2015
Healthcare Realty Trust
Annual Report to Shareholders
2015
Annual Report to Shareholders
Letter to
Shareholders
In 2015, Healthcare Realty Trust Incorporated continued to
systems affiliated with Healthcare Realty’s properties are
execute its strategy of investing in medical office and outpa-
ranked within the top 100 health systems by revenue. To put
tient facilities. Healthcare Realty’s low business-risk model
this in context, the top 100 health systems operate approxi-
and its established relationships with investment-grade health
mately 1,700 hospitals, with each system generating annual
systems have yielded a distinct portfolio of hospital-centric
revenues greater than $1.9 billion.
outpatient facilities with stable tenants, superior rent cover-
ages and sustainable growth.
The stability and need-driven dynamics of the medical of-
fice market, with its absence of over-building cycles, differ-
Revenue and FFO growth showed positive gains from strong
entiate the Company and benefit our relative cost of capital.
internal operations and selective acquisitions. For the full
Recurrent tenants who are aligned with well-established
year of 2015, revenue grew 4.8%, normalized FFO grew
health systems, paired with the low-fungibility characteristics
10.9% and normalized FFO per share increased 7.4%.
of our on-campus properties, determine the Company’s resil-
We continue to pursue opportunities to refine the portfo-
ience and ability to create long-term value.
lio and enhance the Company’s internal growth. Healthcare
Healthcare spending nationwide accounted for 17.5% of
Realty’s operating metrics and active leasing reflected healthy
the nation’s gross domestic product (GDP) in 2014 and
momentum for the year. Same store NOI grew 5.2% for the
is projected to reach 19.6% of GDP by 2024. We believe
year 2015. Occupancy in the same store portfolio increased
Healthcare Realty’s investments will benefit not only from
to 90%, and tenant retention increased to approximately
this increased spending, but also from the need for more phy-
91% in the multi-tenant properties at year-end. Annual con-
sicians and outpatient facilities to treat the growing number
tractual rent growth among in-place multi-tenant leases
of insured patients, as well as elderly patients that require
averaged 3% in 2015, cash leasing spreads averaged 3.6%
more frequent care. The population cohort over the age of
for the year, and same store revenue per occupied square
65 is expected to surge from 14.9% of the population in
foot increased 2.8% over the prior year.
2015 to 20.6% by 2030; and those over 65 years of age visit
We believe our portfolio has a higher propensity for lease
renewals and strong performance, with approximately 89%
of our $3.3 billion in properties associated with credit-rated
health systems, and an average lease size of only 4,820 square
feet in the multi-tenant properties. As health insurance reform
policies weed out inefficiency and under-performing hospi-
tals, off-campus properties with mere hospital affiliation can
physician offices 6.9 times each year, compared to 2.3 times
for those under 45 years old. Moreover, contrary to common
perception and negative headlines, physician income levels
remain on the rise. Occupancy costs for Healthcare Realty’s
physician tenants are generally only five percent of a typical
practice’s revenue, thereby providing a healthy buffer against
potential reimbursement changes.
quickly become orphan assets. Approximately 80% of the
Despite the ongoing legal and political battles concerning the
Company’s medical office properties are located on hospi-
Affordable Care Act, health systems are moving beyond the
tal campuses, and 91% are in the top 100 markets ranked
initial phase of implementation, with a positive outlook on
by population. Moreover, according to Modern Healthcare’s
the expansion of their clinical missions. Health systems are
Healthcare Systems Financials Database, 84% of the health
evaluating their assets to strategically position themselves
2 | HEALTHCARE REALTY ANNUAL REPORT TO SHAREHOLDERS
2015 Letter to Shareholders
for the future of outcome-based, lower-cost care with shared
divested nine assets, totaling $158.0 million. These properties
risk and reward payment models. The level of savings these
no longer fit in our portfolio due to geography, relative value
models will generate through accountable care organizations
or growth prospects and allowed for re-investment at better
and other forms of bundled payment systems remains to be
returns. During the year, the Company also initiated several
seen. However, health systems are actively acquiring physi-
hospital-anchored, on-campus developments and re-develop-
cian practices and expanding their outpatient services as a
ments—primarily repeat business based on proven execution.
definitive, coordinated means to lower their cost of care
We continue to see opportunities for investment in 2016 in
and capitalize on financial rewards for quality and savings.
properties that meet our criteria and enhance the Company’s
According to the American Hospital Association, outpatient
low business-risk profile.
services accounted for 25% of hospitals’ overall gross reve-
nues in 1992. Today, hospitals on average generate 65% of
their revenue from outpatient care.
Healthcare Realty remained disciplined in its capital mar-
kets activity in 2015. The Company raised $65.8 million of
equity during the year through its at-the-market equity pro-
Healthcare employment reflects similar trends. The pace of
gram which, combined with disposition proceeds, allowed
job growth in healthcare services remained strong, adding
the Company to accretively match-fund its 2015 acquisi-
474,700 jobs in 2015, more than the prior two years com-
tions. During 2015, the Company benefited from its debt re-
bined. The largest gains were in outpatient settings, with
financing in April, lowering the Company’s annual interest
254,000 new jobs.
It is in the context of this changing healthcare environment
that we believe Healthcare Realty is positioned to accelerate
the internal growth of its core portfolio, which affords the
Company its distinct ability to remain selective in quality ac-
quisitions and opportunities for hospital-directed, outpatient
facility development. With reimbursement policy propelling
outpatient expansion, discussions with health systems for
expense and reducing the effective interest rate on its debt
to 3.92%. Those debt transactions, coupled with the per-
formance of the existing portfolio, improved the Company’s
credit metrics and led to a credit rating upgrade by two of
the Company’s rating agencies. Healthcare Realty’s credit
metrics should continue to improve in 2016 as we realize the
growth from our core portfolio, new investments and devel-
opment activity.
new on-campus, outpatient facilities are active.
In our third decade, Healthcare Realty’s long-held investment
Healthcare Realty’s investment activity in 2015 reflected
our pursuit of value-creation—not mere top-line growth—
by investing in facilities that are well-located, on leading hos-
pital campuses, with low-fungibility and embedded growth,
all of which reduce risk and enhance long-term returns.
The Company invested $187.2 million in eight medical of-
fice buildings in 2015. The properties are 95% leased, on
average, at initial rates of return above our cost of capital
and have strong contractual rent increases. The Company
strategy remains focused and relevant to the current trends
in the healthcare industry, keeping the Company’s cash flow
predictable and providing the foundation for growth in the
years to come. The Company’s portfolio of hospital-centric
outpatient medical facilities, affiliated with respected health-
care providers, will continue to deliver lasting value to
its shareholders.
Sincerely yours,
David R. Emery
Chairman of the Board and Chief Executive Officer
3 | HEALTHCARE REALTY ANNUAL REPORT TO SHAREHOLDERS
Broadway Webster Medical Plaza
Oakland, California
Civic Center Place
San Jose, California
Selected 2015 Acquisitions
Swedish Orthopedic Institute
Seattle, Washington
McMurray Medical Building
Seattle, Washington
Highline Medical Pavilion
Seattle, Washington
4 | HEALTHCARE REALTY ANNUAL REPORT TO SHAREHOLDERS
Management Team
BOA RD OF DIR ECTO R S
LEFT TO RIGHT, STANDING
Christann M. Vasquez
President, Dell Seton Medical Center at University of Texas
John Knox Singleton
Chief Executive Officer, Inova Health System
David R. Emery
Chairman of the Board and Chief Executive Officer,
Healthcare Realty Trust Incorporated
C. Raymond Fernandez, M.D.
Retired Chief Executive Officer, Piedmont Clinic
LEFT TO RIGHT, SEATED
Edwin B. Morris III
Managing Director, Morris & Morse Company, Inc.
Dan S. Wilford
Retired President and Chief Executive Officer,
Memorial Hermann Healthcare System.
Bruce D. Sullivan
Retired Audit Partner, Ernst & Young, LLP
Peter F. Lyle
Vice President of Health Systems, Pharma and Medical
Practice Services, Medical Management Associates, Inc.
Nancy H. Agee
President and Chief Executive Officer, Carilion Clinic
EXE CUT IVE O FF ICE RS
LEFT TO RIGHT
Scott W. Holmes
Executive Vice President and Chief Financial Officer
B. Douglas Whitman, II
Executive Vice President, Corporate Finance
David R. Emery
Chief Executive Officer
Todd J. Meredith
Executive Vice President, Investments
John M. Bryant, Jr.
Executive Vice President and General Counsel
MANAGEM ENT T EAM
Marc Albright Vice President, Taxes and Risk Management
Cory McLeod Associate Vice President, Management
Anne Barbour Vice President, Leasing
Amy Byrd Vice President, Management
Revell Michael Vice President, Marketing
Becca Oberlander Vice President, Human Resources
Amanda Callaway Senior Vice President, Chief Accounting Officer
Ivy Parry Associate Vice President, Management
Steve Cox Senior Vice President and Assistant General Counsel
Amy Poley Vice President, Leasing
Ryan Crowley Vice President, Acquisitions
Burney Dawkins Vice President, Dispositions
Sushil Puria Vice President, Acquisitions
Nancy Redden Associate Vice President, Management
Kris Douglas Senior Vice President, Acquisitions and Dispositions
Connie Seal Vice President, Tax
Joe Fogarty Vice President, Investments
Greg Smith Associate Vice President, Design and Construction
Glenn Herndon Vice President and Corporate Controller
Tim Staggs Vice President, Internal Audit and Compliance
Rob Hull Senior Vice President, Development
Jessica King Vice President, Asset Management
Steve Standifer Vice President, Design and Construction
Kim Sullivan Associate Vice President, Taxes and Risk Management
Rick Langreck Senior Vice President and Treasurer
Rita Todd Corporate Secretary
Matt Lederer Vice President, Development
Julie Wilson Senior Vice President, Leasing and Management
Andrew Loope Senior Vice President and Corporate Counsel
5 | HEALTHCARE REALTY ANNUAL REPORT TO SHAREHOLDERS
Property Locations
2015 Review
As of December 31, 2015, Healthcare Realty Trust had investments of approximately $3.3 billion in 198 real
estate properties. The Company’s 198 owned real estate properties are located in 30 states, totaling approximately
14.3 million square feet. In addition, the Company provided property management services to approximately
9.8 million square feet nationwide.
(CHI)
(CHI)
(Ascension)
$3.3B
14.3M
INVESTED IN 198 PROPERTIES
SQ FT OWNED IN 30 STATES
80%
ON/ADJACENT TO
HOSPITAL CAMPUSES
6 | HEALTHCARE REALTY ANNUAL REPORT TO SHAREHOLDERS
Portfolio
ASSET MI X
TOP MA RKETS
SQ FT
%
1 Dallas - Fort Worth
2,348,811
16.5%
198 IN
V
E
S
%
8 9
T
M
E
N
T
S
$3.3B Total Assets
MOB/OUTPATIENT
INPATIENT
OTHER
4%
7
%
2 Charlotte
3 Nashville
4
Seattle - Bellevue
5 Houston
6
Los Angeles
7 Richmond
8 Des Moines
9
San Antonio
10 Memphis
11 Roanoke
12 Austin
13
Indianapolis
14 Denver
15 Honolulu
16 Oklahoma City
17 Chicago
18 Miami
19 Colorado Springs
20
Phoenix
21 Detroit
22
23
24
San Francisco
South Bend
Springfield
25 Washington, DC
820,457
762,708
703,428
591,027
551,371
548,801
532,610
523,597
515,876
460,881
417,820
382,695
380,403
298,427
268,860
243,491
241,980
241,224
231,866
211,057
210,621
205,573
186,000
182,836
5.7%
5.3%
4.9%
4.1%
3.9%
3.8%
3.7%
3.7%
3.6%
3.2%
2.9%
2.7%
2.7%
2.1%
1.9%
1.7%
1.7%
1.7%
1.7%
1.5%
1.5%
1.4%
1.3%
1.3%
Other (31 markets)
2,209,341
15.5%
Total
14,271,761
100.0%
TOTAL ASSETS WI TH N EW I NV E STM E N TS
$276M
$93M
$215M
$332M
$179M
B
8
2
$
.
B
0
3
$
.
B
2
3
$
.
B
2
3
$
.
B
3
3
$
.
2011
2012
2013
2014
2015
NEW INVESTMENTS:
ACQUISITIONS
DEVELOPMENTS
7 | HEALTHCARE REALTY ANNUAL REPORT TO SHAREHOLDERS
COR PORATE AD DR ESS
Healthcare Realty Trust Incorporated
3310 West End Avenue, Suite 700
Nashville, Tennessee 37203
Phone: 615.269.8175 Fax: 615.269.8461
www.healthcarerealty.com
communications@healthcarerealty.com
INDEPE NDENT REG IST ERE D P U B L I C
ACCOUNTING F IRM
BDO USA, LLP
414 Union Street, Suite 1800
Nashville, Tennessee 37219
TRANSFE R AG EN T
Wells Fargo Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, Minnesota 55120-4100
1.800.468.9716
www.wellsfargo.com/shareownerservices
CUSIP NUMBER S
Common Shares: 421946104
Senior Notes Due 2021: 421946AG9
Senior Notes Due 2023: 421946AH7
Senior Notes Due 2025: 421946AJ3
COMPARATIVE P E RFO RM AN C E G RA P H
E
U
L
A
V
X
E
D
N
I
200
175
150
125
100
75
12.31.10
12.31.11
12.31.12
12.31.13
12.31.14
12.31.15
TOTAL RETURN PERFO R MANC E
Healthcare Realty Trust Incorporated
Russell 3000
NAREIT All Equity REIT Index
Corporate Information
DI VID END REI NVE STMEN T PLA N
A Dividend Reinvestment Plan is offered as a convenience
to shareholders of record who wish to increase their
holdings in the Company. Additional shares may be
purchased, without service or sales charge, through
automatic reinvestment of quarterly cash dividends.
For information write Wells Fargo Shareowner Services,
P.O. Box 64856, St. Paul, Minnesota 55164-0856, or call
1.800.468.9716. Information may also be obtained at the
transfer agent’s website, www.shareowneronline.com.
DI RE CT DEP OSI T OF DIVI DE NDS
Direct deposit of dividends is offered as a convenience
to shareholders of record. For information, write
Wells Fargo Shareowner Services, P.O. Box 64856,
St. Paul, Minnesota 55164-0856, or call 1.800.468.9716.
Information may also be obtained at the transfer agent’s
website, www.shareowneronline.com.
FOR M 10- K
The Company has filed an Annual Report on Form 10-K
for the year ended December 31, 2015, with the Securities
and Exchange Commission. Shareholders may obtain a
copy of this report, without charge, by writing: Investor
Relations, Healthcare Realty Trust Incorporated, 3310
West End Avenue, Suite 700, Nashville, Tennessee 37203.
Or, via e-mail: communications@healthcarerealty.com.
CERTI FI CAT ION S
The Company’s chief executive officer and chief financial
officer have filed the certifications required by Section 302
of the Sarbanes-Oxley Act of 2002 with the Securities
and Exchange Commission as exhibits to the Company’s
Annual Report on Form 10-K. In addition, the Company’s
chief executive officer certified to the New York Stock
Exchange in 2015 that he was not aware of any violation
by the Company of the New York Stock Exchange’s
corporate governance listing standards.
A NN UA L SHA REH OLDER S MEET IN G
The annual meeting of shareholders will be held
on May 10, 2016, at 10:00 a.m. Central Time at
3310 West End Avenue, Suite 700, Nashville, Tennessee.
INDEX
PERIOD ENDING
12/31/10
12/31/11
12/31/12
12/31/13
12/31/14
12/31/15
Healthcare Realty Trust Incorporated
Russell 3000
NAREIT All Equity REIT Index
100.00
100.00
100.00
93.50
101.03
108.28
127.35
117.61
129.62
118.53
157.07
133.32
159.65
176.79
170.68
173.42
177.64
175.51
8 | HEALTHCARE REALTY ANNUAL REPORT TO SHAREHOLDERS
2015 Form 10-K
HEALTHCARE REALTY TRUST INCORPORATED
FORM 10-K
December 31, 2015
Table of Contents
PART I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
PART II
Item 5
Item 6
Item 7
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
Item 8
Item 9
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Item 9A
Controls and Procedures
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
Item 15
SIGNATURES
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and
Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Page
1
6
13
13
13
13
14
16
17
41
42
87
87
89
91
91
91
91
92
96
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2015
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
to
OR
Form 10-K
Commission File Number: 001-11852
HEALTHCARE REALTY TRUST INCORPORATED
(Exact name of Registrant as specified in its charter)
Maryland
(State or other jurisdiction of
Incorporation or organization)
62-1507028
(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)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
Common stock, $0.01 par value per share
New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 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. Yes No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted 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 and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b -2 of the
Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting company
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes No
The aggregate market value of the shares of common stock (based upon the closing price of these shares on the New York Stock
Exchange, Inc. on June 30, 2015) of the Registrant held by non-affiliates on June 30, 2015 was approximately $2,285,115,596.
As of January 29, 2016, there were 102,209,816 shares of the Registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement relating to the Annual Meeting of Stockholders to be held on May 10, 2016 are
incorporated by reference into Part III of this Report.
PART I
Item 1. Business
Overview
Healthcare Realty Trust Incorporated (“Healthcare Realty” or the “Company”) is a self-managed and self-administered real
estate investment trust (“REIT”) that owns, acquires, manages, finances and develops income-producing real estate properties
associated primarily with the delivery of outpatient healthcare services throughout the United States. The Company was
incorporated in Maryland in 1992 and listed on the New York Stock Exchange in 1993.
The Company operates so as to qualify as a REIT for federal income tax purposes. As a REIT, the Company is not subject to
corporate federal income tax with respect to taxable income distributed to its stockholders. See “Risk Factors” in Item 1A for a
discussion of risks associated with qualifying as a REIT.
Real Estate Properties
The Company had investments of approximately $3.4 billion in 198 real estate properties, construction in progress, land held
for development and corporate property at December 31, 2015. The Company provided property management services for 139
healthcare-related properties nationwide, totaling approximately 9.8 million square feet as of December 31, 2015. The
Company’s real estate property investments by geographic area are detailed in Note 2 to the Consolidated Financial Statements.
(Dollars and square feet in thousands)
Owned properties:
Multi-tenant leases
Medical office/outpatient
Other
Single-tenant net leases
Medical office/outpatient
Inpatient
Other
Construction in progress (1)
Land held for development
Corporate property
Total real estate investments
______
(1)
Construction in progress includes $5.8 million of land.
Number of
Investments
Gross Investment
Square Feet
Amount
%
Footage
%
162
2
164
$ 2,619,284
50,452
2,669,736
77.4% 11,708
279
78.9% 11,987
1.5%
14
13
7
34
—
—
—
—
198
243,898
400,540
24,768
669,206
19,024
17,452
5,490
41,966
$ 3,380,908
7.2%
11.9%
0.7%
19.8%
1,045
1,013
226
2,284
0.6%
0.5%
0.2%
1.3%
—
—
—
—
100.0% 14,271
82.1%
2.0%
84.1%
7.3%
7.1%
1.5%
15.9%
—
—
—
—
100.0%
1 The following table details occupancy of the Company’s owned properties by facility type as of December 31, 2015 and 2014:
Medical office/outpatient
Inpatient
Other
Total
______
Investment
as of Dec. 31, 2015 (1)
(in thousands)
Square Feet (1)
(in thousands)
Percentage of
Square Feet (1)
$
$
2,863,182
400,540
75,220
3,338,942
12,753
1,013
505
14,271
89.4%
7.1%
3.5%
100.0%
Occupancy as of December 31, (1)
2015
86.7%
2014
85.2%
100.0%
100.0%
85.9%
87.6%
85.8%
86.4%
(1) The investment, square feet and percentage of square feet columns include all owned real estate properties excluding land held for
development, construction in progress, and corporate property. The occupancy columns represent the percentage of total rentable
square feet leased (including month-to-month and holdover leases), excluding properties classified as held for sale (one property as
of December 31, 2015 and two properties as of December 31, 2014). Properties under property operating or single-tenant net lease
agreements are included at 100% occupancy. Upon expiration of these agreements, occupancy reflects underlying tenant leases in
the building.
Revenue Concentrations
The Company’s real estate portfolio is leased to a diverse tenant base. For the year ended December 31, 2015, the Company had
one tenant that accounted for 10% or more of the Company’s consolidated revenues, including revenues from discontinued
operations and that was Baylor Scott & White Health at 10%. The Company had approximately 160 leases with this tenant and
its affiliated entities in 22 buildings throughout north and central Texas, including buildings at eight different hospital
campuses.
Expiring Leases
As of December 31, 2015, the weighted average remaining years to maturity pursuant to the Company’s single-tenant net leases
and multi-tenant occupancy leases were approximately 4.6 years, with expirations through 2033. The table below details the
Company’s lease maturities as of December 31, 2015, excluding one property classified as held for sale.
Number of Leases
Annualized
Minimum
Rents (1)
(in thousands)
Multi-Tenant
Properties
Single-Tenant
Net Lease
Properties
Average
Percentage
of Revenues
Expiration Year
2016 (2)
$
2017
2018
2019
2020
2021
2022
2023
2024
2025
Thereafter
50,859
42,566
35,329
41,929
29,098
14,478
18,700
18,995
11,046
9,261
38,252
549
340
314
281
204
86
87
92
53
37
13
2
5
—
9
1
2
2
1
1
2
9
Total
Square Feet
1,903,292
1,805,939
1,502,927
1,666,759
1,174,299
624,113
745,726
778,319
447,693
462,929
16.4%
13.7%
11.4%
13.5%
9.4%
4.7%
6.0%
6.1%
3.6%
3.0%
12.2%
1,082,284
______
(1) Represents the annualized minimum rents on leases in-place as of December 31, 2015, excluding the impact of potential
lease renewals, future increases in rent, property lease guaranty revenue under property operating agreements and straight-
line rent that may be recognized relating to the leases.
Includes 102 leases that expired prior to December 31, 2015 and are currently on month-to-month terms.
(2)
See "Trends and Matters Impacting Operating Results" in Item 7 for additional information regarding the Company's leases and
leasing efforts.
2 Liquidity
The Company believes that its liquidity and sources of capital are adequate to satisfy its cash requirements. The Company
expects to meet its liquidity needs through cash on hand, cash flows from operations, equity and debt issuances in the public or
private markets and borrowings under commercial credit facilities.
Business Strategy
The Company owns and operates healthcare properties that facilitate the delivery of care in primarily outpatient settings. The
Company seeks to generate stable, growing income and lower the long-term risk profile of its portfolio of properties by
focusing on facilities located on or near the campuses of large, acute care hospitals associated with leading health systems. The
Company seeks to reduce financial and operational risk by owning properties in diverse geographic locations with a broad
tenant mix that includes over 30 physician specialties, as well as surgery, imaging, cancer and diagnostic centers. To execute its
strategy, the Company integrates owning, managing, financing and developing such properties and provides a broad spectrum
of real estate services including leasing, property management, acquisition and development.
2015 Acquisitions and Dispositions
The Company acquired eight medical office buildings and two parcels of land during 2015 for a total purchase price of $190.1
million, including cash consideration of $156.4 million and the assumption of mortgage notes payable of $28.4 million
(excluding $0.4 million fair value adjustment premiums recorded upon acquisition). The weighted average capitalization rate
for the eight medical office buildings was 6.0%.
The Company disposed of nine properties during 2015 for a total sales price of $158.0 million, including cash consideration of
$153.1 million and $4.9 million of closing costs and adjustments. The weighted average capitalization rate for these properties
was 5.3%.
See the Company's discussion regarding the 2015 acquisitions and dispositions activity in Note 4 to the Consolidated Financial
Statements.
Competition
The Company competes for the acquisition and development of real estate properties with private investors, healthcare
providers, other REITs, real estate partnerships and financial institutions, among others. The business of acquiring and
developing new healthcare facilities is highly competitive and is subject to price, construction and operating costs, and other
competitive pressures. Some of the Company's competitors may have lower costs of capital.
The financial performance of all of the Company’s properties is subject to competition from similar properties. The extent to
which the Company’s properties are utilized depends upon several factors, including the number of physicians using or
referring patients to an associated healthcare facility, healthcare employment, competitive systems of healthcare delivery, and
the area’s population, size and composition. Private, federal and state health insurance programs and other laws and regulations
may also have an effect on the utilization of the properties. Virtually all of the Company’s properties operate in a competitive
environment, and patients and referral sources, including physicians, may change their preferences for a healthcare facility from
time to time.
Government Regulation
The facilities owned by the Company are utilized by medical tenants which are required to comply with extensive regulation at
the federal, state, and local levels, including the Patient Protection and Affordable Care Act and the Health Care and Education
Reconciliation Act of 2010 (collectively, the "Health Reform Law") and laws intended to combat fraud and waste such as the
Anti-Kickback Statute, Stark Law, False Claims Act and Health Insurance Portability and Accountability Act of 1996. These
laws and regulations establish, among other things, requirements for state licensure and criteria for medical tenants to
participate in government-sponsored reimbursement programs, such as the Medicare and Medicaid programs. The Company's
leases generally require the tenant to comply with all applicable laws relating to the tenant's use and occupation of the leased
premises. Although lease payments to the Company are not directly affected by these laws and regulations, changes in these
programs or the loss by a tenant of its license or ability to participate in government-sponsored reimbursement programs would
have a material adverse effect on the tenant's ability to make lease payments and could impact facility revenues to the
Company.
The Medicare and Medicaid programs are highly regulated and subject to frequent evaluation and change. Government
healthcare spending has increased over time; however, changes from year to year in reimbursement methodology, rates and
other regulatory requirements have resulted in a challenging operating environment for healthcare providers. Aggregate
spending on government reimbursement programs for healthcare services is expected to continue to rise significantly over the
next 20 years with population growth and the anticipated expansion of public insurance programs for the uninsured and senior
3 populations. However, the profitability of providing care to the rising number of Medicare and Medicaid patients may decline,
which could adversely affect tenants' ability to make lease payments to the Company.
The Health Reform Law was intended to provide for comprehensive reform of the United States' healthcare system and extend
health insurance benefits to the uninsured population, with the potential to alleviate high uncompensated care expense to
healthcare providers. However, the law also increases regulatory scrutiny of providers by federal and state administrative
authorities, lowers annual increases in Medicare payment rates and gradually implements broad cost-saving measures and
shared risk-and-reward payment models, driven by value and savings, rather than payment for volume of services. This may
slow the growth of healthcare spending, while also requiring providers to expand access and quality of care, presenting the
industry and its individual participants with uncertainty and greater financial risk.
The Health Reform Law continues to be the subject of legal and legislative challenges. The implementation or repeal of the
Health Reform Law, in whole or in part, could affect the economic performance of some or all of the Company's tenants and
borrowers. The Company cannot predict the degree to which any changes may affect indirectly the economic performance of
the Company, positively or negatively.
