Merger; significant transaction costs and/or unknown or inestimable liabilities; risks related to future opportunities and plans for the Company, including the uncertainty of expected future financial performance and results of the Company; the possibility that, if the Company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of the Company’s common stock could decline; general adverse economic and local real estate conditions; changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of REITs and changes to laws governing the healthcare industry; the availability of capital; changes in interest rates; competition in the real estate industry; the supply and demand for operating properties in the Company’s proposed market areas; changes in accounting principles generally accepted in the US; policies and guidelines applicable to REITs; the availability of properties to acquire; the availability of financing; pandemics and other health concerns, and the measures intended to prevent their spread and the potential material adverse effect these matters may have on the Company’s business, results of operations, cash flows and financial condition. Additional information concerning the Company and its business, including additional factors that could materially and adversely affect the Company’s financial results, include, without limitation, the risks described under Part I, Item 1A - Risk Factors, in the Company’s 2023 Annual Report on Form 10-K and in its other filings with the SEC.
HEALTHCARE REALTY TRUST INCORPORATED
HEALTHCAREREALTY.COM | PAGE 4 OF 8
Consolidated Balance Sheets
DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA
ASSETS
3Q 2024
2Q 2024
1Q 2024
4Q 2023
3Q 2023
Real estate properties
Land
$1,195,116
$1,287,532
$1,342,895
$1,343,265
$1,387,821
Buildings and improvements
10,074,504
10,436,218
10,902,835
10,881,373
11,004,195
Lease intangibles
718,343
764,730
816,303
836,302
890,273
Personal property
9,246
12,501
12,720
12,718
12,686
Investment in financing receivables, net
123,045
122,413
122,001
122,602
120,975
Financing lease right-of-use assets
77,728
81,401
81,805
82,209
82,613
Construction in progress
125,944
97,732
70,651
60,727
85,644
Land held for development
52,408
59,871
59,871
59,871
59,871
Total real estate investments
12,376,334
12,862,398
13,409,081
13,399,067
13,644,078
Less accumulated depreciation and amortization
(2,478,544)
(2,427,709)
(2,374,047)
(2,226,853)
(2,093,952)
Total real estate investments, net
9,897,790
10,434,689
11,035,034
11,172,214
11,550,126
Cash and cash equivalents 1
22,801
137,773
26,172
25,699
24,668
Assets held for sale, net
156,218
34,530
30,968
8,834
57,638
Operating lease right-of-use assets
259,013
261,976
273,949
275,975
323,759
Investments in unconsolidated joint ventures
417,084
374,841
309,754
311,511
325,453
Other assets, net and goodwill
491,679
559,818
605,047
842,898
822,084
Total assets
$11,244,585
$11,803,627
$12,280,924
$12,637,131
$13,103,728
LIABILITIES AND STOCKHOLDERS' EQUITY
3Q 2024
2Q 2024
1Q 2024
4Q 2023
3Q 2023
Liabilities
Notes and bonds payable
$4,957,796
$5,148,153
$5,108,279
$4,994,859
$5,227,413
Accounts payable and accrued liabilities
197,428
195,884
163,172
211,994
204,947
Liabilities of properties held for sale
7,919
1,805
700
295
3,814
Operating lease liabilities
229,925
230,601
229,223
229,714
273,319
Financing lease liabilities
71,887
75,199
74,769
74,503
74,087
Other liabilities
180,283
177,293
197,763
202,984
211,365
Total liabilities
5,645,238
5,828,935
5,773,906
5,714,349
5,994,945
Redeemable non-controlling interests
3,875
3,875
3,880
3,868
3,195
Stockholders' equity
Preferred stock, $0.01 par value; 200,000 shares authorized
—
—
—
—
—
Common stock, $0.01 par value; 1,000,000 shares authorized
3,558
3,643
3,815
3,810
3,809
Additional paid-in capital
9,198,004
9,340,028
9,609,530
9,602,592
9,597,629
Accumulated other comprehensive (loss) income
(16,963)
6,986
4,791
(10,741)
17,079
Cumulative net income attributable to common stockholders
481,155
574,178
717,958
1,028,794
1,069,327
Cumulative dividends
(4,150,328)
(4,037,693)
(3,920,199)
(3,801,793)
(3,684,144)
Total stockholders' equity
5,515,426
5,887,142
6,415,895
6,822,662
7,003,700
Non-controlling interest
80,046
83,675
87,243
96,252
101,888
Total Equity
5,595,472
5,970,817
6,503,138
6,918,914
7,105,588
Total liabilities and stockholders' equity
$11,244,585
$11,803,627
$12,280,924
$12,637,131
$13,103,728
12Q 2024 cash and cash equivalents includes $96.0 million of proceeds held in a cash escrow account from a portfolio disposition that closed on June 28, 2024 and was received by the Company on July 1, 2024.
