Skip to main content

Healthcare Realty Trust Inc

For the period ended Dec 31, 2023. Filed Feb 16, 2024.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 16, 2024

HR$19.36+0.8%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Item 6. [Reserved]

Disclosure Regarding Forward-Looking Statements

This report and other materials the Company have filed or may file with the SEC, as well as information included in oral statements or other written statements made, or to be made, by senior management of the Company, contain, or will contain, disclosures that are “forward-looking statements.” Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “target,” “intend,” “plan,” “estimate,” “project,” “continue,” “should,” “could” and other comparable terms. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of risks and uncertainties that could materially affect the Company’s current plans and expectations and future financial condition and results. Such risks and uncertainties as more fully discussed in Item 1A “Risk Factors” of this report and in other reports filed by the Company with the SEC from time to time include, among other things, the following:

Risks relating to our business and operations

The Company's expected results may not be achieved;

The Company’s revenues depend on the ability of its tenants under its leases to generate sufficient income from their operations to make rental payments to the Company;

Owning real estate and indirect interests in real estate is subject to inherent risks;

The Company may incur impairment charges on its real estate properties or other assets;

The Company has properties subject to purchase options that expose it to reinvestment risk and reduction in expected investment returns;

If the Company is unable to promptly re-let its properties, if the rates upon such re-letting are significantly lower than the previous rates or if the Company is required to undertake significant expenditures or make significant leasing concessions to attract new tenants, then the Company’s business, consolidated financial condition and results of operations would be adversely affected;

The Company’s real estate investments are illiquid and the Company may not be able to sell properties strategically targeted for disposition;

The Company is subject to risks associated with the development and redevelopment of properties;

The Company may make material acquisitions and undertake developments and redevelopments that may involve the expenditure of significant funds and may not perform in accordance with management’s expectations;

Many of the Company’s leases are dependent on the viability of associated health systems. Revenue concentrations relating to these leases expose the Company to risks related to the financial condition of the associated health systems;

Many of the Company’s properties are held under ground leases. These ground leases contain provisions that may limit the Company’s ability to lease, sell, or finance these properties;

The Company may experience uninsured or underinsured losses;

Damage from catastrophic weather and other natural events, whether caused by climate change or otherwise, could result in losses to the Company;

The Company faces risks associated with security breaches through cyber attacks, cyber intrusions, or otherwise, as well as other significant disruptions of its information technology networks and related systems;

The Company may structure acquisitions of property in exchange for limited partnership units of the OP on terms that could limit its liquidity or flexibility;

The Company cannot assure you that it will be able to continue paying dividends at or above the rates previously paid;

The Company previously incurred and may continue to incur substantial expenses related to the Merger; and

Pandemics, such as COVID-19, and measures intended to prevent their spread or mitigate their severity could have a material adverse effect on the Company's business, results of operations, cash flows and financial condition.

Risks relating to our capital structure and financings

The Company has incurred significant debt obligations and may incur additional debt and increase leverage in the future;

Covenants in the Company’s debt instruments limit its operational flexibility, and a breach of these covenants could materially affect the Company’s consolidated financial condition and results of operations;

If lenders under the Unsecured Credit Facility fail to meet their funding commitments, the Company’s operations and consolidated financial position would be negatively impacted;

The unavailability of equity and debt capital, volatility in the credit markets, increases in interest rates, or changes in the Company’s debt ratings could have an adverse effect on the Company’s ability to meet its debt payments, make dividend payments to stockholders or engage in acquisition and development activity;

Increases in interest rates could have a material adverse effect on the Company's cost of capital;

The Company's swap agreements may not effectively reduce its exposure to changes in interest rates;

The Company has entered into joint venture agreements that limit its flexibility with respect to jointly owned properties and expects to enter into additional such agreements in the future;

The U.S. federal income tax treatment of the cash that the Company might receive from cash settlement of a forward equity agreement is unclear and could jeopardize the Company's ability to meet the REIT qualification requirements; and

In case of our bankruptcy or insolvency, any forward equity agreements will automatically terminate, and the Company would not receive the expected proceeds from any forward sale of shares of its common stock.

Risks relating to government regulations

The Company's property taxes could increase due to reassessment or property tax rate changes;

Trends in the healthcare service industry may negatively affect the demand for the Company’s properties, lease revenues and the values of its investments;

The costs of complying with governmental laws and regulations may adversely affect the Company's results of operations;

Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code;

If the Company fails to remain qualified as a REIT, the Company will be subject to significant adverse consequences, including adversely affecting the value of its common stock;

The Company’s articles of incorporation, as well as provisions of the MGCL, contain limits and restrictions on transferability of the Company’s common stock which may have adverse effects on the value of the Company’s common stock;

Complying with the REIT requirements may cause the Company to forego otherwise attractive opportunities;

The prohibited transactions tax may limit the Company's ability to sell properties;

New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it more difficult or impossible for the Company to qualify as a REIT; and

New and increased transfer tax rates may reduce the value of the Company’s properties.

The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders and investors are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in the Company’s filings and reports, including, without limitation, estimates and projections regarding the performance of development projects the Company is pursuing.