The Bipartisan Budget Act of 2015, Section 603, lowered Medicare rates effective January 1, 2017, for services provided in off-
campus, provider-based outpatient departments, to the same level of rates for physician-office settings, for those facilities not
grandfathered-in under the current Medicare rates as of the law’s date of enactment, November 2, 2015. This legislation
reflects the movement by the Center for Medicare and Medicaid Services toward reimbursement “site-neutrality,” or equalizing
Medicare rates across different facility-type settings. While these changes are expected to lower overall Medicare spending,
Healthcare Realty’s medical office buildings that are located on hospital campuses could become more valuable as hospital
tenants will keep their higher Medicare rates for on-campus outpatient services. However, the Company cannot predict the
amount of benefit from these measures or if other federal budget negotiations will ultimately require cuts to reimbursement
rates for services provided in other facility-type settings. The Company cannot predict the degree to which these changes, or
changes to the federal healthcare programs in general, may affect the economic performance of some or all of the Company's
tenants, positively or negatively.
The Company expects healthcare providers to continue to adjust to new operating and reimbursement challenges, as they have
in the past, by increasing operating efficiency and modifying their strategies to profitably grow operations.
Legislative Developments
Each year, legislative proposals for health policy are introduced in Congress and state legislatures, and regulatory changes are
enacted by government agencies. These proposals, individually or in the aggregate, could significantly change the delivery of
healthcare services, either nationally or at the state level, if implemented. Examples of significant legislation currently under
consideration, recently enacted or in the process of implementation, include:
•
•
•
•
•
•
•
the Health Reform Law and proposed amendments and repeal measures and related actions at the federal and state
level;
quality control, cost containment, and payment system reforms for Medicaid, Medicare and other public funding, such
as expansion of pay-for-performance criteria and value-based purchasing programs, bundled provider payments,
accountable care organizations, increased patient cost-sharing, geographic payment variations, comparative
effectiveness research, and lower payments for hospital readmissions;
implementation of health insurance exchanges and regulations governing their operation, whether run by the state or
by the federal government, whereby individuals and small businesses purchase health insurance, including
government-funded plans, many assisted by federal subsidies that are under ongoing legal challenges;
equalization of Medicare payment rates across different facility-type settings; the Bipartisan Budget Act of 2015,
Section 603, lowered Medicare payment rates, effective January 1, 2017, for services provided in off-campus,
provider-based outpatient departments to the same level of rates for physician-office settings for those facilities not
grandfathered-in under the current Medicare rates as of the law’s date of enactment, November 2, 2015;
the continued adoption by providers of federal standards for the meaningful-use of electronic health records, and the
transition to ICD-10 coding;
anti-trust scrutiny of recently-announced mergers of large health insurance companies; and
tax law changes affecting non-profit providers.
4 The Company cannot predict whether any proposals will be fully implemented, adopted, repealed, or amended, or what effect,
whether positive or negative, such proposals would have on the Company's business.
Environmental Matters
Under various federal, state and local environmental laws, ordinances and regulations, an owner of real property (such as the
Company) may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, under, or disposed
of in connection with such property, as well as certain other potential costs (including government fines and injuries to persons
and adjacent property) relating to hazardous or toxic substances. Most, if not all, of these laws, ordinances and regulations
contain stringent enforcement provisions including, but not limited to, the authority to impose substantial administrative, civil,
and criminal fines and penalties upon violators. Such laws often impose liability, without regard to whether the owner knew of,
or was responsible for, the presence or disposal of such substances, and may be imposed on the owner in connection with the
activities of a tenant or operator of the property. The cost of any required remediation, removal, fines or personal or property
damages and the owner’s liability therefore could exceed the value of the property and/or the aggregate assets of the owner. In
addition, the presence of such substances, or the failure to properly dispose of or remediate such substances, may adversely
affect the owner’s ability to sell or lease such property or to borrow using such property as collateral. A property can also be
negatively impacted either through physical contamination, or by virtue of an adverse effect on value, from contamination that
has or may have emanated from other properties.
Operations of the properties owned, developed or managed by the Company are and will continue to be subject to numerous
federal, state, and local environmental laws, ordinances and regulations, including those relating to the following: the
generation, segregation, handling, packaging and disposal of medical wastes; air quality requirements related to operations of
generators, incineration devices, or sterilization equipment; facility siting and construction; disposal of non-medical wastes and
ash from incinerators; and underground storage tanks. Certain properties owned, developed or managed by the Company
contain, and others may contain or at one time may have contained, underground storage tanks that are or were used to store
waste oils, petroleum products or other hazardous substances. Such underground storage tanks can be the source of releases of
hazardous or toxic materials. Operations of nuclear medicine departments at some properties also involve the use and handling,
and subsequent disposal of, radioactive isotopes and similar materials, activities which are closely regulated by the Nuclear
Regulatory Commission and state regulatory agencies. In addition, several of the properties were built during the period that
asbestos was commonly used in building construction and other such facilities may be acquired by the Company in the future.
The presence of such materials could result in significant costs in the event that any asbestos-containing materials requiring
immediate removal and/or encapsulation are located in or on any facilities or in the event of any future renovation activities.
The Company has had environmental site assessments conducted on substantially all of the properties currently owned. These
site assessments are limited in scope and provide only an evaluation of potential environmental conditions associated with the
property, not compliance assessments of ongoing operations. While it is the Company’s policy to seek indemnification relating
to environmental liabilities or conditions, even where leases and sale and purchase agreements do contain such provisions, there
can be no assurances that the tenant or seller will be able to fulfill its indemnification obligations. In addition, the terms of the
Company’s leases or financial support agreements do not give the Company control over the operational activities of its tenants
or healthcare operators, nor will the Company monitor the tenants or healthcare operators with respect to environmental
matters.
Insurance
The Company carries comprehensive liability insurance and property insurance covering its owned and managed properties,
including those held under long-term ground leases. In addition, tenants under long-term single-tenant net leases are required to
carry property insurance covering the Company’s interest in the buildings.
Employees
At December 31, 2015, the Company employed 236 people. The employees are not members of any labor union, and the
Company considers its relations with its employees to be excellent.
Available Information
The Company makes available to the public free of charge through its Internet website the Company’s Proxy Statement, Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably
practicable after the Company electronically files such reports with, or furnishes such reports to, the Securities and Exchange
Commission ("SEC"). The Company’s Internet website address is www.healthcarerealty.com.
The public may read and copy any materials that the Company files with the SEC at the SEC’s Public Reference Room located
at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room
5 by calling the SEC at 1-800-SEC-0330. The SEC also maintains electronic versions of the Company’s reports on its website at
www.sec.gov.
Corporate Governance Principles
The Company has adopted Corporate Governance Principles relating to the conduct and operations of the Board of Directors.
The Corporate Governance Principles are posted on the Company’s website (www.healthcarerealty.com) and are available in
print to any stockholder who requests a copy.
Committee Charters
The Board of Directors has an Audit Committee, Compensation Committee, Corporate Governance Committee and Executive
Committee. The Board of Directors has adopted written charters for each committee, except for the Executive Committee,
which are posted on the Company’s website (www.healthcarerealty.com) and are available in print to any stockholder who
requests a copy.
Executive Officers
Information regarding the executive officers of the Company is set forth in Part III, Item 10 of this report and is incorporated
herein by reference.
Item 1A. Risk Factors
The following are some of the risks and uncertainties that could negatively affect the Company’s consolidated financial condition,
results of operations, business and prospects. These risk factors are grouped into three categories: risks relating to the Company’s
business and operations; risks relating to the Company’s capital structure and financings; and risks arising from the Company’s
status as a REIT and the regulatory environment in which it operates.
These risks, as well as the risks described in Item 1 under the headings “Competition,” “Government Regulation,” “Legislative
Developments,” and “Environmental Matters,” and in Item 7 under the heading “Disclosure Regarding Forward-Looking
Statements” should be carefully considered before making an investment decision regarding the Company. The risks and
uncertainties described below are not the only ones facing the Company, and there may be additional risks that the Company does
not presently know of or that the Company currently considers not likely to have a significant impact. If any of the events underlying
the following risks actually occurred, the Company’s business, consolidated financial condition, operating results and cash flows,
including distributions to the Company's stockholders, could suffer, and the trading price of its common stock could decline.
Risk relating to our business and operations
The Company's expected results may not be achieved.
The Company's expected results may not be achieved, and actual results may differ materially from expectations. This may be
the result of various factors, including, but not limited to: changes in the economy; the availability and cost of capital at
favorable rates; changes to facility-related healthcare regulations; changes in interest 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 and repay loans; the Company's ability to reposition or sell facilities with profitable results; the
Company's ability to re-lease space at similar rates as vacancies occur; the Company's ability to timely reinvest proceeds from
the sale of assets at similar yields; 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; and other legal and operational matters.
The Company’s single-tenant net leases may not be extended.
Single-tenant net leases that are expiring may not be extended. To the extent these properties have vacancies or subleases at
lower rates upon expiration, income may decline if the Company is not able to re-let the properties at rental rates that are as
high as the former rates. For more specific information concerning the Company’s expiring single-tenant net leases, see
“Single-Tenant Net Leases” in the “Trends and Matters Impacting Operating Results” section of this report.
The Company’s revenues depend on the ability of its tenants under its leases to generate sufficient income from their
operations to make rent, loan and lease guaranty payments to the Company.
The Company’s revenues are subject to the financial strength of its tenants and sponsoring health systems. The Company has no
operational control over the business of these tenants and sponsoring health systems who face a wide range of economic,
competitive, government reimbursement and regulatory pressures and constraints. Any slowdown in the economy, decline in
the availability of financing from the capital markets, and changes in healthcare regulations may adversely affect the businesses
of the Company’s tenants to varying degrees. Such conditions may further impact such tenants’ abilities to meet their
obligations to the Company and, in certain cases, could lead to restructurings, disruptions, or bankruptcies of such tenants. In
turn, these conditions could adversely affect the Company’s revenues and could increase allowances for losses and result in
6 impairment charges, which could decrease net income attributable to common stockholders and equity, and reduce cash flows
from operations.
The Company may decide or may be required under purchase options to sell certain properties. The Company may not be able
to reinvest the proceeds from sales at rates of return equal to the return received on the properties sold.
The Company had approximately $178.2 million, or 5.3% of the Company’s real estate property investments, that were subject
to purchase options held by lessees that were exercisable as of December 31, 2015 or could become exercisable in 2016. Other
properties have purchase options that will become exercisable in future periods. Properties with options exercisable in 2016
produced aggregate net operating income (operating revenues, such as property operating revenue, single-tenant net lease
revenue, and property lease guaranty revenue, less property operating expense) of approximately $17.9 million in 2015. The
exercise of these purchase options exposes the Company to reinvestment risk and a reduction in investment return. Certain
properties subject to purchase options are producing returns above the rates of return the Company expects to achieve with new
investments. If the Company is unable to reinvest the sale proceeds at rates of return equal to the return received on the
properties that are sold, it may experience a decline in lease revenues and profitability and a corresponding material adverse
effect on the Company’s business and financial condition, the Company’s ability to make distributions to its stockholders, and
the market price of its common stock. For more specific information concerning the Company’s purchase options, see
“Purchase Options” in the “Trends and Matters Impacting Operating Results” section of this report.
Owning real estate and indirect interests in real estate is subject to inherent risks.
The Company’s operating performance and the value of its real estate assets are subject to the risk that if its properties do not
generate revenues sufficient to meet its operating expenses, including debt service, the Company’s cash flow and ability to pay
dividends to stockholders will be adversely affected.
The Company may incur impairment charges on its real estate properties or other assets.
The Company performs an impairment review on its real estate properties every fiscal year. In addition, the Company assesses
the potential for impairment of identifiable intangible assets and long-lived assets, including real estate properties, whenever
events occur or a change in circumstances indicates that the recorded value might not be fully recoverable. The decision to sell
a property also requires the Company to assess the potential for impairment. At some future date, the Company may determine
that an impairment has occurred in the value of one or more of its real estate properties or other assets. In such an event, the
Company may be required to recognize an impairment which could have a material adverse effect on the Company’s
consolidated financial condition and results of operations.
If the Company is unable to promptly re-let its properties, if the rates upon such re-letting are significantly lower than the
previous rates or if the Company is required to undertake significant expenditures to attract new tenants, then the Company’s
business, consolidated financial condition and results of operations would be adversely affected.
A portion of the Company’s leases will expire over the course of any year. For more specific information concerning the
Company’s expiring leases, see the “Trends and Matters Impacting Operating Results” section. The Company may not be able
to re-let space on terms that are favorable to the Company or at all. Further, the Company may be required to make significant
capital expenditures to renovate or reconfigure space to attract new tenants. If it is unable to promptly re-let its properties, if the
rates upon such re-letting are significantly lower than the previous rates, or if the Company is required to undertake significant
capital expenditures in connection with re-letting units, the Company’s business, consolidated financial condition and results of
operations, the Company’s ability to make distributions to the Company’s stockholders and the trading price of the Company’s
common stock may be materially and adversely affected.
Certain of the Company’s properties are special purpose healthcare facilities and may not be easily adaptable to other uses.
Some of the Company’s properties are specialized medical facilities. If the Company or the Company’s tenants terminate the
leases for these properties or the Company’s tenants lose their regulatory authority to operate such properties, the Company
may not be able to locate suitable replacement tenants to lease the properties for their specialized uses. Alternatively, the
Company may be required to spend substantial amounts to adapt the properties to other uses. Any loss of revenues and/or
additional capital expenditures occurring as a result may have a material adverse effect on the Company’s business, financial
condition and results of operations, the Company’s ability to make distributions to its stockholders, and the market price of the
Company’s common stock.
The Company has, and may have more in the future, exposure to fixed rent escalators, which could lag behind inflation.
The Company receives a significant portion of its revenues by leasing assets in which the rental rate is generally fixed with
annual escalations. Eighty percent of leases have increases that are based upon fixed percentages, fifteen percent are based on
increases in the Consumer Price Index and five percent have no increase. If the fixed percentage increases begin to lag behind
inflation, the Company's growth and profitability would be negatively impacted.
7 The Company’s real estate investments are illiquid and the Company may not be able to sell properties strategically targeted
for disposition.
Because real estate investments are relatively illiquid, the Company’s ability to adjust its portfolio promptly in response to
economic or other conditions is limited. Certain significant expenditures generally do not change in response to economic or
other conditions, including debt service (if any), real estate taxes, and operating and maintenance costs. This combination of
variable revenue and relatively fixed expenditures may result in reduced earnings and could have an adverse effect on the
Company’s financial condition. In addition, the Company may not be able to sell properties targeted for disposition, including
properties held for sale, due to adverse market conditions. This may negatively affect, among other things, the Company’s
ability to sell properties on favorable terms, execute its operating strategy, repay debt, pay dividends or maintain its REIT
status.
The Company is subject to risks associated with the development and redevelopment of properties.
The Company expects development and redevelopment of properties will continue to be a key component of its growth plans.
The Company is subject to certain risks associated with the development of properties including the following:
•
•
•
•
•
•
•
The construction of properties generally requires various government and other approvals that may not be received
when expected, or at all, which could delay or preclude commencement of construction;
Development opportunities that the Company pursued but later abandoned could result in the expensing of pursuit
costs, which could impact the Company’s consolidated results of operations;
Construction costs could exceed original estimates, which could impact the building’s profitability to the Company;
Operating expenses could be higher than forecasted;
Time required to initiate and complete the construction of a property and to lease up a completed development
property may be greater than originally anticipated, thereby adversely affecting the Company’s cash flow and liquidity;
Occupancy rates and rents of a completed development property may not be sufficient to make the property profitable
to the Company; and
Favorable capital sources to fund the Company’s development activities may not be available when needed.
The Company may make material acquisitions and undertake developments that may involve the expenditure of significant
funds and may not perform in accordance with management’s expectations.
The Company regularly pursues potential transactions to acquire or develop additional real estate assets. Future acquisitions
could require the Company to issue equity securities, incur debt or other contingent liabilities or amortize expenses related to
other intangible assets, any of which could adversely impact the Company’s consolidated financial condition or results of
operations. In addition, equity or debt financing required for such acquisitions may not be available at favorable times or rates.
The Company’s acquired, developed and existing real estate properties may not perform in accordance with management’s
expectations because of many factors including the following:
•
•
•
•
The Company’s purchase price for acquired facilities may be based upon a series of market or building-specific
judgments which may be incorrect;
The costs of any maintenance or improvements for properties might exceed estimated costs;
The Company may incur unexpected costs in the acquisition, construction or maintenance of real estate assets that
could impact its expected returns on such assets; and
Leasing of real estate properties may not occur within expected time frames or at expected rental rates.
Further, the Company can give no assurance that acquisition and development opportunities that meet management’s
investment criteria will be available when needed or anticipated.
The Company is exposed to risks associated with entering new geographic markets.
The Company’s acquisition and development activities may involve entering geographic markets where the Company has not
previously had a presence. The construction and/or acquisition of properties in new geographic areas involves risks, including
the risk that the property will not perform as anticipated and the risk that any actual costs for site development and
improvements identified in the pre-construction or pre-acquisition due diligence process will exceed estimates. There is, and it
8 is expected that there will continue to be, significant competition for investment opportunities that meet management’s
investment criteria, as well as risks associated with obtaining financing for acquisition activities, if necessary.
Many of the Company’s properties are held under ground leases. These ground leases contain provisions that may limit the
Company’s ability to lease, sell, or finance these properties.
As of December 31, 2015, the Company had 94 properties, representing an aggregate net investment of approximately $1.2
billion, that were held under ground leases. The Company’s ground lease agreements with hospitals and health systems
typically contain restrictions that limit building occupancy to physicians on the medical staff of an affiliated hospital and
prohibit tenants from providing services that compete with the services provided by the affiliated hospital. Ground leases may
also contain consent requirements or other restrictions on sale or assignment of the Company’s leasehold interest, including
rights of first offer and first refusal in favor of the lessor. These ground lease provisions may limit the Company’s ability to
lease, sell, or obtain mortgage financing secured by such properties which, in turn, could adversely affect the income from
operations or the proceeds received from a sale. As a ground lessee, the Company is also exposed to the risk of reversion of the
property upon expiration of the ground lease term, or an earlier breach by the Company of the ground lease, which may have a
material adverse effect on the Company’s business, consolidated financial condition and results of operations, the Company’s
ability to make distributions to the Company’s stockholders and the trading price of the Company’s common stock.
The Company may experience uninsured or underinsured losses related to casualty or liability.
The Company carries comprehensive liability insurance and property insurance covering its owned and managed properties. In
addition, tenants under long-term single-tenant net leases are required to carry property insurance covering the Company’s
interest in the buildings. Some types of losses, such as cyber breaches, however, either may be uninsurable or too expensive to
insure against. Should an uninsured loss or a loss in excess of insured limits occur, the Company could lose all or a portion of
the capital it has invested in a property, as well as the anticipated future revenue from the property. In such an event, the
Company might remain obligated for any mortgage debt or other financial obligation related to the property. The Company
cannot give assurance that material losses in excess of insurance proceeds will not occur in the future.
The Company is subject to cyber security risks.
A cyber-attack that bypasses the Company's information technology (“IT”) security systems causing an IT security breach, may
lead to a material disruption of the Company's IT business systems and/or the loss of business information resulting in an
adverse business impact. Risks may include:
•
•
•
future results could be adversely affected due to the theft, destruction, loss, misappropriation or release of confidential
data or intellectual property;
operational or business delays resulting from the disruption of IT systems and subsequent clean-up and mitigation
activities; and/or
negative publicity resulting in reputation or brand damage with the Company's tenants, sponsoring health systems or
other operators.
Risks relating to our capital structure and financings
The Company has incurred significant debt obligations and may incur additional debt and increase leverage in the future.
As of December 31, 2015, the Company had approximately $1.4 billion of outstanding indebtedness and the Company’s
leverage ratio [debt divided by (debt plus stockholders’ equity less intangible assets plus accumulated depreciation)] was
41.8%. Covenants under the unsecured credit facility due 2017 (“Unsecured Credit Facility”), the Term Loan Agreement, dated
as of February 27, 2014, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and the other
lenders that are party thereto (the “Unsecured Term Loan due 2019”) and the indentures governing the Company’s senior notes
permit the Company to incur substantial, additional debt, and the Company may borrow additional funds, which may include
secured borrowings. A high level of indebtedness would require the Company to dedicate a substantial portion of its cash flows
from operations to service the debt, thereby reducing the funds available to implement the Company’s business strategy and to
make distributions to stockholders. A high level of indebtedness could also:
•
•
•
limit the Company’s ability to adjust rapidly to changing market conditions in the event of a downturn in general
economic conditions or in the real estate and/or healthcare industries;
impair the Company’s ability to obtain additional debt financing or require potentially dilutive equity to fund
obligations and carry out its business strategy; and
result in a downgrade of the rating of the Company’s debt securities by one or more rating agencies, which would
increase the costs of borrowing under the Unsecured Credit Facility and the cost of issuance of new debt securities,
among other things.
9 In addition, from time to time, the Company mortgages properties to secure payment of indebtedness. If the Company is unable
to meet its mortgage payments, then the encumbered properties could be foreclosed upon or transferred to the mortgagee with a
consequent loss of income and asset value. A foreclosure on one or more of the Company's properties could have a material
adverse effect on the Company’s consolidated financial condition and results of operations.
Covenants in the Company’s debt instruments limit its operational flexibility, and a breach of these covenants could materially
affect the Company’s consolidated financial condition and results of operations.
The terms of the Unsecured Credit Facility, the Unsecured Term Loan due 2019, the indentures governing the Company’s
outstanding senior notes and other debt instruments that the Company may enter into in the future are subject to customary
financial and operational covenants. These provisions include, among other things: a limitation on the incurrence of additional
indebtedness; limitations on mergers, investments, acquisitions, redemptions of capital stock, transactions with affiliates; and
maintenance of specified financial ratios. The Company’s continued ability to incur debt and operate its business is subject to
compliance with these covenants, which limit operational flexibility. Breaches of these covenants could result in defaults under
applicable debt instruments, even if payment obligations are satisfied. Financial and other covenants that limit the Company’s
operational flexibility, as well as defaults resulting from a breach of any of these covenants in its debt instruments, could have a
material adverse effect on the Company’s consolidated financial condition and results of operations.
A change to the Company’s current dividend payment may have an adverse effect on the market price of the Company’s
common stock.
The ability of the Company to pay dividends is dependent upon its ability to maintain funds from operations and cash flow, to
make accretive new investments and to access capital. There can be no assurance that the Company will continue to pay
dividends at current amounts, or at all. A failure to maintain dividend payments at current levels could result in a reduction of
the market price of the Company’s common stock.
If lenders under the Unsecured Credit Facility fail to meet their funding commitments, the Company’s operations and
consolidated financial position would be negatively impacted.
Access to external capital on favorable terms is critical to the Company’s success in growing and maintaining its portfolio. If
financial institutions within the Unsecured Credit Facility were unwilling or unable to meet their respective funding
commitments to the Company, any such failure would have a negative impact on the Company’s operations, consolidated
financial condition and ability to meet its obligations, including the payment of dividends to stockholders.
The unavailability of equity and debt capital, volatility in the credit markets, increases in interest rates, or changes in the
Company’s debt ratings could have an adverse effect on the Company’s ability to meet its debt payments, make dividend
payments to stockholders or engage in acquisition and development activity.
A REIT is required by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), to make dividend
distributions, thereby retaining less of its capital for growth. As a result, a REIT typically grows through steady investments of
new capital in real estate assets. However, there may be times when the Company will have limited access to capital from the
equity and/or debt markets. Changes in the Company’s debt ratings could have a material adverse effect on its interest costs and
financing sources. The Company’s debt rating can be materially influenced by a number of factors including, but not limited to,
acquisitions, investment decisions, and capital management activities. In recent years, the capital and credit markets have
experienced volatility and at times have limited the availability of funds. The Company’s ability to access the capital and credit
markets may be limited by these or other factors, which could have an impact on its ability to refinance maturing debt, fund
dividend payments and operations, acquire healthcare properties and complete construction projects. If the Company is unable
to refinance or extend principal payments due at maturity of its various debt instruments, its cash flow may not be sufficient to
repay maturing debt and, consequently, make dividend payments to stockholders. If the Company defaults in paying any of its
debts or honoring its debt covenants, it could experience cross-defaults among debt instruments, the debts could be accelerated
and the Company could be forced to liquidate assets for less than the values it would otherwise receive.
The Company is exposed to increases in interest rates, which could adversely impact its ability to refinance existing debt, sell
assets or engage in acquisition and development activity.
The Company receives a significant portion of its revenues by leasing its assets under long-term leases in which the rental rate
is generally fixed, subject to annual rent escalators. A significant portion of the Company’s debt may be from time to time
subject to floating rates, based on LIBOR or other indices. The generally fixed nature of revenues and the variable rate of
certain debt obligations create interest rate risk for the Company. Increases in interest rates could make the financing of any
acquisition or investment activity more costly. Rising interest rates could limit the Company’s ability to refinance existing debt
when it matures or cause the Company to pay higher rates upon refinancing. An increase in interest rates also could have the
effect of reducing the amounts that third parties might be willing to pay for real estate assets, which could limit the Company’s
ability to sell assets at times when it might be advantageous to do so.
10 The Company may enter into swap agreements from time to time that may not effectively reduce its exposure to changes in
interest rates.
The Company has entered into swap agreements in the past and may enter into such agreements from time to time to manage
some of its exposure to interest rate volatility. These swap agreements involve risks, such as the risk that counterparties may fail
to honor their obligations under these arrangements. In addition, these arrangements may not be effective in reducing the
Company’s exposure to changes in interest rates. When the Company uses forward-starting interest rate swaps, there is a risk
that it will not complete the long-term borrowing against which the swap is intended to hedge. If such events occur, the
Company’s results of operations may be adversely affected.
Risks relating to government regulations
If a healthcare tenant loses its licensure or certification, becomes unable to provide healthcare services, cannot meet its
financial obligations to the Company or otherwise vacates a facility, the Company would have to obtain another tenant for the
affected facility.
If the Company loses a tenant or sponsor health system and is unable to attract another healthcare provider on a timely basis
and on acceptable terms, the Company’s cash flows and results of operations could suffer. Transfers of operations of healthcare
facilities are often subject to regulatory approvals not required for transfers of other types of commercial operations and real
estate.
Adverse trends in the healthcare service industry may negatively affect the Company’s lease revenues and the values of its
investments.
The healthcare service industry may be affected by the following:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
trends in the method of delivery of healthcare services;
competition among healthcare providers;
consolidation of large health insurers;
lower reimbursement rates from government and commercial payors, high uncompensated care expense, investment
losses and limited admissions growth pressuring operating profit margins for healthcare providers;
availability of capital;
credit downgrades;
liability insurance expense;
regulatory and government reimbursement uncertainty resulting from the Health Reform Law;
congressional efforts to repeal the Health Reform Law in whole or in part;
health reform initiatives to address healthcare costs through expanded value-based purchasing programs, bundled
provider payments, health insurance exchanges, increased patient cost-sharing, geographic payment variations,
comparative effectiveness research, lower payments for hospital readmissions, and shared risk-and-reward payment
models such as accountable care organizations;
federal court decisions on several cases challenging the legality of certain aspects of the Health Reform Law;
federal and state government plans to reduce budget deficits and address debt ceiling limits by lowering healthcare
provider Medicare and Medicaid payment rates, while requiring increased patient access to care;
equalizing Medicare payment rates across different facility-type settings;
heightened health information technology security standards and the meaningful use of electronic health records by
healthcare providers; and
potential tax law changes affecting non-profit providers.
11 These changes, among others, can adversely affect the economic performance of some or all of the tenants and sponsoring
health systems who provide financial support to the Company’s investments and, in turn, negatively affect the lease revenues
and the value of the Company’s property investments.
