0001 - DOCUMENT AND ENTITY INFO
0001 - DOCUMENT AND ENTITY INFORMATION (USD $) | |
12 Months Ended
Dec. 31, 2008 | |
Document and Entity Information | |
Entity Registrant Name | HCP, Inc. |
Entity Central Index Key | 0000765880 |
Document Type | 10-K |
Document Report Type | Annual Report |
Document Period End Date | 2008-12-31 |
Amendment Flag | false |
Amendment Description | |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Public Float | $7,500,000,000 |
Entity Common Stock, Shares Outstanding | 253,929,108 |
0010 - CONSOLIDATED BALANCE SHE
0010 - CONSOLIDATED BALANCE SHEETS (USD $) | ||
Dec. 31, 2008
| Dec. 31, 2007
| |
Real estate: | ||
Buildings and improvements | $7,762,217,000 | $7,493,944,000 |
Development costs and construction in progress | 224,361,000 | 372,527,000 |
Land | 1,551,168,000 | 1,564,820,000 |
Less accumulated depreciation and amortization | 827,655,000 | 605,881,000 |
Net real estate | 8,710,091,000 | 8,825,410,000 |
Net investment in direct financing leases | 648,234,000 | 640,052,000 |
Loans receivable, net | 1,076,392,000 | 1,065,485,000 |
Investments in and advances to unconsolidated joint ventures | 272,929,000 | 248,894,000 |
Accounts receivable, net of allowance of $18,413 and $23,109, respectively | 34,211,000 | 44,892,000 |
Cash and cash equivalents | 57,562,000 | 96,269,000 |
Restricted cash | 35,078,000 | 36,427,000 |
Intangible assets, net | 507,100,000 | 623,073,000 |
Real estate held for sale, net | 15,423,000 | 425,137,000 |
Other assets, net | 492,806,000 | 516,133,000 |
Total assets | 11,849,826,000 | 12,521,772,000 |
Liabilities: | ||
Bank line of credit | 150,000,000 | 951,700,000 |
Bridge and term loans | 520,000,000 | 1,350,000,000 |
Senior unsecured notes | 3,523,513,000 | 3,819,950,000 |
Mortgage debt | 1,641,734,000 | 1,277,291,000 |
Mortgage debt on assets held for sale | 3,470,000 | |
Other debt | 102,209,000 | 108,496,000 |
Intangible liabilities, net | 232,654,000 | 278,143,000 |
Accounts payable and accrued liabilities | 211,691,000 | 238,093,000 |
Deferred revenue | 60,185,000 | 51,649,000 |
Total liabilities | 6,441,986,000 | 8,078,792,000 |
Minority interests: | ||
Minority interests: Joint venture partners | 12,912,000 | 33,436,000 |
Minority interests: Non-managing member unitholders | 193,657,000 | 305,835,000 |
Total minority interests | 206,569,000 | 339,271,000 |
Stockholders' equity: | ||
Preferred stock, $1.00 par value: 50,000,000 shares authorized; 11,820,000 shares issued and outstanding, liquidation preference of $25 per share | 285,173,000 | 285,173,000 |
Common stock, $1.00 par value: 750,000,000 shares authorized; 253,601,454 and 216,818,780 shares issued and outstanding, respectively | 253,601,000 | 216,819,000 |
Additional paid-in capital | 4,873,727,000 | 3,724,739,000 |
Cumulative dividends in excess of earnings | (130,068,000) | (120,920,000) |
Accumulated other comprehensive loss | (81,162,000) | (2,102,000) |
Total stockholders' equity | 5,201,271,000 | 4,103,709,000 |
Total liabilities and stockholders' equity | $11,849,826,000 | $12,521,772,000 |
0011 - CONSOLIDATED BALANCE SHE
0011 - CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | ||
Dec. 31, 2008
| Dec. 31, 2007
| |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts, accounts receivable | $18,413,000 | $23,109,000 |
Preferred stock, $1.00 par value | $1 | $1 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 11,820,000 | 11,820,000 |
Preferred stock, shares outstanding | 11,820,000 | 11,820,000 |
Preferred stock, liquidation preference | $25 | $25 |
Common stock, $1.00 par value | $1 | $1 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 253,601,454 | 216,818,780 |
Common stock, shares outstanding | 253,601,454 | 216,818,780 |
0020 - CONSOLIDATED STATEMENTS
0020 - CONSOLIDATED STATEMENTS OF INCOME (USD $) | |||
12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 | 12 Months Ended
Dec. 31, 2006 | |
Revenues: | |||
Rental and related revenues | $878,899,000 | $765,074,000 | $416,203,000 |
Tenant recoveries | 82,847,000 | 64,854,000 | 29,141,000 |
Income from direct financing leases | 58,149,000 | 63,852,000 | 15,008,000 |
Investment management fee income | 5,923,000 | 13,581,000 | 3,895,000 |
Total revenues | 1,025,818,000 | 907,361,000 | 464,247,000 |
Costs and expenses: | |||
Depreciation and amortization | 314,632,000 | 258,947,000 | 118,393,000 |
Operating | 192,632,000 | 175,256,000 | 79,253,000 |
General and administrative | 75,686,000 | 68,401,000 | 46,882,000 |
Impairments | 24,660,000 | 3,577,000 | |
Total costs and expenses | 607,610,000 | 502,604,000 | 248,105,000 |
Other income (expense): | |||
Gain on sale of real estate interest | 10,141,000 | ||
Interest and other income, net | 156,752,000 | 75,580,000 | 34,724,000 |
Interest expense | (348,402,000) | (355,479,000) | (211,494,000) |
Total other income (expense) | (191,650,000) | (269,758,000) | (176,770,000) |
Income before income taxes, equity income from unconsolidated joint ventures and minority interests' share in earnings | 226,558,000 | 134,999,000 | 39,372,000 |
Income taxes | (4,292,000) | (1,460,000) | (245,000) |
Equity income from unconsolidated joint ventures | 3,326,000 | 5,645,000 | 8,331,000 |
Minority interests' share in earnings | (21,263,000) | (23,536,000) | (14,015,000) |
Income from continuing operations | 204,329,000 | 115,648,000 | 33,443,000 |
Discountinued operations: | |||
Discontinued operations: Income before impairments and gain on sales of real estate, net of income taxes | 18,353,000 | 69,783,000 | 114,825,000 |
Discontinued operations: Impairments | (2,791,000) | (6,004,000) | |
Discontinued operations: Gain on sales of real estate, net of income taxes | 228,604,000 | 403,584,000 | 275,283,000 |
Total discontinued operations | 244,166,000 | 473,367,000 | 384,104,000 |
Net income | 448,495,000 | 589,015,000 | 417,547,000 |
Preferred stock dividends | (21,130,000) | (21,130,000) | (21,130,000) |
Net income applicable to common shares | $427,365,000 | $567,885,000 | $396,417,000 |
Basic earnings per common share: | |||
Basic earnings per common share: Continuing operations | 0.77 | 0.45 | 0.08 |
Basic earnings per common share: Discontinued operations | 1.03 | 2.28 | 2.59 |
Basic earnings per common share: Net income applicable to common shares | 1.8 | 2.73 | 2.67 |
Diluted earnings per common share: | |||
Diluted earnings per common share: Continuing operations | 0.77 | 0.45 | 0.08 |
Diluted earnings per common share: Discontinued operations | 1.02 | 2.26 | 2.58 |
Diluted earnings per common share: Net income applicable to common shares | 1.79 | 2.71 | 2.66 |
Weighted average shares used to calculate earnings per common share: | |||
Weighted average shares used to calculate earnings per common share: Basic | 237,301,000 | 207,924,000 | 148,236,000 |
Weighted average shares used to calculate earnings per common share: Diluted | 238,296,000 | 209,254,000 | 148,841,000 |
Dividends declared per common share | 1.82 | 1.78 | 1.7 |
0030 - CONSOLIDATED STATEMENTS
0030 - CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | ||||||
|
|
|
|
| Total
| |
Balance at beginning of year at Dec. 31, 2005 | $285,173,000 | $136,194,000 | $1,446,349,000 | ($467,102,000) | ($848,000) | $1,399,766,000 |
Shares at beginning of year at Dec. 31, 2005 | 11,820,000 | 136,194,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock, net, value | 61,975,000 | 1,646,869,000 | ||||
Issuance of common stock, net, shares | 61,975,000 | |||||
Exercise of stock options, value | 430,000 | 7,458,000 | ||||
Exercise of stock options, shares | 430,000 | |||||
Amortization of deferred compensation | 8,232,000 | |||||
Net income | 417,547,000 | 417,547,000 | ||||
Preferred dividends | (21,130,000) | |||||
Common dividend ($1.82, $1.78 and $1.70 per share) | (245,684,000) | |||||
Change in net unrealized gains (losses) on securities: | ||||||
Change in net unrealized gains (losses) on securities: Unrealized gains (losses) | 24,096,000 | |||||
Change in net unrealized gains (losses) on securities: Less reclassification adjustment realized in net income | (640,000) | |||||
Change in net unrealized gains (losses) on cash flow hedges: | ||||||
Change in net unrealized gains (losses) on cash flow hedges: Unrealized losses | (4,984,000) | |||||
Changes in Supplemental Executive Retirement Plan obligation | 101,000 | |||||
Balance at end of year at Dec. 31, 2006 | 285,173,000 | 198,599,000 | 3,108,908,000 | (316,369,000) | 17,725,000 | 3,294,036,000 |
Shares at end of year at Dec. 31, 2006 | 11,820,000 | 198,599,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock, net, value | 17,810,000 | 596,719,000 | ||||
Issuance of common stock, net, shares | 17,810,000 | |||||
Exercise of stock options, value | 410,000 | 7,704,000 | ||||
Exercise of stock options, shares | 410,000 | |||||
Amortization of deferred compensation | 11,408,000 | |||||
Net income | 589,015,000 | 589,015,000 | ||||
Preferred dividends | (21,130,000) | |||||
Common dividend ($1.82, $1.78 and $1.70 per share) | (372,436,000) | |||||
Change in net unrealized gains (losses) on securities: | ||||||
Change in net unrealized gains (losses) on securities: Unrealized gains (losses) | (10,490,000) | |||||
Change in net unrealized gains (losses) on securities: Less reclassification adjustment realized in net income | 176,000 | |||||
Change in net unrealized gains (losses) on cash flow hedges: | ||||||
Change in net unrealized gains (losses) on cash flow hedges: Unrealized losses | (9,647,000) | |||||
Changes in Supplemental Executive Retirement Plan obligation | 102,000 | |||||
Foreign currency translation adjustment | 32,000 | |||||
Balance at end of year at Dec. 31, 2007 | 285,173,000 | 216,819,000 | 3,724,739,000 | (120,920,000) | (2,102,000) | 4,103,709,000 |