HEALTHCARE REALTY TRUST INCORPORATED
HEALTHCAREREALTY.COM | PAGE 5 OF 8
Consolidated Statements of Income
DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA
3Q 2024
2Q 2024
1Q 2024
4Q 2023
3Q 2023
Revenues
Rental income 1
$306,499
$308,135
$318,076
$322,076
$333,335
Interest income
3,904
3,865
4,538
4,422
4,264
Other operating
5,020
4,322
4,191
3,943
4,661
315,423
316,322
326,805
330,441
342,260
Expenses
Property operating
120,232
117,719
121,078
121,362
131,639
General and administrative
20,124
14,002
14,787
14,609
13,396
Normalizing items 2
(6,861)
—
—
(1,445)
—
Normalized general and administrative
13,263
14,002
14,787
13,164
13,396
Transaction costs
719
431
395
301
769
Merger-related costs
—
—
—
1,414
7,450
Depreciation and amortization
163,226
173,477
178,119
180,049
182,989
304,301
305,629
314,379
317,735
336,243
Other income (expense)
Interest expense before merger-related fair value
(50,465)
(52,393)
(50,949)
(52,387)
(55,637)
Merger-related fair value adjustment
(10,184)
(10,064)
(10,105)
(10,800)
(10,667)
Interest expense
(60,649)
(62,457)
(61,054)
(63,187)
(66,304)
Gain on sales of real estate properties and other assets
39,310
38,338
22
20,573
48,811
Gain on extinguishment of debt
—
—
—
—
62
Impairment of real estate assets and credit loss reserves
(84,394)
(132,118)
(15,937)
(11,403)
(56,873)
Impairment of goodwill
—
—
(250,530)
—
—
Equity income (loss) from unconsolidated joint ventures
208
(146)
(422)
(430)
(456)
Interest and other (expense) income, net
(132)
(248)
275
65
139
(105,657)
(156,631)
(327,646)
(54,382)
(74,621)
Net (loss) income
$(94,535)
$(145,938)
$(315,220)
$(41,676)
$(68,604)
Net loss (income) attributable to non-controlling interests
1,512
2,158
4,384
1,143
760
Net (loss) income attributable to common stockholders
$(93,023)
$(143,780)
$(310,836)
$(40,533)
$(67,844)
Basic earnings per common share
$(0.26)
$(0.39)
$(0.82)
$(0.11)
$(0.18)
Diluted earnings per common share
$(0.26)
$(0.39)
$(0.82)
$(0.11)
$(0.18)
Weighted average common shares outstanding - basic
358,960
372,477
379,455
379,044
378,925
Weighted average common shares outstanding - diluted 3
358,960
372,477
379,455
379,044
378,925
1In 2Q 2024, rental income was reduced by $3.0 million for Steward Health revenue reserves. This consisted of $2.2 million for April and prepetition rent for May as well as $0.8 million for March. In addition, the Company reversed $2.2 million of straight-line rent receivable against rental income.
23Q 2024 and 4Q 2023 normalizing items primarily include severance-related costs.
3Potential common shares are not included in the computation of diluted earnings per share when a loss exists, as the effect would be an antidilutive per share amount. As a result, the outstanding limited partnership units in the Company's operating partnership ("OP"), totaling 3,649,637 units were not included.