If the Company fails to remain qualified as a REIT, the Company will be subject to significant adverse consequences, including
adversely affecting the value of its common stock.
The Company intends to operate in a manner that will allow it to continue to qualify as a REIT for federal income tax purposes.
Although the Company believes that it qualifies as a REIT, it cannot provide any assurance that it will continue to qualify as a
REIT for federal income tax purposes. The Company’s continued qualification as a REIT will depend on the satisfaction of
certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. The
Company’s ability to satisfy the asset tests depends upon the characterization and fair market values of its assets. The
Company’s compliance with the REIT income and quarterly asset requirements also depends upon the Company’s ability to
successfully manage the composition of the Company’s income and assets on an ongoing basis. Accordingly, there can be no
assurance that the Internal Revenue Service (“IRS”) will not contend that the Company has operated in a manner that violates
any of the REIT requirements.
If the Company were to fail to qualify as a REIT in any taxable year, the Company would be subject to federal income tax,
including any applicable alternative minimum tax, on its taxable income at regular corporate rates and possibly increased state
and local taxes (and the Company might need to borrow money or sell assets in order to pay any such tax). Further, dividends
paid to the Company’s stockholders would not be deductible by the Company in computing its taxable income. Any resulting
corporate tax liability could be substantial and would reduce the amount of cash available for distribution to the Company’s
stockholders, which in turn could have an adverse impact on the value of, and trading prices for, the Company’s common stock.
In addition, in such event the Company would no longer be required to pay dividends to maintain REIT status, which could
adversely affect the value of the Company’s common stock. Unless the Company were entitled to relief under certain provisions
of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the Company also would continue to be
disqualified from taxation as a REIT for the four taxable years following the year in which the Company failed to qualify as a
REIT.
Even if the Company remains qualified for taxation as a REIT, the Company is subject to certain federal, state and local taxes
on its income and assets, including taxes on any undistributed taxable income, and state or local income, franchise, property and
transfer taxes. These tax liabilities would reduce the Company’s cash flow and could adversely affect the value of the
Company’s common stock. For more specific information on state income taxes paid, see Note 17 to the Consolidated Financial
Statements.
The Company’s Articles of Incorporation contain limits and restrictions on transferability of the Company’s common stock which
may have adverse effects on the value of the Company’s common stock.
In order to qualify as a REIT, no more than 50% of the value of the Company’s outstanding shares may be owned, directly or
indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half
of a taxable year. To assist in complying with this REIT requirement, the Company’s Articles of Incorporation contain
provisions restricting share transfers where the transferee (other than specified individuals involved in the formation of the
Company, members of their families and certain affiliates, and certain other exceptions) would, after such transfer, own (a)
more than 9.9% either in number or value of the outstanding common stock of the Company or (b) more than 9.9% either in
number or value of any outstanding preferred stock of the Company. If, despite this prohibition, stock is acquired increasing a
transferee’s ownership to over 9.9% in value of either the outstanding common stock or any preferred stock of the Company,
the stock in excess of this 9.9% in value is deemed to be held in trust for transfer at a price that does not exceed what the
purported transferee paid for the stock, and, while held in trust, the stock is not entitled to receive dividends or to vote. In
addition, under these circumstances, the Company has the right to redeem such stock. These restrictions on transfer of the
Company’s shares could have adverse effects on the value of the Company’s common stock.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
The federal tax rate applicable to income from “qualified dividends” payable to certain domestic stockholders that are
individuals, trusts and estates is currently the preferential tax rate applicable to long-term capital gains. Dividends payable by
REITs, however, are generally not qualified dividends and do not qualify for the preferential tax rate. The more favorable rates
applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive
investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends,
which could adversely affect the value of the stock of REITs, including the Company’s common stock.
Complying with the REIT requirements may cause the Company to forego otherwise attractive opportunities.
To qualify as a REIT for federal income tax purposes, the Company must continually satisfy tests concerning, among other
things, the sources of its income, the nature of its assets, the amounts it distributes to its stockholders and the ownership of its
12 stock. The Company may be unable to pursue investments that would be otherwise advantageous to the Company in order to
satisfy the source-of-income, or distribution requirements for qualifying as a REIT. Thus, compliance with the REIT
requirements may hinder the Company’s ability to make certain attractive investments.
Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code.
Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code for
which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize the
Company’s REIT qualification. The Company’s continued qualification as a REIT will depend on the Company’s satisfaction of
certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. In
addition, the Company’s ability to satisfy the requirements to qualify as a REIT depends in part on the actions of third parties
over which the Company has no control or only limited influence, including in cases where the Company owns an equity
interest in an entity that is classified as a partnership for U.S. federal income tax purposes.
New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it more
difficult or impossible for the Company to qualify as a REIT.
The present federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or
administrative action at any time, which could affect the federal income tax treatment of an investment in the Company. The
federal income tax rules that affect REITs are constantly under review by persons involved in the legislative process, the IRS
and the U.S. Treasury Department, which results in statutory changes as well as frequent revisions to regulations and
interpretations. Revisions in federal tax laws and interpretations thereof could cause the Company to change its investments and
commitments and affect the tax considerations of an investment in the Company. There can be no assurance that new
legislation, regulations, administrative interpretations or court decisions will not change the tax laws significantly with respect
to the Company’s qualification as a REIT or with respect to the federal income tax consequences of qualification.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
In addition to the properties described in Item 1, “Business,” in Note 2 to the Consolidated Financial Statements, and in
Schedule III of Item 15 of this Annual Report on Form 10-K, the Company leases office space from an unrelated third party for
its headquarters, which are located at 3310 West End Avenue in Nashville, Tennessee. The Company’s corporate office lease
currently covers approximately 36,653 square feet of rented space and expires on October 31, 2020. Annual base rent on the
corporate office lease increases approximately 3.25% annually. The Company’s base rent for 2015 was approximately $0.9
million.
Item 3. Legal Proceedings
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.
Item 4. Mine Safety Disclosures
Not applicable.
13 PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Shares of the Company’s common stock are traded on the New York Stock Exchange under the symbol “HR.” At December 31,
2015, there were approximately 1,088 stockholders of record. The following table sets forth the high and low sales prices per
share of common stock and the dividends declared and paid per share of common stock related to the periods indicated.
2015
First Quarter
Second Quarter
Third Quarter
Fourth Quarter (Dividend payable on February 29, 2016)
2014
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
Dividends Declared
and Paid per Share
$ 31.20
$ 26.03
$
28.39
25.24
28.51
23.10
22.01
24.64
$ 24.66
$ 20.85
$
26.03
25.96
28.00
23.88
23.41
23.50
0.30
0.30
0.30
0.30
0.30
0.30
0.30
0.30
Future dividends will be declared and paid at the discretion of the Board of Directors. The Company’s ability to pay dividends
is dependent upon its ability to generate funds from operations and cash flows, and to make accretive new investments.
Equity Compensation Plan Information
The following table provides information as of December 31, 2015 about the Company’s common stock that may be issued as
restricted stock and upon the exercise of options, warrants and rights under all of the Company’s existing compensation plans,
including the 2015 Stock Incentive Plan and the 2000 Employee Stock Purchase Plan.
Plan Category
Equity compensation plans approved by
security holders
Equity compensation plans not approved by
security holders
Total
Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights (1)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights (1)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in the First
Column)
340,958
—
340,958
—
—
—
3,457,457
—
3,457,457
______
(1) The Company’s outstanding rights relate only to its 2000 Employee Stock Purchase Plan. The Company is unable to
ascertain with specificity the number of securities to be issued upon exercise of outstanding options under the 2000
Employee Stock Purchase Plan or the weighted average exercise price of outstanding rights under that plan. The 2000
Employee Stock Purchase Plan provides that shares of common stock may be purchased at a per share price equal to 85%
of the fair market value of the common stock at the beginning of the offering period or a purchase date applicable to such
offering period, whichever is lower.
14 Issuer Purchases of Equity Securities
During the year ended December 31, 2015, the Company withheld shares of Company common stock to satisfy minimum
employee tax withholding obligations payable upon the vesting of non-vested shares, as follows:
Period
January 1 - January 31
February 1 - February 28
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
October 1 - October 31
November 1 - November 30
December 1 - December 31
Total
Total Number of Shares
Purchased
Average Price Paid
per Share
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs
Maximum Number of
Shares that May Yet Be
Purchased Under the Plans
or Programs
6,197 $
1,085
—
—
27.32
29.65
—
—
2,837
24.56
—
—
—
—
—
2,995
36,111
49,225
—
—
—
—
—
26.83
28.13
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
15 Item 6. Selected Financial Data
The following table sets forth financial information for the Company, which is derived from the Consolidated Financial
Statements of the Company:
(Amounts in thousands except per share data)
Statement of Income Data:
Total revenues
Total expenses
Other income (expense)
Income (loss) from continuing operations
Discontinued operations
Net income (loss) attributable to common
stockholders
Diluted earnings per common share:
Income (loss) from continuing operations
Discontinued operations
Net income attributable to common
stockholders
Weighted average common shares outstanding -
Diluted
Balance Sheet Data (as of the end of the period):
Real estate properties, gross
Real estate properties, net
Mortgage notes receivable
Assets held for sale and discontinued
operations, net
Total assets
Notes and bonds payable
Total stockholders' equity
Other Data:
$
$
$
$
$
Year Ended December 31,
2015
2014 (1)
2013 (1)
2012 (1)
2011 (1)
388,471
283,541
(46,094)
58,836
10,600
$
$
370,855
267,100
(69,776)
33,979
(1,779)
$
$
$
330,949
243,331
(100,710)
(13,092) $
20,075
$
297,682
224,592
(73,982)
(892) $
6,427
272,077
207,303
(77,125)
(12,351)
12,167
69,436
$
31,887
$
6,946
$
5,465
$
(214)
$
0.59
0.11
$
0.35
(0.02)
(0.14) $
0.22
(0.01) $
0.08
(0.17)
0.17
0.70
$
0.33
$
0.08
$
0.07
$
(0.00)
99,880
96,759
90,941
78,845
72,720
$ 3,380,908
$ 2,618,982
$
— $
$ 3,258,279
$ 2,557,608
1,900
$ 3,067,187
$ 2,435,078
125,547
$
$ 2,821,323
$ 2,240,706
162,191
$
$ 2,778,903
$ 2,266,777
97,381
$
$
724
$ 2,816,726
$ 1,431,494
$ 1,242,747
$
9,146
$ 2,757,510
$ 1,403,692
$ 1,221,054
$
6,852
$ 2,729,662
$ 1,348,459
$ 1,245,286
$
3,337
$ 2,539,972
$ 1,293,044
$ 1,120,944
$
28,650
$ 2,521,022
$ 1,393,537
$ 1,004,806
Funds from operations - Diluted (2)
$
Funds from operations per common share - Diluted (2) $
$
Cash flows from operations
$
Dividends paid
Dividends declared and paid per common share
$
124,571
1.25
160,375
120,266
1.20
$
$
$
$
$
146,493
1.51
125,370
116,371
1.20
$
$
$
$
$
92,166
1.00
120,797
111,571
1.20
$
$
$
$
$
105,955
1.32
116,397
96,356
1.20
$
$
$
$
$
85,653
1.16
107,852
89,270
1.20
______
(1) The Company did not have any dispositions that met the criteria for presentation as discontinued operation in 2015.
However, the years ended December 31, 2013, 2012, and 2011 were restated to conform to the discontinued operations
presentation for 2014. See Note 6 to the Consolidated Financial Statements for more information on the Company’s
discontinued operations as of December 31, 2015.
(2) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of funds
from operations (“FFO”), including why the Company presents FFO and a reconciliation of net income attributable to
common stockholders to FFO. During 2015, the Company began including an add-back for leasing commission
amortization in order to provide a better basis for comparing its results of operations with those of others in the industry,
consistent with the National Association of Real Estate Investment Trusts definition of FFO. For the year ended
December 31, 2014, 2013, 2012, and 2011 funds from operations was previously reported as $143,493, $90,153,
$104,665, and $84,682, respectively. For the year ended December 31, 2014, 2013, 2012, and 2011 funds from operations
per diluted common share was previously reported as $1.48, $0.98, $1.31, and $1.15, respectively.
16 Item 7. Management's Discussions and Analysis of Financial Condition
and Results of Operations
Disclosure Regarding Forward-Looking Statements
This report and other materials Healthcare Realty has filed or may file with the Securities and Exchange Commission (“SEC”),
as well as information included in oral statements or other written statements made, or to be made, by senior management of
the Company, contain, or will contain, disclosures that are “forward-looking statements.” Forward-looking statements include
all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “may,”
“will,” “expect,” “believe,” “anticipate,” “target,” “intend,” “plan,” “estimate,” “project,” “continue,” “should,” “could”
and other comparable terms. These forward-looking statements are based on the current plans and expectations of management
and are subject to a number of risks and uncertainties that could significantly affect the Company’s current plans and
expectations and future financial condition and results.
Such risks and uncertainties as more fully discussed in Item 1A “Risk Factors” of this report and in other reports filed by the
Company with the SEC from time to time include, among other things, the following:
•
•
•
•
•
•
•
•
•
•
•
•
•
The Company's expected results may not be achieved;
The Company's long-term single-tenant net leases may not be extended;
The Company’s revenues depend on the ability of its tenants to generate sufficient income from their operations to
make rent, loan and lease guaranty payments to the Company;
The Company may decide or may be required under purchase options to sell certain properties. The Company may not
be able to reinvest the proceeds from sale at rates of return equal to the return received on the properties sold;
Owning real estate and indirect interests in real estate is subject to inherent risks;
The Company may incur impairment charges on its real estate properties or other assets;
If the Company is unable to promptly re-let its properties, if the rates upon such re-letting are significantly lower than
the previous rates or if the Company is required to undertake significant expenditures to attract new tenants, then the
Company’s business, financial condition and results of operations would be adversely affected;
Certain of the Company’s properties are special purpose healthcare facilities and may not be easily adaptable to other
uses;
The Company has, and may have more in the future, exposure to fixed rent escalators, which could lag behind
inflation;
The Company’s real estate investments are illiquid and the Company may not be able to sell properties strategically
targeted for disposition;
The Company is subject to risks associated with the development and redevelopment of properties;
The Company may make material acquisitions and undertake developments that may involve the expenditure of
significant funds and may not perform in accordance with management’s expectations;
The Company is exposed to risks associated with entering new geographic markets;
• Many of the Company’s properties are held under ground leases. These ground leases contain provisions that may limit
the Company’s ability to lease, sell, or finance these properties;
•
•
•
•
•
•
The Company may experience uninsured or underinsured losses related to casualty or liability;
The Company is subject to cyber security risks;
The Company has incurred significant debt obligations and may incur additional debt and increase leverage in the
future;
Covenants in the Company’s debt instruments limit its operational flexibility, and a breach of these covenants could
materially affect the Company’s financial condition and results of operations;
A change to the Company’s current dividend payment may have an adverse effect on the market price of the
Company’s common stock;
If lenders under the Unsecured Credit Facility fail to meet their funding commitments, the Company’s operations and
consolidated financial position would be negatively impacted;
17 •
•
•
•
•
•
•
•
•
•
•
The unavailability of equity and debt capital, volatility in the credit markets, increases in interest rates, or changes in
the Company’s debt ratings could have an adverse effect on the Company’s ability to meet its debt payments, make
dividend payments to stockholders or engage in acquisition and development activity;
The Company is exposed to increases in interest rates, which could adversely impact its ability to refinance existing
debt, sell assets or engage in acquisition and development activity;
The Company may enter into swap agreements from time to time that may not effectively reduce its exposure to
changes in interest rates;
If a healthcare tenant loses its licensure or certification, becomes unable to provide healthcare services, cannot meet its
financial obligations to the Company or otherwise vacates a facility, the Company would have to obtain another tenant
for the affected facility;
Adverse trends in the healthcare service industry may negatively affect the Company’s lease revenues and the value of
its investments;
If the Company fails to remain qualified as a REIT, the Company will be subject to significant adverse consequences,
including adversely affecting the value of its common stock;
The Company's Articles of Incorporation contain limits and restrictions on transferability of the Company's common
stock which may have adverse effects on the value of the Company's common stock;
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends;
Complying with the REIT requirements may cause the Company to forego otherwise attractive opportunities;
Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code; and
New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it
more difficult or impossible for the Company to qualify as a REIT.
The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Stockholders and investors are cautioned not to unduly rely on such forward-looking
statements when evaluating the information presented in the Company’s filings and reports, including, without limitation,
estimates and projections regarding the performance of development projects the Company is pursuing.
The purpose of this Management's Discussion and Analysis is to provide an understanding of the Company's consolidated
financial condition, results of operations and cash flows by focusing on the changes in key measures from year to year. This
section is provided as a supplement to, and should be read in conjunction with, the Company's Consolidated Financial
Statements and accompanying notes. This section is organized in the following sections:
•
•
•
•
•
•
•
•
Overview
Liquidity and Capital Resources
Trends and Matters Impacting Operating Results
Results of Operations
Non-GAAP Measures
Off-balance Sheet Arrangements
Contractual Obligations
Application of Critical Accounting Policies to Accounting Estimates
Overview
The Company owns and operates healthcare properties that facilitate the delivery of care in a primarily outpatient setting. To
execute its strategy, the Company integrates owning, managing, financing and developing such properties and provides a broad
spectrum of real estate services including leasing, property management, acquisition and development. The Company seeks to
generate stable, growing income and lower the long-term risk profile of its portfolio of properties by focusing on facilities
located on or near the campuses of large, acute care hospitals associated with leading health systems. The Company seeks to
reduce financial and operational risk by owning properties in diverse geographic locations with a broad tenant mix that includes
over 30 physician specialties, as well as surgery, imaging, cancer and diagnostic centers.
18 Liquidity and Capital Resources
The Company monitors its liquidity and capital resources and relies on several key indicators in its assessment of capital
markets for financing acquisitions and other operating activities as needed, including the following:
•
•
•
Leverage ratios and lending covenants;
Dividend payout percentage; and
Interest rates, underlying treasury rates, debt market spreads and equity markets.
The Company uses these indicators and others to compare its operations to its peers and to help identify areas in which the
Company may need to focus its attention.
Sources and Uses of Cash
The Company's revenues are derived from its real estate property portfolio based on contractual arrangements with its tenants
and sponsoring health systems. These sources of revenue represent the Company's primary source of liquidity to fund its
dividends and its operating expenses, including interest incurred on debt, general and administrative costs, and other expenses
incurred in connection with managing its existing portfolio and investing in additional properties. To the extent additional
investments are not funded by these sources, the Company will fund its investment activity generally through equity or debt
issuances either in the public or private markets or through proceeds from its Unsecured Credit Facility.
The Company expects to continue to meet its liquidity needs, including capital for additional investments, dividend payments
and debt service funds through cash on hand, cash flows from operations and the cash flow sources addressed above. The
Company also had unencumbered real estate assets with a gross book value of approximately $3.1 billion at December 31,
2015, of which a portion could serve as collateral for secured mortgage financing. The Company believes that its liquidity and
sources of capital are adequate to satisfy its cash requirements. The Company cannot, however, be certain that these sources of
funds will be available at a time and upon terms acceptable to the Company in sufficient amounts to meet its liquidity needs.
The Company has some exposure to variable interest rates and its common stock price has been impacted by the volatility in the
stock markets. However, the Company’s leases, which provide its main source of income and cash flow, have terms of
approximately one to 20 years and have lease rates that generally increase on an annual basis at fixed rates or based on
consumer price indices.
Operating Activities
Cash flows provided by operating activities for the three years ended December 31, 2015, 2014 and 2013 were $160.4 million,
$125.4 million and $120.8 million, respectively. Several items impact cash flows from operating activities including, but not
limited to, cash generated from property operations, interest payments and the timing related to the payment of invoices and
other expenses and receipts of tenant rent.
The Company may sell additional properties and redeploy cash from property sales and mortgage repayments into new
investments. To the extent revenues related to the properties being sold and the mortgages being repaid exceed income from
these new investments, the Company's consolidated results of operations and cash flows could be adversely affected.
See "Trends and Matters Impacting Operating Results" for additional information regarding the Company's operating activities.
19 Investing Activities
The following table details the Company's cash flows used in investing activities for the years ended December 31, 2015, 2014
and 2013:
(Dollars in thousands)
Acquisitions of real estate
Development of real estate
Additional long-lived assets
Funding of mortgages and notes receivable
Proceeds from acquisition of real estate upon mortgage note receivable default
Proceeds from sales of real estate
Proceeds from sale of cost method investment in real estate
Proceeds from mortgages and notes receivable repayments
Net cash used in investing activities
Year Ended December 31,
2015
2014
2013
$ (154,858) $ (71,899) $ (177,744)
(17,354)
—
—
(48,769)
(70,670)
(72,784)
—
—
(1,244)
(58,731)
204
—
153,281
32,398
96,132
—
1,918
—
5,623
2,717
2,464
$ (65,782) $ (105,588) $ (207,946)
A summary of the significant transactions impacting investing activities for the year ended December 31, 2015 is listed below.
In addition, see Notes 4 and 5 to the Consolidated Financial Statements for more detail on these activities.
•
•
•
•
•
The Company acquired eight medical office buildings and two parcels of land during 2015 for a total purchase price of
$190.1 million, including cash consideration of $156.4 million and the assumption of mortgage notes payable of $28.4
million.
The Company funded $26.5 million in 2015 at its development and redevelopment properties.
Tenant improvement fundings during 2015 at the Company's owned properties totaled $25.2 million, including $11.8
million of first generation tenant improvements.
Capital addition fundings during 2015 at the Company's owned properties totaled $16.0 million.
The Company disposed of nine properties in 2015 for a total sales price of $158.0 million, including cash
consideration of $153.1 million, and $4.9 million of closing costs and related adjustments.
Development Opportunities
The Company is in the planning stages with several health systems and developers regarding new development opportunities,
and management expects one or more developments to begin in 2016. Individual properties developed by the Company
typically range in size from 50,000 to 200,000 square feet, depending largely on the demand for hospital-based outpatient
services and third-party medical office use. Total costs to develop or redevelop a typical medical office building can vary
depending on the scope of the project, market rental terms, parking configuration, building amenities, asset type and geographic
location.
20 Financing Activities
The following table details the Company's cash flows provided by (used in) financing activities for the years ended
December 31, 2015, 2014 and 2013:
(Dollars in thousands)
Net borrowings (repayments) on unsecured credit facility
Borrowings on term loan
Borrowings on notes and bonds payable
Repayments on notes and bonds payable
Redemption of notes and bonds payable
Dividends paid
Net proceeds from issuance of common stock
Common stock redemptions
Settlement of Swaps
Capital contributions received from noncontrolling interests
Distributions to noncontrolling interest holders
Purchase of noncontrolling interests
Debt issuance and assumption costs
Year Ended December 31,
2015
2014
2013
$ 121,000
$ (153,000) $ 128,000
—
200,000
—
249,793
—
247,948
(72,724)
(12,357)
(19,984)
(333,222)
—
(371,839)
(120,266)
(116,371)
(111,571)
66,942
76,856
220,252
(1,367)
(1,684)
—
—
—
(2,482)
(10,074)
—
—
(541)
(8,189)
(1,258)
(454)
—
1,806
(32)
—
(5,082)
Net cash provided by (used in) financing activities
$ (94,010) $ (24,934) $
89,044
Below is a summary of the significant financing activity for the year ended December 31, 2015. See Notes 10 and 11 to the
Consolidated Financial Statements for more information on the capital markets and financing activities.
Changes in Debt Structure
•
•
•
On April 24, 2015, the Company issued $250.0 million of unsecured senior notes due 2025 (the "Senior Notes due
2025") in a registered public offering. The Senior Notes due 2025 bear interest at 3.875%, payable semi-annually on
May 1 and November 1, beginning November 1, 2015, and are due on May 1, 2025, unless redeemed earlier by the
Company. The notes were issued at a discount of approximately $0.2 million, which yielded a 3.885% interest rate per
annum upon issuance. The Company incurred approximately $2.3 million in debt issuance costs that are included in
Other assets, which will be amortized to maturity. Concurrently with this transaction, the Company settled four
forward starting interest rate swap agreements for $1.7 million. The Senior Notes due 2025 have various financial
covenants that are required to be met on a quarterly and annual basis.
On May 15, 2015, the Company redeemed its unsecured senior notes due 2017 (the "Senior Notes due 2017") at a
redemption price equal to an aggregate of $333.2 million, consisting of outstanding principal of $300.0 million,
accrued interest of $6.4 million, and a "make-whole" amount of approximately $26.8 million for the early
extinguishment of debt. The unaccreted discount and unamortized costs on these notes of $1.2 million was written off
upon redemption. The Company recognized a loss on early extinguishment of debt of approximately $28.0 million
related to this redemption.
In September 2015, the Company received a credit rating upgrade. This upgrade, coupled with another upgrade that
the Company received earlier in the year, resulted in a decrease in the spread over LIBOR on outstanding borrowings
on the unsecured credit facility due 2017 (decreasing from 1.40% to 1.15%) and the Unsecured Term Loan due 2019
(decreasing from 1.45% to 1.20%). In addition, the Company pays a facility fee per annum on the aggregate amount of
commitments on the Unsecured Credit Facility that decreased from 0.3% to 0.2%. The rate decreases were effective on
September 14, 2015.
21 •
The Company repaid mortgage notes payable totaling $67.5 million bearing a weighted average interest rate of 5.36%
during the twelve months ended December 31, 2015. Details of each repayment are as follows:
•
•
•
•
•
•
On January 30, 2015, the Company repaid in full a mortgage note payable bearing an interest rate of 5.45%
with outstanding principal of $15.0 million and accrued interest as of the redemption date of $0.1 million.
The mortgage note encumbered a 73,548 square foot medical office building located in Washington State.
On April 1, 2015, the Company repaid in full a mortgage note payable bearing an interest rate of 5.00% with
outstanding principal of $10.2 million. The mortgage note encumbered a 44,169 square foot medical office
building located in Washington State.
On May 4, 2015, the Company repaid in full a mortgage note payable bearing an interest rate of 5.41% with
outstanding principal of $16.3 million and accrued interest as of the redemption date of $0.1 million. The
mortgage note encumbered a 142,856 square foot medical office building located in Virginia.
On June 1, 2015, the Company repaid in full a mortgage note payable bearing an interest rate of 5.25% with
outstanding principal of $4.0 million. The mortgage note encumbered a 29,423 square foot medical office
building located in Texas.
On October 1, 2015, the Company repaid in full a mortgage note payable bearing interest at a rate of 5.40%
with outstanding principal of $10.6 million. The mortgage note encumbered a 88,408 square foot medical
office building located in Virginia.
On December 31, 2015, the Company repaid in full a mortgage note payable bearing interest at a rate of
5.49% with outstanding principal of $11.4 million. The mortgage note encumbered a 90,607 square foot
medical office building and garage located in California. The Company subsequently refinanced the property
on January 5, 2016 with a new mortgage note payable of $11.5 million bearing interest at a rate of 3.60%.
