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Healthpeak Properties, Inc. (DOC)

Q4 2007 Earnings Call· Wed, Mar 26, 2008

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Transcript

Operator

Operator

Good day, ladies and gentlemen, and welcome to the Fourth Quarter and Yearend 2007 HCP Earnings Conference Call. My name is Shiquana [ph], and I will be your coordinator for today. At this time, all participants are in a listen-only mode. We will facilitate a question-and-answer session towards the end of this conference. [Operator Instructions]. I would now like to turn the presentation over to your host for today's conference call, Mr. Ed Henning, HCP's Executive Vice President and General Counsel. You may go ahead, sir.

Edward J. Henning - Executive Vice President, General Counsel and Corporate Secretary

Analyst

Thank you. Good afternoon and good morning. Some of the statements made during this conference call contain forward-looking statements. These statements are made as of today's date, reflect the company's good faith belief and best judgment based upon currently available information and are subject to risks, uncertainties and assumptions that are described from time-to-time in the Company's press releases and SEC filing. Forward-looking statements are not guarantees of future performance. Some of these statements may include projections of financial measures that may not be updated until the next earnings announcement or at all. Events prior to the Company's next earnings announcement could render the forward-looking statement untrue and the company expressly disclaims any obligation to update earlier statements as a result of new information. Additionally, certain non-GAAP financial measures will be discussed during the course of this call. We have provided reconciliations of these measures to the most comparable GAAP measure as well as certain related disclosures in our supplemental information package in earnings release each of which has been furnished to the SEC today and is available on our website at www.hcpi.com I'll now turn the call over to our Chairman and CEO, Jay Flaherty. James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Thanks Ed, and good morning from the west coast. 2007 was the most successful year in HCP's 23-year history. Reported FFO growth of 18%, investments of 4.7 billion, dispositions of 1 billion, joint venture contributions of 1.7 billion, capital raised of 6.3 billion and a revenue quality mix of 94%. As importantly, 2007 brought to a close the multi-year repositioning of HCP's portfolio and a build-out of the company's product platform. I will comment further on each of these issues but let me now introduce Executive Vice President, Chief Financial Officer, Mark Wallace; and Executive Vice President, Chief Investment Officer, Paul Gallagher. Mark will review our 2007 results and Paul will detail the HCP portfolio. Mark?

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · Goldman Sachs. Please proceed

Thanks Jay and good morning everyone. Our investment in Manor Care just before we closed the book from 2007, capped off an active and successful year for HCP. The corner stone was our $3 billion dollar acquisition of Slough Estates but notable as well was a growth of our investment management platform with assets under management now approaching $2 billion. These transactions along with other initiatives of our acquisition and asset management teams continue to both expand our business platforms and significantly reposition our portfolio. From a financial standpoint 2007 was equally successful. As Jay just mentioned our reported FFO increased 18%, our FFO before impairment in merger costs was up 13%. Our FFO payout ratio on a reported basis was 83% and 79% before merger and impairment charges. Let me turn now to our fourth quarter investments. Our $900 million investment in Manor Care pays interest at LIBOR plus 4% on the face amount of $1 billion. For GAAP purposes the discount is accreted to income resulting in an effective yield at close of LIBOR plus 660. Manor Care generated just over $3 million of interest income during the fourth quarter. The debt has a five-year term maturing at January 2013 subject to extension test in the fourth year. It is pre-payable in the first year subject to yield maintenance. Our investment is secured by an indirect pledge of equity ownership in Manor Care facilities and was subordinate to 3.6 billion of other debt; at closing, the loan to value arranged from 66% to 85%. During the fourth quarter, we also acquired three life science buildings which are all 100% leased for $46 million with a weighted average yield of approximately 7.1% and funded $59 million of development in other capital projects. We sold eight properties during the quarter…

Paul F. Gallagher - Executive Vice President and Chief Investment Officer

Analyst · BMO Capital Markets. Please proceed

Thank you Mark. The past year has brought many changes to HCP's portfolio; the addition of the Slough Life Science portfolio and development pipeline, a $2 billion investment management platform, expansion of our mezzanine debt platform through our Manor Care investment, and significant capital recycling from assets sales. Our portfolio now has five distinct segments: Senior Housing, Life Science, Medical Office, Hospitals and Skilled Nursing. We have enhanced our supplemental reporting package by breaking up these segments with additional disclosures including lease explorations, leasing and releasing performance, property age and percent of pooled properties. We have broken out total property performance alongside same-store performance by segment on a sequential and year-over-year basis. This way you not only see same-store results, which Mark mentioned is less than a third of our portfolio, but you see how changes to the overall portfolio affect performance within each segment. Additionally, we modified the definition of cash flow coverage. The calculation previously was trailing 12 months EBITDA divided by annualized rent. We now divide EBITDA by trailing 12 months base rent and additional rent to more accurately reflect historical facility performance. Now let me take you to the five segments of our portfolio. Senior housing. HCP's senior housing consolidated portfolio consisted of 246 properties of which 68% of our total investment is located in mixed top 31 MSAs. The leases typically have an initial term of 15 years and 87% of our leases have renewal options. Our average remaining lease term is just under 11 years with less than 9% of the portfolios rents rolling over the next five years. Rents typically have annual escalators and generally reset the fare market upon execution of renewal options. Purchase options are less prevalent with only 24% of our properties subject to purchase options. The majority of these…