Overview

The Company owns and operates properties that facilitate the delivery of healthcare services in primarily outpatient settings. To execute its strategy, the Company engages in a broad spectrum of integrated services including leasing, management, acquisition, financing, development and redevelopment of such properties. The Company seeks to generate stable, growing income and lower the long-term risk profile of its portfolio of properties by focusing on facilities primarily located on or near the campuses of acute care hospitals associated with leading health systems. The Company seeks to reduce financial and operational risk by owning properties in high-growth markets with a broad tenant mix that includes over 30 physician specialties, as well as surgery, imaging, cancer, and diagnostic centers.

As described in the Explanatory Note above and elsewhere in this report, on July 20, 2022, Legacy HR and Legacy HTA completed a merger between the companies in which Legacy HR merged with and into a wholly-owned subsidiary of Legacy HTA, with Legacy HR continuing as the surviving entity and a wholly-owned subsidiary of Legacy HTA. Immediately following the Merger, Legacy HTA changed its name to “Healthcare Realty Trust Incorporated.” For accounting purposes, the Merger was treated as a “reverse acquisition” in which Legacy HR was considered the acquirer. Accordingly, the information discussed in this section reflects, for periods prior to the closing of the Merger, the financial condition and results of operations of Legacy HR, and for periods from the closing of the Merger, that of the Company.

This section is organized into the following sections:

Liquidity and Capital Resources;

Trends and Matters Impacting Operating Results;

Non-GAAP Financial Measures and Key Performance Indicators; and

Application of Critical Accounting Policies to Accounting Estimates.

Liquidity and Capital Resources

The Company monitors its liquidity and capital resources and considers several indicators in its assessment of capital markets for financing acquisitions and other operating activities. The Company considers, among other factors, its leverage ratios and lending covenants, dividend payout percentages, interest rates, underlying treasury rates, debt market spreads and cost of equity capital to compare its operations to its peers and to help identify areas in which the Company may need to focus its attention.

Sources and Uses of Cash

The Company's revenues are derived from its real estate property portfolio based on contractual arrangements with its tenants. These sources of revenue represent the Company's primary source of liquidity to fund its dividends and its operating expenses, including interest incurred on debt, principal payments on debt, general and administrative costs, capital expenditures and other expenses incurred in connection with managing its existing portfolio and investing in additional properties. To the extent additional investments are not funded by these sources, the Company will fund its investment activity generally through equity or debt issuances either in the public or private markets, property dispositions or through proceeds from the Unsecured Credit Facility.

The Company expects to continue to meet its liquidity needs, including capital for additional investments, tenant improvement allowances, operating and finance lease payments, paying dividends, and funding debt service, through cash on hand, cash flows from operations and the cash flow sources addressed above. See Note 4 to the Consolidated Financial Statements for additional discussion of operating and financing lease payment obligations. See "Trends and Matters Impacting Operating Results" for additional information regarding the Company's sources and uses of cash.

The Company also had unencumbered real estate assets with a gross book value of approximately$13.2 billionat December 31, 2023, of which a portion could serve as collateral for secured mortgage financing. The Company believes that its liquidity and sources of capital are adequate to satisfy its cash requirements. The Company cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to the Company in sufficient amounts to meet its liquidity needs.

The Company has exposure to variable interest rates and its common stock price is impacted by the volatility in the stock markets. However, the Company’s leases, which provide its main source of income and cash flow, have terms of approximately one to 20 years and have lease rates that generally increase on an annual basis at fixed rates or based on consumer price indices.

Operating Activities

Cash flows provided by operating activities for the two years ended December 31, 2023 and 2022 were $499.8 million and $272.7 million, respectively. Several items impact cash flows from operating activities including, but not limited to, cash generated from property operations, merger-related costs, interest payments and the timing related to the payment of invoices and other expenses and receipt of tenant rent.

The Company may, from time to time, sell properties and redeploy cash from property sales into new investments. To the extent revenues related to the properties being sold exceed income from these new investments, the Company's consolidated results of operations and cash flows could be adversely affected.

See "Trends and Matters Impacting Operating Results" for additional information regarding the Company's operating activities.

Investing Activities

A summary of the significant transactions impacting investing activities for the year ended December 31, 2023 is listed below. See Note 5 to the Consolidated Financial Statements for more detail on these activities.

The following table details the Company's real estate acquisition activity for the year ended December 31, 2023:

Dollars in thousandsDATE ACQUIREDPURCHASE PRICEMORTGAGE NOTES PAYABLE, NETCASHCONSIDERATION 1REAL ESTATEOTHER 2SQUARE FOOTAGE
Tampa, FL3/10/23$31,500$—$30,499$30,596$(97)115,867
Colorado Springs, CO7/28/2311,450(5,284)6,02411,416(108)42,770
Total real estate acquisitions$42,950$(5,284)$36,523$42,012$(205)158,637

1 Cash consideration excludes prorations of revenue and expense due to/from seller at the time of the acquisition.

2 Includes other assets acquired, liabilities assumed, and intangibles recognized at acquisition.

Capital Funding

In 2023, the Company incurred capital expenditures totaling $262.1 million for the following:

$112.2 million toward development and redevelopment of properties;

$38.7 million toward first generation tenant improvements and planned capital expenditures for acquisitions;

$63.5 million toward second generation tenant improvements; and

$47.7 million toward capital expenditures.