•
The Company assumed mortgage notes payable totaling $28.4 million bearing a weighted average contractual interest
rate of 4.97% during the twelve months ended December 31, 2015. Details of each assumption are as follows:
•
•
•
On June 26, 2015, upon acquisition of a 35,558 square foot medical office property in Seattle, Washington,
the Company assumed a $9.5 million mortgage note payable (excluding a fair value premium adjustment of
$0.2 million). The mortgage note payable has a contractual interest rate of 5.75% (effective rate of 5.07%).
On September 1, 2015, upon acquisition of a 52,813 square foot medical office property in Seattle,
Washington, the Company assumed a $9.4 million mortgage note payable (excluding a fair value premium
adjustment of $0.3 million). The mortgage note payable has a contractual interest rate of 5.00% (effective
rate of 4.17%).
On December 18, 2015, upon acquisition of a 64,143 square foot medical office property in Minneapolis,
Minnesota, the Company assumed a $9.5 million mortgage note payable (excluding a fair value discount
adjustment of $0.1 million). The mortgage note payable has a contractual interest rate of 4.15% (effective
rate of 4.32%).
•
The following mortgage note payable was repaid subsequent to December 31, 2015:
•
On February 11, 2016, the Company repaid in full a mortgage note payable bearing interest at a rate of 5.86%
with outstanding principal of $10.2 million. The mortgage note encumbered a 90,633 square foot medical
office building located in North Carolina.
As of December 31, 2015, 97.4% of the Company’s debt balances were due after 2016. Also, as of December 31, 2015, the
Company’s stockholders’ equity totaled approximately $1.2 billion and its leverage ratio [debt divided by (debt plus
stockholders’ equity less intangible assets plus accumulated depreciation)] was approximately 41.8%. The Company’s fixed
charge ratio, calculated in accordance with Item 503 of Regulation S-K, includes only income from continuing operations
which is reduced by depreciation and amortization and the operating results of properties currently classified as held for sale, as
well as other income from discontinued operations (see Note 6 to the Consolidated Financial Statements). In accordance with
this definition, the Company’s earnings from continuing operations as of December 31, 2015 were sufficient to cover its fixed
charges with a ratio of 1.87 to 1.00. Calculated in accordance with the fixed charge covenant ratio under its Unsecured Credit
Facility, the Company’s earnings covered its fixed charges at a ratio of 3.2 to 1.0.
The Company’s various debt agreements contain certain representations, warranties, and financial and other covenants
customary in such debt agreements. Among other things, these provisions require the Company to maintain certain financial
ratios and minimum tangible net worth and impose certain limits on the Company’s ability to incur indebtedness and create
22 liens or encumbrances. At December 31, 2015, the Company was in compliance with the financial covenant provisions under
all of its various debt instruments.
The Company plans to manage its capital structure to maintain compliance with its debt covenants consistent with its current
profile. Downgrades in ratings by the rating agencies could have a material adverse impact on the Company’s cost and
availability of capital, which could in turn have a material adverse impact on consolidated results of operations, liquidity and/or
financial condition.
Common Stock Issuances
The following table summarizes the sales of common stock under the Company's at-the-market equity program:
2015
2014
2013
Shares Sold
2,434,239
3,009,761
5,207,871
Sales Price Per Share
$25.00 - $29.15
$24.35 - $27.53
$24.19 - $30.49
$
$
$
Net Proceeds
(in millions)
65.8
75.7
140.6
The Company used the net proceeds from the at-the-market equity offering program for general corporate purposes, including
the acquisition and development of healthcare facilities, funding of mortgage loans and the repayment of debt.
Dividends Payable
The Company is required to pay dividends to its stockholders at least equal to 90% of its taxable income in order to maintain its
qualification as a REIT. Common stock cash dividends paid during or related to 2015 are shown in the table below:
Quarter
4th Quarter 2014
1st Quarter 2015
2nd Quarter 2015
3rd Quarter 2015
4th Quarter 2015
Quarterly
Dividend
0.30
0.30
0.30
0.30
0.30
$
$
$
$
$
Date of Declaration
Date of Record
Date Paid/*Payable
February 3, 2015
February 17, 2015
February 27, 2015
May 5, 2015
May 18, 2015
May 29, 2015
August 4, 2015
August 17, 2015
August 28, 2015
November 3, 2015
November 16, 2015 November 30, 2015
February 2, 2016
February 18, 2016
* February 29, 2016
The ability of the Company to pay dividends is dependent upon its ability to generate cash flows and to make accretive new
investments.
Trends and Matters Impacting Operating Results
Management monitors factors and trends important to the Company and the REIT industry in order to gauge their potential
impact on the operations of the Company. Discussed below are some of the factors and trends that management believes may
impact future operations of the Company.
Acquisitions and Dispositions
The Company acquired eight medical office buildings and two parcels of land during 2015 for a total purchase price of $190.1
million, including cash consideration of $156.4 million and the assumption of mortgage notes payable of $28.4 million.
The Company disposed of nine medical office buildings in 2015 for a total sales price of $158.0 million, including cash
consideration of $153.1 million, and $4.9 million of closing costs and related adjustments.
See the Company's discussion regarding the 2015 acquisitions and dispositions activity in Note 4 to the Consolidated Financial
Statements.
Development Activity
The Company had two buildings under construction and two buildings in redevelopment at December 31, 2015. The
Company’s ability to complete and stabilize these facilities in a given period of time will impact the Company’s results of
operations and cash flows. More favorable completion dates, stabilization periods and rental rates will result in improved results
of operations and cash flows, while lagging completion dates, stabilization periods and rental rates will result in less favorable
results of operations and cash flows. The Company’s disclosures regarding projections or estimates of completion dates and
leasing may not reflect actual results. See Note 16 to the Consolidated Financial Statements for more information on the
Company’s development activities.
23 Security Deposits and Letters of Credit
As of December 31, 2015, the Company held approximately $10.8 million in letters of credit and security deposits for the
benefit of the Company in the event the obligated tenant fails to perform under the terms of its respective lease. Generally, the
Company may, at its discretion and upon notification to the tenant, draw upon these instruments if there are any defaults under
the leases.
Multi-Tenant Leases
The Company expects that approximately 15% to 20% of the leases in its multi-tenant portfolio will expire each year. In-place
multi-tenant leases have a weighted average remaining term of 3.8 years. During 2015, 411 leases totaling 1.4 million square
feet in the Company's multi-tenant portfolio expired, of which 349 leases totaling 1.3 million square feet were renewed or the
tenants continue to occupy the space. Demand for well-located real estate with complementary practice types and services
remains consistent, and the Company's 2015 quarterly tenant retention statistics ranged from 79% to 89%. In 2016, 447 leases
totaling 1.4 million square feet in the Company's multi-tenant portfolio are scheduled to expire. Of those leases, 90% are in on-
campus buildings, which tend to have a high tenant retention rate.
Multi-tenant Rental Rates and Lease Management
The Company continues to emphasize revenue growth for its in-place leases. In 2015, the Company experienced contractual
rental rate growth which averaged 3.0% for in-place leases compared to 2.9% in 2014. The Company saw increases in its
quarterly weighted average rental rate growth for renewing leases, unadjusted for rent abatements. For the years ended
December 31, 2015 and 2014, quarterly weighted average rental rate growth ("cash releasing spread") for renewing leases
ranged from 2.3% to 4.3% and 1.1% to 4.4%, respectively.
In a further effort to maximize revenue growth and reduce its exposure to uncontrollable expenses such as taxes and utilities,
the Company carefully manages its balance of lease types. Gross leases, wherein the Company has full exposure to all
operating expenses, comprise 17% of its lease portfolio. Generally, the Company seeks higher rental increases for gross leases
to compensate for its exposure to all operating expenses. Modified gross or base year leases, in which the Company and tenant
both pay a share of operating expenses, comprise 32% of the Company's leased portfolio. Net leases, in which tenants pay all
allowable operating expenses, total 51% of the leased portfolio.
Capital Additions
As a part of the Company's leasing practice, the Company seeks to earn a return on capital additions when determining asking
lease rates for each property by considering the Company's gross investment, inclusive of any actual or expected capital
additions. The Company invested $18.0 million, or $1.26 per square foot, in capital additions in 2015 and $15.6 million, or
$1.10 per square foot, in capital additions in 2014. These amounts include 2015 and 2014 funding related to the redevelopment
of two properties in Tennessee in the amount of $2.0 million and $4.0 million respectively. Capital additions are long-term
investments made to maintain and improve the physical and aesthetic attributes of the Company's owned properties. Examples
of such improvements include, but are not limited to, material changes to, or the full replacement of,
major building systems (exterior facade, building structure, roofs, elevators, mechanical systems, electrical systems, energy
management systems, upgrades to existing systems for improved efficiency) and common area improvements (furniture,
signage and artwork, bathroom fixtures and finishes, exterior landscaping, parking lots or garages). These additions are
capitalized into the gross investment of a property and then depreciated over their estimated useful lives, typically ranging
from 7 to 20 years. Capital additions specifically do not include recurring maintenance expenses, whether direct or indirect,
related to the upkeep and maintenance of major building systems or common area improvements. Capital additions also do not
include improvements related to a specific tenant suite, unless the improvement is part of a major building system or common
area improvement.
Tenant Improvements
The Company may provide a tenant improvement allowance in new or renewal leases for the purpose of refurbishing or
renovating tenant space. Shorter-term leases (one to two years) generally do not include a tenant improvement allowance. In
instances where the Company negotiates a renewal lease but does not increase the rental rate in the first year of the renewal
term, it limits or eliminates a tenant's improvement allowance.
Tenant improvements totaled approximately $25.2 million, or $1.76 per square foot in 2015, of which $11.8 million pertained to
first generation space. Tenant improvements in 2014 totaled $40.9 million, or $2.88 per square foot, of which $22.4 million
pertained to first generation space. If tenants spend more than the allowance, the Company generally offers the tenant the
option to either amortize the overage over the lease term, with interest, or reimburse the overage to the Company in a lump
sum. In either case, such overages are amortized by the Company as rental income over the term of the lease. Interest earned on
tenant overages is included in other operating income in the Company's Consolidated Statements of Income and totaled
24 approximately $0.6 million in 2015, $0.7 million in 2014, and $0.5 million in 2013. The tenant overage amount amortized to
rent totaled approximately $4.5 million in 2015, $4.2 million in 2014, and $3.9 million in 2013.
Leasing Commissions
In certain markets, the Company may pay leasing commissions to real estate brokers who represent either the Company's
properties or prospective tenants, with commissions generally equating to 4% to 6% of the gross lease value for new leases and
2% to 4% of the gross lease value for renewal leases. In 2015, the Company paid leasing commissions of approximately $7.5
million, or $0.53 per square foot, of which $0.6 million pertained to the leases for first generation space. In 2014, the Company
paid leasing commissions of approximately $7.0 million, or $0.49 per square foot, of which $2.5 million pertained to the leases
for first generation space. The amount of leasing commissions amortized over the term of the applicable leases and included in
property operating expense in the Company's Consolidated Statements of Income totaled $3.4 million, $3.0 million and $2.0
million for the years ended December 31, 2015, 2014 and 2013, respectively.
Rent Abatements
Rent abatements, which generally take the form of deferred rent, are sometimes used to help induce a potential tenant to lease
space in the Company's properties. Such abatements, when made, are amortized by the Company on a straight-line basis against
rental income over the lease term. Rent abatements for 2015 totaled approximately $2.8 million, or $0.20 per square foot, of
which $1.1 million pertained to leases for first generation space. Rent abatements for 2014 totaled approximately $3.8 million,
or $0.27 per square foot, of which $2.4 million pertained to leases for first generation space. Rent abatements for 2013 totaled
approximately $4.1 million, or $0.29 per square foot, of which $1.7 million pertained to leases for first generation space.
Single-Tenant Net Leases
No single-tenant net leases expired in 2015. Two single-tenant net leases will expire in April 2016, and the Company expects
that one of these leases will renew and the tenant for the other lease will vacate, with a new tenant expected to occupy the
building upon lease expiration. The Company expects this activity to result in a decrease in rental income of approximately
$0.7 million in 2016. As of December 31, 2015, the Company has a total of 34 single-tenant net leases with a weighted average
remaining lease term of 7.8 years.
Property Operating Agreement Expirations
Five of the Company’s 198 owned real estate properties as of December 31, 2015 were covered under property operating
agreements between the Company and a sponsoring health system. These agreements contractually obligate the sponsoring
health system to provide to the Company a minimum return on the Company’s investment in the property in exchange for the
right to be involved in the operating decisions of the property, including tenancy. If the minimum return is not achieved through
normal operations of the property, the Company calculates and accrues to property lease guaranty revenue, each quarter, any
shortfalls due from the sponsoring health systems under the terms of the property operating agreement. Three of these
agreements will expire in 2016. One agreement will expire in April 2016 resulting in an expected decrease of $0.1 million per
quarter in property lease guaranty revenue. Two agreements will expire in September 2016 resulting in an expected decrease of
$0.4 million per quarter in property lease guaranty revenue.
Operating Leases
As of December 31, 2015, the Company was obligated under operating lease agreements consisting primarily of the Company’s
corporate office lease and ground leases related to 45 real estate investments, excluding those ground leases the Company has
prepaid. Rental expense relating to the operating leases for the years ended December 31, 2015, 2014 and 2013 was $5.1
million, $4.9 million and $4.4 million, respectively. At December 31, 2015, the Company had 94 properties totaling 7.6 million
square feet that were held under ground leases with a remaining weighted average term of 69.9 years, including renewal
options, at December 31, 2015. These ground leases typically have initial terms of 50 to 75 years with one to two renewal
options extending the terms to 75 to 100 years. These ground leases have initial term expiration dates through 2105.
25 Purchase Options
The Company had approximately $178.2 million in real estate properties as of December 31, 2015 that were subject to
exercisable purchase options or purchase options that become exercisable during 2016. The Company has approximately
$448.0 million in real estate properties that are subject to purchase options that will become exercisable after 2016. Additional
information about the amount and basis for determination of the purchase price is detailed in the table below (dollars in
thousands):
Year Exercisable
Current (3)
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026 and thereafter
Total
Gross Real Estate Investment as of December 31, 2015
Fair Market Value Method (1)
131,114
$
—
—
—
41,521
—
16,578
19,356
—
16,012
20,454
48,462
293,497
$
Non Fair Market Value Method (2)
47,050
$
—
48,773
—
—
—
14,984
—
—
—
221,929
—
332,736
$
$
$
Total
178,164
—
48,773
—
41,521
—
31,562
19,356
—
16,012
242,383
48,462
626,233
_____
(1) The purchase option price includes a fair market value component that is determined by an appraisal process.
(2) Includes properties with stated purchase prices or prices based on fixed capitalization rates. These properties have purchase prices that are on average 14%
greater than the Company's current gross investment.
(3) Includes $16.9 million related to six leases as of December 31, 2015. In February 2016, the leases were amended and the purchase options were removed
from the leases.
Discontinued Operations
As discussed in more detail in Note 1 to the Consolidated Financial Statements, in prior years, the Company was required to
report the results of operations of real estate assets disposed of or held for sale as discontinued operations. Therefore, the results
of operations from assets that were held for sale at December 31, 2014 and sold in 2015 are classified as discontinued
operations for the current period. All prior periods were previously restated to conform to the 2014 presentation. As of January
1, 2015, the Company has adopted ASU 2014-08, which is discussed in more detail in Note 1 to the Consolidated Financial
Statements. The Company does not expect future disposals of individual properties or classifications of individual properties as
held for sale to meet the updated definition of a discontinued operation and, therefore, the financial position and results of
operations will not be reclassified.
Equity Issuances
The Company maintains an at-the-market equity offering program to sell shares of the Company's common stock from time to
time in at-the-market sales transactions. The primary use of the proceeds from these equity issuances is the acquisition and
development of healthcare properties, the repayment of debt (primarily mortgage notes payable assumed through acquisitions),
and other general corporate purposes. On March 29, 2013, the Company entered into sales agreements with each of Cantor
Fitzgerald & Co. and three other sales agents to sell up to an aggregate of 9,000,000 shares of the Company's common stock
from time to time through the sales agents. On December 23, 2015, there were no remaining shares, and the agreement with
Cantor Fitzgerald & Co. was amended to allow for the offer and sale of up to 2,500,000 additional shares of the Company's
common stock. The Company sold 2,434,239 shares under these programs in 2015, generating net proceeds of $65.8 million.
As of December 31, 2015, there were 2,447,400 authorized shares remaining available to be sold under the sales agreement. In
January 2016, the Company sold 664,298 shares of common stock, generating $18.7 million in net proceeds.
Debt Management
The Company maintains a conservative and flexible capital structure that allows it to fund new investments and operate its
existing portfolio. In addition to its unsecured senior notes, Unsecured Credit Facility, and Unsecured Term Loan due 2019, the
Company has approximately $128.2 million of mortgage notes payable, most of which were assumed when the Company
acquired properties. In 2016, approximately $33.7 million of these mortgage notes payable will mature. The Company intends
to repay the mortgage notes upon maturity.
26 Impact of Inflation
The Company is subject to the risk of inflation as most of its revenues are derived from long-term leases. Most of the
Company's leases provide for fixed increases in base rents or increases based on the Consumer Price Index, and require the
tenant to pay all or some portion of increases in operating expenses. The Company believes that these provisions mitigate the
impact of inflation. However, there can be no assurance that the Company's ability to increase rents or recover operating
expenses will always keep pace with inflation.
Defined Benefit Pension Plan
During 2015, the Company terminated its pension plan under which three of the Company’s founding officers were eligible to
receive retirement benefits upon retirement (the “Executive Retirement Plan”). The Company recognized a total benefit
obligation of $19.6 million in connection with the termination and recorded a charge of approximately $5.3 million, inclusive of
the acceleration of $2.5 million recorded in accumulated other comprehensive loss on the Company's Consolidated Balance
Sheets that was being amortized. The one-time lump sum payment will be paid, in either cash or stock, in May 2016. See Note
13 to the Consolidated Financial Statements for additional information.
Casualty Loss
The Company owns a medical office building in Oklahoma that sustained damage from a tornado on May 6, 2015. As of
December 31, 2015 the Company estimated its expenditures related to returning the property to its previous operating condition
to be approximately $2.6 million. The Company estimates recoveries for restoration costs of approximately $2.5 million. In
addition, as of December 31, 2015, the Company received insurance proceeds replacing lost rental revenue, recorded in rental
income, of approximately $0.4 million for the period of May 6, 2015 to September 16, 2015 at which time all tenants were back
in occupancy and paying rent.
New Accounting Pronouncements
See Note 1 to the Company's Condensed Consolidated Financial Statements accompanying this report for information on new
accounting standards not yet adopted. The Company is still evaluating the impact of these new standards.
Other Items Impacting Operations
General and administrative expenses will fluctuate quarter-to-quarter and the Company typically has higher general and
administrative costs in the first quarter of every year as a result of employee benefit plan expenses, the expenses related to the
grant of employee stock purchase plan options and contributions to healthcare savings accounts. These items will likely
increase general and administrative expenses by approximately $0.4 million in the first quarter of 2016. General and
administrative expense is expected to be greater in 2016 compared to 2015 due in part to an expected increase of approximately
$2.4 million related to the amortization of performance-based, non-vested stock awards granted in December 2015 and
February 2016.
27 Results of Operations
Twelve Months Ended December 31, 2015 Compared to Twelve Months Ended December 31, 2014
The Company’s consolidated results of operations for 2015 compared to 2014 were significantly impacted by acquisitions,
dispositions, extinguishments of debt, gains on sale and impairment charges recorded on real estate properties.
Revenues
Rental income increased $21.8 million, or 6.0%, to approximately $383.3 million compared to $361.5 million in the prior year
period and is comprised of the following:
(Dollars in thousands)
Property operating
Single-tenant net lease
Straight-line rent
Total Rental income
$
$
2015
2014
306,550
$
285,304
$
67,238
9,545
65,252
10,969
383,333
$
361,525
$
Change
$
21,246
1,986
(1,424)
21,808
%
7.4 %
3.0 %
(13.0)%
6.0 %
Property operating income increased $21.2 million, or 7.4%, from the prior year primarily as a result of the following activity:
•
•
•
•
•
Acquisitions in 2014 and 2015 contributed $13.6 million.
Net leasing activity including contractual rent increases and renewals contributed $9.4 million.
Conversion from single-tenant net lease caused an increase of $0.9 million.
Conversion to single-tenant net lease caused a decrease of $1.3 million.
Dispositions in 2015 accounted for a decrease of $1.4 million.
Single-tenant net lease income increased $2.0 million, or 3.0%, from the prior year primarily as a result of the following
activity:
•
•
•
•
•
Acquisitions in 2014 and 2015 contributed $2.8 million.
New leasing activity including contractual rent increases contributed $1.8 million.
Conversion from property operating income caused an increase of $1.8 million.
Conversion to property operating income caused a decrease of $1.3 million.
Dispositions in 2015 accounted for a decrease of $3.1 million.
Straight-line rent income decreased $1.4 million, or 13.0%, from the prior year primarily as a result of the following activity:
•
•
•
Acquisitions in 2014 and 2015 contributed $0.7 million.
New leasing activity including contractual rent increases and the effects of current year rent abatements contributed
$0.3 million.
The effects of prior year rent abatements that expired caused a decrease of $2.4 million.
Mortgage interest income decreased approximately $3.6 million, or 97.5%, from the prior year primarily as a result of the
following activity:
•
•
Acquisition in 2014 of a property in Oklahoma affiliated with Mercy Health previously funded under a construction
mortgage note receivable resulted in a decrease of $2.4 million.
The Company's 2014 receipt of a deed in lieu of foreclosure related to a mortgage note receivable on a property in
Iowa resulted in a decrease of $1.0 million.
Expenses
Property operating expenses increased $6.1 million, or 4.6%, for the twelve months ended December 31, 2015 compared to the
prior year primarily as a result of the following activity:
•
•
Acquisitions in 2014 and 2015 accounted for an increase of $4.9 million.
Dispositions in 2015 accounted for a decrease of $0.7 million.
28 •
•
The Company experienced an overall increase in portfolio property taxes of $2.5 million, leasing commission and
legal fee expense of $0.7 million and janitorial expense of $0.2 million.
The Company experienced an overall decrease in maintenance and repair of approximately $0.7 million and utility
expense of $0.8 million.
General and administrative expenses increased approximately $4.1 million, or 18.1%, for the twelve months ended
December 31, 2015 compared to the prior year primarily as a result of the following activity:
•
•
•
•
Increase in performance-based compensation expense totaling $3.4 million, including $1.7 million of non-cash stock-
based award amortization.
Increase in pension expense of $0.4 million.
Increase in expenses related to potential acquisitions and developments of $0.5 million.
Decrease in expenses related to state income taxes of $0.2 million.
Depreciation expense increased $7.1 million, or 7.2%, for the twelve months ended December 31, 2015 compared to the prior
year. Properties acquired in 2014 and 2015 and developments completed and commencing operations contributed a combined
increase of $5.1 million. The remaining $2.0 million increase is related to various building and tenant improvement
expenditures.
Other Income (Expense)
Other income (expense), a net expense, increased $23.7 million, or 33.9%, for the twelve months ended December 31, 2015
compared to the prior year mainly due to the following activity:
Gain on sales of real estate properties
Gain on sales of real estate properties excluding those classified within discontinued operations, totaling approximately $56.6
million is associated with the sale of seven real estate properties during 2015.
Interest Expense
Interest expense decreased $6.9 million for the twelve months ended December 31, 2015 compared to the prior year. The
components of interest expense are as follows:
(Dollars in thousands)
Contractual interest
Net discount/premium accretion
Deferred financing costs amortization
Amortization of interest rate swap settlement
Interest cost capitalization
Total interest expense
2015
2014
Change
Percentage Change
$
62,215
$
68,327
$
(6,112)
376
3,067
115
(239)
954
3,132
—
—
(578)
(65)
115
(239)
$
65,534
$
72,413
$
(6,879)
(8.9)%
(60.6%)
(2.1%)
—%
— %
(9.5)%
Contractual interest decreased $6.1 million, or 8.9%, primarily as a result of the following activity:
The Unsecured Credit Facility and Unsecured Term Loan due 2019 accounted for a net increase of $0.9 million.
•
Senior Notes due 2025 were issued in the second quarter of 2015 and accounted for an increase of $6.6 million.
•
•
Senior Notes due 2017 were repaid in the second quarter of 2015 and accounted for a decrease of $12.2 million.
• Mortgage notes assumed upon acquisition of real properties accounted for an increase of $1.2 million, and mortgage
notes repayments accounted for a decrease of $2.4 million.
Scheduled monthly interest payments related to the Company's mortgage notes payable decreased $0.2 million.
•
Loss on Extinguishments of Debt
Loss on extinguishment of debt of approximately $28.0 million is associated with the redemption of the Senior Notes due 2017.
See Note 10 to the Consolidated Financial Statements for more information.
Pension Termination
Pension termination expense of approximately $5.3 million represents the effect of the Company's termination of the Executive
Retirement Plan in 2015. See Note 13 to the Consolidated Financial Statements for more information.
29 Impairment of real estate assets
Impairment of real estate assets excluding those classified within discontinued operations, totaling approximately $3.6 million
is associated with the sale of two real estate properties during 2015.
Impairment of internally-developed software
The Company recognized an impairment of internally-developed software of approximately $0.7 million in 2015, which was
abandoned for a third party program that was previously unavailable.
Interest and other income, net
Interest and other income decreased primarily due to a refund received in 2014 of the overpayment of prior year expenses of
approximately $1.9 million.
Discontinued Operations
Income from discontinued operations totaled $10.6 million and loss from discontinued operations totaled $1.8 million,
respectively, for the years ended December 31, 2015 and 2014, which includes the results of operations, impairments and gains
on sale related to assets classified as held for sale as of December 31, 2014. None of the Company's 2015 dispositions initiated
in 2015 met the definition of a discontinued operation as amended in Accounting Standards Update No. 2014-08, which the
Company adopted in 2015. The Company disposed of one real estate property in 2015 that was classified as held for sale at
December 31, 2014 and nine real estate properties in 2014 that were included in discontinued operations. One property remains
classified as held for sale as of December 31, 2015.
Twelve Months Ended December 31, 2014 Compared to Twelve Months Ended December 31, 2013
The Company’s consolidated results of operations for 2014 compared to 2013 were significantly impacted by acquisitions,
dispositions, development conversion properties, gains on sale and impairment charges recorded on real estate properties.
Revenues
Rental income increased $49.2 million, or 15.8%, to approximately $361.5 million compared to $312.3 million in the prior year
and is comprised of the following:
(Dollars in thousands)
Property operating
Single-tenant net lease
Straight-line rent
Total Rental income
$
$
2014
2013
285,304
$
251,403
$
65,252
10,969
51,467
9,452
361,525
$
312,322
$
Change
$
33,901
13,785
1,517
49,203
%
13.5%
26.8%
16.0%
15.8%
Property operating income increased $33.9 million, or 13.5%, from the prior year as a result of the following activity:
•
•
•
Acquisitions in 2013 and 2014 contributed $20.6 million.
Additional leasing activity at development conversion properties contributed $9.5 million.
Net leasing activity including contractual rent increases and renewals contributed $3.8 million.
Single-tenant net lease income increased $13.8 million, or 26.8%, from the prior year as a result of the following activity:
•
•
Acquisitions in 2013 and 2014 contributed $12.1 million.
New leasing activity including contractual rent increases contributed $1.7 million.
