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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
or
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 001-08895
Healthpeak Properties, Inc.
(Exact name of registrant as specified in its charter)
Maryland 33-0091377
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
4600 South Syracuse Street, Suite 500
Denver, CO 80237
(Address of principal executive offices) (Zip Code)
(720) 428-5050
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par value
DOC
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
  Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  No 
As of April 24, 2024, there were 703,781,516 shares of the registrant’s $1.00 par value common stock outstanding.


HEALTHPEAK PROPERTIES, INC.
INDEX

2

PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements (Unaudited)
Healthpeak Properties, Inc.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
 March 31,
2024
December 31,
2023
ASSETS  
Real estate:  
Buildings and improvements$16,571,761 $13,329,464 
Development costs and construction in progress735,176 643,217 
Land and improvements3,079,225 2,647,633 
Accumulated depreciation and amortization(3,723,173)(3,591,951)
Net real estate16,662,989 13,028,363 
Loans receivable, net of reserves of $9,334 and $2,830
267,798 218,450 
Investments in and advances to unconsolidated joint ventures930,559 782,853 
Accounts receivable, net of allowance of $2,800 and $2,282
68,567 55,820 
Cash and cash equivalents101,763 117,635 
Restricted cash55,395 51,388 
Intangible assets, net1,160,446 314,156 
Assets held for sale, net 117,986 
Right-of-use asset, net434,010 240,155 
Other assets, net860,513 772,044 
Total assets$20,542,040 $15,698,850 
LIABILITIES AND EQUITY  
Bank line of credit and commercial paper$183,000 $720,000 
Term loans1,645,180 496,824 
Senior unsecured notes6,545,209 5,403,378 
Mortgage debt382,406 256,097 
Intangible liabilities, net238,760 127,380 
Liabilities related to assets held for sale, net 729 
Lease liability307,119 206,743 
Accounts payable, accrued liabilities, and other liabilities717,191 657,196 
Deferred revenue923,676 905,633 
Total liabilities10,942,541 8,773,980 
Commitments and contingencies (Note 11)
Redeemable noncontrolling interests54,848 48,828 
Common stock, $1.00 par value: 1,500,000,000 and 750,000,000 shares authorized; 703,733,446 and 547,156,311 shares issued and outstanding
703,733 547,156 
Additional paid-in capital12,918,936 10,405,780 
Cumulative dividends in excess of earnings(4,779,599)(4,621,861)
Accumulated other comprehensive income (loss)38,543 19,371 
Total stockholders’ equity8,881,613 6,350,446 
Joint venture partners328,430 310,998 
Non-managing member unitholders334,608 214,598 
Total noncontrolling interests663,038 525,596 
Total equity9,544,651 6,876,042 
Total liabilities and equity$20,542,040 $15,698,850 
See accompanying Notes to the Unaudited Consolidated Financial Statements.

3

Healthpeak Properties, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 Three Months Ended
March 31,
 20242023
Revenues:  
 Rental and related revenues $462,033 $392,431 
 Resident fees and services 138,776 127,084 
 Interest income and other 5,751 6,163 
 Total revenues 606,560 525,678 
 Costs and expenses:   
 Interest expense 60,907 47,963 
 Depreciation and amortization 219,219 179,225 
 Operating 243,729 223,088 
 General and administrative 23,299 24,547 
 Transaction and merger-related costs 107,220 2,425 
 Impairments and loan loss reserves (recoveries), net 11,458 (2,213)
 Total costs and expenses 665,832 475,035 
 Other income (expense):   
 Gain (loss) on sales of real estate, net 3,255 81,578 
 Other income (expense), net 78,516 772 
 Total other income (expense), net 81,771 82,350 
 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 22,499 132,993 
 Income tax benefit (expense) (13,698)(302)
 Equity income (loss) from unconsolidated joint ventures 2,376 1,816 
 Net income (loss) 11,177 134,507 
Noncontrolling interests’ share in earnings(4,501)(15,555)
 Net income (loss) attributable to Healthpeak Properties, Inc. 6,676 118,952 
 Participating securities’ share in earnings (199)(1,254)
Net income (loss) applicable to common shares$6,477 $117,698 
Earnings (loss) per common share:
Basic$0.01 $0.22 
Diluted$0.01 $0.22 
Weighted average shares outstanding:
Basic600,898 546,842 
Diluted601,188 547,110 
See accompanying Notes to the Unaudited Consolidated Financial Statements.
4

Healthpeak Properties, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
 Three Months Ended
March 31,
 20242023
Net income (loss)$11,177 $134,507 
Other comprehensive income (loss):
Net unrealized gains (losses) on derivatives19,108 (9,477)
Change in Supplemental Executive Retirement Plan obligation and other64 64 
Total other comprehensive income (loss)19,172 (9,413)
Total comprehensive income (loss)30,349 125,094 
Total comprehensive (income) loss attributable to noncontrolling interests(4,501)(15,555)
Total comprehensive income (loss) attributable to Healthpeak Properties, Inc.$25,848 $109,539 
See accompanying Notes to the Unaudited Consolidated Financial Statements.
5

