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Healthcare Realty Trust Inc

For the period ended Mar 31, 2025. Filed May 1, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 1, 2025

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

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

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Item 5. Other information

Operating cash flows outflows related to operating leases$4,492$4,040
Operating cash flows outflows related to financing leases$543$563
Financing cash flows outflows related to financing leases$134$110
Weighted-average years remaining lease term (excluding renewal options) - operating leases44.045.8
Weighted-average years remaining lease term (excluding renewal options) - finance leases57.557.7
Weighted-average discount rate - operating leases5.7%5.7%
Weighted-average discount rate - finance leases5.0%5.0%

Note 4. Notes and Bonds Payable

The table below details the Company’s notes and bonds payable as of March 31, 2025 and December 31, 2024.

MATURITY DATE · BALANCE 1 AS OF · EFFECTIVE INTEREST RATE as of 3/31/2025
Dollars in thousands · 3/31/2025 · 12/31/2024
$1.5 billion Unsecured Credit Facility 210/25$94,000$—5.27%
$200 million Unsecured Term Loan 35/25174,958199,8965.37%
$300 million Unsecured Term Loan 410/25289,987299,9815.37%
$150 million Unsecured Term Loan6/26149,827149,7905.37%
$200 million Unsecured Term Loan7/27199,676199,6415.37%
$300 million Unsecured Term Loan1/28298,812298,7085.37%
Senior Notes due 20255/25249,967249,8684.12%
Senior Notes due 20268/26588,837586,8244.94%
Senior Notes due 20277/27489,231488,1044.76%
Senior Notes due 20281/28298,183298,0293.85%
Senior Notes due 20302/30588,763586,0285.30%
Senior Notes due 20303/30297,294297,1902.72%
Senior Notes due 20313/31296,472296,3432.25%
Senior Notes due 20313/31671,804667,2335.13%
Mortgage notes payable12/25-12/2644,80745,1363.57% - 6.88%
$4,732,618$4,662,771

1 Balance is presented net of discounts and issuance costs and inclusive of premiums, where applicable.

2 As of March 31, 2025, the Company had $1.4 billion available to be drawn on its $1.5 billion Unsecured Credit Facility.

3 In January 2025, the Company repaid $25 million of the $200 million Unsecured term Loan.

4 In January 2025, the Company repaid $10 million of the $300 million Unsecured term Loan.

Subsequent Debt Activity

In April 2025, the Company exercised its second oftwo options to extend the maturity date of the $200 million Unsecured Term Loan due May 2025 to January 2026 for a fee of approximately $0.1 million. The loan also was amended to include a four-month extension option, resulting in a latest final maturity in May 2026.

On May 1, 2025, the Company repaid its Senior Notes due 2025 at maturity including $250 million of principal and $4.8 million of accrued interest.

Note 5. Derivative Financial Instruments

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

For derivatives designated, and that qualify, as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income (Loss) ("AOCI") and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

As of March 31, 2025, the Company had 15 outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

AMOUNTWEIGHTED AVERAGE RATE
May 2026$275,0003.74%
June 2026150,0003.83%
December 2026150,0003.84%
June 2027200,0004.27%
December 2027300,0003.93%
$1,075,0003.92%

Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the fair value of the Company's derivative financial instruments and their classification on the Condensed Consolidated Balance Sheet as of March 31, 2025 and December 31, 2024.

AS OF MARCH 31, 2025AS OF DECEMBER 31, 2024
In thousandsBALANCE SHEET LOCATIONFAIR VALUEBALANCE SHEET LOCATIONFAIR VALUE
Interest rate swaps 2019Other Assets$1,848Other Assets$2,493
Interest rate swaps 2022Other Assets188Other Assets2,250
Interest rate swaps 2022Other Liabilities(3,144)Other Liabilities(853)
Interest rate swaps 2023Other Assets201Other Assets521
Interest rate swaps 2023Other Liabilities(4,261)Other Liabilities(3,310)
Total derivatives designated as hedging instruments$(5,168)$1,101

Tabular Disclosure of the Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss)

The table below presents the effect of cash flow hedge accounting on AOCI during the three months ended March 31, 2025 and 2024 related to the Company's outstanding interest rate swaps.

(GAIN)/LOSS RECOGNIZED IN AOCI ON DERIVATIVEthree months ended March 31, · (GAIN)/LOSS RECLASSIFIED FROM AOCI INTO INCOMEthree months ended March 31,
In thousands · 2025 · 2024 · 2025 · 2024
Interest rate swaps$5,178$(19,611)Interest expense$(1,090)$(4,014)
Settled treasury hedges——Interest expense107107
Settled interest rate swaps——Interest expense4242
$5,178$(19,611)Total interest expense$(941)$(3,865)

The Company estimates that an additional$0.2 million will be reclassified from accumulated other comprehensive loss as a net decrease to interest expense over the next 12 months.

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision that provides if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

As of March 31, 2025, the fair value of derivatives in anet liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $5.2 million. As of March 31, 2025, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions.

