Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

 

 

 

x

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

 

 

 

 

For the quarterly period ended March 31, 2009.

 

 

 

 

 

OR

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the transition period from                to               

 

Commission file number 1-08895

 


 

HCP, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

33-0091377

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

3760 Kilroy Airport Way, Suite 300
Long Beach, CA 90806

(Address of principal executive offices)

 

(562) 733-5100
(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 


 

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  x   NO  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files) YES  o   NO  o

 

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

 

Large Accelerated Filer    x

 

Accelerated Filer o

 

 

 

Non-accelerated Filer o (Do not check if a smaller reporting company)

 

Smaller Reporting Company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
YES  
o  NO  x

 

As of April 15, 2009, there were 253,974,711 shares of the registrant’s $1.00 par value common stock outstanding.

 

 

 



Table of Contents

 

HCP, INC.

INDEX

PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements:

 

 

 

 

 

Condensed Consolidated Balance Sheets

3

 

 

 

 

Condensed Consolidated Statements of Income

4

 

 

 

 

Condensed Consolidated Statement of Equity

5

 

 

 

 

Condensed Consolidated Statements of Cash Flows

6

 

 

 

 

Notes to the Condensed Consolidated Financial Statements

7

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

28

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

36

 

 

 

Item 4.

Controls and Procedures

37

 

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings

38

 

 

 

Item 1A.

Risk Factors

38

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

38

 

 

 

Item 5.

Other Information

38

 

 

 

Item 6.

Exhibits

40

 

 

 

Signatures

 

 

 

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Table of Contents

 

HCP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 

 

 

March 31,

 

December 31,

 

 

 

2009

 

2008

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Real estate:

 

 

 

 

 

Buildings and improvements

 

$

7,758,432

 

$

7,752,714

 

Development costs and construction in progress

 

240,690

 

224,337

 

Land

 

1,550,286

 

1,550,219

 

Less accumulated depreciation and amortization

 

880,881

 

820,441

 

Net real estate

 

8,668,527

 

8,706,829

 

Net investment in direct financing leases

 

648,411

 

648,234

 

Loans receivable, net

 

1,074,874

 

1,076,392

 

Investments in and advances to unconsolidated joint ventures

 

267,350

 

272,929

 

Accounts receivable, net of allowance of $18,508 and $18,413, respectively

 

29,046

 

34,211

 

Cash and cash equivalents

 

66,376

 

57,562

 

Restricted cash

 

32,973

 

35,078

 

Intangible assets, net

 

482,329

 

505,986

 

Real estate held for sale, net

 

15,120

 

19,799

 

Other assets, net

 

516,283

 

492,806

 

Total assets

 

$

11,801,289

 

$

11,849,826

 

LIABILITIES AND EQUITY

 

 

 

 

 

Bank line of credit

 

$

235,000

 

$

150,000

 

Bridge and term loans

 

520,000

 

520,000

 

Senior unsecured notes

 

3,524,338

 

3,523,513

 

Mortgage debt

 

1,603,838

 

1,641,734

 

Other debt

 

101,047

 

102,209

 

Intangible liabilities, net

 

223,749

 

232,654

 

Accounts payable and accrued liabilities

 

190,100

 

211,691

 

Deferred revenue

 

72,305

 

60,185

 

Total liabilities

 

6,470,377

 

6,441,986

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $1.00 par value: 50,000,000 shares authorized; 11,820,000 shares issued and outstanding, liquidation preference of $25 per share

 

285,173

 

285,173

 

Common stock, $1.00 par value: 750,000,000 shares authorized; 253,975,040 and 253,601,454 shares issued and outstanding, respectively

 

253,975

 

253,601

 

Additional paid-in capital

 

4,870,942

 

4,873,727

 

Cumulative dividends in excess of earnings

 

(203,359

)

(130,068

)

Accumulated other comprehensive loss

 

(77,469

)

(81,162

)

Total stockholders’ equity

 

5,129,262

 

5,201,271

 

 

 

 

 

 

 

Joint venture partners

 

8,245

 

12,912

 

Non-managing member unitholders

 

193,405

 

193,657

 

Total noncontrolling interests

 

201,650

 

206,569

 

Total equity

 

5,330,912

 

5,407,840

 

Total liabilities and equity

 

$

11,801,289

 

$

11,849,826

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

3



Table of Contents

 

HCP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)
(Unaudited)

 

 

 

Three Months Ended
March 31,

 

 

 

2009

 

2008

 

Revenues:

 

 

 

 

 

Rental and related revenues

 

$

213,588

 

$

206,905

 

Tenant recoveries

 

23,664

 

21,447

 

Income from direct financing leases

 

12,925

 

14,974

 

Investment management fee income

 

1,438

 

1,467

 

Total revenues

 

251,615

 

244,793

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

Depreciation and amortization

 

80,537

 

77,632

 

Operating

 

47,676

 

48,221

 

General and administrative

 

18,991

 

20,445

 

Total costs and expenses

 

147,204

 

146,298

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

Interest and other income, net

 

24,333

 

35,322

 

Interest expense

 

(76,674

)

(96,263

)

Total other income (expense)

 

(52,341

)

(60,941

)

 

 

 

 

 

 

Income before income taxes and equity income (loss) from unconsolidated joint ventures

 

52,070

 

37,554

 

Income taxes

 

(915

)

(2,241

)

Equity income (loss) from unconsolidated joint ventures

 

(462

)

1,288

 

Income from continuing operations

 

50,693

 

36,601

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

Income before gain on sales of real estate, net of income taxes

 

659

 

9,389

 

Gain on sales of real estate, net of income taxes

 

1,357

 

10,138

 

Total discontinued operations

 

2,016

 

19,527

 

 

 

 

 

 

 

Net income

 

52,709

 

56,128

 

Noncontrolling interests’ and participating securities’ share in earnings

 

(4,141

)

(6,266

)

Preferred stock dividends

 

(5,283

)

(5,283

)

Net income applicable to common shares

 

$

43,285

 

$

44,579

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

Continuing operations

 

$

0.16

 

$

0.12

 

Discontinued operations

 

0.01

 

0.09

 

Net income applicable to common shares

 

$

0.17

 

$

0.21

 

 

 

 

 

 

 

Diluted earnings per common share:

 

 

 

 

 

Continuing operations

 

$

0.16

 

$

0.12

 

Discontinued operations

 

0.01

 

0.09

 

Net income applicable to common shares

 

$

0.17

 

$

0.21

 

 

 

 

 

 

 

Weighted average shares used to calculate earnings per common share:

 

 

 

 

 

Basic

 

253,335

 

216,773

 

Diluted

 

253,423

 

217,391

 

 

 

 

 

 

 

Dividends declared per common share

 

$

0.460

 

$

0.455

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

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HCP, INC.
CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

Dividends

 

Other

 

Total

 

 

 

 

 

 

 

Preferred Stock

 

Common Stock

 

Paid-In

 

In Excess

 

Comprehensive

 

Stockholders’

 

Noncontrolling

 

Total

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Of Earnings

 

Income (Loss)

 

Equity

 

Interests

 

Equity

 

January 1, 2009

 

11,820

 

$

285,173

 

253,601

 

$

253,601

 

$

4,873,727

 

$

(130,068

)

$

(81,162

)

$

5,201,271

 

$

206,569

 

$

5,407,840

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

48,883

 

 

48,883

 

3,826

 

52,709

 

Change in net unrealized gains (losses) on securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains

 

 

 

 

 

 

 

3,838

 

3,838

 

 

3,838

 

Less reclassification adjustment realized in net income

 

 

 

 

 

 

 

310

 

310

 

 

310

 

Change in net unrealized gains (losses) on cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized losses

 

 

 

 

 

 

 

(90

)

(90

)

 

(90

)

Less reclassification adjustment realized in net income

 

 

 

 

 

 

 

130

 

130

 

 

130

 

Change in Supplemental Executive Retirement Plan obligation

 

 

 

 

 

 

 

22

 

22

 

 

22

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

(517

)

(517

)

 

(517

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

56,402

 

Issuance of common stock, net

 

 

 

465

 

465

 

446

 

 

 

911

 

(246

)

665

 

Repurchase of common stock

 

 

 

(91

)

(91

)

(2,052

)

 

 

(2,143

)

 

(2,143

)

Amortization of deferred compensation

 

 

 

 

 

3,546

 

 

 

3,546

 

 

3,546

 

Preferred dividends

 

 

 

 

 

 

(5,283

)

 

(5,283

)

 

(5,283

)

Common dividends ($0.46 per share)

 

 

 

 

 

 

(116,891

)

 

(116,891

)

 

(116,891

)

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

(4,127

)

(4,127

)

Purchase of noncontrolling interests

 

 

 

 

 

(4,725

)

 

 

(4,725

)

(4,372

)

(9,097

)

March 31, 2009

 

11,820

 

$

285,173

 

253,975

 

$

253,975

 

$

4,870,942

 

$

(203,359

)

$

(77,469

)

$

5,129,262

 

$

201,650

 

$

5,330,912

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

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Table of Contents

 

HCP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)

 

 

 

Three Months Ended
March 31,

 

 

 

2009

 

2008

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

52,709

 

$

56,128

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization of real estate, in-place lease and other intangibles:

 

 

 

 

 

Continuing operations

 

80,537

 

77,632

 

Discontinued operations

 

61

 

4,726

 

Amortization of above and below market lease intangibles, net

 

(2,660

)

(2,152

)

Stock-based compensation

 

3,546

 

3,526

 

Amortization of debt premiums, discounts and issuance costs, net

 

2,768

 

3,039

 

Straight-line rents

 

(11,422

)

(9,782

)

Interest accretion

 

(6,121

)

(6,292

)

Deferred rental revenue

 

6,914

 

8,605

 

Equity loss (income) from unconsolidated joint ventures

 

462

 

(1,288

)

Distributions of earnings from unconsolidated joint ventures

 