Straight-line rent income increased $1.5 million, or 16.0%, from the prior year as a result of the following activity:
•
•
•
Acquisitions in 2013 and 2014 contributed $2.7 million.
New leasing activity including contractual rent increases and the effects of current year rent abatements contributed
$1.0 million.
The effects of prior year rent abatements that expired caused a decrease of $2.2 million.
Mortgage interest income decreased $9.0 million, or 71.1%, from the prior year as a result of the following activity:
•
Acquisition in 2013 of a property in Missouri affiliated with Mercy Health previously funded under a construction
mortgage note receivable resulted in a decrease of $4.2 million.
30 •
•
Acquisition in 2014 of a property in Oklahoma affiliated with Mercy Health previously funded under a construction
mortgage note receivable resulted in a decrease of $2.6 million.
The Company's receipt of a deed in lieu of foreclosure related to a mortgage note receivable on a property in Iowa
resulted in a decrease of $2.1 million.
Expenses
Property operating expenses increased $11.5 million, or 9.4%, for the twelve months ended December 31, 2014 compared to
the prior year as a result of the following activity:
•
•
Acquisitions in 2013 and 2014 accounted for an increase of $8.5 million.
The Company experienced an overall increase in maintenance and repair of approximately $1.7 million, professional
fees of approximately $0.6 million and utilities of approximately $0.6 million.
General and administrative expenses decreased approximately $0.9 million, or 3.8%, for the twelve months ended
December 31, 2014 compared to the prior year primarily as a result of the following activity:
•
•
•
Decrease in compensation-related expenses totaling $0.7 million.
Decrease in expenses related to potential acquisitions and developments of $0.6 million.
Increase in expenses related to state income taxes of $0.1 million and corporate office rent expense of $0.1 million.
Depreciation expense increased $13.1 million, or 15.2%, for the twelve months ended December 31, 2014 compared to the
prior year. Properties acquired in 2013 and 2014 and developments completed and commencing operations contributed a
combined increase of $7.0 million. The remaining $6.1 million increase is related to various building and tenant improvement
expenditures.
Other Income (Expense)
Other income (expense), a net expense, increased $30.9 million, or 30.7%, for the twelve months ended December 31, 2014
compared to the prior year period mainly due to the following activity:
Interest Expense
Interest expense decreased $1.1 million for the twelve months ended December 31, 2014 compared to the prior year period.
The components of interest expense are as follows:
(Dollars in thousands)
Contractual interest
Net discount accretion
Deferred financing costs amortization
Interest cost capitalization
Total interest expense
2014
2013
Change
Percentage Change
$
68,327
$
69,334
$
(1,007)
954
3,132
—
1,132
3,228
(183)
(178)
(96)
183
$
72,413
$
73,511
$
(1,098)
(1.5)%
(15.7)%
(3.0)%
(100.0)%
(1.5)%
Contractual interest decreased $1.0 million, or 1.5%, primarily as a result of the following activity:
•
•
•
The Unsecured Credit Facility and Unsecured Term Loan due 2019 accounted for a net increase of $1.8 million.
$250.0 million of unsecured senior notes due 2023 (the "Senior Notes due 2023") were issued in the first quarter of
2013 and accounted for an increase of $2.2 million.
The Company's outstanding unsecured senior notes due 2014 were redeemed in the second quarter of 2013 and
accounted for a decrease of $4.0 million.
• Mortgage notes assumed upon acquisition of real properties accounted for an increase of $2.2 million, and mortgage
notes repayments accounted for a decrease of $2.9 million.
•
Scheduled monthly interest payments related to the Company's mortgage notes payable decreased $0.3 million.
31 Loss on Extinguishments of Debt
In connection with the early repayments of debt during 2013, the Company incurred $29.6 million of losses on extinguishment
of debt.
Gain on Sale of Cost Method Investment in Real Estate
In December 2013, the Company recognized a $1.5 million gain on the sale of a cost method investment in an unconsolidated
limited liability company.
Interest and other income, net
In June 2014, the Company received a reimbursement of certain operating expenses paid for the years 2006 through 2013 of
approximately $1.9 million.
Discontinued Operations
Loss from discontinued operations totaled $1.8 million and income from discontinued operations totaled $20.1 million,
respectively, for the year ended December 31, 2014 and 2013, which includes the results of operations, impairments and gains
on sale related to assets classified as held for sale as of December 31, 2014 or disposed of during 2014. The Company disposed
of nine real estate properties in 2014 and disposed of 12 properties and one land parcel in 2013 with two properties classified as
held for sale as of December 31, 2014.
Non-GAAP Measures
Management considers certain non-GAAP financial measures 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 historical or future 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 generally accepted accounting principles ("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 presented herein are not necessarily identical to those presented by other real estate
companies due to the fact that not all real estate companies use the same definitions. These measures should not be considered
as alternatives to net income [determined in accordance with GAAP], as indicators of the Company's financial performance, or
as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of the Company's
liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs. 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 Consolidated
Financial Statements and other financial data included elsewhere in this Annual Report on Form 10-K.
Funds from Operations
Funds from operations (“FFO”) and FFO per share are operating performance measures adopted by the National Association of
Real Estate Investment Trusts, Inc. (“NAREIT”). NAREIT defines FFO as 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, and after adjustments for unconsolidated partnerships and joint
ventures.”
Management believes FFO and FFO per share 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 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, FFO and FFO per
share can facilitate comparisons of operating performance between periods. The Company reports FFO and FFO per share
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 and because FFO per share is consistently reported, discussed, and compared by research
analysts in their notes and publications about REITs. For these reasons, management has deemed it appropriate to disclose and
discuss FFO and FFO per share. However, FFO does not represent cash generated from operating activities determined in
accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. FFO should not be considered as
an alternative to net income attributable to common stockholders as an indicator of the Company’s operating performance or as
an alternative to cash flow from operating activities as a measure of liquidity.
The comparability of FFO for the year ended December 31, 2015 compared to 2014 was most significantly affected by the
various property acquisitions during 2015 and 2014 and the results of operations of the portfolio from period to period. FFO for
32 the year ended 2015 was negatively affected by a $28.0 million loss incurred on the early repayment of debt and a $5.3 million
loss due to the termination of the Company's defined benefit pension plan. FFO for the year ended December 31, 2013 was
negatively affected by the $29.9 million in losses incurred on the early repayment of debt. Also during 2013, the Company sold
its interest in a cost method investment in an unconsolidated limited liability company and recognized a $1.5 million gain on
the disposition. This gain is included in FFO for the year ended December 31, 2013. Other items that impacted the
comparability of FFO are discussed in the "Results of Operations" section.
The table below reconciles net income attributable to common stockholders to FFO for the years ended December 31, 2015,
2014, and 2013.
(Amounts in thousands, except per share data)
Net income attributable to common stockholders
Gain on sales of real estate properties
Impairments
Real estate depreciation and amortization
Leasing commission amortization (1)
Total adjustments
Funds from operations attributable to common stockholders
Funds from operations per Common Share - Diluted
Weighted average common shares outstanding - Diluted
$
$
Year Ended December 31,
2015
2014
$
69,436
$
31,887
$
(67,172)
4,325
114,533
3,449
55,135
124,571
1.25
99,880
$
$
(9,283)
12,029
108,860
3,000
114,606
146,493
1.51
96,759
$
$
2013
6,946
(24,718)
9,889
98,036
2,013
85,220
92,166
1.00
92,387
______
(1) During 2015, the Company began including an add-back for leasing commission amortization in order to provide a better basis for comparing its results of
operations with those of others in the industry, consistent with the NAREIT definition of FFO. For the twelve months ended December 31, 2014 and
2013, FFO per diluted common share was previously reported as $1.48 and $0.98, respectively.
Same Store NOI
Net operating income ("NOI") and same store NOI are non-GAAP historical financial measures of performance. Management
considers same store NOI a supplemental measure because it allows investors, analysts and Company management to measure
unlevered property-level operating results. The Company defines NOI as operating revenues (property operating revenue,
single-tenant net lease revenue, and property lease guaranty revenue) less property operating expenses related specifically to the
property portfolio. NOI excludes straight-line rent, general and administrative expenses, interest expense, depreciation and
amortization, gains and losses from property sales, property management fees and other revenues and expenses not specifically
related to the property portfolio. Same store NOI is historical and not necessarily indicative of future results.
The following table reflects the Company's same store NOI for the twelve months ended December 31, 2015 and 2014.
Same Store NOI for the
Twelve Months Ended December 31,
(Dollars in thousands)
Multi-tenant Properties
Number of Properties (1)
Gross Investment at
December 31, 2015
2015
2014
133
$
2,212,984
$
154,130
$
146,269
Single-tenant Net Lease Properties
33
578,030
56,866
54,236
Total
166
$
2,791,014
$
210,996
$
200,505
______
(1) Mortgage notes receivable, construction in progress, corporate property and assets classified as held for sale are excluded.
Properties included in the same store analysis are stabilized properties that have been included in operations and were
consistently reported as leased and stabilized properties for the duration of the year-over-year comparison period presented.
Accordingly, properties that were recently acquired or disposed of, properties classified as held for sale, and properties in
stabilization or conversion from stabilization are excluded from the same store analysis. In addition, the Company excludes
properties that meet the following Company-defined criteria to be included in the reposition property group:
•
•
Properties having less than 60% occupancy;
Properties that experience a loss of occupancy over 30% in a single quarter;
33 •
•
Anticipated significant or material changes to a particular property or its market environment; or
Properties with negative net operating income.
Any recently acquired property will be included in the same store pool once the Company has owned the property for eight full
quarters. Development properties will be included in the same store pool eight full quarters after substantial completion.
Properties included in the reposition property group will be included in the same store analysis once occupancy has increased to
60% or greater and has remained at that level for eight full quarters.
The following tables reconcile same store NOI to the respective line items in the Consolidated Statements of Income and the
same store property count to the total owned real estate portfolio:
Twelve Months Ended December 31,
Reconciliation of Same Store NOI:
(Dollars in thousands)
Rental income
Property lease guaranty revenue (a)
Property operating expense
Exclude Straight-line rent revenue
NOI
NOI not included in same store
Same store NOI
___________
(a) Other operating income reconciliation:
Property lease guaranty revenue
Interest income
Other
2015
$
383,333
$
3,890
(140,195)
(9,545)
237,483
(26,487)
210,996
$
3,890
$
579
578
$
$
Total consolidated other operating income $
5,047
$
Reconciliation of Same Store Property Count:
Same store properties
Acquisitions
Reposition
Total owned real estate properties
2014
361,525
4,430
(134,057)
(10,969)
220,929
(20,424)
200,505
4,430
731
504
5,665
Property Count as of
December 31, 2015
166
16
16
198
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that are reasonably likely to have a current or future material effect on its
consolidated financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
34 Contractual Obligations
The Company monitors its contractual obligations to manage the availability of funds necessary to meet obligations when due.
The following table represents the Company’s long-term contractual obligations for which the Company was making payments
as of December 31, 2015, including interest payments due where applicable. The Company is also required to pay dividends to
its stockholders at least equal to 90% of its taxable income in order to maintain its qualification as a REIT under the Internal
Revenue Code. The Company's material contractual obligations are included in the table below. As of December 31, 2015, the
Company had no long-term capital lease obligations.
(Dollars in thousands)
Long-term debt obligations, including interest (1)
Operating lease commitments (2)
Construction in progress (3)
Tenant improvements (4)
Pension obligations (5)
Payments Due by Period
Total
Less than
1 Year
1 -3
Years
3 - 5
Years
More than 5
Years
$ 1,762,207
$
86,713
$ 313,839
$ 333,611
$ 1,028,044
316,083
62,892
28,771
19,571
5,160
53,248
28,771
19,571
10,528
9,644
—
—
10,709
289,686
—
—
—
—
Total contractual obligations
$ 2,189,524
$
193,463
$ 334,011
$ 344,320
$ 1,317,730
______
(1) The amounts shown include estimated interest on total debt other than the Unsecured Credit Facility, whose balance and
interest rate may fluctuate from day to day. Excluded from the table above are the discounts on the Company's outstanding
senior notes of approximately $3.6 million, and net premiums totaling approximately $0.9 million on 16 mortgage notes
payable, which are included in notes and bonds payable on the Company’s Consolidated Balance Sheet as of
December 31, 2015. The Company’s long-term debt principal obligations are presented in more detail in the table below.
(In millions)
Unsecured Credit Facility
Unsecured Term Loan Facility
Senior Notes due 2017
Senior Notes due 2021
Senior Notes due 2023
Senior Notes due 2025
Mortgage notes payable
Principal Balance
at Dec. 31, 2015
Principal Balance
at Dec. 31, 2014
Maturity
Date
Contractual Interest
Rates at
December 31, 2015
Principal
Payments
Interest Payments
$
206.0
$
200.0
—
400.0
250.0
250.0
128.2
85.0
200.0
300.0
400.0
250.0
—
4/17
2/19
—
1/21
4/23
5/25
LIBOR + 1.15%
At maturity
LIBOR + 1.20%
At maturity
Quarterly
Quarterly
6.50%
At maturity
Semi-Annual
5.75%
At maturity
Semi-Annual
3.75%
At maturity
Semi-Annual
3.88%
At maturity
Semi-Annual
172.5
4/16-5/40
4.15%-7.63%
Monthly
Monthly
$
1,434.2
$
1,407.5
(2)
(3)
Includes primarily the corporate office and ground leases, with expiration dates through 2105, related to various real estate
investments for which the Company is currently making payments.
Includes cash flow projections related to the construction of three buildings, a portion of which relates to tenant
improvements that will generally be funded after the core and shell of the building is completed. This amount includes
$4.4 million of invoices that were accrued and included in construction in progress on the Company's Consolidated
Balance Sheets as of December 31, 2015.
(4) The Company has remaining tenant improvement allowances of approximately $28.8 million. The Company expects to
fund these improvements in 2016.
(5) Effective May 5, 2015, the Company terminated its Executive Retirement Plan. The Company will pay lump sum
amounts to the four plan participants. In accordance with Section 409A of the Internal Revenue Code, these amounts will
be paid in either cash or stock no earlier than twelve and no later than twenty-four months following the termination date.
35 Application of Critical Accounting Policies to Accounting Estimates
The Company’s Consolidated Financial Statements are prepared in accordance with GAAP and the rules and regulations of the
SEC. In preparing the Consolidated Financial Statements, management is required to exercise judgment and make assumptions
that impact the carrying amount of assets and liabilities and the reported amounts of revenues and expenses reflected in the
Consolidated Financial Statements.
Management routinely evaluates the estimates and assumptions used in the preparation of its Consolidated Financial
Statements. These regular evaluations consider historical experience and other reasonable factors and use the seasoned
judgment of management personnel. Management has reviewed the Company’s critical accounting policies with the Audit
Committee of the Board of Directors.
Management believes the following paragraphs in this section describe the application of critical accounting policies by
management to arrive at the critical accounting estimates reflected in the Consolidated Financial Statements. The Company’s
accounting policies are more fully discussed in Note 1 to the Consolidated Financial Statements.
Principles of Consolidation
The Company’s Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, joint
ventures, partnerships and consolidated variable interest entities (“VIE”) where the Company controls the operating activities.
All material intercompany accounts and transactions have been eliminated.
Management relies on a qualitative analysis based on power and benefits regarding the Company’s level of influence or control
over an entity to determine whether or not the Company is the primary beneficiary of a variable interest entity. Consideration of
various factors includes, but is not limited to, the Company’s ability to direct the activities that most significantly impact the
entity’s economic performance, the Company’s form of ownership interest, the Company’s representation on the entity’s
governing body, the size and seniority of the Company’s investment, the Company’s ability and the rights of other investors to
participate in policy making decisions, the Company’s ability to replace the manager and/or liquidate the entity. Management’s
ability to correctly assess its influence or control over an entity when determining the primary beneficiary of a VIE affects the
presentation of these entities in the Company’s Consolidated Financial Statements.
If it is determined that the Company is the primary beneficiary of a VIE, the Company’s Consolidated Financial Statements
would include the operating results of the VIE rather than the results of the variable interest in the VIE. The Company would
also incorporate the VIE in its internal controls over financial reporting. Untimely or inaccurate financial information provided
to the Company or deficiencies in the VIE's internal controls over financial reporting could impact the Company’s Consolidated
Financial Statements and its internal control over financial reporting.
Capitalization of Costs
GAAP generally allows for the capitalization of various types of costs. The rules and regulations on capitalizing costs and the
subsequent depreciation or amortization of those costs versus expensing them in the period incurred vary depending on the type
of costs and the reason for capitalizing the costs.
Direct costs of a development project generally include construction costs, professional services such as architectural and legal
costs, travel expenses, and land acquisition costs as well as other types of fees and expenses. These costs are capitalized as part
of the basis of an asset to which such costs relate. Indirect costs include capitalized interest and overhead costs. Indirect costs
are capitalized during construction and on the unoccupied space in a property for up to one year after the certificate of
substantial completion is received. Capitalized interest is calculated using the weighted average interest rate of the Company's
unsecured debt or the interest rate on project specific debt, if applicable. The Company’s overhead costs are based on overhead
load factors that are charged to a project based on direct time incurred. The Company computes the overhead load factors
annually for its acquisition and development departments, which have employees who are involved in the projects. The
overhead load factors are computed to absorb that portion of indirect employee costs (payroll and benefits, training, occupancy
and similar costs) that are attributable to the productive time the employee incurs working directly on projects. The employees
in the Company’s development departments who work on these projects maintain and report their hours daily, by project.
Employee costs that are administrative, such as vacation time, sick time, or general and administrative time, are expensed in the
period incurred.
Acquisition-related costs of an existing real estate property include finder’s fees, advisory, legal, accounting, valuation, other
professional or consulting fees, and certain general and administrative costs are expensed in the period incurred for acquisitions
accounted for as a business combination under Accounting Standards Codification Topic 805, Business Combinations. These
costs associated with asset acquisitions are capitalized in accordance with GAAP.
36 Management’s judgment is also exercised in determining whether costs that have been previously capitalized to a project should
be reserved for or written off if or when the project is abandoned or circumstances otherwise change that would call the
project’s viability into question. The Company follows a standard and consistently applied policy of classifying pursuit activity
as well as reserving for these types of costs based on their classification.
The Company classifies its pursuit projects into two categories relating to development. The first category includes pursuits of
developments that have a remote chance of producing new business. Costs for these projects are expensed in the period
incurred. The second category includes those pursuits of developments that are either probable or highly probable to result in a
project or contract. Since the Company believes it is probable that these pursuits will result in a project or contract, it
capitalizes these costs in full and records no reserve.
Each quarter, all capitalized pursuit costs are again reviewed carefully for viability or a change in classification, and a
management decision is made as to whether any additional reserve is deemed necessary. If necessary and considered
appropriate, management would record an additional reserve at that time. Capitalized pursuit costs, net of the reserve, are
carried in other assets in the Company’s Consolidated Balance Sheets, and any reserve recorded is charged to general and
administrative expenses on the Consolidated Statements of Income. All pursuit costs will ultimately be written off to expense or
capitalized as part of the constructed real estate asset.
As of December 31, 2015 and 2014, the Company had fully reserved capitalized pursuit costs totaling $3.2 million and $2.0
million, respectively.
Valuation of Long-Lived and Intangible Assets and Goodwill
Long-Lived Assets Held and Used
The Company assesses the potential for impairment of identifiable intangible assets and long-lived assets, primarily real estate
properties, whenever events occur or a change in circumstances indicates that the carrying value might not be recoverable.
Important factors that could cause management to review for impairment 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 operators. In addition, the
Company reviews for possible impairment those assets subject to purchase options and those impacted by casualties, such as
tornadoes and hurricanes. Management remains continuously alert to the factors above, and others, that could indicate an
impairment exists.
The Company may, from time to time, be approached by a third party with interest in purchasing one or more of the Company's
operating real estate properties that was otherwise not for sale. Alternatively, the Company may explore disposing of an
operating real estate property but without specific intent to sell the property and without the property meeting the criteria to be
classified as held for sale (see discussion below). In such cases, the Company and a potential buyer typically negotiate a letter
of intent followed by a purchase and sale agreement that includes a due diligence time line for completion of customary due
diligence procedures. Anytime throughout this period the transaction could be terminated by the parties. The Company views
the execution of a purchase and sale agreement as a circumstance that warrants an impairment assessment and must include its
best estimates of the impact of a potential sale in the recoverability test discussed in more detail below.
A property value is considered impaired only if management's estimate of current and projected (undiscounted and
unleveraged) operating cash flows of the property is less than the net carrying value of the property. These estimates of future
cash flows include only those that are directly associated with and that are expected to arise as a direct result of the use and
eventual disposition of the property based on its estimated remaining useful life. These estimates, including the useful life
determination which can be affected by any potential sale of the property, are based on management's assumptions about its use
of the property. Therefore, significant judgment is involved in estimating the current and projected cash flows.
When the Company executes a purchase and sale agreement for a held and used property, the Company performs the cash flow
estimation described above. This assessment gives consideration to all available information, including an assessment of the
likelihood the potential transaction will be consummated under the terms and conditions set forth in the purchase and sale
agreement. Management will re-evaluate the recoverability of the property if and when significant changes occur as the
transaction proceeds toward closing. Normally sale transactions will close within 15 to 30 days after the due diligence period
expires. Upon expiration of the due diligence period, management will again re-evaluate the recoverability of the property,
updating its assessment based on the status of the potential sale.
Whenever management determines that the carrying value of an asset that has been tested may not be recoverable, then an
impairment charge would be recognized to the extent the current carrying value exceeds the current fair value of the asset.
Significant judgment is also involved in making a determination of the estimated fair value of the asset.
37 The Company also performs an annual goodwill impairment review. The Company's reviews are performed as of December 31
of each year. The Company's 2015 and 2014 reviews indicated that no impairment had occurred with respect to the Company's
$3.5 million goodwill asset.
Long-Lived Assets to be Disposed of by Planned Sale
From time to time management affirmatively decides to sell certain real estate properties under a plan of sale. The Company
reclassifies the property or disposal group as held for sale when all the following criteria for a qualifying plan of sale are met:
• Management, having the authority to approve the action, commits to a plan to sell the property or disposal group;
•
•
•
•
•
The property or disposal group is available for immediate sale (i.e., a seller currently has the intent and ability to
transfer the property or disposal group to a buyer) in its present condition, subject only to conditions that are usual and
customary for sales of such properties or disposal groups;
An active program to locate a buyer and other actions required to complete the plan to sell have been initiated;
The sale of the property or disposal group is probable (i.e., likely to occur) and the transfer is expected to qualify for
recognition as a completed sale within one year, with certain exceptions;
The property or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current
fair value; and
Actions necessary to complete the plan indicate that it is unlikely significant changes to the plan will be made or that
the plan will be withdrawn.
A property or disposal group classified as held for sale is initially measured at the lower of its carrying amount or fair value less
estimated costs to sell. An impairment charge is recognized for any initial adjustment of the property's or disposal group's
carrying amount to its fair value less estimated costs to sell in the period the held for sale criteria are met. The fair value less
estimated costs to sell of the property (disposal group) should be assessed each reporting period it remains classified as held for
sale. Depreciation ceases as long as a property is classified as held for sale.
If circumstances arise that were previously considered unlikely and a subsequent decision not to sell a property classified as
held for sale were to occur, the property is reclassified as held and used. The property is measured at the time of reclassification
at the lower of its (a) carrying amount before it was classified as held for sale, adjusted for any depreciation expense or
impairment losses that would have been recognized had the property been continuously classified as held and used or (b) fair
value at the date of the subsequent decision not to sell. The effect of any required adjustment is reflected in income from
continuing operations at the date of the decision not to sell.
The Company recorded impairment charges totaling $4.3 million, $12.0 million, and $9.9 million, respectively, for the years
ended December 31, 2015, 2014, and 2013 related to real estate properties and other long-lived assets. The impairment charges
in 2015 related to two properties sold and one property previously classified as held for sale, reducing the Company's carrying
value on the properties to the estimated fair value of the property less estimated costs to sell. The impairment charges in 2014
related to seven properties sold, reducing the Company's carrying value on the property to the estimated fair value of the
property less estimated costs to sell. The impairment charges in 2013 included $3.3 million related to one land parcel sold and
$6.6 million related to three properties classified as held for sale and two properties sold, reducing the Company's carrying
value on the property to the estimated fair value of the property less estimated costs to sell.
Depreciation of Real Estate Assets and Amortization of Related Intangible Assets
As of December 31, 2015, the Company had investments of approximately $3.2 billion in depreciable real estate assets and
related intangible assets. When real estate assets and related intangible assets are acquired or placed in service, they must be
depreciated or amortized. Management’s judgment involves determining which depreciation method to use, estimating the
economic life of the building and improvement components of real estate assets, and estimating the value of intangible assets
acquired when real estate assets are purchased that have in-place leases.
As described in more detail in Note 1 to the Consolidated Financial Statements, when the Company acquires real estate
properties with in-place leases, the cost of the acquisition must be allocated between the acquired tangible real estate assets “as
if vacant” and any acquired intangible assets. Such intangible assets could include above- (or below-) market in-place leases
and at-market in-place leases, which could include the opportunity costs associated with absorption period rentals, direct costs
associated with obtaining new leases such as tenant improvements, and customer relationship assets. With regard to the
elements of estimating the “as if vacant” values of the property and the intangible assets, including the absorption period,
occupancy increases during the absorption period, and tenant improvement amounts, the Company uses the same absorption
38 period and occupancy assumptions for similar property types. Any remaining excess purchase price is then allocated to
goodwill. The identifiable tangible and intangible assets are then subject to depreciation and amortization. Goodwill is
evaluated for impairment on an annual basis unless circumstances suggest that a more frequent evaluation is warranted.
With respect to the building components, there are several depreciation methods available under GAAP. Some methods record
relatively more depreciation expense on an asset in the early years of the asset’s economic life, and relatively less depreciation
expense on the asset in the later years of its economic life. The straight-line method of depreciating real estate assets is the
method the Company follows because, in the opinion of management, it is the method that most accurately and consistently
allocates the cost of the asset over its estimated life. The Company assigns a useful life to its owned properties based on many
factors, including the age and condition of the property when acquired.
Allowance for Doubtful Accounts and Credit Losses
Many of the Company’s investments are subject to long-term leases or other financial support arrangements with hospital
systems and healthcare providers affiliated with the properties. Due to the nature of the Company’s agreements, the Company’s
accounts receivable, notes receivable and interest receivables result mainly from monthly billings of contractual tenant rents,
lease guaranty amounts, principal and interest payments due on notes and mortgage notes receivable, late fees and additional
rent.
Payments on the Company’s accounts receivable are normally collected within 30 days of billing. When receivables remain
uncollected, management must decide whether it believes the receivable is collectible and whether to provide an allowance for
all or a portion of these receivables. Unlike a financial institution with a large volume of homogeneous retail receivables such
as credit card loans or automobile loans that have a predictable loss pattern over time, the Company’s receivable losses have
historically been infrequent, and are tied to a unique or specific event. The Company’s allowance for doubtful accounts is
generally based on specific identification and is recorded for a specific receivable amount once determined that such an
allowance is needed.
The Company also evaluates collectability of its mortgage notes and notes receivable. A loan is impaired when it is probable
that a creditor will be unable to collect all amounts due according to the contractual terms of the loan as scheduled, including
both contractual interest and principal payments. This assessment also includes an evaluation of the loan collateral.
