 stabilized developments placed in service, (iii) 4 stabilized redevelopments placed in service, and (iv) 2 stabilized acquisitions, and we removed 69 assets that were sold.
Previous wording
•increased Adjusted NOI from the outpatient medical buildings acquired as part of the Merger;
Current wording
•Adjusted NOI from the outpatient medical buildings acquired as part of the Merger in 2024;
Previous wording
(5)From our second quarter 2023 presentation of Same-Store, we added: (i) 290 properties acquired as part of the Merger, (ii) 8 stabilized developments placed in service, (iii) 5 stabilized redevelopments placed in service, and (iv) 4 stabilized acquisitions, and we removed 10 assets that were sold.
Current wording
(5)From our third quarter 2023 presentation of Same-Store, we added: (i) 290 properties acquired as part of the Merger, (ii) 8 stabilized developments placed in service, (iii) 5 stabilized redevelopments placed in service, and (iv) 4 stabilized acquisitions, and we removed 69 assets that were sold.
Previous wording
•increased Adjusted NOI from the outpatient medical buildings acquired as part of the Merger;
Current wording
•Adjusted NOI from the outpatient medical buildings acquired as part of the Merger in 2024;
Previous wording
(3)From our second quarter 2023 presentation of Same-Store, we added: (i) five stabilized developments placed in service, (ii) two stabilized redevelopments placed in service, and (iii) two buildings that previously experienced a significant tenant relocation, and we removed: (i) nine buildings that were placed into redevelopment, (ii) seven assets that were sold, and (iii) two buildings that experienced a significant tenant relocation.
Current wording
(2)From our third quarter 2023 presentation of Same-Store, we added: (i) 4 stabilized developments placed in service, (ii) 3 stabilized redevelopments placed in service, and (iii) 2 buildings that previously experienced a significant tenant relocation, and we removed: (i) 11 buildings that were placed into redevelopment, (ii) 7 assets that were sold, and (iii) 2 buildings that experienced a significant tenant relocation.
Previous wording
(3)From our second quarter 2023 presentation of Same-Store, we added: (i) six stabilized developments placed in service, (ii) two stabilized redevelopments placed in service, and (iii) two buildings that previously experienced a significant tenant relocation, and we removed: (i) eight buildings that were placed into redevelopment, (ii) seven assets that were sold, and (iii) two buildings that experienced a significant tenant relocation.
Current wording
(3)From our third quarter 2023 presentation of Same-Store, we added: (i) 6 stabilized developments placed in service, (ii) 2 stabilized redevelopments placed in service, and (iii) 2 buildings that previously experienced a significant tenant relocation, and we removed: (i) 10 buildings that were placed into redevelopment, (ii) 7 assets that were sold, and (iii) 2 buildings that experienced a significant tenant relocation.
Previous wording
(3)From our second quarter 2023 presentation of Merger-Combined Same-Store, no properties were added or removed.
Current wording
(2)From our third quarter 2023 presentation of Merger-Combined Same-Store, no properties were added or removed.
Previous wording
(5)Represents average occupied units as reported by the operators for the three-month period.
Current wording
(4)Represents average occupied units as reported by the operators for the three-month period.
Previous wording
•higher costs of labor, management fees, and real estate taxes.
Current wording
•higher costs of labor, management fees, and advertising.
Previous wording
The following table summarizes results at and for the six months ended June 30, 2024 and 2023 (dollars in thousands, except per unit data):
Current wording
The following table summarizes results at and for the nine months ended September 30, 2024 and 2023 (dollars in thousands, except per unit data):
Previous wording
(3)From our second quarter 2023 presentation of Same-Store, no properties were added or removed.
Current wording
(3)From our third quarter 2023 presentation of Same-Store, no properties were added or removed.
Previous wording
(5)Represents average occupied units as reported by the operators for the six-month period.
Current wording
(5)Represents average occupied units as reported by the operators for the nine-month period.
Previous wording
•higher costs of labor, management fees, and real estate taxes.
Current wording
•higher costs of labor, management fees, and advertising.
Previous wording
The following table summarizes the results of our other income and expense items for the three and six months ended June 30, 2024 and 2023 (in thousands):
Current wording
The following table summarizes the results of our other income and expense items for the three and nine months ended September 30, 2024 and 2023 (in thousands):
Previous wording
Interest income and other increased for the three and six months ended June 30, 2024 primarily as a result of mezzanine and secured loans receivable acquired as part of the Merger, partially offset by principal repayments on loans receivable in 2023 and 2024.
Current wording
Interest income and other increased for the three and nine months ended September 30, 2024 primarily as a result of: (i) mezzanine and secured loans receivable acquired as part of the Merger and (ii) seller financing provided in connection with the disposition of 59 outpatient medical buildings in July 2024, partially offset by principal repayments on loans receivable in 2023 and 2024.
Previous wording
Interest expense increased for the three and six months ended June 30, 2024 primarily as a result of: (i) debt assumed as part of the Merger, including $1.25 billion aggregate principal amount of senior unsecured notes, $400 million aggregate principal amount of the 2028 Term Loan, and $128 million aggregate principal amount of mortgage debt, (ii) senior unsecured notes issued in January and May 2023, and (iii) borrowings under the 2029 Term Loan, which closed in March 2024, partially offset by lower borrowings on the commercial paper program.
Current wording
Interest expense increased for the three and nine months ended September 30, 2024 primarily as a result of: (i) debt assumed as part of the Merger, including $1.25 billion aggregate principal amount of senior unsecured notes, $400 million aggregate principal amount of the 2028 Term Loan, and $128 million aggregate principal amount of mortgage debt and (ii) borrowings under the 2029 Term Loan, which closed in March 2024, partially offset by lower borrowings on the commercial paper program. Interest expense further increased for the nine months ended September 30, 2024 as a result of senior unsecured notes issued in January and May 2023.
Showing the first 40 of 72 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Net income (loss) applicable to common shares increased primarily as a result of the following:
Rearranged previous paragraphs (9)
Previous report — wording carried elsewhere
•transaction and merger-related items; and
Previous report — wording carried elsewhere
•higher average occupancy; partially offset by
Previous report — wording carried elsewhere
(1)Total Portfolio includes results of operations from disposed properties through the disposition date.
Previous report — wording carried elsewhere
(5)Average annual total revenues does not include non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).
Previous report — wording carried elsewhere
(6)Base rent does not include tenant recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).
Previous report — wording carried elsewhere
(4)Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.
Previous report — wording carried elsewhere
(1)Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations.
Previous report — wording carried elsewhere
(4)Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.
Previous report — wording carried elsewhere
In July 2024 we repurchased an additional 1 million shares of our common stock under the 2022 Share Repurchase Program at a weighted average price of $19.42 per share for a total of $20 million.