EBITDAre, Adjusted EBITDAre, and Fixed Charge Coverage Adjusted EBITDAre EBITDAre, or EBITDA for Real Estate, is a supplemental performance measure defined by the National Association of Real Estate Investment Trusts (“Nareit”) and intended for real estate companies. It represents earnings before interest expense, income taxes, depreciation and amortization, gains or losses from sales of depreciable property (including gains or losses on change in control), and impairment charges (recoveries) related to depreciable property. Adjusted EBITDAre is defined as EBITDAre excluding other impairments (recoveries) and other losses (gains), transaction and merger-related items, prepayment costs (benefits) associated with early retirement or payment of debt, restructuring and severance-related charges, litigation costs (recoveries), casualty-related charges (recoveries), stock-based compensation amortization expense, and foreign currency remeasurement losses (gains), adjusted to reflect the impact of transactions that closed during the period as if the transactions were completed at the beginning of the period. Fixed Charge Coverage Adjusted EBITDAre is defined as Adjusted EBITDAre excluding the adjustment to reflect the impact of transactions that closed during the period as if the transactions were completed at the beginning of the period. EBITDAre, Adjusted EBITDAre, and Fixed Charge Coverage Adjusted EBITDAre include our pro rata share of our unconsolidated JVs presented on the same basis. We consider EBITDAre and Adjusted EBITDAre important supplemental measures to net income (loss) because they provide an additional manner in which to evaluate our operating performance and serve as additional indicators of our ability to service our debt obligations. Net income (loss) is the most directly comparable U.S. generally accepted accounting principles (“GAAP”) measure to EBITDAre and Adjusted EBITDAre.
Enterprise Debt Consolidated Debt plus our pro rata share of total debt from our unconsolidated JVs. Enterprise Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Enterprise Gross Assets Consolidated Gross Assets plus our pro rata share of total gross assets from our unconsolidated JVs, after adding back accumulated depreciation and amortization. Enterprise Gross Assets is a supplemental measure of our financial position, which, when used in conjunction with debt-related measures, enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Enterprise Secured Debt Consolidated Secured Debt plus our pro rata share of mortgage debt from our unconsolidated JVs. Enterprise Secured Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share of Enterprise Secured Debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Entrance Fees Certain of our CCRC communities have residency agreements which require the resident to pay an upfront entrance fee prior to taking occupancy at the community. For net income, NOI, Adjusted NOI, Nareit FFO, FFO as Adjusted, and AFFO, the non-refundable portion of the entrance fee is recorded as deferred entrance fee revenue and amortized over the estimated stay of the resident based on an actuarial valuation. The refundable portion of a resident’s entrance fee is generally refundable within a certain number of months or days following contract termination or upon the sale of the unit. All refundable amounts due to residents at any time in the future are classified as liabilities.
Financial Leverage Enterprise Debt divided by Enterprise Gross Assets. Financial Leverage is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Fixed Charges Total interest expense plus capitalized interest plus preferred stock dividends (if applicable). Fixed Charges also includes our pro rata share of the interest expense plus capitalized interest plus preferred stock dividends (if applicable) of our unconsolidated JVs. Fixed Charges is a supplemental measure of our interest payments on outstanding debt and dividends to preferred stockholders for purposes of presenting Fixed Charge Coverage and Adjusted Fixed Charge Coverage. Fixed Charges is subject to limitations and qualifications, as, among other things, it does not include all contractual obligations.
Funds From Operations (“Nareit FFO”) and FFO as Adjusted Nareit FFO. Funds from Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is net income (loss) applicable to common shares (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate, plus real estate-related depreciation and amortization, and adjustments to compute our share of Nareit FFO from joint ventures. Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of Nareit FFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. For consolidated joint ventures in which we do not own 100%, we reflect our share of the equity by adjusting our Nareit FFO to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint ventures, and the pro rata presentations of reconciling items included in Nareit FFO do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital.
The presentation of pro rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses and (ii) other companies in our industry may calculate their pro rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro rata financial information as a supplement.
3
Definitions
We believe Nareit FFO applicable to common shares and diluted FFO applicable to common shares are important supplemental non-GAAP measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term Nareit FFO was designed by the REIT industry to address this issue.
Nareit FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). We compute Nareit FFO in accordance with the current Nareit definition; however, other REITs may report Nareit FFO differently or have a different interpretation of the current Nareit definition from ours. For a reconciliation of net income (loss) to Nareit FFO and other relevant disclosures, refer to “Non-GAAP Financial Measures Reconciliations” below.
