Healthpeak Properties, Inc.

Please note that this event is being recorded. I would now like to turn the conference over to Andrew Johns, Senior Vice President, Investor Relations. Please go ahead.

Welcome to HealthPeaks' fourth quarter 2023 financial results conference call. Today's conference call will contain certain forward-looking statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are subject to risk and uncertainties that may cause actual results to differ materially from expectations. Discussion of risk and risk factors is included in our press release and detailed on our filings of the SEC. We do not undertake a duty to update any forward-looking statements. Certain non-GAAP financial measures we discussed on this call. In an exhibit of the 8K we furnished to the SEC yesterday, we have reconciled all non-GAAP financial measures to most directly comparable GAAP measures in accordance with the Reg G requirement. The exhibit is also available on our website at healthpeak.com. I'll now turn the call over to our President, Chief Executive Officer, Scott Brinker.

Thanks, Andrew. Good morning and welcome to HealthPeak's fourth quarter earnings call. Joining me today for prepared remarks is Pete Scott, our CFO. Joining for Q&A is John Thomas, the CEO of Physicians Realty Trust and our senior team. I want to start by thanking our entire team for their contributions in 2023. Public market volatility notwithstanding, your collaboration and winning mindset allowed us to produce record leasing volumes in two of our three business segments. and to exceed our initial same store and earnings guidance by 130 basis points and $0.05 per share, respectively. Last evening, we reported a strong fourth quarter, both operationally and financially. For the fiscal year, we grew same store NOI by 4.8% and FFO per share by 5.5%, driving our dividend payout ratio below 80%. The balance sheet remains in great shape with 5.2 times net debt to EBITDA at year end. We expect to close the strategic combination with Physicians Realty Trust on March 1. Since the announcement in late October, the two teams have been working side by side on culture, best practices, tenant relationships, technology, and every other area that will determine the success of the merger. We have the highest level of confidence that this combination will, in fact, augment our platform capabilities, relationships, balance sheet, and earnings. Just last week, we internalized property management in three markets, with up to six additional markets expected to go in-house by mid-year. We've had near 100% success bringing the existing third-party staff onto our team. Those employees, on average, have worked in these buildings for seven years, minimizing execution risk. As for synergies, We're confident we'll achieve the targets we outlined in late October, and they are contributing several cents per share to our earnings in 2024. Pete will expand upon the synergies and outlook in a few minutes. I want to share some thoughts on the operating environment for the two largest segments, starting with outpatient medical, where the sector is benefiting from demand exceeding supply. We have two decades of operating history in the sector, and in 2023, we were at or near all-time highs for leasing volume, retention, renewal spreads, and same store growth. Looking forward to 2024, our same store outlook includes the dock portfolio and is 75 basis points above our five year history for initial guidance. We expect to benefit from sector fundamentals that have never been stronger, high quality assets and operations, and internalization. Most important, we believe we're combining the two best outpatient platforms in the country to create an even bigger and better company to drive internal and external growth for the next decade plus. Today, more than 65% of the tenants in the combined portfolio are health systems. When they make leasing decisions, it's often driven by relationships and no one is better positioned than the combined company. It's a very different leasing dynamic than other real estate sectors who deal with tens of thousands of very small tenants. Relationships are absolutely critical in our sector, and the senior team of the combined company has more than 200 years of experience in the sector, creating an unrivaled relationship network. Our next generation coming behind them is learning from the best and bringing energy to continue innovating as the sector evolves. Let me turn to our lab business. The fundamental drivers of long-term growth are solidly intact, with both drug approvals and new drug applications at or near all-time highs. That means R&D funding is paying dividends, creating a virtuous cycle. Big Pharma is wrapping up partnership deals and M&A to replace looming patent expirations, and companies with good data have ready access to capital. At the same time, venture capital deployment and the IPO market remain soft, and boards are deferring leasing decisions when possible. Those dynamics will eventually turn in our favor and we'll be well-positioned to capitalize. We can also comfortably underwrite a massive reduction in new deliveries starting in 2025. Fortunately, even during the market exuberance for life science, we stuck to our strategy. As a result, we're highly concentrated in five of the best submarkets in the country, where we have significant scale and deep relationships to capture leasing demand. Moreover, 85% of our rent is from campuses with 400,000 feet or more, which allows us to offer a wide range of price points and space plans and to accommodate expansions, all of which are important to tenants. Year to date, we've signed 58,000 feet of leases with another 115,000 feet under LOI, plus active discussions across our portfolio, so an encouraging start to the year. Cyclical slowdowns create opportunity on the other side, and we're preparing accordingly. In the past few months, we've received approvals or entitlements that expand our land bank to more than 4 million square feet in two of the most important life science submarkets in the country. We're well positioned when new development begins to pencil. On a related point, we were pleased to close on the sale of the 65% interest at our Kellen Ridge development for a 5.3% cap rate, with rents essentially at market on a long-term lease. The sale was driven by favorable pricing, not a desire to reduce our lab exposure. we're actively evaluating capital recycling opportunities across the combined $20-plus billion portfolio, including outright sales and JV recaps. Any such proceeds would likely be used to fund a growing pipeline of relationship-driven opportunities across our core segments, though we could always consider stock buybacks or debt repayment depending on relative returns. I'll close by saying that the macro backdrop has been casting a shadow over the underlying strength of the company. We can't control that shadow but we're more confident than ever about what lies behind it, in particular our platform, portfolio, and balance sheet. I'll turn it to Pete.

