PR Newswire | Aug 4, 2020 04:16PM EDT

08/04 15:16 CDT

Healthpeak Properties(tm) Reports Second Quarter 2020 Results IRVINE, Calif., Aug. 4, 2020

IRVINE, Calif., Aug. 4, 2020 /PRNewswire/ -- Healthpeak Properties, Inc. (NYSE: PEAK) today announced results for the second quarter ended June 30, 2020. For the quarter, we generated net income of $0.09 per share, NAREIT FFO of $0.34 per share, FFO as Adjusted of $0.40 per share and blended Total Same-Store Portfolio Cash NOI results of (2.2%).

SECOND QUARTER 2020 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS

- The COVID-19 pandemic continues to evolve rapidly. In order to provide more up-to-date information about the impact of COVID-19 on Healthpeak, we have included certain key operating metrics through July 2020 in this release.

- Balance sheet and liquidity:

* In June 2020, issued $600 million of 2.875% senior unsecured notes due 2031 and used proceeds to redeem all of Healthpeak's outstanding $300 million 3.150% senior unsecured notes due August 2022 and to repurchase $250 million of Healthpeak's 4.250% senior unsecured notes due November 2023, pursuant to a tender offer completed in June 2020. Healthpeak incurred losses on debt extinguishment of $26 million in June and approximately $18 million in July in connection with the refinancings. Following these transactions, Healthpeak has no material scheduled debt maturities until November 2023. * As of July 31, 2020, had $2.85 billion of liquidity including full availability on Healthpeak's $2.5 billion revolving credit facility and approximately $350 million of cash and cash equivalents.

- Transactions:

* In June 2020, closed on the previously announced sale of the three Frost Street medical office buildings in San Diego, CA, generating proceeds of approximately $106 million, representing a cash capitalization rate of 6.0%. * In April 2020, closed on the previously announced $320 million life science acquisition of The Post, a 426,000 square foot life science property located within the Route 128 submarket of Boston, Massachusetts. The stabilized cash and GAAP capitalization rates are 5.1% and 6.5%, respectively.

- Development completion:

* Delivered a 52,000 square foot, three-story Class A medical office building, located on HCA's campus of Lee's Summit Medical Center, in Lee's Summit, Missouri. The development was 51% leased to HCA upon delivery.

- Development leasing:

* In July 2020, signed two leases totaling 60,000 square feet, with a weighted average lease term of 8.5 years, bringing the 75 Hayden Avenue development to 100% leased. The project is expected to be completed and delivered in the third quarter of 2021. * In June 2020, signed a 17-year lease with a full-building user totaling 74,000 square feet at our Boardwalk development project in San Diego, California. The 190,000 square foot Class A, three-building development is now 39% pre-leased.

- Declared quarterly common stock cash dividend of $0.37 per share to be paid on August 25, 2020, to stockholders of record as of the close of business on August 14, 2020.

- Published 9th annual ESG Report covering 2019 environmental, social and governance (ESG) initiatives and progress; and named to Corporate Responsibility Magazine's 100 Best Corporate Citizens List for the second consecutive year.

SECOND QUARTER COMPARISON

Three Months Ended Three Months Ended June 30, 2020 June 30, 2019

(in thousands, except per share amounts) Amount Per Share Amount Per Share

Net income (loss), diluted $ 51,131 $ 0.09 $ (13,991) $ (0.03)

NAREIT FFO, diluted 182,367 0.34 199,906 0.41

FFO as Adjusted, diluted 216,547 0.40 214,385 0.44

AFFO, diluted 193,790 196,551

NAREIT FFO, FFO as Adjusted, AFFO, Same-Store Cash NOI, Net Debt and Adjusted EBITDAre are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance and financial position of real estate investment trusts (see the "Funds From Operations" and "Adjusted Funds From Operations" sections of this release for additional information). See "June 30, 2020 Discussion and Reconciliation of Non-GAAP Financial Measures" for definitions, discussions of their uses and inherent limitations, and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP on the Investor Relations section of our website at http://ir.healthpeak.com/quarterly-results.