FFO as Adjusted. In addition, we present Nareit FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction and merger-related items, other impairments (recoveries) and other losses (gains), restructuring and severance-related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”). These adjustments are net of tax, when applicable, and are reflective of our share from our joint ventures. Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of FFO as Adjusted for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our FFO as Adjusted to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. See “Nareit FFO” above for further disclosures regarding our use of pro rata share information and its limitations. Transaction and merger-related items include transaction expenses and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities. Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Other impairments (recoveries) and other losses (gains) include interest income associated with early and partial repayments of loans receivable and other losses or gains associated with non-depreciable assets including goodwill, undeveloped land parcels, and loans receivable. Management believes that FFO as Adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. At the same time that Nareit created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain other adjustments to net income (loss), in addition to adjustments made to arrive at the Nareit defined measure of FFO. FFO as Adjusted is used by management in analyzing our business and the performance of our properties and we believe it is important that stockholders, potential investors, and financial analysts understand this measure used by management. We use FFO as Adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions, (ii) evaluate the performance of our management, (iii) budget and forecast future results to assist in the allocation of resources, (iv) assess our performance as compared with similar real estate companies and the industry in general, and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as Adjusted may not be comparable to those reported by other REITs.
Investment and Portfolio Investment Represents: (i) the carrying amount of real estate assets and intangibles, after adding back accumulated depreciation and amortization and (ii) the carrying amount of Debt Investments. Portfolio Investment also includes our pro rata share of the real estate assets and intangibles held in our unconsolidated JVs, presented on the same basis as Investment, and excludes noncontrolling interests' pro rata share of the real estate assets and intangibles held in our consolidated JVs, presented on the same basis. Investment and Portfolio Investment include land held for development.
Merger-Combined Same-Store (“SS”) Merger-Combined Same-Store Cash (Adjusted) NOI includes legacy Physicians Realty Trust properties that met the same-store criteria as if they were owned by the Company for the full analysis period. This information allows our investors, analysts, and Company management to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties, excluding properties within the other non-reportable segments. We include properties from our consolidated portfolio, as well as properties owned by our unconsolidated joint ventures in Merger-Combined Same-Store Adjusted NOI (see Cash (Adjusted) NOI definitions above for further discussion regarding our use of pro-rata share information and its limitations). Properties are included in Merger-Combined Same-Store once they are fully operating for the entirety of the comparative periods presented. A property is removed from Merger-Combined Same-Store when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations, or a significant tenant relocates from a Merger-Combined Same-Store property to a Merger-Combined non Same-Store property and that change results in a corresponding increase in revenue. We do not report Merger-Combined Same-Store metrics for our other non-reportable segments.
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.
Merger-Combined Same-Store Cash (Adjusted) NOI Merger-Combined Same-Store Cash (Adjusted) NOI is Merger-Combined Same-Store Cash Real Estate Revenues less Merger-Combined Same-Store Cash Operating Expenses.
Merger-Combined Same-Store Cash Operating Expenses Merger-Combined Same-Store Cash Operating Expenses are non-GAAP supplemental measures. Merger-Combined Same-Store Cash Operating Expenses represent property level operating expenses (which exclude transition costs) and exclude certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis. Merger-Combined Same-Store Cash Operating Expenses include consolidated operating expenses plus the Company's pro rata share of
4
Definitions
operating expenses from its unconsolidated JVs less noncontrolling interests' pro rata share of operating expenses from consolidated JVs. Merger-Combined Same-Store Cash Operating Expenses eliminates the effects of straight-line rents, lease termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee expense.
Merger-Combined Same-Store Cash Real Estate Revenues Merger-Combined Same-Store Cash Real Estate Revenues are non-GAAP supplemental measures. Merger-Combined Same-Store Cash Real Estate Revenues include rental related revenues, resident fees and services and exclude amortization of deferred revenue from tenant-funded improvements. Merger-Combined Same-Store Cash Real Estate Revenues include the Company's pro rata share from unconsolidated JVs presented on the same basis and exclude noncontrolling interests' pro rata share from consolidated JVs presented on the same basis. Merger-Combined Same-store Cash Real Estate Revenues eliminates the effects of straight-line rents, amortization of market lease intangibles, lease termination fees, and the impact of deferred community fee income.
Net Debt Enterprise Debt less the carrying amount of cash and cash equivalents, restricted cash, and expected net proceeds from the future settlement of shares issued through our equity forward contracts, as reported in our consolidated financial statements and our pro rata share of cash and cash equivalents and restricted cash from our unconsolidated JVs. Consolidated Debt is the most directly comparable GAAP measure to Net Debt. Net Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Net Debt to Adjusted EBITDAre Net Debt divided by Adjusted EBITDAre is a supplemental measure of our ability to decrease our debt. Because we may not be able to use our cash to reduce our debt on a dollar-for-dollar basis, this measure may have material limitations.