Operator

Operator

Thank you. [Operator Instructions]. Your first question comes from the line of Mark Biffert from Goldman Sachs. Please proceed.

Mark Biffert - Goldman Sachs

Analyst · Goldman Sachs. Please proceed

Hey guys. First question Jay related to the assets that you guys plan to sell. What property types do you think you're going to pull from this... for those sales? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Mark, we will have four of our five properties segments represented, everything but life science, in that plan.

Mark Biffert - Goldman Sachs

Analyst · Goldman Sachs. Please proceed

Okay. And of the tenants that are leasing that you have projected tenants for the life science portfolio in '08, what's your rating... are those clients and in terms of credit quality and overall quality of the tenant? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: It ranges, I think for some of the discussions that we're looking for example up in the Bay Area with some of our prospective development starts, those would be very significant life science entities. I think at the other end of the spectrum, you'd see the opportunity to bring in some small private companies. But I think it would definitely be weighted as the whole portfolio is weighted towards very substantial profitable life science players.

Mark Biffert - Goldman Sachs

Analyst · Goldman Sachs. Please proceed

Okay. And question for Mark. In your interest and other income during the quarter, I know this took a big jump, what was in that $21 million that you show on your income statement?

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · Goldman Sachs. Please proceed

The pharma [ph]... there's $3 million in interest and other income. There are $3 million in there for Manor Care with the primary increase.

Mark Biffert - Goldman Sachs

Analyst · Goldman Sachs. Please proceed

Okay. That's it. Thanks guys.

Operator

Operator

Your next question comes from the line of Kevin Fischbeck with Lehman Brothers. Please proceed.

Kevin Fischbeck - Lehman Brothers

Analyst · Kevin Fischbeck with Lehman Brothers. Please proceed

Great, thanks. Good morning. James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Good morning.

Kevin Fischbeck - Lehman Brothers

Analyst · Kevin Fischbeck with Lehman Brothers. Please proceed

I had a couple of questions for you regarding Slough; previously you had broken out the leasing rates there between kind of the stabilized and the assets that were in lease up. Can you break that out again just please? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: The assets that are... assets that are in lease up?

Kevin Fischbeck - Lehman Brothers

Analyst · Kevin Fischbeck with Lehman Brothers. Please proceed

Yes. James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: As far as run rates, what we expect to get?

Kevin Fischbeck - Lehman Brothers

Analyst · Kevin Fischbeck with Lehman Brothers. Please proceed

Whatever, last quarter you had said that assets that were in lease-up that moved up to 57% occupied, whereas the stabilized assets that have are gone from 95 to 96? Do you have that... some more break out this quarter regarding [multiple speakers]?

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · Kevin Fischbeck with Lehman Brothers. Please proceed

I can get that broken out for you because I have not done that this quarter.

Kevin Fischbeck - Lehman Brothers

Analyst · Kevin Fischbeck with Lehman Brothers. Please proceed

Okay. And then I think that last quarter you indicted that regarding Slough, you had no development starts plan for 2008. But due to the strength that you were seeing, you were thinking about revisiting that, any update there? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Yes, I think the update Kevin is that, we have moved into more active discussions with some prospective tenants for those properties. It is obviously incredibly strong demand particularly up in the life science, the South San Francisco Life Science quarter which you need look no further than the lease up performance we achieved again fourth quarter on top of the third quarter result. So we are pressing ahead as quickly as possible to the entitlement process and continuing those discussions and feel very good about that?

Kevin Fischbeck - Lehman Brothers

Analyst · Kevin Fischbeck with Lehman Brothers. Please proceed

Okay. And I guess looking at the disclosure, it looked like one of the land parcels that you had, I guess, dropped out of land held for future development, the Torrey Pines Science Park is no longer there, can you say what's going on there?

Unidentified Company Representative

Analyst · Kevin Fischbeck with Lehman Brothers. Please proceed

What we have is, as we have reclassified some of that stuff as redevelopment as opposed to just land for... held for development. So that's kind of changed the characterization there.

