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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-Q
(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to

Commission File Number: 001-35568 (Healthcare Realty Trust Incorporated)

HEALTHCARE REALTY TRUST INCORPORATED
(Exact name of Registrant as specified in its charter) 
Maryland20-4738467
(State or other jurisdiction of Incorporation or organization)(I.R.S. Employer Identification No.)
3310 West End Avenue, Suite 700
Nashville, Tennessee 37203
(Address of principal executive offices)
(615) 269-8175
(Registrant's telephone number, including area code)
www.healthcarerealty.com
(Internet address)

Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value per shareHRNew York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

YesNo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    

YesNo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer Non-accelerated filer
Smaller reporting company Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YesNo





As of October 27, 2023, the Registrant had 380,874,078 shares of Common Stock outstanding.




Explanatory Note

On July 20, 2022, pursuant to that certain Agreement and Plan of Merger dated as of February 28, 2022 (the “Merger Agreement”), by and among Healthcare Realty Trust Incorporated, a Maryland corporation (now known as HRTI, LLC, a Maryland limited liability company) (“Legacy HR”), Healthcare Trust of America, Inc., a Maryland corporation (now known as Healthcare Realty Trust Incorporated) (“Legacy HTA”), Healthcare Trust of America Holdings, LP, a Delaware limited partnership (now known as Healthcare Realty Holdings, L.P.) (the “OP”), and HR Acquisition 2, LLC, a Maryland limited liability company (“Merger Sub”), Merger Sub merged with and into Legacy HR, with Legacy HR continuing as the surviving entity and a wholly-owned subsidiary of Legacy HTA (the “Merger”). Immediately following the Merger, Legacy HR converted to a Maryland limited liability company and changed its name to “HRTI, LLC” and Legacy HTA changed its name to “Healthcare Realty Trust Incorporated”. In addition, the equity interests of Legacy HR were contributed by means of a contribution and assignment agreement to the OP, and Legacy HR became a wholly-owned subsidiary of the OP. As a result, Legacy HR became a part of an umbrella partnership REIT (“UPREIT”) structure, which is intended to align the corporate structure of the combined company after giving effect to the Merger and the UPREIT reorganization and to provide a platform for the combined company to more efficiently acquire properties in a tax-deferred manner. The combined company operates under the name “Healthcare Realty Trust Incorporated” and its shares of class A common stock, $0.01 par value per share, trade on the New York Stock Exchange under the ticker symbol “HR”.
For accounting purposes, the Merger was treated as a “reverse acquisition” in which Legacy HR was considered the accounting acquirer. As a result, the historical financial statements of the accounting acquirer, Legacy HR, became the historical financial statements of the Company, as defined below. Periodic reports for periods ending following the Merger reflect financial and other information of the Company. The acquisition was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”), which requires, among other things, the assets acquired and the liabilities assumed to be recognized at their acquisition date fair value.
For purposes of this Quarterly Report on Form 10-Q, references to the “Company” are to Legacy HR for periods prior to the closing of the Merger and thereafter to the combined company after giving effect to the Merger.
In addition, the OP has issued unsecured notes described in Note 5 to the Company's Condensed Consolidated Financial Statements included in this report. All unsecured notes are fully and unconditionally guaranteed by the Company, and the OP is 98.8% owned by the Company. Effective January 4, 2021, the Securities and Exchange Commission (the “SEC”) adopted amendments to the financial disclosure requirements which permit subsidiary issuers of obligations guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and the security is guaranteed fully and unconditionally by the parent. Accordingly, separate consolidated financial statements of the OP have not been presented.
Additionally, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, the Company has excluded the summarized financial information for the OP because the assets, liabilities, and results of operations of the OP are not materially different than the corresponding amounts in the Company's consolidated financial statements and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.



HEALTHCARE REALTY TRUST INCORPORATED
FORM 10-Q
September 30, 2023


    Table of Contents
     


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Healthcare Realty Trust Incorporated
Condensed Consolidated Balance Sheets
Amounts in thousands, except per share data
ASSETS
Unaudited
SEPTEMBER 30, 2023
DECEMBER 31, 2022
Real estate properties
Land$1,387,821 $1,439,798 
Buildings and improvements11,004,195 11,332,037 
Lease intangibles890,273 959,998 
Personal property12,686 11,907 
Investment in financing receivable, net120,975 120,236 
Financing lease right-of-use assets82,613 83,824 
Construction in progress85,644 35,560 
Land held for development59,871 74,265 
Total real estate properties13,644,078 14,057,625 
Less accumulated depreciation and amortization(2,093,952)(1,645,271)
Total real estate properties, net11,550,126 12,412,354 
Cash and cash equivalents24,668 60,961 
Assets held for sale, net57,638 18,893 
Operating lease right-of-use assets323,759 336,983 
Investments in unconsolidated joint ventures325,453 327,248 
Goodwill250,530 223,202 
Other assets, net571,554 469,990 
Total assets$13,103,728 $13,849,631 
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Notes and bonds payable$5,227,413 $5,351,827 
Accounts payable and accrued liabilities204,947 244,033 
Liabilities of assets held for sale3,814 437 
Operating lease liabilities273,319 279,895 
Financing lease liabilities74,087 72,939 
Other liabilities211,365 218,668 
Total liabilities5,994,945 6,167,799 
Commitments and contingencies
Redeemable non-controlling interests3,195 2,014 
Stockholders' equity
Preferred stock, $.01 par value per share; 200,000 shares authorized; none issued and outstanding
  
Class A Common stock, $.01 par value per share; 1,000,000 shares authorized; 380,860 and 380,590 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively
3,809 3,806 
Additional paid-in capital9,597,629 9,587,637 
Accumulated other comprehensive income 17,079 2,140 
Cumulative net income attributable to common stockholders1,069,327 1,307,055 
Cumulative dividends(3,684,144)(3,329,562)
Total stockholders' equity7,003,700 7,571,076 
Non-controlling interest101,888 108,742 
Total equity7,105,588 7,679,818 
Total liabilities and equity$13,103,728 $13,849,631 
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, are an integral part of these financial statements.


1


Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2023 and 2022
Amounts in thousands, except per share data
Unaudited
THREE MONTHS ENDED
September 30,
NINE MONTHS ENDED
September 30,
2023202220232022
Revenues
Rental income$333,335 $298,931 $987,109 $578,052 
Interest income4,264 3,366 12,711 7,253 
Other operating4,661 4,057 13,508 9,270 
342,260 306,354 1,013,328 594,575 
Expenses
Property operating131,639 112,473 379,074 226,947 
General and administrative13,396 16,741 43,796 38,317 
Acquisition and pursuit costs769 482 1,725 3,137 
Merger-related costs7,450 79,402 (3,366)92,603 
Depreciation and amortization182,989 158,117 550,661 267,889 
336,243 367,215 971,890 628,893 
Other income (expense)
Gain on sales of real estate properties48,811 143,908 56,974 197,188 
Interest expense(66,304)(53,044)(195,397)(82,248)
Gain (loss) on extinguishment of debt62 (1,091)62 (2,520)
Impairment of real estate properties and credit loss reserves(56,873) (143,510)25 
Equity loss from unconsolidated joint ventures(456)(124)(1,253)(776)
Interest and other income (expense), net139 (172)1,278 (378)
(74,621)89,477 (281,846)111,291 
Net (loss) income $(68,604)$28,616 $(240,408)$76,973 
Net loss (income) attributable to non-controlling interests760 (312)2,680 (312)
Net (loss) income attributable to common stockholders$(67,844)$28,304 $(237,728)$76,661 
Basic earnings per common share $(0.18)$0.08 $(0.63)$0.36 
Diluted earnings per common share $(0.18)$0.08 $(0.63)$0.35 
Weighted average common shares outstanding - basic378,925 328,805 378,886 209,807 
Weighted average common shares outstanding - diluted378,925 332,031 378,886 210,944 

The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, are an integral part of these financial statements.


2


Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Comprehensive Income
For the Three and Nine Months Ended September 30, 2023 and 2022
Amounts in thousands
Unaudited
THREE MONTHS ENDED
 September 30,
NINE MONTHS ENDED
September 30,
2023202220232022
Net (loss) income $(68,604)$28,616 $(240,408)$76,973 
Other comprehensive income
Interest rate swaps
Reclassification adjustments for (gains) losses included in net income (interest expense)(4,168)763 (9,874)2,672 
Gains arising during the period on interest rate swaps12,016 6,083 24,999 12,905 
7,848 6,846 15,125 15,577 
Comprehensive (loss) income (60,756)35,462 (225,283)92,550 
Less: comprehensive loss (income) attributable to non-controlling interests663 (384)2,494 (384)
Comprehensive (loss) income attributable to common stockholders$(60,093)$35,078 $(222,789)$92,166 
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, are an integral part of these financial statements.


3


Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Equity and Redeemable Non-Controlling Interests
For the Three Months Ended September 30, 2023 and 2022
Amounts in thousands, except per share data
Unaudited
Common
Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Cumulative
Net Income
Cumulative
Dividends
Total
Stockholders’
Equity
Non-controlling InterestsTotal
Equity
Redeemable Non-controlling Interests
Balance at June 30, 2023$3,808 $9,595,033 $9,328 $1,137,171 $(3,565,941)$7,179,399 $104,018 $7,283,417 $2,487 
Issuance of common stock, net of issuance costs— 33 — — — 33 — 33 — 
Common stock redemptions— 8 — — — 8 — 8 — 
Share-based compensation1 2,555 — — — 2,556 — 2,556 — 
Net loss— — — (67,844)— (67,844)(760)(68,604)— 
Reclassification adjustments for gains included in net income (interest expense)
— — (4,118)— — (4,118)(50)(4,168)— 
Gains arising during the period on interest rate swaps
— — 11,869 — — 11,869 147 12,016 — 
Contributions from redeemable non-controlling interests— — — — — — — — 710 
Dividends to common stockholders and distributions to non-controlling interest holders ($0.31 per share)
— — — — (118,203)(118,203)(1,467)(119,670)— 
Adjustments to redemption value of redeemable non-controlling interests— — — — — — — — (2)
Balance at September 30, 2023$3,809 $9,597,629 $17,079 $1,069,327 $(3,684,144)$7,003,700 $101,888 $7,105,588 $3,195 
Common
Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Cumulative
Net Income
Cumulative
Dividends
Total
Stockholders’
Equity
Non-controlling InterestsTotal
Equity
Redeemable Non-controlling Interests
Balance at June 30, 2022$1,516 $4,002,525 $(1,250)$1,314,515 $(3,139,440)$2,177,866 $ $2,177,866 $ 
Issuance of common stock, net of issuance costs— 84 — — — 84 — 84 — 
Merger consideration transferred2,289 5,574,174 — — — 5,576,463 110,702 5,687,165 — 
Non-controlling interests acquired — — — — — — 1,266 1,266 — 
Common stock redemptions— (41)— — — (41)— (41)— 
Share-based compensation1 9,716 — — — 9,717 — 9,717 — 
Redemption of non-controlling interest— 98 — — — 98 (97)1 — 
Net income— — — 28,304 — 28,304 312 28,616 — 
Reclassification adjustments for losses included in net income (interest expense)
— — 755 — — 755 8 763 — 
Gains arising during the period on interest rate swaps
— — 6,019 — — 6,019 64 6,083 — 
Dividends to common stockholders and distributions to non-controlling interest holders ($0.31 per share)
— — — — (72,052)(72,052)(442)(72,494)— 
Balance at September 30, 2022$3,806 $9,586,556 $5,524 $1,342,819 $(3,211,492)$7,727,213 $111,813 $7,839,026 $ 

The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, are an integral part of these financial statements.



4



Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Equity and Redeemable Non-Controlling Interests
For the Nine Months Ended September 30, 2023 and 2022
Amounts in thousands, except per share data
Unaudited

Common
Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Cumulative
Net Income
Cumulative
Dividends
Total
Stockholders’
Equity
Non-controlling InterestsTotal
Equity
Redeemable Non-controlling Interests
Balance at December 31, 2022$3,806 $9,587,637 $2,140 $1,307,055 $(3,329,562)$7,571,076 $108,742 $7,679,818 $2,014 
Issuance of common stock, net of issuance costs— 112 — — — 112 — 112 — 
Common stock redemptions— (1,587)— — — (1,587)— (1,587)— 
Share-based compensation3 11,467 — — — 11,470 — 11,470 — 
Net loss— — — (237,728)— (237,728)(2,680)(240,408)— 
Reclassification adjustments for gains included in net income (interest expense)
— — (9,757)— — (9,757)(117)(9,874)— 
Gains arising during the period on interest rate swaps
— — 24,696 — — 24,696 303 24,999 — 
Contributions from redeemable non-controlling interests— — — — — — — — 1,210 
Dividends to common stockholders and distributions to non-controlling interest holders ($0.93 per share)
— — — — (354,582)(354,582)(4,360)(358,942)— 
Adjustments to redemption value of redeemable non-controlling interests— — — — — — — — (29)
Balance at September 30, 2023$3,809 $9,597,629 $17,079 $1,069,327 $(3,684,144)$7,003,700 $101,888 $7,105,588 $3,195 
Common
Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Cumulative
Net Income
Cumulative
Dividends
Total
Stockholders’
Equity
Non-controlling InterestsTotal
Equity
Redeemable Non-controlling Interests
Balance at December 31, 2021$1,505 $3,972,917 $(9,981)$1,266,158 $(3,045,483)$2,185,116 $ $2,185,116 $ 
Issuance of common stock, net of issuance costs8 22,847 — — — 22,855 — 22,855 — 
Merger consideration transferred2,289 5,574,174 — — — 5,576,463 110,702 5,687,165 — 
Non-controlling interests acquired— — — — — — 1,266 1,266 — 
Common stock redemptions— (248)— — — (248)— (248)— 
Share-based compensation4 16,768 — — — 16,772 — 16,772 — 
Redemption of non-controlling interest— 98 — — — 98 (97)1 — 
Net income— — — 76,661 — 76,661 312 76,973 — 
Reclassification adjustments for losses included in net income (interest expense)
— — 2,664 — — 2,664 8 2,672 — 
Gains arising during the period on interest rate swaps
— — 12,841 — — 12,841 64 12,905 — 
Dividends to common stockholders and distributions to non-controlling interest holders ($0.93 per share)
— — — — (166,009)(166,009)(442)(166,451)— 
Balance at September 30, 2022$3,806 $9,586,556 $5,524 $1,342,819 $(3,211,492)$7,727,213 $111,813 $7,839,026 $ 

The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, are an integral part of these financial statements.


5


Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2023 and 2022
Amounts in thousands
Unaudited
OPERATING ACTIVITIES
NINE MONTHS ENDED
September 30,
20232022
Net (loss) income$(240,408)$76,973 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization550,661 267,889 
Other amortization33,822 11,875 
Share-based compensation11,470 16,772 
Amortization of straight-line rent receivable (lessor)(29,320)(12,267)
Amortization of straight-line rent on operating leases (lessee)4,600 2,016 
Gain on sales of real estate properties(56,974)(197,188)
(Gain) loss on extinguishment of debt(62)2,520 
Impairment of real estate properties and credit loss reserves143,510 (25)
Equity loss from unconsolidated joint ventures 1,253 776 
Distributions from unconsolidated joint ventures4,366 893 
Non-cash interest from financing and notes receivable(1,067)(1,901)
Changes in operating assets and liabilities:
Other assets, including right-of-use-assets(34,632)(19,230)
Accounts payable and accrued liabilities(32,060)35,769 
Other liabilities17,345 (58,213)
Net cash provided by operating activities372,504 126,659 
INVESTING ACTIVITIES
Acquisitions of real estate(48,106)(376,924)
Development of real estate(31,318)(17,572)
Additional long-lived assets(156,871)(97,797)
Funding of mortgages and notes receivable(14,597)(3,441)
Investments in unconsolidated joint ventures(3,824)(99,586)
Investment in financing receivable(310)167 
Contributions from redeemable non-controlling interests710  
Proceeds from sales of real estate properties and additional long-lived assets366,779 870,806 
Proceeds from notes receivable repayments 500 
Cash assumed in Merger, including restricted cash for special dividend payment 1,149,681 
Net cash provided by investing activities112,463 1,425,834 
FINANCING ACTIVITIES
Net repayments on unsecured credit facility(149,000)(154,400)
Borrowings on term loans 666,500 
Repayment on term loan (718,500)
Repayments of notes and bonds payable(11,988)(18,880)
Redemption of notes and bonds payable (2,184)
Dividends paid(354,171)(165,735)
Special dividend paid in relation to the Merger (1,123,648)
Net proceeds from issuance of common stock110 22,851 
Common stock redemptions(1,834)(894)
Distributions to non-controlling interest holders(3,836)(442)
Debt issuance and assumption costs(529)(12,753)
Payments made on finance leases(12) 
Net cash used in financing activities(521,260)(1,508,085)
(Decrease) increase in cash and cash equivalents(36,293)44,408 
Cash and cash equivalents at beginning of period60,961 13,175 
Cash and cash equivalents at end of period$24,668 $57,583 


6


Supplemental Cash Flow InformationNINE MONTHS ENDED
September 30,
20232022
Interest paid$185,402 $83,382 
Mortgage note receivable taken in connection with sale of real estate$45,000 $ 
Invoices accrued for construction, tenant improvements and other capitalized costs$32,590 $52,840 
Mortgage note payable assumed in connection with acquisition of real estate, net$5,284 $ 
Capitalized interest$2,077 $848 

The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, are an integral part of these financial statements.


7



Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies
Business Overview
Healthcare Realty Trust Incorporated is a real estate investment trust ("REIT") that owns, leases, manages, acquires, finances, develops and redevelops income-producing real estate properties associated primarily with the delivery of outpatient healthcare services throughout the United States. As of September 30, 2023, the Company had gross investments of approximately $13.6 billion in 663 wholly-owned real estate properties, construction in progress, redevelopments, financing receivables, financing lease right-of-use assets, land held for development and corporate property. The Company's 663 real estate properties are located in 35 states and total approximately 39.1 million square feet. The Company provided leasing and property management services to approximately 38.6 million square feet nationwide.
In addition, as of September 30, 2023, the Company had a weighted average ownership interest of approximately 44% in 34 real estate properties held in joint ventures. See Note 3 below for more details regarding the Company's unconsolidated joint ventures.
Any references to square footage or occupancy percentage, and any amounts derived from these values in these notes to the Company's Condensed Consolidated Financial Statements, are outside the scope of our independent registered public accounting firm’s review.
Basis of Presentation
For purposes of this Quarterly Report on Form 10-Q, references to the “Company” are to Legacy HR for periods prior to the closing of the Merger and thereafter to Legacy HR and Legacy HTA as the combined company after giving effect to the Merger. The Merger is described in more detail in Note 2 to these Condensed Consolidated Financial Statements. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. However, except as disclosed herein and specific disclosures included as a result of the Merger, management believes there has been no material change in the information disclosed in the Notes to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. All material intercompany transactions and balances have been eliminated in consolidation.
This interim financial information should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. In addition, the interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2023 for many reasons including, but not limited to, acquisitions, dispositions, capital financing transactions, changes in interest rates and the effects of other trends, risks and uncertainties.
Principles of Consolidation
The Company’s Condensed Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures and partnerships where the Company controls the operating activities. GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). Accounting Standards Codification (“ASC”) Topic 810, Consolidation broadly defines a VIE as an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is the VIE’s primary beneficiary, with any minority interests reflected as non-controlling interests or redeemable non-controlling interests in the accompanying Condensed Consolidated Financial Statements.


8



Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk, the disposition of all or a portion of an interest held by the primary beneficiary, or changes in facts and circumstances that impact the power to direct activities of the VIE that most significantly impacts economic performance. The Company performs this analysis on an ongoing basis.
For property holding entities not determined to be VIEs, the Company consolidates such entities in which it owns 100% of the equity or has a controlling financial interest evidenced by ownership of a majority voting interest. All intercompany balances and transactions are eliminated in consolidation. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity if it has the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements.
Healthcare Realty Holdings, L.P., a Delaware limited partnership (the "OP"), is 98.8% owned by the Company. Holders of operating partnership units (“OP Units”) are considered to be non-controlling interest holders in the OP and their ownership interests are reflected as equity on the accompanying Condensed Consolidated Balance Sheets. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity. As of September 30, 2023, there were approximately 4.7 million OP Units, or 1.2% of OP units issued and outstanding, held by non-controlling interest holders. Additionally, the Company is the primary beneficiary of this VIE. Accordingly, the Company consolidates the interests in the OP.
As of September 30, 2023, the Company had four consolidated VIEs, in addition to the OP, consisting of joint venture investments in which the Company is the primary beneficiary of the VIE based on the combination of operational control and the rights to receive residual returns or the obligation to absorb losses arising from the joint ventures. Accordingly, such joint ventures have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs, excluding the OP, in the aggregate:
(dollars in thousands)SEPTEMBER 30, 2023
Assets:
Net real estate investments$72,756 
Cash and cash equivalents1,766 
Receivables and other assets
2,594 
Total assets
$77,116 
Liabilities:
Accrued expenses and other liabilities
$16,909 
Total equity
60,207 
Total liabilities and equity
$77,116 
As of September 30, 2023, the Company had three unconsolidated VIEs consisting of two notes receivables and one joint venture. The Company does not have the power or economic interests to direct the activities of the VIEs on a stand-alone basis, and therefore it was determined that the Company was not the primary beneficiary. As a result, the Company accounts for the two notes receivables as amortized cost and a joint venture arrangement under the equity method. See below for additional information regarding the Company's unconsolidated VIEs.
(dollars in thousands) ORIGINATION DATELOCATIONSOURCECARRYING AMOUNT MAXIMUM EXPOSURE TO LOSS
2021
Houston, TX 1
Note receivable$30,797 $31,150 
2021
Charlotte, NC 1
Note receivable5,743 6,000 
2022
Texas 2
Joint venture63,579 63,579 
1Assumed mortgage note receivable in connection with the Merger.
2Includes investments in seven properties.


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
As of September 30, 2023, the Company's unconsolidated joint venture arrangements were accounted for using the equity method of accounting as the Company exercised significant influence over but did not control these entities. See Note 3 below for more details regarding the Company's unconsolidated joint ventures.
Use of Estimates in the Condensed Consolidated Financial Statements
Preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Actual results may differ from those estimates.
Reclassifications
Certain reclassifications have been made on the Company's prior year Condensed Consolidated Balance Sheet to conform to current year presentation. Previously, the Company's Lease intangibles were included in Building, improvements and lease intangibles and Goodwill was included with Other assets, net. These amounts are now classified as separate line items on the Company's Condensed Consolidated Balance Sheets.                                                     
Redeemable Non-Controlling Interests
The Company accounts for redeemable equity securities in accordance with ASC Topic 480: Accounting for Redeemable Equity Instruments, which requires that equity securities redeemable at the option of the holder, not solely within our control, be classified outside permanent stockholders’ equity. The Company classifies redeemable equity securities as redeemable non-controlling interests in the accompanying Condensed Consolidated Balance Sheets. Accordingly, the Company records the carrying amount at the greater of the initial carrying amount (increased or decreased for the non-controlling interest’s share of net income or loss and distributions) or the redemption value. We measure the redemption value and record an adjustment to the carrying value of the equity securities as a component of redeemable non-controlling interest. As of September 30, 2023, the Company had redeemable non-controlling interests of $3.2 million.
Asset Impairment
The Company assesses the potential for impairment of identifiable, definite-lived, intangible assets and long-lived assets, including real estate properties, whenever the occurrence of an event or a change in circumstances indicates that the carrying value might not be fully recoverable. Indicators of impairment may include significant underperformance of an asset relative to historical or expected operating results; significant changes in the Company’s use of assets or the strategy for its overall business; plans to sell an asset before its depreciable life has ended; the expiration of a significant portion of leases in a property; or significant negative economic trends or negative industry trends for the Company or its tenants. During the three and nine months ended September 30, 2023, the Company recognized real estate impairments totaling $56.9 million and $138.3 million, respectively, as a result of completed or planned disposition activity.
Investments in Leases - Financing Receivables, Net
In accordance with ASC Topic 842: Leases, for transactions in which the Company enters into a contract to acquire an asset and leases it back to the seller (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred when the seller-lessee has a purchase option. As a result, the Company does not recognize the underlying real estate asset but instead recognizes a financial asset in accordance with ASC Topic 310: Receivables. See below for additional information regarding the Company's financing receivables.
(dollars in thousands) ORIGINATION DATELOCATIONINTEREST RATECARRYING VALUE as of SEPTEMBER 30, 2023
May 2021Poway, CA5.73%$113,634 
November 2021Columbus, OH6.48%7,341 
$120,975 






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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Real Estate Notes Receivable
Real estate notes receivable consists of mezzanine and other real estate loans, which are generally collateralized by a pledge of the borrower’s ownership interest in the respective real estate owner, a mortgage or deed of trust, and/or corporate guarantees. Real estate notes receivable are intended to be held-to-maturity and are recorded at amortized cost, net of unamortized loan origination costs and fees and allowance for credit losses. As of September 30, 2023, real estate notes receivable, net, which are included in Other assets on the Company's Condensed Consolidated Balance Sheets, totaled $155.0 million.
(dollars in thousands)ORIGINATIONMATURITYSTATED INTEREST RATEMAXIMUM LOAN COMMITMENTOUTSTANDING as of
SEPT 30, 2023
ALLOWANCE FOR CREDIT LOSSESFAIR VALUE DISCOUNT AND FEESCARRYING VALUE as of SEPT 30, 2023
Mezzanine loans
Texas6/24/20216/24/20248.00 %$54,119 $54,119 $(5,196)$(3,067)$45,856 
Mortgage loans
Texas6/30/202112/31/20237.00 %31,150 31,150  (353)30,797 
North Carolina12/22/202112/22/20248.00 %6,000 6,000  (257)5,743 
Florida5/17/20222/27/20266.00 %65,000 27,651  (49)27,602 
California3/30/20233/29/20266.00 %45,000 45,000   45,000 
147,150 109,801  (659)109,142 
$201,269 $163,920 $(5,196)$(3,726)$154,998 
Allowance for Credit Losses
Pursuant to ASC Topic 326, Financial Instruments - Credit Losses, the Company adopted a policy to evaluate current expected credit losses at the inception of loans qualifying for treatment under ASC Topic 326. The Company utilizes a probability of default method approach for estimating current expected credit losses and evaluates the liquidity and creditworthiness of its borrowers on a quarterly basis to determine whether any updates to the future expected losses recognized upon inception are necessary. The Company’s evaluation considers industry and economic conditions, credit enhancements, liquidity, and other factors.
In its assessment of current expected credit losses for real estate notes receivable, the Company utilizes past payment history of its borrowers, current economic conditions, and forecasted economic conditions through the maturity date of each note to estimate a probability of default and a resulting loss for each real estate note receivable. During the first quarter of 2023, the Company determined that the risk of credit loss on its mezzanine loans was no longer remote and recorded a credit loss reserve of $5.2 million.
The following table summarizes the Company's allowance for credit losses on real estate notes receivable:
Dollars in thousandsNINE MONTHS ENDED SEPTEMBER 30, 2023TWELVE MONTHS ENDED DECEMBER 31, 2022
Allowance for credit losses, beginning of period$ $ 
Credit loss reserves5,196  
Allowance for credit losses, end of period$5,196 $ 
Interest Income
Income from Lease Financing Receivables
The Company recognized the related income from two financing receivables totaling $2.0 million and $6.2 million, respectively, for the three and nine months ended September 30, 2023, and $2.0 million and $5.9 million, respectively for the three and nine months ended September 30, 2022, based on an imputed interest rate over the terms of the applicable lease. As a result, the interest recognized from the financing receivable in any particular period will not equal the cash payments from the lease agreement in that period.
Acquisition costs incurred in connection with entering into the financing receivable are treated as loan origination fees. These costs are classified with the financing receivable and are included in the balance of the net investment. Amortization of these amounts will be recognized as a reduction to Interest income over the life of the lease.


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Income from Real Estate Notes Receivable
During the three and nine months ended September 30, 2023, the Company recognized interest income of $2.3 million and $6.5 million, respectively, related to real estate notes receivable. The Company recognizes interest income on an accrual basis unless the Company has determined that collectability of contractual amounts is not reasonably assured, at which point the note is placed on non-accrual status and interest income is recognized on a cash basis. As of January 1, 2023, the Company placed two of its real estate notes receivable with principal balances of $48.9 million on non-accrual status and accordingly did not recognize any interest income for the three and nine month periods ended September 30, 2023.
Revenue from Contracts with Customers (ASC Topic 606)
The Company recognizes certain revenue under the core principle of Topic 606. This topic requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease revenue is not within the scope of Topic 606. To achieve the core principle, the Company applies the five step model specified in the guidance.
Revenue that is accounted for under Topic 606 is segregated on the Company’s Condensed Consolidated Statements of Operations in the Other operating line item. This line item includes parking income, management fee income and other miscellaneous income. Below is a detail of the amounts by category:
THREE MONTHS ENDED
September 30,
NINE MONTHS ENDED
September 30,
in thousands2023202220232022
Type of Revenue
Parking income$2,751 $2,428 $7,511 $6,100 
Management fee income 1
1,552 1,426 5,122 2,864 
Miscellaneous358 203 875 306 
$4,661 $4,057 $13,508 $9,270 
1 Includes the recovery of certain expenses under the financing receivable as outlined in the management agreement.