Management monitors the age and collectability of receivables on an ongoing basis. At least monthly, a report is produced
whereby all receivables are “aged” or placed into groups based on the number of days that have elapsed since the receivable
was billed. Management reviews the aging report for evidence of deterioration in the timeliness of payments from tenants,
sponsoring health systems or borrowers. Whenever deterioration is noted, management investigates and determines the reason
or reasons for the delay, which may include discussions with the delinquent tenant, sponsoring health system or borrower.
Considering all information gathered, management’s judgment must be exercised in determining whether a receivable is
potentially uncollectible and, if so, how much or what percentage may be uncollectible. Among the factors management
considers in determining uncollectibility are the following:
•
•
•
•
•
•
•
•
•
•
•
type of contractual arrangement under which the receivable was recorded, e.g., a mortgage note, a triple net lease, a
gross lease, a property operating agreement or some other type of agreement;
tenant’s or debtor’s reason for slow payment;
industry influences and healthcare segment under which the tenant or debtor operates;
evidence of willingness and ability of the tenant or debtor to pay the receivable;
credit-worthiness of the tenant or debtor;
collateral, security deposit, letters of credit or other monies held as security;
tenant’s or debtor’s historical payment pattern;
other contractual agreements between the tenant or debtor and the Company;
relationship between the tenant or debtor and the Company;
state in which the tenant or debtor operates; and
existence of a guarantor and the willingness and ability of the guarantor to pay the receivable.
Considering these factors and others, management must conclude whether all or some of the aged receivable balance is likely
uncollectible. If management determines that some portion of a receivable, including straight-line rent receivables, is likely
uncollectible, the Company records a provision for bad debt expense, or a reduction to straight-line rent revenue, for the amount
39 expected to be uncollectible. There is a risk that management’s estimate is over- or under-stated. However, management
believes that this risk is mitigated by the fact that it re-evaluates the allowance at least once each quarter and bases its estimates
on the most current information available. As such, any over- or under-stated estimates in the allowance should be adjusted as
soon as new and better information becomes available.
Derivative Instruments
Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the derivative instrument
with the recognition of the changes in the fair-value of the hedged asset or liability that are attributable to the hedged risk in a
fair value hedge or the earnings effect of the hedged forecasted transaction in a cash flow hedge. The accounting for a
derivative requires that the Company make judgments in determining the nature of the derivatives and their effectiveness,
including ones regarding the likelihood that a forecasted transaction will take place. These judgments could materially affect
our consolidated financial statements.
The Company may enter into a derivative instrument to manage interest rate risk from time to time. When a derivative
instrument is initiated, the Company will assess its intended use of the derivative instrument and may elect a hedging
relationship and apply hedge accounting. As required by the accounting literature, the Company will formally document the
hedging relationship for all derivative instruments prior to or contemporaneous with entering into the derivative instrument.
40 Item 7A. 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 receivable.
Management uses regular monitoring of market conditions and analysis techniques to manage this risk.
As of December 31, 2015, $1.0 billion of the Company’s $1.4 billion of outstanding debt bore interest at fixed rates.
Additionally, all of the Company’s mortgage notes and other notes receivable bore interest at fixed rates.
The following table provides information regarding the sensitivity of certain of the Company’s financial instruments, as
described above, to market conditions and changes resulting from changes in interest rates. For purposes of this analysis,
sensitivity is demonstrated based on hypothetical 10% changes in the underlying market interest rates.
(Dollars in thousands)
Variable Rate Debt:
Unsecured Credit Facility
Term Note due 2017
Outstanding
Principal Balance as of
December 31, 2015
Calculated
Annual
Interest
Assuming 10%
Increase in Market
Interest Rates
Assuming 10%
Decrease in Market Interest
Rates
Impact on Earnings and Cash Flows
$
$
206,000
$
3,765
$
200,000
3,755
406,000
$
7,520
$
(88) $
(86)
(174) $
Fair Value
88
86
174
(Dollars in thousands)
Fixed Rate Debt:
Senior Notes due 2017, net of discount (2)
Senior Notes due 2021, net of discount (2)
Senior Notes due 2023, net of discount (2)
Senior Notes due 2025, net of discount (2)
Mortgage Notes Payable (2)
Fixed Rate Receivables:
Mortgage Notes Receivable (3)
Carrying Value
as of December 31,
2015
December 31, 2015
Assuming 10%
Increase in
Market Interest
Rates
Assuming 10%
Decrease in
Market Interest
Rates
December 31,
2014 (1)
$
$
$
$
— $
— $
— $
— $
307,771
398,168
248,435
249,804
129,087
423,637
240,965
244,026
129,124
419,501
234,587
236,318
127,253
427,744
247,456
252,138
131,052
430,633
241,947
—
173,476
1,025,494
$
1,037,752
$ 1,017,659
$ 1,058,390
$ 1,153,827
— $
— $
— $
— $
— $
— $
— $
— $
1,892
1,892
______
(1) Fair values as of December 31, 2014 represent fair values of obligations or receivables that were outstanding as of that
date, and do not reflect the effect of any subsequent changes in principal balances and/or additions or extinguishments of
instruments.
(2) Level 3 - Fair value derived from valuation techniques in which one or more significant inputs or significant drivers are
unobservable.
(3) Level 2 - Fair value based on quoted prices for similar instruments in active markets; quoted prices for identical or similar
instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value
drivers are observable in active markets.
41
Item 8. Financial Statements and Supplementary Data
Report of
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Healthcare Realty Trust Incorporated
Nashville, Tennessee
We have audited the accompanying consolidated balance sheets of Healthcare Realty Trust Incorporated as of
December 31, 2015 and 2014 and the related consolidated statements of income, comprehensive income, equity, and cash flows
for each of the three years in the period ended December 31, 2015. In connection with our audits of the financial statements, we
have also audited the financial statement schedules listed in the accompanying index. These financial statements and schedules
are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements
and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements and schedules. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Healthcare Realty Trust Incorporated at December 31, 2015 and 2014, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally
accepted in the United States of America.
Also, in our opinion, the financial statement schedules, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material respects, the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, the Company changed its method for accounting for
discontinued operations as of January 1, 2015 due to the adoption of Accounting Standards Update (ASU) No. 2014-08,
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), Healthcare Realty Trust Incorporated’s internal control over financial reporting as of December 31, 2015, based on
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) and our report dated February 16, 2016 expressed an unqualified opinion thereon.
/s/ BDO USA, LLP
Nashville, Tennessee
February 16, 2016
42 Healthcare Realty Trust Incorporated
Consolidated Balance Sheets
(Amounts in thousands, except per share data)
ASSETS
Real estate properties:
Land
Buildings, improvements and lease intangibles
Personal property
Construction in progress
Land held for development
Less accumulated depreciation
Total real estate properties, net
Cash and cash equivalents
Mortgage notes receivable
Assets held for sale and discontinued operations, net
Other assets, net
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes and bonds payable
Accounts payable and accrued liabilities
Liabilities of discontinued operations
Other liabilities
Total liabilities
Commitments and contingencies
Stockholders' Equity:
Preferred stock, $.01 par value; 50,000 shares authorized; none issued and outstanding
Common stock, $.01 par value; 150,000 shares authorized; 101,517 and 98,828 shares
issued and outstanding at December 31, 2015 and 2014, respectively.
Additional paid-in capital
Accumulated other comprehensive loss
Cumulative net income attributable to common stockholders
Cumulative dividends
Total stockholders’ equity
Total liabilities and stockholders' equity
See accompanying notes.
December 31,
2015
2014
$
198,585
$
183,060
3,135,893
3,048,251
9,954
19,024
17,452
9,914
—
17,054
3,380,908
3,258,279
(761,926)
(700,671)
2,618,982
2,557,608
4,102
—
724
3,519
1,900
9,146
192,918
185,337
$
2,816,726
$
2,757,510
$
1,431,494
$
1,403,692
75,489
33
66,963
70,240
372
62,152
1,573,979
1,536,456
—
1,015
—
988
2,461,376
2,389,830
(1,569)
(2,519)
909,685
840,249
(2,127,760)
(2,007,494)
1,242,747
1,221,054
$
2,816,726
$
2,757,510
43 Healthcare Realty Trust Incorporated
Consolidated Statements of Income
(Amounts in thousands, except per share data)
REVENUES
Rental income
Mortgage interest
Other operating
EXPENSES
Property operating
General and administrative
Depreciation
Amortization
Bad debt, net of recoveries
OTHER INCOME (EXPENSE)
Gain on sales of real estate properties
Interest expense
Loss on extinguishment of debt
Pension termination
Impairment of real estate assets
Impairment of internally-developed software
Gain on sale of cost method investment in real estate
Interest and other income, net
INCOME (LOSS) FROM CONTINUING OPERATIONS
DISCONTINUED OPERATIONS
Income from discontinued operations
Impairments of real estate assets
Gain on sales of real estate properties
INCOME (LOSS) FROM DISCONTINUED OPERATIONS
NET INCOME
Less: Net income attributable to noncontrolling interests
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
BASIC EARNINGS (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations
Discontinued operations
Net income attributable to common stockholders
DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations
Discontinued operations
Net income attributable to common stockholders
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED
See accompanying notes.
Year Ended December 31,
2015
2014
2013
$
$
383,333
91
5,047
388,471
140,195
26,925
106,530
10,084
(193)
283,541
56,602
(65,534)
(27,998)
(5,260)
(3,639)
(654)
—
389
(46,094)
58,836
715
(686)
10,571
10,600
69,436
—
69,436
0.59
0.11
0.70
0.59
0.11
0.70
99,171
99,880
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
361,525
3,665
5,665
370,855
134,057
22,808
99,384
10,820
31
267,100
—
(72,413)
—
—
—
—
—
2,637
(69,776)
33,979
967
(12,029)
9,283
(1,779)
32,200
(313)
31,887
0.35
(0.02)
0.33
0.35
(0.02)
0.33
95,279
96,759
312,322
12,701
5,926
330,949
122,571
23,704
86,239
10,645
172
243,331
—
(73,511)
(29,638)
—
—
—
1,492
947
(100,710)
(13,092)
5,246
(9,889)
24,718
20,075
6,983
(37)
6,946
(0.14)
0.22
0.08
(0.14)
0.22
0.08
90,941
90,941
44 Healthcare Realty Trust Incorporated
Consolidated Statements of Comprehensive Income
(Amounts in thousands)
NET INCOME
Other comprehensive income (loss):
Defined benefit plans:
Reclassification adjustment for losses included in net income (Pension termination)
Net gain (loss) arising during the period
Forward starting interest rate swaps:
Reclassification adjustment for losses included in net income (Interest expense)
Losses on settlement of swaps arising during the period
Other comprehensive income (loss)
COMPREHENSIVE INCOME
Less: Comprehensive income attributable to noncontrolling interests
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
See accompanying notes.
Year Ended December 31,
2015
2014
2013
$ 69,436
$ 32,200
$
6,983
2,519
—
—
—
(2,570)
2,143
115
(1,684)
—
—
950
(2,570)
70,386
29,630
—
—
2,143
9,126
—
(313)
(37)
$ 70,386
$ 29,317
$
9,089
45 Healthcare Realty Trust Incorporated
Consolidated Statements of Equity
(Amounts in thousands, except per share data)
Preferred
Stock
Common
Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Cumulative
Net Income
Cumulative
Dividends
Total
Stockholders’
Equity
Non-
controlling
Interests
Total
Equity
Balance at December 31, 2012
$
— $
875
$2,100,297
$
(2,092) $
801,416
$ (1,779,552) $ 1,120,944
$
— $1,120,944
Issuance of stock, net of costs
Common stock redemption
Stock-based compensation
Net income
Defined benefit pension plan net
gain
Dividends to common
stockholders ($1.20 per share)
Distributions to noncontrolling
interests
Proceeds from noncontrolling
interests
Balance at December 31, 2013
Issuance of stock, net of costs
Common stock redemption
Stock-based compensation
Net income
Defined benefit pension plan net
gain
Dividends to common
stockholders ($1.20 per share)
Distributions to noncontrolling
interests
Purchase of noncontrolling
interest in consolidated joint
ventures
Balance at December 31, 2014
Issuance of stock, net of costs
Common stock redemption
Stock-based compensation
Net income
Amounts reclassified from
accumulated other
comprehensive loss arising from
loss on defined benefit pension
plan
Loss on forward starting interest
rate swaps
Dividends to common
stockholders ($1.20 per share)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
83
—
1
—
—
—
—
—
220,176
(454)
5,209
—
—
—
—
—
959
2,325,228
76,800
(10,070)
4,449
—
—
—
—
(6,577)
31
(4)
2
—
—
—
—
—
988
25
—
2
—
—
—
—
—
—
—
—
2,143
—
—
—
51
—
—
—
—
(2,570)
—
—
—
—
—
—
6,946
—
—
—
—
—
—
—
—
—
220,259
(454)
5,210
6,946
2,143
(111,571)
(111,571)
—
—
—
37
—
—
220,259
(454)
5,210
6,983
2,143
(111,571)
—
—
—
—
(34)
(34)
1,806
1,806
808,362
(1,891,123)
1,243,477
1,809
1,245,286
—
—
—
31,887
—
—
—
—
—
—
—
—
—
76,831
(10,074)
4,451
31,887
(2,570)
(116,371)
(116,371)
—
—
—
313
—
—
76,831
(10,074)
4,451
32,200
(2,570)
(116,371)
—
—
—
(510)
(510)
(6,577)
(1,612)
(8,189)
2,389,830
(2,519)
840,249
(2,007,494)
1,221,054
— 1,221,054
66,886
(1,367)
6,027
—
—
—
—
—
—
—
—
—
—
—
69,436
2,519
(1,569)
—
—
—
—
—
—
—
—
—
—
66,911
(1,367)
6,029
69,436
2,519
(1,569)
(120,266)
(120,266)
—
—
—
—
—
—
—
66,911
(1,367)
6,029
69,436
2,519
(1,569)
(120,266)
Balance at December 31, 2015
$
— $ 1,015
$2,461,376
$
(1,569) $
909,685
$ (2,127,760) $ 1,242,747
$
— $1,242,747
See accompanying notes.
46 Healthcare Realty Trust Incorporated
Consolidated Statements of Cash Flows
(Amounts in thousands)
OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Stock-based compensation
Straight-line rent receivable
Straight-line rent liability
Gain on sales of real estate assets
Gain on sale of cost method investment in real estate
Loss on extinguishment of debt
Impairments of real estate properties
Pension termination
Impairment of internally-developed software
Provision for bad debts, net
Changes in operating assets and liabilities:
Other assets
Accounts payable and accrued liabilities
Other liabilities
Net cash provided by operating activities
INVESTING ACTIVITIES
Acquisitions of real estate
Development of real estate
Additional long-lived assets
Funding of mortgages and notes receivable
Proceeds from acquisition of real estate upon mortgage note receivable default
Proceeds from sales of real estate
Proceeds from sale of cost method investment in real estate
Proceeds from mortgages and notes receivable repayments
Net cash used in investing activities
FINANCING ACTIVITIES
Net borrowings (repayments) on unsecured credit facility
Borrowings on term loan
Borrowings on notes and bonds payable
Repayments on notes and bonds payable
Redemption of notes and bonds payable
Dividends paid
Net proceeds from issuance of common stock
Common stock redemptions
Settlement of swaps
Capital Contributions received from noncontrolling interest
Distributions to noncontrolling interest holders
Purchase of noncontrolling interest
Year Ended December 31,
2015
2014
2013
$
69,436
$
32,200
$
6,983
120,363
116,049
105,318
6,029
4,451
(9,600)
(11,050)
771
721
5,210
(8,608)
426
(67,229)
(9,283)
(24,718)
—
27,998
4,325
5,260
654
(194)
—
—
12,029
—
—
34
(1,492)
29,907
9,889
—
—
185
(2,932)
(16,842)
(5,660)
4,190
1,304
(1,914)
(1,025)
740
2,617
160,375
125,370
120,797
(154,858)
(71,899)
(177,744)
(17,354)
—
—
(48,769)
(70,670)
(72,784)
—
—
(1,244)
(58,731)
204
—
153,281
32,398
96,132
—
1,918
—
5,623
2,717
2,464
(65,782)
(105,588)
(207,946)
121,000
(153,000)
128,000
—
200,000
—
249,793
—
247,948
(72,724)
(12,357)
(19,984)
(333,222)
—
(371,839)
(120,266)
(116,371)
(111,571)
66,942
76,856
220,252
(1,367)
(1,684)
—
—
—
(10,074)
—
—
(541)
(8,189)
(454)
—
1,806
(32)
—
47 Debt issuance and assumption costs
Net cash provided by (used in) financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental Cash Flow Information:
Interest paid
Mortgage notes payable assumed upon acquisition (adjusted to fair value)
Invoices accrued for construction, tenant improvement and other capitalized costs
Capitalized interest
Elimination of construction mortgage note receivable upon acquisition real estate
property
Mortgage note receivable eliminated upon acquisition
Company-financed real estate property sales
See accompanying notes.
(2,482)
(1,258)
(5,082)
(94,010)
(24,934)
89,044
583
3,519
(5,152)
8,671
4,102
$
3,519
$
1,895
6,776
8,671
69,773
28,783
10,431
239
$
$
$
$
68,173
19,636
5,594
$
$
$
71,025
40,992
10,885
— $
183
— $
81,213
— $
39,973
— $
1,900
$
$
$
97,203
—
4,241
$
$
$
$
$
$
$
$
48 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Business Overview
Healthcare Realty Trust Incorporated (the “Company”) is a real estate investment trust ("REIT") that owns, acquires, manages,
finances and develops income-producing real estate properties associated primarily with the delivery of outpatient healthcare
services throughout the United States of America. The Company had investments of approximately $3.4 billion in 198 real
estate properties, construction in progress, land held for development and corporate property as of December 31, 2015. The
Company’s 198 owned real estate properties are located in 30 states and total approximately 14.3 million square feet. The
Company provided property management services to approximately 9.8 million square feet nationwide. Square footage
disclosures in this Annual Report on Form 10-K are unaudited.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, joint ventures,
partnerships and consolidated variable interest entities (“VIE”) where the Company controls the operating activities of the VIE.
In accordance with the consolidation accounting standards, the Company must evaluate each contractual relationship it has with
its lessees, borrowers, or others to determine whether or not the contractual arrangement creates a variable interest in those
entities. If the Company determines that it has a variable interest and the entity is a VIE, then management must determine
whether or not the Company is the primary beneficiary of the VIE, resulting in consolidation of the VIE. A primary beneficiary
has the power to direct those activities of the VIE that most significantly impact its economic performance and has the
obligation to absorb the losses of, or receive the benefits from, the VIE. There were no VIEs as of December 31, 2015 and
2014.
All significant intercompany accounts, transactions and balances have been eliminated upon consolidation in the Consolidated
Financial Statements.
Use of Estimates in the Consolidated Financial Statements
Preparation of the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect amounts reported in the Consolidated
Financial Statements and accompanying notes. Actual results may differ from those estimates.
Segment Reporting
The Company owns, acquires, manages, finances and develops outpatient and other healthcare-related properties. The Company
is managed as one reporting unit, rather than multiple reporting units, for internal reporting purposes and for internal decision-
making. Therefore, the Company discloses its operating results in a single reportable segment.
Real Estate Properties
Real estate properties are recorded at cost or at fair value if acquired in a transaction that is a business combination under
Accounting Standards Codification Topic 805, Business Combinations. Cost or fair value at the time of acquisition is allocated
among land, buildings, tenant improvements, lease and other intangibles, and personal property as applicable. The Company’s
gross real estate assets, on a financial reporting basis, totaled approximately $3.4 billion as of December 31, 2015 and $3.3
billion as of December 31, 2014.
During 2015 and 2014, the Company eliminated against accumulated depreciation approximately $6.8 million and $9.5 million,
respectively, of fully amortized real estate intangibles that were initially recorded as a component of certain real estate
acquisitions. Also during 2015 and 2014, approximately $1.3 million and $0.4 million of fully depreciated tenant and capital
improvements that were no longer in service were eliminated against accumulated depreciation.
Depreciation and amortization of real estate assets and liabilities in place as of December 31, 2015, is provided for on a
straight-line basis over the asset’s estimated useful life:
Land improvements
Buildings and improvements
Lease intangibles (including ground lease intangibles)
Personal property
15.0 to 38.1 years
3.3 to 39.0 years
1.9 to 93.1 years
1.5 to 17.3 years
49 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company capitalizes direct costs, including costs such as construction costs and professional services, and indirect costs,
including capitalized interest and overhead costs, associated with the development and construction of real estate assets while
substantive activities are ongoing to prepare the assets for their intended use. Capitalized interest cost is calculated using the
weighted average interest rate of the Company's unsecured debt or the interest rate on project specific debt, if applicable. The
Company continues to capitalize interest on the unoccupied portion of the properties in stabilization for up to one year after the
buildings have been placed into service, at which time the capitalization of interest must cease.
Land Held for Development
Land held for development includes parcels of land owned by the Company, upon which the Company intends to develop and
own outpatient healthcare facilities. The Company’s investment in land held for development totaled approximately $17.5
million and $17.1 million as of December 31, 2015 and 2014, respectively.
Asset Impairment
The Company assesses the potential for impairment of identifiable, definite-lived, intangible assets and long-lived assets,
including real estate properties, whenever events occur 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 operators. In addition, the Company reviews for
possible impairment, those assets subject to purchase options and those impacted by casualties, such as tornadoes and
hurricanes. If management determines that the carrying value of the Company’s assets may not be fully recoverable based on
the existence of any of the factors above, or others, management would measure and record an impairment charge based on the
estimated fair value of the property or the estimated fair value less costs to sell the property.
Acquisitions of Real Estate Properties with In-Place Leases
Acquisitions of real estate properties are accounted for at fair value. When a building with in-place leases is acquired, the cost
of the acquisition must be allocated between the tangible real estate assets "as-if vacant" and the intangible real estate assets
related to in-place leases based on their estimated fair values. Where appropriate, the intangible assets recorded could include
goodwill or customer relationship assets. The values related to above- or below-market in-place lease intangibles are amortized
over the remaining term of the leases upon acquisition to rental income where the Company is the lessor and to property
operating expense where the Company is the lessee, and are amortized over the remaining term of the leases upon acquisition.
The Company considers whether any of the in-place lease rental rates are above- or below-market. An asset (if the actual rental
rate is above-market) or a liability (if the actual rental rate is below-market) is calculated and recorded in an amount equal to
the present value of the future cash flows that represent the difference between the actual lease rate and the average market rate.
If an in-place lease is identified as a below-market rental rate, the Company would also evaluate any renewal options associated
with that lease to determine if the intangible should include those periods.
The Company also estimates an absorption period, which can vary by property, assuming the building is vacant and must be
leased up to the actual level of occupancy when acquired. During that absorption period, the owner would incur direct costs,
such as tenant improvements, and would suffer lost rental income. Likewise, the owner would have acquired a measurable asset
in that, assuming the building was vacant, certain fixed costs would be avoided because the actual in-place lessees would
reimburse a certain portion of fixed costs through expense reimbursements during the absorption period.
All of these intangible assets (above- or below-market lease, tenant improvement costs avoided, rental income lost, and
expenses recovered through in-place lessee reimbursements) are estimated and recorded in amounts equal to the present value
of estimated future cash flows. The actual purchase price is allocated based on the various asset fair values described above.
The building and tenant improvement components of the purchase price are depreciated over the estimated useful life of the
building or the weighted average remaining term of the in-places leases. The at-market, in-place lease intangibles are amortized
to amortization expense over the weighted average remaining term of the leases, customer relationship assets are amortized to
amortization expense over terms applicable to each acquisition, and any goodwill recorded would be reviewed for impairment
at least annually.
The fair values of at-market in-place lease and other intangible assets are amortized and reflected in amortization expense in the
Company’s Consolidated Statements of Income. See Note 9 for more details on the Company’s intangible assets.
50 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction
between market participants. In calculating fair value, a company must maximize the use of observable market inputs, minimize
the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value
measurements.
A hierarchy of valuation techniques is defined to determine whether the inputs to a fair value measurement are considered to be
observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while
unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when
available. These inputs have created the following fair value hierarchy:
•
•
•
Level 1 – quoted prices for identical instruments in active markets;
Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in
markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are
observable in active markets; and
Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or
significant value drivers are unobservable.
Executed purchase and sale agreements, that are binding agreements, are categorized as level one inputs. Brokerage estimates,
letters of intent, or unexecuted purchase and sale agreements are considered to be level three as they are nonbinding in nature.
During 2015, in connection with the sale of one medical office building, the Company recorded an impairment charge in
continuing operations of approximately $0.3 million based on the contractual sales price, a level one input. The Company used
level three inputs to record an impairment charge in continuing operations of approximately $3.3 million related to a property in
held for sale, reducing the Company's carrying value to the estimated fair value of the properties less costs to sell prior to sale.
This property was sold during 2015. The Company used level three inputs to record an impairment charge in discontinued
operations of approximately $0.7 million related to a property in held for sale, reducing the Company's carrying value to the
estimated fair value of the properties less costs to sell prior to sale.
Fair Value of Derivative Financial Instruments
Derivative financial instruments are recorded at fair value on the Company's Consolidated Balance Sheets as other assets or
other liabilities. The valuation of derivative instruments requires the Company to make estimates and judgments that affect the
fair value of the instruments. Fair values of derivatives are estimated by pricing models that consider the forward yield curves
and discount rates. The fair value of the Company's forward starting interest rate swap contracts are estimated by pricing
models that consider foreign trade rates and discount rates. Such amounts and the recognition of such amounts are subject to
significant estimates that may change in the future. For derivatives designated in qualifying cash flow hedging relationships,
the change in fair value of the effective portion of the derivatives is recognized in accumulated other comprehensive income
(loss), whereas the change in fair value of the ineffective portion is recognized in earnings. Gains and losses are reclassified
from accumulated other comprehensive income into earnings once the underlying hedged transaction is recognized in earnings.
As of December 31, 2015, the Company had $1.6 million recorded in accumulated other comprehensive loss related to a
forward starting interest rate swap entered into and settled during 2015. See Note 11 for additional information.
Cash and Cash Equivalents
Cash and cash equivalents includes short-term investments with original maturities of three months or less when purchased.
51 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Allowance for Doubtful Accounts and Credit Losses
Accounts Receivable
Management monitors the aging and collectibility of its accounts receivable balances on an ongoing basis. Whenever
deterioration in the timeliness of payment from a tenant or sponsoring health system is noted, management investigates and
determines the reason or reasons for the delay. Considering all information gathered, management’s judgment is exercised in
determining whether a receivable is potentially uncollectible and, if so, how much or what percentage may be uncollectible.
Among the factors management considers in determining collectibility are: the type of contractual arrangement under which the
receivable was recorded (e.g., a triple net lease, a gross lease, a property operating agreement, or some other type of
agreement); the tenant’s reason for slow payment; industry influences under which the tenant operates; evidence of willingness
and ability of the tenant to pay the receivable; credit-worthiness of the tenant; collateral, security deposit, letters of credit or
other monies held as security; tenant’s historical payment pattern; other contractual agreements between the tenant and the
Company; relationship between the tenant and the Company; the state in which the tenant operates; and the existence of a
guarantor and the willingness and ability of the guarantor to pay the receivable. Considering these factors and others,
management concludes whether all or some of the aged receivable balance is likely uncollectible. Upon determining that some
portion of the receivable is likely uncollectible, the Company records a provision for bad debts for the amount it expects will be
uncollectible. When efforts to collect a receivable are exhausted, the receivable amount is charged off against the allowance.