1,468

 

1,191

 

Gain on sales of real estate

 

(1,357

)

(10,138

)

Marketable securities losses, net

 

309

 

113

 

Derivative losses, net

 

439

 

 

Changes in:

 

 

 

 

 

Accounts receivable

 

5,165

 

12,043

 

Other assets

 

(1,050

)

10,480

 

Accounts payable and accrued liabilities

 

(14,756

)

(16,156

)

Net cash provided by operating activities

 

117,012

 

131,675

 

Cash flows from investing activities:

 

 

 

 

 

Acquisitions and development of real estate

 

(20,269

)

(42,962

)

Lease commissions and tenant and capital improvements

 

(9,642

)

(18,107

)

Proceeds from sales of real estate, net

 

5,764

 

29,590

 

Contributions to unconsolidated joint ventures

 

 

(472

)

Distributions in excess of earnings from unconsolidated joint ventures

 

1,714

 

2,316

 

Principal repayments on loans receivable and direct financing leases

 

2,485

 

2,155

 

Investments in loans receivable

 

(16

)

(602

)

Decrease in restricted cash

 

2,105

 

6,763

 

Net cash used in investing activities

 

(17,859

)

(21,319

)

Cash flows from financing activities:

 

 

 

 

 

Net borrowings under bank line of credit

 

85,000

 

66,900

 

Repayments of mortgage debt

 

(38,463

)

(12,071

)

Issuance of common stock and exercise of options

 

665

 

6,265

 

Repurchase of common stock

 

(2,143

)

(2,022

)

Dividends paid on common and preferred stock and participating securities

 

(122,174

)

(104,370

)

Purchase of noncontrolling interests

 

(9,097

)

 

Distributions to noncontrolling interests

 

(4,127

)

(7,327

)

Net cash used in financing activities

 

(90,339

)

(52,625

)

Net increase in cash and cash equivalents

 

8,814

 

57,731

 

Cash and cash equivalents, beginning of period

 

57,562

 

96,269

 

Cash and cash equivalents, end of period

 

$

66,376

 

$

154,000

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

6



Table of Contents

 

HCP, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

(1)         Business

 

HCP, Inc. is a Maryland corporation that is organized to qualify as a self-administered real estate investment trust (“REIT”) which, together with its consolidated entities (collectively, “HCP” or the “Company”), invests primarily in real estate serving the healthcare industry in the United States. The Company acquires, develops, leases, disposes and manages healthcare real estate and provides financing to healthcare providers.

 

(2)         Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. For further information, refer to the consolidated financial statements and notes thereto for the year ended December 31, 2008 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”).

 

Use of Estimates

 

Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of HCP, its wholly-owned subsidiaries and joint ventures that it controls, through voting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation.

 

The Company applies Financial Accounting Standards Board (‘‘FASB’’) Interpretation No. 46R, Consolidation of Variable Interest Entities, as revised (‘‘FIN 46R’’), for arrangements with variable interest entities. FIN 46R provides guidance on the identification of entities for which control is achieved through means other than voting rights (‘‘variable interest entities’’ or ‘‘VIEs’’) and the determination of which business enterprise is the primary beneficiary of the VIE. A variable interest entity is broadly defined as an entity where either (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company consolidates investments in VIEs when the Company is the primary beneficiary at either the creation of the variable interest entity or upon the occurrence of a qualifying reconsideration event. Qualifying reconsideration events include, but are not limited to, the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposal of all or a portion of an interest held by the primary beneficiary. At March 31, 2009, the Company did not consolidate any significant variable interest entities.

 

The Company uses qualitative and quantitative approaches when determining whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, the form of the Company’s ownership interest, its representation on the entity’s governing body, the size and seniority of its investment, various cash flow scenarios related to the VIE, its ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process and to replace the Company as manager and/or liquidate the venture, if applicable.

 

At March 31, 2009, the Company had 80 properties leased to a total of nine tenants that have been identified as VIEs (‘‘VIE tenants’’) and a loan to a borrower that has been identified as a VIE. The Company acquired these leases and loan on October 5, 2006 in its merger with CNL Retirement Properties, Inc. (‘‘CRP’’). CRP determined it was not the primary beneficiary of these VIEs, and the Company is required to carry forward CRP’s accounting conclusions after the acquisition

 

7



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relative to their primary beneficiary assessments, provided the Company does not believe CRP’s accounting to be in error. The Company believes that its accounting for the VIEs is the appropriate application of FIN 46R. On December 21, 2007, the Company made an investment of approximately $900 million in mezzanine loans where each mezzanine borrower has been identified as a VIE. The Company has also determined that it is not the primary beneficiary of these VIEs.

 

The carrying amount and classification of the related assets, liabilities and maximum exposure to loss as a result of the Company’s involvement with VIEs are presented below (in thousands):

 

VIE Type

 

Maximum Loss
Exposure
(1)

 

Asset/Liability Type

 

Carrying
Amount

 

VIE tenants—operating leases

 

$

767,007

 

Lease intangibles, net and straight-line rent receivables

 

$

35,873

 

VIE tenants—DFLs(2)

 

658,099

 

Net investment in DFLs

 

213,534

 

Senior secured loans

 

80,158

 

Loans receivable, net

 

80,158

 

Mezzanine loans

 

922,153

 

Loans receivable, net

 

922,153

 

 


(1)

The Company’s maximum loss exposure related to the VIE tenants represents the future minimum lease payments over the remaining term of the respective leases, which may be mitigated by re-leasing the respective properties to new tenants. The Company’s maximum loss exposure related to loans to VIEs represents the carrying amount of the respective loan.

(2)

Direct financing leases (“DFLs”).

 

See Notes 6 and 11 for additional description of the nature, purpose and activities of the Company’s variable interest entities and the Company’s interests therein.

 

The Company applies Emerging Issues Task Force (‘‘EITF’’) Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership When the Investor is the Sole General Partner and the Limited Partners Have Certain Rights (‘‘EITF 04-5’’), to investments in joint ventures. EITF 04-5 provides guidance on the type of rights held by the limited partner(s) that preclude consolidation in circumstances in which the sole general partner would otherwise consolidate the limited partnership in accordance with GAAP. The assessment of limited partners’ rights and their impact on the presumption of control over limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreases its ownership in the limited partnership interests, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. EITF 04-5 also applies to managing member interests in limited liability companies.

 

Investments in Unconsolidated Joint Ventures

 

Investments in entities which the Company does not consolidate but for which the Company has the ability to exercise significant influence over operating and financial policies are reported under the equity method of accounting. Under the equity method of accounting, the Company’s share of the investee’s earnings or losses are included in the Company’s consolidated results of operations.

 

The initial carrying value of investments in unconsolidated joint ventures is based on the amount paid to purchase the joint venture interest or the carrying value of the assets prior to the sale of interests in the joint venture. To the extent that the Company’s cost basis is different from the basis reflected at the joint venture level, the basis difference is generally amortized over the life of the related assets and liabilities and included in the Company’s share of equity in earnings of the joint venture. The Company evaluates its equity method investments for impairment based upon a comparison of the estimated fair value of the equity method investment to its carrying value in accordance with APB Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock. When the Company determines a decline in the estimated fair value of an investment in an unconsolidated joint venture below its carrying value is other-than-temporary, an impairment is recorded. The Company recognizes gains on the sale of interests in joint ventures to the extent the economic substance of the transaction is a sale in accordance with the American Institute of Certified Public Accountants Statement of Position 78-9, Accounting for Investments in Real Estate Ventures, and Statement of Financial Accounting Standards (‘‘SFAS’’) No. 66, Accounting for Sales of Real Estate (‘‘SFAS No. 66’’).

 

Revenue Recognition

 

Rental income from tenants is recognized in accordance with GAAP, including SEC Staff Accounting Bulletin No. 104, Revenue Recognition (‘‘SAB 104’’). The Company recognizes rental revenue on a straight-line basis over the lease term when collectibility is reasonably assured and the tenant has taken possession or controls the physical use of the leased asset. For assets acquired subject to leases, the Company recognizes revenue upon acquisition of the asset provided the tenant has

 

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taken possession or controls the physical use of the leased asset. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to:

 

·                  whether the lease stipulates how and on what a tenant improvement allowance may be spent;

 

·                  whether the tenant or landlord retains legal title to the improvements at the end of the lease term;

 

·                  whether the tenant improvements are unique to the tenant or general-purpose in nature; and

 

·      whether the tenant improvements are expected to have any residual value at the end of the lease.

 

Certain leases provide for additional rents contingent upon a percentage of the facility’s revenue in excess of specified base amounts or other thresholds. Such revenue is recognized when actual results reported by the tenant, or estimates of tenant results, exceed the base amount or other thresholds. Such revenue is recognized in accordance with SAB 104, which requires that income is recognized only after the contingency has been removed (when the related thresholds are achieved), which may result in the recognition of rental revenue in periods subsequent to when such payments are received.

 

Tenant recoveries related to reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue in the period the applicable expenses are incurred. The reimbursements are recognized and presented in accordance with EITF Issue 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent (“EITF 99-19”). EITF 99-19 requires that these reimbursements be recorded gross, as the Company is generally the primary obligor with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the credit risk.

 

For leases with minimum scheduled rent increases, the Company recognizes income on a straight-line basis over the lease term when collectibility is reasonably assured. Recognizing rental income on a straight-line basis for leases results in recognized revenue exceeding amounts contractually due from tenants. Such cumulative excess amounts are included in other assets and were $124 million and $112 million, net of allowances, at March 31, 2009 and December 31, 2008, respectively. If the Company determines that collectibility of straight-line rents is not reasonably assured, the Company limits future recognition to amounts contractually owed, and, where appropriate, establishes an allowance for estimated losses.