The Company’s major types of revenue that are accounted for under Topic 606 that are listed above are all accounted for as the performance obligation is satisfied. The performance obligations that are identified for each of these items are satisfied over time, and the Company recognizes revenue monthly based on this principle.
Note 2. Merger with HTA

On July 20, 2022 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated as of February 28, 2022 (the “Merger Agreement”), by and among Healthcare Realty Trust Incorporated, a Maryland corporation (now known as HRTI, LLC, a Maryland limited liability company) (“Legacy HR”), Healthcare Trust of America, Inc., a Maryland corporation (now known as Healthcare Realty Trust Incorporated) (“Legacy HTA”), the OP, and HR Acquisition 2, LLC, a Maryland limited liability company (“Merger Sub”), Merger Sub merged with and into Legacy HR, with Legacy HR continuing as the surviving entity and a wholly-owned subsidiary of Legacy HTA (the “Merger”).
On the Closing Date, each outstanding share of Legacy HR common stock, $0.01 par value per share (the “Legacy HR Common Stock”), was cancelled and converted into the right to receive one share of Legacy HTA class A common stock at a fixed ratio of 1.00 to 1.00. Per the terms of the Merger Agreement, Legacy HTA declared a special dividend of $4.82 (the “Special Dividend”) for each outstanding share of Legacy HTA class A common stock, $0.01 par value per share ( the “Legacy HTA Common Stock”), and the OP declared a corresponding distribution to the holders of its partnership units, payable to Legacy HTA stockholders and OP unitholders of record on July 19, 2022.
Immediately following the Merger, Legacy HR converted to a Maryland limited liability company and changed its name to HRTI, LLC and Legacy HTA changed its name to “Healthcare Realty Trust Incorporated”. In addition, the equity interests of Legacy HR were contributed by Legacy HTA by means of a contribution and assignment agreement to the OP, and Legacy HR became a wholly-owned subsidiary of the OP. The Company operates under the


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
name “Healthcare Realty Trust Incorporated” and its shares of class A common stock, $0.01 par value per share, trade on the New York Stock Exchange under the ticker symbol “HR”.
For accounting purposes, the Merger was treated as a “reverse acquisition” in which Legacy HTA was considered the legal acquirer and Legacy HR was considered the accounting acquirer based on various factors, including, but not limited to: (i) the composition of the board of directors of the combined company following the Merger, (ii) the composition of senior management of the combined company following the Merger, and (iii) the premium transferred to the Legacy HTA stockholders. As a result, the historical financial statements of the accounting acquirer, Legacy HR, became the historical financial statements of the Company.
The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires, among other things, the assets acquired and the liabilities assumed and non-controlling interests, if any, to be recognized at their acquisition date fair value.
The implied consideration transferred on the Closing Date is as follows:
Dollars in thousands, except for per share data
Shares of Legacy HTA Common Stock outstanding as of July 20, 2022 as adjusted(a)
228,520,990 
Exchange ratio1.00 
Implied shares of Legacy HR Common Stock issued228,520,990 
Adjusted closing price of Legacy HR Common Stock on July 20, 2022(b)
$24.37 
Value of implied Legacy HR Common Stock issued$5,569,057 
Fair value of Legacy HTA restricted stock awards attributable to pre-Merger services(c)
7,406 
Consideration transferred$5,576,463 
(a) The number of shares of Legacy HTA Common Stock presented above was based on 228,857,717 total shares of Legacy HTA Common Stock outstanding as of the Closing Date, less 192 Legacy HTA fractional shares that were cancelled in lieu of cash and less 336,535 shares of Legacy HTA restricted stock (net of 215,764 shares of Legacy HTA restricted stock withheld). For accounting purposes, these shares were converted to Legacy HR Common Stock, at an exchange ratio of 1.00 share of Legacy HR Common Stock per share of Legacy HTA Common Stock.
(b) For accounting purposes, the fair value of Legacy HR Common Stock issued to former holders of Legacy HTA Common Stock was based on the per share closing price of Legacy HR Common Stock on July 20, 2022.
(c) Represents the fair value of Legacy HTA restricted shares which fully vested prior to the closing of the Merger or became fully vested as a result of the closing of the Merger and which are attributable to pre-combination services.



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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Final Purchase Price Allocation
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Closing Date:
Dollars in thousandsPRELIMINARY AMOUNTS RECOGNIZED ON THE CLOSING DATE CUMULATIVE MEASUREMENT PERIOD ADJUSTMENTSAMOUNTS RECOGNIZED ON THE CLOSING DATE
(as adjusted)
ASSETS
Real estate investments
Land $985,926 $18,359 $1,004,285 
Buildings and improvements6,960,418 (119,135)6,841,283 
Lease intangible assets(a)
831,920 1,839 833,759 
Financing lease right-of-use assets9,874 3,146 13,020 
Construction in progress10,071 (6,744)3,327 
Land held for development46,538 — 46,538 
Total real estate investments$8,844,747 $(102,535)$8,742,212 
Assets held for sale, net 707,442 (7,946)699,496 
Investments in unconsolidated joint ventures67,892 — 67,892 
Cash and cash equivalents26,034 11,403 37,437 
Restricted cash 1,123,647 (1,247)1,122,400 
Operating lease right-of-use assets198,261 16,370 214,631 
Other assets, net (b) (c)
209,163 (3,840)205,323 
Total assets acquired$11,177,186 $(87,795)$11,089,391 
LIABILITIES
Notes and bonds payable $3,991,300 $— $3,991,300 
Accounts payable and accrued liabilities 1,227,570 17,374 1,244,944 
Liabilities of assets held for sale28,677 (3,939)24,738 
Operating lease liabilities 173,948 10,173 184,121 
Financing lease liabilities 10,720 (855)9,865 
Other liabilities 203,210 (8,909)194,301 
Total liabilities assumed$5,635,425 $13,844 $5,649,269 
Net identifiable assets acquired$5,541,761 $(101,639)$5,440,122 
Non-controlling interest$110,702 $— $110,702 
Goodwill$145,404 $101,639 $247,043 
(a) The weighted average amortization period for the acquired lease intangible assets is approximately 6 years.
(b) Includes $15.9 million of contractual accounts receivable, which approximates fair value.
(c) Includes $78.7 million of gross contractual real estate notes receivable, the fair value of which was $74.8 million, and the Company preliminarily expects to collect substantially all of the real estate notes receivable proceeds as of the Closing Date.
The cumulative measurement period adjustments recorded through June 30, 2023 are final and primarily resulted from updated valuations related to the Company’s real estate assets and liabilities and additional information obtained by the Company related to the properties acquired in the Merger and their respective tenants, and resulted in an increase to goodwill of $101.6 million.
Based on the final purchase price allocation of fair value, approximately $247.0 million has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed. The recognized goodwill is attributable to expected synergies and benefits arising from the Merger, including anticipated general and administrative cost savings and potential economies of scale benefits in both tenant and vendor relationships following the closing of the Merger. None of the goodwill recognized is expected to be deductible for tax purposes. During the third quarter of 2023, the Company experienced a sustained decline in the price per share of its common stock, which it identified as an indicator of goodwill impairment. As a result, the Company performed an interim goodwill evaluation. The fair value of the Company’s single reporting unit


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
was estimated using a combination of discounted cash flow models and earnings multiples techniques. The quantitative assessment as of September 30, 2023 indicated goodwill was not impaired.

Merger-related Costs
The Company incurred Merger-related costs of $7.5 million and $(3.4) million, respectively, during the three and nine months ended September 30, 2023, which were included within Merger-related costs in results of operations. The Merger-related costs primarily consist of legal, consulting, severance, and banking services and for the nine months ended September 30, 2023 including a refund of $17.8 million for transfer taxes paid during the year ended December 31, 2022.
Note 3. Real Estate Investments
2023 Acquisition Activity
The following table details the Company's real estate acquisition activity for the nine months ended September 30, 2023:
Dollars in thousandsDATE ACQUIREDPURCHASE PRICEMORTGAGE NOTES PAYABLE, NET
CASH
CONSIDERATION
1
REAL
ESTATE
OTHER 2
SQUARE FOOTAGE
Tampa, FL3/10/23$31,500 $ $30,499 $30,596 $(97)115,867 
Colorado Springs, CO7/28/2311,450 (5,284)6,024 11,416 (108)42,770 
Total real estate acquisitions$42,950 $(5,284)$36,523 $42,012 $(205)158,637 
1Cash consideration excludes prorations of revenue and expense due to/from seller at the time of the acquisition.
2Includes other assets acquired, liabilities assumed, and intangibles recognized at acquisition.

In the third quarter of 2023, the Company acquired a parcel of land previously under a ground lease for $0.8 million and an additional interest in an operating property for $0.6 million.
Unconsolidated Joint Ventures
The Company's investment in and loss recognized for the three and nine months ended September 30, 2023 and 2022 related to its unconsolidated joint ventures accounted for under the equity method are shown in the table below:
THREE MONTHS ENDED
September 30,
NINE MONTHS ENDED
September 30,
Dollars in thousands2023202220232022
Investments in unconsolidated joint ventures, beginning of period $327,245 $210,781 $327,248 $161,942 
New investment during the period 1
 117,880 3,824 167,479 
Equity loss recognized during the period (456)(124)(1,253)(776)
Owner distributions(1,336)(785)(4,366)(893)
Investments in unconsolidated joint ventures, end of period $325,453 $327,752 $325,453 $327,752 
1In 2023, this was an additional investment in an existing joint venture in which the Company retained a 40% ownership interest. The investment consisted of the Company's sale of a property in Dallas, Texas to the joint venture. See 2023 Real Estate Asset Dispositions below for additional information.










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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
2023 Real Estate Asset Dispositions
The following table details the Company's dispositions for the nine months ended September 30, 2023:
Dollars in thousandsDATE DISPOSEDSALE PRICECLOSING ADJUSTMENTSCOMPANY-FINANCED MORTGAGE NOTESNET PROCEEDSNET REAL ESTATE INVESTMENT
OTHER (INCLUDING RECEIVABLES) 1
GAIN/(IMPAIRMENT)SQUARE FOOTAGE
Tampa/Miami, FL2
1/12/23$93,250 $(5,875)$ $87,375 $87,302 $(888)$961 224,037 
Dallas, TX 3
1/30/2319,210 (141) 19,069 18,986 43 40 36,691 
St. Louis, MO2/10/23350 (18) 332 398  (66)6,500 
Los Angeles, CA3/23/2321,000 (526) 20,474 20,610 52 (188)37,165 
Los Angeles, CA 4
3/30/2375,000 (8,079)(45,000)21,921 88,624 (803)(20,900)147,078 
Los Angeles, CA 5
5/12/233,300 (334) 2,966 3,268  (302) 
Albany, NY6/30/2310,000 (1,229) 8,771 2,613 (1,040)7,198 40,870 
Houston, TX8/2/238,320 (285) 8,035 4,567 194 3,274 57,170 
Atlanta, GA8/22/2325,142 (66) 25,076 23,226 (536)2,386 55,195 
Dallas, TX9/15/23115,000 (1,504) 113,496 64,183 6,094 43,219 161,264 
Houston, TX9/18/23250 (24) 226 1,998  (1,772)52,040 
Chicago, IL9/27/2359,950 (870) 59,080 74,710 (380)(15,250)104,912 
Total dispositions$430,772 $(18,951)$(45,000)$366,821 $390,485 $2,736 $18,600 922,922 
1Includes straight-line rent receivables, leasing commissions and lease inducements.
2Includes two properties, sold in two separate transactions to the same buyer on the same date.
3The 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.
4The Company entered into a mortgage note agreement with the buyer for $45 million.
5The Company sold a land parcel totaling 0.34 acres.


Assets Held for Sale
The Company had 17 properties and one corporate entity classified as assets held for sale as of September 30, 2023. The net real estate assets held for sale includes the impact of $15.9 million and $46.4 million, respectively, of impairment charges for the three and nine months ended September 30, 2023. The Company had one property classified as assets held for sale as of December 31, 2022, which was sold in the first quarter of 2023. The table below reflects the assets and liabilities classified as held for sale as of September 30, 2023 and December 31, 2022:
Dollars in thousandsSeptember 30, 2023December 31, 2022
Balance Sheet data:
Land$14,282 $1,700 
Building and improvements41,538 15,164 
Lease intangibles12,938 1,986 
68,758 18,850 
Accumulated depreciation(13,634) 
Real estate assets held for sale, net55,124 18,850 
Operating lease right-of-use assets585  
Other assets, net1,929 43 
Assets held for sale, net$57,638 $18,893 
Accounts payable and accrued liabilities$1,716 $282 
Operating lease liabilities1,020  
Other liabilities1,078 155 
Liabilities of assets held for sale$3,814 $437 


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Note 4. Leases
Lessor Accounting
The Company’s properties generally are leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through 2052. Some leases provide tenants with fixed rent renewal terms while others have market rent renewal terms. Some leases provide the lessee, during the term of the lease, with an option or right of first refusal to purchase the leased property. The Company’s single-tenant net leases generally require the lessee to pay minimum rent and all taxes (including property tax), insurance, maintenance and other operating costs associated with the leased property.
The Company's leases typically have escalators that are either based on a stated percentage or an index such as the consumer price index ("CPI"). In addition, most of the Company's leases include nonlease components, such as reimbursement of operating expenses as additional rent, or include the reimbursement of expected operating expenses as part of the lease payment. The Company adopted an accounting policy to combine lease and nonlease components. Rent escalators based on indices and reimbursements of operating expenses that are not included in the lease rate are considered variable lease payments. Variable payments are recognized in the period earned. Lease income for the Company's operating leases recognized for the three and nine months ended September 30, 2023 was $333.3 million and $987.1 million, respectively. Lease income for the Company's operating leases recognized for the three and nine months ended September 30, 2022 was $298.9 million and $578.1 million, respectively.
Future lease payments under the non-cancelable operating leases, excluding any reimbursements and one sale-type lease, as of September 30, 2023 were as follows:
Dollars in thousandsOPERATING
2023$231,698 
2024874,750 
2025770,520 
2026666,294 
2027552,111 
2028 and thereafter1,918,689 
$5,014,062 
Lessee Accounting
As of September 30, 2023, the Company was obligated, as the lessee, under operating lease agreements consisting primarily of the Company’s ground leases. As of September 30, 2023, the Company had 240 properties totaling 17.4 million square feet that were held under ground leases. Some of the ground lease renewal terms are based on fixed rent renewal terms and others have market rent renewal terms. These ground leases typically have initial terms of 40 to 99 years with expiration dates through 2119. Any rental increases related to the Company’s ground leases are generally either stated or based on CPI. The Company had 75 prepaid ground leases as of September 30, 2023. The amortization of the prepaid rent, included in the operating lease right-of-use asset, represented approximately $0.3 million and $0.1 million of the Company’s rental expense for the three months ended September 30, 2023 and 2022, respectively, and $1.0 million and $0.4 million for the nine months ended September 30, 2023 and 2022, respectively.


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
The Company’s future lease payments (primarily for its 165 non-prepaid ground leases) as of September 30, 2023 were as follows:
Dollars in thousandsOPERATINGFINANCING
2023$3,288 $513 
202414,062 2,182 
202514,253 2,218 
202614,392 2,255 
202714,630 2,294 
2028 and thereafter922,019 396,397 
Total undiscounted lease payments982,644 405,859 
Discount(709,325)(331,772)
Lease liabilities$273,319 $74,087 
The following table provides details of the Company's total lease expense for the three and nine months ended September 30, 2023 and 2022:
THREE MONTHS ENDED
September 30,
NINE MONTHS ENDED
September 30,
Dollars in thousands2023202220232022
Operating lease cost
Operating lease expense$5,312 $4,204 $15,748 $6,613 
Variable lease expense2,417 1,061 6,788 3,123 
Finance lease cost
Amortization of right-of-use assets387 381 1,161 884 
Interest on lease liabilities928 861 2,770 1,913 
Total lease expense$9,044 $6,507 $26,467 $12,533 
Other information
Operating cash flows outflows related to operating leases$5,281 $3,847 $16,475 $8,443 
Operating cash flows outflows related to financing leases$524 $476 $1,592 $1,262 
Financing cash flows outflows related to financing leases$7 $3 $12 $3 
Right-of-use assets obtained in exchange for new finance lease liabilities$ $9,874 $ $50,463 
Right-of-use assets obtained in exchange for new operating lease liabilities$ $198,261 $ $198,261 
Weighted-average years remaining lease term (excluding renewal options) - operating leases47.550.2
Weighted-average years remaining lease term (excluding renewal options) - finance leases58.260.1
Weighted-average discount rate - operating leases5.8 %5.7 %
Weighted-average discount rate - finance leases5.0 %5.0 %



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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Note 5. Notes and Bonds Payable
The table below details the Company’s notes and bonds payable as of September 30, 2023 and December 31, 2022. 
 MATURITY DATES
BALANCE 1 AS OF
EFFECTIVE INTEREST RATE
as of 9/30/2023
Dollars in thousands9/30/202312/31/2022
$1.5 billion Unsecured Credit Facility
10/25$236,000 $385,000 6.24 %
$200 million Unsecured Term Loan
5/24199,845 199,670 6.30 %
$350 million Unsecured Term Loan 2
7/24349,711 349,114 6.30 %
$300 million Unsecured Term Loan
10/25299,952 299,936 6.30 %
$150 million Unsecured Term Loan
6/26149,606 149,495 6.30 %
$200 million Unsecured Term Loan
7/27199,467 199,362 6.30 %
$300 million Unsecured Term Loan
1/28298,184 297,869 6.30 %
Senior Notes due 20255/25249,391 249,115 4.12 %
Senior Notes due 2026
8/26577,124 571,587 4.94 %
Senior Notes due 2027 7/27482,665 479,553 4.76 %
Senior Notes due 20281/28297,283 296,852 3.85 %
Senior Notes due 2030 2/30572,883 565,402 5.30 %
Senior Notes due 20303/30296,679 296,385 2.72 %
Senior Notes due 2031 3/31295,706 295,547 2.25 %
Senior Notes due 2031 3/31645,232 632,693 5.13 %
Mortgage notes payable
12/23-12/2677,685 84,247 
3.57%-6.88%
$5,227,413 $5,351,827 
.
1Balance is presented net of discounts and issuance costs and inclusive of premiums, where applicable.
2On April 26, 2023, the Company exercised its option to extend the maturity date for one year for a fee of approximately $0.4 million.

Changes in Mortgage Notes Payable
On July 28, 2023, the Company assumed a mortgage note payable of $5.6 million in connection with the acquisition of a 42,770 square foot property in Colorado Springs, Colorado. The note bears interest at a rate of 4.5% per annum and matures on April 1, 2026.
On August 1, 2023, the Company repaid in full at maturity a mortgage note payable bearing interest at a rate of 3.31% per annum with an outstanding principal of $9.8 million. The mortgage note encumbered a 66,984 square foot property in Marietta, Georgia.
Note 6. 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 this objective, 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


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
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 September 30, 2023, the Company had 14 outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:
EXPIRATION DATEAMOUNTWEIGHTED
AVERAGE RATE
January 15, 2024$200,000 1.21 %
May 1, 2026100,000 2.15 %
June 1, 2026150,000 3.83 %
December 1, 2026150,000 3.84 %
June 1, 2027150,000 4.13 %
December 1, 2027250,000 3.79 %
$1,000,000 3.17 %
Subsequent Activity
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.

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, as well as their classification on the Condensed Consolidated Balance Sheet as of September 30, 2023.
BALANCE AT SEPTEMBER 30, 2023
In thousandsBALANCE SHEET LOCATIONFAIR VALUE
Derivatives designated as hedging instruments
Interest rate swapsOther assets$21,499 













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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
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 and nine months ended September 30, 2023 and 2022 related to the Company's outstanding interest rate swaps.
(GAIN)/LOSS RECOGNIZED IN
AOCI ON DERIVATIVE
three months ended September 30,
(GAIN)/LOSS RECLASSIFIED FROM
AOCI INTO INCOME
three months ended September 30,
In thousands2023202220232022
Interest rate swaps$(12,016)$(6,083)Interest expense$(4,317)$614 
Settled treasury hedges  Interest expense107 107 
Settled interest rate swaps  Interest expense42 42 
 $(12,016)$(6,083)Total interest expense$(4,168)$763 
(GAIN)/LOSS RECOGNIZED IN
AOCI ON DERIVATIVE
nine months ended September 30,
(GAIN)/LOSS RECLASSIFIED FROM
AOCI INTO INCOME
nine months ended September 30,
In thousands2023202220232022
Interest rate swaps$(24,999)$(12,905)Interest expense$(10,320)$2,226 
Settled treasury hedges  Interest expense126 320 
Settled interest rate swaps  Interest expense320 126 
 $(24,999)$(12,905)Total interest expense$(9,874)$2,672 

The Company estimates that an additional $14.1 million related to active interest rate swaps will be reclassified from AOCI as a decrease to interest expense over the next 12 months, and that an additional $0.6 million related to settled interest rate swaps will be amortized from AOCI as an increase to interest expense over the next 12 months.
Credit-risk-related Contingent Features
The Company's agreements with each of its derivative counterparties contain a cross-default provision under which the Company could be declared in default of its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.
As of September 30, 2023, the fair value of derivatives in a net asset position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $21.5 million. As of September 30, 2023, the Company had not posted any collateral related to these agreements and was not in breach of any agreement.
Note 7. Commitments and Contingencies
Legal Proceedings
The Company is, from time to time, 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.
Development and Redevelopment Activity
For the nine months ended September 30, 2023, the Company invested $55.3 million and $15.4 million toward active development and redevelopment of properties, respectively, and $9.2 million toward recently completed development and redevelopment projects.
In the second quarter of 2023, the Company entered into a joint venture agreement for the development of a medical office building in Scottsdale, Arizona. The Company holds a 90% interest in the joint venture and determined the arrangement meets the criteria to be consolidated. The joint venture acquired an $8.8 million land parcel to be developed with the Company contributing cash of $8.3 million. This is included in the Company's investment toward active development properties for the nine months ended September 30, 2023.


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.

Note 8. Stockholders' Equity
Common Stock    
The following table provides a reconciliation of the beginning and ending shares of common stock outstanding for the nine months ended September 30, 2023 and the twelve months ended December 31, 2022:
NINE MONTHS ENDED SEPTEMBER 30, 2023TWELVE MONTHS ENDED DECEMBER 31, 2022
Balance, beginning of period380,589,894 150,457,433 
Issuance of common stock7,397 229,618,304 
Non-vested share-based awards, net of withheld shares 262,821 514,157 
Balance, end of period380,860,112 380,589,894 
At-The-Market Equity Offering Program
The Company has equity distribution agreements with various sales agents with respect to the at-the-market (“ATM”) equity offering program of common stock with an aggregate sales amount of up to $750.0 million. As of September 30, 2023, $750.0 million remained available for issuance under our current ATM equity offering program.
During the nine months ended September 30, 2023, the Company did not sell any shares or enter into any forward sale agreements to sell shares of common stock through its ATM equity offering program.
Common Stock Dividends
During the nine months ended September 30, 2023, the Company declared and paid common stock dividends totaling $0.93 per share. On October 30, 2023, the Company declared a quarterly common stock dividend in the amount of $0.31 per share payable on November 30, 2023 to stockholders of record on November 14, 2023.
Earnings Per Common Share
The Company uses the two-class method of computing net earnings per common shares. The Company's non-vested share-based awards are considered participating securities pursuant to the two-class method.
The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2023 and 2022.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
Dollars in thousands, except per share data2023202220232022
Weighted average common shares outstanding
Weighted average common shares outstanding380,857,560 330,788,997 380,828,004 211,740,767 
Non-vested shares(1,932,221)(1,983,742)(1,941,897)(1,933,957)
Weighted average common shares outstanding - basic378,925,339 328,805,255 378,886,107 209,806,810 
Weighted average common shares outstanding - basic378,925,339 328,805,255 378,886,107 209,806,810 
Dilutive effect of forward equity shares    
Dilutive effect of OP Units 3,167,668  1,067,493 
Dilutive effect of employee stock purchase plan 58,461  69,687 
Weighted average common shares outstanding - diluted378,925,339 332,031,384 378,886,107 210,943,990 
Net (loss) income$(68,604)$28,616 $(240,408)$76,973 
Income allocated to participating securities(636)(610)(1,868)(1,817)
Loss (income) attributable to non-controlling interest760 (312)2,680 (312)
Adjustment to loss attributable to non-controlling interest for legally outstanding restricted units(29) (122) 
Net (loss) income applicable to common stockholders - basic$(68,509)$27,694 $(239,718)$74,844 
Basic earnings per common share - net income$(0.18)$0.08 $(0.63)$0.36 
Diluted earnings per common share - net income$(0.18)$0.08 $(0.63)$0.35 
The effect of OP units totaling 4,042,993 shares and options under the Company's Employee Stock Purchase Plan (the "ESPP") to purchase the Company's common stock totaling 26,678 shares for the three months ended September 30,


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.

2023 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 that period.
Incentive Plans
Equity Awards
During the nine months ended September 30, 2023, the Company made the following equity awards:
During the first quarter of 2023, the Company granted non-vested stock awards to its named executive officers and other members of senior management and employees with a grant date fair value of $5.4 million, which consisted of an aggregate of 270,494 non-vested shares with vesting periods ranging from three to eight years.
During the second quarter of 2023, the Company granted to its 12 independent directors an aggregate of 42,768 shares of non-vested stock awards with a grant date fair value of $0.7 million, and an aggregate of 57,868 LTIP Series D units with a grant date fair value of $1.1 million. The Company also granted a non-vested stock award to a new employee, which consisted of 508 non-vested shares.
A summary of the activity under the Company's share-based incentive plans for the three and nine months ended September 30, 2023 and 2022 is included in the table below.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
 2023202220232022
Share-based awards, beginning of period1,932,221 1,941,709 1,795,128 1,562,028 
Granted 71,852 313,770 513,876 
Vested (7,434)(152,314)(68,481)
Forfeited (4,130)(24,363)(5,426)
Share-based awards, end of period1,932,221 2,001,997 1,932,221 2,001,997 

During the nine months ended September 30, 2023 and 2022, the Company withheld 38,632 and 8,745 shares of common stock, respectively, from participants to pay estimated withholding taxes related to shares that vested.
Restricted Stock Units
Prior to 2022, the Company granted long-term incentive awards, comprised of restricted stock, based on backward-looking performance measured at the end of the calendar year. The Company adopted a new incentive compensation structure effective January 2022, comprised of restricted stock and restricted stock units ("RSUs"). The RSUs are granted at the beginning of the year with three-year forward-looking performance targets.
On January 4, 2023, the Company granted RSUs to members of senior management, with a grant date fair value of $3.7 million, which consisted of an aggregate 165,174 RSUs with a five-year vesting period.
Approximately 43% of the RSUs vest based on two market performance conditions. Relative and absolute total shareholder return ("TSR") awards containing these market performance conditions were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair values of $24.23 for the absolute TSR component and $27.84 for the relative TSR component for the January 2023 grant using the following assumptions:
THREE MONTHS ENDED MARCH 31,
Volatility34.0 %
Dividend assumptionAccrued
Expected term 3 years
Risk-free rate4.42 %
Stock price (per share)$20.21
The remaining 57% of the RSUs vest based upon certain operating performance conditions. With respect to the operating performance conditions of the January 4, 2023 grant, the grant date fair value was $20.21 based on the Company's share price on the date of grant. The combined weighted average grant date fair value of the January RSUs was $22.55 per share.


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.

The following is a summary of the RSU activity during the three and nine months ended September 30, 2023:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
 Restricted Stock UnitsWeighted Average Grant Date Fair ValueRestricted Stock UnitsWeighted Average Grant Date Fair Value
Non-vested, beginning of period363,250 $28.57 294,932 $33.04 
Granted  165,174 22.55 
Vested/Forfeited  (17,606)33.04 
Probability adjustment of 2022 & 2023 RSUs (47,196)20.21 (126,446)27.40 
Non-vested, end of period316,054 $27.77 316,054 $27.77 
LTIP Series C Units
In January 2023, the Company modified its incentive compensation structure to award LTIP Series C units ("LTIP-C units) in the OP to named executive officers in lieu of RSUs. The LTIP-C units were granted with three-year forward-looking performance targets, with a grant date fair value of $7.1 million, which consisted of an aggregate 448,249 LTIP-C units with a five-year vesting period.
Approximately 43% of the LTIP-C units vest based on two market performance conditions. Relative and absolute TSR awards containing these market performance conditions were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair values of $12.24 for the absolute TSR component and $13.98 for the relative TSR component for the January 2023 grant using the following assumption:
THREE MONTHS ENDED MARCH 31,
Volatility34.0 %
Dividend assumptionAccrued
Expected term 3 years
Risk-free rate4.42 %
Stock price (per share)$20.21
The remaining 57% of the LTIP-C units vest based upon certain operating performance conditions. With respect to the operating performance conditions of the January 4, 2023 grant, the grant date fair value was $20.21 based on the Company's share price on the date of grant. The combined weighted average grant date fair value of the January LTIP-C units was $15.85 per share. The Company records amortization expense based on the probability of achieving certain operating performance conditions, which is evaluated throughout the performance period.
Employee Stock Purchase Plan
Legacy HR maintained an ESPP prior to the completion of the Merger. The outstanding options to purchase shares of the common stock of Legacy HR became options to purchase class A common stock of the Company upon completion of the Merger. No new options will be granted under the ESPP. A summary of the activity under the ESPP for the three and nine months ended September 30, 2023 and 2022 is included in the table below.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
 2023202220232022
Outstanding and exercisable, beginning of period179,369 405,534 340,976 348,514 
Granted   255,960 
Exercised(2,580)(4,576)(7,397)(17,094)
Forfeited(4,680)(37,628)(28,471)(83,417)
Expired  (132,999)(140,633)
Outstanding and exercisable, end of period172,109 363,330 172,109 363,330 


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.