See "Trends and Matters Impacting Operating Results" below for more detail.

The following table details the dispositions for the year ended December 31, 2023:

Dollars in thousandsDATE DISPOSEDSALE PRICECLOSING ADJUSTMENTSCOMPANY-FINANCED NOTESNET PROCEEDSNET REAL ESTATE INVESTMENTOTHER (INCLUDING RECEIVABLES) 1GAIN/(IMPAIRMENT)SQUARE FOOTAGE
Tampa/Miami, FL21/12/23$93,250$(5,875)$—87,375$87,302$(888)$961224,037
Dallas, TX 31/30/2319,210(141)—19,06918,986434036,691
St. Louis, MO2/10/23350(18)—332398—(66)6,500
Los Angeles, CA3/23/2321,000(526)—20,47420,61052(188)37,165
Los Angeles, CA 43/30/2375,000(8,079)(45,000)21,92188,624(803)(20,900)147,078
Los Angeles, CA 55/12/233,300(334)—2,9663,268—(302)—
Albany, NY6/30/2310,000(1,229)—8,7712,613(1,040)7,19840,870
Houston, TX8/2/238,320(285)—8,0354,5671943,27457,170
Atlanta, GA8/22/2325,140(66)—25,07423,226(536)2,38655,195
Dallas, TX9/15/23115,000(1,504)—113,49664,1836,09443,219161,264
Houston, TX9/18/23250(24)—2261,998—(1,772)52,040
Chicago, IL9/27/2359,950(870)—59,08074,710(380)(15,250)104,912
Evansville, IN 611/13/2318,500(63)—18,43717,807(149)779260,520
Houston, TX12/1/234,100(6)—4,0943,486—60883,223
Charleston, SC 712/15/236,200(401)—5,7993,415—2,38415,014
Dallas, TX12/20/2343,295(764)—42,53133,882(3,782)12,43177,827
Los Angeles, CA12/21/2319,000(1,311)—17,68917,787—(98)104,377
Tucson, AZ 8,912/22/2343,230(3,770)(6,000)33,46039,786(26)(300)215,471
Miami, FL12/22/2318,250(756)—17,49417,354643(503)48,000
Sebring, FL12/27/239,500(81)—9,41910,438(512)(507)38,949
Boston, MA12/28/23117,197(2,079)—115,118107,8039,828(2,513)161,254
Jacksonville/Orlando/Miami, FL 1012/29/2377,000(8,678)(7,700)60,62265,839(294)2,777354,500
Total dispositions$787,042$(36,860)$(58,700)$691,482$708,082$8,444$33,6582,282,057

1 Includes straight-line rent receivables, leasing commissions and lease inducements.

2 Includes two properties sold in two separate transactions to the same buyer on the same date.

3 The Company sold this property to a joint venture in which it retained a 40% interest. Sales price and square footage reflect the total sales price paid by the joint venture and total square footage of the property.

4 The Company entered into a mortgage loan agreement with the buyer for $45.0 million.

5 The Company sold a land parcel totaling 0.34 acres.

6 Includes five properties sold in three separate transactions to the same buyer on the same date.

7 The Company sold a corporate office in Charleston, SC that was 100% occupied by the Company.

8 Includes 12 properties sold in one transaction to the same buyer.

9 The Company entered into a mezzanine loan agreement with the buyer for $6.0 million.

10 Includes three properties sold in one transaction to the same buyer. The Company entered into a separate note receivable for $7.7 million related to this sale.

Financing Activities

Common Stock Issuances

The Company has in place an at-the-market ("ATM") equity offering program to sell shares of the Company’s common stock from time to time in at-the-market sales transactions. The Company has equity distribution agreements with various sales agents with respect to the ATM offering program with an aggregate sales amount of up to $750.0 million. As of December 31, 2023, $750.0 million remained available for issuance under the current ATM offering program.

Debt Activity

Below is a summary of the significant debt financing activity for the year ended December 31, 2023. See Note 10 to the Consolidated Financial Statements for additional information on financing activities.

Mortgage Activity

The following table details the mortgage note repayment activity for the year ended December 31, 2023:

(dollars in millions)TRANSACTION DATEPRINCIPAL BORROWING (REPAYMENT)ENCUMBERED SQUARE FEETCONTRACTUAL INTEREST RATE
Debt assumptions:
Colorado Springs, CO7/28/2023$5.642,7704.50%
Mortgages repaid at maturity:
Atlanta, GA8/1/2023$(9.8)66,9843.31%
Lakewood, CO12/1/2023(6.6)93,9924.51%
Total repayments$(16.4)160,9763.79%

Subsequent Activity

(dollars in millions)TRANSACTION DATEPRINCIPAL REPAYMENTENCUMBERED SQUARE FEETCONTRACTUAL INTEREST RATE
Mortgages repaid at maturity:
West Hills, CA1/5/2024$(11.3)63,0124.77%
Atlanta, GA2/1/2024(5.6)40,3244.12%
Total repayments$(16.9)103,3364.55%

Term Loans

On April 26, 2023, the Company exercised the first of its two one-year extension options for the $350 million delayed-draw term loan facility, extending the initial maturity date of July 20, 2023 to July 20, 2024. An extension fee of $0.4 million (0.125% of the committed funds) was paid and will be amortized over the extension term.