 

The Company maintains an allowance for doubtful accounts, including an allowance for straight-line rent receivables, for estimated losses resulting from tenant defaults or the inability of tenants to make contractual rent and tenant recovery payments. The Company monitors the liquidity and creditworthiness of its tenants and operators on an ongoing basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For straight-line rent amounts, the Company’s assessment is based on amounts estimated to be recoverable over the term of the lease. At March 31, 2009 and December 31, 2008, respectively, the Company had an allowance of $46.9 million and $40.3 million, included in other assets, as a result of the Company’s determination that collectibility is not reasonably assured for certain straight-line rent amounts.

 

The Company receives management fees from its investments in certain joint venture entities for various services provided as the managing member of the entities. Management fees are recorded as revenue when management services have been performed. Intercompany profit for management fees is eliminated.

 

The Company recognizes gains on sales of properties in accordance with SFAS No. 66 upon the closing of the transaction with the purchaser. Gains on properties sold are recognized using the full accrual method when the collectibility of the sales price is reasonably assured, the Company is not obligated to perform significant activities after the sale, the initial investment from the buyer is sufficient and other profit recognition criteria have been satisfied. Gains on sales of properties may be deferred in whole or in part until the requirements for gain recognition under SFAS No. 66 have been met.

 

The Company uses the direct finance method of accounting to record income from DFLs. For leases accounted for as DFLs, future minimum lease payments are recorded as a receivable. The difference between the future minimum lease payments and the estimated residual values less the cost of the properties is recorded as unearned income. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield when collectibility of the lease payments is reasonably assured. Investments in DFLs are presented net of unamortized unearned income.

 

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Loans receivable are classified as held-for-investment based on management’s intent and ability to hold the loans for the foreseeable future or to maturity. Loans held-for-investment are carried at amortized cost, reduced by a valuation allowance for estimated credit losses. The Company recognizes interest income on loans, including the amortization of discounts and premiums, using the effective interest method applied on a loan-by-loan basis when collectibility of the future payments is reasonably assured. Premiums and discounts are recognized as yield adjustments over the life of the related loans. Loans are transferred from held-for-investment to held-for-sale when management’s intent is to no longer hold the loans for the foreseeable future. Loans held-for-sale are recorded at the lower of cost or fair value.

 

Allowances are established for loans and DFLs based upon an estimate of probable losses for the individual loans and DFLs deemed to be impaired. Loans and DFLs are impaired when it is deemed probable that the Company will be unable to collect all amounts due on a timely basis in accordance with the contractual terms of the loan or lease. The allowance is based upon the Company’s assessment of the borrower’s or lessee’s overall financial condition, resources and payment record; the prospects for support from any financially responsible guarantors; and, if appropriate, the realizable value of any collateral. These estimates consider all available evidence including, as appropriate, the present value of the expected future cash flows discounted at the loan’s or DFL’s effective interest rate, the fair value of collateral, general economic conditions and trends, historical and industry loss experience, and other relevant factors.

 

Loans and DFLs are placed on non-accrual status at such time as management determines that collectibility of contractual amounts is not reasonably assured. While on non-accrual status, loans or DFLs are either accounted for on a cash basis, in which income is recognized only upon receipt of cash, or on a cost-recovery basis, in which all cash receipts reduce the carrying value of the loan or DFL, based on the Company’s judgment of collectibility.

 

Real Estate

 

Real estate, consisting of land, buildings and improvements, is recorded at cost. The Company allocates the cost of the acquisition, including the assumption of liabilities, to the acquired tangible assets and identifiable intangibles based on their estimated fair values in accordance with SFAS No. 141R, Business Combinations, as revised (“SFAS No. 141R”). Prior to the adoption of SFAS No. 141R on January 1, 2009, the Company applied SFAS No. 141, Business Combinations.

 

The Company assesses fair value based on estimated cash flow projections that utilize appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it was vacant.

 

The Company records acquired “above and below” market leases at fair value using discount rates which reflect the risks associated with the leases acquired. The amount recorded is based on the present value of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each in-place lease, measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the extended term for any leases with below market renewal options. Other intangible assets acquired include amounts for in-place lease values that are based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes estimates of lost rents at market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related costs.

 

The Company capitalizes direct construction and development costs, including predevelopment costs, interest, property taxes, insurance and other costs directly related and essential to the acquisition, development or construction of a real estate project. In accordance with SFAS No. 34, Capitalization of Interest Cost, and SFAS No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, construction and development costs are capitalized while substantive activities are ongoing to prepare an asset for its intended use. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of tenant improvements, but no later than one year from cessation of major construction activity. Costs incurred after a project is substantially complete and ready for its intended use, or after development activities have ceased, are expensed as incurred. For redevelopment of existing operating properties, the net book value of the existing property under redevelopment plus the cost for the construction and improvement incurred in connection with the redevelopment are capitalized. Costs previously capitalized related to abandoned acquisitions or developments are charged to earnings. Expenditures for repairs and maintenance are expensed as incurred. The Company considers costs incurred in conjunction with re-leasing properties, including for tenant improvements and lease commissions, to be the acquisition of productive assets and are reflected as investment activities in the Company’s statement of cash flows.

 

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The Company computes depreciation on properties using the straight-line method over the assets’ estimated useful lives. Depreciation is discontinued when a property is identified as held-for-sale. Buildings and improvements are depreciated over useful lives ranging up to 45 years. Above and below market lease intangibles are amortized primarily to revenue over the remaining noncancellable lease terms and bargain renewal periods, if any. Other in-place lease intangibles are amortized to expense over the remaining noncancellable lease term and bargain renewal periods, if any.

 

Impairment of Long-Lived Assets and Goodwill

 

The Company assesses the carrying value of real estate assets and related intangibles (“real estate assets”), whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long Lived Assets (“SFAS No. 144”). The Company tests its real estate assets for impairment by comparing the sum of the expected undiscounted cash flows to the carrying amount of the real estate asset or asset group. If the carrying value exceeds the expected undiscounted cash flows, an impairment loss will be recognized by adjusting the carrying amount of the real estate assets to its estimated fair value.

 

Goodwill is tested for impairment by applying the two-step approach defined in SFAS No. 142, Goodwill and Other Intangible Assets, at least annually and whenever the Company identifies triggering events that may indicate impairment. Potential impairment indicators include a significant decline in real estate valuations, restructuring plans or a decline in the Company’s market capitalization below book value. The Company tests for impairment of its goodwill by comparing the estimated fair value of a reporting unit containing goodwill to its carrying value. If the carrying value exceeds the fair value, the second step of the test is needed to measure the amount of potential goodwill impairment. The second step requires the fair value of the reporting unit to be allocated to all the assets and liabilities of the reporting unit as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the fair value of assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. The Company selected the fourth quarter of each fiscal year to perform its annual impairment test.

 

Assets Held for Sale and Discontinued Operations

 

Certain long-lived assets are classified as held-for-sale in accordance with SFAS No. 144. Long-lived assets to be disposed of are reported at the lower of their carrying amount or their fair value less cost to sell and are no longer depreciated. Discontinued operations is defined in SFAS No. 144 as a component of an entity that has either been disposed of or is deemed to be held for sale if, (i) the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of the disposal transaction, and (ii) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

 

Stock-Based Compensation

 

Share-based compensation expense is recognized in accordance with SFAS No. 123R, Share-Based Payments, as revised (“SFAS No. 123R”). On January 1, 2006, the Company adopted SFAS No. 123R using the modified prospective application transition method which provides for only current and future period stock-based awards to be measured and recognized at fair value.

 

SFAS No. 123R requires all share-based awards granted on or after January 1, 2006 to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Compensation expense for awards with graded vesting is generally recognized ratably over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional services. Prior to the adoption of SFAS No. 123R, the Company applied the fair value provisions of SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure, for stock-based awards granted prior to January 1, 2006.

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash on hand and short-term investments with original maturities of three months or less when purchased. The Company maintains cash deposits with major financial institutions which periodically exceed the Federal Deposit Insurance Corporation insurance limit. The Company has not experienced any losses to date related to cash or cash equivalents.

 

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Restricted Cash

 

Restricted cash primarily consists of amounts held by mortgage lenders to provide for (i) future real estate tax expenditures, tenant improvements and capital improvements, and (ii) security deposits and net proceeds from property sales that were executed as tax-deferred dispositions.

 

Derivatives

 

During its normal course of business, the Company uses certain types of derivative instruments for the purpose of managing interest rate risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions.

 

The Company applies SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (“SFAS No. 133”). SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. It requires the recognition of all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Company’s condensed consolidated balance sheet at fair value. Changes in the fair value of derivative instruments that are not designated as hedges or that do not meet the criteria for hedge accounting under SFAS No. 133 are recognized in earnings. For derivatives designated as hedging instruments in qualifying hedging relationships, the change in fair value of the effective portion of the derivatives is recognized in accumulated other comprehensive income (loss) whereas the change in fair value of the ineffective portion is recognized in earnings.

 

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions or recognized obligations in the balance sheet. The Company also assesses and documents, both at the hedging instrument’s inception and on a quarterly basis thereafter, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows associated with the respective hedged items. When it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, the Company discontinues hedge accounting prospectively and reclassifies amounts recorded to accumulated other comprehensive income (loss) to earnings.

 

Income Taxes

 

In 1985, HCP, Inc. elected REIT status and believes it has always operated so as to continue to qualify as a REIT under Sections 856 to 860 of the Internal Revenue code of 1986, as amended (the “Code”). Accordingly, HCP, Inc. will not be subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to stockholders equal to or in excess of its taxable income. On July 27, 2007, the Company formed HCP Life Science REIT, a consolidated subsidiary, which elected REIT status for the year ended December 31, 2007. HCP, Inc., along with its consolidated REIT subsidiary, are each subject to the REIT qualification requirements under Sections 856 to 860 of the Code. If either REIT fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may be ineligible to qualify as a REIT for four subsequent tax years.