Healthpeak Properties, Inc.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
(In thousands, except per share data)
(Unaudited)
For the three months ended March 31, 2024:
 Common StockAdditional Paid-In CapitalCumulative Dividends In Excess Of EarningsAccumulated Other Comprehensive Income (Loss)Total Stockholders’ EquityTotal Noncontrolling InterestsTotal
Equity
Redeemable Noncontrolling Interests
 SharesAmount
January 1, 2024547,156 $547,156 $10,405,780 $(4,621,861)$19,371 $6,350,446 $525,596 $6,876,042 $48,828 
Net income (loss)— — — 6,676 — 6,676 4,318 10,994 183 
Other comprehensive income (loss)— — — — 19,172 19,172 — 19,172 — 
Shares issued as part of the Merger162,231 162,231 2,611,916 — — 2,774,147 — 2,774,147 — 
Issuance of common stock, net299 299 9 — — 308 — 308 — 
Repurchase of common stock(5,953)(5,953)(96,042)— — (101,995)— (101,995)— 
Stock-based compensation— — 1,827 — — 1,827 3,392 5,219 — 
Common dividends ($0.30 per share)
— — — (164,414)— (164,414)— (164,414)— 
Distributions to noncontrolling interests— — — — — — (6,995)(6,995)(263)
Contributions from noncontrolling interests— — — — — — — — 10 
Noncontrolling interests acquired as part of the Merger— — — — — — 136,727 136,727 1,536 
Adjustments to redemption value of redeemable noncontrolling interests— — (4,554)— — (4,554)— (4,554)4,554 
March 31, 2024703,733 $703,733 $12,918,936 $(4,779,599)$38,543 $8,881,613 $663,038 $9,544,651 $54,848 
For the three months ended March 31, 2023:
 Common StockAdditional Paid-In CapitalCumulative Dividends In Excess Of EarningsAccumulated Other Comprehensive Income (Loss)Total Stockholders’ EquityTotal Noncontrolling InterestsTotal
Equity
Redeemable Noncontrolling Interests
 SharesAmount
January 1, 2023546,642 $546,642 $10,349,614 $(4,269,689)$28,134 $6,654,701 $527,897 $7,182,598 $105,679 
Net income (loss)— — — 118,952 — 118,952 15,389 134,341 166 
Other comprehensive income (loss)— — — — (9,413)(9,413)— (9,413)— 
Issuance of common stock, net591 591 (417)— — 174 — 174 — 
Repurchase of common stock(238)(238)(6,229)— — (6,467)— (6,467)— 
Stock-based compensation— — (2,877)— — (2,877)7,442 4,565 — 
Common dividends ($0.30 per share)
— — — (165,301)— (165,301)— (165,301)— 
Distributions to noncontrolling interests— — — — — — (22,731)(22,731)(72)
Contributions from noncontrolling interests— — — — — — — — 96 
Adjustments to redemption value of redeemable noncontrolling interests— — 19,967 — — 19,967 — 19,967 (19,967)
March 31, 2023546,995 $546,995 $10,360,058 $(4,316,038)$18,721 $6,609,736 $527,997 $7,137,733 $85,902 
See accompanying Notes to the Unaudited Consolidated Financial Statements.
6

Healthpeak Properties, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Three Months Ended
March 31,
 20242023
Cash flows from operating activities:
Net income (loss)$11,177 $134,507 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of real estate, in-place lease, and other intangibles219,219 179,225 
Stock-based compensation amortization expense3,366 3,287 
Merger-related post-combination stock compensation expense16,223  
Amortization of deferred financing costs and debt discounts (premiums)4,522 2,821 
Straight-line rents(12,093)(747)
Amortization of nonrefundable entrance fees and above (below) market lease intangibles(28,928)(25,690)
Equity loss (income) from unconsolidated joint ventures(2,376)(1,816)
Distributions of earnings from unconsolidated joint ventures1,958 185 
Deferred income tax expense (benefit)10,006 (402)
Impairments and loan loss reserves (recoveries), net11,458 (2,213)
Loss (gain) on sales of real estate, net(3,255)(81,578)
Loss (gain) upon change of control, net(77,781) 
Casualty-related loss (recoveries), net 529 
Other non-cash items819 1,698 
Changes in:
Decrease (increase) in accounts receivable and other assets, net(2,171)(19,949)
Increase (decrease) in accounts payable, accrued liabilities, and deferred revenue420 (15,936)
Net cash provided by (used in) operating activities152,564 173,921 
Cash flows from investing activities:
Acquisitions of real estate (10,219)
Development, redevelopment, and other major improvements of real estate(107,050)(204,889)
Leasing costs, tenant improvements, and recurring capital expenditures(17,517)(22,789)
Proceeds from sales of real estate, net28,206 141,559 
Proceeds from the Callan Ridge JV transaction, net125,662  
Investments in unconsolidated joint ventures(26,621)(9,640)
Distributions in excess of earnings from unconsolidated joint ventures7,291 3,210 
Proceeds from insurance recovery2,361 2,650 
Proceeds from sales/principal repayments on loans receivable and marketable debt securities75,306 158,381 
Investments in loans receivable and other(6,204)(1,918)
Cash paid in connection with the Merger, net(179,215) 
Net cash provided by (used in) investing activities(97,781)56,345 
Cash flows from financing activities:
Borrowings under bank line of credit and commercial paper2,500,000 3,372,255 
Repayments under bank line of credit and commercial paper(3,037,000)(3,811,861)
Issuances and borrowings of term loans, senior unsecured notes, and mortgage debt750,000 399,532 
Repayments and repurchases of term loans, senior unsecured notes, and mortgage debt(861)(1,325)
Payments for deferred financing costs(5,438)(4,175)
Issuance of common stock and exercise of options, net of offering costs94 (151)
Repurchase of common stock(101,995)(6,467)
Dividends paid on common stock(164,200)(164,976)
Distributions to and purchase of noncontrolling interests(7,258)(22,803)
Contributions from and issuance of noncontrolling interests10 96 
Net cash provided by (used in) financing activities(66,648)(239,875)
Net increase (decrease) in cash, cash equivalents, and restricted cash(11,865)(9,609)
Cash, cash equivalents, and restricted cash, beginning of period169,023 126,834 
Cash, cash equivalents, and restricted cash, end of period$157,158 $117,225 
See accompanying Notes to the Unaudited Consolidated Financial Statements.
7