Interest Rate Swaps

As of December 31, 2023, the Company had outstanding interest rate derivatives totaling approximately$1.3 billion to hedge one-month SOFR. The following details the amount and rate of each swap as of such date (dollars in thousands):

EXPIRATIONAMOUNTWEIGHTED AVERAGE RATE
January 2024200,0001.21%
May 2026275,0003.74%
June 2026150,0003.83%
December 2026150,0003.84%
June 2027200,0004.27%
December 2027300,0003.93%
$1,275,0003.49%

2023 Interest Rate Swap Activity

On February 16, 2023, the Company entered into a swap transaction with a notional amount of $50.0 million and a fixed rate of 4.16%. The swap agreement has an effective date of March 1, 2023 and a termination date of June 1, 2026.

On March 28, 2023, the Company entered into a swap transaction with a notional amount of $100.0 million and a fixed rate of 3.67%. The swap agreement has an effective date of April 3, 2023 and a termination date of June 1, 2026.

On October 19, 2023, the Company entered into two swap transactions totaling $100.0 million. The notional amounts were $50.0 million each with fixed rates of 4.71% and 4.67%. The swap agreements have effective dates of November 1, 2023 and termination dates of June 1, 2027 and December 1, 2027, respectively.

On October 23, 2023, the Company entered into two swap transactions totaling $100.0 million with an aggregate fixed rate of 4.73%. The swap agreements have effective dates of November 1, 2023 and termination dates of May 31, 2026.

On November 9, 2023, the Company entered into a swap transaction with a notional amount of $75.0 million and a fixed rate of 4.54%. The swap agreement has an effective date of December 1, 2023 and a termination date of May 31, 2026.

The following table details the Company's debt balances as of December 31, 2023:

PRINCIPAL BALANCECARRYING BALANCE 1WEIGHTED YEARS TO MATURITY 2CONTRACTUAL RATEEFFECTIVE RATE
Senior Notes due 2025$250,000$249,4841.33.88%4.12%
Senior Notes due 2026 3600,000579,0172.63.50%4.94%
Senior Notes due 2027 3500,000483,7273.53.75%4.76%
Senior Notes due 2028300,000297,4294.03.63%3.85%
Senior Notes due 2030 3650,000575,4436.13.10%5.30%
Senior Notes due 2030299,500296,7806.22.40%2.72%
Senior Notes due 2031299,785295,8327.22.05%2.25%
Senior Notes due 2031 3800,000649,5217.22.00%5.13%
Total Senior Notes Outstanding3,699,2853,427,2334.92.97%4.43%
$1.5 billion unsecured credit facility 4——3.8SOFR + 0.95%6.31%
$350 million unsecured term loan350,000349,7981.6SOFR + 1.05%6.39%
$200 million unsecured term loan200,000199,9032.4SOFR + 1.05%6.39%
$150 million unsecured term loan150,000149,6432.4SOFR + 1.05%6.39%
$300 million unsecured term loan 3300,000299,9582.8SOFR + 1.05%6.39%
$200 million unsecured term loan 3200,000199,5023.5SOFR + 1.05%6.39%
$300 million unsecured term loan300,000298,2884.0SOFR + 1.05%6.39%
Mortgage notes payable70,75270,5342.04.17%4.15%
Total Outstanding Notes and Bonds Payable$5,270,037$4,994,8594.03.96%5.02%

1 Balances are reflected net of discounts and debt issuance costs and include premiums.

2 Includes extension options.

3 Debt instruments assumed as part of the Merger with Legacy HTA on July 20, 2022. The amounts shown represent fair value adjustments.

4 As of December 31, 2023, the Company had no outstanding borrowings under the Unsecured Credit Facility with a remaining borrowing capacity of $1.5 billion.

Debt Covenant Information

The Company’s various debt agreements contain certain representations, warranties, and financial and other covenants customary in such debt agreements. Among other things, these provisions require the Company to maintain certain financial ratios and impose certain limits on the Company’s ability to incur indebtedness and create liens or encumbrances. As of December 31, 2023, the Company was in compliance with the financial covenant provisions under all of its various debt instruments.

As of December 31, 2023, 99.5% of the Company’s principal balances were due after 2024, including extension options. Also, as of December 31, 2023, the Company's incurrence of total debt as defined in the senior notes [debt divided by (total assets less intangibles and accounts receivable)] was approximately 37.5% (cannot be greater than 60%) and debt service coverage [interest expense divided by (net income plus interest expense, taxes, depreciation and amortization, gains and impairments)] was approximately 3.2 times (cannot be less than 1.5 times).

The Company plans to manage its capital structure to maintain compliance with its debt covenants consistent with its current profile. Downgrades in ratings by the rating agencies could have a material adverse impact on the Company’s cost and availability of capital, which could in turn have a material adverse impact on consolidated results of operations, liquidity and/or financial condition.