Kevin Fischbeck - Lehman Brothers

Analyst · Kevin Fischbeck with Lehman Brothers. Please proceed

Okay. So you still have it, and you still look -- James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Still have it, but it's more redevelopment as opposed to land.

Kevin Fischbeck - Lehman Brothers

Analyst · Kevin Fischbeck with Lehman Brothers. Please proceed

Okay. And then the last question kind of follow-up to one of the earlier questions about the assets that you now looking to recycle. It sounds like you weren't necessarily planning on originally eventually divesting these, but the Medicaid delay pushed you in this direction. These assets that you are going to sell anyway or [multiple speakers] -- James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: These all represents the same profile of the $3 billion plus assets we've recycled over the last couple of years. They tend to be good performing economically viable assets but they tend to... you know again go into that retailing SKU concept be one off properties; it was a series of one-off operators represented in our portfolio. So as we increasingly tried to strategically move the company to concentrations of holding, it sets up nicely in that regard. So feel very good about that, we are far along in discussions and we will be able to provide with further update here on the next couple of months.

Kevin Fischbeck - Lehman Brothers

Analyst · Kevin Fischbeck with Lehman Brothers. Please proceed

Okay. Great, thanks.

Operator

Operator

Your next question comes from the line of Craig Melcher with Citigroup. Please proceed.

Craig Melcher - Citigroup

Analyst · Craig Melcher with Citigroup. Please proceed

I'm here with Michael Berman as well. In terms of your capital plan, beyond the disposition, sounds like you were doing some forward starting swaps to mitigate what you expected to do in may be some other capital issuances? Can you give us more color on what you are expecting to do in the year and what's included in guidance? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: With respect to capital?

Craig Melcher - Citigroup

Analyst · Craig Melcher with Citigroup. Please proceed

Yes. With respect to debt or equity issuance in the year. James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: No, we've ventured into forward swaps aggregating about $900 million to debt in the fourth quarter. So, the asset dispositions if you recall, complete the equity component of our delevering plan and then we will... that... whether that takes our existing metrics back to where they were pre-Slough and then the remaining piece will be to term out the floating rate debt. And as I said, we are going to... we really kind of become more of a investor in debt given the uncertainty in the markets during the last couple of months as opposed to issuer. So, we'll wait for some return to normalcy there before terming out the floating rate debt piece of the plan.

Craig Melcher - Citigroup

Analyst · Craig Melcher with Citigroup. Please proceed

And would you look to the unsecured market, would that be the first place to go? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: We are fortunate, we are active either as investors or issuers or both in all the markets. Right now I would say the unsecured debt markets are probably least attractive to us. In terms of straight debt, I would say that the agency market with respect to our unencumbered senior housing assets are probably the most attractive and there is the other markets that we access are probably somewhere in between those two endpoints. But again we have got a number of possibilities here and as we've consistently done over the last several years, we will optimize that based on what's available.

Craig Melcher - Citigroup

Analyst · Craig Melcher with Citigroup. Please proceed

And last question. What do you... what is that debt, what your floating rate debt will be as a percent of total debt by the end of 08 to all your plans [ph]? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Well, right now it's 36%. But as Mark indicated, I think you probably... if you offset that with the floating rate Manor Care investment, you're down to about 24%, and our plan would result in our floating rate debt exposure by the end of the year returning back to our kind of low double-digit kind of 10%, 12%, 13%, zone that would consistently manage the company. They have very, very modest floating rate debt exposure.

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · Craig Melcher with Citigroup. Please proceed

Actually, on a net basis, it'd be down to around 10%.

Craig Melcher - Citigroup

Analyst · Craig Melcher with Citigroup. Please proceed

Thank you.

Operator

Operator

Your next question comes from the line of Jerry Doctrow with Stifel Nicolaus. Please proceed. Jerry Doctrow - Stifel Nicolaus & Company, Inc.: Hi, couple of things. I guess first just on kind of improvement, I think it was about $22 million this quarter, I bet your guidance had been about $15 million and just trying to understand... I know it might bounce around quarter-to-quarter but sort of what your sense as we go forward for TI? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Okay, you're right. It does bounce around quite a bit from quarter-to-quarter. Going into 2008 for the lease commissions, total capital improvements, I would say, best guess would be around $66 million. And probably starts off around $20 million in the first quarter and sort of declines over the quarters down to about $10 million in the fourth quarter. Jerry Doctrow - Stifel Nicolaus & Company, Inc.: Okay. All right, great. That's helpful. And a couple of questions related to kind of the mezz financing. Do we know at this point how it's going to be categorized whether it's held-for-sale or available, or held-to-maturity available for sale, trading security, and I'm just trying to understand again if there are fluctuations, evaluations, how those might flow through.

