Healthpeak Properties 10-Q 2022-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended June 30, 2022

or

For the transition period from to

Commission file number 001-08895

Healthpeak Properties, Inc.

(Exact name of registrant as specified in its charter)

5050 South Syracuse Street, Suite 800

Denver, CO 80237

(Address of principal executive offices) (Zip Code)

(720) 428-5050

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 1, 2022, there were 539,581,438 shares of the registrant’s $1.00 par value common stock outstanding.

HEALTHPEAK PROPERTIES, INC.

INDEX

PART I. FINANCIAL INFORMATION

Healthpeak Properties, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

See accompanying Notes to the Unaudited Consolidated Financial Statements.

Healthpeak Properties, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

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All references in this report to “Healthpeak,” the “Company,” “we,” “us” or “our” mean Healthpeak Properties, Inc., together with its consolidated subsidiaries. Unless the context suggests otherwise, references to “Healthpeak Properties, Inc.” mean the parent company without its subsidiaries.

Cautionary Language Regarding Forward-Looking Statements

Statements in this Quarterly Report on Form 10-Q that are not historical factual statements 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 (the “Exchange Act”). 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. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could cause actual results, including our future financial condition and results of operations, to differ materially from those expressed or implied by any forward-looking statements. You are urged to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance.

Forward-looking statements are based on certain assumptions and analysis made in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate under the circumstances. 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 Quarterly Report on Form 10-Q.

As more fully set forth under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, risks and uncertainties that may cause our actual results to differ materially from the expectations contained in the forward-looking statements include, among other things:

• the coronavirus (“Covid”) pandemic and health and safety measures intended to reduce its spread, the availability, effectiveness and public usage and acceptance of vaccines, and how quickly and to what extent normal economic and operating conditions can resume within the markets in which we operate;

• 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;

• increased competition, operating costs, and market changes affecting our tenants, operators, and borrowers;

• the financial condition of our tenants, operators, and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings;

• our concentration of real estate investments in the healthcare property sector, which makes us more vulnerable to a downturn in a specific sector than if we invested in multiple industries and exposes us to the risks inherent in illiquid investments;

• our ability to identify and secure replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith;

• our property development, redevelopment, and tenant improvement activity risks, including project abandonments, project delays, and lower profits than expected;

• changes within the life science industry;

• high levels of regulation, funding requirements, expense and uncertainty faced by our life science tenants;

• the ability of the hospitals on whose campuses our medical office buildings (“MOBs”) are located and their affiliated healthcare systems to remain competitive or financially viable;

• our ability to maintain or expand our hospital and health system client relationships;

• operational risks associated with third party management contracts, including the additional regulation and liabilities of our properties operated through structures permitted by the Housing and Economic Recovery Act of 2008, which includes most of the provisions previously proposed in the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”);

• economic and other conditions that negatively affect geographic areas from which we recognize a greater percentage of our revenue;

• uninsured or underinsured losses, which could result in significant losses and/or performance declines by us or our tenants and operators;

• our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our partners’ financial condition and continued cooperation;

• our use of fixed rent escalators, contingent rent provisions and/or rent escalators based on the Consumer Price Index;

• competition for suitable healthcare properties to grow our investment portfolio;

• our ability to foreclose on collateral securing our real estate-related loans;

• our ability to make material acquisitions and successfully integrate them;

• the potential impact on us and our tenants, operators, and borrowers from litigation matters, including rising liability and insurance costs;

• an increase in our borrowing costs, including due to higher interest rates;

• the availability of external capital on acceptable terms or at all, including due to rising interest rates, changes in our credit ratings and the value of our common stock, volatility or uncertainty in the capital markets, and other factors;

• cash available for distribution to stockholders and our ability to make dividend distributions at expected levels;

• our ability to manage our indebtedness level and covenants in and changes to the terms of such indebtedness;

• changes in global, national and local economic and other conditions;

• laws or regulations prohibiting eviction of our tenants;