 

HCP, Inc. and HCP Life Science REIT are subject to state and local income taxes in some jurisdictions, and in certain circumstances each REIT may also be subject to federal excise taxes on undistributed income. In addition, certain activities the Company undertakes must be conducted by entities which elect to be treated as taxable REIT subsidiaries (“TRSs”). TRSs are subject to both federal and state income taxes.

 

Marketable Securities

 

The Company classifies its marketable equity and debt securities as available-for-sale in accordance with the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities (“SFAS No. 115”). These securities are carried at fair value with unrealized gains and losses recognized in stockholders’ equity as a component of accumulated other comprehensive income (loss). Gains or losses on securities sold are determined based on the specific identification method. When the Company determines declines in fair value of marketable securities are other-than-temporary, a realized loss is recognized in earnings.

 

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Capital Raising Issuance Costs

 

Costs incurred in connection with the issuance of common shares are recorded as a reduction in additional paid-in capital. Costs incurred in connection with the issuance of preferred shares are recorded as a reduction of the preferred stock amount. Debt issuance costs are deferred, included in other assets and amortized to interest expense based on the effective interest method over the remaining term of the related debt.

 

Segment Reporting

 

The Company reports its condensed consolidated financial statements in accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS No. 131”). The Company’s segments are based on the Company’s method of internal reporting which classifies its operations by healthcare sector. The Company’s business includes five segments: (i) senior housing, (ii) life science, (iii) medical office, (iv) hospital and (v) skilled nursing.

 

Noncontrolling Interests and Mandatorily Redeemable Financial Instruments

 

The Company applies SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB 51 (“SFAS No. 160”), for arrangements with noncontrolling interests. SFAS No. 160 requires that minority interests be recharacterized as noncontrolling interests and be reported as a component of equity separate from the parent’s equity. Purchases or sales of equity interests that do not result in a change in control should be accounted for as equity transactions. In addition, net income attributable to the noncontrolling interest is included in consolidated net income on the face of the income statement and, upon a gain or loss of control, the interest purchased or sold, as well as any interest retained, should be recorded at fair value with any gain or loss recognized in earnings. The Company adopted SFAS No. 160 beginning January 1, 2009, which applies prospectively, except for the presentation and disclosure requirements, which apply retrospectively. The adoption of SFAS No. 160 on January 1, 2009 did not have a material impact on the Company’s consolidated financial position or earnings per share.

 

As of March 31, 2009, there were 4.8 million non-managing member units outstanding in six limited liability companies (“LLC”), all of which the Company is the managing member: (i) HCPI/Tennessee, LLC; (ii) HCPI/Utah, LLC; (iii) HCPI/Utah II, LLC; (iv) HCP DR California, LLC; (v) HCP DR Alabama, LLC; and (vi) HCP DR MCD, LLC. The Company consolidates these entities since it exercises control and carries the noncontrolling interests at cost. The non-managing member LLC Units (“DownREIT units”) are exchangeable for an amount of cash approximating the then-current market value of shares of the Company’s common stock or, at the Company’s option, shares of the Company’s common stock (subject to certain adjustments, such as stock splits and reclassifications). At March 31, 2009, the carrying value and market value of the 4.8 million DownREIT units were $193.4 million and $114.8 million, respectively.

 

Life Care Bonds Payable

 

Two of the Company’s continuing care retirement communities (“CCRCs”) issue non-interest bearing life care bonds payable to certain residents of the CCRCs. Generally, the bonds are refundable to the resident or to the resident’s estate upon termination or cancellation of the CCRC agreement. An additional senior housing facility owned by the Company collects non-interest bearing occupancy fee deposits that are refundable to the resident or the resident’s estate upon the earlier of the re-letting of the unit or after two years of vacancy. Proceeds from the issuance of new bonds are used to retire existing bonds, and since the maturity of the obligations for the three facilities is not determinable, no interest is imputed. These amounts are included in other debt in the Company’s consolidated balance sheets.

 

Fair Value Measurements

 

On January 1, 2008, the Company implemented the requirements of SFAS No. 157, Fair Value Measurements (“SFAS No. 157”), for its financial assets and liabilities. On January 1, 2009, the Company implemented the requirements of SFAS No. 157 for its non-financial assets and liabilities. The adoption of SFAS No. 157 for non-financial assets and liabilities on January 1, 2009 did not have a material impact on the Company’s consolidated financial position or results of operations.

 

SFAS No. 157 specifies a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

 

·      Level 1 — quoted prices for identical instruments in active markets;

 

·      Level 2 — quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

 

·      Level 3 — fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

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The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value on either a recurring or non-recurring basis. When available, the Company utilizes quoted market prices from an independent third party source to determine fair value and classifies such items in Level 1. In some instances where a market price is available, but in an inactive or over-the-counter market where significant fluctuations in pricing can occur, the Company consistently applies the dealer (market maker) pricing estimate and classifies the asset or liability in Level 2.

 

If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads, market capitalization rates, etc. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow and Black Scholes valuation models. The Company also considers the impact of the Company’s or counterparty’s credit risk on derivatives and other liabilities measured at fair value as well as the election of the mid-market pricing expedient.

 

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits all entities to choose to measure eligible items at fair value at specified election dates. SFAS No. 159 was effective as of the beginning of an entity’s first fiscal year after November 15, 2007, and reporting periods thereafter. Currently the Company has not adopted the guidelines of SFAS No. 159 and continues to evaluate whether or not it will in future periods based on industry participant elections and financial reporting consistency with its peers.

 

Earnings per Share

 

The Company computes earnings per share in accordance with SFAS No. 128, Earnings Per Share (“SFAS No. 128”). Basic earnings per common share is computed by dividing net income applicable to common shares by the weighted average number of shares of common stock outstanding during the period.

 

On January 1, 2009, the Company adopted FASB Staff Position (“FSP”) EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment awards are participating securities prior to vesting, and therefore, need to be included in the earnings allocation when computing earnings per share under the two-class method as described in SFAS No. 128. In accordance with FSP EITF 03-6-1, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Upon adoption, all prior-period earnings per share data presented was adjusted retrospectively with no material impact.

 

Recent Accounting Pronouncements

 

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP FAS 107-1”). FSP FAS 107-1 amends SFAS No. 107 to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies in addition to the annual financial statements. FSP FAS 107-1 also amends APB No. 28 to require those disclosures in summarized financial information at interim reporting periods. FSP FAS 107-1 is effective for interim periods ending after June 15, 2009. Prior period presentation is not required for comparative purposes at initial adoption. The Company does not expect the adoption of FSP FAS 107-1 on July 1, 2009 to have a material impact on its consolidated financial position or results of operations.

 

In April 2009, the FASB issued FSP Financial Accounting Standard 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (“FSP FAS 115-2 and FAS 124-2”). FSP FAS 115-2 and FAS 124-2 amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. FSP FAS 115-2 and FAS 124-2 is effective for fiscal years and interim periods beginning after

 

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June 15, 2009. The Company does not expect the adoption of FSP FAS 115-2 and FAS 124-2 on July 1, 2009 to have a material impact on its consolidated financial position or results of operations.

 

In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That are Not Orderly (“FSP FAS 157-4”). FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157 when the volume and level of activity for both financial and nonfinancial assets or liabilities have significantly decreased. FSP FAS 157-4 is effective for fiscal years and interim periods beginning after July 1, 2009 and shall be applied prospectively. Early adoption for periods ending before March 15, 2009, is not permitted. The Company does not expect the adoption of FSP FAS 157-4 on July 15, 2009 to have a material impact on its consolidated financial position or results of operations.

 

Reclassifications

 

Certain amounts in the Company’s condensed consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. Assets sold or held for sale and associated liabilities have been reclassified on the balance sheets and operating results reclassified from continuing to discontinued operations in accordance with SFAS No. 144 (see Note 4). In accordance with SFAS No. 160, (i) all prior period noncontrolling interests on the condensed consolidated balance sheets have been reclassified as a component of equity and (ii) all prior period noncontrolling interests’ share of earnings on the condensed consolidated statements of income have been reclassified to clearly identify net income attributable to the non-controlling interest.

 

(3)   Acquisitions of Real Estate Properties

 

During the three months ended March 31, 2009, the Company funded an aggregate of $25 million for construction, tenant and other capital projects primarily in the life science segment.

 

During the three months ended March 31, 2008, the Company acquired a senior housing facility for $11 million and funded an aggregate of $49 million for construction, tenant and other capital projects primarily in the life science and medical office segments.

 

(4)   Dispositions of Real Estate, Real Estate Interests and Discontinued Operations

 

Dispositions of Real Estate

 

During the three months ended March 31, 2009, the Company sold seven properties for $6.0 million and recognized gains on sale of real estate of $1.4 million.

 

During the three months ended March 31, 2008, the Company sold four properties for approximately $30 million and recognized gain on sales of real estate of $10.1 million.

 

Properties Held for Sale

 

At March 31, 2009 and December 31, 2008, the Company held for sale two and nine properties with carrying amounts of $15 million and $20 million, respectively.