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · Jerry Doctrow with Stifel Nicolaus

Okay, there won't be fluctuations in value. It's categorized as a loan as opposed to marketable debt security. Okay. And it will categorized as held-to-maturity. Jerry Doctrow - Stifel Nicolaus & Company, Inc.: Okay. And Jay just to come back to sort of market issues, you talked some about debt market in terms of you as an issuer but prospects for that being sold is that included in your asset sales or is that something else that is kind of on hold until the markets' going to stabilize? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: I'm sorry, Jerry. I didn't understand. Jerry Doctrow - Stifel Nicolaus & Company, Inc.: The mezzanine debt, is that part of one of your asset held for sale? Is that included in that category or again is the mezz debt something you like to hold now a little longer given the uncertainty in the credit market. James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: We are in a very fortunate position of having multiple levers to pull on and we will optimize that for the benefit of the sales [ph] over long term. So, we got lot of cards we can play and right now in particular if that unsecured debt market will probably be the least attractive on the mezzanine debt. We were very pleased to see very high quality organization that we are very close to come in and invest in the 35% to... 36% to 55% piece in the Manor Care capital stock which was in excess of $1 billion. So, company is performing, Manor Care is performing... at least performing at a record performance. And given the economy with that company's high component of labor expense as opposed to the overall expense profile for that company again sets up very nicely here. So, I think we have got an attractive investment there and that's certainly one of the things that we might take advantage of. Jerry Doctrow - Stifel Nicolaus & Company, Inc.: That might be sold or it could go either way. Is that basically what I'm -- James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Yes, that's right. Jerry Doctrow - Stifel Nicolaus & Company, Inc.: Okay. I think that fair enough [ph] for me, thanks.

Operator

Operator

Your next question comes from the line of Rob Mains with Morgan Keegan. Please proceed. Robert M. Mains - Morgan Keegan & Co., Inc.: Thanks, Hi. Couple of more questions, Mark, on the kind of fab type numbers. Straight line rents were down from last quarter if you take out the Emeritus chunk in Q3. Is the kind of the run-rate that you're looking for, for 08?

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · the run-rate that you're looking for, for 08

The run rate, it's closed for 2008. I'd say the run rate on straight line rent for the full year will be about $35 million. Robert M. Mains - Morgan Keegan & Co., Inc.: Okay. So little bit down from where we are now?

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · the run-rate that you're looking for, for 08

Yes, correct. Robert M. Mains - Morgan Keegan & Co., Inc.: And then also... I know this is kind of small number. The amortization of debt issuance cost again if you had adjusted for what... it was kind of one time last quarter. Just kind of help a lot, was there anything going on in the quarter that was sort of one time in nature in that line?

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · the run-rate that you're looking for, for 08

Yes your very astute question; because we paid the bridge earlier that we... earlier than we had originally anticipated when we did the forecast, there was some additional amortization of the bridge loan fees in the quarter and that was about $800,000. Robert M. Mains - Morgan Keegan & Co., Inc.: Okay. And that's all.

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · the run-rate that you're looking for, for 08

That's all. Other than that the quarter was pretty much in line with our previous guidance. Robert M. Mains - Morgan Keegan & Co., Inc.: Yes.

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · the run-rate that you're looking for, for 08

Absent... sort of absent little changes in fluctuation in rates. Robert M. Mains - Morgan Keegan & Co., Inc.: Right. Okay, then my only other question was, if I look at the same-store numbers, I know that you can get quarter-over-quarter fluctuations, but the growth that you had, you adjusted same-store NOI growth for the senior housing business was so low in the quarter and the absolute number was pretty low. Is there anything going on there because I am assuming from your comments that it's not a case of weakness in the markets which wouldn't really be reflective for you any way? It was 0.3% for that Q3 to Q4? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: That's pretty normal for third quarter to fourth quarter in that particular space because of the way the increases worked through the course of the year. Robert M. Mains - Morgan Keegan & Co., Inc.: When do you get the big bump? Is it Q1 typically? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Yes. Robert M. Mains - Morgan Keegan & Co., Inc.: Okay. All right, that's all I had. Thank you.

Operator

Operator

Your next question comes from the line Rich Anderson with BMO Capital Markets. Please proceed.

Richard Anderson - BMO Capital Markets

Analyst · BMO Capital Markets. Please proceed

Thanks and a good morning to you guys. Just a question on the Life Science portfolio. I know you have Amgen as your top 10, and they are sort of locked in on their leases, but there are also counted on to fill future development. And given that they are in the process of cutting 14% of their workforce, do you have any issues at all in front of you in terms of them taking development space that they planned on that may not... they might not in the future?