Thanks, Scott. Starting with our financial results, we finished the year on a strong note. For the fourth quarter, we reported FFOs adjusted of 46 cents per share and total portfolio same-store growth of 3.6%. For the full year, we reported FFOs adjusted of $1.78 per share and total portfolio same-store growth of 4.8%. And our balance sheet is in great shape as we finish the year with a 5.2 times net debt to EBITDA. Let me provide a little more color on segment performance. In lab, same-store growth for the quarter was 2.7%, bringing our full-year growth to 3.7%, in line with the midpoint of our guidance range. During the year, We signed 985,000 square feet of leases with positive cash releasing spreads on renewals of 23%. The majority of these lease transactions were signed with existing relationships, and we were also successful in capturing incremental demand from new tenants. Occupancy in our operating portfolio ended the year at 97%. Turning to outpatient medical. we had a strong finish to the year with 4.3% same-store growth, bringing full-year growth to 3.4%, in line with the midpoint of our guidance range. Occupancy ended the year at 91%, and our tenant retention was approximately 80%. Both metrics are reflective of our leading portfolio and platform. Finishing with CCRCs, same-store growth for the quarter increased 5%, bringing full-year growth to 15.6%. 2023 was a record year of entrance fee sales and cash collections. These cash collections exceeded the amortized amount included in both FFO and AFFO by $40 million. Two quick items on our financial results before shifting gears to our 2024 outlook. For the fourth quarter, our board declared a dividend of 30 cents per share. The dividend payment is forecast to remain the same post-closing of the merger, which should provide us with incremental retained earnings in 2024. You probably also noticed that DOC filed an 8K earlier this week with preliminary fourth quarter and full year 2023 results. They expect to complete their 10K and other financial reporting on their normal timeline in the next few weeks. Turning now to our combined outlook for 2024. Given our high degree of confidence the merger will close, coupled with the heavy lifting done by our respective teams to successfully integrate our forecasting, we are in a position to provide investors with an initial view of our combined 2024 outlook. However, critical items, including finalizing the GAAP merger adjustment, will not occur until after the closing date so we will make any necessary updates to our outlook and finalized guidance most likely in conjunction with our first quarter earnings. With all that said, our initial outlook for 2024 is as follows. FFOs adjusted ranging from $1.73 to $1.79 per share, which includes merger-related benefits of approximately two to three pennies. AFFO ranging from $1.50 to $1.56 per share, which includes merger-related benefits of approximately five pennies, and total same-store growth ranging from positive 2.25% to positive 3.75%. Let me touch on some of the major items that underlie our outlook. First, based on the March 1st closing date, our outlook is for two-month standalone health peak and 10-month combined health peak and dock. The result of this is a weighted average share count of approximately 690 million for full year 2024, assuming no additional equity issuances. Second, we have identified sources for all of our capital needs and have no remaining funding requirements in 2024. We upsized our five-year term loan to $750 million and recently swapped the entire amount to a fixed rate of 4.5%. Last month, we closed on our well-received Callen Ridge joint venture, generating $130 million of proceeds and eliminating $22 million of future TI spend. We have $250 million of projected retained earnings given our well-covered dividend, and we expect some seller financing debt repayments. These proceeds will be used to fund our development and redevelopment pipeline repay $210 million of docs, private placement notes, and fund all of our transaction costs. Third, G&A is expected to range from $95 million to $105 million, which compares to standalone peak at approximately $95 million for full year 2023. All in, our G&A is only increasing by approximately $5 million at the midpoint, despite inflation, and our asset base increasing by $5 billion. Fourth, our current FFO outlook includes a negative three penny mark to market on the $1.9 billion of dock debt that we will assume. Notably, we do not add back this headwind to FFOs adjusted. Fifth, perhaps conservatively, we do not include any benefit from the graphite bio termination fee in our FFOs adjusted. Sixth item, the components of same-store growth are as follows. We see outpatient medical ranging from positive 2.5% to positive 3.5%. Fundamentals in outpatient medical continue to improve versus historical norms, including higher tenant retention, increased rent mark to market, and increased escalators. Our outpatient medical same-store NOI for 2024 is approximately $825 million, or 60% of the overall pool. We have included the DOC portfolio in our same store pool for 2024, given the size and strategic nature of the merger. Turning to lab, we see same store growth ranging from positive 1.5% to positive 3%. Lab growth is driven by contractual rent escalators, positive rent mark to market, and the benefit of increased NOI from internalizing operations in San Francisco and San Diego. Not surprising, we do have some offsets, including a modest decline in occupancy relative to 2023 and timing of free rent, which naturally fluctuates year to year and is a headwind, particularly in the first quarter. Finishing with CCRCs, we continue to see growth in 2024 with a same store outlook of positive 4% to positive 8%. I thought it would be helpful to finish with a high level bridge of the major drivers in our outlook. Our outlook includes $40 million of synergies from the merger, noting that a portion of these synergies are operational and flowing through NOI. We see approximately $30 million of year over year earnings benefit from same store growth. And we see a positive $15 million benefit from development earning largely Vantage and Nexus, plus the benefit from the Callen Ridge joint venture. So there are certainly a lot of tangible positive trends, but we are facing some headwinds. Interest expense is forecast to increase $35 million due to a combination of rising interest rates as well as the aforementioned debt mark to market. There is an approximate $10 million earnings roll down due to some one-time security deposits received in our lab business in 2023 that are not forecast in 2024, plus dilution from potential seller financing debt repayment, which, although diluted, does provide capital to recycle into our core businesses. We have $40 million of a temporary decline in NOI at two marquee campuses that I wanted to spend a moment on. There is $30 million of year-over-year decline in NOI from the well-disclosed Amgen exploration at Oyster Point. The 323,000 of combined square footage across three assets is being put into redevelopment as we upgrade these assets to Class A product and multi-tenant buildings. We are rebranding the campus port side at Oyster Point and substantially upgrading the amenity package and infrastructure in order to integrate the buildings more with the code, creating a nearly 2 million square foot contiguous mega campus with leading life science tenants. We have backfilled 101,000 square feet of the explorations already with our client lease, although we don't expect that lease to commence until the third quarter as we complete work to the base building and their suite. Second, after months of uncertainty, we have clarity on the Serenno Therapeutics situation. although the lease rejections do result in a negative $10 million NOI impact in 2024. We have placed the 168,000 square foot director's place assets into redevelopment and are actively touring tenants through the buildings. There is a nice mark-to-market upside opportunity on this campus as we re-tenant the buildings, but the downtime is a headwind in 2024. In addition to the headwinds discussed already, we have included about $10 million in conservatism in our outlook for various items, including potential further capital recycling activities, proactive lease terminations, and bad debt. In conclusion, while there are lots of puts and takes to our outlook, let me try and sum it up succinctly. Core operations are performing in line to perhaps better than expectations. Lab is not growing at the same rate as the last 10 years. Nothing grows to the sky in perpetuity, but we do like our market positioning and firmly believe we will outperform as sentiment and fundamentals improve. On the other side of the spectrum, outpatient medical is growing at a higher rate than historical averages as demand is outstripping supply. A key thesis in our merger with Doc, combined with the improved capabilities and significant synergies. We have managed the balance sheet conservatively But like all REITs, we are not immune to rising rates, nor can we avoid the required merger related debt mark to market. And as we have consistently pointed out, we have two large marquee campuses undergoing significant repositioning. We have forecast the capital spend for these redevelopments in our 2024 plan, but none of the earnings upside. We are confident in our ability to recoup the lost NOI, but our base case assumption is lease commencements won't start at these projects until 2025 and beyond. If we can outperform that timeline, then we will have further upside to our outlook. With that, let's open it up to Q&A.