Shares at end of year at Dec. 31, 2007 | 11,820,000 | 216,819,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock, net, value | 36,134,000 | 1,123,684,000 | ||||
Issuance of common stock, net, shares | 36,134,000 | |||||
Exercise of stock options, value | 648,000 | 11,539,000 | ||||
Exercise of stock options, shares | 648,000 | |||||
Amortization of deferred compensation | 13,765,000 | |||||
Net income | 448,495,000 | 448,495,000 | ||||
Preferred dividends | (21,130,000) | |||||
Common dividend ($1.82, $1.78 and $1.70 per share) | (436,513,000) | |||||
Change in net unrealized gains (losses) on securities: | ||||||
Change in net unrealized gains (losses) on securities: Unrealized gains (losses) | (88,266,000) | |||||
Change in net unrealized gains (losses) on securities: Less reclassification adjustment realized in net income | 7,230,000 | |||||
Change in net unrealized gains (losses) on cash flow hedges: | ||||||
Change in net unrealized gains (losses) on cash flow hedges: Unrealized losses | (1,485,000) | |||||
Change in net unrealized gains (losses) on cash flow hedges: Less reclassification adjustment realized in net income | 3,999,000 | |||||
Changes in Supplemental Executive Retirement Plan obligation | 292,000 | |||||
Foreign currency translation adjustment | (830,000) | |||||
Balance at end of year at Dec. 31, 2008 | $285,173,000 | $253,601,000 | $4,873,727,000 | ($130,068,000) | ($81,162,000) | $5,201,271,000 |
Shares at end of year at Dec. 31, 2008 | 11,820,000 | 253,601,000 |
0031 - CONSOLIDATED STATEMENTS
0031 - CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | ||
| Total
| |
Statement of Stockholders' Equity | ||
Dividends declared per common share | 1.7 | 1.7 |
Statement of Stockholders' Equity | ||
Dividends declared per common share | 1.78 | 1.78 |
Statement of Stockholders' Equity | ||
Dividends declared per common share | 1.82 | 1.82 |
0040 - CONSOLIDATED STATEMENTS
0040 - CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | |||
12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 | 12 Months Ended
Dec. 31, 2006 | |
Cash flows from operating activities: | |||
Net income | $448,495,000 | $589,015,000 | $417,547,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization of real estate, in-place lease and other intangibles: Continuing operations | 314,632,000 | 258,947,000 | 118,393,000 |
Depreciation and amortization of real estate, in-place lease and other intangibles: Discontinued operations | 6,604,000 | 22,232,000 | 35,676,000 |
Amortization of above and below market lease intangibles, net | (8,440,000) | (6,056,000) | (797,000) |
Stock-based compensation | 13,765,000 | 11,408,000 | 8,232,000 |
Amortization of debt premiums, discounts and issuance costs, net | 12,267,000 | 20,413,000 | 14,533,000 |
Recovery of loan losses | (386,000) | ||
Straight-line rents | (39,463,000) | (49,725,000) | (18,210,000) |
Interest accretion | (27,019,000) | (8,739,000) | (2,513,000) |
Deferred rental revenue | 13,931,000 | 9,027,000 | (518,000) |
Equity income from unconsolidated joint ventures | (3,326,000) | (5,645,000) | (8,331,000) |
Distributions of earnings from unconsolidated joint ventures | 6,745,000 | 5,264,000 | 8,331,000 |
Minority interests' share in earnings | 21,903,000 | 24,356,000 | 14,805,000 |
Gain on sales of real estate and real estate interest | (228,604,000) | (413,725,000) | (275,283,000) |
Gain on early repayment of debt | (2,396,000) | ||
Marketable securities (gains) losses, net | 7,230,000 | (2,233,000) | (1,861,000) |
Derivative losses, net | 4,577,000 | ||
Impairments of real estate and intangible assets, net | 27,451,000 | 9,581,000 | |
Impairments of equity method investments | 400,000 | ||
Changes in: | |||
Changes in: Accounts receivable | 10,681,000 | (13,115,000) | 1,295,000 |
Changes in: Other assets | (3,713,000) | (14,621,000) | (8,263,000) |
Changes in: Accounts payable and accrued liabilities | (7,023,000) | 26,634,000 | 28,579,000 |
Net cash provided by operating activities | 568,697,000 | 453,051,000 | 341,196,000 |
Cash flows from investing activities: | |||
Cash used in other acquisitions and development of real estate | (155,531,000) | (425,464,000) | (480,140,000) |
Lease commissions and tenant and capital improvements | (59,991,000) | (49,669,000) | (18,932,000) |
Proceeds from sales of real estate | 639,585,000 | 887,218,000 | 512,317,000 |
Cash used in SEUSA acquisition, net of cash acquired | (2,982,689,000) | ||
Cash used in CRP and CRC mergers, net of cash acquired | (3,325,046,000) | ||
Cash used in purchase of HCP MOP interest, net of cash acquired | (138,163,000) | ||
Contributions to unconsolidated joint ventures | (3,579,000) | (3,641,000) | |
Distributions in excess of earnings from unconsolidated joint ventures | 8,400,000 | 478,293,000 | 32,115,000 |
Purchase of marketable securities | (30,089,000) | (26,647,000) | (13,670,000) |
Proceeds from sales of marketable securities | 10,700,000 | 53,817,000 | 7,550,000 |
Proceeds from sales of interests in unconsolidated joint ventures | 2,855,000 | ||
Principal repayments on loans receivable and direct financing leases | 16,790,000 | 104,009,000 | 63,535,000 |
Investments in loans receivables and direct financing leases | (3,162,000) | (923,534,000) | (329,724,000) |
(Increase) decrease in restricted cash | 1,349,000 | 192,000 | (1,894,000) |
Net cash provided by (used in) investing activities | 427,327,000 | (2,888,115,000) | (3,692,052,000) |
Cash flows from financing activities: | |||
Net borrowings (repayments) under bank line of credit | (801,700,000) | 327,200,000 | 365,900,000 |
Repayments of term and bridge loans | (1,030,000,000) | (1,904,593,000) | (1,901,136,000) |
Borrowings under term and bridge loans | 200,000,000 | 2,750,000,000 | 2,405,729,000 |
Repayments of mortgage debt | (225,316,000) | (97,882,000) | (66,689,000) |
Issuance of mortgage debt | 579,557,000 | 143,421,000 | 619,911,000 |
Repayments of senior unsecured notes | (300,000,000) | (20,000,000) | (255,000,000) |
Issuance of senior unsecured notes | 1,100,000,000 | 1,550,000,000 | |
Settlement of cash flow hedges, net | (9,658,000) | (4,354,000) | |
Debt issuance costs | (12,657,000) | (27,044,000) | (32,313,000) |
Net proceeds from the issuance of common stock and exercise of options | 1,060,538,000 | 618,854,000 | 989,039,000 |
Dividends paid on common and preferred stock | (457,643,000) | (393,566,000) | (266,814,000) |
Distributions to minority interests | (37,852,000) | (23,462,000) | (16,354,000) |
Net cash provided by (used in) financing activities | (1,034,731,000) | 2,472,928,000 | 3,387,919,000 |
Net increase (decrease) in cash and cash equivalents | (38,707,000) | 37,864,000 | 37,063,000 |
Cash and cash equivalents, beginning of year | 96,269,000 | 58,405,000 | 21,342,000 |
Cash and cash equivalents, end of year | $57,562,000 | $96,269,000 | $58,405,000 |
0050 - NOTES TO CONSOLIDATED FI
0050 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
12 Months Ended
Dec. 31, 2008 USD / shares | |
Notes to Consolidated Financial Statements | |
Business | (1)Business HCP, Inc., an SP 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust ("REIT") which, together with its consolidated entities (collectively, "HCP" or the "Company"), invests primarily in real estate serving the healthcare industry in the United States. The Company acquires, develops, leases, manages and disposes of healthcare real estate and provides financing to healthcare providers. |
Summary of Significant Accounting Policies | (2)Summary of Significant Accounting Policies Use of Estimates Management is required to make estimates and assumptions in the preparation of financial statements in conformity with U.S. generally accepted accounting principles ("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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include the accounts of HCP, its wholly-owned subsidiaries and joint ventures that it controls, through voting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation. The Company applies Financial Accounting Standards Board ("FASB") Interpretation No. 46R, Consolidation of Variable Interest Entities, as revised ("FIN 46R"), for arrangements with variable interest entities. FIN 46R provides guidance on the identification of entities for which control is achieved through means other than voting rights ("variable interest entities" or "VIEs") and the determination of which business enterprise is the primary beneficiary of the VIE. A variable interest entity is broadly defined as an entity where either (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support. The Company consolidates investments in VIEs when the Company is the primary beneficiary of the VIE at either the creation of the variable interest entity or upon the occurrence of a qualifying reconsideration event. Qualifying reconsideration events include, but are not limited to, the modification of contractual arrangements that affects the characteristics or adequacy of the entity's equity investments at risk and the disposal of all or a portion of an interest held by the primary beneficiary. At December 31, 2008, the Company did not consolidate any significant variable interest entities. The Company uses qualitative and quantitative approaches when determining whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, the form of our ownership interest, our representation on the entity's governing body, the size and seniority of our investment, various cash flow scenarios related to the VIE, our ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process and to replace the Company as manager and/or liquidate the venture, if applicable. At December 31, 2008, the Company had 81 properties leased to a total of nine tenants that have been identified as VIEs ("VIE tenants") and a loan to a borrower that has been identified as a VIE. The Company acquired these leases and loan on October 5, 2006 in its merger with CNL Retirement Properties, Inc. ("CRP"). CRP determined it was not the p |