Healthpeak Properties, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) 
NOTE 1.  Business
Overview
Healthpeak Properties, Inc., a Standard & Poor’s 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust (“REIT”) and that, together with its consolidated entities (collectively, “Healthpeak” or the “Company”), owns, operates, and develops high-quality real estate for healthcare discovery and delivery in the United States (“U.S.”). Healthpeak® has a diverse portfolio comprised of investments in the following reportable healthcare segments: (i) outpatient medical; (ii) lab; and (iii) continuing care retirement community (“CCRC”).
The Company’s corporate headquarters are in Denver, Colorado, and it has additional corporate offices in California, Tennessee, Wisconsin, and Massachusetts, and property management offices in several locations throughout the U.S.
On February 10, 2023, the Company completed its corporate reorganization (the “Reorganization”) into an umbrella partnership REIT (“UPREIT”). Substantially all of the Company’s business is conducted through Healthpeak OP, LLC (“Healthpeak OP”). The Company is the managing member of Healthpeak OP and does not have material assets or liabilities, other than through its investment in Healthpeak OP. For additional information on the UPREIT reorganization, see the Company’s Current Report on Form 8-K12B filed with the U.S. Securities and Exchange Commission (“SEC”) on February 10, 2023.
On March 1, 2024, the Company completed its planned merger with Physicians Realty Trust (see Note 3). Following the completion of the planned merger, shares of the Company’s common stock began trading on the New York Stock Exchange under the ticker symbol “DOC” on March 4, 2024.
NOTE 2.  Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates.
The consolidated financial statements include the accounts of Healthpeak Properties, Inc., its wholly-owned subsidiaries, joint ventures (“JVs”), and variable interest entities (“VIEs”) that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation. All adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations, and cash flows have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC.
Government Grant Income
On March 27, 2020, the federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide financial aid to individuals, businesses, and state and local governments. During the three months ended March 31, 2023, the Company received government grants under the CARES Act primarily to cover increased expenses and lost revenues during the coronavirus pandemic. Grant income is recognized to the extent that qualifying expenses and lost revenues exceed grants received and the Company will comply with all conditions attached to the grant. As of March 31, 2024, the amount of qualifying expenditures and lost revenues exceeded grant income recognized and the Company believes it has complied and will continue to comply with all grant conditions. In the event of non-compliance, all such amounts received are subject to recapture.
8

The following table summarizes information related to government grant income received and recognized by the Company (in thousands):
Three Months Ended
March 31,
20242023
Government grant income recorded in other income (expense), net$ $137 
Government grant income recorded in equity income (loss) from unconsolidated joint ventures 228 
Total government grants received$ $365 
Recent Accounting Pronouncements
Adopted
Reference Rate Reform. From March 2020 to December 2022, the Financial Accounting Standards Board (“FASB”) issued a series of Accounting Standards Updates (“ASUs”) that provide optional expedients that may be elected through December 31, 2024 to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. The amendments in these ASUs were effective immediately upon issuance. During the first quarter of 2023, the Company amended certain of its variable rate mortgage debt and the related interest rate swap agreements to change the interest rate benchmark from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) and accordingly, the Company elected to apply certain practical expedients provided by these ASUs related to cash flow hedges. These expedients and the effects of reference rate reform have not had a material impact on the Company’s consolidated financial position, results of operations, cash flows, or disclosures.
Not Yet Adopted
Segment Reporting. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), to improve reportable segment disclosure requirements so that investors can better understand an entity’s overall performance and assess potential future cash flows. The amendments in ASU 2023-07 include, but are not limited to: (i) disclosure of, on an annual basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss; (ii) disclosure of, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition (the other segment items category is the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss); (iii) disclosure of, on an interim basis, all currently required annual disclosures about a reportable segment’s profit (loss) and assets; (iv) clarification that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, an entity may report one or more of those additional measures of segment profit; and (v) disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the impact ASU 2023-07 will have on its disclosures.
Income Taxes. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation (using both percentages and reporting currency amounts) of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year to date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. The Company is evaluating the impact ASU 2023-09 will have on its disclosures.
9

NOTE 3.  The Merger
On March 1, 2024 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated October 29, 2023 (the “Merger Agreement”), by and among the Company, DOC DR Holdco, LLC (formerly known as Alpine Sub, LLC), a wholly owned subsidiary of the Company (“DOC DR Holdco”), DOC DR, LLC (formerly known as Alpine OP Sub, LLC), a wholly owned subsidiary of Healthpeak OP (“DOC DR OP Sub”), Physicians Realty Trust, and Physicians Realty L.P. (the “Physicians Partnership”): (i) Physicians Realty Trust merged with and into DOC DR Holdco (the “Company Merger”), with DOC DR Holdco surviving as a wholly owned subsidiary of the Company (the “Company Surviving Entity”); (ii) immediately following the effectiveness of the Company Merger, the Company contributed all of the outstanding equity interests in the Company Surviving Entity to Healthpeak OP (the “Contribution”); and (iii) immediately following the Contribution, Physicians Partnership merged with and into DOC DR OP Sub (the “Partnership Merger” and, together with the Company Merger, the “Merger”), with DOC DR OP Sub surviving as a subsidiary of Healthpeak OP (the “Partnership Surviving Entity”). Subsequent to the Closing Date, the “Combined Company” means the Company and its subsidiaries.
On the Closing Date and in connection with the Merger, (i) each outstanding common share of beneficial interest of Physicians Realty Trust (“Physicians Realty Trust common shares”) (other than Physicians Realty Trust common shares that were canceled in accordance with the Merger Agreement) was automatically converted into the right to receive 0.674 (the “Exchange Ratio”) shares of the Company’s common stock, and (ii) each outstanding common unit of the Physicians Partnership was converted into common units in the Partnership Surviving Entity equal to the Exchange Ratio.
As a result of the Merger, the Company acquired 299 outpatient medical buildings. As of March 31, 2024, the Company’s property count is comprised of the following: (i) 594 outpatient medical buildings; (ii) 146 lab buildings; (iii) 15 CCRCs; and (iv) 19 senior housing assets in an unconsolidated joint venture. The primary reason for the Merger was to expand the Company’s size, scale, and diversification, in order to further enhance the Company’s competitive advantages and accelerate investment activities.
The Merger was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), which requires, among other things, the assets acquired and the liabilities assumed to be recognized at their acquisition date fair value. For accounting purposes, the Company was treated as the accounting acquirer of Physicians Realty Trust. The Company was considered to be the accounting acquirer primarily because: (i) the Company is the entity that transferred consideration to consummate the Merger; (ii) the Company’s stockholders as a group will retain the largest portion of the voting rights of the Combined Company and have the ability to elect, appoint, or remove a majority of the members of the Combined Company’s board of directors; and (iii) its senior management will constitute the majority of management of the Combined Company.
10