 

Results from Discontinued Operations

 

The following table summarizes operating income from discontinued operations and gains on sales of real estate included in discontinued operations (dollars in thousands):

 

 

 

Three Months Ended
March 31,

 

 

 

2009

 

2008

 

Rental and related revenues

 

$

902

 

$

17,610

 

Other revenues

 

 

58

 

Total revenues

 

902

 

17,668

 

 

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Three Months Ended
March 31,

 

 

 

2009

 

2008

 

Depreciation and amortization expenses

 

61

 

4,726

 

Operating expenses

 

106

 

3,255

 

Other costs and expenses

 

76

 

298

 

Income before gain on sales of real estate, net of income taxes

 

$

659

 

$

9,389

 

 

 

 

 

 

 

Gain on sales of real estate

 

$

1,357

 

$

10,138

 

 

 

 

 

 

 

Number of properties held for sale

 

2

 

56

 

Number of properties sold

 

7

 

4

 

Number of properties included in discontinued operations

 

9

 

60

 

 

(5)   Net Investment in Direct Financing Leases

 

The components of net investment in DFLs consisted of the following (dollars in thousands):

 

 

 

March 31,

 

December 31,

 

 

 

2009

 

2008

 

 

 

 

 

 

 

Minimum lease payments receivable

 

$

1,361,110

 

$

1,373,283

 

Estimated residual values

 

467,248

 

467,248

 

Less unearned income

 

1,179,947

 

1,192,297

 

Net investment in direct financing leases

 

$

648,411

 

$

648,234

 

Properties subject to direct financing leases

 

30

 

30

 

 

The DFLs were acquired in the Company’s merger with CRP. CRP determined that these leases were DFLs, and the Company is required to carry forward CRP’s accounting conclusions after the acquisition date relative to their assessment of these leases, provided that the Company does not believe CRP’s accounting to be in error. The Company believes that its accounting for the leases is the appropriate accounting in accordance with GAAP. Certain leases contain provisions that allow the tenants to elect to purchase the properties during or at the end of the lease terms for the aggregate initial investment amount plus adjustments, if any, as defined in the lease agreements. Certain leases also permit the Company to require the tenants to purchase the properties at the end of the lease terms.

 

Lease payments due to the Company relating to three land-only DFLs with a carrying value of $56 million at March 31, 2009, are subordinate to and, along with the land, serve as collateral for first mortgage construction loans entered into by the tenants to fund development costs related to the properties. During the three months ended December 31, 2008, the Company determined that two of these DFLs were impaired and began recognizing income on a cost-recovery basis. At March 31, 2009, the carrying value of these two DFLs was $36.7 million.

 

(6)   Loans Receivable

 

The following table summarizes the Company’s loans receivable (in thousands):

 

 

 

March 31, 2009

 

December 31, 2008

 

 

 

Real Estate
Secured

 

Other

 

Total

 

Real Estate
Secured

 

Other

 

Total

 

Mezzanine

 

$

 

$

999,891

 

$

999,891

 

$

 

$

999,891

 

$

999,891

 

Joint venture partners

 

 

785

 

785

 

 

7,055

 

7,055

 

Other

 

71,041

 

77,253

 

148,294

 

71,224

 

76,725

 

147,949

 

Unamortized discounts, fees and costs

 

 

(74,096

)

(74,096

)

 

(78,262

)

(78,262

)

Loan loss allowance

 

 

 

 

 

(241

)

(241

)

 

 

$

71,041

 

$

1,003,833

 

$

1,074,874

 

$

71,224

 

$

1,005,168

 

$

1,076,392

 

 

On October 5, 2006, through its merger with CRP, the Company assumed an agreement to provide an affiliate of the Cirrus Group, LLC with an interest-only, senior secured term loan. The loan provided for a maturity date of December 31, 2008, with a one-year extension at the option of the borrower, subject to certain conditions, under which amounts were borrowed to finance the acquisition, development, syndication and operation of new and existing surgical partnerships. This loan accrues interest at a rate of 14.0%, of which 9.5% is payable monthly and the balance of 4.5% is deferred until maturity.

 

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The loan is subject to equity contribution requirements, borrower financial covenants, is collateralized by assets of the borrower (comprised primarily of interests in partnerships operating surgical facilities, some of which are on the premises of properties owned by HCP Ventures IV or the Company) and is guaranteed up to $37.4 million through a combination of (i) a personal guarantee of up to $9.7 million by a principal of Cirrus, and (ii) a guarantee of the balance by other principals of Cirrus under arrangements for recourse limited to their pledged interests in certain entities owning real estate. At December 31, 2008, the borrower did not meet the conditions necessary to exercise its extension option and could not repay the loan upon maturity.  On April 22, 2009, new terms for extending the loan were reached, including the payment of a $1.1 million extension fee, and the maturity has been extended to December 31, 2010.  The Company expects to collect all amounts when due according to the amended terms of the loan agreement. At March 31, 2009 and December 31, 2008, the carrying value of this loan was $80 million and $79 million, respectively.

 

On December 21, 2007, the Company made an investment in mezzanine loans having an aggregate face value of $1.0 billion, for approximately $900 million, as part of the financing for The Carlyle Group’s $6.3 billion purchase of HCR ManorCare. These interest-only loans mature in January 2013 and bear interest on their face amounts at a floating rate of one-month London Interbank Offered Rate (“LIBOR”) plus 4.0%. These loans are mandatorily pre-payable in January 2012 unless the borrower satisfies certain financial conditions. The loans are secured by an indirect pledge of equity ownership in 339 HCR ManorCare facilities located in 30 states and are subordinate to other debt of approximately $3.6 billion at closing. At March 31, 2009, the carrying amount of these loans was $922.2 million.

 

(7)   Investments in and Advances to Unconsolidated Joint Ventures

 

The Company owns interests in the following entities which are accounted for under the equity method at March 31, 2009 (dollars in thousands):

 

Entity(1)

 

Properties

 

Investment(2)

 

Ownership%

 

 

 

 

 

 

 

 

 

HCP Ventures II

 

25 senior housing facilities

 

$

140,750

 

35

 

HCP Ventures III, LLC

 

13 medical office buildings (“MOBs”)

 

11,577

 

30

 

HCP Ventures IV, LLC

 

54 MOBs and 4 hospitals

 

44,408

 

20

 

HCP Life Science(3)

 

4 life science facilities

 

63,953

 

50 - 63

 

Suburban Properties, LLC

 

1 MOB

 

4,060

 

67

 

Advances to unconsolidated joint ventures, net

 

 

 

2,602

 

 

 

 

 

 

 

$

267,350

 

 

 

Edgewood Assisted Living Center, LLC(4)(5)

 

1 senior housing facility

 

$

(526

)

45

 

Seminole Shores Living Center, LLC(4)(5)

 

1 senior housing facility

 

(891

)

50

 

 

 

 

 

$

(1,417

)

 

 

 


(1)   These joint ventures are not consolidated since the Company does not control, through voting rights or other means, the joint ventures. See Note 2 regarding the Company’s policy on consolidation.

(2)   Represents the carrying value of the Company’s investment in the unconsolidated joint venture. See Note 2 regarding the Company’s policy for accounting for joint venture interests.

(3)   Includes three unconsolidated joint ventures between the Company and an institutional capital partner for which the Company is the managing member. HCP Life Science includes the following partnerships: (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%); and (iii) LASDK, LP (63%). The unconsolidated joint ventures were acquired as part of the Company’s purchase of Slough Estates USA Inc. on August 1, 2007.

(4)   As of March 31, 2009, the Company has guaranteed in the aggregate $4 million of a total of $8 million of notes payable for these joint ventures. No amounts have been recorded related to these guarantees at March 31, 2009.

(5)   Negative investment amounts are included in accounts payable and accrued liabilities.

 

Summarized combined financial information for the Company’s unconsolidated joint ventures follows (in thousands):

 

 

 

March 31,

 

December 31,

 

 

 

2009

 

2008

 

Real estate, net

 

$

1,685,968

 

$

1,703,308

 

Other assets, net

 

189,927

 

184,297

 

Total assets

 

$

1,875,895

 

$

1,887,605

 

Notes payable

 

$

1,160,030

 

$

1,172,702

 

Accounts payable

 

49,099

 

39,883

 

Other partners’ capital

 

482,824

 

488,860

 

HCP’s capital(1)

 

183,942

 

186,160

 

Total liabilities and partners’ capital

 

$

1,875,895

 

$

1,887,605

 

 

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Table of Contents

 

 

 

Three Months Ended March 31,

 

 

 

2009

 

2008(2)

 

Total revenues

 

$

46,601

 

$

46,638

 

Net income (loss)

 

(1,146

)

2,174

 

HCP’s equity income (loss)

 

(462

)

1,288

 

Fees earned by HCP

 

1,438

 

1,467

 

Distributions received, net

 

3,182

 

3,507

 

 


(1)   Aggregate basis difference of the Company’s investments in these joint ventures of $79 million, as of March 31, 2009, is primarily attributable to real estate and related intangible assets.

(2)   Includes the financial information of Arborwood Living Center, LLC and Greenleaf Living Centers, LLC, which were sold on April 3, 2008 and June 12, 2008, respectively.

 

(8)   Intangibles

 

At March 31, 2009 and December 31, 2008, intangible lease assets, comprised of lease-up intangibles, above market tenant lease intangibles, below market ground lease intangibles and intangible assets related to non-compete agreements, were $666.0 million and $680.0 million, respectively. At March 31, 2009 and December 31, 2008, the accumulated amortization of intangible assets was $183.7 million and $174.0 million, respectively.

 

At March 31, 2009 and December 31, 2008, below market lease intangibles and above market ground lease intangibles were $290.0 million and $293.4 million, respectively. At March 31, 2009 and December 31, 2008, the accumulated amortization of intangible liabilities was $66.3 million and $60.7 million, respectively.

 

(9)   Other Assets

 

The Company’s other assets consisted of the following (in thousands):

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

 

2009

 

2008

 

Marketable debt securities

 

 

 

$

235,007

 

$

228,660

 

Marketable equity securities

 

 

 

1,387

 

3,845

 

Goodwill

 

 

 

50,346

 

51,746

 

Straight-line rent assets, net

 

 

 

123,764

 

112,038

 

Deferred debt issuance costs, net

 

 

 

22,135

 

23,512

 

Other

 

 

 

83,644

 

73,005

 

Total other assets

 

 

 

$

516,283

 

$

492,806

 

 

The cost or amortized cost, estimated fair value and gross unrealized gains and losses on marketable securities follows (in thousands):

 

 

 

 

 

 

 

Unrealized

 

 

 

Cost(1)

 

Fair Value

 

Losses

 

March 31, 2009

 

 

 

 

 

 

 

Debt securities

 

$

295,195

 

$

235,007

 

$

(60,188

)

Equity securities

 

3,865

 

1,387

 

(2,478

)

Total investments

 

$

299,060

 

$

236,394

 

$

(62,666

)

 

 

 

 

 

 

 

 

December 31, 2008

 

 

 

 

 

 

 

Debt securities

 

$

295,138

 

$

228,660

 

$

(66,478

)

Equity securities

 

4,181

 

3,845

 

(336

)

Total investments

 

$

299,319

 

$

232,505

 

$

(66,814

)

 


(1)   Represents the original cost basis of the marketable securities reduced by other-than-temporary impairments recorded through earnings, if any.