The following table represents expected amortization of the Company's non-vested shares issued as of September 30, 2023:
Dollars in millionsFUTURE AMORTIZATION
of non-vested shares
2023$4.1 
202413.3 
202510.8 
20268.0 
20272.4 
2028 and thereafter0.5 
Total$39.1 
Note 9. 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.
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 liabilities on the Company's Condensed Consolidated Balance Sheets at fair value. Fair value is estimated by utilizing pricing models, level 2 inputs, that consider forward yield curves and discount rates.
The table below details the fair values and carrying values for notes and bonds payable and real estate notes receivable at September 30, 2023 and December 31, 2022.
 September 30, 2023December 31, 2022
Dollars in millionsCARRYING VALUEFAIR VALUECARRYING VALUEFAIR VALUE
Notes and bonds payable 1
$5,227.4 $4,941.2 $5,351.8 $5,149.6 
Real estate notes receivable 1
$155.0 $151.7 $99.6 $99.6 
1Level 2 – model-derived valuations in which significant inputs and significant value drivers are observable in active markets.



25


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Disclosure Regarding Forward-Looking Statements
This report and other materials the Company has 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 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," "budget" and other comparable terms. These forward-looking statements are based on the Company's current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Such risks and uncertainties include, among other things, the following: the Company’s expected results may not be achieved; failure to realize the expected benefits of the Merger; the risk that the Company’s and HTA’s respective businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; 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; pandemics or other health crises, such as COVID-19; increases in interest rates; the availability and cost of capital at expected rates; competition for quality assets; negative developments in the operating results or financial condition of the Company's tenants, including, but not limited to, their ability to pay rent; the Company's ability to reposition or sell facilities with profitable results; the Company's ability to release space at similar rates as vacancies occur; the Company's ability to renew expiring leases; government regulations affecting tenants' Medicare and Medicaid reimbursement rates and operational requirements; unanticipated difficulties and/or expenditures relating to future acquisitions and developments; changes in rules or practices governing the Company's financial reporting; the Company may be required under purchase options to sell properties and may not be able to reinvest the proceeds from such sales at rates of return equal to the return received on the properties sold; uninsured or underinsured losses related to casualty or liability; the incurrence of impairment charges on its real estate properties or other assets; other legal and operational matters; and other risks and uncertainties affecting the Company, including those described from time to time under the caption “Risk Factors” and elsewhere in the Company’s filings and reports with the SEC, including the Company's Annual Report on Form 10-K for the year ended December 31, 2022. Moreover, other risks and uncertainties of which the Company is not currently aware may also affect the Company's forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.
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.
For a detailed discussion of the Company’s risk factors, please refer to the Company's filings with the SEC, including this report and the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Merger with Healthcare Trust of America
Completed Merger    
On July 20, 2022, Legacy HR, Legacy HTA, the OP and Merger Sub completed the Merger in accordance with the terms of the Merger Agreement. Immediately following the Merger, Legacy HR converted to a Maryland limited liability company and changed its name to “HRTI, LLC” and Legacy HTA changed its name to “Healthcare Realty Trust Incorporated”. In addition, the equity interests of Legacy HR were contributed by Legacy HTA by means of a contribution and assignment agreement to the OP such that Legacy HR became a wholly-owned subsidiary of the OP. As a result, Legacy HR became a part of an UPREIT structure, which is intended to align the corporate structure of the combined company after giving effect to the Merger and the UPREIT reorganization and to provide a platform for the combined company to more efficiently acquire properties in a tax-deferred manner. The Company operates under the name “Healthcare Realty Trust Incorporated” and its shares of class A common stock, $0.01 par value per share, trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “HR”. For additional information on the Merger, see Note 2 to the Condensed Consolidated Financial Statements.
Because Legacy HR was the accounting acquirer under GAAP in the transaction, its historical financial statements became the historical financial statements of the Company. For additional information, please refer to the Explanatory Note in this report.


26


Liquidity and Capital Resources
Sources and Uses of Cash
The Company’s primary sources of cash include rent receipts from its real estate portfolio based on contractual arrangements with its tenants, proceeds from the sales of real estate properties, joint ventures, and proceeds from public or private debt or equity offerings. As of September 30, 2023, the Company had $1.3 billion available to be drawn on its Unsecured Credit Facility and $24.7 million in cash.
The Company expects to continue to meet its liquidity needs, including funding additional investments, paying dividends, and funding debt service, through cash flows from operations and liquidity sources, including the Unsecured Credit Facility. Management believes that the Company's 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.
Investing Activities
Cash flows provided by investing activities for the nine months ended September 30, 2023 were approximately $112.5 million. Below is a summary of significant investing activities.
Acquisitions
The following table details the Company's acquisition activity for the nine months ended September 30, 2023:
Dollars in thousands
ASSOCIATED HEALTH SYSTEM/TENANCY 1
DATE ACQUIREDPURCHASE PRICESQUARE FOOTAGEMILES TO CAMPUS
Tampa, FLBayCare Health3/10/23$31,500 115,8670.06
Colorado Springs, COUC Health7/28/2311,450 42,770 1.30
Total real estate acquisitions$42,950 158,637 
1Includes buildings located on-campus, adjacent and off-campus that are anchored by healthcare systems or located within two miles of a hospital campus.

In the third quarter of 2023, the Company acquired a parcel of land previously under a ground lease for $0.8 million and an additional interest in an operating property for $0.6 million.
Dispositions
The Company disposed of 12 properties during the nine months ended September 30, 2023 for a total sales price of $430.8 million, including cash proceeds of $366.8 million. The following table details these dispositions for the nine months ended September 30, 2023:
Dollars in thousandsDate DisposedSales PriceSquare Footage
Tampa, FL & Miami, FL 1
1/12/23$93,250 224,037
Dallas, TX 2
1/30/2319,210 36,691
St. Louis, MO2/10/23350 6,500
Los Angeles, CA3/23/2321,000 37,165
Los Angeles, CA3
3/30/2375,000 147,078
Los Angeles, CA4
5/12/233,300 
Albany, NY6/30/2310,000 40,870
Houston, TX8/2/238,320 57,170
Atlanta, GA8/22/2325,142 55,195
Dallas, TX9/15/23115,000 161,264
Houston, TX9/18/23250 52,040
Chicago, IL9/27/2359,950 104,912
Total dispositions$430,772 922,922 
1Includes two properties sold in two separate transactions to the same buyer on the same date.
2The 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.
3The Company entered into a mortgage note agreement with the buyer for $45 million.
4The Company sold a land parcel totaling 0.34 acres.


27


Capital Expenditures
During the nine months ended September 30, 2023, the Company incurred capital expenditures totaling $188.1 million for the following:
$70.7 million toward active development and redevelopment of properties;
$9.2 million toward completed development and redevelopment of properties;
$32.1 million toward first generation tenant improvements and planned capital expenditures for acquisitions;
$45.4 million toward second generation tenant improvements; and
$30.7 million toward capital expenditures.
Financing Activities
Cash flows used in financing activities for the nine months ended September 30, 2023 were approximately $521.3 million. See Notes 5 and 8 to the Condensed Consolidated Financial Statements accompanying this report for more information about capital markets and financing activities.
Common Stock Issuances
At-The-Market Equity Offering Program
The Company has equity distribution agreements with various sales agents with respect to our ATM equity offering program of common stock with an aggregate sales amount of up to $750.0 million. As of September 30, 2023, $750.0 million remained available for issuance under our current ATM equity offering program.
Debt Activity
As of September 30, 2023, the Company had outstanding interest rate derivatives totaling $1.0 billion to hedge one-month Term SOFR. The following details the amount and rate of each swap (dollars in thousands):
EXPIRATION DATEAMOUNTWEIGHTED
AVERAGE RATE
January 15, 2024$200,000 1.21 %
May 1, 2026100,000 2.15 %
June 1, 2026150,000 3.83 %
December 1, 2026150,000 3.84 %
June 1, 2027150,000 4.13 %
December 1, 2027250,000 3.79 %
$1,000,000 3.17 %
During the third quarter of 2023, the Company assumed a mortgage note payable of $5.6 million in connection with the acquisition of a 42,770 square foot property in Colorado Springs, Colorado. The note bears interest at a rate of 4.5% per annum and matures on April 1, 2026. Additionally, the Company repaid in full at maturity a mortgage note payable bearing interest at a rate of 3.31% per annum with an outstanding principal of $9.8 million. The mortgage note encumbered a 66,984 square foot property in Marietta, Georgia.
Subsequent Debt Activity
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.
Operating Activities
Cash flows provided by operating activities increased from $126.7 million for the nine months ended September 30, 2022 to $372.5 million for the nine months ended September 30, 2023. Items impacting cash flows from operations include, but are not limited to, the Merger, cash generated from property operations, interest payments and the timing related to the payment of invoices and other expenses.


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The Company may, from time to time, sell properties and redeploy cash from property sales into new investments or to repay indebtedness. The income from the new investments or reduction in interest expense could be less than the income from properties sold which would adversely affect the Company's results of operations and cash flows.
Trends and Matters Impacting Operating Results
Management monitors factors and trends important to the Company and the REIT industry to gauge the potential impact on the operations of the Company. In addition to the matters discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, below are some of the factors and trends that management believes may impact 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. During the third quarter of 2023, management identified qualitative factors indicating that an impairment may exist, including the sustained decrease in stock price. As a result, 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 as of September 30, 2023 indicated goodwill was not impaired, 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.
Expiring Leases
The Company expects that approximately 15% of its leases will expire each year in the ordinary course of business. There are 476 leases totaling 1.2 million square feet that will expire during the remainder of 2023. Approximately 73% of the leases expiring during the remainder of 2023 are for space in buildings located on or adjacent to hospital campuses, are distributed throughout the portfolio, and are not concentrated with any one tenant, health system or market area. The Company typically expects to retain 75% to 90% of tenants upon expiration, and the retention ratio for the first nine months of the year was within this range.
Operating Expenses
The Company historically has experienced increases in property taxes throughout its portfolio as a result of increasing assessments and tax rates levied across the country. The Company continues its efforts to appeal property tax increases and manage the impact of the increases. In addition, the Company historically has incurred variability in portfolio utilities expense based on seasonality, with the first and third quarters usually reflecting greater amounts. The effects of these operating expense increases are mitigated in leases that have provisions for operating expense reimbursement. As of September 30, 2023, leases for approximately 92% of the Company's total leased square footage allow for some recovery of operating expenses, with approximately 27% having modified gross lease structures and approximately 65% having net lease structures.


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Purchase Options
Information about the Company's unexercised purchase options and the amount and basis for determination of the purchase price is detailed in the table below (dollars in thousands):
YEAR EXERCISABLENUMBER OF PROPERTIES
GROSS REAL ESTATE INVESTMENT AS OF
SEPTEMBER 30, 2023 1
Current 2
$112,271 
2024— — 
2025105,251 
2026181,636 
2027110,388 
2028133,911 
202981,815 
2030— — 
2031108,894 
203224,626 
2033 and thereafter 3
317,650 
Total45 $1,176,442 
1Includes three properties totaling $45.3 million with stated purchase prices or prices based on fixed capitalization rates.
2These purchase options have been exercisable for an average of 13.6 years.
3Includes two medical office buildings that are recorded in the line item Investment in financing receivable, net on the Company's Condensed Consolidated Balance Sheet.

Non-GAAP Financial Measures and Key Performance Indicators
Management considers certain non-GAAP financial measures and key performance indicators to be useful supplemental measures of the Company's operating performance. A non-GAAP financial measure is generally defined as one that purports to measure 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, as well as reconciliations of these measures to the most directly comparable GAAP financial measures.
The non-GAAP financial measures and key performance indicators 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, as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities 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. Management believes that in order to facilitate a clear understanding of the Company's historical consolidated operating results, these measures should be examined in conjunction with net income and cash flows from operations as presented in the Condensed Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.
Funds from Operations ("FFO"), Normalized FFO and Funds Available for Distribution ("FAD")
FFO and FFO per share are operating performance measures adopted by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as the most commonly accepted and reported measure of a REIT’s operating performance equal to “net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus depreciation and amortization, impairment, and after adjustments for unconsolidated partnerships and joint ventures.”
In addition to FFO, the Company presents Normalized FFO and FAD. Normalized FFO is presented by adding to FFO acquisition-related costs, acceleration of debt issuance costs, debt extinguishment costs and other Company-defined normalizing items to evaluate operating performance. FAD is presented by adding to Normalized FFO non-real estate depreciation and amortization, non-cash financing receivable amortization, loan origination cost


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amortization, deferred financing fees amortization, stock-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 should not be considered as an alternative to net income as an indicator of the Company's financial performance or to cash flow from operating activities as an indicator of the Company's liquidity. FFO, Normalized FFO and FAD should be reviewed in connection with GAAP financial measures.
Management believes FFO, Normalized FFO, FFO per common share, Normalized FFO per share and FAD ("Non-GAAP Measures") provide an understanding of the operating performance of the Company’s properties without giving effect to certain significant non-cash items, primarily 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, impairments and gains or losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, Non-GAAP Measures can facilitate comparisons of operating performance between periods. The Company reports Non-GAAP Measures because these measures are observed by management to also be the predominant measures used by the REIT industry and by industry analysts to evaluate REITs. For these reasons, management deems it appropriate to disclose and discuss these Non-GAAP Measures. However, none of these measures represent cash generated from operating activities determined in accordance with GAAP and are not necessarily indicative of cash available to fund cash needs. Further, these measures should not be considered as an alternative to net income as an indicator of the Company’s operating performance or as an alternative to cash flow from operating activities as a measure of liquidity.


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The table below reconciles net income to FFO, Normalized FFO and FAD for the three and nine months ended September 30, 2023 and 2022.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
Amounts in thousands, except per share data2023202220232022
Net (loss) income attributable to common stockholders$(67,844)$28,304 $(237,728)$76,661 
Net (loss) income attributable to common stockholders per diluted share 1
$(0.18)$0.08 $(0.63)$0.35 
Gain on sales of real estate properties(48,811)(143,908)(56,974)(197,188)
Impairment of real estate properties56,873 — 138,314 (25)
Real estate depreciation and amortization185,143 159,643 556,255 272,634 
Non-controlling (loss) income from operating partnership units(841)377 (2,935)377 
Proportionate share of unconsolidated joint ventures4,421 3,526 13,674 8,702 
FFO adjustments$196,785 $19,638 $648,334 $84,500 
FFO adjustments per common share - diluted 7
$0.51 $0.06 $1.69 $0.40 
FFO attributable to common stockholders$128,941 $47,942 $410,606 $161,161 
FFO attributable to common stockholders per common share - diluted 7
$0.34 $0.14 $1.07 $0.76 
Acquisition and pursuit costs 2
769 482 1,725 3,137 
Merger-related costs 3
7,450 79,402 (3,366)92,603 
Merger-related fair value of debt instruments10,667 — 32,085 — 
Lease intangible amortization213 (2)600 891 
Non-routine legal costs/forfeited earnest money received — 346 275 577 
Allowance for credit losses 4
— — 8,599 — 
Debt financing costs(62)1,091 (62)2,520 
Unconsolidated JV normalizing items 5
90 154 300 332 
Normalized FFO adjustments$19,127 $81,473 $40,156 $100,060 
Normalized FFO adjustments per common share - diluted 8
$0.05 $0.24 $0.10 $0.47 
Normalized FFO attributable to common stockholders$148,068 $129,415 $450,762 $261,221 
Normalized FFO attributable to common stockholders per common share - diluted 8
$0.39 $0.39 $1.18 $1.23 
Non-real estate depreciation and amortization475 577 1,881 1,593 
Non-cash interest amortization 6
1,402 8,924 3,703 10,382 
Rent reserves, net442 457 1,759 616 
Straight-line rent, net(8,470)(7,715)(24,720)(10,251)
Share-based compensation 2,556 3,666 10,224 10,721 
Unconsolidated JV non-cash items 7
(231)(377)(828)(890)
Normalized FFO adjusted for non-cash items$144,242 $134,947 $442,781 $273,392 
2nd generation TI(21,248)(10,147)(47,366)(20,097)
Leasing commissions paid(8,907)(8,283)(21,413)(15,525)
Capital additions(14,354)(16,067)(31,949)(23,244)
FAD$99,733 $100,450 $342,053 $214,526 
FFO weighted average common shares outstanding - diluted 8
383,428 332,819 383,390 211,746 
1Potential 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.
2Acquisition and pursuit costs include third-party and travel costs related to the pursuit of acquisitions and developments.
3Includes costs incurred related to the Merger. For the nine months ended September 30, 2023, merger costs are net of a refund of $17.8 million for transfer taxes paid during the year ended December 31, 2022.
4For the nine months ended September 30, 2023, includes a $5.2 million credit allowance for a mezzanine loan included in "Impairment of real estate and credit loss reserves" on the Statement of Operations and $3.4 million reserve included in “Rental Income” on the Statement of Operations for previously deferred rent and straight line rent for three skilled nursing facilities.
5Includes the Company's proportionate share of acquisition and pursuit costs related to unconsolidated joint ventures.
6Includes the amortization of deferred financing costs, discounts and premiums, and non-cash financing receivable amortization.
7Includes the Company's proportionate share of straight-line rent, net related to unconsolidated joint ventures.
8The Company utilizes the treasury stock method which includes the dilutive effect of nonvested share-based awards outstanding of 432,597 and 426,940, respectively, for the three and nine months ended September 30, 2023, and the diluted impact of 4,042,993 OP units outstanding for the three and nine months ended September 30, 2023.


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Cash Net Operating Income ("NOI") and Merger Combined Same Store Cash NOI
Cash NOI and Merger Combined 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, interest from financing receivables less property operating expenses. Cash NOI excludes non-cash items such as above and below market lease intangibles, straight-line rent, lease inducements, financing receivable amortization, tenant improvement amortization and leasing commission amortization. The Company also excludes cash lease termination fees. Cash NOI is historical and not necessarily indicative of future results.
Merger Combined 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 or intended for sale, properties undergoing redevelopment, and newly redeveloped or developed properties.
Legacy HTA properties that met the same store criteria are included in both periods shown as if they were owned by the Company for the full analysis period. The Legacy HR same store pool represented approximately 35% of the NOI of the combined company at the time of the Merger. Management believes that continued reporting of the same store portfolio of only the pre-Merger accounting acquirer (i.e., Legacy HR) offered little value to the investor who was seeking to understand the operating performance and growth potential of the combined company. The Company was provided access to the underlying financial statements of Legacy HTA (which financial statements had been audited or, in the case of interim periods, reviewed) and other detailed information about each property, such as the acquisition date. Based on this available information, the Company was able to consistently apply its same store definition across the combined portfolio, resulting in approximately 85% of the combined portfolio being represented in the same store presentation.
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 merger combined same store pool once the Company has owned the property for eight full quarters. Newly developed or redeveloped properties will be included in the merger combined same store pool eight full quarters after substantial completion.
The following table reflects the Company's Merger Combined Same Store Cash NOI for the nine months ended September 30, 2023 and 2022.
NUMBER OF PROPERTIESGROSS INVESTMENT
at September 30, 2023
MERGER COMBINED SAME STORE CASH NOI for the nine months ended September 30,
Dollars in thousands20232022
Merger combined same store properties584 $11,868,621 $538,486 $524,066 
Joint venture same store properties12 185,274 $7,617 $7,138 










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The following tables reconcile net income to Merger Combined Same Store NOI and the merger combined same store property metrics to the total owned real estate portfolio for the nine months ended September 30, 2023 and 2022:
Reconciliations of Legacy HR and Merger Combined Same Store Cash NOI
MERGER COMBINED SAME STORE RECONCILIATION
NINE MONTHS ENDED SEPTEMBER 30,
Dollars in thousands20232022
Net (loss) income attributable to common stockholders$(237,728)$76,661 
Other expense (income)281,846 (111,291)
General and administrative expense43,796 38,317 
Depreciation and amortization expense550,661 267,889 
Other expenses 1
7,753 103,622 
Straight-line rent revenue, net(24,720)(10,251)
Joint venture properties14,418 8,480 
Other revenue 2
(14,091)(9,247)
621,935 364,180 
Pre-Merger Legacy HTA NOI— 282,502 
Cash NOI621,935 646,682 
Cash NOI not included in same store(75,832)(115,478)
Same store joint venture properties(7,617)(7,138)
Merger combined same store cash NOI$538,486 $524,066 
1.Includes acquisition and pursuit costs, Merger-related costs, rent reserves, above and below market ground lease intangible amortization, leasing commission amortization and ground lease straight-line rent expense.
2.Includes management fee income, interest, above and below market lease intangible amortization, lease inducement amortization, lease terminations and tenant improvement overage amortization.

LEGACY HR SAME STORE RECONCILIATION
NINE MONTHS ENDED SEPTEMBER 30,
Dollars in thousands20232022
Net (loss) income attributable to common stockholders$(237,728)$76,661 
Other expense (income)281,846 (111,291)
General and administrative expense43,796 38,317 
Depreciation and amortization expense550,661 267,889 
Other expenses 1
7,753 103,622 
Straight-line rent revenue, net(24,720)(10,251)
Joint venture properties14,418 8,480 
Other revenue 2
(14,091)(9,247)
621,935 364,180 
Cash NOI not included in same store(383,036)(134,761)
Legacy HR same store cash NOI 3
$238,899 $229,419 
1Includes acquisition and pursuit costs, Merger-related costs, rent reserves, above and below market ground lease intangible amortization, leasing commission amortization and ground lease straight-line rent expense.
2Includes management fee income, interest, above and below market lease intangible amortization, lease inducement amortization, lease terminations and tenant improvement overage amortization.
3Legacy HR same store cash NOI includes 221 properties.


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Reconciliation of Merger Combined Same Store Properties
AS OF SEPTEMBER 30, 2023
Dollars and square feet in thousandsPROPERTY COUNT
GROSS INVESTMENT 1
SQUARE
FEET
OCCUPANCY
Merger combined same store properties
584 $11,868,621 34,798 89.2 %
Joint venture same store properties12 185,274 998 87.9 %
Wholly owned and joint venture acquisitions72 977,461 2,895 90.2 %
Development completions151,775 405 73.3 %
Redevelopments16 408,316 1,368 51.1 %
Planned Dispositions137,017 582 71.1 %
Total 697 $13,728,464 41,046 87.6 %
Joint venture properties34 358,015 1,949 86.9 %
Total owned real estate properties663 $13,370,449 39,097 87.6 %
1Excludes assets held for sale, construction in progress, land held for development, corporate property and financing lease right-of-use assets unrelated to an imputed lease arrangement as a result of a sale leaseback transaction.

Results of Operations
Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022
The Company’s results of operations for the three months ended September 30, 2023 compared to the same period in 2022 were impacted by the Merger, acquisitions, developments, dispositions, gains on sale, and capital markets transactions.
Revenues
Rental income increased $34.4 million, or 11.5%, for the three months ended September 30, 2023 compared to the prior year period. This increase is primarily comprised of the following:
Acquisitions in 2022 and 2023 contributed $3.7 million.
Leasing activity, including contractual rent increases, contributed $9.1 million.
Dispositions in 2022 and 2023 resulted in a decrease of $5.7 million.
Impact from the Merger contributed $27.3 million.
Interest income increased $0.9 million, or 26.7%, for the three months ended September 30, 2023 compared to the prior year period primarily as a result of a note receivable entered into with a buyer upon disposition of a property in the first quarter of 2023.
Other operating income increased $0.6 million, or 14.9%, for the three months ended September 30, 2023 compared to the prior year period primarily as a result of variable parking and management fees.
Expenses
Property operating expenses increased $19.2 million, or 17.0%, for the three months ended September 30, 2023 compared to the prior year period primarily as a result of the following activity:
Acquisitions in 2022 and 2023 resulted in an increase of $1.8 million.
Increases in portfolio operating expenses as follows:
Utilities expense of $1.6 million;
Administrative, leasing commissions, and other legal expense of $0.7 million;
Maintenance and repair expense of $0.5 million;
Property taxes of $0.5 million;
Janitorial expense of $0.4 million; and
Security expense of $0.2 million.
Insurance expense decreased $0.4 million.


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Dispositions in 2022 and 2023 resulted in a decrease of $5.2 million.
Impact from the Merger resulted in an increase of $19.1 million.
General and administrative expenses decreased approximately $3.3 million, or 20.0%, for the three months ended September 30, 2023 compared to the prior year period primarily as a result of the following activity:
Decrease in payroll and payroll related expenses of approximately $3.1 million.
Decrease in cash compensation incentive expense of $0.6 million.
Decrease in non-cash compensation incentive expense of $1.0 million.
Net increases, primarily due to impacts from the Merger, including professional fees, audit services, insurance and other administrative costs, of $1.4 million.
Merger-related costs decreased $72.0 million, or 90.6%, for the three months ended September 30, 2023 compared to the prior year period primarily due to a reduction in legal and consulting services in connection with the Merger including a refund of $17.8 million related to state transfer taxes.
Depreciation and amortization expense increased $24.9 million, or 15.7%, for the three months ended September 30, 2023 compared to the prior year period primarily as a result of the following activity:
Acquisitions in 2022 and 2023 resulted in an increase of $1.5 million.
Various building and tenant improvement expenditures resulted in an increase of $7.0 million.
Dispositions in 2022 and 2023 resulted in a decrease of $5.7 million.
Assets that became fully depreciated resulted in a decrease of $4.9 million.
Impact from the Merger resulted in an increase of $27.0 million.
Other Income (Expense)
Gains on sale of real estate properties
In the third quarter of 2023, the Company recognized gains of approximately $48.8 million. In the third quarter of 2022, the Company recognized gains of approximately $143.9 million.
Interest expense
Interest expense increased $13.3 million, or 25.0%, for the three months ended September 30, 2023 compared to the prior year period. The components of interest expense are as follows:
THREE MONTHS ENDED SEPTEMBER 30,CHANGE
Dollars in thousands20232022$%
Contractual interest$53,911 $42,019 $11,892 28.3 %
Net discount/premium accretion9,785 7,617 2,168 28.5 %
Debt issuance costs amortization1,338 1,341 (3)(0.2)%
Amortization of interest rate swap settlement42 42 — — %
Amortization of treasury hedge settlement107 107 — — %
Fair value derivative988 1,732 (744)(43.0)%
Interest cost capitalization(795)(703)(92)13.1 %
Interest on lease liabilities928 889 39 4.4 %
Total interest expense$66,304 $53,044 $13,260 25.0 %
Contractual interest expense increased $11.9 million, or 28.3%, for the three months ended September 30, 2023 compared to the prior year period primarily as a result of the following activity:
Senior notes and unsecured term loans assumed in the Merger accounted for an increase of approximately $3.3 million.
New unsecured term loans executed with the amended credit facility accounted for an increase of approximately $8.4 million.
The Company's Unsecured Term Loans due 2024 and 2026 accounted for an increase of approximately $2.7 million.


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The Unsecured Credit Facility accounted for an increase of approximately $2.0 million due to an increased weighted average balance outstanding and an increase in the weighted average interest rate.
Active interest rate derivatives accounted for a decrease of $4.4 million.
Mortgage note repayments, net of assumptions, accounted for a decrease of approximately $0.1 million.
Impairment of Real Estate Properties
In the third quarter of 2023, the Company recognized impairments totaling $56.9 million primarily due to the sale of two properties, 12 properties classified into held for sale, and six properties with changes in the expected holding periods.
Equity loss from unconsolidated joint ventures
The Company recognized its proportionate share of losses from its unconsolidated joint ventures. These losses are primarily attributable to non-cash depreciation expense. See Note 3 to the Condensed Consolidated Financial Statements accompanying this report for more details regarding the Company's unconsolidated joint ventures.
Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022
The Company’s results of operations for the nine months ended September 30, 2023 compared to the same period in 2022 were impacted by the Merger, acquisitions, developments, dispositions, gains on sale, and capital markets transactions.
Revenues
Rental income increased $409.1 million, or 70.8%, for the nine months ended September 30, 2023 compared to the prior year period. This increase is primarily comprised of the following:
Acquisitions in 2022 and 2023 contributed $17.4 million.
Leasing activity, including contractual rent increases, contributed $4.5 million.
Dispositions in 2022 and 2023 resulted in a decrease of $20.0 million.
Impact from the Merger contributed $407.2 million.
Interest income increased $5.5 million, or 75.3%, from the prior year period primarily as result of notes receivables assumed in the Merger and a note receivable entered into with a buyer upon disposition of a property in the first quarter of 2023.
Other operating income increased $4.2 million, or 45.7%, from the prior year period primarily as a result of variable parking and asset management fees assumed in the Merger.
Expenses
Property operating expenses increased $152.1 million, or 67.0%, for the nine months ended September 30, 2023 compared to the prior year period primarily as a result of the following activity:
Acquisitions in 2022 and 2023 resulted in an increase of $7.8 million.
Increases in portfolio operating expenses as follows:
Utilities expense of $5.4 million;
Maintenance and repair of $2.2 million;
Administrative, leasing commissions, and other legal expense of $2.1 million;
Janitorial expense of $1.5 million;
Insurance expense of $0.3 million; and
Security expense of $0.1 million.
Dispositions in 2022 and 2023 resulted in a decrease of $9.7 million.
Payroll expense resulted in a decrease of $1.0 million.
Impact from the Merger resulted in an increase of $143.4 million.