Mergers and Acquisitions | (3)Mergers and Acquisitions Slough Estates USA Inc. On August 1, 2007, the Company closed its acquisition of SEUSA for aggregate cash consideration of approximately $3.0 billion. SEUSA's life science portfolio is concentrated in the San Francisco Bay Area and San Diego County. The calculation of total consideration follows (in thousands): Payment of aggregate cash consideration $ 2,978,911 Estimated acquisition costs, net of cash acquired 3,800 Purchase price, net of assumed liabilities 2,982,711 Fair value of liabilities assumed, including debt 220,133 Purchase price $ 3,202,844 Under the purchase method of accounting, the assets and liabilities of SEUSA were recorded at their relative fair values as of the date of the acquisition. During the year ended December 31, 2008, the Company revised its initial purchase price allocation of its acquired interest in SEUSA, which resulted in the Company reallocating $51 million among buildings and improvements, development costs and construction in progress, land, intangible assets and investments in and advances to unconsolidated joint ventures from its preliminary allocation at December 31, 2007. The changes from the Company's initial purchase price allocation did not have a significant impact on the Company's results of operations for the year ended December 31, 2008. The following table summarizes the estimated fair values of the SEUSA assets acquired and liabilities assumed as of the acquisition date of August 1, 2007 (in thousands): Assets acquired Buildings and improvements $ 1,664,156 Developments in process 254,626 Land 827,041 Investments in and advances to unconsolidated joint ventures 68,300 Intangible assets 351,500 Other assets 37,221 Total assets acquired $ 3,202,844 Liabilities assumed Mortgages payable and other debt $ 33,553 Intangible liabilities 147,700 Other liabilities 38,880 Total liabilities assumed 220,133 Net assets acquired $ 2,982,711 In connection with the Company's acquisition of SEUSA, the Company obtained, from a syndicate of banks, a financing commitment for a $3.0 billion bridge loan under which $2.75 billion was borrowed at closing. See Note 11 for further details. CNL Retirement Properties, Inc. and CNL Retirement Corp. On October 5, 2006, HCP acquired CRP. CRP was a REIT that invested primarily in senior housing and medical office buildings located across the United States. At the time of the CRP merger, CRP owned or held an ownership interest in 273 properties in 33 states. Under the merger agreement with CRP, each share of CRP common stock was exchanged for $11.1293 in cash and 0.0865 of a share of HCP's common stock, equivalent to approximately $2.9billion in cash and 22.8 million shares. Fractional shares were paid in cash. The Company financed the cash consideration paid to CRP stockholders and the expenses related to the transaction through a $1.0billion offering of senior unsecured notes and draw downs under term an |
Acquisitions of Real Estate Properties | (4)Acquisitions of Real Estate Properties During the year ended December 31, 2008, the Company acquired a senior housing facility for $11million, purchased a joint venture interest valued at $29 million and funded an aggregate of $158million for construction, and other capital projects, primarily in the Company's life science segment. During 2008, three of the Company's life science facilities located in South San Francisco were placed into service. A summary of acquisitions for the year ended December 31, 2007, excluding SEUSA (Note 3), follows (in thousands): Consideration Assets Acquired Acquisitions(1) Cash Paid Real Estate Debt Assumed DownREIT Units(2) Real Estate Net Intangibles Medical office $ 166,982 $ $ $ 93,887 $ 247,996 $ 12,873 Hospitals 120,562 35,205 84,719 235,084 5,402 Life science 35,777 12,215 2,092 48,237 1,847 Senior housing 15,956 340 5,148 20,772 672 $ 339,277 $ 35,545 $ 17,363 $ 180,698 $ 552,089 $ 20,794 (1) Includes transaction costs, if any. (2) Non-managing member LLC units. In addition to the SEUSA acquisition discussed in Note 3, during the year ended December 31, 2007, the Company acquired properties aggregating $573 million, including the following significant acquisitions: On January 31, 2007, the Company acquired three long-term acute care hospitals and received proceeds of $36 million in exchange for 11 skilled nursing facilities ("SNFs") valued at approximately $77 million. The Company recognized a gain of $47 million on the sale of these 11 SNFs. The three acquired properties have an initial lease term of ten years with two ten-year renewal options and escalators based on the lessee's revenue growth. The acquired properties are included in a new master lease that contains 14 properties leased to the same operator. On February 9, 2007, the Company acquired a medical campus that includes two hospital towers, six medical office buildings ("MOB") and three parking garages for approximately $350 million, including DownREIT units valued at $179 million. In November and December 2007, the Company acquired three life science facilities with an aggregate value of approximately $46 million, including $12 million of assumed debt. For the year ended December 31, 2007, the Company funded an aggregate of $150 million for construction, tenant and capital improvements projects. |
Dispositions of Real Estate, Real Estate Interests, and Discontinued Operations | (5)Dispositions of Real Estate, Real Estate Interests and Discontinued Operations Dispositions of Real Estate During the year ended December 31, 2008, the Company sold 51 properties for approximately $643 million and recognized a gain on sales of real estate of $229 million. The Company's sales of properties were made from the following segments: (i) $427 million of hospital, (ii) $97 million of skilled nursing, (iii) $95 million of medical office and (iv) $24 million of senior housing. The hospitals sold included a hospital located in Tarzana, California, which was sold for $89 million resulting in a gain on sale of real estate of $18 million. During the year ended December 31, 2007, the Company sold 97 properties for $922 million and recognized gains on sales of real estate of approximately $404 million. The Company's sales of properties were made from the following segments: (i) $641 million of skilled nursing, (ii) $243 million of senior housing and (iii) $38 million of medical office. Dispositions of Real Estate Interests On January 5, 2007, the Company formed a senior housing joint venture ("HCP Ventures II"), which included 25 properties valued at $1.1 billion and encumbered by a $686 million secured debt facility. The 25 properties included in this joint venture were acquired in the Company's acquisition of CRP and were classified as held for contribution within three months from the close of the CRP acquisition. These assets were not depreciated or amortized prior to their contribution, as these assets were held for contribution, and the value allocated to these assets was based on the disposition proceeds received. The Company received approximately $280 million in proceeds, including a one-time acquisition fee of $5.4 million, which is included in investment management fee income. No gain or loss was recognized for the sale of a 65% interest in this joint venture. The Company acts as the managing member and receives asset management fees. On April 30, 2007, the Company formed a MOB joint venture, HCP Ventures IV, LLC ("HCP Ventures IV"), which included 55 properties valued at approximately $585 million and encumbered by $344 million of secured debt. Upon the disposition of an 80% interest in this venture, the Company received proceeds of $196 million, including a one-time acquisition fee of $3 million, which is included in investment management fee income, and recognized a gain of $10.1 million. The Company acts as the managing member and receives asset management fees. Properties Held for Sale At December 31, 2008 and 2007, the number of assets held for sale was six and 57 with carrying amounts of $15.4 million and $425.1 million, respectively. Results from Discontinued Operations The following table summarizes operating income from discontinued operations, impairments and gains on sales of real estate included in discontinued operations (dollars in thousands): Year Ended December 31, 2008 2007 2006 Rental and related revenues $ 34,182 $ 110,401 $ 162,407 Other revenues 18 3,131 3,758 Total revenues 34,200 |