• the failure of our tenants, operators, and borrowers to comply with federal, state and local laws and regulations, including resident health and safety requirements, as well as licensure, certification, and inspection requirements;

• required regulatory approvals to transfer our senior housing properties;

• compliance with the Americans with Disabilities Act and fire, safety and other regulations;

• the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid;

• legislation to address federal government operations and administration decisions affecting the Centers for Medicare and Medicaid Services;

• our participation in the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) Provider Relief Fund and other Covid-related stimulus and relief programs;

• provisions of Maryland law and our charter that could prevent a transaction that may otherwise be in the interest of our stockholders;

• environmental compliance costs and liabilities associated with our real estate investments;

• our ability to maintain our qualification as a real estate investment trust (“REIT”);

• changes to U.S. federal income tax laws, and potential deferred and contingent tax liabilities from corporate acquisitions;

• calculating non-REIT tax earnings and profits distributions;

• ownership limits in our charter that restrict ownership in our stock;

• the loss or limited availability of our key personnel; and

• our reliance on information technology

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We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates. We use derivative and other financial instruments in the normal course of business to mitigate interest rate risk. We do not use derivative financial instruments for speculative or trading purposes. Derivatives are recorded on the Consolidated Balance Sheets at fair value (see Note 17 to the Consolidated Financial Statements).

To illustrate the effect of movements in the interest rate markets, we performed a market sensitivity analysis on our hedging instruments. We applied various basis point spreads to the underlying interest rate curves of our derivative portfolio in order to determine the change in fair value. At June 30, 2022, a one percentage point increase or decrease in the underlying interest rate curve would result in a corresponding increase or decrease in the fair value of the derivative instruments by approximately $5 million.

Interest Rate Risk. At June 30, 2022, our exposure to interest rate risk was primarily on our variable rate debt. At June 30, 2022, $142 million of our variable rate debt was swapped to fixed by interest rate swap instruments. The interest rate swap instruments are designated as cash flow hedges, with the objective of managing the exposure to interest rate risk by converting the interest rates on our variable rate debt to fixed interest rates. At June 30, 2022, both the fair value and carrying value of the interest rate swap instruments were $2 million.

Our remaining variable rate debt at June 30, 2022 was comprised of our commercial paper program and certain of our mortgage debt. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt and assets until their maturity or earlier prepayment and refinancing. If interest rates have risen at the time we seek to refinance our fixed rate debt, whether at maturity or otherwise, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower interest rates at the time of refinancing may reduce our overall borrowing costs. However, interest rate changes will affect the fair value of our fixed rate instruments. At June 30, 2022, a one percentage point increase in interest rates would decrease the fair value of our fixed rate debt by approximately $242 million and a one percentage point decrease in interest rates would increase the fair value of our fixed rate debt by approximately $261 million. These changes would not materially impact earnings or cash flows. Conversely, changes in interest rates on variable rate debt and investments would change our future earnings and cash flows, but not materially impact the fair value of those instruments. Assuming a one percentage point increase in the interest rate related to our variable rate debt and investments, and assuming no other changes in the outstanding balance at June 30, 2022, our annual interest expense would increase by approximately $15 million.

Market Risk. We have investments in marketable debt securities classified as held-to-maturity because we have the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are recorded at amortized cost and adjusted for the amortization of premiums and discounts through maturity. We consider a variety of factors in evaluating an other-than-temporary decline in value, such as: the length of time and the extent to which the market value has been less than our current adjusted carrying value; the issuer’s financial condition, capital strength, and near-term prospects; any recent events specific to that issuer and economic conditions of its industry; and our investment horizon in relationship to an anticipated near-term recovery in the market value, if any. At June 30, 2022, both the fair value and carrying value of marketable debt securities was $21 million. These marketable debt securities mature in December 2022.

Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2022. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2022.

Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

There are no material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

None.

(b)

None.

(c)

The following table sets forth information with respect to purchases of our common stock made by us or on our behalf during the three months ended June 30, 2022.