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General and administrative expenses increased approximately $5.5 million, or 14.3%, for the nine months ended September 30, 2023 compared to the prior year period primarily as a result of the following activity:
Decrease in payroll and payroll related expenses of $1.2 million.
Decrease in incentive-based awards of $1.1 million.
Decrease in non-cash compensation incentive expense of $0.7 million.
Net increases, primarily due to impacts from the Merger, including professional fees, audit services, insurance, travel and other administrative costs, of $8.5 million.
Merger-related costs decreased $96.0 million, or 103.6%, for the nine months ended September 30, 2023 primarily due to a reduction in legal and consulting services in connection with the Merger, including a refund of $17.8 million related to state transfer taxes.
Depreciation and amortization expense increased $282.8 million, or 105.6%, for the nine months ended September 30, 2023 compared to the prior year period primarily as a result of the following activity:
Acquisitions in 2022 and 2023 resulted in an increase of $9.3 million.
Various building and tenant improvement expenditures resulted in an increase of $15.9 million.
Dispositions in 2022 and 2023 resulted in a decrease of $4.7 million.
Assets that became fully depreciated resulted in a decrease of $15.7 million.
Impact from the Merger including a reset for fair value resulted in an increase of $278.0 million.
Other Income (Expense)
Gains on sale of real estate properties
Gains on the sale of real estate properties for the nine months ended September 30, 2023 and 2022 totaled $57.0 million and $197.2 million, respectively.
Interest expense
Interest expense increased $113.1 million, or 137.6%, for the nine months ended September 30, 2023 compared to the prior year period. The components of interest expense are as follows:
NINE MONTHS ENDED SEPTEMBER 30,CHANGE
Dollars in thousands20232022$ %
Contractual interest$157,443 $68,470 $88,973 129.9 %
Net discount/premium accretion29,025 7,747 21,278 274.7 %
Debt issuance costs amortization4,376 2,760 1,616 58.6 %
Amortization of interest rate swap settlement126 126 — — %
Amortization of treasury hedge settlement320 320 — — %
Fair value derivative3,414 1,732 1,682 97.1 %
Interest cost capitalization(2,077)(848)(1,229)144.9 %
Interest on lease liabilities2,770 1,941 829 42.7 %
Total interest expense$195,397 $82,248 $113,149 137.6 %
Contractual interest expense increased $89.0 million, or 129.9%, for the nine months ended September 30, 2023 compared to the prior year period primarily as a result of the following activity:
Senior notes and unsecured term loans assumed with the Merger accounted for an increase of approximately $55.8 million.
New unsecured term loans executed with the amended credit facility accounted for an increase of approximately $27.3 million.
The Company's Unsecured Term Loans due 2024 and 2026, net of swaps, accounted for an increase of approximately $10.4 million.
The Unsecured Credit Facility accounted for an increase of approximately $10.1 million due to an increased weighted average balance outstanding and an increase in the weighted average interest rate.
Interest rate derivatives accounted for a decrease of $14.4 million.


38


Mortgage note repayments, net of assumptions, accounted for a decrease of approximately $0.2 million.
Impairment of Real Estate Properties and Credit Loss Reserves
During the nine months ended September 30, 2023, the Company recognized impairments totaling $138.3 million relating to six properties that were sold, one land parcel that was sold, 17 properties reclassified to held for sale and five additional properties due to changes in the expected holding periods. In addition, the Company recorded $5.2 million in credit loss reserves related to notes receivables. See Note 1 to the Condensed Consolidated Financial Statements accompanying this report for more details regarding the Company's notes receivables and credit loss reserves.
Equity loss from unconsolidated joint ventures
The Company recognized its proportionate share of losses from its unconsolidated joint ventures, These losses are primarily attributable to non-cash depreciation expense. See Note 3 to the Condensed Consolidated Financial Statements accompanying this report for more details regarding the Company's unconsolidated joint ventures.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to market risk in the form of changing interest rates on its debt and mortgage notes. Management uses regular monitoring of market conditions and analysis techniques to manage this risk. During the nine months ended September 30, 2023, there were no material changes in the quantitative and qualitative disclosures about market risks presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports it files or submits under the Exchange Act.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is, from time to time, 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.


39


Item 1A. Risk Factors
In addition to the other information set forth in this report, an investor should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect the Company’s business, financial condition or future results. The risks, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, are not the only risks facing the Company. Additional risks and uncertainties not currently known to management or that management currently deems immaterial also may materially, adversely affect the Company’s business, financial condition, operating results or cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the nine months ended September 30, 2023, the Company withheld and canceled shares of Company common stock to satisfy employee tax withholding obligations payable upon the vesting of non-vested shares, as follows:
    
PERIODTOTAL NUMBER OF SHARES PURCHASEDAVERAGE PRICE PAID per shareTOTAL NUMBER OF SHARES purchased as part of publicly announced plans or programsMAXIMUM NUMBER OF SHARES that may yet be purchased under the plans or programs
January 1 - January 31
— $— — — 
February 1 - February 28
38,632 21.71 — — 
March 1 - March 31
— — — — 
April 1 - April 30
— — — — 
May 1 - May 31
— — — — 
June 1 - June 30— — — — 
July 1 - July 31— — — — 
August 1 - August 31— — — — 
September 1 - September 30— — — — 
Total38,632 $21.71 
Item 5. Other Information
During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading agreement" or "non-Rule 10b5-1 trading agreement," as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
EXHIBITDESCRIPTION
Exhibit 3.1
Exhibit 3.2
Exhibit 4.1


40


Exhibit 101.INSThe instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCHXBRL Taxonomy Extension Schema Document (furnished electronically herewith)
Exhibit 101.CALXBRL Taxonomy Extension Calculation Linkbase Document (furnished electronically herewith)
Exhibit 101.LABXBRL Taxonomy Extension Labels Linkbase Document (furnished electronically herewith)
Exhibit 101.DEFXBRL Taxonomy Extension Definition Linkbase Document (furnished electronically herewith)
Exhibit 101.PREXBRL Taxonomy Extension Presentation Linkbase Document (furnished electronically herewith)
1 Filed as an exhibit to the Company'a (File No. 001-35568) Form 10-Q filed with the SEC on August 8, 2023 and hereby incorporated by reference.
2 Filed as an exhibit to Legacy HTA's (File No. 001-35568) Form 8-K filed with the SEC on April 29, 2020 and hereby incorporated by reference.





41


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HEALTHCARE REALTY TRUST INCORPORATED
By:/s/ J. CHRISTOPHER DOUGLAS
J. Christopher Douglas
Executive Vice President and Chief Financial Officer
November 3, 2023


42




Exhibit 22.1

LIST OF SUBSIDIARY ISSUERS OF GUARANTEED SECURITIES

As of September 30, 2023, Healthcare Realty Trust Incorporated is the guarantor of the outstanding debt securities of its subsidiaries, as listed below.

Debt Instrument
Issuer
3.88% Senior Notes due 2025Healthcare Realty Holdings, L.P.
3.50% Senior Notes due 2026Healthcare Realty Holdings, L.P.
3.75% Senior Notes due 2027Healthcare Realty Holdings, L.P.
3.63% Senior Notes due 2028Healthcare Realty Holdings, L.P.
3.10% Senior Notes due 2030Healthcare Realty Holdings, L.P.
2.40% Senior Notes due 2030Healthcare Realty Holdings, L.P.
2.05% Senior Notes due 2031Healthcare Realty Holdings, L.P.
2.00% Senior Notes due 2031Healthcare Realty Holdings, L.P.


CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302

Exhibit 31.1
Healthcare Realty Trust Incorporated
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Todd J. Meredith, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Healthcare Realty Trust Incorporated;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
Date:
November 3, 2023
/s/ TODD J. MEREDITH
Todd J. Meredith
President and Chief Executive Officer



CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302
Exhibit 31.2
Healthcare Realty Trust Incorporated
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, J. Christopher Douglas, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Healthcare Realty Trust Incorporated;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


 
Date:
November 3, 2023
/s/ J. CHRISTOPHER DOUGLAS
J. Christopher Douglas
Executive Vice President and Chief Financial Officer



CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350 SECTION 906
Exhibit 32
Healthcare Realty Trust Incorporated
Certification Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

    In connection with the Quarterly Report of Healthcare Realty Trust Incorporated (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd J. Meredith, President and Chief Executive Officer of the Company, and I, J. Christopher Douglas, Executive Vice President and Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:
November 3, 2023
/s/ TODD J. MEREDITH
Todd J. Meredith
President and Chief Executive Officer
/s/ J. CHRISTOPHER DOUGLAS
J. Christopher Douglas
Executive Vice President and Chief Financial Officer


v3.23.3
Cover Page - shares
9 Months Ended
Sep. 30, 2023
Oct. 27, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2023  
Document Transition Report false  
Entity File Number 001-35568  
Entity Registrant Name HEALTHCARE REALTY TRUST INCORPORATED  
Entity Incorporation, State or Country Code MD  
Entity Tax Identification Number 20-4738467  
Entity Address, Address Line One 3310 West End Avenue  
Entity Address, Address Line Two Suite 700  
Entity Address, City or Town Nashville  
Entity Address, State or Province TN  
Entity Address, Postal Zip Code 37203  
City Area Code 615  
Local Phone Number 269-8175  
Title of 12(b) Security Class A Common Stock, $0.01 par value per share  
Trading Symbol HR  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   380,874,078
Entity Central Index Key 0001360604  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Real estate properties    
Land $ 1,387,821 $ 1,439,798
Buildings and improvements 11,004,195 11,332,037
Lease intangibles 890,273 959,998
Personal property 12,686 11,907
Investment in financing receivable, net 120,975 120,236
Financing lease right-of-use assets 82,613 83,824
Construction in progress 85,644 35,560
Land held for development 59,871 74,265
Total real estate properties 13,644,078 14,057,625
Less accumulated depreciation and amortization (2,093,952) (1,645,271)
Total real estate properties, net 11,550,126 12,412,354
Cash and cash equivalents 24,668 60,961
Assets held for sale, net 57,638 18,893
Operating lease right-of-use assets 323,759 336,983
Investments in unconsolidated joint ventures 325,453 327,248
Goodwill 250,530 223,202
Other assets, net 571,554 469,990
Total assets 13,103,728 13,849,631
Liabilities    
Notes and bonds payable 5,227,413 5,351,827
Accounts payable and accrued liabilities 204,947 244,033
Liabilities of assets held for sale 3,814 437
Operating lease liabilities 273,319 279,895
Financing lease liabilities 74,087 72,939
Other liabilities 211,365 218,668
Total liabilities 5,994,945 6,167,799
Commitments and contingencies
Redeemable non-controlling interests 3,195 2,014
Stockholders' equity    
Preferred stock, $.01 par value per share; 200,000 shares authorized; none issued and outstanding 0 0
Class A Common stock, $.01 par value per share; 1,000,000 shares authorized; 380,860 and 380,590 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively 3,809 3,806
Additional paid-in capital 9,597,629 9,587,637
Accumulated other comprehensive income 17,079 2,140
Cumulative net income attributable to common stockholders 1,069,327 1,307,055
Cumulative dividends (3,684,144) (3,329,562)
Total stockholders' equity 7,003,700 7,571,076
Non-controlling interest 101,888 108,742
Total equity 7,105,588 7,679,818
Total liabilities and equity $ 13,103,728 $ 13,849,631
v3.23.3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, authorized (in shares) 200,000,000 200,000,000
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized (in shares) 1,000,000,000 1,000,000,000
Common stock, issued (in shares) 380,860,000 380,590,000
Common stock, outstanding (in shares) 380,860,000 380,590,000
v3.23.3
Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenues        
Rental income $ 333,335 $ 298,931 $ 987,109 $ 578,052
Interest income 4,264 3,366 12,711 7,253
Other operating 4,661 4,057 13,508 9,270
Revenues 342,260 306,354 1,013,328 594,575
Expenses        
Property operating 131,639 112,473 379,074 226,947
General and administrative 13,396 16,741 43,796 38,317
Acquisition and pursuit costs 769 482 1,725 3,137
Merger-related costs 7,450 79,402 (3,366) 92,603
Depreciation and amortization 182,989 158,117 550,661 267,889
Expenses 336,243 367,215 971,890 628,893
Other income (expense)        
Gain on sales of real estate properties 48,811 143,908 56,974 197,188
Interest expense (66,304) (53,044) (195,397) (82,248)
Gain (loss) on extinguishment of debt 62 (1,091) 62 (2,520)
Impairment of real estate properties and credit loss reserves (56,873) 0 (143,510) 25
Equity loss from unconsolidated joint ventures (456) (124) (1,253) (776)
Interest and other income (expense), net 139 (172) 1,278 (378)
Total other income (expense) (74,621) 89,477 (281,846) 111,291
Net (loss) income (68,604) 28,616 (240,408) 76,973
Net loss (income) attributable to non-controlling interests 760 (312) 2,680 (312)
Net (loss) income attributable to common stockholders $ (67,844) $ 28,304 $ (237,728) $ 76,661
Basic earnings per common share (in dollars per share) $ (0.18) $ 0.08 $ (0.63) $ 0.36
Diluted earnings per common share (in dollars per share) $ (0.18) $ 0.08 $ (0.63) $ 0.35
Weighted average common shares outstanding - basic (in shares) 378,925,339 328,805,255 378,886,107 209,806,810
Weighted average common shares outstanding - diluted (in shares) 378,925,339 332,031,384 378,886,107 210,943,990
Revenue, Product and Service [Extensible List] Service [Member] Service [Member] Service [Member] Service [Member]
v3.23.3
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Net (loss) income $ (68,604) $ 28,616 $ (240,408) $ 76,973
Interest rate swaps        
Reclassification adjustments for (gains) losses included in net income (interest expense) (4,168) 763 (9,874) 2,672
Gains arising during the period on interest rate swaps 12,016 6,083 24,999 12,905
Other comprehensive income 7,848 6,846 15,125 15,577
Comprehensive (loss) income (60,756) 35,462 (225,283) 92,550
Less: comprehensive loss (income) attributable to non-controlling interests 663 (384) 2,494 (384)
Comprehensive (loss) income attributable to common stockholders (60,093) 35,078 (222,789) 92,166
Interest Rate Swaps        
Interest rate swaps        
Gains arising during the period on interest rate swaps $ 12,016 $ 6,083 $ 24,999 $ 12,905
v3.23.3
Condensed Consolidated Statements of Equity and Redeemable Non-Controlling Interests - USD ($)
$ in Thousands
Total
Total Stockholders’ Equity
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Cumulative Net Income
Cumulative Dividends
Non-controlling Interests
Beginning balance at Dec. 31, 2021 $ 2,185,116 $ 2,185,116 $ 1,505 $ 3,972,917 $ (9,981) $ 1,266,158 $ (3,045,483) $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Issuance of common stock, net of issuance costs 22,855 22,855 8 22,847        
Merger consideration transferred 5,687,165 5,576,463 2,289 5,574,174       110,702
Non-controlling interests acquired 1,266             1,266
Common stock redemptions (248) (248)   (248)        
Share-based compensation 16,772 16,772 4 16,768        
Redemption of non-controlling interest 1 98   98       (97)
Net (loss) income 76,973 76,661       76,661   312
Reclassification adjustments for gains included in net income (interest expense) 2,672 2,664     2,664     8
Gains arising during the period on interest rate swaps 12,905 12,841     12,841     64
Dividends to common stockholders and distributions to non-controlling interest holders (166,451) (166,009)         (166,009) (442)
Ending balance at Sep. 30, 2022 7,839,026 7,727,213 3,806 9,586,556 5,524 1,342,819 (3,211,492) 111,813
Redeemable Non-controlling Interests, beginning balance at Dec. 31, 2021 0              
Redeemable Non-controlling Interests, ending balance at Sep. 30, 2022 0              
Beginning balance at Jun. 30, 2022 2,177,866 2,177,866 1,516 4,002,525 (1,250) 1,314,515 (3,139,440) 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Issuance of common stock, net of issuance costs 84 84   84        
Merger consideration transferred 5,687,165 5,576,463 2,289 5,574,174       110,702
Non-controlling interests acquired 1,266             1,266
Common stock redemptions (41) (41)   (41)        
Share-based compensation 9,717 9,717 1 9,716        
Redemption of non-controlling interest 1 98   98       (97)
Net (loss) income 28,616 28,304       28,304   312
Reclassification adjustments for gains included in net income (interest expense) 763 755     755     8
Gains arising during the period on interest rate swaps 6,083 6,019     6,019     64
Dividends to common stockholders and distributions to non-controlling interest holders (72,494) (72,052)         (72,052) (442)
Ending balance at Sep. 30, 2022 7,839,026 7,727,213 3,806 9,586,556 5,524 1,342,819 (3,211,492) 111,813
Redeemable Non-controlling Interests, beginning balance at Jun. 30, 2022 0              
Redeemable Non-controlling Interests, ending balance at Sep. 30, 2022 0              
Beginning balance at Dec. 31, 2022 7,679,818 7,571,076 3,806 9,587,637 2,140 1,307,055 (3,329,562) 108,742
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Issuance of common stock, net of issuance costs 112 112   112        
Common stock redemptions (1,587) (1,587)   (1,587)        
Share-based compensation 11,470 11,470 3 11,467        
Net (loss) income (240,408) (237,728)       (237,728)   (2,680)
Reclassification adjustments for gains included in net income (interest expense) (9,874) (9,757)     (9,757)     (117)
Gains arising during the period on interest rate swaps 24,999 24,696     24,696     303
Dividends to common stockholders and distributions to non-controlling interest holders (358,942) (354,582)         (354,582) (4,360)
Ending balance at Sep. 30, 2023 7,105,588 7,003,700 3,809 9,597,629 17,079 1,069,327 (3,684,144) 101,888
Redeemable Non-controlling Interests, beginning balance at Dec. 31, 2022 2,014              
Redeemable Non-controlling Interests                
Contributions from redeemable non-controlling interests 1,210              
Adjustments to redemption value of redeemable non-controlling interests (29)              
Redeemable Non-controlling Interests, ending balance at Sep. 30, 2023 3,195              
Beginning balance at Jun. 30, 2023 7,283,417 7,179,399 3,808 9,595,033 9,328 1,137,171 (3,565,941) 104,018
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Issuance of common stock, net of issuance costs 33 33   33        
Common stock redemptions 8 8   8        
Share-based compensation 2,556 2,556 1 2,555        
Net (loss) income (68,604) (67,844)       (67,844)   (760)
Reclassification adjustments for gains included in net income (interest expense) (4,168) (4,118)     (4,118)     (50)
Gains arising during the period on interest rate swaps 12,016 11,869     11,869     147
Dividends to common stockholders and distributions to non-controlling interest holders (119,670) (118,203)         (118,203) (1,467)
Ending balance at Sep. 30, 2023 7,105,588 $ 7,003,700 $ 3,809 $ 9,597,629 $ 17,079 $ 1,069,327 $ (3,684,144) $ 101,888
Redeemable Non-controlling Interests, beginning balance at Jun. 30, 2023 2,487              
Redeemable Non-controlling Interests                
Contributions from redeemable non-controlling interests 710              
Adjustments to redemption value of redeemable non-controlling interests (2)              
Redeemable Non-controlling Interests, ending balance at Sep. 30, 2023 $ 3,195              
v3.23.3
Condensed Consolidated Statements of Equity and Redeemable Non-Controlling Interests (Parenthetical) - $ / shares
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Statement of Stockholders' Equity [Abstract]        
Dividends to common stockholders and distributions to non-controlling interest holders (in dollars per share) $ 0.31 $ 0.31 $ 0.93 $ 0.93
v3.23.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
OPERATING ACTIVITIES    
Net (loss) income $ (240,408) $ 76,973
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 550,661 267,889
Other amortization 33,822 11,875
Share-based compensation 11,470 16,772
Amortization of straight-line rent receivable (lessor) (29,320) (12,267)
Amortization of straight-line rent on operating leases (lessee) 4,600 2,016
Gain on sales of real estate properties (56,974) (197,188)
(Gain) loss on extinguishment of debt (62) 2,520
Impairment of real estate properties and credit loss reserves 143,510 (25)
Equity loss from unconsolidated joint ventures 1,253 776
Distributions from unconsolidated joint ventures 4,366 893
Non-cash interest from financing and notes receivable (1,067) (1,901)
Changes in operating assets and liabilities:    
Other assets, including right-of-use-assets (34,632) (19,230)
Accounts payable and accrued liabilities (32,060) 35,769
Other liabilities 17,345 (58,213)
Net cash provided by operating activities 372,504 126,659
INVESTING ACTIVITIES    
Acquisitions of real estate (48,106) (376,924)
Development of real estate (31,318) (17,572)
Additional long-lived assets (156,871) (97,797)
Funding of mortgages and notes receivable (14,597) (3,441)
Investments in unconsolidated joint ventures (3,824) (99,586)
Investment in financing receivable (310)  
Investment in financing receivable   167
Contributions from redeemable non-controlling interests 710 0
Proceeds from sales of real estate properties and additional long-lived assets 366,779 870,806
Proceeds from notes receivable repayments 0 500
Cash assumed in Merger, including restricted cash for special dividend payment 0 1,149,681
Net cash provided by investing activities 112,463 1,425,834
FINANCING ACTIVITIES    
Net repayments on unsecured credit facility (149,000) (154,400)
Borrowings on term loans 0 666,500
Repayment on term loan 0 (718,500)
Repayments of notes and bonds payable (11,988) (18,880)
Redemption of notes and bonds payable 0 (2,184)
Dividends paid (354,171) (165,735)
Special dividend paid in relation to the Merger 0 (1,123,648)
Net proceeds from issuance of common stock 110 22,851
Common stock redemptions (1,834) (894)
Distributions to non-controlling interest holders (3,836) (442)
Debt issuance and assumption costs (529) (12,753)
Payments made on finance leases (12) 0
Net cash used in financing activities (521,260) (1,508,085)
(Decrease) increase in cash and cash equivalents (36,293) 44,408
Cash and cash equivalents at beginning of period 60,961 13,175
Cash and cash equivalents at end of period 24,668 57,583
Supplemental Cash Flow Information    
Interest paid 185,402 83,382
Mortgage note receivable taken in connection with sale of real estate 45,000 0
Invoices accrued for construction, tenant improvements and other capitalized costs 32,590 52,840
Mortgage note payable assumed in connection with acquisition of real estate, net 5,284 0
Capitalized interest $ 2,077 $ 848
v3.23.3
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Business Overview
Healthcare Realty Trust Incorporated is a real estate investment trust ("REIT") that owns, leases, manages, acquires, finances, develops and redevelops income-producing real estate properties associated primarily with the delivery of outpatient healthcare services throughout the United States. As of September 30, 2023, the Company had gross investments of approximately $13.6 billion in 663 wholly-owned real estate properties, construction in progress, redevelopments, financing receivables, financing lease right-of-use assets, land held for development and corporate property. The Company's 663 real estate properties are located in 35 states and total approximately 39.1 million square feet. The Company provided leasing and property management services to approximately 38.6 million square feet nationwide.
In addition, as of September 30, 2023, the Company had a weighted average ownership interest of approximately 44% in 34 real estate properties held in joint ventures. See Note 3 below for more details regarding the Company's unconsolidated joint ventures.
Any references to square footage or occupancy percentage, and any amounts derived from these values in these notes to the Company's Condensed Consolidated Financial Statements, are outside the scope of our independent registered public accounting firm’s review.
Basis of Presentation
For purposes of this Quarterly Report on Form 10-Q, references to the “Company” are to Legacy HR for periods prior to the closing of the Merger and thereafter to Legacy HR and Legacy HTA as the combined company after giving effect to the Merger. The Merger is described in more detail in Note 2 to these Condensed Consolidated Financial Statements. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. However, except as disclosed herein and specific disclosures included as a result of the Merger, management believes there has been no material change in the information disclosed in the Notes to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. All material intercompany transactions and balances have been eliminated in consolidation.
This interim financial information should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. In addition, the interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2023 for many reasons including, but not limited to, acquisitions, dispositions, capital financing transactions, changes in interest rates and the effects of other trends, risks and uncertainties.
Principles of Consolidation
The Company’s Condensed Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures and partnerships where the Company controls the operating activities. GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). Accounting Standards Codification (“ASC”) Topic 810, Consolidation broadly defines a VIE as an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is the VIE’s primary beneficiary, with any minority interests reflected as non-controlling interests or redeemable non-controlling interests in the accompanying Condensed Consolidated Financial Statements.
The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk, the disposition of all or a portion of an interest held by the primary beneficiary, or changes in facts and circumstances that impact the power to direct activities of the VIE that most significantly impacts economic performance. The Company performs this analysis on an ongoing basis.
For property holding entities not determined to be VIEs, the Company consolidates such entities in which it owns 100% of the equity or has a controlling financial interest evidenced by ownership of a majority voting interest. All intercompany balances and transactions are eliminated in consolidation. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity if it has the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements.
Healthcare Realty Holdings, L.P., a Delaware limited partnership (the "OP"), is 98.8% owned by the Company. Holders of operating partnership units (“OP Units”) are considered to be non-controlling interest holders in the OP and their ownership interests are reflected as equity on the accompanying Condensed Consolidated Balance Sheets. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity. As of September 30, 2023, there were approximately 4.7 million OP Units, or 1.2% of OP units issued and outstanding, held by non-controlling interest holders. Additionally, the Company is the primary beneficiary of this VIE. Accordingly, the Company consolidates the interests in the OP.
As of September 30, 2023, the Company had four consolidated VIEs, in addition to the OP, consisting of joint venture investments in which the Company is the primary beneficiary of the VIE based on the combination of operational control and the rights to receive residual returns or the obligation to absorb losses arising from the joint ventures. Accordingly, such joint ventures have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs, excluding the OP, in the aggregate:
(dollars in thousands)SEPTEMBER 30, 2023
Assets:
Net real estate investments$72,756 
Cash and cash equivalents1,766 
Receivables and other assets
2,594 
Total assets
$77,116 
Liabilities:
Accrued expenses and other liabilities
$16,909 
Total equity
60,207 
Total liabilities and equity
$77,116 
As of September 30, 2023, the Company had three unconsolidated VIEs consisting of two notes receivables and one joint venture. The Company does not have the power or economic interests to direct the activities of the VIEs on a stand-alone basis, and therefore it was determined that the Company was not the primary beneficiary. As a result, the Company accounts for the two notes receivables as amortized cost and a joint venture arrangement under the equity method. See below for additional information regarding the Company's unconsolidated VIEs.
(dollars in thousands) ORIGINATION DATELOCATIONSOURCECARRYING AMOUNT MAXIMUM EXPOSURE TO LOSS
2021
Houston, TX 1
Note receivable$30,797 $31,150 
2021
Charlotte, NC 1
Note receivable5,743 6,000 
2022
Texas 2
Joint venture63,579 63,579 
1Assumed mortgage note receivable in connection with the Merger.
2Includes investments in seven properties.
As of September 30, 2023, the Company's unconsolidated joint venture arrangements were accounted for using the equity method of accounting as the Company exercised significant influence over but did not control these entities. See Note 3 below for more details regarding the Company's unconsolidated joint ventures.
Use of Estimates in the Condensed Consolidated Financial Statements
Preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Actual results may differ from those estimates.
Reclassifications
Certain reclassifications have been made on the Company's prior year Condensed Consolidated Balance Sheet to conform to current year presentation. Previously, the Company's Lease intangibles were included in Building, improvements and lease intangibles and Goodwill was included with Other assets, net. These amounts are now classified as separate line items on the Company's Condensed Consolidated Balance Sheets.                                                     
Redeemable Non-Controlling Interests
The Company accounts for redeemable equity securities in accordance with ASC Topic 480: Accounting for Redeemable Equity Instruments, which requires that equity securities redeemable at the option of the holder, not solely within our control, be classified outside permanent stockholders’ equity. The Company classifies redeemable equity securities as redeemable non-controlling interests in the accompanying Condensed Consolidated Balance Sheets. Accordingly, the Company records the carrying amount at the greater of the initial carrying amount (increased or decreased for the non-controlling interest’s share of net income or loss and distributions) or the redemption value. We measure the redemption value and record an adjustment to the carrying value of the equity securities as a component of redeemable non-controlling interest. As of September 30, 2023, the Company had redeemable non-controlling interests of $3.2 million.
Asset Impairment
The Company assesses the potential for impairment of identifiable, definite-lived, intangible assets and long-lived assets, including real estate properties, whenever the occurrence of an event or a change in circumstances indicates that the carrying value might not be fully recoverable. Indicators of impairment may include significant underperformance of an asset relative to historical or expected operating results; significant changes in the Company’s use of assets or the strategy for its overall business; plans to sell an asset before its depreciable life has ended; the expiration of a significant portion of leases in a property; or significant negative economic trends or negative industry trends for the Company or its tenants. During the three and nine months ended September 30, 2023, the Company recognized real estate impairments totaling $56.9 million and $138.3 million, respectively, as a result of completed or planned disposition activity.
Investments in Leases - Financing Receivables, Net
In accordance with ASC Topic 842: Leases, for transactions in which the Company enters into a contract to acquire an asset and leases it back to the seller (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred when the seller-lessee has a purchase option. As a result, the Company does not recognize the underlying real estate asset but instead recognizes a financial asset in accordance with ASC Topic 310: Receivables. See below for additional information regarding the Company's financing receivables.
(dollars in thousands) ORIGINATION DATELOCATIONINTEREST RATECARRYING VALUE as of SEPTEMBER 30, 2023
May 2021Poway, CA5.73%$113,634 
November 2021Columbus, OH6.48%7,341 
$120,975 
Real Estate Notes Receivable
Real estate notes receivable consists of mezzanine and other real estate loans, which are generally collateralized by a pledge of the borrower’s ownership interest in the respective real estate owner, a mortgage or deed of trust, and/or corporate guarantees. Real estate notes receivable are intended to be held-to-maturity and are recorded at amortized cost, net of unamortized loan origination costs and fees and allowance for credit losses. As of September 30, 2023, real estate notes receivable, net, which are included in Other assets on the Company's Condensed Consolidated Balance Sheets, totaled $155.0 million.
(dollars in thousands)ORIGINATIONMATURITYSTATED INTEREST RATEMAXIMUM LOAN COMMITMENTOUTSTANDING as of
SEPT 30, 2023
ALLOWANCE FOR CREDIT LOSSESFAIR VALUE DISCOUNT AND FEESCARRYING VALUE as of SEPT 30, 2023
Mezzanine loans
Texas6/24/20216/24/20248.00 %$54,119 $54,119 $(5,196)$(3,067)$45,856 
Mortgage loans
Texas6/30/202112/31/20237.00 %31,150 31,150 — (353)30,797 
North Carolina12/22/202112/22/20248.00 %6,000 6,000 — (257)5,743 
Florida5/17/20222/27/20266.00 %65,000 27,651 — (49)27,602 
California3/30/20233/29/20266.00 %45,000 45,000 — — 45,000 
147,150 109,801 — (659)109,142 
$201,269 $163,920 $(5,196)$(3,726)$154,998 
Allowance for Credit Losses
Pursuant to ASC Topic 326, Financial Instruments - Credit Losses, the Company adopted a policy to evaluate current expected credit losses at the inception of loans qualifying for treatment under ASC Topic 326. The Company utilizes a probability of default method approach for estimating current expected credit losses and evaluates the liquidity and creditworthiness of its borrowers on a quarterly basis to determine whether any updates to the future expected losses recognized upon inception are necessary. The Company’s evaluation considers industry and economic conditions, credit enhancements, liquidity, and other factors.
In its assessment of current expected credit losses for real estate notes receivable, the Company utilizes past payment history of its borrowers, current economic conditions, and forecasted economic conditions through the maturity date of each note to estimate a probability of default and a resulting loss for each real estate note receivable. During the first quarter of 2023, the Company determined that the risk of credit loss on its mezzanine loans was no longer remote and recorded a credit loss reserve of $5.2 million.
The following table summarizes the Company's allowance for credit losses on real estate notes receivable:
Dollars in thousandsNINE MONTHS ENDED SEPTEMBER 30, 2023TWELVE MONTHS ENDED DECEMBER 31, 2022
Allowance for credit losses, beginning of period$— $— 
Credit loss reserves5,196 — 
Allowance for credit losses, end of period$5,196 $— 
Interest Income
Income from Lease Financing Receivables
The Company recognized the related income from two financing receivables totaling $2.0 million and $6.2 million, respectively, for the three and nine months ended September 30, 2023, and $2.0 million and $5.9 million, respectively for the three and nine months ended September 30, 2022, based on an imputed interest rate over the terms of the applicable lease. As a result, the interest recognized from the financing receivable in any particular period will not equal the cash payments from the lease agreement in that period.
Acquisition costs incurred in connection with entering into the financing receivable are treated as loan origination fees. These costs are classified with the financing receivable and are included in the balance of the net investment. Amortization of these amounts will be recognized as a reduction to Interest income over the life of the lease.
Income from Real Estate Notes Receivable
During the three and nine months ended September 30, 2023, the Company recognized interest income of $2.3 million and $6.5 million, respectively, related to real estate notes receivable. The Company recognizes interest income on an accrual basis unless the Company has determined that collectability of contractual amounts is not reasonably assured, at which point the note is placed on non-accrual status and interest income is recognized on a cash basis. As of January 1, 2023, the Company placed two of its real estate notes receivable with principal balances of $48.9 million on non-accrual status and accordingly did not recognize any interest income for the three and nine month periods ended September 30, 2023.
Revenue from Contracts with Customers (ASC Topic 606)
The Company recognizes certain revenue under the core principle of Topic 606. This topic requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease revenue is not within the scope of Topic 606. To achieve the core principle, the Company applies the five step model specified in the guidance.
Revenue that is accounted for under Topic 606 is segregated on the Company’s Condensed Consolidated Statements of Operations in the Other operating line item. This line item includes parking income, management fee income and other miscellaneous income. Below is a detail of the amounts by category:
THREE MONTHS ENDED
September 30,
NINE MONTHS ENDED
September 30,
in thousands2023202220232022
Type of Revenue
Parking income$2,751 $2,428 $7,511 $6,100 
Management fee income 1
1,552 1,426 5,122 2,864 
Miscellaneous358 203 875 306 
$4,661 $4,057 $13,508 $9,270 
1 Includes the recovery of certain expenses under the financing receivable as outlined in the management agreement.