Trends and Matters Impacting Operating Results

Management monitors factors and trends important to the Company and the REIT industry in order to gauge their potential impact on the operations of the Company. Discussed below are some of the factors and trends that management believes may impact the future operations of the Company.

Economic and Market Conditions

Rising interest rates and increased volatility in the capital markets have increased the Company’s cost and availability of debt and equity capital. Limited availability and increases in the cost of capital could adversely impact the Company’s ability to finance operations and acquire and develop properties. To the extent the Company’s tenants experience increased costs or financing difficulties due to the economic and market conditions, they may be unable or unwilling to make payments or perform their obligations when due. Additionally, increased interest rates may also result in less liquid property markets, limiting the Company’s ability to sell existing assets or obtain joint venture capital.

The Company reviews goodwill for impairment annually as of December 31 of each year or whenever events or changes in circumstances indicate that an impairment may exist. Given volatility in its stock price, the Company performed a quantitative assessment, and the fair value of the Company’s single reporting unit was estimated using a combination of discounted cash flow models and earnings multiples techniques. The determination of fair value using the discounted cash flow model technique requires the use of estimates and assumptions related to revenue and expense growth rates, capitalization rates, discount rates, capital expenditures and working capital levels. The determination of fair value using the earnings multiples technique requires assumptions to be made in relation to maintainable earnings and earnings multipliers. These forecasts and assumptions are highly subjective, and while we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results. Although the quantitative assessment indicated goodwill was not impaired as of December 31, 2023, given the results of our quantitative assessment, the Company is at risk for future goodwill impairment because it is reasonably possible that, among other factors, continual stock price volatility and downward pressure on the Company's market capitalization could have a material impact on one or more of the estimates and assumptions used to evaluate goodwill.

Acquisitions and Dispositions

In 2023, the Company acquired two medical office buildings. The total purchase price of the acquisitions was $43.0 million and the weighted average capitalization rate for these investments was 6.5%.

The Company disposed of 39 properties in 2023 for sales prices totaling $787.0 million, including a regional corporate office and one property contributed into a joint venture in which the Company maintains a non-controlling interest. These transactions yielded net cash proceeds of $687.6 million, net of $36.9 million of closing costs and related adjustments, $58.7 million in Company financed notes and $3.8 million of retained joint venture interests. The weighted average capitalization rate for these properties was 6.5%. The Company calculates the capitalization rate for dispositions as the in-place cash net operating income divided by the sales price.

See the Company's discussion of its 2023 acquisition and disposition activity in Note 5 to the Consolidated Financial Statements.

Development and Redevelopment Activity

The table below details the Company’s activity related to its active development and redevelopment projects as of December 31, 2023. The information included in the table below represents management’s estimates and expectations at December 31, 2023, which are subject to change. The Company’s disclosures regarding certain projections or estimates may not reflect actual results.

ESTIMATED REMAINING FUNDINGS · ESTIMATED TOTAL INVESTMENT · APPROXIMATE SQUARE FEET
Dollars in thousands · NUMBER OF PROPERTIES · TOTAL FUNDED DURING THE YEAR · TOTAL AMOUNT FUNDED
Development Activity
Nashville, TN1$11,971$37,330$6,670$44,000106,194
Orlando, FL 1216,04732,68032,32065,000156,566
Raleigh, NC119,76633,39219,20852,600120,694
Phoenix, AZ121,34121,34132,65954,000101,000
Total$69,125$124,743$90,857$215,600484,454
Redevelopment Activity
Washington, DC37,91810,77610,42421,200259,290
Houston, TX34,6985,68324,31730,000314,861
Charlotte, NC23,6273,89014,81018,700169,135
Washington, DC14,2704,7835,29510,07857,323
Total$20,513$25,132$54,846$79,978800,609

1 This project is funded through a construction note receivable.

The Company funded an additional $22.6 million related to ongoing tenant improvements at previously completed projects.

The Company is in the planning stages with several health systems and developers regarding new development and redevelopment opportunities and one or more could begin in 2024. Total costs to develop or redevelop a typical medical office building can vary depending on the scope of the project, market rental terms, parking configuration, building amenities, asset type and geographic location.

The Company’s disclosures regarding certain estimates or projections may not be indicative of actual results.

Security Deposits and Letters of Credit

As of December 31, 2023, the Company held approximately $38.5 million in letters of credit and security deposits for the benefit of the Company in the event the obligated tenant fails to perform under the terms of its respective lease. Generally, the Company may, at its discretion and upon notification to the tenant, draw upon these instruments if there are any defaults under the leases.

Expiring Leases

The Company expects that approximately 15% to 20% of the leases in its portfolio will expire each year. In-place leases have a weighted average lease term of 8.5 years and a weighted average remaining lease term of 4.2 years. Demand for well-located real estate with complementary practice types and services remains consistent, and the Company's 2023 quarterly tenant retention statistics ranged from 74% to 79%. In 2024, the Company has 1,546 leases totaling 5.0 million square feet in its multi-tenant portfolio that are scheduled to expire. Of those leases, 74% are in on-campus buildings, which, in our experience, tend to have high tenant retention rates between 75% to 90%. See additional information regarding expiring single-tenant leases under the heading "Single-Tenant Leases" below.