 

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Marketable securities with unrealized losses at March 31, 2009 are not considered to be other-than-temporarily impaired as the Company has the intent and ability to hold these investments for a period of time sufficient to allow for an anticipated recovery in fair value. The Company’s marketable debt securities accrue interest ranging from 9.25% to 9.625%, and mature between November 2016 and May 2017.

 

 (10)        Debt

 

Bank Line of Credit and Bridge and Term Loans

 

The Company’s revolving line of credit facility with a syndicate of banks provides for an aggregate borrowing capacity of $1.5 billion and matures on August 1, 2011. This revolving line of credit facility accrues interest at a rate per annum equal to LIBOR plus a margin ranging from 0.325% to 1.00%, depending upon the Company’s debt ratings. The Company pays a facility fee on the entire revolving commitment ranging from 0.10% to 0.25%, depending upon its debt ratings. Based on the Company’s debt ratings at March 31, 2009, the margin on the revolving line of credit facility was 0.55% and the facility fee was 0.15%. At March 31, 2009, the Company had $235 million outstanding under this revolving line of credit facility with a weighted-average effective interest rate of 1.50%.

 

At March 31, 2009, the outstanding balance of the Company’s bridge loan was $320 million. The bridge loan had an initial maturity date of July 31, 2008 that has been extended to July 30, 2009 through the exercise of two extension options. This bridge loan accrues interest at a rate per annum equal to LIBOR plus a margin ranging from 0.425% to 1.25%, depending upon the Company’s debt ratings (weighted-average effective interest rate of 1.23% at March 31, 2009). Based on the Company’s debt ratings at March 31, 2009, the margin on the bridge loan facility was 0.70%.

 

At March 31, 2009, the outstanding balance of the Company’s term loan was $200 million and matures on August 1, 2011. The term loan accrues interest at a rate per annum equal to LIBOR plus a margin ranging from 1.825% to 2.375%, depending upon the Company’s debt ratings (weighted-average effective interest rate of 2.96% at March 31, 2009). Based on the Company’s debt ratings on March 31, 2009, the margin on the term loan was 2.00%.

 

The Company’s revolving line of credit facility and bridge and term loans contain certain financial restrictions and other customary requirements, including cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the agreement (i) limit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value to 60%, (ii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 65%, (iii) require a Fixed Charge Coverage ratio of 1.75 times, and (iv) require a formula-determined Minimum Consolidated Tangible Net Worth of $4.2 billion at March 31, 2009. At March 31, 2009, the Company was in compliance with each of these restrictions and requirements of the revolving line of credit facility and bridge and term loans.

 

Senior Unsecured Notes

 

At March 31, 2009, the Company had $3.5 billion in aggregate principal amount of senior unsecured notes outstanding. Interest rates on the notes ranged from 2.22% to 7.07%. The weighted-average effective interest rate on the senior unsecured notes at March 31, 2009 was 6.24%. Discounts and premiums are amortized to interest expense over the term of the related debt.

 

The senior unsecured notes contain certain covenants including limitations on debt, cross-acceleration provisions and other customary terms. At March 31, 2009, the Company was in compliance with these covenants.

 

Mortgage Debt

 

At March 31, 2009, the Company had $1.6 billion in mortgage debt secured by 187 healthcare facilities with a carrying amount of $2.8 billion. Interest rates on the mortgage notes ranged from 0.56% to 8.63% with a weighted average effective rate of 6.0% at March 31, 2009.

 

Mortgage debt generally requires monthly principal and interest payments, is collateralized by certain properties and is generally non-recourse. Mortgage debt typically restricts transfer of the encumbered properties, prohibits additional liens, restricts prepayment, requires payment of real estate taxes, requires maintenance of the properties in good condition, requires maintenance of insurance on the properties and includes requirements to obtain lender consent to enter into and terminate material leases. Some of the mortgage debt is also cross-collateralized by multiple properties and may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such properties.

 

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Table of Contents

 

Other Debt

 

At March 31, 2009, the Company had $101 million of non-interest bearing life care bonds at two of its CCRCs and non-interest bearing occupancy fee deposits at another of its senior housing facilities, all of which were payable to certain residents of the facilities (collectively, “Life Care Bonds”). At March 31, 2009, $47 million of the Life Care Bonds were refundable to the residents upon the resident moving out or to their estate upon death, and $54 million of the Life Care Bonds were refundable after the unit is successfully remarketed to a new resident.

 

Debt Maturities

 

The following table summarizes our stated debt maturities and scheduled principal repayments, excluding debt premiums and discounts, at March 31, 2009 (in thousands):

 

Year

 

Bank
Line of
Credit

 

Bridge and
Term Loans

 

Senior
Unsecured
Notes

 

Mortgage
Debt

 

Other
Debt
(1)

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2009 (Nine months)

 

$

 

$

320,000

 

$

 

$

117,811

 

$

101,047

 

$

538,858

 

2010

 

 

 

206,421

 

298,503

 

 

504,924

 

2011

 

235,000

 

200,000

 

300,000

 

137,573

 

 

872,573

 

2012

 

 

 

250,000

 

60,922

 

 

310,922

 

2013

 

 

 

550,000

 

233,293

 

 

783,293

 

Thereafter

 

 

 

2,237,000

 

751,308

 

 

2,988,308

 

 

 

$

235,000

 

$

520,000

 

$

3,543,421

 

$

1,599,410

 

$

101,047

 

$

5,998,878

 

 


(1)   Other debt represents non-interest bearing Life Care Bonds and occupancy fee deposits at three of the Company’s senior housing facilities, which are payable on-demand, under certain conditions.

 

(11) Commitments and Contingencies

 

Legal Proceedings

 

From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company’s business. Regardless of their merits, these matters may force the Company to expend significant financial resources. Except as described in this Note 11, the Company is not aware of any other legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s business, prospects, financial condition or results of operations. The Company’s policy is to accrue legal expenses as they are incurred.

 

On May 3, 2007, Ventas, Inc. filed a complaint against the Company in the United States District Court for the Western District of Kentucky asserting claims of tortious interference with contract and tortious interference with prospective business advantage. The complaint alleges, among other things, that the Company interfered with Ventas’ purchase agreement with Sunrise Senior Living Real Estate Investment Trust (“Sunrise REIT”); that the Company interfered with Ventas’ prospective business advantage in connection with the Sunrise REIT transaction; and that the Company’s actions caused Ventas to suffer damages. As set forth in a statement filed by Ventas on January 20, 2009, Ventas claims damages of $122 million representing the difference between the price it initially agreed to pay for Sunrise REIT and the price it ultimately paid, additional claimed damages of $188 million for alleged financing and other costs and punitive damages. The Company believes that Ventas’ claims are without merit and intend to vigorously defend against Ventas’ lawsuit.

 

As part of the same litigation, the Company filed counterclaims against Ventas as successor to Sunrise REIT, alleging, among other things, that Sunrise REIT (i) fraudulently or negligently induced the Company to participate in a rigged, flawed and unfair auction process, (ii) fraudulently or negligently induced the Company to enter into a confidentiality and standstill agreement that was materially different from the agreement entered into with Ventas, (iii) provided unfair assistance to Ventas, and (iv) changed the rules of the auction at the last minute and such change prevented the Company from bidding. On March 25, 2009, the District Court issued an order dismissing the Company’s counterclaims. On April 8, 2009, the Company filed a motion for leave to file amended counterclaims alleging causes of action for fraudulent misrepresentation, fraudulent concealment and negligent misrepresentation in connection with Sunrise REIT’s conduct of the auction process. The District Court has not rendered a decision on the Company’s motion.

 

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Table of Contents

 

The Court has set a trial date of August 18, 2009. The Company expects that defending its interests and, if its motion for leave to file amended counterclaims is granted, pursuing the Company’s own claims will require it to expend significant funds. The Company is unable to estimate the ultimate aggregate amount of monetary gain, loss or financial impact with respect to these matters as of March 31, 2009.

 

Development Commitments

 

As of March 31, 2009, the Company was committed under the terms of contracts to complete the construction of properties undergoing development at a remaining aggregate cost of approximately $27 million.

 

Concentration of Credit Risk

 

Concentrations of credit risks arise when a number of operators, tenants or obligors related to the Company’s investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company regularly monitors various segments of its portfolio to assess potential concentrations of risks. Management believes the current portfolio is reasonably diversified across healthcare related real estate and does not contain any other significant concentration of credit risks, except as disclosed herein. The Company does not have significant foreign operations.

 

On December 21, 2007, the Company made an investment in mezzanine loans to HCR ManorCare with an aggregate face value of $1.0 billion, for approximately $900 million. At March 31, 2009, these loans represented approximately 77% of our skilled nursing segment assets and 7% of our total segment assets.

 

At March 31, 2009, the Company had 80 of its senior housing facilities leased to nine tenants that have been identified as VIE Tenants. These VIE Tenants are thinly capitalized entities that rely on the cash flow generated from the senior housing facilities to pay operating expenses, including rent obligations under their leases. The 80 senior housing facilities leased to the VIE Tenants are operated by Sunrise Senior Living Management, Inc., a wholly-owned subsidiary of Sunrise Senior Living, Inc. (“Sunrise”). Sunrise is publicly traded and is subject to the informational filing requirements of the Securities and Exchange Act of 1934, as amended, and is required to file periodic reports on Form 10-K and Form 10-Q with the SEC.