The Company does not hold any accounts receivable for sale.
Mortgage Notes
The Company had no mortgage notes receivable outstanding as of December 31, 2015. The Company had one mortgage note
receivable outstanding as of December 31, 2014 with a principal balance totaling $1.9 million which was repaid during 2015.
No allowances were recorded on the Company's mortgage notes receivable during 2015 or 2014. The Company evaluates
collectibility of its mortgage notes and records allowances on the notes as necessary. A loan is impaired when it is probable that
a creditor will be unable to collect all amounts due according to the contractual terms of the loan as scheduled, including both
contractual interest and principal payments. This assessment also includes an evaluation of the loan collateral. If a mortgage
loan becomes past due, the Company will review the specific circumstances and may discontinue the accrual of interest on the
loan. The loan is not returned to accrual status until the debtor has demonstrated the ability to continue debt service in
accordance with the contractual terms. Loans placed on non-accrual status will be accounted for either on a cash basis, in which
income is recognized only upon receipt of cash, or on a cost-recovery basis, in which all cash receipts reduce the carrying value
of the loan, based on the Company’s expectation of future collectibility.
Goodwill and Other Intangible Assets
Goodwill and intangible assets with indefinite lives are not amortized, but are tested at least annually for impairment. Intangible
assets with finite lives are amortized over their respective lives to their estimated residual values and are reviewed for
impairment only when impairment indicators are present.
Identifiable intangible assets of the Company are comprised of enterprise goodwill, in-place lease intangible assets, customer
relationship intangible assets, and deferred financing costs. In-place lease and customer relationship intangible assets are
amortized on a straight-line basis over the applicable lives of the assets. Deferred financing costs are amortized over the term of
the related credit facility or other debt instrument under the straight-line method, which approximates amortization under the
effective interest method. Goodwill is not amortized but is evaluated annually as of December 31 for impairment. Both the
2015 and 2014 impairment evaluations indicated that no impairment had occurred with respect to the $3.5 million goodwill
asset. See Note 9 for more detail on the Company’s intangible assets.
Contingent Liabilities
From time to time, the Company may be subject to loss contingencies arising from legal proceedings and similar matters.
Additionally, while the Company maintains comprehensive liability and property insurance with respect to each of its
properties, the Company may be exposed to unforeseen losses related to uninsured or underinsured damages.
The Company continually monitors any matters that may present a contingent liability, and, on a quarterly basis, management
reviews the Company’s reserves and accruals in relation to each of them, adjusting provisions as necessary in view of changes
in available information. Liabilities for contingencies are first recorded when a loss is determined to be both probable and can
be reasonably estimated. Changes in estimates regarding the exposure to a contingent loss are reflected as adjustments to the
related liability in the periods when they occur.
Because of uncertainties inherent in the estimation of contingent liabilities, it is possible that the Company’s provision for
contingent losses could change materially in the near term. To the extent that any significant losses, in addition to amounts
recognized, are at least reasonably possible, such amounts will be disclosed in the notes to the Consolidated Financial
Statements.
52 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Defined Benefit Pension Plan
During 2015, the Company terminated its Executive Retirement Plan under which three of the Company’s founding officers
were eligible to receive retirement benefits upon retirement. The Company recognized a total benefit obligation of $19.6
million in connection with the termination and recorded a charge of approximately $5.3 million, inclusive of the acceleration of
$2.5 million recorded in accumulated other comprehensive loss on the Company's Consolidated Balance Sheets that was being
amortized. The one-time lump sum payment will be paid, in either cash or stock, in May 2016. See Note 13 to the
Consolidated Financial Statements for additional information.
Stock-Based Compensation
The Company has various employee and director stock-based awards outstanding. These awards include non-vested common
stock and options to purchase common stock granted to employees pursuant to the 2015 Employees Stock Incentive Plan and its
predecessor plans (the “Incentive Plan”) and the 2000 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”).
The Company recognizes share-based payments to employees and directors in the Consolidated Statements of Income on a
straight-line basis over the requisite service period based on the fair value of the award on the measurement date.
The Employee Stock Purchase Plan features a “look-back” provision which enables the employee to purchase a fixed number
of common shares at the lesser of 85% of the market price on the date of grant or 85% of the market price on the date of
exercise, with optional purchase dates occurring once each quarter for 27 months. The Company accounts for awards to its
employees under the Employee Stock Purchase Plan based on fair value, using the Black-Scholes model, and generally
recognizes expense over the award’s vesting period, net of estimated forfeitures. Since the options granted under the Employee
Stock Purchase Plan immediately vest, the Company records compensation expense for those options when they are granted in
the first quarter of each year and then may record additional compensation expense in subsequent quarters as warranted. In each
of the years ended December 31, 2015, 2014 and 2013, the Company recognized in general and administrative expenses
approximately $0.2 million, $0.3 million, and $0.3 million, respectively, of compensation expense related to the annual grant of
options to its employees to purchase shares under the Employee Stock Purchase Plan.
See Note 14 for details on the Company’s stock-based awards.
Accumulated Other Comprehensive Income (Loss)
Certain items must be included in comprehensive income, including items such as foreign currency translation adjustments,
minimum pension liability adjustments, derivative instruments and unrealized gains or losses on available-for-sale securities.
The Company’s accumulated other comprehensive income (loss) consists only of the loss on the effective portion of changes in
the fair value of derivatives designated as cash flow hedges as of December 31, 2015. As of December 31, 2014, the
Company's accumulated other comprehensive income (loss) consisted only of the cumulative pension liability adjustments.
The Company terminated its Pension Plan during 2015 and reclassified this amount into earnings. See Note 11 for more details
on the Company's derivative financial instruments.
Revenue Recognition
The Company recognizes revenue when it is realized or realizable and earned. There are four criteria that must all be met before
a Company may recognize revenue, including that persuasive evidence that an arrangement exists, delivery has occurred or
services have been rendered (i.e., the tenant has taken possession of and controls the physical use of the leased asset), the price
has been fixed or is determinable, and collectibility is reasonably assured. Income received but not yet earned is deferred until
such time it is earned. Deferred revenue, included in other liabilities on the Consolidated Balance Sheets, was $36.4 million and
$35.4 million, respectively, as of December 31, 2015 and 2014 which includes deferred tenant improvement reimbursements of
$21.3 million and $22.4 million, respectively, which will be recognized as revenue over the life of each respective lease.
The Company derives most of its revenues from its real estate property and mortgage notes receivable portfolio. The
Company’s rental and mortgage interest income is recognized based on contractual arrangements with its tenants, sponsoring
health systems or borrowers. These contractual arrangements fall into three categories: leases, mortgage notes receivable, and
property operating agreements as described in the following paragraphs. The Company may accrue late fees based on the
contractual terms of a lease or note. Such fees, if accrued, are included in rental income or mortgage interest income on the
Company’s Consolidated Statements of Income, based on the type of contractual agreement.
Rental Income
Rental income related to non-cancelable operating leases is recognized as earned over the life of the lease agreements on a
straight-line basis. The Company's lease agreements generally include provisions for stated annual increases or increases based
on a Consumer Price Index ("CPI"). Rental income from properties under multi-tenant office lease arrangements and rental
income from properties with single-tenant lease arrangements are included in rental income on the Company's Consolidated
Statements of Income.
53 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The components of rental income are as follows:
(Dollars in thousands)
Property operating income
Single-tenant net lease
Straight-line rent
Rental income
Year Ended December 31,
2015
2014
2013
306,550
$
285,304
$
251,403
67,238
9,545
65,252
10,969
51,467
9,452
383,333
$
361,525
$
312,322
$
$
Operating expense recoveries, included in property operating income, were approximately $58.9 million, $53.9 million and
$40.9 million, respectively, for the years ended December 31, 2015, 2014 and 2013.
Additional rent, generally defined in most lease agreements as the cumulative increase in CPI from the lease start date to the
CPI as of the end of the previous year, is calculated as of the beginning of each year, and is then billed and recognized as
income during the year as provided for in the lease. There was no additional rental income for the year ended December 31,
2015. Included in rental income was additional rental income, net of reserves, of approximately $0.7 million for the years
ended December 31, 2014 and 2013.
Mortgage Interest Income
Interest income on the Company’s mortgage notes receivable is recognized based on the interest rates, maturity dates and
amortization periods in accordance with each note agreement. The Company has no outstanding mortgage notes receivable as
of December 31, 2015. However, the Company had one and four fixed rate mortgage notes receivable that were outstanding as
of December 31, 2014 and 2013, respectively, all of which have been repaid prior to December 31, 2015. The Company
amortizes any fees paid related to its mortgage notes receivable to mortgage interest income over the term of the loan on a
straight-line basis which approximates amortization under the effective interest method.
Other Operating Income
Other operating income on the Company’s Consolidated Statements of Income was comprised of the following:
(Dollars in thousands)
Property lease guaranty revenue
Interest income
Management fee income
Other
Year Ended December 31,
2015
2014
$
3,890
$
4,430
$
579
370
208
731
289
215
2013
5,114
457
164
191
$
5,047
$
5,665
$
5,926
Five of the Company’s 198 owned real estate properties as of December 31, 2015 were covered under property operating
agreements between the Company and a sponsoring health system, which contractually obligate the sponsoring health system to
provide to the Company a minimum return on the Company’s investment in the property in exchange for the right to be
involved in the operating decisions of the property, including tenancy. If the minimum return is not achieved through normal
operations of the property, the Company calculates and accrues to property lease guaranty revenue, each quarter, any shortfalls
due from the sponsoring health systems under the terms of the property operating agreement.
Interest income generally relates to interest on tenant improvement reimbursements as defined in each note or lease agreement.
Management fees for property management services provided to third parties are generally calculated, accrued and billed
monthly based on a percentage of cash collections of tenant receivables for the month or a stated amount per square foot.
Management fees related to the Company’s owned properties are eliminated in consolidation.
Federal Income Taxes
No provision has been made for federal income taxes. The Company intends at all times to qualify as a REIT under Sections
856 through 860 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Company must
distribute at least 90% per annum of its real estate investment trust taxable income to its stockholders and meet other
requirements to continue to qualify as a real estate investment trust. See Note 16 for further discussion.
54 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company classifies interest and penalties related to uncertain tax positions, if any, in the Consolidated Financial Statements
as a component of general and administrative expenses. No such amounts were recognized during the three years ended
December 31, 2015.
Federal tax returns for the years 2013, 2014 and 2015 are currently subject to examination by taxing authorities.
State Income Taxes
The Company must pay certain state income taxes and the provisions for such taxes are generally included in general and
administrative expense on the Company’s Consolidated Statements of Income. See Note 17 for further discussion.
Sales and Use Taxes
The Company must pay sales and use taxes to certain state tax authorities based on rents collected from tenants in properties
located in those states. The Company is generally reimbursed for these taxes by the tenant. The Company accounts for the
payments to the taxing authority and subsequent reimbursement from the tenant on a net basis in revenues in the Company’s
Consolidated Statements of Income.
Discontinued Operations
The Company sells properties from time to time due to a variety of factors, including among other things, market conditions or
the exercise of purchase options by tenants. The Company does not expect these dispositions to meet the amended definition of
a discontinued operation as defined in Accounting Standards Update ("ASU") No. 2014-08, "Reporting Discontinued
Operations and Disclosures of Disposals of Components of an Entity." The Company adopted ASU No. 2014-08 on a
prospective basis beginning January 1, 2015. However, if a sale were to meet the amended definition representing a strategic
shift that has or will have a major effect on the Company's operations and financial results, the operating results of the
properties that have been sold or are held for sale will be reported as discontinued operations in the Company’s Consolidated
Statements of Income for all periods presented.
Assets Held for Sale
Long-lived assets held for sale are reported at the lower of their carrying amount or their fair value less cost to sell estimate.
Further, depreciation of these assets ceases at the time the assets are classified as held for sale. Losses resulting from the sale of
such properties are characterized as impairment losses in the Consolidated Statements of Income. See Note 6 for more detail on
discontinued operations and assets held for sale.
Earnings per Share
Basic earnings per common share is calculated using weighted average shares outstanding less issued and outstanding non-
vested shares of common stock. Diluted earnings per common share is calculated using weighted average shares outstanding
plus the dilutive effect of the outstanding stock options from the Employee Stock Purchase Plan and non-vested shares of
common stock using the treasury stock method and the average stock price during the period. See Note 15 for the calculations
of earnings per share.
New Accounting Pronouncements
Accounting Standards Update No. 2015-03
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-03,
"Simplifying the Presentation of Debt Issuance Costs." This standard requires debt issuance costs to be reported in the balance
sheet as a direct reduction from the face amount of the note to which it is directly related. In August 2015, the FASB issued
ASU No. 2015-15, "Interest - Imputation of Interest" which allowed entities to defer and present debt issuance costs related to
line-of-credit arrangements as assets, regardless of whether there are any outstanding borrowings on the line-of-credit
arrangement. This standard is effective for the Company beginning on January 1, 2016 with early adoption permitted, on a
retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-
specific effects of applying the new guidance. Upon transition, the Company is required to comply with the applicable
disclosures for a change in an accounting principle. The Company does not expect the adoption of this standard on January 1,
2016 to have a material impact on the Company's consolidated financial position or cash flows.
Accounting Standards Update No. 2014-08
In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of
Components of an Entity.” This standard changes the requirements for reporting discontinued operations by raising the
threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations, and
certain other disposals that do not meet the definition of a discontinued operation. The standard limits discontinued operations
reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an
entity’s operations and financial results.
55 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
This standard is effective for the Company on a prospective basis for annual periods beginning on January 1, 2015 and interim
periods within that year. Early adoption was permitted but only for disposals (or classifications as held for sale) that had not
been reported in financial statements previously issued. The Company adopted this standard on the effective date of January 1,
2015. The Company's properties that were classified as held for sale as of December 31, 2014 remain in discontinued
operations and the Company's 2015 dispositions did not meet the amended definition of a discontinued operation. The
properties that were reported in discontinued operations as of December 31, 2014 will remain in discontinued operations.
Accounting Standards Update No. 2014-09
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers", a comprehensive new revenue
recognition standard that supersedes most existing revenue recognition guidance, including sales of real estate. This standard's
core principle is that a company will recognize revenue when it transfers goods or services to customers in amounts that reflect
the consideration to which the company expects to be entitled in exchange for those goods and services. However, leasing
contracts, representing the major source of the Company's revenues, are not within the scope of the new standard and will
continue to be accounted for under existing standards.
In August 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606); Deferral of the
Effective Date." This standard is effective for the Company for annual and interim periods beginning after December 15, 2017
with early adoption permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods
within that year. The Company has not yet determined the effects on the Consolidated Financial Statements and related notes
resulting from the adoption of this new standard.
Accounting Standards Update No. 2015-16
In September 2015, the FASB issued ASU No. 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments."
This standard requires adjustments to provisional amounts that are identified during the measurement period after a business
combination to be recognized in the reporting period in which the adjustment amounts are determined. The adjustments
recognized in the current period include the effects on earnings of changes in depreciation, amortization, or other income effects
as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.
This standard is effective for the Company for annual and interim periods beginning on January 1, 2016. The Company does
not expect the adoption of this standard to have a material impact on the Company's consolidated financial impact or cash
flows.
56 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2. Property Investments
The Company invests in healthcare-related properties and mortgages located throughout the United States. The Company
provides management, leasing and development services, and capital for the construction of new facilities, as well as for the
acquisition of existing properties. The Company had investments of approximately $3.4 billion in 198 real estate properties,
mortgages, land held for development and corporate property as of December 31, 2015. The following table summarizes the
Company’s investments.
(Dollars in thousands)
Medical office/outpatient:
Alabama
Arizona
California
Colorado
District of Columbia
Florida
Hawaii
Illinois
Indiana
Iowa
Minnesota
Missouri
North Carolina
Oklahoma
Tennessee
Texas
Virginia
Washington
Other (11 states)
Inpatient:
Arizona
California
Colorado
Missouri
Pennsylvania
Texas
Other:
Indiana
Iowa
Michigan
Tennessee
Virginia
Land Held for Development
Construction in Progress (1)
Corporate Property
Total real estate investments
______
Number of
Facilities
Buildings,
Improvements,and
Lease Intangibles
Land
Personal
Property
Total
Accumulated
Depreciation
4
7
11
10
2
7
3
3
4
6
2
3
16
2
14
43
13
12
14
176
1
1
1
1
4
5
13
1
1
5
1
1
9
—
—
—
—
198
$
650
1,330
31,484
8,257
—
6,873
8,327
6,142
3,358
12,665
2,090
3,797
5,096
7,673
10,353
45,036
3,334
13,217
4,906
174,588
3,641
—
623
1,989
6,555
9,507
22,315
96
—
193
253
1,140
1,682
17,452
—
—
17,452
$216,037
$
$
35,169
61,902
177,589
194,981
31,346
69,113
126,984
50,778
117,262
80,691
34,908
28,278
157,416
101,366
189,052
631,114
185,204
279,360
132,507
2,685,020
12,371
12,688
10,788
109,304
74,634
158,175
377,960
3,662
40,275
12,728
7,213
9,035
72,913
—
19,024
—
19,024
3,154,917
$
$
20
444
189
208
—
106
160
146
—
94
—
7
95
—
298
1,318
139
265
85
3,574
—
—
—
—
—
265
265
32
—
183
408
2
625
—
—
5,490
5,490
9,954
$
35,839
63,676
209,262
203,446
31,346
76,092
135,471
57,066
120,620
93,450
36,998
32,082
162,607
109,039
199,703
677,468
188,677
292,842
137,498
2,863,182
16,012
12,688
11,411
111,293
81,189
167,947
400,540
$
(18,001)
(14,297)
(60,638)
(24,629)
(10,110)
(34,851)
(21,559)
(12,820)
(19,751)
(15,055)
(1,006)
(15,707)
(41,974)
(4,610)
(66,023)
(166,700)
(42,894)
(31,434)
(46,295)
(648,354)
(2,195)
(6,955)
(835)
(6,351)
(40,527)
(29,742)
(86,605)
3,790
40,275
13,104
7,874
10,177
75,220
17,452
19,024
5,490
41,966
$ 3,380,908
(2,593)
(3,588)
(8,776)
(2,452)
(5,477)
(22,886)
(140)
—
(3,941)
(4,081)
$ (761,926)
(1) Construction in progress includes $5.8 million of land.
57 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
3. Real Estate Leases
Real Estate Leases
The Company’s properties are generally leased pursuant to non-cancelable, fixed-term operating leases or are supported
through other financial support arrangements with expiration dates through 2033. Some leases and financial arrangements
provide for fixed rent renewal terms in addition to market rent renewal terms. Some leases provide the lessee, during the term
of the lease and for a short period thereafter, with an option or a right of first refusal to purchase the leased property. The
Company’s portfolio of single-tenant net leases generally requires the lessee to pay minimum rent, additional rent based upon
fixed percentage increases or increases in the Consumer Price Index and all taxes (including property tax), insurance,
maintenance and other operating costs associated with the leased property.
Future minimum lease payments under the non-cancelable operating leases and guaranteed amounts due to the Company under
property operating agreements as of December 31, 2015 are as follows (in thousands):
2016
2017
2018
2019
2020
2021 and thereafter
$
$
302,705
270,636
235,392
194,982
151,440
588,435
1,743,590
Revenue Concentrations
The Company’s real estate portfolio is leased to a diverse tenant base. The Company had one customer, Baylor Scott & White
Health, that accounted for 10% or more of the Company’s consolidated revenues, including revenues from discontinued
operations, for the years ended December 31, 2015, 2014, and 2013 at 10%, 10%, and 11%, respectively.
Purchase Option Provisions
Certain of the Company’s leases include purchase option provisions. The provisions vary by agreement but generally allow the
lessee to purchase the property covered by the agreement at fair market value or an amount equal to the Company’s gross
investment. The Company expects that the purchase price from its purchase options will be greater than its net investment in
the properties at the time of potential exercise by the lessee. The Company had approximately $178.2 million in real estate
properties as of December 31, 2015 that were subject to purchase options that were exercisable or become exercisable during
2016.
58 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
4. Acquisitions, Dispositions and Mortgage Repayments
2015 Real Estate Acquisitions
The Company acquired a 110,679 square foot medical office building in San Jose, California for a purchase price of $39.3
million, including cash consideration of $39.1 million and purchase price credits of $0.2 million. The property is located
adjacent to two hospital campuses, Kaiser Permanente, a 106-bed hospital, and Washington Hospital Healthcare System, a 353-
bed hospital. Upon acquisition, this property was 97% leased, with leases to the two hospitals comprising 59% of the rentable
square feet.
The Company acquired a 35,558 square foot medical office property in Seattle, Washington for a purchase price of $14.0
million, including cash consideration of $4.4 million, a purchase price credit of $0.1 million, and the assumption of debt of $9.5
million (excluding a $0.2 million fair value premium recorded upon acquisition). The mortgage note payable assumed by the
Company bears a contractual annual interest rate of 5.75% and matures on March 3, 2020. The property is located on the
Catholic Health Initiatives campus of Highline Medical Center, a 177-bed general acute care hospital. Upon acquisition, the
property was 93% leased, with leases to the hospital comprising 69% of the rentable square feet.
The Company acquired a 52,813 square foot medical office property in Seattle, Washington for a purchase price of $28.0
million, including cash consideration of $18.4 million, purchase price credits of $0.2 million, and the assumption of debt of
$9.4 million (excluding a $0.3 million fair value premium recorded upon acquisition). The mortgage note payable assumed by
the Company bears a contractual annual interest rate of 5.00% and matures on July 10, 2019. The property is located on the
campus of Providence Health's Swedish Medical Center, a 624-bed acute care hospital. Upon acquisition, the property was
100% leased by one tenant whose lease expires in 2023.
The Company acquired 0.4 acres of land and a 7,672 square foot medical office building in Nashville, Tennessee for a purchase
price and cash consideration of $2.0 million. The Company intends to demolish the existing medical office building and hold
the property for future development.
The Company acquired a 47,508 square foot medical office building in Denver, Colorado for a purchase price of $6.5 million,
including cash consideration of $6.2 million and purchase price credits of $0.3 million. The property is located in close
proximity to Catholic Health Initiatives' St. Anthony Hospital, a 224-bed acute care hospital. Upon acquisition, the building
was 73% leased.
The Company acquired a 33,169 square foot medical office building in Tacoma, Washington for a purchase price of $8.8
million, including cash consideration of $7.5 million and purchase price credits of $1.3 million. The Company recorded an
environmental liability at acquisition that is discussed further in Note 16 to the Consolidated Financial Statements. Upon
acquisition, this property was 100% leased. As part of this transaction, the Company acquired a neighboring 0.3 acre lot and
12,077 square foot vacant office building that the Company intends to demolish and hold for future development. The
buildings are located adjacent to Tacoma General Hospital, a 340-bed hospital owned by MultiCare Health.
The Company acquired a 99,942 square foot medical office building in Oakland, California for a purchase price of $47.0
million, including cash consideration of $43.6 million and purchase price credits of $3.4 million. Upon acquisition, the
property was 97% leased. The building is located on the Sutter Health's Alta Bates Summit Medical Center campus, a 326-bed
acute care hospital.
The Company acquired a 60,437 square foot medical office building in Seattle, Washington for a purchase price of $27.6
million, including cash consideration of $27.7 million and purchase price adjustments of $0.1 million. Upon acquisition, the
property was 100% leased. The building is located on the UW Medicine's Northwest Hospital and Medical Center campus, a
281-bed general medical and surgical hospital.
The Company exercised its purchase right to acquire 1.15 acres of land associated with its medical office building in Virginia
Beach, Virginia for a purchase price and cash consideration of $0.9 million.
The Company acquired a 64,143 square foot medical office building in Minneapolis, Minnesota for a purchase price of $16.0
million, including cash consideration of $6.6 million, purchase price adjustments of $0.1 million, and the assumption of debt of
$9.5 million (excluding a $0.1 million fair value discount recorded upon acquisition). The mortgage note payable assumed by
the Company bears a contractual annual interest rate of 4.15% and matures September 1, 2024. Upon acquisition, the property
was 92% leased. The building is connected to Allina Health's Unity Hospital, a 220-bed general acute care hospital.
59 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table details the Company's acquisitions for the twelve months ended December 31, 2015:
(Dollars in millions)
Real estate acquisitions
Date
Acquired
Purchase
Price
Purchase
Price
Adjustments
/ (Credits)
Mortgage
Notes Payable
Assumed (1)
Cash
Consideration (2)
Real
Estate
Other (3)
Square
Footage
California
Washington
Washington
Colorado
Washington
California
Washington
Minnesota
1/15/15
$
39.3
$
(0.2) $
— $
39.1
$
39.2
$ (0.1)
110,679
6/26/15
9/1/15
9/14/15
10/23/15
11/3/15
11/18/15
12/18/15
14.0
28.0
6.5
8.8
47.0
27.6
16.0
(0.1)
(0.2)
(0.3)
(1.3)
(3.4)
0.1
0.1
(9.5)
(9.4)
—
—
—
—
(9.5)
4.4
18.4
6.2
7.5
43.6
27.7
6.6
13.8
27.8
6.3
8.6
44.2
27.6
16.0
0.1
—
(0.1)
(1.1)
(0.6)
0.1
0.1
35,558
52,813
47,508
33,169
99,942
60,437
64,143
Total real estate acquisitions
$ 187.2
$
(5.3) $
(28.4) $
153.5
$
183.5
$ (1.6)
504,249
Land acquisitions
2.9
—
—
2.9
2.9
—
—
$ 190.1
$
(5.3) $
(28.4) $
156.4
$
186.4
$ (1.6)
504,249
______
(1) The mortgage notes payable assumed in the acquisitions do not reflect the fair value adjustments totaling $0.4 million
recorded by the Company upon acquisition (included in Other).
(2) Cash consideration excludes prorations of revenue and expense due to/from seller at the time of the acquisition.
(3) Includes assets acquired, liabilities assumed, intangibles recognized at acquisition and fair value adjustments on debt
assumed.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the real estate
acquisitions for 2015 as of the acquisition date:
Building
Land
Intangibles:
At-market lease intangibles
Above-market lease intangibles
Below-market lease intangibles
Below-market ground lease intangibles
Total intangibles
Mortgage notes payable assumed, including fair value adjustments
Other assets acquired
Accounts payable, accrued liabilities and other liabilities assumed
Total cash paid
Estimated Fair Value
Estimated Useful Life
(In millions)
(In years)
25.0-35.0
—
1.9-7.9
0.9-4.9
1.3-8.3
46.3-78.5
$
$
153.1
20.3
10.1
0.1
(0.5)
0.9
10.6
(28.8)
0.5
(2.2)
153.5
60 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2014 Real Estate Acquisitions
The Company acquired a 152,655 square foot multi-tenanted office building in Iowa in which the Company acquired ownership
in satisfaction of a $40.0 million mortgage note receivable that matured on January 10, 2014. The cash flows from the
operations of the property were sufficient to pay the Company interest from the maturity date through the date of the transfer of
ownership to the Company at the 7.7% fixed interest rate plus an additional 3% of interest for the default interest rate. The
Company has accounted for this transaction as a business combination and recorded the acquisition of the property at its
estimated fair value based primarily on level three inputs. Upon acquisition, the property was 93% leased with expirations
through 2023.