Portfolio Adjusted NOI Portfolio Adjusted NOI is Portfolio Cash Real Estate Revenues less Portfolio Cash Operating Expenses.
Portfolio Cash Operating Expenses Portfolio Cash Operating Expenses are non-GAAP supplemental measures. Portfolio Cash Operating Expenses represent property level operating expenses (which exclude transition costs). Portfolio Cash Operating Expenses include consolidated operating expenses plus the Company's pro rata share of operating expenses from its unconsolidated JVs less noncontrolling interests' pro rata share of operating expenses from consolidated JVs. Portfolio Cash Operating Expenses eliminates the effects of straight-line rents, lease termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee expense.
Portfolio Cash Real Estate Revenues Portfolio Cash Real Estate Revenues are non-GAAP supplemental measures. Portfolio Cash Real Estate Revenues include rental related revenues, resident fees and services, and government grant income which is included in Other income (expense), net in our Consolidated Statement of Operations. Portfolio Cash Real Estate Revenues include the Company's pro rata share from unconsolidated JVs presented on the same basis and exclude noncontrolling interests' pro rata share from consolidated JVs presented on the same basis. Portfolio Cash Real Estate Revenues eliminates the effects of straight-line rents, amortization of market lease intangibles, lease termination fees, and the impact of deferred community fee income.
Portfolio Income Cash (Adjusted) NOI plus interest income plus our pro rata share of Cash (Adjusted) NOI from our unconsolidated JVs less noncontrolling interests' pro rata share of Cash (Adjusted) NOI from consolidated JVs. Management believes that Portfolio Income is an important supplemental measure because it provides relevant and useful information regarding our performance; specifically, it is a measure of our property level profitability of the Company inclusive of interest income. Management believes that net income (loss) is the most directly comparable GAAP measure to Portfolio Income. Portfolio Income 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.
Projected Stabilized Cash Yield Projected Cash (Adjusted) NOI at stabilization divided by the expected total development costs. Management considers Projected Stabilized Yield a useful metric for investors as it helps provide context to the expected effects that development projects will have on the Company’s future performance once stabilized.
Redevelopment Properties that incur major capital expenditures to significantly improve, change the use, or reposition the property pursuant to a formal redevelopment plan. Newly completed redevelopments, are considered fully operating once the property is placed in service. Redevelopment costs include only the incremental costs for the project.
REVPOR The 3-month average Cash Real Estate Revenues per occupied unit for the most recent period available. REVPOR excludes newly completed assets under lease-up, assets sold, acquired or converted to a new operating structure during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations. REVPOR cannot be derived from the information presented for the Other portfolio as units reflect 100% of the unit capacities for unconsolidated JVs and revenue is at the Company's pro rata share. All facility occupancy data was derived solely from information provided by operators without independent verification by us. REVPOR relates to our Other non-reportable segment. REVPOR is a metric used to evaluate the revenue-generating capacity and profit potential of our other assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our other assets.
REVPOR CCRC The 3-month average Cash Real Estate Revenues per occupied unit excluding Cash NREFs for the most recent period available. REVPOR CCRC excludes newly completed assets under lease-up, assets sold, or acquired during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations. All facility occupancy data was derived solely from information provided by operators without independent verification by us. REVPOR CCRC is a metric used to evaluate the revenue-generating capacity and profit potential of our CCRC assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our CCRC assets.
RIDEA A structure whereby a taxable REIT subsidiary is permitted to rent a healthcare facility from its parent REIT and hire an independent contractor to operate the facility.
Secured Debt Ratio Enterprise Secured Debt divided by Enterprise Gross Assets. Secured Debt Ratio is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of Total Secured Debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
5
Definitions
Segments The Company’s diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) outpatient medical; (ii) lab; and (iii) continuing care retirement community (“CCRC”).