The consideration transferred on the Closing Date is as follows (in thousands, except per share data):
March 1,
2024
Physicians Realty Trust common shares and Physicians Realty Trust restricted shares, PSUs, and RSUs exchanged(1)
240,699
Exchange Ratio0.674
Shares of Healthpeak common stock issued162,231
Closing price of Healthpeak common stock on March 1, 2024(2)
$17.10 
Fair value of Healthpeak common stock issued to the former holders of Physicians Realty Trust common shares, restricted shares, PSUs, and RSUs
2,774,147 
Less: Fair value of preliminary share consideration attributable to the post-combination period(3)
(16,223)
Physicians Realty Trust revolving credit facility termination(4)
175,411 
Settlement of Physicians Realty Trust’s transaction costs
23,913 
Payments made in connection with share settlement(5)
11,315 
Preliminary cash consideration
210,639 
Consideration transferred$2,968,563 
_______________________________________
(1)Includes 241 million Physicians Realty Trust common shares and Physicians Realty Trust restricted shares outstanding as of March 1, 2024, inclusive of: (i) 200 thousand Physicians Realty Trust restricted shares; (ii) 1 million Physicians Realty Trust common shares issuable pursuant to outstanding Physicians Realty Trust performance-based restricted stock unit (“PSUs”) (reflected at the maximum level of performance); and (iii) 300 thousand Physicians Realty Trust common shares issuable pursuant to outstanding Physicians Realty Trust restricted stock units (“RSUs”).
(2)The fair value of Healthpeak common stock issued to former holders of Physicians Realty Trust common shares and Physicians Realty Trust restricted shares, PSUs, and RSUs is based on the per share closing price of Healthpeak common stock on March 1, 2024.
(3)Represents the fair value of unvested Physicians Realty Trust restricted shares, PSUs, and RSUs attributable to post-combination services that were converted into Healthpeak common stock on the Closing Date in accordance with the Merger Agreement. Although no future service after the Closing Date is required, the value attributable to post-combination services reflects the incremental fair value provided to the Physicians Realty Trust equity award holders and the accelerated vesting of such awards at the Closing Date in accordance with the Merger Agreement. This amount was recognized as transaction and merger-related costs on the Consolidated Statements of Operations.
(4)Represents the Company’s cash repayment of all outstanding balances under Physicians Realty Trust’s revolving credit facility on the Closing Date in connection with the related termination.
(5)Includes cash settlement of: (i) tax liability related to holdback elections made under the pre-existing terms and conditions of Physicians Realty Trust’s equity programs and (ii) fractional share consideration.
Preliminary Purchase Price Allocation
For the Company’s real estate acquisitions that are accounted for as business combinations, the Company allocates the acquisition consideration (excluding acquisition costs) to the assets acquired, liabilities assumed, and noncontrolling interests at fair value as of the acquisition date. Any excess of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill. Acquisition costs related to business combinations are expensed as incurred. The preliminary estimated fair values of the assets acquired, liabilities assumed, and noncontrolling interests were based on information that was available at the Closing Date. The fair values were determined using standard valuation methodologies, such as the cost, market, and income approach. These methodologies require various assumptions, including those of a market participant.
11

The following table summarizes the preliminary estimated fair values of the assets acquired, liabilities assumed, and noncontrolling interests at the Closing Date (in thousands):
March 1,
2024
ASSETS 
Real estate: 
Buildings and improvements$3,199,884 
Development costs and construction in progress68,171 
Land and improvements435,353 
Real estate3,703,408 
Loans receivable118,908 
Investments in and advances to unconsolidated joint ventures58,636 
Accounts receivable, net(1)
9,536 
Cash and cash equivalents30,417 
Restricted cash
1,007 
Intangible assets(2)
890,827 
Right-of-use asset191,415 
Other assets44,691 
Total assets$5,048,845 
LIABILITIES AND EQUITY 
Term loans$402,320 
Senior unsecured notes1,139,760 
Mortgage debt
127,176 
Intangible liabilities(3)
149,875 
Lease liability97,160 
Accounts payable, accrued liabilities, and other liabilities72,864 
Total liabilities$1,989,155 
Redeemable noncontrolling interests1,536 
Joint venture partners(4)
20,109 
Non-managing member unitholders(5)
116,618 
Total noncontrolling interests$136,727 
Fair value of net assets acquired and liabilities assumed, net of noncontrolling interests$2,921,427 
Goodwill47,136 
Total purchase price$2,968,563 
_______________________________________
(1)Includes $14 million of gross contractual accounts receivable.
(2)The intangible assets acquired had a weighted average amortization period of 6 years (see Note 9).
(3)The intangible liabilities acquired had a weighted average amortization period of 9 years (see Note 9).
(4)Includes six consolidated joint ventures in which the Company holds ownership interests ranging from 56.7% to 99.7%.
(5)In connection with the Merger, Physicians Partnership merged with and into DOC DR OP Sub with DOC DR OP Sub surviving as the Partnership Surviving Entity. The Company controls the Partnership Surviving Entity via its ownership of its managing member, and the Partnership Surviving Entity is consolidated by the Company. As of March 31, 2024, approximately 7 million DownREIT units of the Partnership Surviving Entity were outstanding (7 million shares of Healthpeak common stock are issuable upon conversion).
12