Paul F. Gallagher - Executive Vice President and Chief Investment Officer

Analyst · BMO Capital Markets. Please proceed

No. No it's all contractual; it's all taken care of.

Richard Anderson - BMO Capital Markets

Analyst · BMO Capital Markets. Please proceed

Okay. The pre-leased number of 86% for Life Science, isn't that the same number that it was when you came out of the box with acquisition? And I was wondering if you could comment on your leasing activity for those specific projects?

Paul F. Gallagher - Executive Vice President and Chief Investment Officer

Analyst · BMO Capital Markets. Please proceed

Yes we have got about 600,000 square feet of leases that have been signed. And what you are going to see is about half of that space will take occupancy in the first quarter, and then the remainder will be split between the second and third quarter. So you should start seeing occupancy gains at the end of the first quarter.

Richard Anderson - BMO Capital Markets

Analyst · BMO Capital Markets. Please proceed

Okay. So but the 86% is the same number that it was, but we should start to see that start to flow off [ph]?

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · BMO Capital Markets. Please proceed

Yes it's... Richard its five properties that are contractually going to be delivered as Paul said and few of the... in the first half the year and the remainder in the second half of the year. So those... everything related to those projects is completely contract.

Richard Anderson - BMO Capital Markets

Analyst · BMO Capital Markets. Please proceed

Okay. On the bridge, just to throw in my bridge question, can you... I mean just a sort of said expectation, would it be your guess at least that you will get through the first extension period on the bridge. Is that sort of where your mind is right now? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: No. I mean, right now we are sitting with our... our metrics are very, very solid. 57% leverage ratio, 12% secured debt ratio, fixed charge north of two times. We expect the asset sale to close before the one-year anniversary, the July 31st. In fact we expect over half of these asset sales to close on either side at the end of the first quarter. So a good chunk right at the end of the first quarter, right at the end of second quarter; that will check the box on our credit metrics. And then as I said, we'll be opportunistic on the terming out of the floating rate obligation at that point. At that point we'll have rebalanced the debt to equity ratios for the company, so there would be just an opportunity that... when we see attractive to term out the floating rate debt, recall that we've got a very attractive credit facility there that would be accelerated pay down of our bridge, now as the final maturity out till July 09 and we are currently borrowing on that facility at about 3.84%. So, we are in a very fortunate position and we'll wait for some normalcy to return to the credit markets.

Richard Anderson - BMO Capital Markets

Analyst · BMO Capital Markets. Please proceed

Certainly well priced, that's for sure. But I mean we... as an expectation we should expect some, say... something shy of $1 billion of the bridge outstanding and then take advantage of the extensive six months extension and then we'll go from there and see where the credit markets go. Is that a fair way of looking at it? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Our plan is to have the leverage metrics of the company back in place to where they committed to be by July 31st, as well as remaining bridge paid off by July 31st. So we are working towards that metric, it's nice given the success we've had and paying down the bridge to have the flexibility to push that out, as much as 12 month so that's not our basic plan.

Richard Anderson - BMO Capital Markets

Analyst · BMO Capital Markets. Please proceed

Understood. And then just shifting gears to couple of more quick ones here. You mentioned that the growth rate, I think you said 5.7% FFO growth with no acquisitions -- James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Actually I said 7.5%. 7.5% with no capital going out to acquisition and that includes the disposition activity.

Richard Anderson - BMO Capital Markets

Analyst · BMO Capital Markets. Please proceed

Okay. So what is that mezz loan business contributing to that growth rate. If you just say look at the property level, is it 100 basis points to 7.5 is it less or is it more? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Well I mean you've got... the same-store, you got as Mark mentioned the two drivers 08 over 07 are the continued strength above expectations for life science and Manor Care, I don't Mark if you actually between those two drivers allocated what percent of the growth goes to one. If we have, we could certainly undertake to do that.

Richard Anderson - BMO Capital Markets

Analyst · BMO Capital Markets. Please proceed

So, no. James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: All right that's a no.

Richard Anderson - BMO Capital Markets

Analyst · BMO Capital Markets. Please proceed

Okay. And then lastly you mentioned that dispositions will come through on all the buckets with the exception of life sciences. Could you see senior... I am sorry, skilled nursing going to... I mean sans the mezz loan the skilled nursing portfolio going to zero?

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · BMO Capital Markets. Please proceed

Probably not to zero, probably not to zero recall ex our Manor Care investment it's already down to 2%, Rich.

Richard Anderson - BMO Capital Markets

Analyst · BMO Capital Markets. Please proceed

Right.