The Company continues to emphasize its contractual rent increases for in-place leases. As of December 31, 2023 and 2022, the Company's contractual rental rate growth averaged 2.82% and 2.77%, respectively, for in-place leases. In addition, the Company continued to see strong quarterly weighted average rental rate growth for renewing leases ("cash leasing spread") and expects the majority of its renewal rates to increase between 3.0% and 4.0%. In 2023, cash leasing spreads averaged 2.6%.

In a further effort to maximize revenue growth and reduce its exposure to key expenses such as taxes and utilities, the Company carefully manages its balance of lease types. Gross leases, wherein the Company has full exposure to all operating expenses, comprise 8% of its lease portfolio. Modified gross or base year leases, in which the Company and tenant both pay a share of operating expenses, comprise 28% of the Company's leased portfolio. Net leases, in which tenants pay substantially all operating expenses, total 59% of the leased portfolio. Absolute net leases, in which tenants pay substantially all the building's operating and capital expenses, comprise 5%.

Capital Expenditures

Capital expenditures are long-term investments made to maintain and improve the physical and aesthetic attributes of the Company's owned properties. Examples of such improvements include, but are not limited to, material changes to, or the full replacement of, major building systems (exterior facade, building structure, roofs, elevators, mechanical systems, electrical systems, energy management systems, upgrades to existing systems for improved efficiency) and common area improvements (furniture, signage and artwork, bathroom fixtures and finishes, exterior landscaping, parking lots or garages). These additions are capitalized into the gross investment of a property and then depreciated over their estimated useful lives, typically ranging from 7 to 20 years. Capital expenditures specifically do not include recurring maintenance expenses, whether direct or indirect, related to the upkeep and maintenance of major building systems or common area improvements. Capital expenditures also do not include improvements related to a specific tenant suite, unless the improvement is part of a major building system or common area improvement.

The Company invested $47.7 million, or $1.24 per square foot, in capital expenditures in 2023 and $48.9 million, or $1.21 per square foot, in capital expenditures in 2022. As a percentage of cash net operating income, 2023 and 2022 capital expenditures were 5.8% and 8.5%, respectively. For a reconciliation of cash net operating income, see "Same Store Cash NOI" in the "Non-GAAP Financial Measures and Key Performance Indicators" section as part of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations included in Part II of this report.

Tenant Improvements

The Company may invest in tenant improvements for the purpose of refurbishing or renovating tenant space. The Company categorizes these expenditures into first and second generation tenant improvements. As of December 31, 2023, the Company had commitments of approximately $222.4 million that are expected to be spent on tenant improvements throughout the portfolio, excluding development properties currently under construction.

First Generation Tenant Improvements & Planned Capital Expenditures for Acquisitions

First generation tenant improvements and planned capital expenditures for acquisition spending totaled $38.7 million and $46.4 million for the years ended December 31, 2023 and 2022, respectively. First generation tenant improvements include build out costs related to suite space in shell condition. Planned capital expenditures for acquisitions include expected near-term fundings that were contemplated as part of the acquisition.

Second Generation Tenant Improvements

Second generation tenant improvements spending totaled $63.5 million in 2023, or 7.7% of total cash net operating income. In 2022, this spending totaled $33.6 million, or 5.8% of total cash net operating income.

If the cost of a tenant improvement project exceeds a tenant improvement allowance, the Company generally offers the tenant the option to finance the excess over the lease term with interest or to reimburse the overage to the Company in a lump sum. In either case, such overages are amortized by the Company as rental income over the term of the lease. Interest earned on tenant overages is included in other operating income in the Company's Consolidated Statements of Operations. The first and second generation tenant overage amount amortized to rent, including interest, totaled approximately $8.4 million in 2023, $7.5 million in 2022, and $5.9 million in 2021.

Second generation, multi-tenant tenant improvement commitments in 2023 for renewals averaged $1.78 per square foot per lease year, ranging quarterly from $1.64 to $1.89. In 2022, these commitments averaged $1.76 per square foot per lease year, ranging quarterly from $1.46 to $1.90. In 2021, these commitments averaged $1.53 per square foot per lease year, ranging quarterly from $1.27 to $1.87.

Second generation, multi-tenant tenant improvement commitments in 2023 for new leases averaged $5.69 per square foot per lease year, ranging quarterly from $4.44 to $7.11. In 2022, these commitments averaged $5.74 per square foot per lease year, ranging quarterly from $4.84 to $7.07. In 2021, these commitments averaged $5.39 per square foot per lease year, ranging quarterly from $4.74 to $5.96.