Net Investment in Direct Financing Leases | (6)Net Investment in Direct Financing Leases The components of net investment in direct financing leases ("DFLs") consisted of the following (dollars in thousands): Year Ended December31, 2008 2007 Minimum lease payments receivable $ 1,373,283 $ 1,414,116 Estimated residual values 467,248 468,769 Less unearned income (1,192,297 ) (1,242,833 ) Net investment in direct financing leases $ 648,234 $ 640,052 Properties subject to direct financing leases 30 30 The DFLs were acquired in the Company's merger with CRP. CRP determined that these leases were DFLs, and the Company is required to carry forward CRP's accounting conclusions after the acquisition date relative to their assessment of these leases, provided that the Company does not believe CRP's accounting to be in error. The Company believes that its accounting for the leases is the appropriate accounting in accordance with GAAP. Certain leases contain provisions that allow the tenants to elect to purchase the properties during or at the end of the lease terms for the aggregate initial investment amount plus adjustments, if any, as defined in the lease agreements. Certain leases also permit the Company to require the tenants to purchase the properties at the end of the lease terms. Lease payments due to the Company relating to three land-only DFLs, along with the land, with a carrying value of $58 million at December 31, 2008, are subordinate to and serve as collateral for first mortgage construction loans entered into by the tenants to fund development costs related to the properties. During the three months ended December 31, 2008, the Company determined that two of these DFLs were impaired and is recognizing income on a cost-recovery basis. At December 31, 2008, the carrying value of these two DFLs was $38 million. During the year ended December 31, 2007, two DFL tenants exercised purchase options with the Company receiving proceeds of $51 million. The proceeds received in excess of the carrying value of the DFLs were $4 million are included in income from direct financing leases. Future minimum lease payments contractually due under direct financing leases at December 31, 2008, were as follows (in thousands): Year Amount 2009 $ 48,741 2010 50,131 2011 51,434 2012 52,774 2013 49,350 Thereafter 1,120,853 $ 1,373,283 |
Loans Receivable | (7)Loans Receivable The following table summarizes the Company's loans receivable (in thousands): December31, 2008 2007 Real Estate Secured Other Total Real Estate Secured Other Total Mezzanine $ $ 999,891 $ 999,891 $ $ 1,000,000 $ 1,000,000 Joint venture partners 7,055 7,055 7,055 7,055 Other 71,224 76,725 147,949 69,126 86,285 155,411 Unamortized discounts, fees and costs (78,262 ) (78,262 ) (96,740 ) (96,740 ) Loan loss allowance (241 ) (241 ) (241 ) (241 ) $ 71,224 $ 1,005,168 $ 1,076,392 $ 69,126 $ 996,359 $ 1,065,485 Following is a summary of loans receivable secured by real estate at December31, 2008 (in thousands): Final Payment Due Number of Loans Payment Terms Initial Principal Amount Carrying Amount 2009 2 Monthly interest and principal payments of $19,000 at 11.00% secured by a skilled nursing facility in Montana and monthly interest-only payments of $24,000, at 6.00% secured by two assisted living facilities in Georgia and South Carolina. $ 6,700 $ 6,686 2009 1 Monthly interest payments of $24,000 at 9.00% secured by an assisted living facility in Alabama. 3,200 3,200 2010 1 Monthly principal and interest payments of $189,000 at 11.10% secured by two skilled nursing facilities in Colorado. 18,397 13,146 2011 1 Monthly principal and interest payments of $37,000 at 10.34% secured by an assisted living facility in North Carolina. 3,859 3,028 2013 1 Monthly interest payments of $33,000 at 4.00% secured by an assisted living facility in Texas. 10,000 9,856 2016 1 Monthly interest payments of $250,000 at 8.50% secured by a hospital in Texas. 35,308 35,308 7 $ 77,464 $ 71,224 At December31, 2008, minimum future principal payments to be received on loans receivable, including those secured by real estate, are $95.7million in 2009, $18.6million in 2010, $2.8million in 2011, $1.01billion in 2013 and $36.1million thereafter. On October5, 2006, through its merger with CRP, the Company assumed an agreement to provide an affiliate of the Cirrus Group,LLC with an interest-only,senior secured term loan. The loan provides for a maturity date of December31, 2008, with a one-year extension at the option of the borrower, subject to certain conditions, under which amounts were borrowed to finance the acquisition, development, syndication and operation of new and existing surgical partnerships. This loan accrues interest at a rate of 14.0%, of which 9.5% is payable monthly and the balance of 4.5% is deferred until maturity. The loan is subject to equity contribution requirements, borrower financial covenants, is collateralized by assets of the borrower (comprised primarily of interests in partnerships operating surgical facilities, some of which are on the premises of propertie |
Investments in and Advances to Unconsolidated Joint Ventures | (8)Investments in and Advances to Unconsolidated Joint Ventures The Company owns interests in the following entities which are accounted for under the equity method at December31, 2008 (dollars in thousands): Entity(1) Properties Investment(2) Ownership% HCPVenturesII 25senior housing facilities $ 141,632 35 HCPVenturesIII,LLC 13 MOBs 11,502 30 HCPVenturesIV,LLC 50 MOBs, 4life science facilities and 4hospitals 45,567 20 HCP Life Science(3) 4 life science facilities 66,124 50-63 Suburban Properties,LLC 1 MOB 4,216 67 Advances to unconsolidated joint ventures, net 3,888 $ 272,929 Edgewood Assisted Living Center,LLC(4)(5) 1senior housing facility $ (410 ) 45 Seminole Shores Living Center,LLC(4)(5) 1senior housing facility (884 ) 50 $ (1,294 ) (1) These joint ventures are not consolidated since the Company does not control, through voting rights or other means, the joint ventures. See Note2 regarding the Company's policy on consolidation. (2) Represents the carrying value of the Company's investment in the unconsolidated joint venture. See Note2 regarding the Company's policy for accounting for joint venture interests. (3) Includes three unconsolidated joint ventures between the Company and an institutional capital partner for which the Company is the managing member. HCP Life Science includes the following partnerships: (i)Torrey Pines Science Center,LP(50%); (ii)Britannia Biotech Gateway,LP(55%); and (iii)LASDK,LP(63%). The unconsolidated joint ventures were acquired as part of the Company's purchase of SEUSA on August1, 2007. (4) As of December31, 2008, the Company has guaranteed in the aggregate $4million of a total of $8million of notes payable for these joint ventures. No amounts have been recorded related to these guarantees at December31, 2008. (5) Negative investment amounts are included in accounts payable and accrued liabilities. Summarized combined financial information for the Company's unconsolidated joint ventures follows (in thousands): December31, 2008 2007 Real estate, net $ 1,703,308 $ 1,752,279 Other assets, net 184,297 195,731 Total assets $ 1,887,605 $ 1,948,010 Notes payable $ 1,172,702 $ 1,192,270 Accounts payable 39,883 45,970 Other partners' capital 488,860 511,290 HCP's capital(1) 186,160 198,480 Total liabilities and partners' capital $ 1,887,605 $ 1,948,010 Year Ended December31, 2008(2) 2007(2)(3) 2006(2)(4) Total revenues $ 182,543 $ 154,748 $ 78,475 Discontinued operations 20,512 Net income (loss) (1,720 ) 8,532 24,402 HCP's equity income (loss) 3,326 5,645 8,331 Fees earned by HCP 5,923 13,581 3,895 Distributions received, net 15,145 483,557 40,446 (1) Aggregate basis |
Intangibles | (9)Intangibles At December31, 2008 and 2007, intangible lease assets, comprised of lease-up intangibles, above market tenant lease intangibles, below market ground lease intangibles and intangible assets related to non-compete agreements, were $682.1 million and $724.6million, respectively. At December31, 2008 and 2007, the accumulated amortization of intangible assets was $175.0million and $101.5 million, respectively. The remaining weighted average amortization period of intangible assets was 10 years at December31, 2008 and 2007. At December31, 2008 and 2007, below market lease intangibles and above market ground lease intangibles were $293.4million and $311.0million, respectively. At December31, 2008 and 2007, the accumulated amortization of intangible liabilities was $60.7million and $32.9million, respectively. The remaining weighted average amortization period of unfavorable market lease intangibles is approximately 9 and 10 years at December31, 2008 and 2007, respectively. For the years ended December31, 2008, 2007 and 2006, rental income includes additional revenues of $8.8million, $6.3million and $1.5million, respectively, from the amortization of net below market lease intangibles. For the years ended December31, 2008, 2007 and 2006, the Company recognized amortization expenses of $74.6million, $58.8million and $18.2million, respectively, from the amortization of other intangible assets. For the years ended December31, 2008, 2007 and 2006, operating expense includes additional expense of $0.4million, $0.2million and $0.7million, respectively, primarily from the amortization of net above market ground lease intangibles. Estimated aggregate amortization of intangible assets and liabilities for each of the five succeeding fiscal years and thereafter follows (in thousands): Intangible Assets Intangible Liabilities NetIntangible Amortization 2009 $ 83,222 $ 32,186 $ 51,036 2010 69,501 27,673 41,828 2011 52,004 23,682 28,322 2012 46,357 22,792 23,565 2013 44,107 22,241 21,866 Thereafter 211,909 104,080 107,829 $ 507,100 $ 232,654 $ 274,446 |