The Company’s major types of revenue that are accounted for under Topic 606 that are listed above are all accounted for as the performance obligation is satisfied. The performance obligations that are identified for each of these items are satisfied over time, and the Company recognizes revenue monthly based on this principle.
v3.23.3
Merger with HTA
9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Merger with HTA Merger with HTA
On July 20, 2022 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated as of February 28, 2022 (the “Merger Agreement”), by and among Healthcare Realty Trust Incorporated, a Maryland corporation (now known as HRTI, LLC, a Maryland limited liability company) (“Legacy HR”), Healthcare Trust of America, Inc., a Maryland corporation (now known as Healthcare Realty Trust Incorporated) (“Legacy HTA”), the OP, and HR Acquisition 2, LLC, a Maryland limited liability company (“Merger Sub”), Merger Sub merged with and into Legacy HR, with Legacy HR continuing as the surviving entity and a wholly-owned subsidiary of Legacy HTA (the “Merger”).
On the Closing Date, each outstanding share of Legacy HR common stock, $0.01 par value per share (the “Legacy HR Common Stock”), was cancelled and converted into the right to receive one share of Legacy HTA class A common stock at a fixed ratio of 1.00 to 1.00. Per the terms of the Merger Agreement, Legacy HTA declared a special dividend of $4.82 (the “Special Dividend”) for each outstanding share of Legacy HTA class A common stock, $0.01 par value per share ( the “Legacy HTA Common Stock”), and the OP declared a corresponding distribution to the holders of its partnership units, payable to Legacy HTA stockholders and OP unitholders of record on July 19, 2022.
Immediately following the Merger, Legacy HR converted to a Maryland limited liability company and changed its name to HRTI, LLC and Legacy HTA changed its name to “Healthcare Realty Trust Incorporated”. In addition, the equity interests of Legacy HR were contributed by Legacy HTA by means of a contribution and assignment agreement to the OP, and Legacy HR became a wholly-owned subsidiary of the OP. The Company operates under the
name “Healthcare Realty Trust Incorporated” and its shares of class A common stock, $0.01 par value per share, trade on the New York Stock Exchange under the ticker symbol “HR”.
For accounting purposes, the Merger was treated as a “reverse acquisition” in which Legacy HTA was considered the legal acquirer and Legacy HR was considered the accounting acquirer based on various factors, including, but not limited to: (i) the composition of the board of directors of the combined company following the Merger, (ii) the composition of senior management of the combined company following the Merger, and (iii) the premium transferred to the Legacy HTA stockholders. As a result, the historical financial statements of the accounting acquirer, Legacy HR, became the historical financial statements of the Company.
The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires, among other things, the assets acquired and the liabilities assumed and non-controlling interests, if any, to be recognized at their acquisition date fair value.
The implied consideration transferred on the Closing Date is as follows:
Dollars in thousands, except for per share data
Shares of Legacy HTA Common Stock outstanding as of July 20, 2022 as adjusted(a)
228,520,990 
Exchange ratio1.00 
Implied shares of Legacy HR Common Stock issued228,520,990 
Adjusted closing price of Legacy HR Common Stock on July 20, 2022(b)
$24.37 
Value of implied Legacy HR Common Stock issued$5,569,057 
Fair value of Legacy HTA restricted stock awards attributable to pre-Merger services(c)
7,406 
Consideration transferred$5,576,463 
(a) The number of shares of Legacy HTA Common Stock presented above was based on 228,857,717 total shares of Legacy HTA Common Stock outstanding as of the Closing Date, less 192 Legacy HTA fractional shares that were cancelled in lieu of cash and less 336,535 shares of Legacy HTA restricted stock (net of 215,764 shares of Legacy HTA restricted stock withheld). For accounting purposes, these shares were converted to Legacy HR Common Stock, at an exchange ratio of 1.00 share of Legacy HR Common Stock per share of Legacy HTA Common Stock.
(b) For accounting purposes, the fair value of Legacy HR Common Stock issued to former holders of Legacy HTA Common Stock was based on the per share closing price of Legacy HR Common Stock on July 20, 2022.
(c) Represents the fair value of Legacy HTA restricted shares which fully vested prior to the closing of the Merger or became fully vested as a result of the closing of the Merger and which are attributable to pre-combination services.
Final Purchase Price Allocation
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Closing Date:
Dollars in thousandsPRELIMINARY AMOUNTS RECOGNIZED ON THE CLOSING DATE CUMULATIVE MEASUREMENT PERIOD ADJUSTMENTSAMOUNTS RECOGNIZED ON THE CLOSING DATE
(as adjusted)
ASSETS
Real estate investments
Land $985,926 $18,359 $1,004,285 
Buildings and improvements6,960,418 (119,135)6,841,283 
Lease intangible assets(a)
831,920 1,839 833,759 
Financing lease right-of-use assets9,874 3,146 13,020 
Construction in progress10,071 (6,744)3,327 
Land held for development46,538 — 46,538 
Total real estate investments$8,844,747 $(102,535)$8,742,212 
Assets held for sale, net 707,442 (7,946)699,496 
Investments in unconsolidated joint ventures67,892 — 67,892 
Cash and cash equivalents26,034 11,403 37,437 
Restricted cash 1,123,647 (1,247)1,122,400 
Operating lease right-of-use assets198,261 16,370 214,631 
Other assets, net (b) (c)
209,163 (3,840)205,323 
Total assets acquired$11,177,186 $(87,795)$11,089,391 
LIABILITIES
Notes and bonds payable $3,991,300 $— $3,991,300 
Accounts payable and accrued liabilities 1,227,570 17,374 1,244,944 
Liabilities of assets held for sale28,677 (3,939)24,738 
Operating lease liabilities 173,948 10,173 184,121 
Financing lease liabilities 10,720 (855)9,865 
Other liabilities 203,210 (8,909)194,301 
Total liabilities assumed$5,635,425 $13,844 $5,649,269 
Net identifiable assets acquired$5,541,761 $(101,639)$5,440,122 
Non-controlling interest$110,702 $— $110,702 
Goodwill$145,404 $101,639 $247,043 
(a) The weighted average amortization period for the acquired lease intangible assets is approximately 6 years.
(b) Includes $15.9 million of contractual accounts receivable, which approximates fair value.
(c) Includes $78.7 million of gross contractual real estate notes receivable, the fair value of which was $74.8 million, and the Company preliminarily expects to collect substantially all of the real estate notes receivable proceeds as of the Closing Date.
The cumulative measurement period adjustments recorded through June 30, 2023 are final and primarily resulted from updated valuations related to the Company’s real estate assets and liabilities and additional information obtained by the Company related to the properties acquired in the Merger and their respective tenants, and resulted in an increase to goodwill of $101.6 million.
Based on the final purchase price allocation of fair value, approximately $247.0 million has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed. The recognized goodwill is attributable to expected synergies and benefits arising from the Merger, including anticipated general and administrative cost savings and potential economies of scale benefits in both tenant and vendor relationships following the closing of the Merger. None of the goodwill recognized is expected to be deductible for tax purposes. During the third quarter of 2023, the Company experienced a sustained decline in the price per share of its common stock, which it identified as an indicator of goodwill impairment. As a result, the Company performed an interim goodwill evaluation. 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 quantitative assessment as of September 30, 2023 indicated goodwill was not impaired.

Merger-related Costs
The Company incurred Merger-related costs of $7.5 million and $(3.4) million, respectively, during the three and nine months ended September 30, 2023, which were included within Merger-related costs in results of operations. The Merger-related costs primarily consist of legal, consulting, severance, and banking services and for the nine months ended September 30, 2023 including a refund of $17.8 million for transfer taxes paid during the year ended December 31, 2022.
v3.23.3
Real Estate Investments
9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Real Estate Investments Real Estate Investments
2023 Acquisition Activity
The following table details the Company's real estate acquisition activity for the nine months ended September 30, 2023:
Dollars in thousandsDATE ACQUIREDPURCHASE PRICEMORTGAGE NOTES PAYABLE, NET
CASH
CONSIDERATION
1
REAL
ESTATE
OTHER 2
SQUARE FOOTAGE
Tampa, FL3/10/23$31,500 $— $30,499 $30,596 $(97)115,867 
Colorado Springs, CO7/28/2311,450 (5,284)6,024 11,416 (108)42,770 
Total real estate acquisitions$42,950 $(5,284)$36,523 $42,012 $(205)158,637 
1Cash consideration excludes prorations of revenue and expense due to/from seller at the time of the acquisition.
2Includes other assets acquired, liabilities assumed, and intangibles recognized at acquisition.

In the third quarter of 2023, the Company acquired a parcel of land previously under a ground lease for $0.8 million and an additional interest in an operating property for $0.6 million.
Unconsolidated Joint Ventures
The Company's investment in and loss recognized for the three and nine months ended September 30, 2023 and 2022 related to its unconsolidated joint ventures accounted for under the equity method are shown in the table below:
THREE MONTHS ENDED
September 30,
NINE MONTHS ENDED
September 30,
Dollars in thousands2023202220232022
Investments in unconsolidated joint ventures, beginning of period $327,245 $210,781 $327,248 $161,942 
New investment during the period 1
— 117,880 3,824 167,479 
Equity loss recognized during the period (456)(124)(1,253)(776)
Owner distributions(1,336)(785)(4,366)(893)
Investments in unconsolidated joint ventures, end of period $325,453 $327,752 $325,453 $327,752 
1In 2023, this was an additional investment in an existing joint venture in which the Company retained a 40% ownership interest. The investment consisted of the Company's sale of a property in Dallas, Texas to the joint venture. See 2023 Real Estate Asset Dispositions below for additional information.
2023 Real Estate Asset Dispositions
The following table details the Company's dispositions for the nine months ended September 30, 2023:
Dollars in thousandsDATE DISPOSEDSALE PRICECLOSING ADJUSTMENTSCOMPANY-FINANCED MORTGAGE NOTESNET PROCEEDSNET REAL ESTATE INVESTMENT
OTHER (INCLUDING RECEIVABLES) 1
GAIN/(IMPAIRMENT)SQUARE FOOTAGE
Tampa/Miami, FL2
1/12/23$93,250 $(5,875)$— $87,375 $87,302 $(888)$961 224,037 
Dallas, TX 3
1/30/2319,210 (141)— 19,069 18,986 43 40 36,691 
St. Louis, MO2/10/23350 (18)— 332 398 — (66)6,500 
Los Angeles, CA3/23/2321,000 (526)— 20,474 20,610 52 (188)37,165 
Los Angeles, CA 4
3/30/2375,000 (8,079)(45,000)21,921 88,624 (803)(20,900)147,078 
Los Angeles, CA 5
5/12/233,300 (334)— 2,966 3,268 — (302)— 
Albany, NY6/30/2310,000 (1,229)— 8,771 2,613 (1,040)7,198 40,870 
Houston, TX8/2/238,320 (285)— 8,035 4,567 194 3,274 57,170 
Atlanta, GA8/22/2325,142 (66)— 25,076 23,226 (536)2,386 55,195 
Dallas, TX9/15/23115,000 (1,504)— 113,496 64,183 6,094 43,219 161,264 
Houston, TX9/18/23250 (24)— 226 1,998 — (1,772)52,040 
Chicago, IL9/27/2359,950 (870)— 59,080 74,710 (380)(15,250)104,912 
Total dispositions$430,772 $(18,951)$(45,000)$366,821 $390,485 $2,736 $18,600 922,922 
1Includes straight-line rent receivables, leasing commissions and lease inducements.
2Includes two properties, sold in two separate transactions to the same buyer on the same date.
3The 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.
4The Company entered into a mortgage note agreement with the buyer for $45 million.
5The Company sold a land parcel totaling 0.34 acres.


Assets Held for Sale
The Company had 17 properties and one corporate entity classified as assets held for sale as of September 30, 2023. The net real estate assets held for sale includes the impact of $15.9 million and $46.4 million, respectively, of impairment charges for the three and nine months ended September 30, 2023. The Company had one property classified as assets held for sale as of December 31, 2022, which was sold in the first quarter of 2023. The table below reflects the assets and liabilities classified as held for sale as of September 30, 2023 and December 31, 2022:
Dollars in thousandsSeptember 30, 2023December 31, 2022
Balance Sheet data:
Land$14,282 $1,700 
Building and improvements41,538 15,164 
Lease intangibles12,938 1,986 
68,758 18,850 
Accumulated depreciation(13,634)— 
Real estate assets held for sale, net55,124 18,850 
Operating lease right-of-use assets585 — 
Other assets, net1,929 43 
Assets held for sale, net$57,638 $18,893 
Accounts payable and accrued liabilities$1,716 $282 
Operating lease liabilities1,020 — 
Other liabilities1,078 155 
Liabilities of assets held for sale$3,814 $437 
v3.23.3
Leases
9 Months Ended
Sep. 30, 2023
Leases [Abstract]  
Leases Leases
Lessor Accounting
The Company’s properties generally are leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through 2052. Some leases provide tenants with fixed rent renewal terms while others have market rent renewal terms. Some leases provide the lessee, during the term of the lease, with an option or right of first refusal to purchase the leased property. The Company’s single-tenant net leases generally require the lessee to pay minimum rent and all taxes (including property tax), insurance, maintenance and other operating costs associated with the leased property.
The Company's leases typically have escalators that are either based on a stated percentage or an index such as the consumer price index ("CPI"). In addition, most of the Company's leases include nonlease components, such as reimbursement of operating expenses as additional rent, or include the reimbursement of expected operating expenses as part of the lease payment. The Company adopted an accounting policy to combine lease and nonlease components. Rent escalators based on indices and reimbursements of operating expenses that are not included in the lease rate are considered variable lease payments. Variable payments are recognized in the period earned. Lease income for the Company's operating leases recognized for the three and nine months ended September 30, 2023 was $333.3 million and $987.1 million, respectively. Lease income for the Company's operating leases recognized for the three and nine months ended September 30, 2022 was $298.9 million and $578.1 million, respectively.
Future lease payments under the non-cancelable operating leases, excluding any reimbursements and one sale-type lease, as of September 30, 2023 were as follows:
Dollars in thousandsOPERATING
2023$231,698 
2024874,750 
2025770,520 
2026666,294 
2027552,111 
2028 and thereafter1,918,689 
$5,014,062 
Lessee Accounting
As of September 30, 2023, the Company was obligated, as the lessee, under operating lease agreements consisting primarily of the Company’s ground leases. As of September 30, 2023, the Company had 240 properties totaling 17.4 million square feet that were held under ground leases. Some of the ground lease renewal terms are based on fixed rent renewal terms and others have market rent renewal terms. These ground leases typically have initial terms of 40 to 99 years with expiration dates through 2119. Any rental increases related to the Company’s ground leases are generally either stated or based on CPI. The Company had 75 prepaid ground leases as of September 30, 2023. The amortization of the prepaid rent, included in the operating lease right-of-use asset, represented approximately $0.3 million and $0.1 million of the Company’s rental expense for the three months ended September 30, 2023 and 2022, respectively, and $1.0 million and $0.4 million for the nine months ended September 30, 2023 and 2022, respectively.
The Company’s future lease payments (primarily for its 165 non-prepaid ground leases) as of September 30, 2023 were as follows:
Dollars in thousandsOPERATINGFINANCING
2023$3,288 $513 
202414,062 2,182 
202514,253 2,218 
202614,392 2,255 
202714,630 2,294 
2028 and thereafter922,019 396,397 
Total undiscounted lease payments982,644 405,859 
Discount(709,325)(331,772)
Lease liabilities$273,319 $74,087 
The following table provides details of the Company's total lease expense for the three and nine months ended September 30, 2023 and 2022:
THREE MONTHS ENDED
September 30,
NINE MONTHS ENDED
September 30,
Dollars in thousands2023202220232022
Operating lease cost
Operating lease expense$5,312 $4,204 $15,748 $6,613 
Variable lease expense2,417 1,061 6,788 3,123 
Finance lease cost
Amortization of right-of-use assets387 381 1,161 884 
Interest on lease liabilities928 861 2,770 1,913 
Total lease expense$9,044 $6,507 $26,467 $12,533 
Other information
Operating cash flows outflows related to operating leases$5,281 $3,847 $16,475 $8,443 
Operating cash flows outflows related to financing leases$524 $476 $1,592 $1,262 
Financing cash flows outflows related to financing leases$$$12 $
Right-of-use assets obtained in exchange for new finance lease liabilities$— $9,874 $— $50,463 
Right-of-use assets obtained in exchange for new operating lease liabilities$— $198,261 $— $198,261 
Weighted-average years remaining lease term (excluding renewal options) - operating leases47.550.2
Weighted-average years remaining lease term (excluding renewal options) - finance leases58.260.1
Weighted-average discount rate - operating leases5.8 %5.7 %
Weighted-average discount rate - finance leases5.0 %5.0 %
Leases Leases
Lessor Accounting
The Company’s properties generally are leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through 2052. Some leases provide tenants with fixed rent renewal terms while others have market rent renewal terms. Some leases provide the lessee, during the term of the lease, with an option or right of first refusal to purchase the leased property. The Company’s single-tenant net leases generally require the lessee to pay minimum rent and all taxes (including property tax), insurance, maintenance and other operating costs associated with the leased property.
The Company's leases typically have escalators that are either based on a stated percentage or an index such as the consumer price index ("CPI"). In addition, most of the Company's leases include nonlease components, such as reimbursement of operating expenses as additional rent, or include the reimbursement of expected operating expenses as part of the lease payment. The Company adopted an accounting policy to combine lease and nonlease components. Rent escalators based on indices and reimbursements of operating expenses that are not included in the lease rate are considered variable lease payments. Variable payments are recognized in the period earned. Lease income for the Company's operating leases recognized for the three and nine months ended September 30, 2023 was $333.3 million and $987.1 million, respectively. Lease income for the Company's operating leases recognized for the three and nine months ended September 30, 2022 was $298.9 million and $578.1 million, respectively.
Future lease payments under the non-cancelable operating leases, excluding any reimbursements and one sale-type lease, as of September 30, 2023 were as follows:
Dollars in thousandsOPERATING
2023$231,698 
2024874,750 
2025770,520 
2026666,294 
2027552,111 
2028 and thereafter1,918,689 
$5,014,062 
Lessee Accounting
As of September 30, 2023, the Company was obligated, as the lessee, under operating lease agreements consisting primarily of the Company’s ground leases. As of September 30, 2023, the Company had 240 properties totaling 17.4 million square feet that were held under ground leases. Some of the ground lease renewal terms are based on fixed rent renewal terms and others have market rent renewal terms. These ground leases typically have initial terms of 40 to 99 years with expiration dates through 2119. Any rental increases related to the Company’s ground leases are generally either stated or based on CPI. The Company had 75 prepaid ground leases as of September 30, 2023. The amortization of the prepaid rent, included in the operating lease right-of-use asset, represented approximately $0.3 million and $0.1 million of the Company’s rental expense for the three months ended September 30, 2023 and 2022, respectively, and $1.0 million and $0.4 million for the nine months ended September 30, 2023 and 2022, respectively.
The Company’s future lease payments (primarily for its 165 non-prepaid ground leases) as of September 30, 2023 were as follows:
Dollars in thousandsOPERATINGFINANCING
2023$3,288 $513 
202414,062 2,182 
202514,253 2,218 
202614,392 2,255 
202714,630 2,294 
2028 and thereafter922,019 396,397 
Total undiscounted lease payments982,644 405,859 
Discount(709,325)(331,772)
Lease liabilities$273,319 $74,087 
The following table provides details of the Company's total lease expense for the three and nine months ended September 30, 2023 and 2022:
THREE MONTHS ENDED
September 30,
NINE MONTHS ENDED
September 30,
Dollars in thousands2023202220232022
Operating lease cost
Operating lease expense$5,312 $4,204 $15,748 $6,613 
Variable lease expense2,417 1,061 6,788 3,123 
Finance lease cost
Amortization of right-of-use assets387 381 1,161 884 
Interest on lease liabilities928 861 2,770 1,913 
Total lease expense$9,044 $6,507 $26,467 $12,533 
Other information
Operating cash flows outflows related to operating leases$5,281 $3,847 $16,475 $8,443 
Operating cash flows outflows related to financing leases$524 $476 $1,592 $1,262 
Financing cash flows outflows related to financing leases$$$12 $
Right-of-use assets obtained in exchange for new finance lease liabilities$— $9,874 $— $50,463 
Right-of-use assets obtained in exchange for new operating lease liabilities$— $198,261 $— $198,261 
Weighted-average years remaining lease term (excluding renewal options) - operating leases47.550.2
Weighted-average years remaining lease term (excluding renewal options) - finance leases58.260.1
Weighted-average discount rate - operating leases5.8 %5.7 %
Weighted-average discount rate - finance leases5.0 %5.0 %
v3.23.3
Notes and Bonds Payable
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Notes and Bonds Payable Notes and Bonds Payable
The table below details the Company’s notes and bonds payable as of September 30, 2023 and December 31, 2022. 
 MATURITY DATES
BALANCE 1 AS OF
EFFECTIVE INTEREST RATE
as of 9/30/2023
Dollars in thousands9/30/202312/31/2022
$1.5 billion Unsecured Credit Facility
10/25$236,000 $385,000 6.24 %
$200 million Unsecured Term Loan
5/24199,845 199,670 6.30 %
$350 million Unsecured Term Loan 2
7/24349,711 349,114 6.30 %
$300 million Unsecured Term Loan
10/25299,952 299,936 6.30 %
$150 million Unsecured Term Loan
6/26149,606 149,495 6.30 %
$200 million Unsecured Term Loan
7/27199,467 199,362 6.30 %
$300 million Unsecured Term Loan
1/28298,184 297,869 6.30 %
Senior Notes due 20255/25249,391 249,115 4.12 %
Senior Notes due 2026
8/26577,124 571,587 4.94 %
Senior Notes due 2027 7/27482,665 479,553 4.76 %
Senior Notes due 20281/28297,283 296,852 3.85 %
Senior Notes due 2030 2/30572,883 565,402 5.30 %
Senior Notes due 20303/30296,679 296,385 2.72 %
Senior Notes due 2031 3/31295,706 295,547 2.25 %
Senior Notes due 2031 3/31645,232 632,693 5.13 %
Mortgage notes payable
12/23-12/2677,685 84,247 
3.57%-6.88%
$5,227,413 $5,351,827 
.
1Balance is presented net of discounts and issuance costs and inclusive of premiums, where applicable.
2On April 26, 2023, the Company exercised its option to extend the maturity date for one year for a fee of approximately $0.4 million.

Changes in Mortgage Notes Payable
On July 28, 2023, the Company assumed a mortgage note payable of $5.6 million in connection with the acquisition of a 42,770 square foot property in Colorado Springs, Colorado. The note bears interest at a rate of 4.5% per annum and matures on April 1, 2026.
On August 1, 2023, the Company repaid in full at maturity a mortgage note payable bearing interest at a rate of 3.31% per annum with an outstanding principal of $9.8 million. The mortgage note encumbered a 66,984 square foot property in Marietta, Georgia.
v3.23.3
Derivative Financial Instruments
9 Months Ended
Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments 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 this objective, 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 September 30, 2023, the Company had 14 outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:
EXPIRATION DATEAMOUNTWEIGHTED
AVERAGE RATE
January 15, 2024$200,000 1.21 %
May 1, 2026100,000 2.15 %
June 1, 2026150,000 3.83 %
December 1, 2026150,000 3.84 %
June 1, 2027150,000 4.13 %
December 1, 2027250,000 3.79 %
$1,000,000 3.17 %
Subsequent Activity
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.