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · BMO Capital Markets. Please proceed

Of our portfolio. I think, we have been very consistent on this, we haven't... the bugaboo we have on that space is not the space broadly defined, it's Medicaid exposure. So we brought that Panum portfolio now I am dating myself now, but that was almost four years ago. We love that portfolio and I think we loved about it was the Medicare and private pay mix there was second only to Manor Cares 73% that was is in kind of low 60. So that kind of stuff, we like that, we have recycled a lot of skilled that had the Medicaid exposure. But, we are not, it's sounds like, who is got a red X up against the skilled place, it's the Medicaid exposure that we are particularly focused on.

Richard Anderson - BMO Capital Markets

Analyst · BMO Capital Markets. Please proceed

Understood. Okay. Thank you.

Operator

Operator

Your next question comes from the line of Michael Miller with J.P. Morgan, Please proceed.

Michael Miller - J.P. Morgan

Analyst · Michael Miller with J.P. Morgan, Please proceed

Hi, couple of questions first of all looking at the Manor Care loan you mentioned about 3 million of income in the quarter from that. For the non-cash portion of that income if I am looking at page 8, the supplemental disclosure where which line is the non-cash position end. When you look at the, I guess you know the interest accretion FAS-141 etcetera.

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · Michael Miller with J.P. Morgan, Please proceed

Yes, it's in the interest accretion number.

Michael Miller - J.P. Morgan

Analyst · Michael Miller with J.P. Morgan, Please proceed

Okay.

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · Michael Miller with J.P. Morgan, Please proceed

So for the full year 18.7 [ph] it's in that number.

Michael Miller - J.P. Morgan

Analyst · Michael Miller with J.P. Morgan, Please proceed

Okay. James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: It's only about 400,000 for the quarter.

Michael Miller - J.P. Morgan

Analyst · Michael Miller with J.P. Morgan, Please proceed

Okay, so that was a minor pick up. Looking at the de-leveraging... James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Michael, just on that point at closing of that loan, in terms of where LIBOR was then. The closing to spread was 660, I think, if I am off I am off it's a little bit not much, I think there is cash spend was about 500 of that 660, and the amount that was going to accretive in was about 150. So the vast majority of the cash interest now that will change a little bit as LIBOR changes, but directionally I thought I would give you some feeling for what's going on there.

Michael Miller - J.P. Morgan

Analyst · Michael Miller with J.P. Morgan, Please proceed

Okay. And then when you sit there and add up all the pieces the tenant improvements, the straight line etcetera. How do you guys feel about dividend coverage this year and just kind of how that is looking because I know you raised the dividend recently? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Yes, well I think our FFO payout ratio on... I think Mark give you the metrics on a pre-merger, pre-impairment is about 79% on an as reported, it's about 83%, I think its the mid point of our range, our FAD is about 96%, so I think we are very mindful of some of the changes that we have done in our business model. The impact and probably the accretion importance of FAD to our new model versus maybe what the importance of FAD was two or three years ago, because you didn't have much of difference between FAD and FFO. So that was the absolutely something that what we focused on in terms of dividend increase. But, I point out it's kind of been in the movie before, as you recall five years ago, the FFO payout ratio for the company was 101% and we grew the dividend all the way through as we have in every year, the company has been public, and as we intend to do going forward. So but we brought that 101, FFO payout ratio down to the 79 or 83 depending on which metric you want look at for projected for 08. But I think we are mindful of the fact that FAD is going to be more important given the medical office and life science components of our business model going forward.

Michael Miller - J.P. Morgan

Analyst · Michael Miller with J.P. Morgan, Please proceed

Okay. And then just going to the de-leveraging I know you talked about capital market transactions, I think you watched through, what you were thinking in terms of the short term debt. Is equity a possibility at this point or do you think that's almost completely off the table because of the asset sales you have lined up?

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · Michael Miller with J.P. Morgan, Please proceed

I mean, we are focused these asset sales. The next couple of months we're focused, from a de-levering standpoint, on asset sales. If we saw something on the acquisition side of the house that was as compelling as either Slough or Manor Care, we might look at a number of other alternatives but for now as I mentioned in my comments, you still have a little bit of this phenomena as I have described on the last call. Its kind of two ships passing in the night in terms of compelling source of opportunities to deploy incremental shareholders capital for HCP. So, we think things slowdown for the whole healthcare REIT space in the fourth quarter. We think we are going to moderate a little bit more here. We are starting to see a thaw quite frankly. So, at some point there might be some opportunities here but near term we are in a position of looking at lot of things, nothing is what I would term on the acquisition side in the red zone right now, which is a little bit of a different phenomena that we have been in for the last couple of years where we always seem to be looking at a number of things that were actionable near term, looking at a number of things but I don't think anywhere to actionable near term as we continue to get some rebalancing of sellers and buyers perspective.