As of March 31, 2024, the Company had not finalized the determination of fair value of certain tangible and intangible assets acquired and liabilities assumed including, but not limited to, real estate assets, loans receivable, investments in and advances to unconsolidated joint ventures, intangible assets and liabilities, and goodwill. As such, the assessment of fair value of assets acquired and liabilities assumed is preliminary and was based on information that was available at the time the Consolidated Financial Statements were prepared. The finalization of the purchase accounting assessment could result in material changes in the Company’s determination of the fair value of assets acquired and liabilities assumed, which will be recorded as measurement period adjustments in the period in which they are identified, up to one year from the Closing Date.
A preliminary estimate of approximately $47 million has been allocated to goodwill. The recognized goodwill is attributable to expected synergies, cost savings, acquired workforce, and potential economies of scale benefits from outpatient medical property management and tenant and vendor relationships following the closing of the Merger. None of the goodwill recognized is expected to be deductible for tax purposes.
Merger-Related Costs
During the three months ended March 31, 2024, the Company incurred approximately $107 million of merger-related costs, which primarily related to advisory, legal, accounting, tax, post-combination severance and stock compensation expense, and other costs. Included in this amount is: (i) $38 million of fees paid to investment banks and advisors to help the Company negotiate the terms of the transactions contemplated by the Merger Agreement and to advise the Company on other merger-related matters, inclusive of $21 million of success-based fees incurred upon consummation of the Merger, (ii) $26 million of severance expense due to certain Physicians Realty Trust dual-trigger severance arrangements that are required to be recognized as post-combination expense in accordance with ASC 805, (iii) $16 million of post-combination stock compensation expense for the accelerated vesting of Physicians Realty Trust equity awards pursuant to the terms of the Merger Agreement, based on the fair value of Healthpeak common stock issued to holders of Physicians Realty Trust equity awards, (iv) $19 million of legal, accounting, tax, and other costs, and (v) $8 million of severance expense related to legacy Healthpeak employees. The Company expects to incur approximately $5 million of additional severance expense related to legacy Healthpeak employees through the end of 2024. These merger-related costs are included in transaction and merger-related costs on the Consolidated Statements of Operations.
Litigation Relating to the Merger
During the three months ended March 31, 2024, in connection with the Merger, several lawsuits were filed by purported stockholders of the Company and purported shareholders of Physicians Realty Trust against the Company, members of the Company’s Board of Directors, Physicians Realty Trust, and/or members of the Physicians Realty Trust board of trustees challenging the disclosures made in the Company’s Registration Statement on Form S-4 filed with the SEC on December 15, 2023. No loss contingency was recorded for these matters as of March 31, 2024 as the Company believed that losses related to the lawsuits were not probable. As of April 2024, all complaints relating to the Merger that were filed against the Company have been voluntarily dismissed.
Unaudited Pro Forma Financial Information
The Consolidated Statements of Operations for the three months ended March 31, 2024 include $49 million of revenues and $19 million of net loss applicable to common shares associated with the results of operations of legacy Physicians Realty Trust from the Closing Date to March 31, 2024.
The following unaudited pro forma information presents a summary of the results of operations for the Combined Company, as if the Merger had been consummated on January 1, 2023 (in thousands). The following unaudited pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma financial information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.
 Three Months Ended
March 31,
 20242023
Total revenues$698,702 $673,664 
Net income (loss) applicable to common shares
87,604 (35,676)
The unaudited pro forma financial information above includes a nonrecurring significant adjustment made to account for certain costs incurred as if the Merger had been completed on January 1, 2023. Transaction and merger-related costs of $107 million were excluded from the unaudited pro forma financial information for the three months ended March 31, 2024, but included for the three months ended March 31, 2023. The three months ended March 31, 2023 also includes $11 million of transaction costs that were recognized during the year ended December 31, 2023.
13

NOTE 4.  Real Estate Investments
2023 Real Estate Investment Acquisitions
60 Loomis Land Parcel
In January 2023, the Company acquired a lab land parcel in Cambridge, Massachusetts for $9 million.
Wylie Outpatient Medical Building
In April 2023, the Company acquired the remaining 80% interest in one of the outpatient medical buildings in the Ventures IV unconsolidated joint venture for $4 million (see Note 8). Concurrent with the acquisition, the Company began consolidating the building and recognized a gain upon change of control of $0.2 million, which is recorded in other income (expense), net.
Development Activities
The Company’s commitments, which are primarily related to development and redevelopment projects and Company-owned tenant improvements, decreased by $2 million to $178 million at March 31, 2024, when compared to December 31, 2023, primarily as a result of additional construction spend on projects in development and redevelopment during the first quarter of 2024, thereby decreasing the remaining commitment, partially offset by: (i) additional commitments on projects placed into redevelopment during the quarter and (ii) commitments related to development projects acquired as part of the Merger.
NOTE 5.  Dispositions of Real Estate
2024 Dispositions of Real Estate
During the three months ended March 31, 2024, the Company sold two outpatient medical buildings for $29 million, resulting in total gain on sales of $3 million.
In April 2024, the Company sold a portfolio of seven lab buildings for $180 million.
2023 Dispositions of Real Estate
During the three months ended March 31, 2023, the Company sold two lab buildings in Durham, North Carolina for $113 million, resulting in total gain on sales of $60 million. Also during the three months ended March 31, 2023, the Company sold two outpatient medical buildings for $32 million, resulting in total gain on sales of $21 million.
Held for Sale
As of March 31, 2024, no assets were classified as held for sale. As of December 31, 2023, two lab buildings and one outpatient medical building were classified as held for sale, with a carrying value of $118 million, primarily comprised of net real estate assets. As of December 31, 2023, liabilities related to the assets held for sale were $1 million. During the three months ended March 31, 2024, the Company sold the outpatient medical building and a 65% interest in the two lab buildings (see Note 8) held for sale as of December 31, 2023.
Impairments of Real Estate
During the three months ended March 31, 2024 and 2023, the Company did not recognize any impairment charges.
NOTE 6.  Leases
Lease Income
The following table summarizes the Company’s lease income (in thousands):
Three Months Ended
March 31,
20242023
Fixed income from operating leases$343,414 $296,217 
Variable income from operating leases118,619 96,214 
14

Initial Direct Costs
Initial direct costs incurred in connection with successful property leasing are capitalized as deferred leasing costs and consist of leasing commissions paid to external third party brokers. Initial direct costs include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. Initial direct costs are included in other assets, net in the Consolidated Balance Sheets and amortized in depreciation and amortization in the Consolidated Statements of Operations using the straight-line method over the lease term. As of March 31, 2024 and December 31, 2023, net initial direct costs were $165 million and $172 million, respectively.
Straight-Line Rents
For operating leases with minimum scheduled rent increases, the Company recognizes income on a straight-line basis over the lease term when collectibility of future minimum lease payments is probable. If the Company determines that collectibility of future minimum lease payments is not probable, the straight-line rent receivable balance is written off and recognized as a decrease in revenue in that period and future revenue recognition is limited to amounts contractually owed and paid. The Company does not resume recognition of income on a straight-line basis unless it determines that collectibility of future payments related to these leases is probable. For the Company’s portfolio of operating leases that are deemed probable of collection but exhibit a certain level of collectibility risk, the Company may also recognize an incremental allowance as a reduction to revenue. As of March 31, 2024 and December 31, 2023, straight-line rent receivable, net of allowance, was $321 million and $310 million, respectively. Straight-line rent receivable is included in other assets, net in the Consolidated Balance Sheets.
Tenant Updates
During the first quarter of 2023, the Company wrote off $9 million of straight-line rent receivable associated with four in-place operating leases with Sorrento Therapeutics, Inc. (“Sorrento”), which commenced voluntary reorganization proceedings (the “Filing”) under Chapter 11 of the U.S. Bankruptcy Code during the period. This write-off was recognized as a reduction in rental and related revenues on the Consolidated Statements of Operations. Subsequent to the write-off, revenue related to this tenant is recognized on a cash basis. Sorrento also had a single development lease with the Company, but had not taken occupancy at the time of the Filing. The Company has filed proofs of claims for damages related to its rejected leases, which include the development lease and three of the four operating leases. Given the nature of bankruptcy proceedings, the probability, timing, and amount of the additional proceeds, if any, that the Company may ultimately receive in connection with the claims are uncertain. Accordingly, the Company has not recorded any estimated recoveries associated with these claims as of March 31, 2024 or December 31, 2023. In April 2024, the U.S. Bankruptcy Court approved the assignment and assumption of the remaining operating lease by the buyer of Sorrento’s assets.
On October 26, 2023, the Company amended its lease with Graphite Bio, Inc. (“Graphite Bio”) at one of its lab buildings in South San Francisco, California. Under the terms of the amended lease agreement, Graphite Bio’s lease expiration date was accelerated from April 2033 to December 2024 in exchange for an upfront cash payment of $37 million, comprised of a $21 million termination fee and $16 million prepayment of Graphite Bio’s contractual rent through the amended term. The $37 million is being recognized as rental and related revenues on the Consolidated Statements of Operations on a straight-line basis through the amended term of the lease.
15