SAME-STORE ("SS") OPERATING SUMMARY

The table below outlines the year-over-year three-month and year-to-date SS Cash NOI growth:

Year-Over-Year Total SS Portfolio Cash NOI Growth

Three Month Year-To-Date % of SS

Medical office 1.3% 1.8% 42.5%

Life science 7.3% 5.3% 34.6%

Senior housing^(1)(2) (21.2)% (6.2)% 19.2%

Other non-reportable segments ("Other") 2.9% 4.1% 3.8%

Total Portfolio^(1)(2) (2.2%) 1.4% 100.0%



Same-Store year-over-year three-month Portfolio Cash NOI growth includes(1)government grants under the CARES Act of $1.9 million and identifiable COVID-19 expenses of $6.3 million in the SHOP portfolio.

Same-Store year-over-year year-to-date Portfolio Cash NOI growth (2)includes government grants under the CARES Act of $0.4 million and identifiable COVID-19 expenses of $4.1 million in the SHOP portfolio.

JULY 2020 PRELIMINARY UPDATES (Life Science, Medical Office and Hospitals)

July 2020 data is based on preliminary information and is subject to change. (SF = square feet)

Indicator As of, or for the month ended, July 31, 2020 Commentary (unless otherwise noted)

LIFE SCIENCE

Down 60 bpsOccupancy 96.3% since June 30 due to known vacates

Year-to-dateLeasing 102,000 SF of executed leases (82,000 SF of ahead of new leasing) original expectations

96% of new leasing commitmentsLetters of Intent 169,000 SF of executed LOIs in lease driven by documentation (78,000 SF of new leasing) existing tenants looking to expand

July Rent Payments 99% received Ahead of June collections

In June, finalized short-term deferralsRent Relief Requests No new material requests in July with 2 tenants totaling approximately $1 million

MEDICAL OFFICE

Occupancy 91.1% Unchanged from June 30

Year-to-dateLeasing 230,000 SF of executed leases (28,000 SF of ahead of new leasing) original expectations

Slightly lower thanLetters of Intent 367,000 SF of executed LOIs in lease monthly documentation (121,000 SF of new leasing) average but YTD above 2019

Deferral program represents previouslyJuly Rent Payments 98% of contractual rents received announced program done in conjunction with HCA

$6 million in total rent deferralsRent Deferral Payments 96% of rent deferrals due in July have been (267 paid tenants); $1 million to be paid back per month

HOSPITALS

July Rent Payments 100% received

JULY 2020 PRELIMINARY UPDATES (Senior Housing)

July 2020 data is based on preliminary information and is subject to change. (SF = square feet)

Indicator As of, or for the month ended, July 31, 2020 Commentary (unless otherwise noted)

SENIOR HOUSING: SHOP^(1)(2)(3)

Spot declined 110 bps vs. Spot occupancy (July 31): 77.8% June 30Occupancy Average Daily Census (July): 77.8% Average Daily Census declined 50 bps vs. June

86% of our Declined 62% vs. July 2019; Declined 32% vs. propertiesMove-ins June 2020 are now accepting move-ins

July is the thirdMove-outs Declined 19% vs. July 2019; Declined 1% vs. consecutive June 2020 month move-outs declined

Operators continue toLeads Declined 31% vs. July 2019; Declined 2% vs. prioritize June 2020 digital marketing platforms

Tours were Declined 52% vs. July 2019; Declined 8% vs. almostTours June 2020 entirely virtual / digital

SENIOR HOUSING: CCRC^(1)(2)(3)

Spot Occupancy Average Daily Census (July 31) (July)

IL/AL/MC Occupancy 82.7% 82.9%

Total spot occupancySNF Occupancy 62.7% 60.2% decreased 20 bps vs. June 30

Total averageTotal Occupancy 79.3% 79.1% daily census declined 40 bps vs. June

93% of our IL /AL/MC properties are now acceptingIL/AL/MC Move-ins Declined 78% vs. July 2019; Declined 72% vs. move-ins. For June 2020 CCRCs the last month of a quarter is typically a stronger leasing month

July is the secondIL/AL/MC Move-outs Declined 28% vs. July 2019; Declined 12% vs. consecutive June 2020 month move-outs declined

Operators continue toIL/AL/MC Leads Declined 17% vs. July 2019; Declined 2% vs. prioritize June 2020 digital marketing platforms

Tours were Increased 43% vs. July 2019; Increased 94% almostIL/AL/MC Tours vs. June 2020 entirely virtual / digital

SENIOR HOUSING (SHOP and CCRC) EXPENSE UPDATE

Second quarter total expenses were incrementally ~1.6% higher than original 2020 expectations, which is below the low end of the outlook range of 5-15% provided inQ2 2020 Expense Results The COVID-19 impact on total expenses was May. COVID-19(July not yet available) ~1.6% related expenses were in-line with expectations, with the favorable expense variance driven by lower than expected compensation, marketing and repairs and maintenance.