Note 6. Commitments and Contingencies

Legal Proceedings

From time to time, the Company is involved in litigation arising in the ordinary course of business. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

Note 7. Stockholders' Equity

Common Stock

The following table provides a reconciliation of the beginning and ending shares of common stock outstanding for the three months ended March 31, 2025, and the twelve months ended December 31, 2024:

THREE MONTHS ENDED MARCH 31, 2025TWELVE MONTHS ENDED DECEMBER 31, 2024
Balance, beginning of period350,532,006380,964,433
Issuance of common stock—8,623
Conversion of OP units to common stock—194,767
Shares Repurchased—(30,794,250)
Non-vested share-based awards, net of withheld shares and forfeitures464,163158,433
Balance, end of period350,996,169350,532,006

Common Stock Dividends

During the three months ended March 31, 2025, the Company declared and paid common stock dividends totaling $0.31 per share. On May 1, 2025, the Company declared a quarterly common stock dividend in the amount of $0.31 per share payable on May 23, 2025 to stockholders of record on May 12, 2025.

Common Stock Repurchases

On October 29, 2024, the Company's Board of Directors authorized the repurchase of up to $300.0 million of outstanding shares of the Company's common stock, superseding the previous stock repurchase authorization. The stock repurchase authorization expires on October 28, 2025, and the Company may suspend or terminate repurchases at any time without prior notice. As of December 31, 2024, the Company had repurchased 3,679,162 shares for $63.0 million under this authorization. The Company has not repurchased shares in 2025. As of March 31, 2025, the Company had $237.0 million remaining under this authorization.

Earnings Per Common Share

The Company uses the two-class method of computing net earnings per common share. The Company's non-vested share-based awards are considered participating securities pursuant to the two-class method.

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2025 and 2024.

THREE MONTHS ENDED MARCH 31,
Dollars in thousands, except per share data20252024
Weighted average common shares outstanding
Weighted average common shares outstanding350,758,618381,335,208
Non-vested shares(1,219,619)(1,880,401)
Weighted average common shares outstanding - basic349,538,999379,454,807
Weighted average common shares outstanding - basic349,538,999379,454,807
Dilutive effect of OP Units——
Weighted average common shares outstanding - diluted349,538,999379,454,807
Net loss$(45,389)$(315,220)
Income allocated to participating securities(612)(693)
Loss attributable to non-controlling interest5164,384
Adjustment to loss attributable to non-controlling interest for legally outstanding restricted units(17)(1,341)
Net loss applicable to common stockholders - basic and diluted$(45,502)$(312,870)
Basic earnings per common share - net loss$(0.13)$(0.82)
Diluted earnings per common share - net loss$(0.13)$(0.82)

The effect of OP Units redeemable for 3,665,625 shares of common stock for the three months ended March 31, 2025 were excluded from the calculation of diluted loss per common share because the effect was anti-dilutive due to the loss from continuing operations incurred during those periods.

Stock Incentive Plan

The Company's stock incentive plan (the "Incentive Plan") permits the grant of incentive awards to its employees and directors in any of the following forms: options, stock appreciation rights, restricted stock, restricted or deferred stock units, performance awards, dividend equivalents, or other stock-based awards, including units in the OP.

Equity Incentive Plans

During the three months ended March 31, 2025, the Company made the following equity awards under the Incentive Plan:

During the first quarter of 2025, the Company granted non-vested stock awards to its named executive officers and other members of senior management with an aggregate grant date fair value of $7.9 million, which consisted of an aggregate of 477,226 non-vested shares of common stock with vesting periods ranging from three toeight years.

On February 11, 2025, the Company granted an aggregate of 275,735 restricted stock units ("RSUs") to members of senior management, subject to athree-year performance period, with an aggregate grant date fair value of $5.4 million.

The RSUs vest based on relative total shareholder return ("TSR") and were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $19.47 for the February 2025 grant using the following assumptions:

Volatility28.0%
Dividend assumptionAccrued
Expected term3 years
Risk-free rate4.35%
Stock price (per share)$16.17

The Company records amortization expense based on the Monte Carlo simulation throughout the performance period.

On February 11, 2025, the Company granted an aggregate of 166,976 LTIP Series C units ("LTIP-C units") in the OP to its named executive officers with three-year forward-looking performance targets, athree-year vesting period and an aggregate grant date fair value of $1.6 million.

The LTIP-C units vest based on relative TSR and were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $9.88 for the February 2025 grant using the following assumptions:

Volatility28.0%
Dividend assumptionAccrued
Expected term3 years
Risk-free rate4.35%
Stock price (per share)$16.17

The Company records amortization expense based on the Monte Carlo simulation throughout the performance period.

The following table represents the summary of non-vested share-based awards under the Incentive Plan for the three months ended March 31, 2025, and 2024:

THREE MONTHS ENDED MARCH 31,
20252024
Share-based awards, beginning of period1,799,7372,615,562
Granted 1919,9371,475,811
Vested(39,970)(28,414)
Change in awards based on performance assessment(59,762)—
Forfeited—(19,805)
Share-based awards, end of period2,619,9424,043,154

1 LTIP-C units are issued at the maximum number of units of the award and are reflected as such in this table until the performance conditions have been satisfied, and the exact number of awards are determinable.