NOTE 7.  Loans Receivable
The following table summarizes the Company’s loans receivable (in thousands):
 March 31,
2024
December 31,
2023
Secured loans(1)(2)
$200,289 $178,678 
CCRC resident loans47,283 42,733 
Mezzanine loans(2)
35,820  
Unamortized discounts and fees(3)
(6,260)(131)
Reserve for loan losses(9,334)(2,830)
Loans receivable, net$267,798 $218,450 
_______________________________________
(1)At March 31, 2024, the Company had $74 million of remaining commitments to fund additional loans for outpatient medical capital expenditure projects. At December 31, 2023, the Company had $29 million of remaining commitments to fund additional loans for senior housing redevelopment and capital expenditure projects. This $29 million commitment was reduced to zero at March 31, 2024 in conjunction with the refinance of the Sunrise Senior Housing Portfolio Seller Financing as discussed below.
(2)Includes secured loans and mezzanine loans acquired as part of the Merger (see Note 3).
(3)Includes net unamortized discounts of $5 million related to the loans receivable acquired as part of the Merger (see Note 3).
The Merger
On March 1, 2024, upon the consummation of the Merger, the Company acquired 9 secured loans with an aggregate outstanding principal balance of $89 million and 10 mezzanine loans with an aggregate outstanding principal balance of $36 million, for a total of $124 million. Typically, each secured loan is secured by a mortgage on a related outpatient medical building, each construction loan (included in secured loans above) is secured by a mortgage on the land and improvements as constructed, generally with guarantees from the borrowers, and each mezzanine loan is collateralized by an ownership interest in the respective borrower. The secured loans have maturities that range from June 2024 to July 2027 and stated fixed interest rates that range from 7.00% to 10.00%. The mezzanine loans have maturities that range from June 2024 to June 2027 and stated fixed interest rates that range from 8.00% to 10.00%. As of March 31, 2024, unamortized net discounts on the secured loans and mezzanine loans acquired were $2 million and $4 million, respectively. These discounts are recognized in interest income and other on the Consolidated Statements of Operations using the effective interest rate method over the remaining term of the loans. As of March 31, 2024, six of the secured loans acquired had $74 million of remaining commitments to fund outpatient medical capital expenditure projects.
Sunrise Senior Housing Portfolio Seller Financing
In conjunction with the sale of 32 senior housing operating properties (“SHOP”) facilities for $664 million in January 2021, the Company provided the buyer with initial financing of $410 million. The remainder of the sales price was received in cash at the time of sale. Additionally, the Company agreed to provide up to $92 million of additional financing for capital expenditures (up to 65% of the estimated cost of capital expenditures). The initial and additional financing is secured by the buyer’s equity ownership in each property. In June 2023, the interest rate on this secured loan was converted from a variable rate based on LIBOR to a variable rate based on Term SOFR (plus a 10 basis point adjustment related to SOFR transition).
In June 2021, February 2022, July 2022, and December 2022, the Company received partial principal repayments of $246 million, $8 million, $27 million, and $10 million, respectively, in conjunction with the disposition of the underlying collateral. In connection with these principal repayments, the additional financing available was reduced to $40 million, of which $11 million had been funded as of December 31, 2023.
In February 2024, this loan reached its maturity and was refinanced with the Company. In connection with the refinance, the Company received a partial principal repayment of $69 million and the maturity date was extended to August 2027. The interest rate on the loan remained as Term SOFR (plus a 10 basis point adjustment related to SOFR transition) plus 4.0% for the first two years of the extended term, but increases to 5.0% for the last 18 months of the extended term and is now subject to a fixed floor of 9%. In connection with the refinance, the additional financing was reduced to $1 million, all of which was funded in February 2024. Therefore, at March 31, 2024, the Company no longer has a commitment to provide the borrower with additional financing for capital expenditures. At March 31, 2024 and December 31, 2023, this secured loan had an outstanding principal balance of $63 million and $131 million, respectively.
16