Other Assets | (10)Other Assets The Company's other assets consisted of the following (in thousands): December31, 2008 2007 Marketable debt securities $ 228,660 $ 289,163 Marketable equity securities 3,845 13,933 Goodwill 51,746 51,746 Straight-line rent assets, net 112,038 76,188 Deferred debt issuance costs, net 23,512 16,787 Other 73,005 68,316 Total other assets $ 492,806 $ 516,133 The cost or amortized cost, estimated fair value and gross unrealized gains and losses on marketable securities follows (in thousands): Gross Unrealized Cost(1) Fair Value Gains Losses December31, 2008: Debt securities $ 295,138 $ 228,660 $ $ (66,478 ) Equity securities 4,181 3,845 (336 ) Total investments $ 299,319 $ 232,505 $ $ (66,814 ) December31, 2007: Debt securities $ 275,000 $ 289,163 $ 14,663 $ (500 ) Equity securities 13,874 13,933 300 (241 ) Total investments $ 288,874 $ 303,096 $ 14,963 $ (741 ) (1) Represents the original cost basis of the marketable securities reduced by other-than-temporary impairments recorded through earnings, if any. Marketable securities with unrealized losses at December31, 2008 are not considered to be other-than-temporarily impaired as the Company has the intent and ability to hold these investments for a period of time sufficient to allow for an anticipated recovery in fair value. The Company's marketable debt securities accrue interest ranging from 9.25% to 9.625%, and mature between November2016 and May 2017. During the year ended December31, 2008, the Company purchased $32million of senior secured notes for $30million that accrue interest at 9.625% and mature on November15, 2016. During the year ended December31, 2008 and 2007, the Company sold marketable debt securities for $11million and $49million, which resulted in gains of approximately $0.7million and $3.9million, respectively. During the years ended December31, 2008, 2007 and 2006, the Company realized gains from the sale of various marketable equity securities totaling $0.2million, $0.5million and $2.0million, respectively. During the years ended December31, 2008 and 2007, the Company also recognized losses related to an other-than-temporary decline in the value of marketable equity securities of $8.1million and $4.1million, respectively. Gains and losses on marketable securities are included in interest and other income, net. On July30, 2008, the Company received and recognized lease termination income of $18million from a tenant in connection with the early termination of three leases in its life science segment. Upon termination of the leases, the Company recognized an impairment of $4million related to intangible assets associated with these leases. |
Debt | (11)Debt Bank Line of Credit and Bridge and Term Loans In connection with the completion of the SEUSA acquisition, on August1, 2007, the Company terminated its former $1.0billion line of credit facility and closed on a $2.75billion bridge loan and a $1.5billion revolving line of credit facility with a syndicate of banks. The Company incurred a charge of $6.2million related to the write-off of unamortized loan fees associated with its previous line of credit facility in the year ended December31, 2007. The Company's revolving line of credit facility with a syndicate of banks provided for an aggregate borrowing capacity of $1.5billion at December31, 2008. This revolving line of credit facility accrues interest at a rate per annum equal to LIBOR plus a margin ranging from 0.325% to 1.00%, depending upon the Company's debt ratings. The Company pays a facility fee on the entire revolving commitment ranging from 0.10% to 0.25%, depending upon its debt ratings. Based on the Company's debt ratings at December31, 2008, the margin on the revolving line of credit facility was 0.55% and the facility fee was 0.15%. The Company's revolving line of credit facility matures on August1, 2011. At December31, 2008, the Company had $150million outstanding under this revolving line of credit facility with a weighted-average effective interest rate of 1.36%. At December31, 2008, the outstanding balance of the Company's bridge loan was $320million. The bridge loan had an initial maturity date of July31, 2008 that has been extended to July30, 2009 through the exercise of two extension options. This bridge loan accrues interest at a rate per annum equal to LIBOR plus a margin ranging from 0.425% to 1.25%, depending upon the Company's debt ratings (weighted-average effective interest rate of 2.19% at December31, 2008). Based on the Company's debt ratings at December31, 2008, the margin on the bridge loan facility was 0.70%. The Company's revolving line of credit facility and bridge loan contain certain financial restrictions and other customary requirements, including cross-default provisions to other indebtedness. A portion of these financial covenants become more restrictive through the period ending March31, 2009. Among other things, these covenants, using terms defined in the agreement (i)limit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value to 60%, (ii)limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 65%, (iii)require a Fixed Charge Coverage ratio of 1.75times, and (iv)require a formula-determined Minimum Consolidated Tangible Net Worth of $4.2billion at December31, 2008. At December31, 2008, the Company was in compliance with each of these restrictions and requirements of the revolving line of credit facility and bridge loan. On October24, 2008, the Company entered into a credit agreement with a syndicate of banks for a $200million unsecured term loan, which matures on August1, 2011. The term loan accrues interest at a rate per annum equal to LIBOR plus a margin ranging from 1.825% to 2.375%, depending upon the Company's debt ratings (weighted-average effective interest rate of 3. |
Fair Value Measurements | (12)Fair Value Measurements The following tables illustrate the Company's fair value measurements of its financial assets and liabilities measured at fair value in the Company's consolidated financial statements. The second table includes the associated unrealized and realized gains and losses, as well as purchases, sales, issuances, settlements (net) or transfers for financial instruments classified as Level3 instruments within the fair value hierarchy. Realized gains and losses are recorded in interest and other income, net on the Company's consolidated statements of income. The following is a summary of fair value measurements at December31, 2008 (in thousands): Financial Instrument Fair Value Level1 Level2 Level3 Marketable equity securities $ 3,845 $ 3,845 $ $ Marketable debt securities 228,660 216,060 12,600 Interest rate swaps(1) (2,324 ) (2,324 ) Warrants(1) 1,460 1,460 $ 231,641 $ 219,905 $ 10,276 $ 1,460 (1) Interest rate swaps and common stock warrants are valued using observable and unobservable market assumptions, as well as standardized derivative pricing models. The following is a reconciliation of fair value measurements classified as Level3 at December31, 2008 (in thousands): Warrants December31, 2007 $ 2,560 Total gains (losses) (realized and unrealized): Included in earnings (1,100 ) Included in other comprehensive income Purchases, issuances, and settlements Transfers in and/or out of Level3 December31, 2008 $ 1,460 |
Disclosures About Fair Value of Financial Instruments | (13)Disclosures About Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, restricted cash, receivables, payables, and accrued liabilities are reasonable estimates of fair value because of the short maturities of these instruments. Fair values for loans receivable, bank line of credit, bridge and term loans, mortgage debt and other debt are estimates based on rates currently prevailing for similar instruments of similar maturities. The fair values of the interest rate swaps and warrants were determined based on observable market assumptions and standardized derivative pricing models. The fair values of the senior unsecured notes, marketable equity and debt securities were determined based on market quotes. December31, 2008 2007 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Loans receivable $ 1,076,392 981,128 $ 1,065,485 $ 1,068,897 Marketable debt securities 228,660 228,660 289,163 289,163 Marketable equity securities 3,845 3,845 13,933 13,933 Warrants 1,460 1,460 2,560 2,560 Bank line of credit 150,000 150,000 951,700 951,700 Bridge and term loans 520,000 520,000 1,350,000 1,350,000 Senior unsecured notes and mortgage debt 5,165,247 3,922,544 5,100,711 4,982,421 Other debt 102,209 102,209 108,496 108,496 Interest rate swaps-assets 2,022 2,022 Interest rate swaps-liabilities 2,324 2,324 12,519 12,519 |
Commitments and Contingencies | (14)Commitments and Contingencies Legal Proceedings From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company's business. Regardless of their merits, these matters may force the Company to expend significant financial resources. Except as described in this Note14, the Company is not aware of any other legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company's business, prospects, financial condition or results of operations. The Company's policy is to accrue legal expenses as they are incurred. On May3, 2007, Ventas,Inc. filed a complaint against the Company in the UnitedStates District Court for the Western District of Kentucky asserting claims of tortious interference with contract and tortious interference with prospective business advantage. The complaint alleges, among other things, that the Company interfered with Ventas' purchase agreement with Sunrise Senior Living Real Estate Investment Trust ("SunriseREIT"); that the Company interfered with Ventas' prospective business advantage in connection with the SunriseREIT transaction; and that the Company's actions caused Ventas to suffer damages. As set forth in a statement filed by Ventas on January 20, 2009, Ventas claims damages of $122million representing the difference between the price it initially agreed to pay for SunriseREIT and the price it ultimately paid, additional claimed damages of $188million for alleged financing and other costs and punitive damages. The Company believes that Ventas' claims are without merit and intends both to vigorously defend against Ventas' lawsuit and to aggressively pursue its counterclaims against Ventas as successor to SunriseREIT. As set forth in a statement filed by the Company on January20, 2009, the Company seeks recovery of damages in excess of $300million against Ventas. The Company's counterclaims allege, among other things, that SunriseREIT (i)fraudulently or negligently induced the Company to participate in a rigged, flawed and unfair auction process, (ii)fraudulently or negligently induced the Company to enter into a confidentiality and standstill agreement that was materially different from the agreement entered into with Ventas, (iii)provided unfair assistance to Ventas, and (iv)changed the rules of the auction at the last minute and such change prevented the Company from bidding. The counterclaims further allege that at all times SunriseREIT knew that the Company was the highest bidder and presumptive winner of the auction. Absent such misconduct by SunriseREIT, the Company alleges that it would have succeeded in acquiring SunriseREIT. The amended counterclaims allege that Ventas, in acquiring SunriseREIT, assumed the liability of SunriseREIT to the Company. On December23, 2008, Ventas filed a motion for judgment on the pleadings seeking dismissal of the Company's counterclaims, and the Company has responded to Ventas' motion. The District Court has not rendered a decision on Ventas' motion. The Court has set a trial date of August18, 2009. The Company intends to pur |