We will now begin the question and answer session. To ask a question, you may press star then one on your touchtone phone. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, press star one again. So that everyone may have a chance to participate, we ask that participants limit their questions to one and a related follow-up. If you have additional questions, please recue. At this time, we'll pause momentarily to assemble our roster. Our first question comes from the line of Nick Ulico with Scotiabank. Please go ahead.

Thanks. I guess the first question is just relating to the guidance. I appreciate all the info you gave us on the Doc Impact Plus. some of the other year-over-year items. But is there any way to kind of think about, you know, what just legacy peak, you know, FFO or AFFO growth would be year-over-year, just putting aside sort of all the merger impacts, maybe just on like a percentage basis or, you know, a penny's impact? Thanks.

Yeah. Hey, Nick. It's Pete here. Maybe I'll just start with AFFO. You know, we did provide this year because of all the gap merger related items, and we don't necessarily want to get mired into discussion on all of those on this call. But if you look at this year versus. Where we were last year, our outlook is effectively. You know, flat, but that does include the benefit of the synergies. You know, if you try and back those out, you'd say our would be down. Year over year, and that's actually a correct statement. And if you go back to. the merger proxy, the S4 we put out, you'd actually see that in our forecast as well. And that's really primarily because of the temporary lost NOI at the two large campuses I mentioned in the prepared remarks. So, you know, if it were not for this merger, our AFFO would actually be down year over year, but certainly with the benefits of this merger, the accretion we've articulated being about five pennies per share, we're able to keep our AFFO flat year over year.

okay thanks that's helpful uh i guess second question is is just in terms of um you know the lab business if you can give maybe a little bit more feel for the you know the leasing that you talked about that's um you know in the pipeline right now um you know kind of how that how if any of that relates to uh san diego plus you know how we should think about i guess the composition of um uh you know, what leasing would look like going forward from a maybe mark-to-market standpoint, because I know that was impacted in the fourth quarter. Thanks.

Yeah. Good question, Nick. I'm not surprised that you're asking it. You know, we did disclose that we signed year-to-date about 175,000 square feet of leases and LOIs. You know, the first week of January is quite slow, so that's probably – you know, a pretty good four-week number. If you annualize that, you know, it's still trending in a positive direction as you compare it to a year ago and where leasing was. I'll turn it actually to Scott Bone to give a little bit more color on the composition of those leases and LOIs.

Yeah. Hey, Nick, Scott. You know, on those LOIs, we're, you know, it's a multitude of deals. It's not just one large deal, you know, really across all the markets. You know, as we talked about, Over the past few quarters, the demand has really trended towards the kind of sub 30,000 square foot range, and that's where the bulk of those deals are today. We're pretty happy with the economics that we're shaking out on those. When you look at mark-to-market on the portfolio, we were probably in the 20% range last year. If you look at today, just taking into account where we are, Probably more in the 5% to 10% range, but that varies greatly, you know, given the TI capital and other aspects of the lease that are in play today. So, you know, hard to pin down an exact number just because there's so much differentiation in the leases today, but I'd say it's probably in the 5% to 10% range overall.

Okay, thanks.