Leasing Commissions

In certain markets, the Company may pay leasing commissions to real estate brokers who represent either the Company or prospective tenants, with commissions generally equating to 4% to 6% of the gross lease value for new leases and 2% to 4% of the gross lease value for renewal leases. In addition, the Company pays its leasing employees incentive compensation when leases are executed that meet certain leasing thresholds. External leasing commissions are amortized to property operating expense, and internal leasing costs are amortized to general and administrative expense in the Company's Consolidated Statements of Operations. In 2023, the Company paid leasing commissions of approximately $35.9 million, or $0.93 per square foot. In 2022, the Company paid leasing commissions of approximately $22.9 million, or $0.57 per square foot. As a percentage of total cash net operating income, leasing commissions paid for 2023 and 2022 were 4.3% and 4.0%, respectively. The amount of leasing commissions amortized over the term of the applicable leases totaled $13.8 million, $11.0 million and $9.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Rent Abatements

Rent abatements, which generally take the form of deferred rent, are sometimes used to help induce a potential tenant to lease space in the Company's properties. Such abatements, when made, are amortized by the Company on a straight-line basis against rental income over the lease term. Rent abatements for 2023 totaled approximately $14.3 million, or $0.37 per square foot. Rent abatements for 2022 totaled approximately $14.8 million, or $0.37 per square foot. Rent abatements for 2021 totaled approximately $4.6 million, or $0.27 per square foot.

Single-Tenant Leases

As of December 31, 2023, the Company had a total of 125 single-tenant buildings, with a weighted average lease term of 11.4 years and a weighted average remaining lease term of 5.2 years.

Twenty-one single-tenant buildings have leases that expire in 2024. Eleven of these leases have been renewed. The Company is in negotiations with eight of the tenants and expects the leases to be renewed or the building to be immediately backfilled. The Company expects the tenants of two of these single-tenant buildings to vacate the buildings upon lease expiration. One of these buildings is part of a planned redevelopment and the other is expected to be leased or sold. The expected lost revenue from these expirations in 2024 is $3.8 million.

Operating Leases

As of December 31, 2023, the Company was obligated to make rental payments under operating lease agreements consisting primarily of ground leases related to 157 real estate investments, excluding those ground leases the Company has prepaid. As of December 31, 2023, the Company had 232 properties totaling 16.9 million square feet that were held under ground leases with a remaining weighted average term of 64.9 years, including renewal options. These ground leases typically have initial terms of 50 to 75 years with one or more renewal options extending the terms to 75 to 100 years, with expiration dates through 2119.

Purchase Options

The Company had approximately $111.1 million in real estate properties as of December 31, 2023 that were subject to exercisable purchase options. The Company has approximately $1.1 billion in real estate properties that are subject to purchase options that will become exercisable after 2023. Additional information about the amount and basis for determination of the purchase price is detailed in the table below (dollars in thousands):

YEAR EXERCISABLENUMBER OF PROPERTIESGROSS REAL ESTATE INVESTMENT AS OF DECEMBER 31, 2023 1
Current 26$111,074
2024——
2025593,813
20266181,696
20274110,537
20285134,227
2029381,855
2030——
20314108,936
2032224,629
2033——
2034 and thereafter 39320,771
Total44$1,167,538

1 Purchase option prices are based on fair market value components that are determined by an appraisal process, except for three properties totaling $45.3 million with stated prices or prices based on fixed capitalization rates.

2 These purchase options have been exercisable for an average of 13.9 years.

3 Includes two medical office buildings that are recorded in the line item Investment in financing receivable, net on the Company's Consolidated Balance Sheet.

Debt Management

The Company maintains a conservative and flexible capital structure that allows it to fund new investments and operate its existing portfolio. The Company has approximately$70.8 millionof mortgage notes payable, most of which were assumed when the Company acquired properties. The Company has approximately$24.1 million of mortgage notes payable that will mature in 2024. The Company will repay mortgages with cash on hand or borrowings under the Unsecured Credit Facility. See additional information in Liquidity and Capital Resources - Financing Activities.

Impact of Inflation

The Company is subject to the risk of inflation as most of its revenues are derived from long-term leases. Most of the Company's leases provide for fixed increases in base rents or increases based on the Consumer Price Index and require the tenant to pay all or some portion of increases in operating expenses. The Company believes that these provisions mitigate the impact of inflation. However, there can be no assurance that the Company's ability to increase rents or recover operating expenses will keep pace with inflation. The Company's leases have a weighted average lease term remaining of approximately 4.2 years. The Company has 94.9% of leases that provide for fixed base rent increases and 5.1% that provide for Consumer Price Index-based rent increases as of December 31, 2023.

New Accounting Pronouncements

See Note 1 to the Consolidated Financial Statements for information on new accounting standards including both standards that the Company adopted during the year and those that have not yet been adopted. The Company continues to evaluate the impact of the new standards that have not yet been adopted.

Other Items Impacting Operations

General and administrative expenses will fluctuate quarter-to-quarter. In the first quarter of each year, general and administrative expense include increases for certain expenses such as payroll taxes and healthcare savings account fundings. The Company expects these customary expenses to increase by approximately $0.9 million in the first quarter of 2024. Approximately $0.6 million is not expected to recur in subsequent quarters in 2024.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

The Company’s consolidated results of operations for 2023 compared to 2022 were significantly impacted by the Merger, acquisitions, dispositions, gain on sales and impairment charges recorded on real estate properties, and capital markets transactions.