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, as well as their classification on the Condensed Consolidated Balance Sheet as of September 30, 2023.
BALANCE AT SEPTEMBER 30, 2023
In thousandsBALANCE SHEET LOCATIONFAIR VALUE
Derivatives designated as hedging instruments
Interest rate swapsOther assets$21,499 
Tabular Disclosure of the Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss)
The table below presents the effect of cash flow hedge accounting on AOCI during the three and nine months ended September 30, 2023 and 2022 related to the Company's outstanding interest rate swaps.
(GAIN)/LOSS RECOGNIZED IN
AOCI ON DERIVATIVE
three months ended September 30,
(GAIN)/LOSS RECLASSIFIED FROM
AOCI INTO INCOME
three months ended September 30,
In thousands2023202220232022
Interest rate swaps$(12,016)$(6,083)Interest expense$(4,317)$614 
Settled treasury hedges— — Interest expense107 107 
Settled interest rate swaps— — Interest expense42 42 
 $(12,016)$(6,083)Total interest expense$(4,168)$763 
(GAIN)/LOSS RECOGNIZED IN
AOCI ON DERIVATIVE
nine months ended September 30,
(GAIN)/LOSS RECLASSIFIED FROM
AOCI INTO INCOME
nine months ended September 30,
In thousands2023202220232022
Interest rate swaps$(24,999)$(12,905)Interest expense$(10,320)$2,226 
Settled treasury hedges— — Interest expense126 320 
Settled interest rate swaps— — Interest expense320 126 
 $(24,999)$(12,905)Total interest expense$(9,874)$2,672 

The Company estimates that an additional $14.1 million related to active interest rate swaps will be reclassified from AOCI as a decrease to interest expense over the next 12 months, and that an additional $0.6 million related to settled interest rate swaps will be amortized from AOCI as an increase to interest expense over the next 12 months.
Credit-risk-related Contingent Features
The Company's agreements with each of its derivative counterparties contain a cross-default provision under which the Company could be declared in default of its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.
As of September 30, 2023, the fair value of derivatives in a net asset position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $21.5 million. As of September 30, 2023, the Company had not posted any collateral related to these agreements and was not in breach of any agreement.
v3.23.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Legal Proceedings
The Company is, from time to time, 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.
Development and Redevelopment Activity
For the nine months ended September 30, 2023, the Company invested $55.3 million and $15.4 million toward active development and redevelopment of properties, respectively, and $9.2 million toward recently completed development and redevelopment projects.
In the second quarter of 2023, the Company entered into a joint venture agreement for the development of a medical office building in Scottsdale, Arizona. The Company holds a 90% interest in the joint venture and determined the arrangement meets the criteria to be consolidated. The joint venture acquired an $8.8 million land parcel to be developed with the Company contributing cash of $8.3 million. This is included in the Company's investment toward active development properties for the nine months ended September 30, 2023.
v3.23.3
Stockholders' Equity
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
Common Stock    
The following table provides a reconciliation of the beginning and ending shares of common stock outstanding for the nine months ended September 30, 2023 and the twelve months ended December 31, 2022:
NINE MONTHS ENDED SEPTEMBER 30, 2023TWELVE MONTHS ENDED DECEMBER 31, 2022
Balance, beginning of period380,589,894 150,457,433 
Issuance of common stock7,397 229,618,304 
Non-vested share-based awards, net of withheld shares 262,821 514,157 
Balance, end of period380,860,112 380,589,894 
At-The-Market Equity Offering Program
The Company has equity distribution agreements with various sales agents with respect to the at-the-market (“ATM”) equity offering program of common stock with an aggregate sales amount of up to $750.0 million. As of September 30, 2023, $750.0 million remained available for issuance under our current ATM equity offering program.
During the nine months ended September 30, 2023, the Company did not sell any shares or enter into any forward sale agreements to sell shares of common stock through its ATM equity offering program.
Common Stock Dividends
During the nine months ended September 30, 2023, the Company declared and paid common stock dividends totaling $0.93 per share. On October 30, 2023, the Company declared a quarterly common stock dividend in the amount of $0.31 per share payable on November 30, 2023 to stockholders of record on November 14, 2023.
Earnings Per Common Share
The Company uses the two-class method of computing net earnings per common shares. The Company's non-vested share-based awards are considered participating securities pursuant to the two-class method.
The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2023 and 2022.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
Dollars in thousands, except per share data2023202220232022
Weighted average common shares outstanding
Weighted average common shares outstanding380,857,560 330,788,997 380,828,004 211,740,767 
Non-vested shares(1,932,221)(1,983,742)(1,941,897)(1,933,957)
Weighted average common shares outstanding - basic378,925,339 328,805,255 378,886,107 209,806,810 
Weighted average common shares outstanding - basic378,925,339 328,805,255 378,886,107 209,806,810 
Dilutive effect of forward equity shares— — — — 
Dilutive effect of OP Units— 3,167,668 — 1,067,493 
Dilutive effect of employee stock purchase plan— 58,461 — 69,687 
Weighted average common shares outstanding - diluted378,925,339 332,031,384 378,886,107 210,943,990 
Net (loss) income$(68,604)$28,616 $(240,408)$76,973 
Income allocated to participating securities(636)(610)(1,868)(1,817)
Loss (income) attributable to non-controlling interest760 (312)2,680 (312)
Adjustment to loss attributable to non-controlling interest for legally outstanding restricted units(29)— (122)— 
Net (loss) income applicable to common stockholders - basic$(68,509)$27,694 $(239,718)$74,844 
Basic earnings per common share - net income$(0.18)$0.08 $(0.63)$0.36 
Diluted earnings per common share - net income$(0.18)$0.08 $(0.63)$0.35 
The effect of OP units totaling 4,042,993 shares and options under the Company's Employee Stock Purchase Plan (the "ESPP") to purchase the Company's common stock totaling 26,678 shares for the three months ended September 30,
2023 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 that period.
Incentive Plans
Equity Awards
During the nine months ended September 30, 2023, the Company made the following equity awards:
During the first quarter of 2023, the Company granted non-vested stock awards to its named executive officers and other members of senior management and employees with a grant date fair value of $5.4 million, which consisted of an aggregate of 270,494 non-vested shares with vesting periods ranging from three to eight years.
During the second quarter of 2023, the Company granted to its 12 independent directors an aggregate of 42,768 shares of non-vested stock awards with a grant date fair value of $0.7 million, and an aggregate of 57,868 LTIP Series D units with a grant date fair value of $1.1 million. The Company also granted a non-vested stock award to a new employee, which consisted of 508 non-vested shares.
A summary of the activity under the Company's share-based incentive plans for the three and nine months ended September 30, 2023 and 2022 is included in the table below.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
 2023202220232022
Share-based awards, beginning of period1,932,221 1,941,709 1,795,128 1,562,028 
Granted— 71,852 313,770 513,876 
Vested— (7,434)(152,314)(68,481)
Forfeited— (4,130)(24,363)(5,426)
Share-based awards, end of period1,932,221 2,001,997 1,932,221 2,001,997 