SENIOR HOUSING: NNN TENANT UPDATES

July Rent Payments 97% received + 3% deferred

SENIOR HOUSING: KNOWN COVID-19 POSITIVE CASES

New COVID positive resident cases in our senior housing facilities as of late July have declinedBased on the reports Healthpeak receives from its operators across by more than218 properties, as of July 31, 2020, Healthpeak had 111 properties 50% from themanaged by 15 different operators with confirmed resident COVID-19 peak incases, and 59 of those affected properties had experienced resident mid-April. 80deaths. of our 111 COVID-19 resident positive properties are 14 or more days from the most recent exposure.



(1)Properties that are held for sale, in redevelopment or in development are excluded from reporting statistics.

Move-in and move-out data exclude skilled nursing beds in our SHOP and (2)CCRC portfolios given the Medicare residents usually have lengths of stay of 30 days or less.

Skilled nursing units in our portfolio received $14.9 million of (3)Coronavirus Aid, Relief, and Economic Security ("CARES") Act funding in 2Q20. This represents pro rata funding provided to all Medicare providers.

2020 OUTLOOK UPDATE

Please see pages 44 - 46 in the Second Quarter 2020 Supplemental Report for a revised outlook and earnings framework.

COMPANY INFORMATION

Healthpeak has scheduled a conference call and webcast for Wednesday, August 5, 2020, at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) to present its performance and operating results for the second quarter ended June 30, 2020. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (international). The conference ID number is 3883068. You may also access the conference call via webcast in the Investor Relations section of our website at http://ir.healthpeak.com. An archive of the webcast will be available on Healthpeak's website through August 5, 2021, and a telephonic replay can be accessed through August 12, 2020, by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (international) and entering conference ID number 10145906. Our Supplemental Report for the current period is also available, with this earnings release, in the Investor Relations section of our website.

ABOUT HEALTHPEAK

Healthpeak Properties, Inc. is a fully integrated real estate investment trust (REIT) and S&P 500 company. Healthpeak owns and develops high-quality real estate in the three private-pay healthcare asset classes of Life Science, Senior Housing and Medical Office, designed to provide stability through the inevitable industry cycles. At Healthpeak, we pair our deep understanding of the healthcare real estate market with a strong vision for long-term growth. For more information regarding Healthpeak, visit www.healthpeak.com.

FORWARD-LOOKING STATEMENTS

Statements in this release 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, joint venture transactions, leasing activity, capital recycling plans, financing activities, or other transactions discussed in this release; (ii) the payment of a quarterly cash dividend; and (iii) statements regarding the impact of the COVID-19 pandemic on our business, financial condition and results of operations. 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: the severity and duration of the COVID-19 pandemic; actions that have been taken and may continue to be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact; the impact of the COVID-19 pandemic and health and safety measures taken to reduce the spread; operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; the ability of our existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and manage their expenses in order to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; the imposition of laws or regulations prohibiting the eviction of our tenants, including new governmental efforts in response to COVID-19; the financial condition of our existing and future tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding our ability to continue to realize the full benefit of such tenants' and operators' leases and borrowers' loans; our concentration in the healthcare property sector, particularly in senior housing, life sciences and medical office buildings, which makes our profitability more vulnerable to a downturn in a specific sector than if we were investing in multiple industries; the effect on us and our tenants and operators of legislation, executive orders and other legal requirements, including compliance with the Americans with Disabilities Act, fire, safety and health regulations, environmental laws, the Affordable Care Act, licensure, certification and inspection requirements, and laws addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements or fines for noncompliance; our ability to identify replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith; the risks associated with property development and redevelopment, including costs above original estimates, project delays and lower occupancy rates and rents than expected; the potential impact of uninsured or underinsured losses, including as a result of hurricanes, earthquakes and other natural disasters, pandemics such as COVID-19, acts of war and/or terrorism and other events that may cause such losses and/or performance declines by us or our tenants and operators; the risks associated with 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; competition for the acquisition and financing of suitable healthcare properties as well as competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases; our or our counterparties' ability to fulfill obligations, such as financing conditions and/or regulatory approval requirements, required to successfully consummate acquisitions, dispositions, transitions, developments, redevelopments, joint venture transactions or other transactions; our ability to achieve the benefits of acquisitions or other investments within expected time frames or at all, or within expected cost projections; the potential impact on us and our tenants, operators and borrowers from current and future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect our costs of compliance or increase the costs, or otherwise affect the operations, of our tenants and operators; our ability to foreclose on collateral securing our real estate-related loans; volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in our credit ratings, the value of our common stock, and other conditions that may adversely impact our ability to fund our obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic and other conditions, including the ongoing economic downturn, volatility in the financial markets and high unemployment rates; our ability to manage our indebtedness level and changes in the terms of such indebtedness; competition for skilled management and other key personnel; our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; our ability to maintain our qualification as a real estate investment trust; 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.