Your next question will come from the line of Juan Sanabria with BMO Capital Markets. Please go ahead.

Hi, good morning. Just a question on dispositions. You talked about potential for more assets to come on the market. So just curious if you'd give a little bit more flavor for the types of assets that you may look to sell. Would they be kind of core assets? long leased assets, stabilized, or maybe more non-core assets. Just kind of curious on what may be being floated out there at this point in time.

Yeah. Hey, Juan and Scott. I mean, obviously we're not happy with where the stock is trading. There's a pretty big disconnect between what the private market would value our assets at and what the public markets would. So we're certainly looking at all available opportunities to create value. So I would say it's a pretty wide-ranging menu of things that we're considering. If it's core assets like we did in San Diego a couple of weeks ago, it would be more likely than not kind of a recap where we maintain an ownership stake. We don't have a whole lot of sort of true non-core assets, but we have less core assets that we could consider selling, those may come at slightly higher cap rates than the print we had a couple of weeks ago in San Diego. That was obviously an A-plus type asset in campus. But we're looking at a number of things. We've been saying that for the last year. We were a net seller of real estate in 2023. From where we sit here today, we'll probably be a net seller in 2024. But we have the ability to be price sensitive. Balance sheets in great shape. Sources and uses are spoken for. So we'd be price sensitive on anything that we do.

Great. And then I'm hoping maybe you could talk to the, maybe a question for Pete, the cadence of lab, same store growth. You mentioned there could be kind of a temporary drag in the first quarter. I believe you said free runs, not sure. Lots of information, Dave, which is great. But just curious if you could talk about the cadence of expected growth for fiscal year 24.

Yeah, sure, Juan. I think from an FFO perspective, I would say that the cadence, there's probably not a huge amount of variability as you look out across the four quarters in the year. I will say that some of these larger leases that are commencing in the first quarter for lab, especially some of the ones we've been pretty vocal about, like the Voyager deal out in Boston that we did that commenced the beginning of this month, or January, I should say, beginning of the year, as well as the RevMed deal. I mean, they just came with three months of free rent, and we have the MGM deal that we just commenced as they took over one of the Amgen buildings that expired. So there's just a, I'm not going to say there's a significant amount of additional free rent beyond what's market, but all of those leases are pretty sizable and commenced earlier this year. So it's just going to have a little bit of an impact on the first and second quarter same store numbers relative to the overall guide. And that's really why I wanted to point that out. Some years free rent works in your favor, some years it doesn't. A little bit of a headwind this year in our number. But again, these are long-term leases with really high quality tenants. So I just wanted to point out that same store for lab will be a little bit weaker first half of the year versus second half.

I appreciate it. Thank you. Yep.

Your next question comes from the line of Michael Griffin with Citi. Please go ahead.

Great, thanks. I wanted to ask on the development pipeline. I noticed some of those projects were pushed out a couple quarters relative to last quarter. Curious if you could give any color on why that's the case. Are there any worries about demand for those projects?

Yeah. Hey, Griff, it's Pete. I can certainly start with that. And I'll hit on the biggest ones. you know, Vantage, we actually delivered a portion of that late last year. And then the initial occupancy is for what's remaining. And we do have another lease with Estella that's expected to start, you know, later this year. So that's really the reason why that got pushed back a little bit. It's because we delivered a portion of that. You know, on Gateway, we have certainly talked about that at length over the last, you know, six to nine months with the So rent those situation, I mean, realistically, the way we look at it, even if we signed a lease today. Between space planning and actually doing some of the work. To do this specific T, I build out, I mean, you're talking about 6 to 9 months before at least. Can even commence, we don't have a lease signed at this point in time. So, as a result, we did push that out a little bit. We're certainly touring tenants. Through the building and the facility, it's a really great looking high quality campus a plus right there overlooking the 805. but as we look out, you know, based upon how long it takes leases to get signed that has actually slowed a little bit. We decided that it made sense to push that out. Just a couple quarters. I don't know Scott bone. If there's anything you'd want to add to that. No, that's good. Yeah.

Great thanks. And then I just wanted to touch again on the synergies from the merger. You talked about, you know, realizing about 40 to 60 million of that seems like the merger is going, you know, on pace or maybe even better than expected. Curious if you could see any additional upside kind of on top of that 60 million or if that's sort of the kind of highest level of synergies that you could see.

Yeah, Griff, I'll take that. Scott, in October, we talked about 40 million of year one run rate synergies, and we've got a full $40 million in our 2024 guidance. So I would say we are ahead of expectations in year one. So hopefully we can exceed that number as well. In terms of year two, we'll see. The internalization so far is going well. Three markets down, six more in the queue. So we're taking them one at a time just to make sure that it goes well, reduce execution risk. But if we're satisfied with the results, we could certainly continue to internalize more and more markets going forward. And that would be a big part of achieving the high end, if not above the high end of that synergy range.

Great. That's it for me. Thanks for the time.

Your next question comes from the line of Rich Anderson with Wedbush. Please go ahead.

Hey, thanks. Good morning. So on the Amgen and Sorrento spaces, I think the next time we'll see that in the numbers is 2026. Correct me if I'm wrong. Is any one of the other sort of maybe faster to the punch? It sounds like Sorrento is a little bit more ready to use based on what your comments were. I'm just curious what the realistic timeline is to see them back in cash-paying assets.