During the three months ended March 31, 2025 and 2024, the Company withheld 13,063 and 8,228 shares of common stock, respectively, from participants to pay estimated withholding taxes related to shares that vested.

The following table represents expected amortization of the Company's non-vested awards issued as of March 31, 2025:

Dollars in millionsFUTURE AMORTIZATION of non-vested shares
2025$9.8
202610.4
20278.2
20281.7
2029 and thereafter0.6
Total$30.7

Subsequent Activity

On April 15, 2025, the Company granted the following awards to it's CEO:

Non-vested stock awards with a grant date fair value of $5.7 million, which consisted of 366,242 non-vested shares of common stock with a vesting period offour years.

Non-vested stock awards with a grant date fair value of $1.2 million, which consisted of 74,522 non-vested shares of common stock with a vesting period ofthree years.

LTIP Series C units in the OP with three-year forward-looking performance targets and athree-year vesting period, which consisted of 347,770 units with an approximate grant date fair value of $3.9 million.

Note 8. Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practical to estimate that value.

Cash and cash equivalents - The carrying amount approximates fair value (level 1 inputs) due to the short-term maturity of these investments.

Real estate notes receivable - Real estate notes receivable are recorded in other assets on the Company's Condensed Consolidated Balance Sheets. Fair value is estimated using cash flow analyses, based on current interest rates for similar types of arrangements using level 2 inputs in the hierarchy. However, the fair value of one note receivable was determined utilizing the fair value of the receivable's collateral, which was determined based on an executed purchase and sale agreement of the underlying collateral and therefore was classified as level 1 inputs in the hierarchy.

Borrowings under the Unsecured Credit Facility and the Term Loans Due 2024 and 2026 - The carrying amount approximates fair value because the borrowings are based on variable market interest rates.

Senior Notes and Mortgage Notes payable - The fair value of notes and bonds payable is estimated using cash flow analyses, based on the Company’s current interest rates for similar types of borrowing arrangements.

Interest rate swap agreements - Interest rate swap agreements are recorded in other assets/liabilities on the Company's Condensed Consolidated Balance Sheets at fair value. Fair value is estimated by utilizing pricing models, level 2 inputs, which consider forward yield curves and discount rates. See Note 5 for additional information.

The table below details the fair values and carrying values for notes and bonds payable and real estate notes receivable as of March 31, 2025, and December 31, 2024:

March 31, 2025December 31, 2024
Dollars in millionsCARRYING VALUEFAIR VALUECARRYING VALUEFAIR VALUE
Notes and bonds payable 1, 2$4,732.6$4,670.1$4,662.8$4,578.4
Real estate notes receivable$117.8$110.3$127.2$122.4

1 Level 2 – model-derived valuations in which significant inputs and significant value drivers are observable in active markets.

2 Fair value for senior notes includes accrued interest as of March 31, 2025.

Note 9. Segment Reporting

The Company is a REIT that owns, leases, acquires, invests in joint ventures, manages, finances, develops and redevelops its medical outpatient properties and reports the operating results in the accompanying Condensed Consolidated Financial Statements asone reportable segment. The CODM assesses performance and allocates resources based on consolidated net income (loss) as reported on the Company's Condensed Consolidated Statements of Operations. The Company uses net income (loss) to monitor expected versus actual results to assess the segment's performance. The measure of the Company's reportable segment assets is reported on the Company's Condensed Consolidated Balance Sheets as total assets.

Pursuant to ASU 2023-07, Segment Reporting (Topic 280), public entities are required to disclose more detailed information about significant reportable segment expenses that are regularly provided to the CODM.

The table below details the significant expenses for the three months ended March 31, 2025, and 2024.

THREE MONTHS ENDED MARCH 31,
Dollars in thousands20252024
Significant Segment Expenses:
Property taxes$28,810$32,929
Personnel24,37924,619
Utilities21,95124,082
Maintenance28,74729,639
Totals$103,887$111,269

The following schedule reconciles net loss to segment expenses.

THREE MONTHS ENDED MARCH 31,
Dollars in thousands20252024
Revenue$298,977$326,805
Property taxes(28,810)(32,929)
Personnel(24,379)(24,619)
Utilities(21,951)(24,082)
Maintenance(28,747)(29,639)
Other segment expenses 1(24,606)(24,596)
Transaction costs(1,011)(395)
Depreciation and amortization(150,969)(178,119)
Gain on sales of real estate properties and other assets2,90422
Interest expense(54,812)(61,054)
Impairment of real estate properties and credit loss reserves(12,081)(15,937)
Impairment of goodwill—(250,530)
Equity income (loss) from unconsolidated joint ventures1(422)
Interest and other (expense) income, net95275
Net loss$(45,389)$(315,220)
  1. Other segment expenses are primarily related to administrative costs, travel, legal, technology, and insurance.
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