CONTACT

Barbat RodgersSenior Director - Investor Relations949-407-0400

Healthpeak Properties, Inc.

Consolidated Balance Sheets

In thousands, except share and per share data

(unaudited)

June 30, 2020 December 31, 2019

Assets

Real estate:

Buildings and improvements $ 12,841,242 $ 11,120,039

Development costs and construction in 678,146 692,336progress

Land 2,113,871 1,992,602

Accumulated depreciation and amortization (2,846,260) (2,771,922)

Net real estate 12,786,999 11,033,055

Net investment in direct financing leases 44,706 84,604

Loans receivable, net of reserves of $14,115 253,774 190,579and $0

Investments in and advances to unconsolidated 460,386 825,515joint ventures

Accounts receivable, net of allowance of 73,432 59,417$9,487 and $4,565

Cash and cash equivalents 730,957 144,232

Restricted cash 105,684 40,425

Intangible assets, net 537,555 331,693

Assets held for sale, net 378,708 504,394

Right-of-use asset, net 193,729 172,486

Other assets, net 750,510 646,491

Total assets $ 16,316,440 $ 14,032,891

Liabilities and Equity

Bank line of credit and commercial paper $ - $ 93,000

Term loan 249,062 248,942

Senior unsecured notes 5,992,193 5,647,993

Mortgage debt 487,532 276,907

Intangible liabilities, net 110,732 74,991

Liabilities of assets held for sale, net 32,648 36,369

Lease liability 177,029 156,611

Accounts payable, accrued liabilities, and 847,080 540,924other liabilities

Deferred revenue 751,443 289,680

Total liabilities 8,647,719 7,365,417

Commitments and contingencies

Common stock, $1.00 par value: 750,000,000shares authorized; 538,317,896 and 538,318 505,222505,221,643 shares issued and outstanding

Additional paid-in capital 10,222,728 9,183,892

Cumulative dividends in excess of earnings (3,660,187) (3,601,199)

Accumulated other comprehensive income (loss) (2,186) (2,857)

Total stockholders' equity 7,098,673 6,085,058

Joint venture partners 370,347 378,061

Non-managing member unitholders 199,701 204,355

Total noncontrolling interests 570,048 582,416

Total equity 7,668,721 6,667,474

Total liabilities and equity $ 16,316,440 $ 14,032,891

Healthpeak Properties, Inc.

Consolidated Statements of Operations

In thousands, except per share data

(unaudited)

Three Months Ended Six Months Ended June 30, June 30,

2020 2019 2020 2019

Revenues:

Rental and related revenues $ 312,363 $ 301,197 $ 627,051 $ 595,419

Resident fees and services 269,697 177,766 533,202 304,461

Income from direct financing leases 2,150 10,190 5,419 23,714

Interest income 4,230 2,414 7,918 4,127

Total revenues 588,440 491,567 1,173,590 927,721

Costs and expenses:

Interest expense 57,550 56,942 115,926 106,269

Depreciation and amortization 178,488 165,296 367,764 297,247

Operating 315,841 213,993 691,854 382,920

General and administrative 23,720 27,120 46,069 48,475

Transaction costs 627 1,337 15,475 5,855

Impairments and loan loss reserves (recoveries), net 24,050 68,538 63,173 77,396

Total costs and expenses 600,276 533,226 1,300,261 918,162

Other income (expense):