During the nine months ended September 30, 2023 and 2022, the Company withheld 38,632 and 8,745 shares of common stock, respectively, from participants to pay estimated withholding taxes related to shares that vested.
Restricted Stock Units
Prior to 2022, the Company granted long-term incentive awards, comprised of restricted stock, based on backward-looking performance measured at the end of the calendar year. The Company adopted a new incentive compensation structure effective January 2022, comprised of restricted stock and restricted stock units ("RSUs"). The RSUs are granted at the beginning of the year with three-year forward-looking performance targets.
On January 4, 2023, the Company granted RSUs to members of senior management, with a grant date fair value of $3.7 million, which consisted of an aggregate 165,174 RSUs with a five-year vesting period.
Approximately 43% of the RSUs vest based on two market performance conditions. Relative and absolute total shareholder return ("TSR") awards containing these market performance conditions were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair values of $24.23 for the absolute TSR component and $27.84 for the relative TSR component for the January 2023 grant using the following assumptions:
THREE MONTHS ENDED MARCH 31,
Volatility34.0 %
Dividend assumptionAccrued
Expected term 3 years
Risk-free rate4.42 %
Stock price (per share)$20.21
The remaining 57% of the RSUs vest based upon certain operating performance conditions. With respect to the operating performance conditions of the January 4, 2023 grant, the grant date fair value was $20.21 based on the Company's share price on the date of grant. The combined weighted average grant date fair value of the January RSUs was $22.55 per share.
The following is a summary of the RSU activity during the three and nine months ended September 30, 2023:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
 Restricted Stock UnitsWeighted Average Grant Date Fair ValueRestricted Stock UnitsWeighted Average Grant Date Fair Value
Non-vested, beginning of period363,250 $28.57 294,932 $33.04 
Granted— — 165,174 22.55 
Vested/Forfeited— — (17,606)33.04 
Probability adjustment of 2022 & 2023 RSUs (47,196)20.21 (126,446)27.40 
Non-vested, end of period316,054 $27.77 316,054 $27.77 
LTIP Series C Units
In January 2023, the Company modified its incentive compensation structure to award LTIP Series C units ("LTIP-C units) in the OP to named executive officers in lieu of RSUs. The LTIP-C units were granted with three-year forward-looking performance targets, with a grant date fair value of $7.1 million, which consisted of an aggregate 448,249 LTIP-C units with a five-year vesting period.
Approximately 43% of the LTIP-C units vest based on two market performance conditions. Relative and absolute TSR awards containing these market performance conditions were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair values of $12.24 for the absolute TSR component and $13.98 for the relative TSR component for the January 2023 grant using the following assumption:
THREE MONTHS ENDED MARCH 31,
Volatility34.0 %
Dividend assumptionAccrued
Expected term 3 years
Risk-free rate4.42 %
Stock price (per share)$20.21
The remaining 57% of the LTIP-C units vest based upon certain operating performance conditions. With respect to the operating performance conditions of the January 4, 2023 grant, the grant date fair value was $20.21 based on the Company's share price on the date of grant. The combined weighted average grant date fair value of the January LTIP-C units was $15.85 per share. The Company records amortization expense based on the probability of achieving certain operating performance conditions, which is evaluated throughout the performance period.
Employee Stock Purchase Plan
Legacy HR maintained an ESPP prior to the completion of the Merger. The outstanding options to purchase shares of the common stock of Legacy HR became options to purchase class A common stock of the Company upon completion of the Merger. No new options will be granted under the ESPP. A summary of the activity under the ESPP for the three and nine months ended September 30, 2023 and 2022 is included in the table below.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
 2023202220232022
Outstanding and exercisable, beginning of period179,369 405,534 340,976 348,514 
Granted— — — 255,960 
Exercised(2,580)(4,576)(7,397)(17,094)
Forfeited(4,680)(37,628)(28,471)(83,417)
Expired— — (132,999)(140,633)
Outstanding and exercisable, end of period172,109 363,330 172,109 363,330 
The following table represents expected amortization of the Company's non-vested shares issued as of September 30, 2023:
Dollars in millionsFUTURE AMORTIZATION
of non-vested shares
2023$4.1 
202413.3 
202510.8 
20268.0 
20272.4 
2028 and thereafter0.5 
Total$39.1 
v3.23.3
Fair Value of Financial Instruments
9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments 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.
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 liabilities on the Company's Condensed Consolidated Balance Sheets at fair value. Fair value is estimated by utilizing pricing models, level 2 inputs, that consider forward yield curves and discount rates.
The table below details the fair values and carrying values for notes and bonds payable and real estate notes receivable at September 30, 2023 and December 31, 2022.
 September 30, 2023December 31, 2022
Dollars in millionsCARRYING VALUEFAIR VALUECARRYING VALUEFAIR VALUE
Notes and bonds payable 1
$5,227.4 $4,941.2 $5,351.8 $5,149.6 
Real estate notes receivable 1
$155.0 $151.7 $99.6 $99.6 
1Level 2 – model-derived valuations in which significant inputs and significant value drivers are observable in active markets.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure        
Net income (loss) $ (67,844) $ 28,304 $ (237,728) $ 76,661
v3.23.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Business Overview
Business Overview
Healthcare Realty Trust Incorporated is a real estate investment trust ("REIT") that owns, leases, manages, acquires, finances, develops and redevelops income-producing real estate properties associated primarily with the delivery of outpatient healthcare services throughout the United States. As of September 30, 2023, the Company had gross investments of approximately $13.6 billion in 663 wholly-owned real estate properties, construction in progress, redevelopments, financing receivables, financing lease right-of-use assets, land held for development and corporate property. The Company's 663 real estate properties are located in 35 states and total approximately 39.1 million square feet. The Company provided leasing and property management services to approximately 38.6 million square feet nationwide.
In addition, as of September 30, 2023, the Company had a weighted average ownership interest of approximately 44% in 34 real estate properties held in joint ventures. See Note 3 below for more details regarding the Company's unconsolidated joint ventures.
Any references to square footage or occupancy percentage, and any amounts derived from these values in these notes to the Company's Condensed Consolidated Financial Statements, are outside the scope of our independent registered public accounting firm’s review.
Basis of Presentation
Basis of Presentation
For purposes of this Quarterly Report on Form 10-Q, references to the “Company” are to Legacy HR for periods prior to the closing of the Merger and thereafter to Legacy HR and Legacy HTA as the combined company after giving effect to the Merger. The Merger is described in more detail in Note 2 to these Condensed Consolidated Financial Statements. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. However, except as disclosed herein and specific disclosures included as a result of the Merger, management believes there has been no material change in the information disclosed in the Notes to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. All material intercompany transactions and balances have been eliminated in consolidation.
This interim financial information should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. In addition, the interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2023 for many reasons including, but not limited to, acquisitions, dispositions, capital financing transactions, changes in interest rates and the effects of other trends, risks and uncertainties.
Principles of Consolidation
Principles of Consolidation
The Company’s Condensed Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures and partnerships where the Company controls the operating activities. GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). Accounting Standards Codification (“ASC”) Topic 810, Consolidation broadly defines a VIE as an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is the VIE’s primary beneficiary, with any minority interests reflected as non-controlling interests or redeemable non-controlling interests in the accompanying Condensed Consolidated Financial Statements.
The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk, the disposition of all or a portion of an interest held by the primary beneficiary, or changes in facts and circumstances that impact the power to direct activities of the VIE that most significantly impacts economic performance. The Company performs this analysis on an ongoing basis.
For property holding entities not determined to be VIEs, the Company consolidates such entities in which it owns 100% of the equity or has a controlling financial interest evidenced by ownership of a majority voting interest. All intercompany balances and transactions are eliminated in consolidation. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity if it has the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements.
Healthcare Realty Holdings, L.P., a Delaware limited partnership (the "OP"), is 98.8% owned by the Company. Holders of operating partnership units (“OP Units”) are considered to be non-controlling interest holders in the OP and their ownership interests are reflected as equity on the accompanying Condensed Consolidated Balance Sheets. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity. As of September 30, 2023, there were approximately 4.7 million OP Units, or 1.2% of OP units issued and outstanding, held by non-controlling interest holders. Additionally, the Company is the primary beneficiary of this VIE. Accordingly, the Company consolidates the interests in the OP.
Variable Interest Entities As of September 30, 2023, the Company's unconsolidated joint venture arrangements were accounted for using the equity method of accounting as the Company exercised significant influence over but did not control these entities.
Use of Estimates in the Condensed Consolidated Financial Statements
Use of Estimates in the Condensed Consolidated Financial Statements
Preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Actual results may differ from those estimates.
Reclassifications Reclassifications Certain reclassifications have been made on the Company's prior year Condensed Consolidated Balance Sheet to conform to current year presentation. Previously, the Company's Lease intangibles were included in Building, improvements and lease intangibles and Goodwill was included with Other assets, net. These amounts are now classified as separate line items on the Company's Condensed Consolidated Balance Sheets.
Redeemable Non-Controlling Interests Redeemable Non-Controlling InterestsThe Company accounts for redeemable equity securities in accordance with ASC Topic 480: Accounting for Redeemable Equity Instruments, which requires that equity securities redeemable at the option of the holder, not solely within our control, be classified outside permanent stockholders’ equity. The Company classifies redeemable equity securities as redeemable non-controlling interests in the accompanying Condensed Consolidated Balance Sheets. Accordingly, the Company records the carrying amount at the greater of the initial carrying amount (increased or decreased for the non-controlling interest’s share of net income or loss and distributions) or the redemption value. We measure the redemption value and record an adjustment to the carrying value of the equity securities as a component of redeemable non-controlling interest.
Asset Impairment Asset ImpairmentThe Company assesses the potential for impairment of identifiable, definite-lived, intangible assets and long-lived assets, including real estate properties, whenever the occurrence of an event or a change in circumstances indicates that the carrying value might not be fully recoverable. Indicators of impairment may include significant underperformance of an asset relative to historical or expected operating results; significant changes in the Company’s use of assets or the strategy for its overall business; plans to sell an asset before its depreciable life has ended; the expiration of a significant portion of leases in a property; or significant negative economic trends or negative industry trends for the Company or its tenants.
Investments in Leases - Financing Receivables, Net and Real Estate Notes Receivable and Interest Income Investments in Leases - Financing Receivables, Net In accordance with ASC Topic 842: Leases, for transactions in which the Company enters into a contract to acquire an asset and leases it back to the seller (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred when the seller-lessee has a purchase option. As a result, the Company does not recognize the underlying real estate asset but instead recognizes a financial asset in accordance with ASC Topic 310: Receivables.Real Estate Notes ReceivableReal estate notes receivable consists of mezzanine and other real estate loans, which are generally collateralized by a pledge of the borrower’s ownership interest in the respective real estate owner, a mortgage or deed of trust, and/or corporate guarantees. Real estate notes receivable are intended to be held-to-maturity and are recorded at amortized cost, net of unamortized loan origination costs and fees and allowance for credit losses.
Allowance for Credit Losses
Pursuant to ASC Topic 326, Financial Instruments - Credit Losses, the Company adopted a policy to evaluate current expected credit losses at the inception of loans qualifying for treatment under ASC Topic 326. The Company utilizes a probability of default method approach for estimating current expected credit losses and evaluates the liquidity and creditworthiness of its borrowers on a quarterly basis to determine whether any updates to the future expected losses recognized upon inception are necessary. The Company’s evaluation considers industry and economic conditions, credit enhancements, liquidity, and other factors.
In its assessment of current expected credit losses for real estate notes receivable, the Company utilizes past payment history of its borrowers, current economic conditions, and forecasted economic conditions through the maturity date of each note to estimate a probability of default and a resulting loss for each real estate note receivable.
Interest Income
Income from Lease Financing Receivables
The Company recognized the related income from two financing receivables totaling $2.0 million and $6.2 million, respectively, for the three and nine months ended September 30, 2023, and $2.0 million and $5.9 million, respectively for the three and nine months ended September 30, 2022, based on an imputed interest rate over the terms of the applicable lease. As a result, the interest recognized from the financing receivable in any particular period will not equal the cash payments from the lease agreement in that period.
Acquisition costs incurred in connection with entering into the financing receivable are treated as loan origination fees. These costs are classified with the financing receivable and are included in the balance of the net investment. Amortization of these amounts will be recognized as a reduction to Interest income over the life of the lease.
Revenue from Contracts with Customers (ASC Topic 606)
Revenue from Contracts with Customers (ASC Topic 606)
The Company recognizes certain revenue under the core principle of Topic 606. This topic requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease revenue is not within the scope of Topic 606. To achieve the core principle, the Company applies the five step model specified in the guidance.
Revenue that is accounted for under Topic 606 is segregated on the Company’s Condensed Consolidated Statements of Operations in the Other operating line item. This line item includes parking income, management fee income and other miscellaneous income.The Company’s major types of revenue that are accounted for under Topic 606 that are listed above are all accounted for as the performance obligation is satisfied. The performance obligations that are identified for each of these items are satisfied over time, and the Company recognizes revenue monthly based on this principle.
v3.23.3
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Schedule of Condensed Balance Sheet Accordingly, such joint ventures have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs, excluding the OP, in the aggregate:
(dollars in thousands)SEPTEMBER 30, 2023
Assets:
Net real estate investments$72,756 
Cash and cash equivalents1,766 
Receivables and other assets
2,594 
Total assets
$77,116 
Liabilities:
Accrued expenses and other liabilities
$16,909 
Total equity
60,207 
Total liabilities and equity
$77,116 
Schedule of Variable Interest Entities As a result, the Company accounts for the two notes receivables as amortized cost and a joint venture arrangement under the equity method. See below for additional information regarding the Company's unconsolidated VIEs.
(dollars in thousands) ORIGINATION DATELOCATIONSOURCECARRYING AMOUNT MAXIMUM EXPOSURE TO LOSS
2021
Houston, TX 1
Note receivable$30,797 $31,150 
2021
Charlotte, NC 1
Note receivable5,743 6,000 
2022
Texas 2
Joint venture63,579 63,579 
1Assumed mortgage note receivable in connection with the Merger.
2Includes investments in seven properties.
Schedule of Accounts, Notes, Loans and Financing Receivable See below for additional information regarding the Company's financing receivables.
(dollars in thousands) ORIGINATION DATELOCATIONINTEREST RATECARRYING VALUE as of SEPTEMBER 30, 2023
May 2021Poway, CA5.73%$113,634 
November 2021Columbus, OH6.48%7,341 
$120,975 
(dollars in thousands)ORIGINATIONMATURITYSTATED INTEREST RATEMAXIMUM LOAN COMMITMENTOUTSTANDING as of
SEPT 30, 2023
ALLOWANCE FOR CREDIT LOSSESFAIR VALUE DISCOUNT AND FEESCARRYING VALUE as of SEPT 30, 2023
Mezzanine loans
Texas6/24/20216/24/20248.00 %$54,119 $54,119 $(5,196)$(3,067)$45,856 
Mortgage loans
Texas6/30/202112/31/20237.00 %31,150 31,150 — (353)30,797 
North Carolina12/22/202112/22/20248.00 %6,000 6,000 — (257)5,743 
Florida5/17/20222/27/20266.00 %65,000 27,651 — (49)27,602 
California3/30/20233/29/20266.00 %45,000 45,000 — — 45,000 
147,150 109,801 — (659)109,142 
$201,269 $163,920 $(5,196)$(3,726)$154,998 
Schedule of Company's Allowance For Credit Losses
The following table summarizes the Company's allowance for credit losses on real estate notes receivable:
Dollars in thousandsNINE MONTHS ENDED SEPTEMBER 30, 2023TWELVE MONTHS ENDED DECEMBER 31, 2022
Allowance for credit losses, beginning of period$— $— 
Credit loss reserves5,196 — 
Allowance for credit losses, end of period$5,196 $— 
Schedule of Disaggregation of revenue Below is a detail of the amounts by category:
THREE MONTHS ENDED
September 30,
NINE MONTHS ENDED
September 30,
in thousands2023202220232022
Type of Revenue
Parking income$2,751 $2,428 $7,511 $6,100 
Management fee income 1
1,552 1,426 5,122 2,864 
Miscellaneous358 203 875 306 
$4,661 $4,057 $13,508 $9,270 
1 Includes the recovery of certain expenses under the financing receivable as outlined in the management agreement.
v3.23.3
Merger with HTA (Tables)
9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Consideration Transferred
The implied consideration transferred on the Closing Date is as follows:
Dollars in thousands, except for per share data
Shares of Legacy HTA Common Stock outstanding as of July 20, 2022 as adjusted(a)
228,520,990 
Exchange ratio1.00 
Implied shares of Legacy HR Common Stock issued228,520,990 
Adjusted closing price of Legacy HR Common Stock on July 20, 2022(b)
$24.37 
Value of implied Legacy HR Common Stock issued$5,569,057 
Fair value of Legacy HTA restricted stock awards attributable to pre-Merger services(c)
7,406 
Consideration transferred$5,576,463 
(a) The number of shares of Legacy HTA Common Stock presented above was based on 228,857,717 total shares of Legacy HTA Common Stock outstanding as of the Closing Date, less 192 Legacy HTA fractional shares that were cancelled in lieu of cash and less 336,535 shares of Legacy HTA restricted stock (net of 215,764 shares of Legacy HTA restricted stock withheld). For accounting purposes, these shares were converted to Legacy HR Common Stock, at an exchange ratio of 1.00 share of Legacy HR Common Stock per share of Legacy HTA Common Stock.
(b) For accounting purposes, the fair value of Legacy HR Common Stock issued to former holders of Legacy HTA Common Stock was based on the per share closing price of Legacy HR Common Stock on July 20, 2022.
(c) Represents the fair value of Legacy HTA restricted shares which fully vested prior to the closing of the Merger or became fully vested as a result of the closing of the Merger and which are attributable to pre-combination services.
Schedule of Fair Values of the Assets Acquired And Liabilities Assumed
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Closing Date:
Dollars in thousandsPRELIMINARY AMOUNTS RECOGNIZED ON THE CLOSING DATE CUMULATIVE MEASUREMENT PERIOD ADJUSTMENTSAMOUNTS RECOGNIZED ON THE CLOSING DATE
(as adjusted)
ASSETS
Real estate investments
Land $985,926 $18,359 $1,004,285 
Buildings and improvements6,960,418 (119,135)6,841,283 
Lease intangible assets(a)
831,920 1,839 833,759 
Financing lease right-of-use assets9,874 3,146 13,020 
Construction in progress10,071 (6,744)3,327 
Land held for development46,538 — 46,538 
Total real estate investments$8,844,747 $(102,535)$8,742,212 
Assets held for sale, net 707,442 (7,946)699,496 
Investments in unconsolidated joint ventures67,892 — 67,892 
Cash and cash equivalents26,034 11,403 37,437 
Restricted cash 1,123,647 (1,247)1,122,400 
Operating lease right-of-use assets198,261 16,370 214,631 
Other assets, net (b) (c)
209,163 (3,840)205,323 
Total assets acquired$11,177,186 $(87,795)$11,089,391 
LIABILITIES
Notes and bonds payable $3,991,300 $— $3,991,300 
Accounts payable and accrued liabilities 1,227,570 17,374 1,244,944 
Liabilities of assets held for sale28,677 (3,939)24,738 
Operating lease liabilities 173,948 10,173 184,121 
Financing lease liabilities 10,720 (855)9,865 
Other liabilities 203,210 (8,909)194,301 
Total liabilities assumed$5,635,425 $13,844 $5,649,269 
Net identifiable assets acquired$5,541,761 $(101,639)$5,440,122 
Non-controlling interest$110,702 $— $110,702 
Goodwill$145,404 $101,639 $247,043 
(a) The weighted average amortization period for the acquired lease intangible assets is approximately 6 years.
(b) Includes $15.9 million of contractual accounts receivable, which approximates fair value.
(c) Includes $78.7 million of gross contractual real estate notes receivable, the fair value of which was $74.8 million, and the Company preliminarily expects to collect substantially all of the real estate notes receivable proceeds as of the Closing Date.
v3.23.3
Real Estate Investments (Tables)
9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Real Estate Acquisitions
The following table details the Company's real estate acquisition activity for the nine months ended September 30, 2023:
Dollars in thousandsDATE ACQUIREDPURCHASE PRICEMORTGAGE NOTES PAYABLE, NET
CASH
CONSIDERATION
1
REAL
ESTATE
OTHER 2
SQUARE FOOTAGE
Tampa, FL3/10/23$31,500 $— $30,499 $30,596 $(97)115,867 
Colorado Springs, CO7/28/2311,450 (5,284)6,024 11,416 (108)42,770 
Total real estate acquisitions$42,950 $(5,284)$36,523 $42,012 $(205)158,637 
1Cash consideration excludes prorations of revenue and expense due to/from seller at the time of the acquisition.
2Includes other assets acquired, liabilities assumed, and intangibles recognized at acquisition.
Schedule of Equity Method Investments
The Company's investment in and loss recognized for the three and nine months ended September 30, 2023 and 2022 related to its unconsolidated joint ventures accounted for under the equity method are shown in the table below:
THREE MONTHS ENDED
September 30,
NINE MONTHS ENDED
September 30,
Dollars in thousands2023202220232022
Investments in unconsolidated joint ventures, beginning of period $327,245 $210,781 $327,248 $161,942 
New investment during the period 1
— 117,880 3,824 167,479 
Equity loss recognized during the period (456)(124)(1,253)(776)
Owner distributions(1,336)(785)(4,366)(893)
Investments in unconsolidated joint ventures, end of period $325,453 $327,752 $325,453 $327,752 
1In 2023, this was an additional investment in an existing joint venture in which the Company retained a 40% ownership interest. The investment consisted of the Company's sale of a property in Dallas, Texas to the joint venture. See 2023 Real Estate Asset Dispositions below for additional information.
Schedule of Real Estate Dispositions
The following table details the Company's dispositions for the nine months ended September 30, 2023:
Dollars in thousandsDATE DISPOSEDSALE PRICECLOSING ADJUSTMENTSCOMPANY-FINANCED MORTGAGE NOTESNET PROCEEDSNET REAL ESTATE INVESTMENT
OTHER (INCLUDING RECEIVABLES) 1
GAIN/(IMPAIRMENT)SQUARE FOOTAGE
Tampa/Miami, FL2
1/12/23$93,250 $(5,875)$— $87,375 $87,302 $(888)$961 224,037 
Dallas, TX 3
1/30/2319,210 (141)— 19,069 18,986 43 40 36,691 
St. Louis, MO2/10/23350 (18)— 332 398 — (66)6,500 
Los Angeles, CA3/23/2321,000 (526)— 20,474 20,610 52 (188)37,165 
Los Angeles, CA 4
3/30/2375,000 (8,079)(45,000)21,921 88,624 (803)(20,900)147,078 
Los Angeles, CA 5
5/12/233,300 (334)— 2,966 3,268 — (302)— 
Albany, NY6/30/2310,000 (1,229)— 8,771 2,613 (1,040)7,198 40,870 
Houston, TX8/2/238,320 (285)— 8,035 4,567 194 3,274 57,170 
Atlanta, GA8/22/2325,142 (66)— 25,076 23,226 (536)2,386 55,195 
Dallas, TX9/15/23115,000 (1,504)— 113,496 64,183 6,094 43,219 161,264 
Houston, TX9/18/23250 (24)— 226 1,998 — (1,772)52,040 
Chicago, IL9/27/2359,950 (870)— 59,080 74,710 (380)(15,250)104,912 
Total dispositions$430,772 $(18,951)$(45,000)$366,821 $390,485 $2,736 $18,600 922,922 
1Includes straight-line rent receivables, leasing commissions and lease inducements.
2Includes two properties, sold in two separate transactions to the same buyer on the same date.
3The 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.
4The Company entered into a mortgage note agreement with the buyer for $45 million.
5The Company sold a land parcel totaling 0.34 acres.
Schedule of Assets and Liabilities Held for Sale The table below reflects the assets and liabilities classified as held for sale as of September 30, 2023 and December 31, 2022:
Dollars in thousandsSeptember 30, 2023December 31, 2022
Balance Sheet data:
Land$14,282 $1,700 
Building and improvements41,538 15,164 
Lease intangibles12,938 1,986 
68,758 18,850 
Accumulated depreciation(13,634)— 
Real estate assets held for sale, net55,124 18,850 
Operating lease right-of-use assets585 — 
Other assets, net1,929 43 
Assets held for sale, net$57,638 $18,893 
Accounts payable and accrued liabilities$1,716 $282 
Operating lease liabilities1,020 — 
Other liabilities1,078 155 
Liabilities of assets held for sale$3,814 $437 
v3.23.3
Leases (Tables)
9 Months Ended
Sep. 30, 2023
Leases [Abstract]  
Schedule of Future Minimum Operating Lease Payments Receivable
Future lease payments under the non-cancelable operating leases, excluding any reimbursements and one sale-type lease, as of September 30, 2023 were as follows:
Dollars in thousandsOPERATING
2023$231,698 
2024874,750 
2025770,520 
2026666,294 
2027552,111 
2028 and thereafter1,918,689 
$5,014,062 
Schedule of Future Minimum Operating Lease Payments
The Company’s future lease payments (primarily for its 165 non-prepaid ground leases) as of September 30, 2023 were as follows:
Dollars in thousandsOPERATINGFINANCING
2023$3,288 $513 
202414,062 2,182 
202514,253 2,218 
202614,392 2,255 
202714,630 2,294 
2028 and thereafter922,019 396,397 
Total undiscounted lease payments982,644 405,859 
Discount(709,325)(331,772)
Lease liabilities$273,319 $74,087 
Schedule of Future Minimum Financing Lease Payments
The Company’s future lease payments (primarily for its 165 non-prepaid ground leases) as of September 30, 2023 were as follows:
Dollars in thousandsOPERATINGFINANCING
2023$3,288 $513 
202414,062 2,182 
202514,253 2,218 
202614,392 2,255 
202714,630 2,294 
2028 and thereafter922,019 396,397 
Total undiscounted lease payments982,644 405,859 
Discount(709,325)(331,772)
Lease liabilities$273,319 $74,087 
Schedule of Lease Cost
The following table provides details of the Company's total lease expense for the three and nine months ended September 30, 2023 and 2022:
THREE MONTHS ENDED
September 30,
NINE MONTHS ENDED
September 30,
Dollars in thousands2023202220232022
Operating lease cost
Operating lease expense$5,312 $4,204 $15,748 $6,613 
Variable lease expense2,417 1,061 6,788 3,123 
Finance lease cost
Amortization of right-of-use assets387 381 1,161 884 
Interest on lease liabilities928 861 2,770 1,913 
Total lease expense$9,044 $6,507 $26,467 $12,533 
Other information
Operating cash flows outflows related to operating leases$5,281 $3,847 $16,475 $8,443 
Operating cash flows outflows related to financing leases$524 $476 $1,592 $1,262 
Financing cash flows outflows related to financing leases$$$12 $
Right-of-use assets obtained in exchange for new finance lease liabilities$— $9,874 $— $50,463 
Right-of-use assets obtained in exchange for new operating lease liabilities$— $198,261 $— $198,261 
Weighted-average years remaining lease term (excluding renewal options) - operating leases47.550.2
Weighted-average years remaining lease term (excluding renewal options) - finance leases58.260.1
Weighted-average discount rate - operating leases5.8 %5.7 %
Weighted-average discount rate - finance leases5.0 %5.0 %
v3.23.3
Notes and Bonds Payable (Tables)
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Debt
The table below details the Company’s notes and bonds payable as of September 30, 2023 and December 31, 2022. 
 MATURITY DATES
BALANCE 1 AS OF
EFFECTIVE INTEREST RATE
as of 9/30/2023
Dollars in thousands9/30/202312/31/2022
$1.5 billion Unsecured Credit Facility
10/25$236,000 $385,000 6.24 %
$200 million Unsecured Term Loan
5/24199,845 199,670 6.30 %
$350 million Unsecured Term Loan 2
7/24349,711 349,114 6.30 %
$300 million Unsecured Term Loan
10/25299,952 299,936 6.30 %
$150 million Unsecured Term Loan
6/26149,606 149,495 6.30 %
$200 million Unsecured Term Loan
7/27199,467 199,362 6.30 %
$300 million Unsecured Term Loan
1/28298,184 297,869 6.30 %
Senior Notes due 20255/25249,391 249,115 4.12 %
Senior Notes due 2026
8/26577,124 571,587 4.94 %
Senior Notes due 2027 7/27482,665 479,553 4.76 %
Senior Notes due 20281/28297,283 296,852 3.85 %
Senior Notes due 2030 2/30572,883 565,402 5.30 %
Senior Notes due 20303/30296,679 296,385 2.72 %
Senior Notes due 2031 3/31295,706 295,547 2.25 %
Senior Notes due 2031 3/31645,232 632,693 5.13 %
Mortgage notes payable
12/23-12/2677,685 84,247 
3.57%-6.88%
$5,227,413 $5,351,827 
.
1Balance is presented net of discounts and issuance costs and inclusive of premiums, where applicable.
2On April 26, 2023, the Company exercised its option to extend the maturity date for one year for a fee of approximately $0.4 million.
v3.23.3
Derivative Financial Instruments (Tables)
9 Months Ended
Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)
As of September 30, 2023, the Company had 14 outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:
EXPIRATION DATEAMOUNTWEIGHTED
AVERAGE RATE
January 15, 2024$200,000 1.21 %
May 1, 2026100,000 2.15 %
June 1, 2026150,000 3.83 %
December 1, 2026150,000 3.84 %
June 1, 2027150,000 4.13 %
December 1, 2027250,000 3.79 %
$1,000,000 3.17 %
The table below presents the effect of cash flow hedge accounting on AOCI during the three and nine months ended September 30, 2023 and 2022 related to the Company's outstanding interest rate swaps.
(GAIN)/LOSS RECOGNIZED IN
AOCI ON DERIVATIVE
three months ended September 30,
(GAIN)/LOSS RECLASSIFIED FROM
AOCI INTO INCOME
three months ended September 30,
In thousands2023202220232022
Interest rate swaps$(12,016)$(6,083)Interest expense$(4,317)$614 
Settled treasury hedges— — Interest expense107 107 
Settled interest rate swaps— — Interest expense42 42 
 $(12,016)$(6,083)Total interest expense$(4,168)$763 
(GAIN)/LOSS RECOGNIZED IN
AOCI ON DERIVATIVE
nine months ended September 30,
(GAIN)/LOSS RECLASSIFIED FROM
AOCI INTO INCOME
nine months ended September 30,
In thousands2023202220232022
Interest rate swaps$(24,999)$(12,905)Interest expense$(10,320)$2,226 
Settled treasury hedges— — Interest expense126 320 
Settled interest rate swaps— — Interest expense320 126 
 $(24,999)$(12,905)Total interest expense$(9,874)$2,672 
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value The table below presents the fair value of the Company's derivative financial instruments, as well as their classification on the Condensed Consolidated Balance Sheet as of September 30, 2023.
BALANCE AT SEPTEMBER 30, 2023
In thousandsBALANCE SHEET LOCATIONFAIR VALUE
Derivatives designated as hedging instruments
Interest rate swapsOther assets$21,499 
v3.23.3
Stockholders' Equity (Tables)
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Schedule of Reconciliation of Common Stock Outstanding
The following table provides a reconciliation of the beginning and ending shares of common stock outstanding for the nine months ended September 30, 2023 and the twelve months ended December 31, 2022:
NINE MONTHS ENDED SEPTEMBER 30, 2023TWELVE MONTHS ENDED DECEMBER 31, 2022
Balance, beginning of period380,589,894 150,457,433 
Issuance of common stock7,397 229,618,304 
Non-vested share-based awards, net of withheld shares 262,821 514,157 
Balance, end of period380,860,112 380,589,894 
Schedule of Earnings (Loss) per Share
The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2023 and 2022.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
Dollars in thousands, except per share data2023202220232022
Weighted average common shares outstanding
Weighted average common shares outstanding380,857,560 330,788,997 380,828,004 211,740,767 
Non-vested shares(1,932,221)(1,983,742)(1,941,897)(1,933,957)
Weighted average common shares outstanding - basic378,925,339 328,805,255 378,886,107 209,806,810 
Weighted average common shares outstanding - basic378,925,339 328,805,255 378,886,107 209,806,810 
Dilutive effect of forward equity shares— — — — 
Dilutive effect of OP Units— 3,167,668 — 1,067,493 
Dilutive effect of employee stock purchase plan— 58,461 — 69,687 
Weighted average common shares outstanding - diluted378,925,339 332,031,384 378,886,107 210,943,990 
Net (loss) income$(68,604)$28,616 $(240,408)$76,973 
Income allocated to participating securities(636)(610)(1,868)(1,817)
Loss (income) attributable to non-controlling interest760 (312)2,680 (312)
Adjustment to loss attributable to non-controlling interest for legally outstanding restricted units(29)— (122)— 
Net (loss) income applicable to common stockholders - basic$(68,509)$27,694 $(239,718)$74,844 
Basic earnings per common share - net income$(0.18)$0.08 $(0.63)$0.36 
Diluted earnings per common share - net income$(0.18)$0.08 $(0.63)$0.35 
Summary of the Activity Under the Incentive Plan and RSU Activity
A summary of the activity under the Company's share-based incentive plans for the three and nine months ended September 30, 2023 and 2022 is included in the table below.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
 2023202220232022
Share-based awards, beginning of period1,932,221 1,941,709 1,795,128 1,562,028 
Granted— 71,852 313,770 513,876 
Vested— (7,434)(152,314)(68,481)
Forfeited— (4,130)(24,363)(5,426)
Share-based awards, end of period1,932,221 2,001,997 1,932,221 2,001,997 
The following is a summary of the RSU activity during the three and nine months ended September 30, 2023:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
 Restricted Stock UnitsWeighted Average Grant Date Fair ValueRestricted Stock UnitsWeighted Average Grant Date Fair Value
Non-vested, beginning of period363,250 $28.57 294,932 $33.04 
Granted— — 165,174 22.55 
Vested/Forfeited— — (17,606)33.04 
Probability adjustment of 2022 & 2023 RSUs (47,196)20.21 (126,446)27.40 
Non-vested, end of period316,054 $27.77 316,054 $27.77 
Schedule of Stock Options, Valuation Assumptions
THREE MONTHS ENDED MARCH 31,
Volatility34.0 %
Dividend assumptionAccrued
Expected term 3 years
Risk-free rate4.42 %
Stock price (per share)$20.21
THREE MONTHS ENDED MARCH 31,
Volatility34.0 %
Dividend assumptionAccrued
Expected term 3 years
Risk-free rate4.42 %
Stock price (per share)$20.21
Summary of Employee Stock Purchase Plan Activity A summary of the activity under the ESPP for the three and nine months ended September 30, 2023 and 2022 is included in the table below.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
 2023202220232022
Outstanding and exercisable, beginning of period179,369 405,534 340,976 348,514 
Granted— — — 255,960 
Exercised(2,580)(4,576)(7,397)(17,094)
Forfeited(4,680)(37,628)(28,471)(83,417)
Expired— — (132,999)(140,633)
Outstanding and exercisable, end of period172,109 363,330 172,109 363,330 
Schedule of Unrecognized Compensation Cost, Nonvested Awards
The following table represents expected amortization of the Company's non-vested shares issued as of September 30, 2023:
Dollars in millionsFUTURE AMORTIZATION
of non-vested shares
2023$4.1 
202413.3 
202510.8 
20268.0 
20272.4 
2028 and thereafter0.5 
Total$39.1 
v3.23.3
Fair Value of Financial Instruments (Tables)
9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Schedule of Fair Value And Carrying Values For Notes And Bonds Payable, Real Estate Notes Receivable, And Notes Receivable
The table below details the fair values and carrying values for notes and bonds payable and real estate notes receivable at September 30, 2023 and December 31, 2022.
 September 30, 2023December 31, 2022
Dollars in millionsCARRYING VALUEFAIR VALUECARRYING VALUEFAIR VALUE
Notes and bonds payable 1
$5,227.4 $4,941.2 $5,351.8 $5,149.6 
Real estate notes receivable 1
$155.0 $151.7 $99.6 $99.6 
1Level 2 – model-derived valuations in which significant inputs and significant value drivers are observable in active markets.
v3.23.3
Summary of Significant Accounting Policies (Details)
$ in Thousands, shares in Millions, ft² in Millions
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
USD ($)
ft²
property
financing_receivable
state
variable_interest_entity
note_receivable
shares
Mar. 31, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
ft²
property
financing_receivable
state
variable_interest_entity
joint_venture
note_receivable
shares
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jan. 01, 2023
USD ($)
financing_receivable
Jun. 30, 2022
USD ($)
Dec. 31, 2021
USD ($)
Business Overview:                    
Gross investment amount, total $ 13,600,000     $ 13,600,000            
Number of real estate properties | property 663     663            
Number of owned real estate properties | property 663     663            
Number of states that the company owns real estate in, whole units | state 35     35            
Approximate square feet invested in by company | ft² 39.1     39.1            
Approximate square feet for which Nationwide property management services provided by company | ft² 38.6     38.6            
Number of buildings owned by joint venture with TIAA | property 34     34            
Principles of Consolidation:                    
Equity ownership for consolidation (percent) 100.00%     100.00%            
Number of variable interest entities | variable_interest_entity 4     4            
Redeemable Non-Controlling Interests:                    
Redeemable non-controlling interests $ 3,195   $ 0 $ 3,195 $ 0 $ 2,014 $ 2,487   $ 0 $ 0
Asset Impairment:                    
Impairment of real estate assets 56,900     138,300            
Real Estate Notes Receivable:                    
Investment in financing receivable, net $ 155,000     155,000            
Allowance for Credit Losses, Interest Income, Income from Real Estate Notes Receivable:                    
Credit loss reserves   $ 5,200   $ 5,196   $ 0        
Number of recognized lease financial receivables | financing_receivable 2     2            
Income from financing receivables $ 2,000   $ 2,000 $ 6,200 $ 5,900          
Number of real estate notes receivable | financing_receivable               2    
Financing receivable, nonaccrual               $ 48,900    
Notes Receivable                    
Allowance for Credit Losses, Interest Income, Income from Real Estate Notes Receivable:                    
Interest income $ 2,300     $ 6,500            
Variable Interest Entity                    
Principles of Consolidation:                    
Number of variable interest entities | variable_interest_entity 3     3            
Number of notes receivable | note_receivable 2     2            
Number of joint ventures | joint_venture       1            
Non-Controlling Interest Holders | Healthcare Trust of America Holdings L P                    
Principles of Consolidation:                    
Limited partner's capital, units outstanding (in shares) | shares 4.7     4.7            
Limited partners ownership interest (in percent)       1.20%            
Property Entities Not Determined to be VIEs                    
Principles of Consolidation:                    
Equity interest owned (percent) 100.00%     100.00%            
Healthcare Trust of America Holdings L P                    
Principles of Consolidation:                    
Equity interest owned (percent) 98.80%     98.80%            
Real Estate Properties Held in Joint Ventures                    
Business Overview:                    
Joint venture ownership (percent) 44.00%     44.00%            
v3.23.3
Summary of Significant Accounting Policies - Consolidated balance sheets (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Assets:    
Net real estate investments $ 11,550,126 $ 12,412,354
Cash and cash equivalents 24,668 60,961
Total assets 13,103,728 13,849,631
Liabilities:    
Total equity 7,003,700 7,571,076
Total liabilities and equity 13,103,728 $ 13,849,631
Variable interest entity    
Assets:    
Net real estate investments 72,756  
Cash and cash equivalents 1,766  
Receivables and other assets 2,594  
Total assets 77,116  
Liabilities:    
Accrued expenses and other liabilities 16,909  
Total equity 60,207  
Total liabilities and equity $ 77,116  
v3.23.3
Summary of Significant Accounting Policies - Variable interest entity (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
property
note_receivable
Variable Interest Entity [Line Items]  
Number of owned real estate properties | property 663