Stockholders' Equity | (15)Stockholders' Equity Preferred Stock The following summarizes cumulative redeemable preferred stock outstanding at December31, 2008: Series Shares Outstanding Issue Price Dividend Rate Callable at Par on or After SeriesE 4,000,000 $ 25/share 7.25 % September 15, 2008 SeriesF 7,820,000 $ 25/share 7.10 % December 3, 2008 The SeriesE and SeriesF preferred stock have no stated maturity, are not subject to any sinking fund or mandatory redemption and are not convertible into any other securities of the Company. Dividends are payable quarterly in arrears. Dividends on preferred stock are characterized as ordinary income, capital gains, or a combination thereof for federal income tax purposes and are summarized in the following annual distribution table: Annual Dividends Per Share (unaudited) Capital Gain Distribution Ordinary Income Dividend Rate Series 2008 2007 2006 2008 2007 2006 SeriesE 7.250 % $ 0.9981 $ 1.1444 $ 0.5838 $ 0.8144 $ 0.6681 $ 1.2287 SeriesF 7.100 0.9775 1.1208 0.5717 0.7975 0.6542 1.2033 On February 2, 2009, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.45313 per share on its SeriesE cumulative redeemable preferred stock and $0.44375 per share on its SeriesF cumulative redeemable preferred stock. These dividends will be paid on March 31, 2009 to stockholders of record as of the close of business on March 13, 2009. Common Stock Dividends on the Company's common stock are characterized for federal income tax purposes as taxable ordinary income, capital gain distributions, nontaxable distributions or a combination thereof. Following is the characterization of the Company's annual common stock dividends per share: Year Ended December31, 2008 2007 2006 (unaudited) Taxable ordinary income $ 0.8178 $ 0.6561 $ 1.1124 Capital gain distribution 1.0022 1.1239 0.5285 Nontaxable distribution 0.0591 $ 1.8200 $ 1.7800 $ 1.7000 Following is the characterization of distributions received by CRP stockholders prior to the merger on October 5, 2006: January1, 2006 to October5, 2006 Taxable ordinary income % Capital gain distribution (unrecaptured IRC Section 1250 gain income) 100 Return of capital Nontaxable distribution 100 % During 2008 and 2007, the Company issued 438,000 and 1.6 million shares of common stock, respectively, under its Dividend Reinvestment and Stock Purchase Plan ("DRIP"). The Company issued 648,000 and 410,000 shares upon exercise of stock options during December31, 2008 and 2007, respectively. During 2008 and 2007, the Company issued 157,000 and 282,000 shares of restricted stock, respectively, under the Company's 2000 Stock Incentive Plan, as amended, and the Company's 2006 Performance Incentive Plan. The Company also issued 142,000 and 121,000 shares upon the vesting of p |
Segment Disclosures | (16)Segment Disclosures The Company evaluates its business and makes resource allocations based on its five business segments: (i) senior housing, (ii) life science, (iii) medical office, (iv) hospital, and (v) skilled nursing. Under the senior housing, life science, hospital and skilled nursing segments, the Company invests primarily in single operator or tenant properties through acquisition and development of real estate and provides financing to operators in these sectors. Under the medical office segment, the Company invests through acquisition and development of medical office buildings that are primarily leased under gross or modified gross leases, generally to multiple tenants, and which generally require a greater level of property management. The acquisition of SEUSA on August 1, 2007 resulted in a change to the Company's reportable segments. Prior to the SEUSA acquisition, the Company operated through two reportable segmentstriple-net leased and medical office buildings. The senior housing, life science, hospital and skilled nursing segments were previously aggregated under the Company's triple-net leased segment. SEUSA's results are included in the Company's consolidated financial statements from the date of the Company's acquisition on August 1, 2007. The accounting policies of the segments are the same as those described under Summary of Significant Accounting Policies (see Note 2). There were no intersegment sales or transfers during the year ended December 31, 2008 and 2007. The Company evaluates performance based upon property net operating income from continuing operations ("NOI") of the combined properties in each segment. Non-segment assets consist primarily of real estate held for sale and corporate assets including cash, restricted cash, accounts receivable, net and deferred financing costs. Interest expense, depreciation and amortization and non-property specific revenues and expenses are not allocated to individual segments in determining the Company's performance measure. See Note 14 for other information regarding concentrations of credit risk. Summary information for the reportable segments follows (in thousands): For the year ended December 31, 2008: Segments Rental and Related Revenues Tenant Recoveries Income From DFLs Investment Management Fees Total Revenues NOI(1) Interest and Other Income, net Senior housing $ 289,876 $ $ 58,149 $ 3,273 $ 351,298 $ 337,533 $ 1,184 Life science 208,415 33,914 5 242,334 198,788 Medical office 261,732 47,015 2,645 311,392 173,442 Hospital 82,894 1,918 84,812 81,518 44,515 Skilled nursing 35,982 35,982 35,982 85,858 Total segments 878,899 82,847 58,149 5,923 1,025,818 827,263 131,557 Non-segment 25,195 Total $ 878,899 $ 82,847 $ 58,149 $ 5,923 $ 1,025,818 $ 827,263 $ 156,752 For the year end |
Derivative Financial Instruments | (17)Derivative Financial Instruments The Company uses derivative instruments as hedges to mitigate interest rate fluctuations on specific forecasted transactions and recognized obligations. The Company does not use derivative instruments for speculative or trading purposes. The primary risks associated with derivative instruments are market and credit risk. Market risk is defined as the potential for loss in value of the derivative instruments due to adverse changes in market prices (interest rates). Utilizing derivative instruments allows the Company to effectively manage the risk of increasing interest rates with respect to the potential effects these fluctuations could have on future earnings and cash flows. Credit risk is the risk that one of the parties to a derivative contract fails to perform or meet their financial obligation. The Company does not obtain collateral associated with its derivative instruments, but monitors the credit standing of its counterparties, primarily global institutional banks, on a regular basis. Should a counterparty fail to perform, the Company would incur a financial loss to the extent that the associated derivative contract was in an asset position. At December 31, 2008, the Company does not anticipate non-performance by counterparties to its outstanding derivative contracts. In July 2005, the Company entered into three interest rate swap contracts that are designated as hedging the variability of expected cash flows related to floating rate debt assumed in connection with the acquisition of a real estate portfolio. The cash flow hedges have a notional amount of $45.6 million and mature in July 2020. The aggregate fair value of the derivative contracts is a $2.3 million liability and is included in accounts payable and accrued liabilities. At December 31, 2008, no amounts of ineffectiveness for the derivative contracts were recorded. In August 2006, the Company entered into two treasury lock contracts that were designated as hedging the variability in forecasted interest payments, attributable to changes in the U.S. Treasury rate, on the forecasted issuance of long-term, fixed rate debt between September 1 and October 31, 2006. The cash flow hedges had a notional amount of $560.5 million and were settled with the counterparty on September 16, 2006, which was the date that the forecasted debt was issued. The cash settlement value of these contracts at September 16, 2006, was $4.4 million. The unamortized amount of these contracts at December 31, 2008, is $3.2 million and is included in accumulated other comprehensive income (loss). The Company determined that these treasury lock agreements were highly effective in offsetting the variability in the forecasted interest payments. Amounts reported in accumulated other comprehensive income (loss) related to these hedges will be recognized as additional interest expense on the Company's hedged fixed-rate debt, maturing 2011 and 2016. For the year ended December 31, 2008, the Company recognized increased interest expense of $0.5 million and expects to recognize an additional $0.5 million attributable to these contracts during 2009. During Oct |