Yeah. I think, Rich – You know, as you quoted 2 years, that's really more of a same store figure. I would say from a lease out perspective. You know, as you pointed out the 2 campuses, so rent out the scope of work is. You know, less significant on that than the scope of work. On the port side project that we've rebranded. So I would say that we can finish the scope of work on. So, rent though, and that's the director's place campus. A lot quicker than we'll actually finish the work on the port side campus. So I would see, you know, probably earlier from that campus. If I were to give you some guidance between the 2, then I would from the port side campus. Although that said, you do have to bear in mind that we will actually commence that least 101,000 square foot lease at port side. with client later this year. So we have backfilled some of that. We have not backfilled at this point any of the Sorrento campus, but we're certainly touring tenants through it.

Okay. Hey, Rich, can I add something to that? Sure, sure, Scott. From my seat, like our lab business, even two years ago, we're essentially at 98, 99% occupancy, essentially nothing in redevelopment and a completely pre-lease development pipeline from where we sit Today, we've got some upside in occupancy on the operating portfolio that Scott and Mike are working on. We've got a pretty big redevelopment bucket that has a lot of NOI upside and then a fair amount of development that hasn't been leased yet. So just on Amgen, Sorrento, and Vantage alone, you're talking about $50, $60 million of NOI upside. I don't know if that's 25 or 26, but we do think it's achievable. Those are all Class A assets. Now, there's a cost of capital, so maybe subtract a little bit of that upside from an earnings standpoint, but it's substantial. So our lab business two years ago was kind of at full utilization, for lack of a better word, and today there's a fair amount of upside for us to go recapture.

Okay, yeah, fair. Thanks for that color, Scott. The second question, shifting over to MOBs or outpatient medical, whatever we call them. So You guys are guiding to 3%, same store, you know, combined with Doc. Your big, your play peer healthcare realty sees a path to same store going up over the next couple of years beyond that through some, you know, occupancy lift and whatnot. I'm curious if you have a game plan as three sort of like, you know, that's your starting point, but do you see more growth out of medical office now, you know, representing the majority of your portfolio? Do you see more growth potential beyond that 3%, which has been sort of the legacy level of growth for medical office over the many several past years? I'm wondering where you see it going from here. Thanks.

Yeah, I mean, it's really been a 2% to 3% growth business for the last decade. We do see that accelerating. It's not going to 10, but we do think it's going to improve for the forward 5 to 10 years versus the previous 5 to 10 years, just given supply-demand, construction costs, therefore our ability to push rents so our guidance this year is at the very high end actually well above the high end of any guidance we've given in that segment historically we have a pretty good track record of beating our same store guidance and our earnings guidance so you can assume that hopefully there's some upside to the number that we gave but it's a combination of occupancy obviously we were up 40 basis points quarter over quarter i think like 60 basis points year over year all-time high releasing spreads, all-time high retention. So, yeah, we do think that there's some upside to the historical outpatient medical growth rate.

How do you condition tenants to be okay with higher rents, right, because they've lived with this world and, you know, you've got to be careful about, you know, sort of screwing up the system, so to speak. Is it there for the taking, you think, or do you sort of have to sort of thread that needle?

Yeah, and I'll ask John and Tom to comment as well. They're both here today.

Yeah, if you look at, Rich, the rents, I mean, we've seen what's actually benefited us is the new developments because the market rents that are coming in on those is typically 20% or so higher than what the existing rates are. So it gives us a little room to grow. And then if you look at our tenancy, back 20 years ago, it was 25% hospital rents. leases and 75% third-party physicians. Today, that number is 65% hospitals. So you do have a little more ability to push the rents up when you're dealing with the institutions like that. John, if you had anything to add.

Yeah, no, I agree with that, Tom. And I think we've seen six straight quarters of well above that in renewal spreads. And then conditioning, your comment about conditioning tenants, I mean, the options, as Tom said, uh you know historically was to go to a new building but the rents now are 20 higher in a new building so it's just it's much more uh i guess negotiating leverage and if you're raising the rents five to ten percent that's better than the twenty percent and that's the conditioning and then um inflation increases you know that's more important i think than the renewal spread right now we're starting to get across the board you know, annual increasers that are fixed of three to four to five percent. People don't want to do inflationary, you know, CPI increasers. So that just adds to that continuous stream. So it's more and more of the portfolio roles, you know, more and more of the rents are, you know, going up three, four, five percent on renewal spreads, and then you're adding a three to four percent annual increaser. So the next 10 years, as Scott said, is very optimistic.

Great. Great color. Thanks.

Your next question comes from the line of Wes Galladay with Baird. Please go ahead.

Hey, good morning, everyone. Can you comment on what's going on with the push out of collecting on the seller financing? Looks like it was pushed out a few months.

Yeah, you know, the seller financing, I mean, we actually did quite well off of providing that on our senior housing sales, which were, you know, three, four years ago. So it's a business that We actually like if we provide the right, you know, LTV to the counterparty. You know, with these loans, we've gotten repaid a lot over the last few years. I mean, the balance was, I think, $700 million. It was pretty high, down now to about $175 million. You know, in our guidance for this year called Outlook, we had $0 to $100 million getting repaid, so $50 million at the midpoint. Could be a little bit higher than that, and obviously that's probably more front of the year weighted as well. I think our expectation is if it gets repaid, it will get repaid in the very near term. If not, it would get extended, which obviously if it gets extended versus repaid, then there's an earnings benefit to that. But again, the expectation, given where the LTBs of those are, is that as the counterparty sell assets, we'd expect to get those loans repaid. and probably, you know, more towards the front end of the year.