Variable Interest Entity  
Variable Interest Entity [Line Items]  
Number of notes receivable | note_receivable 2
Houston, TX | Variable Interest Entity, Not Primary Beneficiary  
Variable Interest Entity [Line Items]  
Notes receivable, carrying amount $ 30,797
MAXIMUM EXPOSURE TO LOSS 31,150
North Carolina | Variable Interest Entity, Not Primary Beneficiary  
Variable Interest Entity [Line Items]  
Notes receivable, carrying amount 5,743
MAXIMUM EXPOSURE TO LOSS 6,000
Texas | Variable Interest Entity, Not Primary Beneficiary  
Variable Interest Entity [Line Items]  
Joint venture, carrying amount 63,579
MAXIMUM EXPOSURE TO LOSS $ 63,579
Number of owned real estate properties | property 7
v3.23.3
Summary of Significant Accounting Policies - Schedule of Notes Receivable (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Financing receivable, carrying value $ 120,975    
MAXIMUM LOAN COMMITMENT 201,269    
REAL ESTATE NOTES RECEIVABLE, GROSS 163,920    
ALLOWANCE FOR CREDIT LOSSES (5,196) $ 0 $ 0
FAIR VALUE DISCOUNT AND FEES (3,726)    
CARRYING VALUE 154,998    
Mortgage loans      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
MAXIMUM LOAN COMMITMENT 147,150    
REAL ESTATE NOTES RECEIVABLE, GROSS 109,801    
ALLOWANCE FOR CREDIT LOSSES 0    
FAIR VALUE DISCOUNT AND FEES (659)    
CARRYING VALUE $ 109,142    
Poway, CA      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
INTEREST RATE 5.73%    
Financing receivable, carrying value $ 113,634    
Columbus, OH      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
INTEREST RATE 6.48%    
Financing receivable, carrying value $ 7,341    
Texas | Mezzanine loans      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
INTEREST RATE 8.00%    
MAXIMUM LOAN COMMITMENT $ 54,119    
REAL ESTATE NOTES RECEIVABLE, GROSS 54,119    
ALLOWANCE FOR CREDIT LOSSES (5,196)    
FAIR VALUE DISCOUNT AND FEES (3,067)    
CARRYING VALUE $ 45,856    
Texas | Mortgage loans      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
INTEREST RATE 7.00%    
MAXIMUM LOAN COMMITMENT $ 31,150    
REAL ESTATE NOTES RECEIVABLE, GROSS 31,150    
ALLOWANCE FOR CREDIT LOSSES 0    
FAIR VALUE DISCOUNT AND FEES (353)    
CARRYING VALUE $ 30,797    
North Carolina | Mortgage loans      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
INTEREST RATE 8.00%    
MAXIMUM LOAN COMMITMENT $ 6,000    
REAL ESTATE NOTES RECEIVABLE, GROSS 6,000    
ALLOWANCE FOR CREDIT LOSSES 0    
FAIR VALUE DISCOUNT AND FEES (257)    
CARRYING VALUE $ 5,743    
Florida | Mortgage loans      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
INTEREST RATE 6.00%    
MAXIMUM LOAN COMMITMENT $ 65,000    
REAL ESTATE NOTES RECEIVABLE, GROSS 27,651    
ALLOWANCE FOR CREDIT LOSSES 0    
FAIR VALUE DISCOUNT AND FEES (49)    
CARRYING VALUE $ 27,602    
California | Mortgage loans      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
INTEREST RATE 6.00%    
MAXIMUM LOAN COMMITMENT $ 45,000    
REAL ESTATE NOTES RECEIVABLE, GROSS 45,000    
ALLOWANCE FOR CREDIT LOSSES 0    
FAIR VALUE DISCOUNT AND FEES 0    
CARRYING VALUE $ 45,000    
v3.23.3
Summary of Significant Accounting Policies - Schedule of Company's Allowance For Credit Losses (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Mar. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
Financing Receivable, Allowance for Credit Loss [Roll Forward]      
Allowance for credit losses, beginning of period $ 0 $ 0 $ 0
Credit loss reserves $ 5,200 5,196 0
Allowance for credit losses, end of period   $ 5,196 $ 0
v3.23.3
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Disaggregation of Revenue [Line Items]        
Type of Revenue $ 4,661 $ 4,057 $ 13,508 $ 9,270
Parking income        
Disaggregation of Revenue [Line Items]        
Type of Revenue 2,751 2,428 7,511 6,100
Management fee income        
Disaggregation of Revenue [Line Items]        
Type of Revenue 1,552 1,426 5,122 2,864
Miscellaneous        
Disaggregation of Revenue [Line Items]        
Type of Revenue $ 358 $ 203 $ 875 $ 306
v3.23.3
Merger with HTA - Narrative (Details) - USD ($)
3 Months Ended 9 Months Ended
Jul. 20, 2022
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Business Acquisition [Line Items]            
Common stock, par value (in dollars per share)   $ 0.01   $ 0.01   $ 0.01
Goodwill $ 247,043,000 $ 250,530,000   $ 250,530,000   $ 223,202,000
Goodwill expected to be tax deductible 0          
Merger-related costs   $ 7,450,000 $ 79,402,000 (3,366,000) $ 92,603,000  
Refund of transfer taxes paid       $ 17,800,000    
Revision of Prior Period, Adjustment            
Business Acquisition [Line Items]            
Goodwill adjustment incomplete $ 101,600,000          
HealthCare Realty Trust Incorporated | Common Class A            
Business Acquisition [Line Items]            
Common stock, par value (in dollars per share) $ 0.01          
HealthCare Realty Trust, Inc.            
Business Acquisition [Line Items]            
Common stock, par value (in dollars per share) 0.01          
Healthcare Trust Of America, Inc            
Business Acquisition [Line Items]            
Common stock, par value (in dollars per share) $ 0.01          
Conversion ratio 1          
Dividends declared per common share, during the period (in dollars per share) $ 4.82          
v3.23.3
Merger with HTA (Details)
$ / shares in Units, $ in Thousands
Jul. 20, 2022
USD ($)
$ / shares
shares
Sep. 30, 2023
shares
Dec. 31, 2022
shares
Business Acquisition [Line Items]      
Shares of Legacy HTA Common Stock outstanding as of July 20, 2022 as adjusted (in shares) 228,857,717 380,860,000 380,590,000
Implied shares of Legacy HR Common Stock issued (in shares) 228,520,990    
Adjusted closing price of Legacy HR Common Stock on July 20, 2022 (in dollars per share) | $ / shares $ 24.37    
Value of implied Legacy HR Common Stock issued | $ $ 5,569,057    
Fair value of Legacy HTA restricted stock awards attributable to pre-Merger services | $ 7,406    
Legacy HTA      
Business Acquisition [Line Items]      
Consideration transferred | $ $ 5,576,463    
Healthcare Trust Of America, Inc      
Business Acquisition [Line Items]      
Shares of Legacy HTA Common Stock outstanding as of July 20, 2022 as adjusted (in shares) 228,520,990    
Exchange ratio 1.00    
Common Stock, fractional (in shares) 192    
Healthcare Trust Of America, Inc | Restricted stock      
Business Acquisition [Line Items]      
Shares of Legacy HTA Common Stock outstanding as of July 20, 2022 as adjusted (in shares) 336,535    
Common Stock, withheld (in shares) 215,764    
v3.23.3
Merger with HTA - Schedule of Fair Values of the Assets Acquired And Liabilities Assumed (Details) - USD ($)
$ in Thousands
Jul. 20, 2022
Sep. 30, 2023
Dec. 31, 2022
Real estate investments      
Land $ 1,004,285    
Buildings and improvements 6,841,283    
Lease intangible assets 833,759    
Financing lease right-of-use assets 13,020    
Construction in progress 3,327    
Land held for development 46,538    
Total real estate investments 8,742,212    
Assets held for sale, net 699,496    
Investments in unconsolidated joint ventures 67,892    
Cash and cash equivalents 37,437    
Restricted cash 1,122,400    
Operating lease right-of-use assets 214,631    
Other assets, net 205,323    
Total assets acquired 11,089,391    
LIABILITIES      
Notes and bonds payable 3,991,300    
Accounts payable and accrued liabilities 1,244,944    
Liabilities of assets held for sale 24,738    
Operating lease liabilities 184,121    
Financing lease liabilities 9,865    
Other liabilities 194,301    
Total liabilities assumed 5,649,269    
Net identifiable assets acquired 5,440,122    
Non-controlling interest 110,702    
Goodwill $ 247,043 $ 250,530 $ 223,202
Weighted average amortization period for the acquired lease intangible assets 6 years    
Gross contractual accounts receivable $ 15,900    
Gross contractual real estate notes receivable 78,700    
Gross contractual real estate notes receivable at fair value 74,800    
CUMULATIVE MEASUREMENT PERIOD ADJUSTMENTS      
Land 18,359    
Buildings and improvements (119,135)    
Lease intangible assets 1,839    
Financing lease right-of-use assets 3,146    
Construction in progress (6,744)    
Total real estate investments (102,535)    
Assets held for sale, net (7,946)    
Cash and cash equivalents 11,403    
Restricted cash (1,247)    
Operating lease right-of-use assets 16,370    
Other assets, net (3,840)    
Total assets acquired (87,795)    
Accounts payable and accrued liabilities 17,374    
Liabilities of assets held for sale (3,939)    
Operating lease liabilities 10,173    
Financing lease liabilities (855)    
Other liabilities (8,909)    
Total liabilities assumed 13,844    
Net identifiable assets acquired (101,639)    
Goodwill 101,639    
Previously Reported      
Real estate investments      
Land 985,926    
Buildings and improvements 6,960,418    
Lease intangible assets 831,920    
Financing lease right-of-use assets 9,874    
Construction in progress 10,071    
Land held for development 46,538    
Total real estate investments 8,844,747    
Assets held for sale, net 707,442    
Investments in unconsolidated joint ventures 67,892    
Cash and cash equivalents 26,034    
Restricted cash 1,123,647    
Operating lease right-of-use assets 198,261    
Other assets, net 209,163    
Total assets acquired 11,177,186    
LIABILITIES      
Notes and bonds payable 3,991,300    
Accounts payable and accrued liabilities 1,227,570    
Liabilities of assets held for sale 28,677    
Operating lease liabilities 173,948    
Financing lease liabilities 10,720    
Other liabilities 203,210    
Total liabilities assumed 5,635,425    
Net identifiable assets acquired 5,541,761    
Non-controlling interest 110,702    
Goodwill $ 145,404    
v3.23.3
Real Estate Investments -Real Estate Acquisitions (Details)
$ in Thousands
9 Months Ended
Jul. 28, 2023
USD ($)
ft²
Mar. 10, 2023
USD ($)
ft²
Sep. 30, 2023
USD ($)
ft²
Total real estate acquisitions      
Business Acquisition [Line Items]      
PURCHASE PRICE     $ 42,950
MORTGAGE NOTES PAYABLE, NET     (5,284)
CASH CONSIDERATION     36,523
REAL ESTATE     42,012
OTHER     $ (205)
SQUARE FOOTAGE | ft²     158,637
Tampa, FL | Medical office building      
Business Acquisition [Line Items]      
PURCHASE PRICE   $ 31,500  
MORTGAGE NOTES PAYABLE, NET   0  
CASH CONSIDERATION   30,499  
REAL ESTATE   30,596  
OTHER   $ (97)  
SQUARE FOOTAGE | ft²   115,867  
Colorado Springs, CO | Medical office building      
Business Acquisition [Line Items]      
PURCHASE PRICE $ 11,450    
MORTGAGE NOTES PAYABLE, NET (5,284)    
CASH CONSIDERATION 6,024    
REAL ESTATE 11,416    
OTHER $ (108)    
SQUARE FOOTAGE | ft² 42,770    
v3.23.3
Real Estate Investments - Narrative (Details)
$ in Millions
3 Months Ended
Sep. 30, 2023
USD ($)
Business Combination and Asset Acquisition [Abstract]  
Payments to acquired a parcel of land $ 0.8
Payments to acquire additional interest in an operating property $ 0.6
v3.23.3
Real Estate Investments - Unconsolidated Joint Venture Acquisitions (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Equity Method Investments [Roll Forward]        
Investments in unconsolidated joint ventures, beginning of period     $ 327,248  
Equity loss recognized during the period $ (456) $ (124) (1,253) $ (776)
Investments in unconsolidated joint ventures, end of period 325,453   325,453  
Parking Garages        
Equity Method Investments [Roll Forward]        
Investments in unconsolidated joint ventures, beginning of period 327,245 210,781 327,248 161,942
New investments during the period 0 117,880 3,824 167,479
Equity loss recognized during the period (456) (124) (1,253) (776)
Owner distributions (1,336) (785) (4,366) (893)
Investments in unconsolidated joint ventures, end of period $ 325,453 $ 327,752 $ 325,453 $ 327,752
Parking Garages | Los Angeles, CA | Limited Liability Company One        
Equity Method Investments [Roll Forward]        
Joint venture, ownership (in percentage)     40.00%  
v3.23.3
Real Estate Investments - Dispositions (Details)
$ in Thousands
9 Months Ended
Sep. 27, 2023
USD ($)
ft²
Sep. 18, 2023
USD ($)
ft²
Sep. 15, 2023
USD ($)
ft²
Aug. 22, 2023
USD ($)
ft²
Aug. 02, 2023
USD ($)
ft²
Jun. 30, 2023
USD ($)
ft²
May 12, 2023
USD ($)
a
ft²
Mar. 30, 2023
USD ($)
ft²
Mar. 23, 2023
USD ($)
ft²
Feb. 10, 2023
USD ($)
ft²
Jan. 30, 2023
USD ($)
ft²
Jan. 12, 2023
USD ($)
ft²
disposition_transaction
property
Sep. 30, 2023
USD ($)
ft²
property
Real Estate Dispositions [Line Items]                          
Number of owned real estate properties | property                         663
Real Estate Dispositions                          
Real Estate Dispositions [Line Items]                          
SALE PRICE                         $ 430,772
CLOSING ADJUSTMENTS                         (18,951)
COMPANY-FINANCED MORTGAGE NOTES                         (45,000)
NET PROCEEDS                         366,821
NET REAL ESTATE INVESTMENT                         390,485
OTHER (INCLUDING RECEIVABLES)                         2,736
GAIN/(IMPAIRMENT)                         $ 18,600
SQUARE FOOTAGE | ft²                         922,922
Tampa/Miami, FL                          
Real Estate Dispositions [Line Items]                          
SALE PRICE                       $ 93,250  
CLOSING ADJUSTMENTS                       (5,875)  
COMPANY-FINANCED MORTGAGE NOTES                       0  
NET PROCEEDS                       87,375  
NET REAL ESTATE INVESTMENT                       87,302  
OTHER (INCLUDING RECEIVABLES)                       (888)  
GAIN/(IMPAIRMENT)                       $ 961  
SQUARE FOOTAGE | ft²                       224,037  
Number of owned real estate properties | property                       2  
Number of property dispositions | disposition_transaction                       2  
Dallas, TX                          
Real Estate Dispositions [Line Items]                          
SALE PRICE     $ 115,000               $ 19,210    
CLOSING ADJUSTMENTS     (1,504)               (141)    
COMPANY-FINANCED MORTGAGE NOTES     0               0    
NET PROCEEDS     113,496               19,069    
NET REAL ESTATE INVESTMENT     64,183               18,986    
OTHER (INCLUDING RECEIVABLES)     6,094               43    
GAIN/(IMPAIRMENT)     $ 43,219               $ 40    
SQUARE FOOTAGE | ft²     161,264               36,691    
Joint venture, ownership (in percentage)                     40.00%    
St. Louis, MO                          
Real Estate Dispositions [Line Items]                          
SALE PRICE                   $ 350      
CLOSING ADJUSTMENTS                   (18)      
COMPANY-FINANCED MORTGAGE NOTES                   0      
NET PROCEEDS                   332      
NET REAL ESTATE INVESTMENT                   398      
OTHER (INCLUDING RECEIVABLES)                   0      
GAIN/(IMPAIRMENT)                   $ (66)      
SQUARE FOOTAGE | ft²                   6,500      
Los Angeles, CA                          
Real Estate Dispositions [Line Items]                          
SALE PRICE             $ 3,300 $ 75,000 $ 21,000        
CLOSING ADJUSTMENTS             (334) (8,079) (526)        
COMPANY-FINANCED MORTGAGE NOTES             0 (45,000) 0        
NET PROCEEDS             2,966 21,921 20,474        
NET REAL ESTATE INVESTMENT             3,268 88,624 20,610        
OTHER (INCLUDING RECEIVABLES)             0 (803) 52        
GAIN/(IMPAIRMENT)             $ (302) $ (20,900) $ (188)        
SQUARE FOOTAGE | ft²             0 147,078 37,165        
Mortgage note               $ 45,000          
Albany, NY                          
Real Estate Dispositions [Line Items]                          
SALE PRICE           $ 10,000              
CLOSING ADJUSTMENTS           (1,229)              
COMPANY-FINANCED MORTGAGE NOTES           0              
NET PROCEEDS           8,771              
NET REAL ESTATE INVESTMENT           2,613              
OTHER (INCLUDING RECEIVABLES)           (1,040)              
GAIN/(IMPAIRMENT)           $ 7,198              
SQUARE FOOTAGE | ft²           40,870              
Area of land | a             0.34            
Houston, TX                          
Real Estate Dispositions [Line Items]                          
SALE PRICE   $ 250     $ 8,320                
CLOSING ADJUSTMENTS   (24)     (285)                
COMPANY-FINANCED MORTGAGE NOTES   0     0                
NET PROCEEDS   226     8,035                
NET REAL ESTATE INVESTMENT   1,998     4,567                
OTHER (INCLUDING RECEIVABLES)   0     194                
GAIN/(IMPAIRMENT)   $ (1,772)     $ 3,274                
SQUARE FOOTAGE | ft²   52,040     57,170                
Atlanta, GA                          
Real Estate Dispositions [Line Items]                          
SALE PRICE       $ 25,142                  
CLOSING ADJUSTMENTS       (66)                  
COMPANY-FINANCED MORTGAGE NOTES       0                  
NET PROCEEDS       25,076                  
NET REAL ESTATE INVESTMENT       23,226                  
OTHER (INCLUDING RECEIVABLES)       (536)                  
GAIN/(IMPAIRMENT)       $ 2,386                  
SQUARE FOOTAGE | ft²       55,195                  
Chicago, IL                          
Real Estate Dispositions [Line Items]                          
SALE PRICE $ 59,950                        
CLOSING ADJUSTMENTS (870)                        
COMPANY-FINANCED MORTGAGE NOTES 0                        
NET PROCEEDS 59,080                        
NET REAL ESTATE INVESTMENT 74,710                        
OTHER (INCLUDING RECEIVABLES) (380)                        
GAIN/(IMPAIRMENT) $ (15,250)                        
SQUARE FOOTAGE | ft² 104,912                        
v3.23.3
Real Estate Investments - Assets Held for Sale (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
entity
property
Sep. 30, 2023
USD ($)
entity
property
Dec. 31, 2022
USD ($)
property
Long Lived Assets Held-for-sale [Line Items]      
Number of properties classified as held for sale | property 17 17 1
Number of corporate entity classified as held for sale | entity 1 1  
Impairment charges on net real estate assets held for sale $ 15,900 $ 46,400  
Land 1,387,821 1,387,821 $ 1,439,798
Building and improvements 11,004,195 11,004,195 11,332,037
Total real estate properties 13,644,078 13,644,078 14,057,625
Accumulated depreciation (2,093,952) (2,093,952) (1,645,271)
Total real estate properties, net 11,550,126 11,550,126 12,412,354
Operating lease right-of-use assets 323,759 323,759 336,983
Assets held for sale, net 57,638 57,638 18,893
Operating lease liabilities 273,319 273,319 279,895
Liabilities of assets held for sale 3,814 3,814 437
Disposal Group, Held-for-sale, Not Discontinued Operations      
Long Lived Assets Held-for-sale [Line Items]      
Land 14,282 14,282 1,700
Building and improvements 41,538 41,538 15,164
Lease intangibles 12,938 12,938 1,986
Total real estate properties 68,758 68,758 18,850
Accumulated depreciation (13,634) (13,634) 0
Total real estate properties, net 55,124 55,124 18,850
Operating lease right-of-use assets 585 585 0
Other assets, net 1,929 1,929 43
Assets held for sale, net 57,638 57,638 18,893
Accounts payable and accrued liabilities 1,716 1,716 282
Operating lease liabilities 1,020 1,020 0
Other liabilities 1,078 1,078 155
Liabilities of assets held for sale $ 3,814 $ 3,814 $ 437
v3.23.3
Leases - Lease Income (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Leases [Abstract]        
Rental income $ 333,335 $ 298,931 $ 987,109 $ 578,052
v3.23.3
Leases - Lessor Accounting (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
OPERATING  
2023 $ 231,698
2024 874,750
2025 770,520
2026 666,294
2027 552,111
2028 and thereafter 1,918,689
Total $ 5,014,062
v3.23.3
Leases - Ground Leases (Details)
ft² in Millions, $ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
lease
property
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
ft²
lease
property
Sep. 30, 2022
USD ($)
Lessee, Lease, Description [Line Items]        
Number of properties subject to ground leases | property 240   240  
Square feet subject to ground leases | ft²     17.4  
Number of prepaid ground leases     75  
Amortization of prepaid rent | $ $ 0.3 $ 0.1 $ 1.0 $ 0.4
Number of non-prepaid ground leases 165   165  
Minimum        
Lessee, Lease, Description [Line Items]        
Ground lease, initial term 40 years   40 years  
Maximum        
Lessee, Lease, Description [Line Items]        
Ground lease, initial term 99 years   99 years  
v3.23.3
Leases - Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
OPERATING    
2023 $ 3,288  
2024 14,062  
2025 14,253  
2026 14,392  
2027 14,630  
2028 and thereafter 922,019  
Total undiscounted lease payments 982,644  
Discount (709,325)  
Lease liabilities 273,319 $ 279,895
FINANCING    
2023 513  
2024 2,182  
2025 2,218  
2026 2,255  
2027 2,294  
2028 and thereafter 396,397  
Total undiscounted lease payments 405,859  
Discount (331,772)  
Lease liabilities $ 74,087 $ 72,939
v3.23.3
Leases - Lease Cost (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Operating lease cost        
Operating lease expense $ 5,312 $ 4,204 $ 15,748 $ 6,613
Variable lease expense 2,417 1,061 6,788 3,123
Finance lease cost        
Amortization of right-of-use assets 387 381 1,161 884
Interest on lease liabilities 928 861 2,770 1,913
Total lease expense 9,044 6,507 26,467 12,533
Other information        
Operating cash flows outflows related to operating leases 5,281 3,847 16,475 8,443
Operating cash flows outflows related to financing leases 524 476 1,592 1,262
Financing cash flows outflows related to financing leases 7 3 12 3
Right-of-use assets obtained in exchange for new finance lease liabilities 0 9,874 0 50,463
Right-of-use assets obtained in exchange for new operating lease liabilities $ 0 $ 198,261 $ 0 $ 198,261
Weighted-average years remaining lease term (excluding renewal options) - operating leases 47 years 6 months 50 years 2 months 12 days 47 years 6 months 50 years 2 months 12 days
Weighted-average years remaining lease term (excluding renewal options) - finance leases 58 years 2 months 12 days 60 years 1 month 6 days 58 years 2 months 12 days 60 years 1 month 6 days
Weighted-average discount rate - operating leases 5.80% 5.70% 5.80% 5.70%
Weighted-average discount rate - finance leases 5.00% 5.00% 5.00% 5.00%
v3.23.3
Notes and Bonds Payable (Details) - USD ($)
Apr. 26, 2023
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]      
Notes and bonds payable   $ 5,227,413,000 $ 5,351,827,000
Extension period for maturity date 1 year    
Debt fees $ 400,000    
Mortgage notes payable | Minimum      
Debt Instrument [Line Items]      
Effective interest rate   3.57%  
Mortgage notes payable | Maximum      
Debt Instrument [Line Items]      
Effective interest rate   6.88%  
Line of credit | $1.5 billion Unsecured Credit Facility      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 236,000,000 385,000,000
Effective interest rate   6.24%  
Credit facility   $ 1,500,000,000  
Medium-term notes | $200 million Unsecured Term Loan      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 199,845,000 199,670,000
Effective interest rate   6.30%  
Face amount   $ 200,000,000  
Medium-term notes | $350 million Unsecured Term Loan      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 349,711,000 349,114,000
Effective interest rate   6.30%  
Face amount   $ 350,000,000  
Medium-term notes | $300 million Unsecured Term Loan      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 299,952,000 299,936,000
Effective interest rate   6.30%  
Face amount   $ 300,000,000  
Medium-term notes | $150 million Unsecured Term Loan      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 149,606,000 149,495,000
Effective interest rate   6.30%  
Face amount   $ 150,000,000  
Medium-term notes | $200 million Unsecured Term Loan      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 199,467,000 199,362,000
Effective interest rate   6.30%  
Face amount   $ 200,000,000  
Medium-term notes | $300 million Unsecured Term Loan      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 298,184,000 297,869,000
Effective interest rate   6.30%  
Face amount   $ 300,000,000  
Senior notes | Senior Notes due 2025      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 249,391,000 249,115,000
Effective interest rate   4.12%  
Senior notes | Senior Notes due 2026      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 577,124,000 571,587,000
Effective interest rate   4.94%  
Senior notes | Senior Notes due 2027      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 482,665,000 479,553,000
Effective interest rate   4.76%  
Senior notes | Senior Notes due 2028      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 297,283,000 296,852,000
Effective interest rate   3.85%  
Senior notes | Senior Notes due 2030      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 572,883,000 565,402,000
Effective interest rate   5.30%  
Senior notes | Senior Notes due 2030      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 296,679,000 296,385,000
Effective interest rate   2.72%  
Senior notes | Senior Notes due 2031      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 295,706,000 295,547,000
Effective interest rate   2.25%  
Senior notes | Senior Notes due 2031      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 645,232,000 632,693,000
Effective interest rate   5.13%  
Mortgages | Mortgage notes payable      
Debt Instrument [Line Items]      
Notes and bonds payable   $ 77,685,000 $ 84,247,000
v3.23.3
Notes and Bonds Payable - Narrative (Details)
$ in Thousands
Aug. 01, 2023
USD ($)
ft²
Sep. 30, 2023
USD ($)
Jul. 28, 2023
USD ($)
ft²
Dec. 31, 2022
USD ($)
Debt Instrument [Line Items]        
Notes and bonds payable   $ 5,227,413   $ 5,351,827
Mortgage notes payable        
Debt Instrument [Line Items]        
Percentage of interest-bearing in mortgage note payable     4.50%  
Mortgage notes payable | Mortgages        
Debt Instrument [Line Items]        
Notes and bonds payable   $ 77,685   $ 84,247
COLORADO | Mortgage notes payable | Mortgages        
Debt Instrument [Line Items]        
Notes and bonds payable     $ 5,600  
Square foot subject to mortgage note payable | ft²     42,770  
Mortgages        
Debt Instrument [Line Items]        
Effective interest rate 3.31%      
Outstanding principal repaid $ 9,800      
Mortgages | GEORGIA        
Debt Instrument [Line Items]        
Encumbered square footage | ft² 66,984      
v3.23.3
Derivative Financial Instruments - Cash Flow Hedges of Interest Rate Risk (Details)
$ in Thousands
Oct. 23, 2023
USD ($)
transaction
Oct. 19, 2023
USD ($)
transaction
Sep. 30, 2023
USD ($)
derivative
Derivative [Line Items]      
Number of instruments | derivative     14
Interest Rate Swaps | Cash flow hedging | Designated as hedging instrument      
Derivative [Line Items]      
AMOUNT     $ 1,000,000
Weighted average interest rate (percent)     3.17%
Interest Rate Swap, Expiring January 15, 2024 | Cash flow hedging | Designated as hedging instrument      
Derivative [Line Items]      
AMOUNT     $ 200,000
Weighted average interest rate (percent)     1.21%
Interest Rate Swap, Expiring May 1, 2026 | Cash flow hedging | Designated as hedging instrument      
Derivative [Line Items]      
AMOUNT     $ 100,000
Weighted average interest rate (percent)     2.15%
Interest Rate Swap, Expiring June 1, 2026 | Cash flow hedging | Designated as hedging instrument      
Derivative [Line Items]      
AMOUNT     $ 150,000
Weighted average interest rate (percent)     3.83%
Interest Rate Swap, Expiring December 1, 2026 | Cash flow hedging | Designated as hedging instrument      
Derivative [Line Items]      
AMOUNT     $ 150,000
Weighted average interest rate (percent)     3.84%
Interest Rate Swap, Expiring June 1, 2027 | Cash flow hedging | Designated as hedging instrument      
Derivative [Line Items]      
AMOUNT     $ 150,000
Weighted average interest rate (percent)     4.13%
Interest Rate Swap, Expiring June 1, 2027 | Cash flow hedging | Designated as hedging instrument | Subsequent event      
Derivative [Line Items]      
AMOUNT   $ 50,000  
Weighted average interest rate (percent)   4.71%  
Interest Rate Swap, Expiring December 1, 2027 | Cash flow hedging | Designated as hedging instrument      
Derivative [Line Items]      
AMOUNT     $ 250,000
Weighted average interest rate (percent)     3.79%
Interest Rate Swap, Expiring December 1, 2027 | Cash flow hedging | Designated as hedging instrument | Subsequent event      
Derivative [Line Items]      
AMOUNT   $ 50,000  
Weighted average interest rate (percent)   4.67%  
Interest Rate Swap, Effective November 1, 2023 | Cash flow hedging | Designated as hedging instrument | Subsequent event      
Derivative [Line Items]      
AMOUNT   $ 100,000  
Number of swap transactions | transaction   2  
Interest Rate Swap, Expiring May 31, 2026 | Cash flow hedging | Designated as hedging instrument | Subsequent event      
Derivative [Line Items]      
AMOUNT $ 100,000    
Weighted average interest rate (percent) 4.73%    
Number of swap transactions | transaction 2    
v3.23.3
Derivative Financial Instruments - Fair Value of Derivative Instruments on the Balance Sheet (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Other assets | Designated as hedging instrument | Interest Rate Swaps  
Derivative [Line Items]  
Liability derivatives $ 21,499
v3.23.3
Derivative Financial Instruments - Effect of Cash Flow Hedging on AOCI (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Derivative [Line Items]        
(Gain)/loss recognized in AOCI on derivative $ (12,016) $ (6,083) $ (24,999) $ (12,905)
(Gain) Loss, Reclassified from AOCI into income (4,168) 763 (9,874) 2,672
Interest expense        
Derivative [Line Items]        
(Gain) Loss, Reclassified from AOCI into income (4,168) 763 (9,874) 2,672
Interest rate swaps        
Derivative [Line Items]        
(Gain)/loss recognized in AOCI on derivative (12,016) (6,083) (24,999) (12,905)
Interest rate swaps | Interest expense        
Derivative [Line Items]        
(Gain) Loss, Reclassified from AOCI into income (4,317) 614 (10,320) 2,226
Settled treasury hedges        
Derivative [Line Items]        
(Gain)/loss recognized in AOCI on derivative 0 0 0 0
Settled treasury hedges | Interest expense        
Derivative [Line Items]        
(Gain) Loss, Reclassified from AOCI into income 107 107 126 320
Settled interest rate swaps        
Derivative [Line Items]        
(Gain)/loss recognized in AOCI on derivative 0 0 0 0
Settled interest rate swaps | Interest expense        
Derivative [Line Items]        
(Gain) Loss, Reclassified from AOCI into income $ 42 $ 42 $ 320 $ 126
v3.23.3
Derivative Financial Instruments - Derivative Instruments Designated as Cash Flow Hedges (Details)
$ in Millions
Sep. 30, 2023
USD ($)
Derivative [Line Items]  
Derivatives in net asset position $ 21.5
Active Interest Rate Swap  
Derivative [Line Items]  
Interest rate cash flow hedge gain (loss) to be reclassified to interest expense during the next 12 months 14.1
Settled Interest Rate Swaps  
Derivative [Line Items]  
Interest rate cash flow hedge gain (loss) to be reclassified to interest expense during the next 12 months $ (0.6)
v3.23.3
Commitment and Contingencies - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2023
Other Commitments [Line Items]      
Payments to acquired a parcel of land $ 0.8    
Medical office building | Scottsdale, Arizona      
Other Commitments [Line Items]      
Joint venture, ownership (in percentage)   90.00%  
Payments to acquired a parcel of land   $ 8.8  
Cash consideration   $ 8.3  
Active Development Properties      
Other Commitments [Line Items]      
Construction activity and development properties     $ 55.3
Redevelopment Properties      
Other Commitments [Line Items]      
Construction activity and development properties     15.4
Completed Develpoment and Redevelopment Properties      
Other Commitments [Line Items]      
Construction activity and development properties     $ 9.2
v3.23.3
Stockholders' Equity - Reconciliation of Beginning and Ending Common Stock Outstanding (Details) - shares
9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Reconciliation of the beginning and ending common stock outstanding    
Balance, beginning of period (in shares) 380,590,000  
Balance, end of period (in shares) 380,860,000 380,590,000
Common Stock    
Reconciliation of the beginning and ending common stock outstanding    
Balance, beginning of period (in shares) 380,589,894 150,457,433
Issuance of common stock (in shares) 7,397 229,618,304
Non-vested share-based awards, net of withheld shares (in shares) 262,821 514,157
Balance, end of period (in shares) 380,860,112 380,589,894
v3.23.3
Stockholders' Equity - Stock Transactions - Narrative (Details)
1 Months Ended 3 Months Ended 9 Months Ended
Oct. 30, 2023
$ / shares
Jan. 04, 2023
USD ($)
$ / shares
shares
Jan. 31, 2023
USD ($)
$ / shares
shares
Sep. 30, 2023
USD ($)
$ / shares
shares
Jun. 30, 2023
USD ($)
director
shares
Mar. 31, 2023
USD ($)
$ / shares
shares
Sep. 30, 2022
$ / shares
shares
Sep. 30, 2023
USD ($)
$ / shares
shares
Sep. 30, 2022
$ / shares
shares
Class of Stock [Line Items]                  
Dividends paid per common share, during the period (in dollars per share) | $ / shares       $ 0.31     $ 0.31 $ 0.93 $ 0.93
Award vesting period               3 years  
Subsequent event                  
Class of Stock [Line Items]                  
Dividends declared per common share, during the period (in dollars per share) | $ / shares $ 0.31                
Executive Incentive Program | Directors | Share-Based Payment Arrangement, Nonemployee                  
Class of Stock [Line Items]                  
Grant date fair value | $     $ 7,100,000            
Stock incentive plan                  
Class of Stock [Line Items]                  
Granted (in shares)       0     71,852 313,770 513,876
Operating Partnership Performance Units                  
Class of Stock [Line Items]                  
Percentage of restricted stock units     43.00%            
Weighted average grant date fair value (in dollars per share) | $ / shares     $ 15.85            
Award performance period     3 years            
Operating Partnership Performance Units | Performance conditions                  
Class of Stock [Line Items]                  
Percentage of restricted stock units     57.00%            
Weighted average grant date fair value (in dollars per share) | $ / shares     $ 20.21            
Operating Partnership Performance Units | Absolute TSR Component                  
Class of Stock [Line Items]                  
Weighted average grant date fair value (in dollars per share) | $ / shares           $ 12.24      
Operating Partnership Performance Units | Relative TSR Component                  
Class of Stock [Line Items]                  
Weighted average grant date fair value (in dollars per share) | $ / shares     $ 13.98            
Operating Partnership Performance Units | Executive Incentive Program | Share-Based Payment Arrangement, Nonemployee                  
Class of Stock [Line Items]                  
Granted (in shares)     448,249            
Award vesting period     5 years            
Non-vested Stock Award | Executive Incentive Program                  
Class of Stock [Line Items]                  
Grant date fair value | $           $ 5,400,000      
Granted (in shares)           270,494      
Non-vested Stock Award | Executive Incentive Program | Directors                  
Class of Stock [Line Items]                  
Grant date fair value | $         $ 700,000        
Granted (in shares)         42,768        
Non-vested Stock Award | Executive Incentive Program | Minimum                  
Class of Stock [Line Items]                  
Award vesting period           3 years      
Non-vested Stock Award | Executive Incentive Program | Maximum                  
Class of Stock [Line Items]                  
Award vesting period           8 years      
Non-vested Stock Award | LTIP-D | Directors                  
Class of Stock [Line Items]                  
Grant date fair value | $         $ 1,100,000        
Granted (in shares)         57,868        
Number of directors | director         12        
Non-vested Stock Award | LTIP-D | New Employee                  
Class of Stock [Line Items]                  
Granted (in shares)         508        
Restricted stock | Stock incentive plan                  
Class of Stock [Line Items]                  
Shares withheld to pay estimated withholding taxes (in shares)               38,632 8,745
Restricted Stock Units (RSUs)                  
Class of Stock [Line Items]                  
Granted (in shares)       0       165,174  
Award vesting period   5 years              
Percentage of restricted stock units   43.00%              
Weighted average grant date fair value (in dollars per share) | $ / shares   $ 22.55              
Restricted Stock Units (RSUs) | Performance conditions                  
Class of Stock [Line Items]                  
Percentage of restricted stock units   57.00%              
Weighted average grant date fair value (in dollars per share) | $ / shares   $ 20.21              
Restricted Stock Units (RSUs) | Absolute TSR Component                  
Class of Stock [Line Items]                  
Weighted average grant date fair value (in dollars per share) | $ / shares   24.23              
Restricted Stock Units (RSUs) | Relative TSR Component                  
Class of Stock [Line Items]                  
Weighted average grant date fair value (in dollars per share) | $ / shares   $ 27.84              
Restricted Stock Units (RSUs) | Executive Incentive Program                  
Class of Stock [Line Items]                  
Grant date fair value | $   $ 3,700,000              
Granted (in shares)   165,174              
Options under the Employee Stock Option Plan                  
Class of Stock [Line Items]                  
Weighted-average incremental shares of common stock excluded from the computation (in shares)       26,678          
Options under the Employee Stock Option Plan | Operating Partnership Performance Units                  
Class of Stock [Line Items]                  
Nonvested shares (in shares)       4,042,993       4,042,993  
Common Stock                  
Class of Stock [Line Items]                  
Amount remaining available for issuance under the new ATM | $       $ 750,000,000       $ 750,000,000  
v3.23.3
Stockholders' Equity - Computation of Basic and Diluted Earnings (Loss) Per Common Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Weighted average common shares outstanding        
Weighted average common shares outstanding (in shares) 380,857,560 330,788,997 380,828,004 211,740,767
Non-vested shares (in shares) (1,932,221) (1,983,742) (1,941,897) (1,933,957)
Weighted average common shares outstanding - basic (in shares) 378,925,339 328,805,255 378,886,107 209,806,810
Dilutive effect of forward equity shares (in shares) 0 0 0 0
Dilutive effect of OP Units (in shares) 0 3,167,668 0 1,067,493
Dilutive effect of employee stock purchase plan (in shares) 0 58,461 0 69,687
Weighted average common shares outstanding - diluted (in shares) 378,925,339 332,031,384 378,886,107 210,943,990
Net (loss) income $ (68,604) $ 28,616 $ (240,408) $ 76,973
Income allocated to participating securities (636) (610) (1,868) (1,817)
Loss (income) attributable to non-controlling interest 760 (312) 2,680 (312)
Adjustment to loss attributable to non-controlling interest for legally outstanding restricted units (29) 0 (122) 0
Net (loss) income applicable to common stockholders - basic $ (68,509) $ 27,694 $ (239,718) $ 74,844
Basic earnings per common share - net income (in dollars per share) $ (0.18) $ 0.08 $ (0.63) $ 0.36
Diluted earnings per common share- net income (in dollars per share) $ (0.18) $ 0.08 $ (0.63) $ 0.35
v3.23.3
Stockholders' Equity - Summary of the Activity Under the Incentive Plan and RSU Activity (Details) - $ / shares
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Restricted Stock Units (RSUs)        
Summary of the activity under the incentive plans        
Share-based awards, beginning of period (in shares) 363,250   294,932  
Granted (in shares) 0   165,174  
Vested/Forfeited (in shares) 0   (17,606)  
Probability adjustment of 2022 & 2023 RSUs (in shares) (47,196)   (126,446)  
Share-based awards, ending of period (in shares) 316,054   316,054  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]        
Share-based awards, beginning of period, Weighted average grant date fair value (in dollar per share) $ 28.57   $ 33.04  
Granted, Weighted average grant date fair value (in dollar per share) 0   22.55  
Vested/Forfeited, Weighted average grant date fair value (in dollar per share) 0   33.04  
Probability adjustment, Weighted average grant date fair value (in dollar per share) 20.21   27.40  
Share-based awards, ending of period, Weighted average grant date fair value (in dollar per share) $ 27.77   $ 27.77  
Stock incentive plan        
Summary of the activity under the incentive plans        
Share-based awards, beginning of period (in shares) 1,932,221 1,941,709 1,795,128 1,562,028
Granted (in shares) 0 71,852 313,770 513,876
Vested/Forfeited (in shares) 0 (7,434) (152,314) (68,481)
Forfeited (in shares) 0 (4,130) (24,363) (5,426)
Share-based awards, ending of period (in shares) 1,932,221 2,001,997 1,932,221 2,001,997
v3.23.3
Stockholders' Equity - Schedule of Stock Options, Valuation Assumptions (Details) - $ / shares
1 Months Ended
Jan. 04, 2023
Jan. 31, 2023
Restricted Stock Units (RSUs)    
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]    
Volatility 34.00%  
Expected term 3 years  
Risk-free rate 4.42%  
Stock price (in dollar per share) $ 20.21  
Operating Partnership Performance Units    
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]    
Volatility   34.00%
Expected term   3 years
Risk-free rate   4.42%
Stock price (in dollar per share)   $ 20.21
v3.23.3
Stockholders' Equity - Summary of Activity under Employee Stock Purchase Plan (Details) - Employee stock purchase plan - shares
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Summary of the Employee Stock Purchase Plan activity        
Outstanding and exercisable, beginning of period (in shares) 179,369 405,534 340,976 348,514
Granted (in shares) 0 0 0 255,960
Exercised (in shares) (2,580) (4,576) (7,397) (17,094)
Forfeited (in shares) (4,680) (37,628) (28,471) (83,417)
Expired (in shares) 0 0 (132,999) (140,633)
Outstanding and exercisable, end of period (in shares) 172,109 363,330 172,109 363,330
v3.23.3
Stockholders' Equity - Amortization of Compensation for Nonvested Shares (Details)
$ in Millions
Sep. 30, 2023
USD ($)
Equity [Abstract]  
2023 $ 4.1
2024 13.3
2025 10.8
2026 8.0
2027 2.4
2028 and thereafter 0.5
Total $ 39.1
v3.23.3
Fair Value of Financial Instruments (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
CARRYING VALUE    
Derivative [Line Items]    
Notes and bonds payable $ 5,227.4 $ 5,351.8
Real estate notes receivable 155.0 99.6
FAIR VALUE    
Derivative [Line Items]    
Notes and bonds payable 4,941.2 5,149.6
Real estate notes receivable $ 151.7 $ 99.6

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