Segment Portfolio NOI and Cash (Adjusted) NOI, Portfolio Income, and SS
In thousands
Corporate Non-Segment
Three Months Ended
September 30, 2023
December 31, 2023
March 31, 2024
June 30, 2024
September 30, 2024
Net income (loss)
$
(69,457)
$
(66,223)
$
(200,409)
$
(102,735)
$
(96,917)
Interest income and other
—
—
(692)
(954)
(1,175)
Interest expense
46,733
49,264
56,780
69,856
68,853
General and administrative
23,093
21,556
23,299
26,718
23,216
Transaction and merger-related costs
47
11,875
107,025
7,264
6,241
Other (income) expense, net
(1,203)
(456)
299
(2,877)
(2,156)
Income tax (benefit) expense
787
(11,842)
13,698
2,728
1,938
Non-property level NOI
—
(4,174)
—
—
—
Merger-Combined SS Adjusted NOI(2)
$
—
$
—
$
—
$
—
$
—
21
Reconciliations
Segment Portfolio NOI and Cash (Adjusted) NOI, Portfolio Income, and SS
In thousands
For the nine months ended September 30, 2024
Outpatient Medical
Lab
CCRC
Other Non- reportable
Corporate Non-segment
Total
Net income (loss)
$
253,425
$
393,912
$
(5,159)
$
14,753
$
(400,300)
$
256,631
Interest income and other
—
—
—
(25,063)
(2,821)
(27,884)
Interest expense
11,231
—
2,963
—
195,728
209,922
Depreciation and amortization
447,819
232,480
102,437
—
—
782,736
General and administrative
—
—
—
—
73,233
73,233
Transaction and merger-related costs
1,043
490
49
—
120,531
122,113
Impairments and loan loss reserves, net
—
—
—
11,346
—
11,346
(Gain) loss on sales of real estate, net
(132,369)
(55,255)
—
—
—
(187,624)
Other (income) expense, net
(1,376)
(78,766)
1,413
(38)
(4,735)
(83,502)
Income tax (benefit) expense
—
—
—
—
18,364
18,364
Equity (income) loss from unconsolidated joint ventures
9,218
(6,813)
—
(998)
—
1,407
Healthpeak's share of unconsolidated joint venture NOI
10,327
9,741
—
16,681
—
36,749
Noncontrolling interests' share of consolidated joint venture NOI
(20,063)
(144)
—
—
—
(20,207)
Adjustments to NOI(1)
(27,573)
(51,624)
(1,645)
106
—
(80,736)
Portfolio Adjusted NOI
$
551,682
$
444,021
$
100,058
$
16,787
$
—
$
1,112,548
Pre-Merger legacy Physicians Realty Trust Adjusted NOI
61,398
—
—
—
—
61,398
Merger-Combined non-SS Adjusted NOI
(45,107)
(81,907)
793
(16,787)
—
(143,008)
Merger-Combined SS Adjusted NOI(2)
$
567,973
$
362,114
$
100,851
$
—
$
—
$
1,030,938
22
Reconciliations
Segment Portfolio NOI and Cash (Adjusted) NOI, Portfolio Income, and SS
In thousands
For the nine months ended September 30, 2023
Outpatient Medical
Lab
CCRC
Other Non- reportable
Corporate Non-segment
Total
Net income (loss)
$
168,037
$
298,145
$
(20,374)
$
24,445
$
(210,891)
$
259,362
Interest income and other
—
—
—
(16,802)
—
(16,802)
Interest expense
5,791
—
5,470
—
136,286
147,547
Depreciation and amortization
215,617
247,463
98,277
—
—
561,357
General and administrative
—
—
—
—
73,576
73,576
Transaction and merger-related costs
171
209
412
—
2,306
3,098
Impairments and loan loss reserves, net
—
—
—
(156)
—
(156)
(Gain) loss on sales of real estate, net
(21,312)
(60,498)
—
(4,653)
—
(86,463)
Other (income) expense, net
(517)
(1)
(260)
72
(3,502)
(4,208)
Government grant income
—
—
184
—
—
184
Income tax (benefit) expense
—
—
—
—
2,225
2,225
Equity (income) loss from unconsolidated joint ventures
(585)
(3,155)
—
(2,906)
—
(6,646)
Healthpeak's share of unconsolidated joint venture NOI
1,350
3,532
—
16,346
—
21,228
Noncontrolling interests' share of consolidated joint venture NOI
(18,887)
(341)
—
—
—
(19,228)
Adjustments to NOI(1)
(11,373)
(25,618)
(679)
(59)
—
(37,729)
Portfolio Adjusted NOI
$
338,292
$
459,736
$
83,030
$
16,287
$
—
$
897,345
Pre-Merger legacy Physicians Realty Trust Adjusted NOI
233,483
—
—
—
—
233,483
Merger-Combined non-SS Adjusted NOI
(21,755)
(108,446)
855
(16,287)
—
(145,633)
Merger-Combined SS Adjusted NOI(2)
$
550,020
$
351,290
$
83,885
$
—
$
—
$
985,195
______________________________________
(1)Adjustments to NOI eliminates the effects of straight-line rents, amortization of market lease intangibles, lease termination fees, the impact of deferred community fee income, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fees expense.