HEALTHCARE REALTY TRUST INCORPORATED
HEALTHCAREREALTY.COM | PAGE 6 OF 8
Reconciliation of FFO, Normalized FFO and FAD 1,2,3
DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA
3Q 2024
2Q 2024
1Q 2024
4Q 2023
3Q 2023
Net loss attributable to common stockholders
$(93,023)
$(143,780)
$(310,836)
$(40,533)
$(67,844)
Net loss attributable to common stockholders/diluted share 3
$(0.26)
$(0.39)
$(0.82)
$(0.11)
$(0.18)
Gain on sales of real estate assets
(39,148)
(33,431)
(22)
(20,573)
(48,811)
Impairments of real estate assets
37,632
120,917
15,937
11,403
56,873
Real estate depreciation and amortization
167,821
177,350
181,161
182,272
185,143
Non-controlling loss from operating partnership units
(1,372)
(2,077)
(4,278)
(491)
(841)
Unconsolidated JV depreciation and amortization
5,378
4,818
4,568
4,442
4,421
FFO adjustments
$170,311
$267,577
$197,366
$177,053
$196,785
FFO adjustments per common share - diluted
$0.47
$0.71
$0.51
$0.46
$0.51
FFO
$77,288
$123,797
$(113,470)
$136,520
$128,941
FFO per common share - diluted 4
$0.21
$0.33
$(0.30)
$0.36
$0.34
Transaction costs
719
431
395
301
769
Merger-related costs
—
—
—
1,414
7,450
Lease intangible amortization
(10)
129
175
261
213
Non-routine legal costs/forfeited earnest money received
306
465
—
(100)
—
Debt financing costs
—
—
—
—
(62)
Restructuring and severance-related charges
6,861
—
—
1,445
—
Credit losses and gains on other assets, net 5
46,600
8,525
—
—
—
Impairment of goodwill
—
—
250,530
—
—
Merger-related fair value adjustment
10,184
10,064
10,105
10,800
10,667
Unconsolidated JV normalizing items 6
101
89
87
89
90
Normalized FFO adjustments
$64,761
$19,703
$261,292
$14,210
$19,127
Normalized FFO adjustments per common share - diluted
$0.18
$0.05
$0.68
$0.04
$0.05
Normalized FFO
$142,049
$143,500
$147,822
$150,730
$148,068
Normalized FFO per common share - diluted
$0.39
$0.38
$0.39
$0.39
$0.39
Non-real estate depreciation and amortization
276
313
485
685
475
Non-cash interest amortization, net 7
1,319
1,267
1,277
1,265
1,402
Rent reserves, net 8
(27)
1,261
(151)
1,404
442
Straight-line rent income, net
(5,771)
(6,799)
(7,633)
(7,872)
(8,470)
Stock-based compensation
4,064
3,383
3,562
3,566
2,556
Unconsolidated JV non-cash items 9
(376)
(148)
(122)
(206)
(231)
Normalized FFO adjusted for non-cash items
141,534
142,777
145,240
149,572
144,242
2nd generation TI
(16,951)
(12,287)
(20,204)
(18,715)
(21,248)
Leasing commissions paid
(10,266)
(10,012)
(15,215)
(14,978)
(8,907)
Building capital
(7,389)
(12,835)
(5,363)
(17,393)
(14,354)
Total maintenance capex
(34,606)
(35,134)
(40,782)
(51,086)
(44,509)
FAD
$106,928
$107,643
$104,458
$98,486
$99,733
Quarterly/dividends and OP distributions
$113,770
$118,627
$119,541
$118,897
$119,456
FFO wtd avg common shares outstanding - diluted 10
363,370
376,556
383,413
383,326
383,428
1Funds from operations (“FFO”) and FFO per share are operating performance measures adopted by NAREIT. NAREIT defines FFO as “net income (computed in accordance with GAAP) excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.”
2FFO, Normalized FFO and Funds Available for Distribution ("FAD") do not represent cash generated from operating activities determined in accordance with GAAP and are not necessarily indicative of cash available to fund cash needs. FFO, Normalized FFO and FAD should not be considered alternatives to net income attributable to common stockholders as indicators of the Company's operating performance or as alternatives to cash flow as measures of liquidity.
3Potential common shares are not included in the computation of diluted earnings per share when a loss exists, as the effect would be an antidilutive per share amount.
4For 1Q 2024, basic weighted average common shares outstanding was the denominator used in the per share calculation.
53Q 2024 includes $46.8 million of credit loss reserves and $0.2 million gain on other assets. 2Q 2024 includes $11.2 million of credit loss reserves and $2.2 million write-off of prior period Steward Health straight-line rent, offset by $4.9 million gain on other assets.
6Includes the Company's proportionate share of normalizing items related to unconsolidated joint ventures such as lease intangibles and acquisition and pursuit costs.