Michael Miller - J.P. Morgan

Analyst · Michael Miller with J.P. Morgan, Please proceed

Okay.

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · Michael Miller with J.P. Morgan, Please proceed

That's how I would responded to that question.

Michael Miller - J.P. Morgan

Analyst · Michael Miller with J.P. Morgan, Please proceed

Okay, great. Thank you.

Operator

Operator

Your next question comes form the line of Jim Sullivan with Green Street Advisors. Please proceed.

Jim Sullivan - Green Street Advisors

Analyst

Thank you. First of all thanks for the additional information in the supplemental. The quantity is significant but the quality which is more important is terrific as well. James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Well, thanks for your suggestion.

Jim Sullivan - Green Street Advisors

Analyst

Couple of questions. On Sunrise, if I heard correctly, the coverage actually dropped below one-times during the year and I think you've referenced some operating expense challenges that they had. Is there any evidence that the problems that Sunrise is having at the corporate level has caused them to take their eye off the operational ball? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Yes, actually coverage ratio has improved in FY07 versus FY06. And let me say this, they've had more than their fair share of distractions and it's amazing the confluence of events there. I would say that our portfolio, our Sunrise portfolio had a good performance in 2007. Nice gains and occupancies, nice NOI growth. We spend a lot of time with the Sunrise folks, as you might imagine. I would put those conversations in the kind of two areas of discussion. One is going property by property looking for opportunities to reinvest some additional capital to increase the value of a particular property. That's really more at the micro level. At the macro level, I would say that we have had a lot of discussions with the company about the growth rate in expenses relative to the growth rate in revenues. The growth rate in revenues is fantastic, kind of low double-digit sort of metric. But, we would like to see bigger chunk of that drops at bottom-line. We've had discussions ever since we acquired the portfolio. I would say that those discussions have gotten very constructive in the last quarter or two. And more importantly we've actually had some tangible results come out of that with respect to one or two expense categories. So, we're going very good about where that portfolio is and to answer your question, we have not seen any impact on the performance. I would point out, Jim that our portfolio is for the most part stabilized. So, we've got less moving parts going on in our portfolio than for example a portfolio that had repositioning going on or development or things like that. So, for the most part we have stabilized portfolio and as I've said we are pleased and looking forward to an even better result in FY08.

Jim Sullivan - Green Street Advisors

Analyst

And what's your perspective on what might happen at the cooperate level? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Well, I don't think the outcomes have changed. I think they continue to be in a process. I think first, second, third priority is to get the financial statements recurring in file. We have the opportunity to visit with the new CFO a handful of times on the last couple of months and come away very impressed with him and his track record that at Mills and we are of a belief that they will meet their commitments and their deadlines. I think I've said to this group in the past, if you look at the property information we get for all of our senior housing operators. That's why we feel so confident about what's going to happen with respect to the financials at Sunrise. The quality and the timeliness of the property level accounting information we get from Sunrise is as good as anybody else in our senior housing portfolio. So, I think Rick is going to get that taken care at that point. The obvious two outcomes would be they continue as a very viable publicly traded entity, leader in a space that's got a tremendous demographic both in the states and outside the states or they may continue to consider a some sort of sale process.

Jim Sullivan - Green Street Advisors

Analyst

That's helpful. And then switching gears to asset sales Paul, can you comment on cap rate trends in the four out of five business lines where you expect to sell some property?

Paul F. Gallagher - Executive Vice President and Chief Investment Officer

Analyst · BMO Capital Markets. Please proceed

Let me just take, because the cap rates are... I think the most important thing we are seeing is underlying businesses are performing across the board extremely well. I think as I commented on that sector by sector. So that's the best thing. And I think the folks that we have entered into these discussions with and have executed LOIs, all have committed and available capital. They've all done this before. There sort of the strategic players, so we are very confident about moving forward. I wouldn't expect to see much in the way of change. I think there has been I guess one transaction announced earlier this week in the senior housing space. I think that's about the only transaction that's occurred in last couple of months. But we feel very good about closing off this component of our development.

Jim Sullivan - Green Street Advisors

Analyst

And then finally with respect to Amgen I understand they have contractual obligation to pay rent, but to the extent they sub-lease significant amount of space, what level of concern do you have that that sub-lease activity might impact even though the balance of your existing portfolio or prospectively your ability to develop? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: I think we are very comfortable given that basis in South San Francisco, the birthplace of our technology and the current life science they can see up in after submarket is between 2% and 3%. If this space was down in Carlsbad where we own [ph] some land. I think that might potentially delay the development of that... of the land we've got down that community. But up in South San Francisco, Paul's given you a flavor for the mark-to-market rent increases. The tenant demand is continued to be very strong, so strong that we are pressing ahead as quickly as we can with respect to development opportunities there. And the sublease base for Amgen in light of the life science, we would not move that vacancy much at Amgen.