_______________________________________

(1)Represents shares of our common stock withheld under our equity incentive plans to offset tax withholding obligations that occur upon vesting of restricted shares. The value of the shares withheld is based on the closing price of our common stock on the last trading day prior to the date the relevant transaction occurred.

Adoption of Updates to the Executive Severance Plan

On July 28, 2022, our Board of Directors adopted updates to the Healthpeak Properties, Inc. Executive Severance Plan (the “Executive Severance Plan”), effective as of the same date. The Compensation and Human Capital Committee of the Board of Directors (the “Compensation Committee”) will codify such updates, as summarized below, in an amended and restated Executive Severance Plan to be filed as an exhibit to a future Quarterly Report on Form 10-Q.

The Executive Severance Plan was updated to conform the definition of a qualifying termination to the definition in the Healthpeak Properties, Inc. Executive Change in Control Severance Plan (the “CIC Plan”) to include a termination of employment by a named executive officer (a “Named Executive”) of the Company (as identified pursuant to Item 402(a)(3) of Regulation S-K) for “good reason” (as defined in the Executive Severance Plan). The Executive Severance Plan was also updated to revise the method for calculating severance payments that are determined with reference to a participant’s annual bonus to clarify that the bonus portion of the cash severance formula for Named Executives will be based on the greater of a Named Executive’s (1) target level bonus, or (2) prior year’s bonus payment. The Named Executive’s prorated cash bonus in the year of termination will continue to be based on actual performance for the quantitative portion, while the qualitative portion will continue to be based on the Named Executive’s individual performance for that year as determined by the Compensation Committee; however, the Executive Severance Plan has been updated to ensure that the qualitative portion of the prorated cash bonus will be no less than the target level. In addition, the Executive Severance Plan was updated to provide that outstanding stock options will remain exercisable for two years or upon earlier expiration following a Named Executive’s termination of employment.

The Executive Severance Plan was not otherwise updated to change the amounts payable to Named Executives under the Executive Severance Plan, and the changes made are not expected to materially increase the aggregate amounts payable under the Executive Severance Plan.

Adoption of Updates to the Executive Change in Control Severance Plan

On July 28, 2022, our Board of Directors adopted updates to the CIC Plan, effective as of the same date. The Compensation Committee will codify such updates, as summarized below, in an amended and restated CIC Plan to be filed as an exhibit to a future Quarterly Report on Form 10-Q.

The CIC Plan was updated to make clarifying changes to the definition of a qualifying termination of employment by a participant for “good reason” (as defined in the CIC Plan). The CIC Plan was also updated to revise the method for calculating severance payments that are determined with reference to a participant’s annual bonus to conform the method to the method used in the Executive Severance Plan and clarify that the bonus portion of the cash severance formula for Named Executives of the Company will be based on the greater of a Named Executive’s (1) target level bonus or (2) prior year’s bonus payment. In addition, the CIC Plan was updated to provide that outstanding stock options will remain exercisable for two years or upon earlier expiration following a Named Executive’s termination of employment. In addition, the severance multiple for the President and Chief Investment Officer was updated to 2.75x, while the severance multiple for each of the Chief Financial Officer, Chief Operating Officer and Chief Legal Officer was updated to 2.5x. No changes were made to the Chief Executive Officer’s severance multiple, which remains 3.0x.

The CIC Plan was also updated to require a mutual release of claims by a Named Executive and the Company. In addition, the CIC Plan was updated to provide that if payments under the CIC Plan would be subject to the requirements of Internal Revenue Code Section 409A, which would impose a six-month delay on certain severance payments made to Named Executives, the CIC Plan would require that the Company and acquiror enter into and fund a rabbi trust sufficient to pay all potential cash severance obligations under the CIC Plan.

The CIC Plan was not otherwise updated to change the amounts payable to Named Executives under the CIC Plan, and the changes made are not expected to materially increase the aggregate amounts payable under the CIC Plan.

_______________________________________

• Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.