Other Seller Financing
In conjunction with the sale of 16 additional SHOP facilities for $230 million in January 2021, the Company provided the buyer with financing of $150 million. The remainder of the sales price was received in cash at the time of sale. The financing is secured by the buyer’s equity ownership in each property. Upon maturity in January 2023, the borrower did not make the required principal repayment. In February 2023, the borrower made a partial principal repayment of $102 million and the remaining balance owed was refinanced with the Company. In connection with the refinance, the maturity date of the loan was extended to January 2024 and the interest rate on the loan was increased to a variable rate based on Term SOFR (plus an 11 basis point adjustment related to SOFR transition) plus 6.0% for the first six months of the extended term, increasing to 7.0% for the last six months of the extended term. The Company also received a $1 million extension fee in connection with the refinance, which was recognized in interest income through the maturity date of January 2024.
In January 2024, the loan was refinanced with the Company. In connection with the refinance, the maturity date of the loan was extended to January 2025. The interest rate on the loan remained as Term SOFR (plus an 11 basis point adjustment related to SOFR transition) plus 7.0%, but is now subject to a fixed floor of 12%. The Company also received a $1 million extension fee in connection with the refinance, which is recognized in interest income over the remaining term of the loan. At each of March 31, 2024 and December 31, 2023, this secured loan had an outstanding principal balance of $48 million.
2023 Other Loans Receivable Transactions
In February 2023, the Company received full repayment of the outstanding balance of one $35 million secured loan.
In April 2023, the Company received full repayment of the outstanding balance of one $14 million secured loan.
In May 2023, the Company received full repayment of two outstanding secured loans with an aggregate balance of $12 million.
Also in May 2023, the interest rate on one secured loan with an outstanding balance of $21 million was converted from a variable rate based on LIBOR to a variable rate based on Term SOFR (plus a 10 basis point adjustment related to SOFR transition). In October 2023, the Company received full repayment of the outstanding balance of this $21 million secured loan.
CCRC Resident Loans
For certain residents that qualify, CCRCs may offer to lend residents the necessary funds to satisfy the entrance fee requirements so that they are able to move into a community while still continuing the process of selling their previous home. The loans are due upon sale of the resident’s previous home. At March 31, 2024 and December 31, 2023, the Company held $47 million and $43 million, respectively, of such notes receivable.
Loans Receivable Internal Ratings
In connection with the Company’s quarterly review process or upon the occurrence of a significant event, loans receivable are reviewed and assigned an internal rating of Performing, Watch List, or Workout. Loans that are deemed Performing meet all present contractual obligations, and collection and timing of all amounts owed is reasonably assured. Watch List Loans are defined as loans that do not meet the definition of Performing or Workout. Workout Loans are defined as loans in which the Company has determined, based on current information and events, that: (i) it is probable it will be unable to collect all amounts due according to the contractual terms of the agreement, (ii) the borrower is delinquent on making payments under the contractual terms of the agreement, and (iii) the Company has commenced action or anticipates pursuing action in the near term to seek recovery of its investment.
17

The following table summarizes, by year of origination, the Company’s internal ratings for loans receivable, net of unamortized discounts, fees, and reserves for loan losses, as of March 31, 2024 (in thousands):
Investment Type
Year of OriginationTotal
2024
2023
2022
2021(1)
2020
Prior
Secured loans
Risk rating:
Performing loans$36,951 $22,213 $23,969 $106,362 $ $ $189,495 
Watch list loans       
Workout loans       
Total secured loans$36,951 $22,213 $23,969 $106,362 $ $ $189,495 
Current period gross write-offs$ $ $ $ $ $ $ 
Current period recoveries       
Current period net write-offs$ $ $ $ $ $ $ 
Mezzanine loans
Risk rating:
Performing loans$ $4,788 $4,486 $7,936 $10,638 $3,172 $31,020 
Watch list loans       
Workout loans       
Total mezzanine loans$ $4,788 $4,486 $7,936 $10,638 $3,172 $31,020 
Current period gross write-offs$ $ $ $ $ $ $ 
Current period recoveries       
Current period net write-offs$ $ $ $ $ $ $ 
CCRC resident loans
Risk rating:
Performing loans$18,365 $28,627 $291 $ $ $ $47,283 
Watch list loans       
Workout loans       
Total CCRC resident loans$18,365 $28,627 $291 $ $ $ $47,283 
Current period gross write-offs$ $ $ $ $ $ $ 
Current period recoveries       
Current period net write-offs$ $ $ $ $ $ $ 
_______________________________________
(1)Additional loans funded for capital expenditure projects (as discussed above) is included in the year of origination of the initial loan.
Reserve for Loan Losses
The Company evaluates the liquidity and creditworthiness of its borrowers on a quarterly basis to determine whether any updates to the future expected losses recognized upon inception are necessary. The Company’s evaluation considers payment history and current credit status, industry conditions, current economic conditions, forecasted economic conditions, individual and portfolio property performance, credit enhancements, liquidity, and other factors. Future economic conditions are based primarily on near-term economic forecasts from the Federal Reserve and reasonable assumptions for long-term economic trends. The determination of loan losses also considers concentration of credit risk associated with the senior housing and outpatient medical industries to which its loans receivable relate. The Company’s borrowers furnish property, portfolio, and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis; the Company utilizes this financial information to calculate the debt service coverages in its assessment of internal ratings that it uses as a primary credit quality indicator. Debt service coverage information is evaluated together with other property, portfolio, and operator performance information, including revenue, expense, net operating income, occupancy, rental rates, capital expenditures, and EBITDA (defined as earnings before interest, tax, and depreciation and amortization), along with other liquidity measures. The Company evaluates, on a monthly basis or immediately upon a significant change in circumstance, its borrowers’ ability to service their obligations with the Company.
18

The following table summarizes the Company’s reserve for loan losses (in thousands):
 March 31, 2024December 31, 2023
 Secured Loans
Mezzanine Loans and Other(1)
TotalSecured Loans
Mezzanine Loans and Other(1)
Total
Reserve for loan losses, beginning of period$2,830 $ $2,830 $8,280 $ $8,280 
Provision for expected loan losses5,400 1,104 6,504 2,088  2,088 
Expected loan losses (recoveries) related to loans sold or repaid   (7,538) (7,538)
Reserve for loan losses, end of period$8,230 $1,104 $9,334 $2,830 $ $2,830 
_______________________________________
(1)Includes CCRC resident loans.
Additionally, at March 31, 2024 and December 31, 2023, a liability of $5.6 million and $0.7 million, respectively, related to expected credit losses for unfunded loan commitments was included in accounts payable, accrued liabilities, and other liabilities.
The change in the reserve for expected loan losses during the three months ended March 31, 2024 is primarily due to: (i) reserves recognized on senior loans and mezzanine loans receivable acquired as part of the Merger and (ii) reserves recognized on seller financing loans refinanced during the quarter.
NOTE 8.  Investments in and Advances to Unconsolidated Joint Ventures
The Company owns interests in the following entities that are accounted for under the equity method (dollars in thousands): 
  Carrying Amount
   March 31,December 31,
Entity(1)
Segment
Property Count(2)
Ownership %(2)
20242023
South San Francisco JVs(3)
Lab770$420,021 $393,374 
SWF SH JVOther1954328,018 332,693 
Callan Ridge JVLab23570,122  
PMAK JV(4)
Outpatient medical591241,740  
Lab JVLab14931,734 31,761 
Needham Land Parcel JV(5)
Lab3817,131 17,084 
Davis JV(4)
Outpatient medical154914,372  
Outpatient Medical JVs(6)
Outpatient medical2
20 - 67
7,421 7,941 
  $930,559 $782,853 
_______________________________________
(1)These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures.
(2)Property counts and ownership percentages are as of March 31, 2024.
(3)Includes seven unconsolidated lab joint ventures in South San Francisco, California in which the Company holds a 70% ownership percentage in each joint venture. The Company is entitled to a preferred return, a promote, and certain fees in exchange for development and asset management services provided to these joint ventures when certain conditions are met. These joint ventures have been aggregated herein due to similarity of the investments and operations.
(4)Includes unconsolidated joint ventures acquired as part of the Merger (see Note 3). The properties underlying the PMAK JV are excluded from the Company’s total property count.
(5)Land held for development is excluded from the property count as of March 31, 2024.
(6)Includes two unconsolidated outpatient medical joint ventures in which the Company holds an ownership percentage as follows: (i) Ventures IV (20%) and (ii) Suburban Properties, LLC (67%). In April 2023, the Company acquired the remaining 80% interest in one of the two properties that were in the Ventures IV unconsolidated joint venture for $4 million (see Note 4). These joint ventures have been aggregated herein due to similarity of the investments and operations.
19