Gain (loss) on sales of real estate, net 82,863 11,448 247,732 19,492

Loss on debt extinguishments (25,824) (1,135) (24,991) (1,135)

Other income (expense), net 19,586 21,008 230,194 24,141

Total other income (expense), net 76,625 31,321 452,935 42,498

Income (loss) before income taxes and equity income (loss) from 64,789 (10,338) 326,264 52,057unconsolidated joint ventures

Income tax benefit (expense) 7,346 1,864 40,390 5,322

Equity income (loss) from unconsolidated joint ventures (17,086) (1,506) (29,065) (2,369)

Net income (loss) 55,049 (9,980) 337,589 55,010

Noncontrolling interests' share in earnings (3,543) (3,617) (7,003) (7,137)

Net income (loss) attributable to Healthpeak Properties, Inc. 51,506 (13,597) 330,586 47,873

Participating securities' share in earnings (375) (394) (1,800) (837)

Net income (loss) applicable to common shares $ 51,131 $ (13,991) $ 328,786 $ 47,036

Earnings per common share:

Basic $ 0.09 $ (0.03) $ 0.63 $ 0.10

Diluted $ 0.09 $ (0.03) $ 0.63 $ 0.10

Weighted average shares outstanding:

Basic 538,262 478,739 522,427 478,260

Diluted 538,517 478,739 523,498 479,885

Healthpeak Properties, Inc.

Funds From Operations

In thousands, except per share data

(unaudited)

Three Months Ended Six Months Ended June 30, June 30,

2020 2019 2020 2019

Net income (loss) applicable $ 51,131 $ (13,991) $ 328,786 $ 47,036to common shares

Real estate related 178,488 165,296 367,764 297,247depreciation and amortization

Healthpeak's share of realestate related depreciation 25,618 15,123 55,228 30,200and amortization fromunconsolidated joint ventures

Noncontrolling interests'share of real estate related (4,980) (5,013) (10,023) (9,934)depreciation and amortization

Other real estate-related 891 1,357 2,128 3,442depreciation and amortization

Loss (gain) on sales of real (82,863) (11,448) (247,732) (19,492)estate, net

Healthpeak's share of loss(gain) on sales of real (1,519) - (9,248) -estate, net, fromunconsolidated joint ventures

Noncontrolling interests'share of gain (loss) on sales (3) 208 (3) 208of real estate, net

Loss (gain) upon change of (2,528) (11,501) (169,962) (11,501)control, net^(1)

Taxes associated with real 335 - (11,540) -estate dispositions

Impairments (recoveries) of 17,797 58,391 48,519 67,249depreciable real estate, net

NAREIT FFO applicable to 182,367 198,422 353,917 404,455common shares

Distributions on dilutive - 1,484 3,501 3,279convertible units and other

Diluted NAREIT FFO applicable $ 182,367 $ 199,906 $ 357,418 $ 407,734to common shares

Diluted NAREIT FFO per common $ 0.34 $ 0.41 $ 0.68 $ 0.84share

Weighted average sharesoutstanding - diluted NAREIT 538,517 485,054 529,009 484,435FFO

Impact of adjustments toNAREIT FFO:

Transaction-related items^(2) $ 685 $ 6,435 $ 93,064 $ 12,324

Other impairments(recoveries) and other losses 6,291 10,147 (27,015) 10,147(gains), net^(3)

Severance and related charges - 3,728 - 3,728

Loss on debt extinguishments^ 25,824 1,135 24,991 1,135(4)

Litigation costs (recoveries) 100 (527) 206 (399)

Casualty-related charges - (6,242) - (6,242)(recoveries), net^(5)

Foreign currency 143 (159) 153 (187)remeasurement losses (gains)

Tax rate legislation impact^ (697) - (3,589) -(6)

Total adjustments 32,346 14,517 87,810 20,506

FFO as Adjusted applicable to 214,713 212,939 441,727 424,961common shares

Distributions on dilutive 1,834 1,446 3,390 3,226convertible units and other

Diluted FFO as Adjusted $ 216,547 $ 214,385 $ 445,117 $ 428,187applicable to common shares

Diluted FFO as Adjusted per $ 0.40 $ 0.44 $ 0.84 $ 0.88common share

Weighted average sharesoutstanding - diluted FFO as 544,018 485,054 529,009 484,435Adjusted



_______________________________________

For the six months ended June 30, 2020, relates to the gain on consolidation of 13 continuing care retirement communities ("CCRCs") in which we acquired Brookdale's interest and began consolidating during the(1)first quarter of 2020. For the three and six months ended June 30, 2019, represents the gain related to the acquisition of the outstanding equity interests in a previously unconsolidated senior housing joint venture. Gains upon change of control are included in other income (expense), net in the consolidated statements of operations.