 

To mitigate credit risk of certain senior housing leases, leases are combined into portfolios that contain cross-default terms, so that if a tenant of any of the properties in a portfolio defaults on its obligations under its lease, the Company may pursue its remedies under the lease with respect to any of the properties in the portfolio. Certain portfolios also contain terms whereby the net operating profits of the properties are combined for the purpose of securing the funding of rental payments due under each lease.

 

DownREIT LLCs

 

In connection with the formation of certain DownREIT LLCs, many members contribute appreciated real estate to the DownREIT LLC in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if the contributed property is later sold by the DownREIT LLC, the unamortized pre-contribution gain that exists at the date of sale is specially allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT LLC. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT LLC in a taxable transaction within a specified number of years after the property was contributed, HCP will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Code (“make-whole payments”). These make-whole payments include a tax gross-up provision.

 

Credit Enhancement Guarantee

 

Certain of the Company’s senior housing facilities are collateral for $135 million of debt (maturing May 1, 2025) that is owed by a previous owner of the facilities. This indebtedness is guaranteed by the previous owner who has an investment grade credit rating. These senior housing facilities, which are classified as DFLs, were acquired in the Company’s merger with CRP. As of March 31, 2009, the facilities had a carrying value of $353 million.

 

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Table of Contents

 

Environmental Costs

 

The Company monitors its properties for the presence of hazardous or toxic substances. The Company is not aware of any environmental liability with respect to the properties that would have a material adverse effect on the Company’s business, financial condition or results of operations. The Company carries environmental insurance and believes that the policy terms, conditions, limitations and deductibles are adequate and appropriate under the circumstances, given the relative risk of loss, the cost of such coverage and current industry practice.

 

General Uninsured Losses

 

The Company obtains various types of insurance to mitigate the impact of property, business interruption, liability, flood, windstorm, earthquake, environmental and terrorism related losses. The Company attempts to obtain appropriate policy terms, conditions, limits and deductibles considering the relative risk of loss, the cost of such coverage and current industry practice. There are, however, certain types of extraordinary losses, such as those due to acts of war or other events that may be either uninsurable or not economically insurable. In addition, the Company has a large number of properties that are exposed to earthquake, flood and windstorm and the insurance for such losses carries high deductibles. Should a significant uninsured loss occur at a property, the Company’s assets may become impaired for a period of time.

 

(12) Equity

 

Preferred Stock

 

At March 31, 2009, the Company had two series of preferred stock outstanding, “Series E” and “Series F” preferred stock. The Series E and Series F preferred stock have no stated maturity, are not subject to any sinking fund or mandatory redemption and are not convertible into any other securities of the Company. Holders of each series of preferred stock generally have no voting rights, except under limited conditions, and all holders are entitled to receive cumulative preferential dividends based upon each series’ respective liquidation preference. To preserve the Company’s status as a REIT, each series of preferred stock is subject to certain restrictions on ownership and transfer. Dividends are payable quarterly in arrears on the last day of March, June, September and December. The Series E and Series F preferred stock is currently redeemable at the Company’s option.

 

On February 2, 2009, the Company announced that its Board declared a quarterly cash dividend of $0.45313 per share on its Series E cumulative redeemable preferred stock and $0.44375 per share on its Series F cumulative redeemable preferred stock. These dividends were paid on March 31, 2009 to stockholders of record as of the close of business on March 13, 2009.

 

On April 23, 2009, the Company announced that its Board declared a quarterly cash dividend of $0.45313 per share on its Series E cumulative redeemable preferred stock and $0.44375 per share on its Series F cumulative redeemable preferred stock. These dividends will be paid on June 30, 2009 to stockholders of record as of the close of business on June 15, 2009.

 

Common Stock

 

During the three months ended March 31, 2009 and 2008, the Company issued 34,000 and 174,000 shares of common stock, respectively, under its Dividend Reinvestment and Stock Purchase Plan (“DRIP”). The Company issued 9,000 and 577,000 shares of common stock upon the conversion of DownREIT units during the three months ended March 31, 2009 and 2008, respectively. The Company also issued 74,000 shares upon exercise of stock options during the three months ended March 31, 2008. No stock options were exercised during the three months ending March 31, 2009.

 

During the three months ended March 31, 2009 and 2008, the Company issued 249,000 and 106,000 shares of restricted stock, respectively, under the Company’s 2000 Stock Incentive Plan, as amended, and the Company’s 2006 Performance Incentive Plan. The Company also issued 182,000 and 131,000 shares upon the vesting of performance restricted stock units during the three months ended March 31, 2009 and 2008, respectively.

 

On February 2, 2009, the Company announced that its Board declared a quarterly cash dividend of $0.46 per share. The common stock cash dividend was paid on February 23, 2009 to stockholders of record as of the close of business on February 9, 2009.

 

On April 23, 2009, the Company announced that its Board declared a quarterly cash dividend of $0.46 per share. The common stock cash dividend will be paid on May 21, 2009 to stockholders of record as of the close of business on May 5, 2009.

 

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Table of Contents

 

Accumulated Other Comprehensive Income (Loss) (“AOCI”)

 

 

 

March 31,

 

December 31,

 

 

 

2009

 

2008

 

 

 

(in thousands)

 

AOCI—unrealized losses on available-for-sale securities, net

 

$

(62,666

)

$

(66,814

)

AOCI—unrealized losses on cash flow hedges, net

 

(11,689

)

(11,729

)

Supplemental Executive Retirement Plan minimum liability

 

(1,799

)

(1,821

)

Cumulative foreign currency translation adjustment

 

(1,315

)

(798

)

Total accumulated other comprehensive loss

 

$

(77,469

)

$

(81,162

)

 

Noncontrolling Interests

 

On March 30, 2009, the Company purchased for $9 million the non-controlling interests in three senior housing joint ventures with a carrying amount of $4 million. The $5 million representing the excess of the payment above the carrying amount of the noncontrolling interest is included in additional paid in capital.

 

Total Comprehensive Income

 

The following table provides a reconciliation of comprehensive income (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2009

 

2008

 

Net income

 

$

52,709

 

$

56,128

 

Other comprehensive income (loss)

 

3,693

 

(53,795

)

Total comprehensive income

 

$

56,402

 

$

2,333

 

 

Substantially all of other comprehensive loss for the three months ended March 31, 2008 related to the fair value of the Company’s derivative instruments. See also discussions of derivative instruments in Note 14.

 

(13) Segment Disclosures

 

The Company evaluates its business and makes resource allocations based on its five business segments: (i) senior housing, (ii) life science, (iii) medical office, (iv) hospital, and (v) skilled nursing. Under the senior housing, life science, hospital and skilled nursing segments, the Company invests primarily in single operator or tenant properties through acquisition and development of real estate, secured financing and marketable debt securities of operators in these sectors. Under the medical office segment, the Company invests through acquisition of MOBs that are primarily leased under gross or modified gross leases, generally to multiple tenants, and which generally require a greater level of property management. The accounting policies of the segments are the same as those described under Summary of Significant Accounting Policies (see Note 2). There were no intersegment sales or transfers during the three months ended March 31, 2009 and 2008. The Company evaluates performance based upon property net operating income from continuing operations (“NOI”) of the combined properties in each segment.

 

Non-segment assets consist primarily of real estate held for sale and corporate assets including cash, restricted cash, accounts receivable, net and deferred financing costs. Interest expense, depreciation and amortization and non-property specific revenues and expenses are not allocated to individual segments in determining the Company’s performance measure. See Note 11 for other information regarding concentrations of credit risk.

 

Summary information for the reportable segments follows (in thousands):

 

For the three months ended March 31, 2009:

 

Segments

 

Rental and
Related
Revenues

 

Tenant
Recoveries

 

Income
From
DFLs

 

Investment
Management
Fees

 

Total
Revenues

 

NOI(1)

 

Interest
and Other

 

Senior housing

 

$

69,012

 

$

 

$

12,925

 

$

783

 

$

82,720

 

$

79,236

 

$

326

 

Life science

 

52,044

 

11,094

 

 

1

 

63,139

 

51,702

 

 

Medical office

 

65,350

 

12,037

 

 

654

 

78,041

 

44,601

 

 

Hospital

 

18,280

 

533

 

 

 

18,813

 

18,060

 

10,725

 

Skilled nursing

 

8,902

 

 

 

 

8,902

 

8,902

 

15,662

 

Total segments

 

213,588

 

23,664

 

12,925

 

1,438

 

251,615

 

202,501

 

26,713

 

Non-segment

 

 

 

 

 

 

 

(2,380

)

Total

 

$

213,588

 

$

23,664

 

$

12,925

 

$

1,438

 

$

251,615

 

$

202,501

 

$

24,333

 

 

23



Table of Contents

 

For the three months ended March 31, 2008:

 

Segments

 

Rental and
Related
Revenues

 

Tenant
Recoveries

 

Income
From
DFLs

 

Investment
Management
Fees

 

Total
Revenues

 

NOI(1)

 

Interest
and Other

 

Senior housing

 

$

70,800

 

$

 

$

14,974

 

$

796

 

$

86,570

 

$

82,917

 

$

316

 

Life science

 

43,230

 

9,382

 

 

1

 

52,613

 

41,015

 

 

Medical office

 

65,163

 

11,577

 

 

670

 

77,410

 

43,787

 

 

Hospital

 

18,936

 

488

 

 

 

19,424

 

18,610

 

10,584

 

Skilled nursing

 

8,776

 

 

 

 

8,776

 

8,776

 

23,185

 

Total segments

 

206,905

 

21,447

 

14,974

 

1,467

 

244,793

 

195,105

 

34,085

 

Non-segment

 

 

 

 

 

 

 

1,237

 

Total

 

$

206,905

 

$

21,447

 

$

14,974

 

$

1,467

 

$

244,793

 

$

195,105

 

$

35,322

 

 


(1)   Net Operating Income from Continuing Operations (“NOI”) is a non-GAAP supplemental financial measure used to evaluate the operating performance of real estate. The Company defines NOI as rental revenues, including tenant recoveries and income from direct financing leases, less property-level operating expenses. NOI excludes investment management fee income, depreciation and amortization, general and administrative expenses, interest and other income, net, interest expense, income taxes, equity income from unconsolidated joint ventures and discontinued operations. The Company believes NOI provides investors relevant and useful information because it measures the operating performance of the Company’s real estate at the property level on an unleveraged basis. The Company uses NOI to make decisions about resource allocations and assess property-level performance. The Company believes that net income is the most directly comparable GAAP measure to NOI. NOI should not be viewed as an alternative measure of operating performance to net income as defined by GAAP since it does not reflect the aforementioned excluded items. Further, the Company’s definition of NOI may not be comparable to the definition used by other real estate investment trusts, as those companies may use different methodologies for calculating NOI.