Callan Ridge JV
In January 2024, the Company sold a 65% interest in two lab buildings in San Diego, California (the “Callan Ridge JV”) to a third-party (the “JV Partner”) for net proceeds of $128 million. Following the transaction, the Company and the JV Partner share in key decisions of the assets through their voting rights, resulting in the Company deconsolidating the assets, recognizing its retained 35% investment in the Callan Ridge JV at fair value, and accounting for its investment using the equity method. The fair value of the Company’s retained investment was based on a market approach, utilizing an agreed-upon contractual sales price, which is considered to be a Level 3 measurement within the fair value hierarchy. During the three months ended March 31, 2024, the Company recognized a gain upon change of control of $78 million, which is recorded in other income (expense), net.
NOTE 9.  Intangibles
Intangible assets primarily consist of lease-up intangibles and above market lease intangibles. The following table summarizes the Company’s intangible lease assets (dollars in thousands):
Intangible lease assetsMarch 31,
2024
December 31,
2023
Gross intangible lease assets(1)
$1,619,603 $739,228 
Accumulated depreciation and amortization(2)
(459,157)(425,072)
Intangible assets, net$1,160,446 $314,156 
Weighted average remaining amortization period in years55
_______________________________________
(1)As of March 31, 2024 and December 31, 2023, includes $1.57 billion and $725 million, respectively, of gross lease-up intangibles and $53 million and $14 million, respectively, of gross above market lease intangibles.
(2)As of March 31, 2024 and December 31, 2023, includes $451 million and $418 million, respectively, of accumulated depreciation and amortization on lease-up intangibles and $8 million and $7 million, respectively, of accumulated depreciation and amortization on above market lease intangibles.
Intangible liabilities consist of below market lease intangibles. The following table summarizes the Company’s intangible lease liabilities (dollars in thousands):
Intangible lease liabilitiesMarch 31,
2024
December 31,
2023
Gross intangible lease liabilities$374,237 $228,105 
Accumulated depreciation and amortization(135,477)(100,725)
Intangible liabilities, net$238,760 $127,380 
Weighted average remaining amortization period in years97
On the Closing Date of the Merger, the Company acquired intangible assets of $891 million, inclusive of $852 million of lease-up intangibles and $39 million of above market lease intangibles, and intangible liabilities of $150 million (see Note 3). The intangible assets and liabilities acquired had a weighted average amortization period at acquisition of 6 years and 9 years, respectively.
During the year ended December 31, 2023, in conjunction with the Company’s acquisition of real estate, the Company acquired $0.5 million of intangible assets with a weighted average amortization period at acquisition of 5 years.
On the Closing Date of the Merger, the Company recognized goodwill of $47 million, which was allocated to the Company’s outpatient medical segment (see Note 3). Goodwill is included in other assets, net on the Consolidated Balance Sheets. At March 31, 2024 and December 31, 2023, goodwill was allocated to the Company’s segment assets as follows (in thousands):
Segment
March 31,
2024
December 31,
2023
Outpatient medical
$61,314 $14,178 
CCRC
1,998 1,998 
Other non-reportable
1,851 1,851 
$65,163 $18,027 
20

NOTE 10.  Debt
Healthpeak OP, the Company’s consolidated operating subsidiary, is the borrower under, and the Company, DOC DR Holdco, and DOC DR OP Sub are the guarantors of, the Revolving Facility, 2027 Term Loan Facilities, 2029 Term Loan, Commercial Paper Program (each as defined below), and senior unsecured notes issued by the Company prior to the Merger. DOC DR OP Sub is the borrower under, and the Company, Healthpeak OP, and DOC DR Holdco are guarantors of, the 2028 Term Loan (as defined below) and senior unsecured notes issued by the Physicians Partnership prior to, and assumed by the Company as part of, the Merger. Guarantees of senior unsecured notes are full and unconditional and applicable to existing and future senior unsecured notes.
The Merger
On March 1, 2024, upon the consummation of the Merger, the Company assumed senior unsecured term loans in an aggregate principal amount of $400 million (the “2028 Term Loan”) that mature in May 2028 (see Note 3) pursuant to an amendment to a term loan agreement originally executed by the Physicians Partnership, as borrower, and the other parties thereto. DOC DR OP Sub is the borrower under, and the Company, Healthpeak OP, and DOC DR Holdco are guarantors of, the 2028 Term Loan.
In connection with the assumption of the 2028 Term Loan, the Company acquired three related interest rate swap instruments that were redesignated as cash flow hedges as of the Closing Date. The 2028 Term Loan associated with these interest rate swap instruments is reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instruments. Based on DOC DR OP Sub’s credit ratings as of March 31, 2024, the 2028 Term Loan had a blended fixed effective interest rate of 4.44% inclusive of the amortization of the related premium. See also Note 18 for a discussion of the impact of the related interest rate swap instruments.
Loans outstanding under the 2028 Term Loan bear interest at an annual rate equal to (i) the applicable margin, plus (ii) at the option of DOC DR OP Sub, (a) the base rate, (b) a forward-looking term rate based on Term SOFR (plus a