Income Taxes | (18)Income Taxes During the years ended December 31, 2008 and 2007, the Company's income tax expense was $3.8 million and $3.5 million, respectively. During the years ended December 31, 2008 and 2007, the Company's income tax expense from continuing operations was $4.3 million and $1.5 million, respectively. The Company's federal and state income tax expense in 2006 was insignificant. State taxes comprised $1.3 million, or 34%, of total income tax expense in 2008, and $1.7 million, or 49%, of total income tax expense in 2007. The Company's deferred income tax expense and its ending balance in deferred tax assets and liabilities were insignificant in the years ended December 31, 2008, 2007 and 2006. At December 31, 2008 and 2007, the tax basis of the Company's net assets is less than the reported amounts by $2.3 billion and $2.4 billion, respectively. The difference between the reported amounts and the tax basis is primarily related to the Company's acquisitions of SEUSA. The Company files numerous U.S. federal, state and local income and franchise tax returns. With few exceptions, the Company is no longer subject to U.S. federal, state or local tax examinations by taxing authorities for years prior to 2004. CRC Merger On October 5, 2006, the Company merged with CRC, a corporation subject to federal and state income taxes. For federal income tax purposes, the CRC merger was treated as a tax-free transaction resulting in a carry-over tax basis in its assets. At December 31, 2008 and 2007, the Company's net tax basis in the CRC assets is less than reported amounts by $70.1 million and $68.4 million, respectively. SEUSA Acquisition On August 1, 2007, HCP Life Science REIT, a wholly-owned subsidiary, acquired the stock of SEUSA, causing SEUSA to become a qualified REIT subsidiary. As a result of the acquisition, HCP Life Science REIT succeeded to SEUSA's tax attributes, including SEUSA's tax basis in its net assets. Prior to the acquisition, SEUSA was a corporation subject to federal and state income taxes. HCP Life Science REIT will be subject to a corporate-level tax on any taxable disposition of SEUSA's pre-acquisition assets that occurred within ten years after the August 1, 2007 acquisition. The corporate-level tax would be assessed only to the extent of the built-in gain that existed on the date of acquisition, based on the fair market value of the asset on August 1, 2007. The Company does not expect to dispose of any asset included in the SEUSA acquisition, if such a disposition would result in the imposition of a material tax liability. As a result, the Company has not recorded a deferred tax liability associated with this corporate-level tax. Gains from asset dispositions occurring more than 10 years after the acquisition will not be subject to this corporate-level tax. However, the Company may dispose of SEUSA assets before the 10-year period if it is able to affect a tax deferred exchange. At December 31, 2008 and 2007, the tax basis of the Company's net assets included in the SEUSA acquisition is less than the reported amounts by $1.8 billion. In connection with the SEUSA acquisition, the Company assumed |
Future Minimum Rents | (19)Future Minimum Rents Future minimum lease payments to be received, excluding operating expense reimbursements, from tenants under non-cancelable operating leases as of December 31, 2008, are as follows (in thousands): Year Amount 2009 $ 893,415 2010 858,357 2011 818,912 2012 781,192 2013 735,220 Thereafter 4,377,970 $ 8,465,066 |
Impairments | (20)Impairments During the year ended December 31, 2008, the Company recognized impairments of $27.5 million as follows: (i) $16.9 million related to intangible assets associated with the early termination of leases, (ii) $7.8 million related to three senior housing facilities and one hospital as a result of a decrease in expected cash flows, and (iii) $2.8 million, included in discontinued operations, related to the anticipated disposition of a senior housing asset. In addition, for the year ended December 31, 2008, we recognized $0.4 million of impairments related to two equity method investments, as a result of an other-than-temporary decline in fair value below the Company's carrying amount of such investments. Impairments of equity method investments are included in interest and other income, net. No assets were determined to be impaired during the year ended December 31, 2007. During the year ended December 31, 2006, the Company recognized impairments of $9.6 million as follows: (i) $1.0 million as a result of a decrease in expected cash flows from a senior housing facility, (ii) $2.6 million as a result of the contribution of 25 properties into a senior housing joint venture in January 2007, and (iii) $6.0 million, included in discontinued operations, as a result of the disposition of four skilled nursing facilities. |
Compensation Plans | (21)Compensation Plans Stock Based Compensation On May 11, 2006, the Company's stockholders approved the 2006 Performance Incentive Plan (the "2006 Incentive Plan"). The 2006 Incentive Plan replaces the Company's 2000 Stock Incentive Plan (collectively, the "Stock Incentive Plans") and provides for the granting of stock-based compensation, including stock options, restricted stock and performance restricted stock units to officers, employees and directors in connection with their employment with or services provided to the Company. The maximum number of shares originally reserved for awards under the 2006 Incentive Plan is 8.2 million shares. The maximum number of shares available for future awards under the 2006 Incentive Plan is 4.9 million shares at December 31, 2008, of which approximately 2.5 million shares may be issued as restricted stock and performance restricted stock units. Stock Options Stock options are generally granted with an exercise price equal to the fair market value of the underlying stock on the date of grant. Stock options generally vest ratably over a five-year period and have a 10-year contractual term. Vesting of certain options may accelerate upon retirement, a change in control of the Company, as defined, and other events. A summary of the option activity is presented in the following table (in thousands, except per share amounts): Shares Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2007 4,236 $ 26.25 6.7 $ 39,083 Granted 1,843 Exercised (634 ) Forfeited (308 ) Outstanding as of December 31, 2008 5,137 $ 29.08 7.2 $ 6,838 Exercisable as of December 31, 2008 2,038 $ 25.43 5.6 $ 5,995 The following table summarizes additional information concerning outstanding and exercisable stock options at December 31, 2008 (shares in thousands): Weighted Average Remaining Contractual Term (Years) Currently Exercisable Range of Exercise Price Shares Under Options Weighted Average Exercise Price Shares Under Options Weighted Average Exercise Price $11.94 - $16.03 37 $ 14.09 1.5 37 $ 14.09 17.93 -18.73 113 18.35 3.8 113 18.35 19.14 -21.40 302 19.15 4.3 302 19.15 23.50 -27.52 2,350 26.64 6.2 1,484 26.54 31.95 -39.72 2,335 33.59 8.9 102 39.72 5,137 29.08 7.2 2,038 25.43 The following table summarizes additional information concerning unvested stock options at December 31, 2008 (shares in thousands): Shares Under Options Weighted Average Grant Date Fair Value Unvested at December 31, 2007 2,277 $ 2.70 Granted 1,843 2.91 Vested (713 ) 2.30 Forfeited (308 ) 3.10 Unvested at Decembe |
Supplemental Cash Flow Information | (22)Supplemental Cash Flow Information Year Ended December31, 2008 2007 2006 (inthousands) Supplemental cash flow information: Interest paid, net of capitalized interest and other $ 369,526 $ 327,047 $ 165,508 Taxes paid 4,551 1,785 13 Supplemental schedule of non-cash investing activities: Capitalized interest 27,490 12,346 895 Increase (decrease) in accrued construction costs (9,041 ) 13,177 Real estate exchanged in real estate acquisitions 35,205 Loan received upon real estate disposition 3,200 Supplemental schedule of non-cash financing activities: Mortgages assumed with real estate acquisitions 4,892 17,362 80,747 Mortgages included with real estate dispositions 3,792 91,730 Issuance of restricted stock 157 282 111 Vesting of restricted stock units 142 121 129 Cancellation of restricted stock 114 41 61 Conversion of non-managing member units into common stock 111,467 3,704 5,523 Non-managing member units issued in connection with acquisitions 180,698 2,752 Unrealized gains (losses), net on available for sale securities and derivatives designated as cash flow hedges (89,751 ) (20,673 ) 22,826 See also discussions of the SEUSA acquisition, CRP and CRC mergers, and HCP Ventures II and HCP Ventures IV transactions in Notes 3 and 8. |
Earnings Per Common Share | (23)Earnings Per Common Share The Company computes earnings per share in accordance with SFAS No. 128, Earnings Per Share. Basic earnings per common share is computed by dividing net income applicable to common shares by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is calculated by including the effect of dilutive securities. Options to purchase approximately 3.0 million and 0.6 million shares of common stock that had an exercise price in excess of the average market price of the common stock during the 2008 and 2007, respectively, were not included because they are anti-dilutive. For 2006, there were no anti-dilutive options to purchase shares of common stock. Additionally, 6.4 million shares issuable upon conversion of 4.8 million DownREIT units during 2008, 10.1 million shares issuable upon conversion of 7.6 million DownREIT units during 2007, and 6.0 million shares issuable upon conversion of 3.4 million non-managing member units in 2006 were not included since they are anti-dilutive. The following table illustrates the computation of basic and diluted earnings per share for the years ended December 31 (dollars in thousands, except per share and share amounts): 2008 2007 2006 Numerator Income from continuing operations $ 204,329 $ 115,648 $ 33,443 Preferred stock dividends (21,130 ) (21,130 ) (21,130 ) Income from continuing operations applicable to common shares 183,199 94,518 12,313 Discontinued operations 244,166 473,367 384,104 Net income applicable to common shares $ 427,365 $ 567,885 $ 396,417 Denominator Basic weighted average common shares 237,301 207,924 148,236 Dilutive stock options and restricted stock 995 1,330 605 Diluted weighted average common shares 238,296 209,254 148,841 Basic earnings per common share Income from continuing operations $ 0.77 $ 0.45 $ 0.08 Discontinued operations 1.03 2.28 2.59 Net income applicable to common stockholders $ 1.80 $ 2.73 $ 2.67 Diluted earnings per common share Income from continuing operations $ 0.77 $ 0.45 $ 0.08 Discontinued operations 1.02 2.26 2.58 Net income applicable to common shares $ 1.79 $ 2.71 $ 2.66 |