For the six months ended June 30, 2020, includes the termination fee and transition fee expenses related to terminating the management agreements with Brookdale for 13 CCRCs and transitioning those communities to LCS, (2)partially offset by the tax benefit recognized related to those expenses. The expense related to terminating the CCRC management agreements with Brookdale is included in operating expenses in the consolidated statement of operations for the six months ended June 30, 2020.

For the three months ended June 30, 2020, represents additional reserves for loan losses under the current expected credit losses accounting standard in accordance with Accounting Standards Codification 326, Financial Instruments - Credit Losses ("ASC 326") and the impairment of an undeveloped MOB land parcel, which is classified as held-for-sale. The(3)six months ended June 30, 2020 also includes additional reserves for loan losses under ASC 326 and a gain on sale of a hospital that was in a direct financing lease ("DFL"). For the three and six months ended June 30, 2019, represents the impairment of 13 senior housing triple-net facilities under DFLs recognized as a result of entering into sales agreements.

(4)For all periods presented, primarily represents the premium associated with the prepayment of senior unsecured notes and mortgage debt.

For the three and six months ended June 30, 2019, represents incremental (5)insurance proceeds received for property damage and other associated costs related to hurricanes in 2017.

For the three and six months ended June 30, 2020, represents the tax (6)benefit of the CARES Act extending the net operating loss carryback period to five years.

Healthpeak Properties, Inc.

Adjusted Funds From Operations

In thousands

(unaudited)

Three Months Ended Six Months Ended June 30, June 30,

2020 2019 2020 2019

FFO as Adjusted applicable to $ 214,713 $ 212,939 $ 441,727 $ 424,961common shares

Amortization of deferred 4,984 4,308 8,972 7,898compensation

Amortization of deferred financing 2,534 2,740 5,116 5,440costs

Straight-line rents (8,316) (5,695) (14,544) (11,940)

AFFO capital expenditures (18,781) (19,513) (40,572) (38,733)

Lease restructure payments 328 292 619 580

CCRC entrance fees^(1) - 4,845 - 8,340

Deferred income taxes (6,686) (3,897) (1,899) (7,629)

Other AFFO adjustments^(2) 3,150 (952) 109 (2,381)

AFFO applicable to common shares 191,926 195,067 399,528 386,536

Distributions on dilutive 1,864 1,484 3,501 3,278convertible units and other

Diluted AFFO applicable to common $ 193,790 $ 196,551 $ 403,029 $ 389,814shares

Weighted average shares 544,018 485,054 529,009 484,435outstanding - diluted AFFO



_______________________________________

In connection with the acquisition of the remaining 51% interest in the CCRC JV in January 2020, we consolidated the 13 communities in the CCRC JV and recorded the assets and liabilities at their acquisition date relative fair values, including the CCRC contract liabilities associated with previously collected non-refundable entrance fees. In conjunction with increasing those CCRC contract liabilities to their fair value, we concluded that we will no longer adjust for the timing difference (1)between non-refundable entrance fees collected and amortized as we believe the amortization of these fees is a meaningful representation of how we satisfy the performance obligations of the fees. As such, upon consolidation of the CCRC assets, we no longer exclude the difference between CCRC entrance fees collected and amortized from the calculation of AFFO. For comparative periods presented, the adjustment continues to represent our 49% share of non-refundable entrance fees collected by the CCRC JV, net of reserves and net of CCRC JV entrance fee amortization.

Primarily includes our share of AFFO capital expenditures from (2)unconsolidated joint ventures, partially offset by noncontrolling interests' share of AFFO capital expenditures from consolidated joint ventures.

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SOURCE Healthpeak Properties, Inc.