(2)Merger-Combined Same-Store Adjusted NOI include the results from operations of the legacy Physicians Realty Trust properties that met the same-store definition as if they were owned by the Company for the entirety of the periods presented.
23
Reconciliations
Property Count Reconciliations
As of September 30, 2024
Property Count Reconciliation
Outpatient Medical
Lab
CCRC
Other
Total
Prior Quarter Total Property Count
585
139
15
19
758
Assets sold
(59)
—
—
—
(59)
New Developments
1
—
—
—
1
Current Quarter Total Property Count
527
139
15
19
700
Recent acquisitions
(3)
—
—
—
(3)
Assets in Development
(7)
(4)
—
—
(11)
Recently completed Developments
(1)
(1)
—
—
(2)
Assets in Redevelopment
—
(17)
—
—
(17)
Recently completed Redevelopments
(3)
(4)
—
—
(7)
Segment exclusions
—
—
—
(19)
(19)
Significant tenant relocation
—
(2)
—
—
(2)
Three-Month SS Property Count
513
111
15
—
639
Recent acquisitions
(2)
—
—
—
(2)
Recently completed Redevelopments
(1)
(1)
—
—
(2)
Nine-Month SS Property Count
510
110
15
—
635
Sequential SS
Outpatient Medical
Lab
CCRC
Other
Total
Prior Quarter Three-Month SS Property Count
569
112
15
—
696
Acquisitions
2
—
—
—
2
Assets in Redevelopment
—
(1)
—
—
(1)
Prior Development/Redevelopment
1
1
—
—
2
Significant tenant relocation
—
(1)
—
—
(1)
Assets sold
(59)
—
—
—
(59)
Current Quarter Three-Month SS Property Count
513
111
15
—
639
24
Reconciliations
Common Stock and Equivalents
In thousands
Weighted Average Shares
Weighted Average Shares
Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
Shares Outstanding September 30, 2024
Diluted EPS
Diluted Nareit FFO
Diluted FFO as Adjusted
Diluted AFFO
Diluted EPS
Diluted Nareit FFO
Diluted FFO as Adjusted
Diluted AFFO
Common stock
699,405
699,349
699,349
699,349
699,349
667,536
667,536
667,536
667,536
Common stock equivalent securities(1):
Restricted stock units
963
137
137
137
137
150
150
150
150
OP units
3,177
660
1,606
1,606
1,606
410
1,190
1,190
1,190
Convertible partnership units
13,558
—
13,623
13,623
13,623
—
12,252
12,252
12,252
Total common stock and equivalents
717,103
700,146
714,715
714,715
714,715
668,096
681,128
681,128
681,128
______________________________________
(1)The weighted average shares for the three months ended September 30, 2024 represent the current dilutive impact, using the treasury stock method, of approximately 1.0 million restricted stock units, 3.2 million OP Units, and 13.6 million DownREIT units.
25
Reconciliations
Net Income to Adjusted EBITDAre
In thousands
Three Months Ended September 30, 2024
Net income (loss)
$
92,738
Interest expense
74,105
Income tax expense (benefit)
1,938
Depreciation and amortization
280,019
Other depreciation and amortization
807
Loss (gain) on sales of real estate
(62,325)
Loss (gain) upon change of control
430
Share of unconsolidated JV:
Interest expense
5,859
Income tax expense (benefit)
24
Depreciation and amortization
12,127
EBITDAre
$
405,722
Transaction and merger-related items
2,743
Other impairments (recoveries) and other losses (gains)
441
Casualty-related charges (recoveries)
2,074
Stock-based compensation amortization expense
3,755
Impact of transactions closed during the period(1)
(598)
Adjusted EBITDAre
$
414,137
Impact of transactions closed during the period(1)
598
Fixed Charge Coverage Adjusted EBITDAre(2)
$
414,735
Adjusted Fixed Charge Coverage
In thousands
Three Months Ended September 30, 2024
Interest expense, including unconsolidated JV interest expense at share
$
79,964
Capitalized interest, including unconsolidated JV capitalized interest at share
16,681
Fixed Charges
$
96,645
Adjusted Fixed Charge Coverage
4.3x
______________________________________
(1)Adjustment reflects the impact of transactions that closed during the period as if the transactions were completed at the beginning of the period.
(2)Fixed Charge Coverage Adjusted EBITDAre is utilized in the calculation of Adjusted Fixed Charge Coverage and excludes the impact of transactions that closed during the period for consistency with the calculation of Fixed Charges.