Okay, thanks for that. And then I guess, can you comment on maybe how the conversations are going on leasing lab space? I think you had new leasing of just under 200,000 square feet in the fourth quarter. It looks like some good activity in the first half in January. And maybe there's a little bit of a lag effect, but there's been some M&A in the space. There's the biotech index has had a nice bounce. Any noticeable change in your conversations?

Yeah, Wes, this is Scott Bowen. I think from a demand perspective, you know, we're in line with pre-COVID levels across all three portfolios. Boards are still cautious, as Pete mentioned, taking, you know, new space and expansions and things like that. We are seeing some groups who have been, you know, on the sidelines or kind of have been floating around on the market, really kind of starting to dig in on space plans and getting real as they approach funding to some of the capital markets. both private and public, open up. So I think that we're off to a strong start for the year. We like the way that the pipeline is shaping up. The underlying fundamentals that Scott mentioned in his prepared remarks are strong indicators of future demand.

Thanks for the time.

Your next question comes from the line of Jim Kammerd with Evercore. Please go ahead.

Good morning. Thank you. You know, the Q&A is kind of built on some of this, but could you provide a little bit more detail regarding the 700 to 800 million of development, redev, and CapEx guidance that you provided? Because I ask, you kind of reconcile to the known development and redevelopments and what remains to be spent. And even if that were all spent in 24, I think that's, you know, roughly half of kind of a 700 million kind of target. So is this other activity at ALY, Vantage, Vista Sorrento, et cetera, if you just help, kind of what are the major components of that in terms of that total spend for 24, please?

Yeah, happy to take that, Jim. I mean, obviously on the development side, we still have to finish out, you know, the Vantage project, which is pretty significant. We've also got some new HCA developments that are kicking off. I mean, that's a great program for us, and we'd like to continue to recycle capital. And keep that program going, and the yields are starting to increase on that, which is great. I'd say what has gone up. No, pretty significantly year over year as you look at. 2023 versus 2024 is the larger redevelopment bucket. I mean, we're still redeveloping our. Point grand campus, we've got another asset given the stellas leave behind space there as they took on. The lease advantage, so we've got another large building there. Plus we'll have. the Portside buildings go as well as Sorrento. So I'd say that the biggest components of that are finishing out the current development pipeline as well as, you know, the redevelopment kicking up. And that was always our expectation was that we would have to, you know, redevelop, especially Portside when those leases expired. I mean, Amgen was on that campus for 20 years and really we had to put zero CapEx into that over that period of time. So we We did really, really well on that investment, but 20 years later, there's some capital that has to go into that. So those are really the biggest drivers of that spend this year.

Yeah, there's no new starts in lab in that forecast. There's a couple of new starts in outpatient medical. Some are from Legacy HealthPeak, others from Legacy Doc, just commitments that were made, in some cases, two years ago. Any new commitments, though, on development, it's because the yields are attractive, seven

eight percent highly pre-leased so we continue to find those very attractive and would recycle capital so that we can go ahead and move forward with those great so basically as this unfolds at least the opportunity becomes more apparent that's when they'll shift to become more explicit redevelopment or cip activities that's what you're saying yeah correct that's fine and secondly if i could You mentioned, I think, Scott Brinker, that you're looking at all capital alternatives. What are the latest thoughts on the CCRC portfolio? Is that still a potential? Is there still room to grow on the NOI and FFO contribution, or is that nearing maturity and it might be a capital event for you?

Yeah, we're at 85% occupancy today. I would think we could get back into the 90s. In that portfolio, it's performing well. We've got good assets, mostly in Florida. obviously favorable supply demand. In that market for seniors, we've got a really good operating partner. In LCS, we've got a really strong internal team overseeing it, so we're not in a rush. At the same time, it really has no strategic overlap with our medical and lab businesses, which are highly complementary, same process and procedure, et cetera. So at some point, I think we will recycle, but to my comment earlier, we'd be price sensitive. We don't need to do anything. It's performing fine. We've got the team to run it, but the capital markets have just been too tight and soft to transact on a portfolio of that size. But, you know, we'll see if things start to open up in 2024. Appreciate the color. Thank you.

Your next question comes from the line of Joshua Dinnerlin with Bank of America. Please go ahead.

Yeah. Hey, guys. Appreciate all the color around guidance. One quick question on that. I think if I heard correctly, you're including doc in your SAMHSA medical office NOI outlook. If you strip out doc from the 2024 SAMHSA pool, what would the SAMHSA MOB NOI growth look like?

Yeah, hard to say. We are getting the benefit of the internalization in the peak portfolio that we obviously would not have done absent the merger, so it becomes hard to parse the two numbers. But I think we said historically, DOC has lower in-place escalators than HealthPeak, but that's converging over time as they sign new leases with, as John said, 3% or better escalators. So I'm guessing it'd be a little bit lower, but not materially. I think they've said numerous times their growth rate in 2023 was impacted by some unique asset-specific events and proactive termination. So I would expect our growth rate to mirror or closely mirror the health peak growth rate going forward.

Okay. Okay. That's helpful. And then maybe one different kind of question. Just you mentioned the stock price you're not happy with. It just kind of carries your appetite for stock buybacks here.