Transactions with Related Parties | (24)Transactions with Related Parties Mr. Rhein, a director of the Company, is a director of Cohen Steers, Inc. Cohen Steers Capital Management, Inc., a wholly owned subsidiary of Cohen Steers, Inc., is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. As of January 12, 2009, mutual funds managed by Cohen Steers Capital Management, Inc., ("Cohen Steers") in the aggregate, owned approximately 2% of the Company's common stock. In addition, an affiliate of Cohen Steers provided financial advisory services to the Company in 2007 and 2006. The Company made payments in respect of such services of $5.5 million and $1.5 million during 2007 and 2006, respectively. No payments were made to the Cohen Steers affiliate during 2008. Mr. Sullivan, a director of the Company, was a director of Covenant Care, Inc. through March 2006. During 2006 Covenant Care made payments of approximately $8.2 million to the Company for the lease of certain of its nursing home properties. Mr. Elcan, a former Executive Vice President of the Company through April 30, 2008, and certain members of Mr. Elcan's immediate family, including without limitation his wife and father-in-law, may be deemed to own directly or indirectly, in the aggregate, greater than 10% of the outstanding common stock of HCA, Inc. ("HCA") at April 29, 2008. During 2008, 2007 and 2006, HCA contributed $95million, $83 million and $37 million, respectively, in aggregate revenues and interest income, for the lease of certain assets and obligations under debt securities. Mr. Elcan and Mr. Klaritch, an Executive Vice President of the Company, were previously senior executives and limited liability company members of MedCap Properties, LLC, which was acquired in October 2003 by HCP and a joint venture of which HCP was the managing member. As part of that transaction, MedCap Properties, LLC contributed certain property interests to a newly-formed entity, HCPI/Tennessee LLC, in exchange for DownREIT units. In connection with the transactions, Messrs.Elcan and Klaritch received 610,397 and 113,431 non-managing member units, respectively, in HCPI/Tennessee, LLC in a distribution of their respective interests in MedCap Properties, LLC. Each DownREIT unit is redeemable for an amount of cash approximating the then-current market value of two shares of HCP's common stock or, at HCP's option, two shares of HCP's common stock (subject to certain adjustments, such as stock splits, stock dividends and reclassifications). In addition, the HCPI/Tennessee, LLC agreement provides for a "make-whole" payment, intended to cover grossed-up tax liabilities, to the non-managing members upon the sale of certain properties acquired by HCPI/Tennessee, LLC in the MedCap transactions and other events. The HCPI/Tennessee, LLC agreement was amended, with an effective date of January 1, 2007, to change the allocation of the taxable income among the members, to more closely correspond with the relative cash distributions each member receives. Previously, taxable income was allocated disproportionately to the non-managing members to reflect the priority rights of the non-manag |
Selected Quarterly Financial Data | (25)Selected Quarterly Financial Data Selected quarterly information for the years ended December 31, 2008 and 2007 is as follows (in thousands, except per share amounts). Results of operations for properties sold or to be sold have been classified as discontinued operations for all periods presented: Three Months Ended During 2008 March31 June30 September30 December31 (in thousands, except share data, unaudited) Total revenues $ 245,052 $ 249,054 $ 268,447 $ 263,265 Income before income taxes, equity income from unconsolidated joint ventures and minority interests' share in earnings 37,495 43,976 100,211 44,876 Total discontinued operations 19,457 194,018 30,450 241 Net income applicable to common shares 45,129 227,012 120,135 35,089 Dividends paid per common share 0.455 0.455 0.455 0.455 Basic earnings per common share 0.21 0.97 0.49 0.14 Diluted earnings per common share 0.21 0.96 0.49 0.14 Three Months Ended During 2007 March31 June30 September30 December31 (in thousands, except share data, unaudited) Total revenues $ 206,503 $ 204,609 $ 241,968 $ 254,281 Income before income taxes, equity income from unconsolidated joint ventures and minority interests' share in earnings 26,629 50,418 24,120 33,832 Total discontinued operations 122,737 25,141 302,254 23,235 Net income applicable to common shares 140,005 66,001 316,866 45,013 Dividends paid per common share 0.445 0.445 0.445 0.445 Basic earnings per common share 0.69 0.32 1.54 0.21 Diluted earnings per common share 0.68 0.32 1.53 0.21 The above selected quarterly financial data includes the following significant transactions: On January 5, 2007, the Company formed HCP Ventures II with an institutional capital partner. Upon the sale of a 65% interest, the Company received approximately $280 million in proceeds, including a one-time acquisition fee of $5.4 million. Effective on the date of formation, the Company accounted for the interest retained in the joint venture as an equity method investment. On April 30, 2007, the Company formed HCP Ventures IV with an institutional capital partner. Upon the sale of an 80% interest in the venture, the Company received proceeds of $196 million and recognized a gain on the sale of real estate interest of $10 million. These proceeds include a one-time acquisition fee of $3 million. Effective on the date of formation, the Company accounted for the interest retained in the joint venture as an equity method investment. The results for the quarter ended June 30, 2007, include income of $6 million, or $0.03 per diluted share of common stock, in discontinued operations, resulting from the Company's change in estimate relating to the collectibility of straight-line rents due from Emeritus. The results for the quarter ended September 30, 2007, include income of $9 million, or $0.04 per dil |
0060 - FINANCIAL SCHEDULES
0060 - FINANCIAL SCHEDULES | |
12 Months Ended
Dec. 31, 2008 USD / shares | |
Schedule II: Valuation and Qualifying Accounts | HCP, Inc. Schedule II: Valuation and Qualifying Accounts December 31, 2008 (In thousands) Allowance Accounts(1) Additions Deductions Year Ended December31, Balance at Beginning of Year Amounts Charged Against Operations, net Acquired Properties Uncollectible Accounts Written-off Disposed/ Contributed Properties Balance at End of Year 2008 $ 59,131 $ 9,747 $ $ (2,574 ) $ (7,393 ) $ 58,911 2007 $ 55,106 $ 23,383 $ 890 $ (1,964 ) $ (18,284 ) $ 59,131 2006 $ 25,050 $ 10,387 $ 21,592 (2) $ (1,923 ) $ $ 55,106 (1) Includes allowance for doubtful accounts, straight-line rent reserves and allowance for loan losses. (2) Additions primarily related to the CNL Retirement Properties, Inc. and CNL Retirement Corp. mergers completed on November 30, 2006. |
Schedule III: Real Estate and Accumulated Depreciation | HCP, Inc. Schedule III: Real Estate and Accumulated Depreciation December 31, 2008 (In thousands) Gross Amount at Which Carried As of December31, 2008 Initial Cost to Company Life on Which Depreciation in Latest Income Statement is Computed City State Encumbrances at 12/31/08(1) Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition Land Buildings and Improvements Total(2)(3) Accumulated Depreciation Year Acquired/ Constructed Senior housing Birmingham AL $ 34,930 $ 4,682 $ 86,200 $ $ 4,682 $ 86,200 $ 90,882 $ (5,419 ) 2006 40 Huntsville AL 19,087 1,394 44,347 1,394 44,347 45,741 (2,783 ) 2006 40 Huntsville AL 307 5,813 307 5,813 6,120 (469 ) 2006 40 Little Rock AR 1,922 14,140 1,922 14,140 16,062 (1,010 ) 2006 39 Douglas AZ 110 703 110 703 813 (184 ) 2005 35 Tucson AZ 33,659 2,350 24,037 2,350 24,037 26,387 (4,207 ) 2002 30 Beverly Hills CA 9,872 33,590 9,872 33,590 43,462 (2,175 ) 2006 40 Camarillo CA 5,798 19,427 5,798 19,427 25,225 (1,398 ) 2006 40 Carlsbad CA 13,962 7,897 14,255 7,897 14,255 22,152 (1,113 ) 2006 40 Carmichael CA 6,768 4,270 13,846 4,270 13,846 18,116 (944 ) 2006 40 Citrus Heights CA 3,515 1,180 8,367 1,180 8,367 9,547 (861 ) 2006 29 Concord CA 25,000 6,010 39,601 6,010 39,601 45,611 (4,140 ) 2005 40 Dana Point CA 1,960 15,946 1,960 15,946 17,906 (1,649 ) 2005 39 Elk Grove CA 2,235 6,339 2,235 6,339 8,574 (463 ) 2006 40 Escondido CA 14,340 5,090 24,253 5,090 24,253 29,343 (2,610 ) 2005 40 Fairfield CA 149 2,835 149 2,835 2,984 (901 ) 1997 35 Fremont CA 9,744 2,360 11,672 2,360 11,672 14,032 (1,284 ) 2005 40 Granada Hills CA 2,200 18,257 2,200 18,257 20,457 (1,930 ) 2005 39 Hemet CA 1,270 5,966 1,270 5,966 7,236 (432 ) 2006 40 Irvine CA 8,220 14,104 8,220 14,104 22,324 (989 ) 2006 45 Lodi CA 9,083 732 5,453 732 5,453 6,185 (1,603 ) 1997 35 Murietta CA 6,103 435 5,729 435 5,729 6,164 (1,618 ) 1997 35 Northridge CA 6,718 26,309 6,718 26,309 33,027 (1,798 ) 2006 40 Orangevale CA 4,780 2,160 8,522 |