7Includes the amortization of deferred financing costs, discounts and premiums, and non-cash financing receivable amortization.
82Q 2024 includes $0.8 million related to the Steward Health revenue reserve for March.
9Includes the Company's proportionate share of straight-line rent, net and rent reserves, net related to unconsolidated joint ventures.
10The Company utilizes the treasury stock method, which includes the dilutive effect of nonvested share-based awards outstanding of 760,552 for the three months ended September 30, 2024. Also includes the diluted impact of 3,649,637 OP units outstanding.
HEALTHCARE REALTY TRUST INCORPORATED
HEALTHCAREREALTY.COM | PAGE 7 OF 8
Reconciliation of Non-GAAP Measures
DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA - UNAUDITED
Management considers funds from operations ("FFO"), FFO per share, normalized FFO, normalized FFO per share, and funds available for distribution ("FAD") to be useful non-GAAP measures of the Company's operating performance. A non-GAAP financial measure is generally defined as one that purports to measure historical financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable measure determined in accordance with GAAP. Set forth below are descriptions of the non-GAAP financial measures management considers relevant to the Company's business and useful to investors.
The non-GAAP financial measures presented herein are not necessarily identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. These measures should not be considered as alternatives to net income (determined in accordance with GAAP), as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs.
FFO and FFO per share are operating performance measures adopted by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”). NAREIT defines FFO as “net income (computed in accordance with GAAP) excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.” The Company defines Normalized FFO as FFO excluding acquisition-related expenses, lease intangible amortization and other normalizing items that are unusual and infrequent in nature. FAD is presented by adding to Normalized FFO non-real estate depreciation and amortization, deferred financing fees amortization, share-based compensation expense and rent reserves, net; and subtracting maintenance capital expenditures, including second generation tenant improvements and leasing commissions paid and straight-line rent income, net of expense. The Company's definition of these terms may not be comparable to that of other real estate companies as they may have different methodologies for computing these amounts. FFO, Normalized FFO and FAD do not represent cash generated from operating activities determined in accordance with GAAP and are not necessarily indicative of cash available to fund cash needs. FFO, Normalized FFO and FAD should not be considered an alternative to net income as an indicator of the Company’s operating performance or as an alternative to cash flow as a measure of liquidity. FFO, Normalized FFO and FAD should be reviewed in connection with GAAP financial measures.
Management believes FFO, FFO per share, Normalized FFO, Normalized FFO per share, and FAD provide an understanding of the operating performance of the Company’s properties without giving effect to certain significant non-cash items, including depreciation and amortization expense. Historical cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time. However, real estate values instead have historically risen or fallen with market conditions. The Company believes that by excluding the effect of depreciation, amortization, gains or losses from sales of real estate, and other normalizing items that are unusual and infrequent, FFO, FFO per share, Normalized FFO, Normalized FFO per share and FAD can facilitate comparisons of operating performance between periods. The Company reports these measures because they have been observed by management to be the predominant measures used by the REIT industry and by industry analysts to evaluate REITs and because these measures are consistently reported, discussed, and compared by research analysts in their notes and publications about REITs.
Cash NOI and Same Store Cash NOI are key performance indicators. Management considers these to be supplemental measures that allow investors, analysts and Company management to measure unlevered property-level operating results. The Company defines Cash NOI as rental income and less property operating expenses. Cash NOI excludes non-cash items such as above and below market lease intangibles, straight-line rent, lease inducements, lease termination fees, tenant improvement amortization and leasing commission amortization. Cash NOI is historical and not necessarily indicative of future results.
Same Store Cash NOI compares Cash NOI for stabilized properties. Stabilized properties are properties that have been included in operations for the duration of the year-over-year comparison period presented. Accordingly, stabilized properties exclude properties that were recently acquired or disposed of, properties classified as held for sale, properties undergoing redevelopment, and newly redeveloped or developed properties.
The Company utilizes the redevelopment classification for properties where management has approved a change in strategic direction for such properties through the application of additional resources including an amount of capital expenditures significantly above routine maintenance and capital improvement expenditures.
Any recently acquired property will be included in the same store pool once the Company has owned the property for eight full quarters. Newly developed or redeveloped properties will be included in the same store pool eight full quarters after substantial completion.