Yeah. I mean, we did buy back some stock, albeit at a higher price year, year and a half ago. And I would say that the response from the street was pretty unenthusiastic to that. That said, you know, we do put an authorization in every quarter for, you know, stock issuance or buyback with our board. And we're not at a level, I think, today where we'd buy back but certainly it's something that we're paying attention to. We're certainly a long ways away from a level where we even consider issuing equity, which is why we're talking more about capital recycling. So we have a buyback program in place. We don't need to file one. We still have 400 plus million of buyback we could do, but we're not going to look to lever up if we ever bought back shares. We would look to do something through, you know, capital recycling. So I think I'd probably just leave it at that, Josh.

Okay. Thanks, guys.

Your next question comes from the line of Mike Mueller with JP Morgan. Please go ahead.

Yeah. Hi. I know there's some moving parts with properties that are going into redevelopment, but can you give us a little more color, unless I missed it, in terms of the lab same-store NOI? What's embedded in there for occupancy and spreads for 24? compared to what you did, especially in the spread side in 23?

Yeah. Hey, Mike. It's Pete. I'll handle that. So obviously, you know, our outlook is 1.5% to 3% positive. You know, what are the positive drivers within that? I mean, obviously, you've got rent escalators, which tend to be on average in the low threes. We've got some positive mark-to-market embedded in there on, you know, lease renewals that we do get done. And then, as we've said, there's a little bit of internalization Benefit as well, so I think if we just stop right there, we'd probably be 5%, you know, plus from the same store growth perspective, which actually would. Kind of mirror what's happened over the last 10 years. That said, there are some offsets, which I think are pretty well known. We've got. Average occupancy will probably be in the low 96% area. So you compare that to where we were last year. That's probably a 100 plus basis points. Decline, so a modest decline, but nevertheless, a headwind the free rent that I mentioned some years it's up some years it's down. It's up this year, but certainly is a little bit of a headwind as well. And then, as we always do, we have a little bit of bad debt. You know, cushion in order to provide ourselves with a little bit of flexibility, depending upon. what goes on within our, you know, tenant portfolio. That's certainly improved, though, pretty significantly year over year, but we still do include a little bit there. So when you take all the positives and you take all the, you know, headwinds, kind of blends out to that 1.5% to 3%. I know it's not what it was for the last, you know, 10 years, but, you know, our stock price is also not where it was a couple years ago as well. So it's certainly been factored into, I think, our valuation at this point in time.

Sure. And maybe one follow-up. Talk about positive spreads. Would you think that the spreads would be closer to what you were showing in 24, fourth quarter 24, or full year 23?

No, the fourth quarter number was an outlier. I mean, there may be select spaces within the portfolio that would have a negative renewal rate mark-to-market, but that was an outlier. I think 10-year-old TIs, a tenant that wanted to stay in the space with credit, investment grade credit, no downtime, no TI. So, I mean, that was a unique situation. I wouldn't expect a lot of those.

Got it. Thank you. Thanks, Mike.

Your next question comes from the line of Vikram Malhotra with Mizuho. Please go ahead.

Thanks for the question. Just maybe first on CCRCs. I know you mentioned at some point you might look to divest, but I was a bit surprised. I thought the growth would be higher. At least I was anticipating it and just looking at the outlook. I thought there would be a more sort of robust outlook. So maybe if you can just compare and contrast or just give a sense of if you're seeing something different from your earlier expectations.

Yeah, well, we still see some occupancy growth in 2024. Rental rates will grow, but more in the mid-single digits as opposed to high single digits, just given the fundamentals in that sector. Then obviously we've had a huge benefit from contract labor coming down over the past 18 months. We're largely through that benefit. We have very little contract labor in the portfolio today. So you just lose a lot of that benefit in same store. So, I mean, that's what's happening at the property level. Then obviously our accounting for this asset class has an impact as well. We, you know, most of the income, in this portfolio comes from the prepaid rent on the non-refundable entry fee. That's usually more than 75% of the total NOI. And we just have this GAAP accounting method that we amortize all the entry fees. And we're leaving roughly $40 million of earnings on the table relative to the cash NOI that's actually being generated. So unfortunately, our reporting for CCRCs does not really reflect the underlying performance of that asset class, but chalk that up to gap accounting, unfortunately.

Okay, that makes sense. Then you mentioned sort of relationships, you know, are key in MOBs, and you've got a great HCA program. I'm just wondering, you know, two subparts to add. One, is there a likelihood of the HCA program expanding, becoming, you know, bigger or other types of properties within HCA? And then second, just is there a pathway for similar programs with larger health systems?

Well, the answer is yes across the board. I mean, there's a massive opportunity to help these big health systems grow their outpatient network. I might ask John to comment specifically.

Yeah. Hey, Vikram. I think you're aware, you know, we've been doing this with Northside in Atlanta, have a project that's actually about to top out and further expand. with Northside pretty routinely. Same thing at, you know, we both, both organizations have a great relationship with Honor Health and we continue to have development opportunities there as well, you know, to come. So, stand by. But those are just a couple of great examples and, you know, fantastic markets.

Your next question will come from the line of Austin Worshmuth with KeyBank Capital Markets. Please go ahead.

Great. Thanks. Scott Bone, you flagged the estimated mark-to-market on lab of 5 to 10. I'm just curious how that compares to the lease expirations you have over the next several years. And also curious if there's, you know, what sort of the variation between larger versus smaller requirements. You noted some strength in sort of that smaller, you know, smaller segment requirement. So, any detail would be helpful. Thank you.