Revenues

Rental income increased $401.7 million, or 44.3%, to approximately $1.3 billion compared to $907.5 million in the prior year as a result of the following:

Impact from the Merger contributed $377.0 million.

Acquisitions in 2022 and 2023 contributed $19.4 million.

Leasing activity contributed $21.5 million.

Dispositions in 2022 and 2023 resulted in a decrease of $16.2 million.

Interest income increased $5.7 million, or 49.3%, from the prior year primarily as result of notes receivables assumed in the Merger and notes receivables entered into with a buyer upon disposition of properties during 2023.

Other operating income increased $3.7 million, or 27.3%, from the prior year primarily as a result of income from transient parking and management fees assumed with the Merger.

Expenses

Property operating expenses increased $156.4 million, or 45.5%, from the prior year primarily as a result of the following activity:

Impact from the Merger resulted in an increase of $130.9 million.

Acquisitions in 2022 and 2023 resulted in an increase of $8.9 million.

Increases in portfolio operating expenses as follows:

Utilities expense of $7.0 million;

Administrative, leasing commissions, and other legal expense of $5.7 million;

Maintenance and repair expense of $4.9 million;

Janitorial expense of $1.9 million; and

Security expense of $0.1 million.

Dispositions in 2022 and 2023 resulted in a decrease of $1.7 million.

Property tax expense decreased $1.0 million.

Insurance expense decreased $0.3 million.

General and administrative expenses increased approximately $5.7 million, or 10.8%, from the prior year primarily as a result of the following activity:

Net increases, primarily due to impacts from the Merger, including professional fees, audit services, insurance, travel and other administrative costs, of $5.6 million.

Payroll and related expenses of $1.5 million, of which $1.3 million was related to severance.

Decrease in non-cash compensation incentive expense of $1.4 million.

The Company incurred Merger-related costs of $(2.0) million and $103.4 million, respectively, for the years ended December 31, 2023 and 2022, which were included within Merger-related costs in results of operations. The Merger-related costs primarily consisted of legal, consulting, severance, and banking services, and for the year ended December 31, 2023, included a refund of $17.8 million for transfer taxes paid during the year ended December 31, 2022.

Depreciation and amortization expense increased $277.6 million, or 61.3%, from the prior year primarily as a result of the following activity:

Impact from the Merger, including purchase accounting fair value adjustments, resulted in an increase of $251.2 million.

Acquisitions in 2022 and 2023 resulted in an increase of 9.8 million.

Various building and tenant improvement expenditures caused an increase of $28.3 million.

Dispositions in 2022 and 2023 resulted in a decrease of $1.1 million.

Assets that became fully depreciated resulted in a decrease of $10.6 million.

Other Income (Expense)

Other income (expense), as an expense increased $400.7 million, or 621.1%, from the prior year mainly due to the following activity:

Gain on Sales of Real Estate Properties

Gain on sales of real estate properties totaling approximately $77.5 million and $270.3 million are associated with the sales of 12 and ten real estate properties during 2023 and 2022, respectively.

Interest Expense

Interest expense increased$111.9 million for the year ended December 31, 2023 compared to the prior year. The components of interest expense are as follows:

CHANGE
Dollars in thousands20232022$%
Contractual interest$208,305$118,085$90,22076.4%
Net discount/premium accretion38,94118,22720,714113.6%
Debt issuance costs amortization5,5884,2561,33231.3%
Amortization of interest rate swap settlement168168——%
Amortization of treasury hedge settlement427427——%
Fair value derivative4,4124,0573558.8%
Interest cost capitalization(2,961)(1,409)(1,552)110.1%
Interest on lease liabilities3,7042,88082428.6%
Total interest expense$258,584$146,691$111,89376.3%

Contractual interest increased $90.2 million, or 76.4%, primarily as a result of the following activity:

Senior notes and unsecured term loans assumed in the Merger accounted for an increase of approximately $54.7 million.

New unsecured term loans executed with the amended credit facility accounted for an increase of approximately $30.1 million.

The Company's Unsecured Term Loans due 2024 and due 2026, accounted for an increase of approximately $11.9 million.

The Unsecured Credit Facility accounted for an increase of approximately $10.4 million.

Active interest rate derivatives accounted for a decrease of $16.6 million.

Mortgage note repayments, net of assumptions, accounted for a decrease of approximately $0.3 million.

Impairment of Real Estate Assets and Credit Loss Reserves

Impairment of real estate assets in 2023 totaling approximately $149.7 million is associated with completed or planned disposition activity. Additionally, the Company recorded $5.2 million of credit loss reserves on its mortgage notes receivable.

Impairment of real estate assets in 2022 totaling approximately $54.4 million is associated with completed or planned disposition activity.

Equity income (loss) from unconsolidated joint ventures

The Company recognizes its proportionate share of losses from its unconsolidated joint ventures. The losses are primarily attributable to non-cash depreciation expense. See Note 5 for more details regarding the Company's unconsolidated joint ventures.

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

The Company's discussion regarding the comparison of the year ended December 31, 2022 compared to the year ended December 31, 2021 was previously disclosed beginning on page 39 of the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023, and is incorporated herein by reference.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.