 

The following is a reconciliation from NOI to reported net income, the most direct comparable financial measure calculated and presented in accordance with GAAP (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2009

 

2008

 

Net operating income from continuing operations

 

$

202,501

 

$

195,105

 

Investment management fee income

 

1,438

 

1,467

 

Depreciation and amortization

 

(80,537

)

(77,632

)

General and administrative

 

(18,991

)

(20,445

)

Interest and other income, net

 

24,333

 

35,322

 

Interest expense

 

(76,674

)

(96,263

)

Income taxes

 

(915

)

(2,241

)

Equity income (loss) from unconsolidated joint ventures

 

(462

)

1,288

 

Total discontinued operations

 

2,016

 

19,527

 

Net income

 

$

52,709

 

$

56,128

 

 

The Company’s total assets by segment were:

 

 

 

March 31,

 

December 31,

 

Segments

 

2009

 

2008

 

Senior housing

 

$

4,442,165

 

$

4,441,689

 

Life science

 

3,555,747

 

3,545,913

 

Medical office

 

2,282,355

 

2,281,103

 

Hospital

 

1,040,938

 

1,033,206

 

Skilled nursing

 

1,195,170

 

1,191,091

 

Gross segment assets

 

12,516,375

 

12,493,002

 

Accumulated depreciation and amortization

 

(998,237

)

(933,651

)

Net segment assets

 

11,518,138

 

11,559,351

 

Real estate held for sale, net

 

15,120

 

19,799

 

Non-segment assets

 

268,031

 

270,676

 

Total assets

 

$

11,801,289

 

$

11,849,826

 

 

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Table of Contents

 

On October 5, 2006, simultaneous with the closing of the Company’s merger with CRP, the Company also merged with CNL Retirement Corp. (“CRC”). CRP was a REIT that invested primarily in senior housing and medical office buildings. Under the purchase method of accounting, the assets and liabilities of CRC were recorded at their relative fair values, with $51.7 million paid in excess of the fair value of CRC recorded as goodwill. The CRC goodwill amount was allocated in proportion to the assets of the Company’s reporting units (property sectors) post-closing to the CRP acquisition.

 

At March 31, 2009, goodwill was allocated to segment assets as follows: (i) senior housing—$30.5 million, (ii) medical office—$11.4 million, (iii) hospital—$5.1 million, and (iv) skilled nursing—$3.3 million. Due to a decrease in our market capitalization during the first quarter of 2009, we performed an interim assessment of goodwill. In connection with this review, the Company recognized an impairment charge of $1.4 million, included in interest and other income, net, for the goodwill allocated to the life science segment.

 

(14) Derivative Instruments

 

The Company uses derivative instruments as hedges to mitigate interest rate fluctuations on specific forecasted transactions and recognized obligations. The Company does not use derivative instruments for speculative or trading purposes.

 

The primary risks associated with derivative instruments are market and credit risk. Market risk is defined as the potential for loss in value of the derivative instruments due to adverse changes in market prices (interest rates). Utilizing derivative instruments allows the Company to effectively manage the risk of increasing interest rates with respect to the potential effects these fluctuations could have on future earnings and cash flows.

 

Credit risk is the risk that one of the parties to a derivative contract fails to perform or meet their financial obligation. The Company does not obtain collateral associated with its derivative instruments, but monitors the credit standing of its counterparties, primarily global institutional banks, on a regular basis. Should a counterparty fail to perform, the Company would incur a financial loss to the extent that the associated derivative contract was in an asset position. At March 31, 2009, the Company does not anticipate non-performance by counterparties to its outstanding derivative contracts.

 

During October and November 2007, the Company entered into two forward-starting interest rate swap contracts with notional amounts aggregating $900 million and settled the contracts in 2008. The interest rate swap contracts are designated in qualifying, cash flow hedging relationships, to hedge the Company’s exposure to fluctuations in the benchmark interest rate component of interest payments on forecasted, unsecured, fixed-rate debt expected to be issued in 2010. At March 31, 2009, the Company expects that the hedged forecasted transactions remain probable of occurring.

 

The following table summarizes the Company’s outstanding interest rate swap contracts as of March 31, 2009 (dollars in thousands):

 

Date Entered

 

Effective Date

 

Maturity Date

 

Pay
Fixed
Rate

 

Receive Floating
Rate Index

 

Notional
Amount

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 13, 2005

 

July 19, 2005

 

July 15, 2020

 

3.820%

 

BMA Swap Index

 

$

45,600

 

$

(2,415

)

 

(15) Supplemental Cash Flow Information

 

 

 

Three Months Ended March 31,

 

 

 

2009

 

2008

 

 

 

(in thousands)

 

Supplemental cash flow information:

 

 

 

 

 

Interest paid, net of capitalized interest and other

 

$

93,685

 

$

123,715

 

Taxes paid

 

360

 

51

 

Supplemental schedule of non-cash investing activities:

 

 

 

 

 

Capitalized interest

 

6,020

 

9,362

 

Accrued construction costs

 

(1,820

)

(1,248

)

Loan received upon real estate disposition

 

251

 

 

Supplemental schedule of non-cash financing activities:

 

 

 

 

 

Mortgages assumed with real estate acquisitions

 

 

4,892

 

Restricted stock issued

 

249

 

106

 

Vesting of restricted stock units

 

182

 

131

 

Cancellation of restricted stock

 

(12

)

(2

)

Conversion of non-managing member units into common stock

 

246

 

23,922

 

 

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Table of Contents

 

 

 

Three Months Ended March 31,

 

 

 

2009

 

2008

 

 

 

(in thousands)

 

Supplemental cash flow information:

 

 

 

 

 

Unrealized gains (losses) on available for sale securities and derivatives designated as cash flow hedges

 

3,748

 

(54,141

)

 

(16) Earnings Per Common Share

 

The following table illustrates the computation of basic and diluted earnings per share for the three months ended (dollars in thousands, except per share and share amounts):

 

 

 

March 31,

 

 

 

2009

 

2008

 

Numerator

 

 

 

 

 

Income from continuing operations

 

$

50,693

 

$

36,601

 

Noncontrolling interests’ and participating securities’ share in earnings

 

(4,141

)

(6,266

)

Preferred stock dividends

 

(5,283

)

(5,283

)

Income from continuing operations applicable to common shares

 

41,269

 

25,052

 

Discontinued operations

 

2,016

 

19,527

 

Net income applicable to common shares

 

$

43,285

 

$

44,579

 

Denominator

 

 

 

 

 

Basic weighted average common shares

 

253,335

 

216,773

 

Dilutive stock options and restricted stock

 

88

 

618

 

Diluted weighted average common shares

 

253,423

 

217,391

 

Basic earnings per common share

 

 

 

 

 

Income from continuing operations

 

$

0.16

 

$

0.12

 

Discontinued operations

 

0.01

 

0.09

 

Net income applicable to common stockholders

 

$

0.17

 

$

0.21

 

Diluted earnings per common share

 

 

 

 

 

Income from continuing operations

 

$

0.16

 

$

0.12

 

Discontinued operations

 

0.01

 

0.09

 

Net income applicable to common shares

 

$

0.17

 

$

0.21

 

 

Restricted stock and certain of the Company’s performance restricted stock units are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share. For the three months ended March 31, 2009 and 2008, earnings representing nonforfeitable dividends of $0.3 million and $0.6 million, respectively, were allocated to the participating securities.

 

Diluted earnings per common share is calculated by including the effect of dilutive securities. Options to purchase approximately 6.2 million and 1.9 million shares of common stock that had an exercise price in excess of the average market price of the common stock during the three months ended March 31, 2009 and 2008, respectively, were not included because they are anti-dilutive. Restricted stock and performance restricted stock units convertible into 0.6 million shares and 0.7 million shares, respectively, of common stock during the three months ended March 31, 2009 and 2008, respectively, were not included because they are anti-dilutive. Additionally, 6.4 million shares issuable upon conversion of 4.8 million DownREIT units during the three months ended March 31, 2009, were not included since they are anti-dilutive. During the three months ended March 31, 2008, 9.5 million shares issuable upon conversion of 7.0 million DownREIT units were not included since they were anti-dilutive.

 

(17) Fair Value Measurements

 

The following tables illustrate the Company’s fair value measurements of its financial assets and liabilities measured at fair value in the Company’s condensed consolidated financial statements. The second table includes the associated unrealized and realized gains and losses, as well as purchases, sales, issuances, exchanges, settlements (net) or transfers for financial instruments classified as Level 3 instruments within the fair value hierarchy. Realized gains and losses are recorded in interest and other income, net on the Company’s condensed consolidated statements of income.

 

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Table of Contents

 

The following is a summary of fair value measurements of financial assets and liabilities at March 31, 2009 (in thousands):

 

Financial Instrument

 

Fair Value

 

Level 1

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

Marketable equity securities

 

$

1,387

 

$

1,387

 

$

 

$

 

Marketable debt securities

 

235,007

 

220,907

 

14,100

 

 

Interest rate swaps(1)

 

(2,415

)

 

(2,415

)

 

Warrants(1)

 

1,611

 

 

 

1,611