Yeah, sure. On the mark-to-market, you know, I think it's probably lower than that In the very near term, just with the engine leases rolling, it's kind of weighed down a little bit. Those were relatively high rents that grew over that 20-year period that Pete mentioned. And then on the tenant demand side and leasing, we've talked about over the past several quarters. I mean, if you look across all three markets, the active demand, probably somewhere between 60% to 75% of that is sub-30,000 square feet. So that's been really the strike zone

deals over the past six to nine months but even as we get into sort of 25 and 26 i mean do you expect that still to be pretty muted or is there any you know opportunities i know you guys have flagged in the past i think 25 was going to be a little bit of a more attractive year like does that then re-accelerate still as we get in the next year or has the the gradual moderation and market rents sort of wiped away some of that upside

it's more the former 23 and 24 were more modest because of Amgen, and it starts to pick up a lot more materially in 25 and thereafter. But keeping in mind Scott's bigger picture comment that it is down year over year from what we would have said a year ago just because of market fundamentals. But this should be the low point on the mark-to-market, and that will gather some momentum into 25 and beyond.

That's helpful. And then You guys gave a little bit of color around sort of the thoughts around synergies, but I guess I'm just curious, how much of that $40 million do you think kind of hits right out of the gate when the deal closes? And what is sort of that go-get for the balance of the year? How would you kind of break down the cadence of that and then thinking about maybe what could end up getting pulled forward even?

um or even upside beyond maybe the the high end of that just curious the latest thoughts thank you yeah hey austin it's pete i keep hoping one of these days we'll open a pre-call mode for me and see five thumbs up that are green but wasn't this quarter maybe it'll be next quarter you're due it just means yeah we're due we're certainly due um look on the on the synergy uh what i would say you know on the the 40 million We said the vast majority of that is actually on savings and we would expect to achieve pretty much all of that at closing. Some of those savings are difficult. We have to have conversations with employees on our side doc had to have those on their side. Those conversations have been had never fun, but I'd expect the vast majority of that to hit right away as we talked about on the balance on the internalization. You know, most of that really is the three markets that we've said we've internalized already. So those are really tangible, but those will hit kind of quarterly as we get NOI benefits within our portfolio throughout the year. But again, we feel confident that we're going to hit all those numbers. That's why it's in our, you know, $40 million estimate that that's really just 10 months as opposed to hitting that in a year. So hitting those numbers a little bit, you know, earlier on. As to the additional, you know, 20 million, I think those are really kind of 2025 numbers. And a lot of that is really internalization focused, although there could be a modest amount more of GNA. And where we sit today, we feel confident that we can hit those numbers. But again, those will be 25 numbers, and that will flow through to all the years beyond that.

Yeah, no, that's great. Green thumbs on the answer. Appreciate the detail. Okay, thanks.

Our final question will come from the line of John Polowski with Green Street. Please go ahead.

Thanks for the time. I was hoping you could provide a just very rough range of disposition volume you would look to close on this year if your public market valuation is still depressed.

I mean, it could be zero if the market's tighter. It could be a couple billion dollars if the market opens up. I mean, we'll see, John. We're having all sorts of discussions, but we have them. I've been saying that on a couple of quarters in a row of earnings calls, so we'll just have to see how the market plays out. But there's a lot of active discussions across the portfolio today.

Okay. I know the market's not completely liquid right now, but there's still such a massive gap in where stock is trading. where you're able to close some deals. I know not everything's going to trade at a low 5% cap rate, but even if it's well north of that, it still seems like a very interesting trade right now to try to narrow the public to private valuation gap. How much are you actively on the market looking to sell right now in life science and MLBs?

Yeah, I don't really have a different answer than what I gave. We're in active discussions across the portfolio. I mean, it could be a very material number if the markets open up.

Yeah. I think the other things I would add, John, is obviously we don't have any acquisitions dialed into our forecast as well. And then, you know, on top of that, you know, we did actually bake in, and hopefully this was something that everyone got from our prepared remarks, is that we have baked in, you know, potential dilution from if we wanted to sell non-core assets, the likely use of proceeds immediately would be to repay debt, right? And that's got a dilutive impact to it. That's not to say that, you know, we're going to look to further de-lever. We'd like to recycle that capital over time into, you know, our core business segments. But we have dialed in some flexibility within our forecast to allow us to recycle capital.

Okay. And then maybe a follow-up. Can you just help us understand the two development starts, $90 million? I know it's a small volume, but 7% to 8% development yield on a risk-adjusted basis seems pretty thin relative to, again, where the stock is trading or even debt repayment on a risk-adjusted basis. So why is development winning out of the use of proceeds right now?

Yeah, I mean, it's with a top partner in HCA. One of them is in Dallas, where we've had tremendous success. We've got assets on that campus. It's bursting at the seams. We're obviously highly pre-leased, signing long-term leases with no capex for the foreseeable future. So the cash flow returns are still quite attractive in our view, and we're selling assets to fund it on an accretive level. So I still find those to be an attractive use of capital for our shareholders, Sean.

Okay. Thank you for your time.

This concludes our question and answer session. I'd like to turn the conference back over to Scott Brinker for any closing remarks.

Yeah, I want to thank everybody for their interest. The team here is completely focused, hard at work on beating our earnings guidance again. I think we delivered really strong FFO growth this year at more than 5%. We grew FFO more than 7% the year before that, and we expect to continue that. So, in any event, I appreciate you tuning in today. Call with any questions. Thanks, everyone.

The conference call has now concluded. Thank you for attending today's presentation. You may now disconnect.