Jim Sullivan - Green Street Advisors

Analyst

Thank you.

Operator

Operator

Your next question comes from the line of Dustin Pizzo with Banc of America. Please proceed.

Dustin Pizzo - Banc of America Securities

Analyst · Dustin Pizzo with Banc of America. Please proceed

Hey guys. Just a follow-up on some of the earlier question on the bridge, if you do in fact take advantage of the extension, is there any change in pricing, or does it stay at the current price? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Yes there is ...for each extension where we structured that we had a... we put an incentive into to pay that off. So we moved some of the front end fees to the extent so there is an incremental fee that is on the first extension and the second one I think its about 15 basis point for each one, or it 12...

Mark Wallace - Executive Vice President, Chief Financial Officer and Treasurer

Analyst · Dustin Pizzo with Banc of America. Please proceed

About that. James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: About 15 basis points.

Dustin Pizzo - Banc of America Securities

Analyst · Dustin Pizzo with Banc of America. Please proceed

Okay. That's all I have, thanks. James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Yup.

Operator

Operator

[Operator Instructions]. You have a follow-up question from the line of Jerry Doctrow with Stifel Nicolaus. Please proceed. Jerry Doctrow - Stifel Nicolaus & Company, Inc.: I'll try to be quick it's going on. Just... one thing a little bit more color really on primarily just the senior housing occupancies because in the data that you put out and I recognized you know certainly same-store is a tiny portfolio, but you've got quarter-over-quarter sort of declines in occupancy. Its not much movement in sort of coverage. You talked about year-over-year occupancy gains sort of look a lot better you've got pick up NOI, I mean you made the point I don't know who this is exactly directed to. You made the point maybe Paul that you're seeing no impact housing market and that sort of thing. I just wondering if you could give us a little bit more color, I mean there is lot of discussion about Sunrise, but sort of separate from Sunrise, maybe in the IL anymore color we can get would be helpful? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: I think its on page 24 of the supplemental Jerry, if you look at not the same property portfolio for senior housing because as Paul and Mark indicated that actually such a small component, but the overall, the quarter... Jerry Doctrow - Stifel Nicolaus & Company, Inc.: Quarterly occupancy, you're off like 20 basis points year-over-year. You're up like 40 basis points? James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Yeah I wouldn't say that terribly significant. Now, we've continued to chat up our operators on a regular basis. And in fact I was on the phone with our largest operator down in Florida market, and their occupancies are holding just fine between 94% and 95.5% increases. They are getting a little bit push back on rate, but not withstanding that there is still been able to achieve some nice year-over-year rate growth. So that's Florida, Sunrise we've talked about.

Paul F. Gallagher - Executive Vice President and Chief Investment Officer

Analyst · Jerry Doctrow with Stifel Nicolaus

And we've seen the overall portfolio 90%, being on either side of 90% is kind of a stabilized number. And it's going to fluctuate on either side of 90% at any given time. James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: And again the backdrop for all this which is like very, very good news for like the next couple of years is there continues to not be a meaningful amount of supply coming on. And I would quite frankly speculate that in light of what's going in the World I don't think that's going to change in terms of accelerating the development anytime soon. So I think...anecdotally the CEOs that run the portfolios that we own, that all parts, couple of weeks, we'll say that their business is slowing in terms of, they are moving away from some of those double-digit sort of year-over-year rate gross. But they are still getting 5%, 6%, 7% depending on the market, in terms of bumps and holding occupancy. So they feel, its not go, go time like it was maybe 18 months ago. But it's certainly a very, very solid business with the absence of much supply I think quite frankly from a healthcare REIT perspective. What happened, this is why at some point here this log jam will break on the ability to deploy capital business, a lot not short-term but intermediate things look like the positioning or breaking in favor the healthcare REIT. Operators are going to be little more challenge with respect to the capital versus kind of the environment they are in the '05, '06, '07 timeframe with multiples on their stock and ability to access the secured debt markets. And so I think, that's very good increasingly we are seeing the private equity shops…

Operator

Operator

At this time there are no further questions. I'd now like to turn the call over to Jay Flaherty, Chairman and CEO for closing remarks. James F. ("Jay") Flaherty III - Chairman and Chief Executive Officer: Thanks for your continued interest in HCP. And we will talk to you soon. Take care.

Operator

Operator

Thank you for your participation in today's conference. This concludes the presentation. You may now disconnect, and have a good day.