The Company acquired a 200,000 square foot medical office building in Oklahoma for a purchase price of approximately $85.4
million that was 100% leased to Mercy Health, based in Missouri, through 2028 under a single-tenant net lease. The Company
funded the development of the facility through a construction mortgage loan of approximately $81.2 million prior to
acquisition. Upon purchase the construction mortgage loan was eliminated in the Company's Consolidated Financial
Statements. At the closing of the purchase, the outstanding loan balance was credited to the purchase price and the Company
paid an additional $4.2 million, including cash consideration of $4.1 million and purchase price credits of $0.1 million.
Subsequent to the purchase, the Company funded an additional $5.8 million to complete the $91.2 million development.
The Company acquired 56.9% of a medical office building equating to 48,048 square feet and related land in Texas through an
equity interest in a limited liability company for a purchase price of $8.7 million, including purchase price adjustments of $0.1
million and cash consideration of $8.8 million. Based on the nature of the transaction, the Company has accounted for the
acquisition as an asset acquisition and has recorded the amounts in real estate assets on the Company's Consolidated Balance
Sheet. Upon acquisition, the property was 95% leased with expirations through 2024. The building is adjacent to Ascension
Health's Seton Medical Center, a 534-bed hospital.
The Company acquired a 35,292 square foot medical office building located in North Carolina for a purchase price and cash
consideration of $6.5 million. Upon acquisition, the property was 100% leased with expirations through 2024. The building is
adjacent to Carolinas HealthCare System's Wesley Long Hospital, a 175-bed hospital.
The Company acquired a 60,476 square foot medical office building located in Minnesota for a purchase price of $19.8 million
including cash consideration of $9.2 million, purchase price adjustments of $0.8 million, and the assumption of debt of $11.4
million (excluding a $1.0 million fair value premium recorded upon acquisition). The mortgage notes payable assumed by the
Company bear a weighted average contractual interest rate of 6.67% with maturities from 2017 to 2040. The property was
constructed in 2010 and, upon acquisition, was 100% leased with expirations through 2025. The building is connected to Unity
Hospital, a 220-bed hospital operated by Allina Health.
The Company acquired a 47,962 square foot medical office building located in Florida for a purchase price of $7.9 million,
including cash consideration of $7.8 million and purchase price credits of $0.1 million. Upon acquisition, the property was
89% leased with expirations through 2019. The building is adjacent to Tampa General Hospital, a 1,018-bed hospital.
The Company acquired a 68,860 square foot medical office building in Oklahoma for a purchase price of $17.5 million,
including cash consideration of $10.8 million, purchase price adjustments of $0.1 million, and the assumption of debt of $6.8
million (excluding a $0.4 million fair value premium recorded upon acquisition). The mortgage note payable assumed by the
Company bears a contractual interest rate of 6.1% and matures on August 1, 2020. Upon acquisition, the property was 97%
leased with expirations through 2027. The building is located on the Norman Regional Healthplex campus, a 152-bed hospital.
The Company acquired a 60,161 square foot medical office building in Washington for a purchase price and cash consideration
of $22.7 million. Upon acquisition, the property was 98% leased with expirations through 2021 and is located on the Catholic
Health Initiatives' Highline Medical Center campus, a 177-bed hospital.
61 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table details the Company's acquisitions for the twelve months ended December 31, 2014:
(Dollars in millions)
Real estate acquisitions
Date
Acquired
Purchase
Price
Purchase
Price
Adjustments
/(Credits)
Elimination
of
Mortgage
Notes
Receivable
Mortgage
Notes
Payable
Assumed (1)
Cash
Consideration (2)
Real
Estate Other (3)
Square
Footage
3/28/14
$ — $
0.2
$
(40.0) $
— $
— $ 40.2
$ (0.4)
152,655
Iowa
Oklahoma
Texas
North Carolina
Minnesota
Florida
5/22/14
6/4/14
6/6/14
7/28/14
9/16/14
Oklahoma
10/29/14
Washington
22.7
Total real estate acquisitions $ 168.5
12/1/14
85.4
8.7
6.5
19.8
7.9
17.5
(0.1)
(81.2)
0.1
—
0.8
(0.1)
0.1
—
—
—
—
—
—
—
—
—
—
(11.4)
—
(6.8)
—
$
1.0
$ (121.2) $
(18.2) $
4.1
8.8
6.5
9.2
7.8
10.8
22.7
69.9
85.4
(0.1)
200,000
8.8
6.5
20.9
7.9
17.9
18.9
—
—
(0.3)
(0.1)
(0.3)
3.8
48,048
35,292
60,476
47,962
68,860
60,161
$ 206.5
$ 2.6
673,454
______
(1) The mortgage notes payable assumed in the acquisitions do not reflect the fair value adjustments totaling $1.4 million
recorded by the Company upon acquisition (included in Other).
(2) Cash consideration excludes non-real estate assets acquired and liabilities assumed in the acquisitions.
(3) Includes intangibles recognized at acquisition and fair value adjustments on debt assumed.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the real estate
acquisitions for 2014 as of the acquisition date:
Building
Land
Intangibles:
At-market lease intangibles
Below-market lease intangibles
Above-market ground lease intangibles
Below-market ground lease intangibles
Total intangibles
Mortgage notes payable assumed, including fair value adjustments
Foreclosed mortgage note receivable
Elimination of mortgage note receivable upon acquisition
Other assets acquired
Accounts payable, accrued liabilities and other liabilities assumed
Cash acquired
Total cash paid
Estimated Fair Value
Estimated Useful Life
(In millions)
(In years)
11.5-39.0
—
4.8-13.9
3.8-6.5
91.3
63.7
$
$
181.7
12.7
12.1
(0.4)
(0.1)
3.8
15.4
(19.6)
(40.0)
(81.2)
3.0
(2.3)
0.2
69.9
2014 Noncontrolling Interest Purchase
In April 2014, the Company purchased the outstanding 40% noncontrolling equity interest in a consolidated partnership that
owns a medical office building and parking garage in Texas, which were developed by the partnership, for an aggregate
purchase price and cash consideration of $8.2 million. The book value of the noncontrolling interest prior to the equity
purchase was $1.6 million. The remaining $6.6 million was recorded as a decrease to additional paid-in capital on the
Company's Consolidated Balance Sheets. The Company held a term loan that was secured by the property and was payable
from the partnership. Upon acquisition of the noncontrolling interest, the term loan, which was previously eliminated in the
Company's Consolidated Financial Statements, was extinguished.
62 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2015 Real Estate Asset Dispositions
The Company disposed of an off-campus, 5,323 square foot building located in Virginia in which the Company had a $0.3
million net investment. The sales price and cash proceeds were approximately $1.0 million. The Company recognized a $0.7
million gain on the disposal of this property.
The Company disposed of an on-campus, 58,474 square foot medical office building and a 117,525 square foot surgical facility,
located in Indiana, in which the Company had an aggregate net investment of $50.5 million. The sales price for the buildings
was approximately $97.0 million comprised of net cash proceeds of $93.3 million, closing costs of approximately $0.6 million,
and a tenant improvement allowance credit of $3.1 million. The Company recognized a $40.9 million gain on the disposal, net
of straight-line rent receivables and other assets.
The Company disposed of an on-campus, 63,914 square foot medical office building located in Pennsylvania pursuant to an
exercised purchase option. The property was previously classified as held for sale, and the Company had a $7.4 million net
investment. The sales price and net cash proceeds were approximately $18.4 million. The Company recognized a $10.6
million gain upon the disposal of this property, net of straight-line rent receivables and other assets.
The Company disposed of an on-campus, 119,903 square foot medical office building located in Florida, in which the Company
had a net investment of $10.5 million. The sales price for the building was approximately $16.3 million comprised of net cash
proceeds of $15.8 million and closing costs of approximately $0.5 million. The Company recognized a $5.1 million gain upon
the disposal of this property, net of straight-line rent receivables and other assets.
The Company disposed of an on-campus, 40,782 square foot medical office building located in Arizona, in which the Company
had a net investment of $2.0 million. The sales price and cash proceeds were approximately $3.0 million. The Company
recognized a $0.8 million gain on the disposal, net of straight-line receivables and other assets.
The Company disposed of an off-campus, 13,478 square foot medical office building located in Missouri, in which the
Company had a net investment of $2.9 million. The sales price for the building was approximately $3.0 million comprised of
net cash proceeds of $2.8 million and tenant improvement credits of $0.2 million. The Company recorded a $0.3 million
impairment on the disposal, net of straight-line rent receivables and other assets.
The Company disposed of an off-campus, 56,645 square foot medical office building located in Arizona, in which the Company
had a net investment of $4.9 million, including the impact of impairment charges recorded prior to the sale of approximately
$3.3 million. The sales price for the building was approximately $5.3 million comprised of net cash proceeds of $5.0 million
and closing costs of approximately $0.3 million. The Company recognized a $0.1 million gain upon the disposal of this
property.
The Company disposed of an on-campus, 58,030 square foot medical office building located in Georgia, in which the Company
had a net investment of $4.4 million. The sales price for the building was approximately $14.0 million comprised of net cash
proceeds of $13.8 million and closing costs of approximately $0.2 million. The Company recorded a $9.0 million gain upon
the disposal of this property.
2015 Company-Financed Mortgage Notes
During 2015, one Company-financed mortgage notes receivable totaling $1.9 million was repaid.
63 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
A summary of the Company's 2015 dispositions are as follows:
(Dollars in millions)
Real estate dispositions
Date
Disposed
Sales
Price
Closing
Adjustments
Company-
financed
Mortgage
Notes
Net
Proceeds
Net Real
Estate
Investment
Other
(including
receivables)
Gain/
(Impairment)
Square
Footage
Virginia
Indiana (1)
Pennsylvania (2)
Florida
Arizona
Missouri
Arizona
Georgia
Total dispositions
Mortgage note repayments
05/21/15
$
1.0
$
— $
— $
1.0
$
0.3
$
— $
06/30/15
07/17/15
09/16/15
09/25/15
09/30/15
11/05/15
12/14/15
97.0
18.4
16.3
3.0
3.0
5.3
14.0
158.0
—
(3.7)
—
(0.5)
—
(0.2)
(0.3)
(0.2)
(4.9)
—
$ 158.0
$
(4.9) $
—
—
—
—
—
—
—
—
1.9
1.9
93.3
18.4
15.8
3.0
2.8
5.0
13.8
153.1
1.9
50.5
7.4
10.5
2.0
2.9
4.9
4.4
82.9
—
1.9
0.4
0.2
0.2
0.2
—
0.4
3.3
—
0.7
40.9
10.6
5.1
0.8
5,323
175,999
63,914
119,903
40,782
(0.3)
13,478
0.1
9.0
56,645
58,030
66.9
534,074
—
—
$ 155.0
$
82.9
$
3.3
$
66.9
534,074
______
(1) Includes two properties.
(2) Previously included in assets held for sale.
2014 Real Estate Asset Dispositions
The Company disposed of a 52,608 square foot off-campus, medical office building located in Florida in which the Company
had a $1.7 million net investment, including the impact of impairment charges recorded prior to the sale of approximately $3.3
million. The sales price was $1.8 million, comprised of $1.7 million in net cash proceeds and closing costs of $0.1 million.
This property was previously classified as held for sale.
The Company disposed of a 58,365 square foot off-campus, medical office building located in Texas in which the Company had
a $4.1 million net investment, including the impact of impairment charges recorded prior to the sale of approximately $2.6
million. The sales price was $4.4 million, comprised of $4.2 million in net cash proceeds and closing costs of $0.2 million.
This property was previously classified as held for sale.
The Company disposed of a 31,026 square foot on-campus, medical office building located in Nevada in which the Company
had a $4.9 million net investment. The sales price was approximately $2.3 million, comprised of net cash proceeds of
approximately $0.2 million, a seller-financed mortgage note of $1.9 million, and closing costs of $0.2 million. The Company
recognized a $2.8 million impairment on the disposal of this property that was not previously classified as held for sale.
The Company disposed of two off-campus medical office buildings in Tennessee, totaling 32,204 square feet, in which the
Company had an aggregate net investment of $3.2 million. The sales price for the buildings was approximately $3.1 million
comprised of net cash proceeds of $2.9 million and closing costs of approximately $0.2 million. The Company recognized a
$0.4 million impairment on the disposal, net of straight-line rent receivables which were written off. These properties were not
previously classified as held for sale.
The Company disposed of two off-campus medical office buildings in Texas, totaling 166,167 square feet, in which the
Company had an aggregate net investment $12.1 million. The sales price and net cash proceeds for the buildings was
approximately $21.5 million. The Company recognized a $9.2 million gain on the disposal, net of straight-line rent receivables
which were written off. These properties were not previously classified as held for sale.
The Company disposed of a 26,166 square foot off-campus, medical office building located in Missouri in which the Company
had a $1.4 million net investment, including a $3.1 million impairment charge recorded in the second quarter of 2014 as a result
of the pending sale. The sales price and net cash proceeds for the building was approximately $1.3 million. The Company
recognized a $0.2 million impairment on the disposal, net of straight-line rent receivables which were written off. This property
was previously classified as held for sale.
64 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company disposed of a 110,000 square foot off-campus, medical office building located in Illinois in which the Company
had a $0.8 million net investment, including the impact of impairment charges prior to the sale of $5.6 million. The sales price
and net cash proceeds for the building was approximately $0.5 million and the Company recognized a $0.3 million impairment
on the disposal. This property was previously classified as held for sale.
2014 Company-Financed Mortgage Notes
During 2014, the Company originated an $1.9 million seller-financed mortgage note receivable with the purchaser of a medical
office building located in Nevada. See "2014 Real Estate Asset Dispositions" above for more information. This mortgage note
receivable was repaid in September 2015.
Also during 2014, two Company-financed mortgage notes receivable totaling $4.9 million were repaid.
A summary of the Company's 2014 dispositions are as follows:
Sales
Price
Closing
Adjustments
Company-
financed
Mortgage
Notes
Net
Proceeds
Net Real
Estate
Investment
Other
(including
receivables)
Gain/
(Impairment)
Square
Footage
4/11/14 $
$
(0.1) $
— $
Date
Disposed
(Dollars in millions)
Real estate dispositions
Florida (1)
Texas (1)
4/23/14
Nevada
Tennessee (2)
Texas (2)
Missouri (1)
Illinois (1)
9/12/14
11/14/14
11/25/14
12/18/14
12/29/14
Total dispositions
Mortgage note repayments
1.8
4.4
2.3
3.1
21.5
1.3
0.5
34.9
—
$ 34.9
$
(0.7) $
______
(1) Previously included in assets held for sale.
(2) Includes two properties.
(0.2)
(0.2)
(0.2)
—
—
—
(0.7)
—
$
1.7
4.2
0.2
2.9
21.5
1.3
0.5
32.3
4.9
1.7
4.1
4.9
3.2
12.1
1.4
0.8
28.2
—
$
— $
0.1
—
0.1
0.2
0.1
—
0.5
—
$ 37.2
$
28.2
$
0.5
$
—
(1.9)
—
—
—
—
(1.9)
4.9
3.0
—
—
(2.8)
(0.4)
52,608
58,365
31,026
32,204
9.2
166,167
(0.2)
26,166
(0.3)
110,000
5.5
—
5.5
476,536
—
476,536
5. Mortgage Notes Receivable
The Company had no mortgage notes receivable outstanding as of December 31, 2015. The Company had one mortgage note
receivable outstanding as of December 31, 2014 with a principal balance totaling $1.9 million which was repaid during 2015.
The Company’s mortgage note receivable was classified as held-for-investment based on management’s intent and ability to
hold the loans until maturity. As such, the loan was carried at amortized cost. A summary of the Company’s mortgage notes
receivable for the years ended December 31, 2015 and 2014 is shown in the table below:
State
Property Type (1)
Face Amount
Interest Rate
Maturity Date
2015
2014
(dollars in thousands)
Nevada
MOB
$
1,900
6.50%
09/30/17
Total mortgage notes receivable
______
(1) MOB - Medical office building.
$
$
— $
— $
1,900
1,900
Balance as of December 31,
65 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Construction Mortgage Note Fundings
In May 2014, the Company acquired a medical office building in Oklahoma for $85.4 million, including the elimination of the
construction mortgage note receivable totaling $81.2 million and cash consideration of approximately $4.1 million. The
building is 100% leased to Mercy Health. The Company provided $1.2 million in fundings toward the facility under a
construction mortgage note during 2014. See Note 4 for details regarding the Company's acquisition.
6. Discontinued Operations
The Company adopted Accounting Standards Update No. 2014-08, “Reporting Discontinued Operations and Disclosures of
Disposals of Components of an Entity” ("ASU 2014-08") on January 1, 2015. As of December 31, 2015, the Company had one
property remaining in assets held for sale that was classified as discontinued operations prior to the adoption of ASU 2014-08.
This property will be included in discontinued operations on the Company's Consolidated Statements of Income until such time
that the Company sells the asset. None of the Company's 2015 dispositions represented a strategic shift that had or will have a
major effect on the Company's operations and financial results. Therefore, the 2015 dispositions were not classified as
discontinued operations.
Assets and liabilities of properties sold or classified as held for sale are separately identified on the Company’s Consolidated
Balance Sheets in the current period. As of December 31, 2015 and 2014, the Company had one and two properties,
respectively, classified as held for sale.
The table below reflects the assets and liabilities of the properties classified as held for sale and discontinued operations as of
December 31, 2015 and 2014.
(Dollars in thousands)
Balance Sheet data (as of the period ended):
Land
Buildings, improvements and lease intangibles
Personal property
Accumulated depreciation
Assets held for sale, net
Other assets, net (including receivables)
Assets of discontinued operations, net
Assets held for sale and discontinued operations, net
Accounts payable and accrued liabilities
Other liabilities
Liabilities of discontinued operations
$
$
$
$
December 31,
2015
422
$
1,350
—
1,772
(1,070)
702
22
22
724
28
5
$
$
33
$
2014
422
12,822
13
13,257
(4,464)
8,793
353
353
9,146
86
286
372
66 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The table below reflects the results of operations of the properties included in discontinued operations on the Company’s
Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013.
(Dollars in thousands, except per share data)
Statements of Income data:
Revenues (1)
Rental income
Other operating
Expenses (2)
Property operating
General and administrative
Depreciation
Amortization
Bad debt, net of recoveries
Other Income (Expense) (3)
Loss on extinguishment of debt
Interest expense
Interest and other income, net
Income from Discontinued Operations
Impairments (4)
Gain on sales of real estate properties (5)
Income (Loss) from Discontinued Operations
Income (Loss) from Discontinued Operations per
Common Share - Basic
Income (Loss) from Discontinued Operations per
Common Share - Diluted
Year Ended December 31,
2015
2014
2013
$
752
—
752
58
—
—
—
(1)
57
—
—
20
20
715
(686)
10,571
10,600
0.11
0.11
$
$
$
$
5,660
4
5,664
3,126
19
1,551
—
3
4,699
—
—
2
2
967
(12,029)
9,283
(1,779) $
(0.02) $
(0.02) $
14,202
9
14,211
4,830
26
3,794
63
13
8,726
(270)
(40)
71
(239)
5,246
(9,889)
24,718
20,075
0.22
0.22
$
$
$
$
______
(1) Total revenues for the years ended December 31, 2015, 2014 and 2013 included $0.8 million, $5.7 million and $14.0
million, respectively, related to properties sold; and $0.2 million related to one property held for sale as of December 31,
2013.
(2) Total expenses for the years ended December 31, 2015, 2014 and 2013 included $0.1 million, $4.7 million and $8.7
million, respectively, related to properties sold.
(3) Other income (expense) for the years ended December 31, 2015, 2014, and 2013 included income (expense) related to
(4)
properties sold.
Impairments for the year ended December 31, 2015 included $0.7 million related to one property held for sale.
December 31, 2014 included $3.7 million related to the sale of three properties and $8.3 million on four properties,
classified as held for sale and subsequently sold in 2015; December 31, 2013 included the following: $3.3 million related
to the sale of a land parcel; $0.4 million related to two properties classified as held for sale and subsequently sold for a
gain in 2014; and $6.2 million related to three properties held for sale.
(5) Gain on sales of real estate properties for the years ended December 31, 2015, 2014 and 2013 included gains on the sale
of one, three, and 12 properties, respectively.
7. Impairment Charges
An asset is impaired when undiscounted cash flows expected to be generated by the asset are less than the carrying value of the
asset. The Company must assess the potential for impairment of its long-lived assets, including real estate properties, whenever
events occur or there is a change in circumstances, such as the sale of a property or the decision to sell a property, that indicate
that the recorded value might not be fully recoverable.
The Company recorded impairment charges on two properties sold, included in continuing operations, for the year ended
December 31, 2015 totaling $3.6 million. The Company recorded impairment charges on properties sold or classified as held
for sale, included in discontinued operations, for the years ended December 31, 2015, 2014 and 2013 totaling $0.7 million,
67 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
$12.0 million and $9.9 million, respectively. Both level 1 and level 3 fair value techniques were used to derive these
impairment charges. These impairment charges are discussed in more detail in Note 4.
8. Other Assets
Other assets consist primarily of straight-line rent receivables, prepaids, intangible assets, deferred financing costs and
receivables. Items included in "Other assets, net" on the Company’s Consolidated Balance Sheets as of December 31, 2015 and
2014 are detailed in the table below:
(Dollars in millions)
Prepaid assets
Straight-line rent receivables
Above-market intangible assets, net
Additional long-lived assets, net
Ground lease modification, net
Accounts receivable
Allowance for uncollectible accounts
Deferred financing costs, net
Goodwill
Customer relationship intangible assets, net
Other
Ground Lease Modification, net
$
December 31,
$
2015
63.6
60.4
17.3
14.8
11.2
8.8
(0.2)
8.7
3.5
1.9
2.9
2014
61.4
52.6
17.3
14.4
11.7
8.7
(0.5)
9.9
3.5
1.9
4.4
$
192.9
$
185.3
In May 2014, the Company modified the ground leases and property operating agreements of five on-campus medical office
buildings, totaling 424,000 square feet, associated with the sponsoring health system. The Company paid the health system
$12.0 million to modify these agreements and eliminate exercisable purchase options that would have resulted in a purchase
price below estimated fair market value. This modification payment will be amortized over the remaining estimated useful life
of the buildings on a straight-line basis.
9. Intangible Assets and Liabilities
The Company has several types of intangible assets and liabilities included in its Consolidated Balance Sheets, including
goodwill, deferred financing costs, above-, below-, and at-market lease intangibles, and customer relationship intangibles. The
Company’s intangible assets and liabilities as of December 31, 2015 and 2014 consisted of the following:
(Dollars in millions)
Goodwill
Deferred financing costs
Above-market lease intangibles
Customer relationship intangibles
Below-market lease intangibles
At-market lease intangibles
Gross Balance at
December 31,
2015
$ 3.5
17.1
21.8
2.6
(7.9)
78.9
$116.0
$
2014
3.5
17.6
20.9
2.6
(7.6)
75.6
$112.6
Accumulated
Amortization
at December 31,
2015
2014
$ — $ —
7.7
3.6
0.7
(3.0)
31.8
$ 40.8
8.4
4.5
0.7
(3.7)
35.0
$ 44.9
Weighted
Avg.
Remaining
Life
(Years)
N/A
5.4
53.8
27.6
13.9
6.4
17.8
Balance Sheet
Classification
Other assets
Other assets
Other assets
Other assets
Other liabilities
Real estate properties
68 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table represents expected amortization of the Company’s intangible assets and liabilities in place as of
December 31, 2015:
(Dollars in millions)
Future Amortization of Intangibles, net
2016
2017
2018
2019
2020
$
$
$
$
$
13.3
10.4
8.0
6.2
4.5
10. Notes and Bonds Payable
The table below details the Company’s notes and bonds payable.
(Dollars in thousands)
Unsecured Credit Facility
December 31,
2015
2014
$ 206,000
$
85,000
Unsecured Term Loan Facility
200,000
200,000
Maturity
Dates
4/17
2/19
Contractual
Interest Rates
Principal
Payments
LIBOR + 1.15% At maturity
LIBOR + 1.20% At maturity
Interest
Payments
Quarterly
Quarterly
Senior Notes due 2017, net of
discount
Senior Notes due 2021, net of
discount
Senior Notes due 2023, net of
discount
Senior Notes due 2025, net of
discount
Mortgage notes payable, net of
discounts and including premiums
—
299,308
—
6.50% At maturity
Semi-Annual
398,168
397,864
248,435
248,253
249,804
—
1/21
4/23
5/25
5.75% At maturity
Semi-Annual
3.75% At maturity
Semi-Annual
3.88% At maturity
Semi-Annual
129,087
173,267 4/16-5/40
4.15%-7.63%
Monthly
Monthly
$ 1,431,494
$ 1,403,692
The Company’s various debt agreements contain certain representations, warranties, and financial and other covenants
customary in such loan agreements. Among other things, these provisions require the Company to maintain certain financial
ratios and minimum tangible net worth and impose certain limits on the Company’s ability to incur indebtedness and create
liens or encumbrances. As of December 31, 2015, the Company was in compliance with its financial covenant provisions under
its various debt instruments.
Unsecured Credit Facility due 2017
On October 14, 2011, the Company entered into a $700.0 million unsecured credit facility ("Unsecured Credit Facility") with a
syndicate of 17 lenders. On February 15, 2013, the Company amended the facility to extend the original maturity date to April
14, 2017. The amendment also provides the Company with two six-month extension options that could extend the maturity date
to April 14, 2018. Each option is subject to an extension fee of 0.075% of the aggregate commitments. Amounts outstanding
under the Unsecured Credit Facility bear interest at LIBOR plus an applicable margin rate. The margin rate, which depends on
the Company's credit ratings, ranges from 0.95% to 1.75% (1.15% as of December 31, 2015). In addition, the Company pays a
facility fee per annum on the aggregate amount of commitments ranging from 0.15% to 0.35% (0.20% as of December 31,
2015). In connection with the amendment, the Company paid up-front fees to the lenders of approximately $2.7 million, which
will be amortized over the term of the facility. The Company wrote-off certain unamortized deferred financing costs of the
original facility of approximately $0.3 million upon execution of the amendment. In September 2015, the Company received a
credit rating upgrade. This upgrade, coupled with another upgrade that the Company received earlier in the year, resulted in a
decrease in the spread over LIBOR on outstanding borrowings on the Unsecured Credit Facility (decreasing from 1.45% to
1.20%). As of December 31, 2015, the Company had $206.0 million outstanding under the Unsecured Credit Facility with a
weighted average interest rate of approximately 1.6% and a remaining borrowing capacity of approximately $494.0 million.
69 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Unsecured Term Loan Facility due 2019
In February 2014, the Company entered into a $200.0 million unsecured term loan facility ("Unsecured Term Loan due 2019")
with a syndicate of nine lenders that matures on February 26, 2019. The Unsecured Term Loan due 2019 bears interest at a rate
equal to (x) LIBOR plus (y) a margin ranging from 1.00% to 1.95% (1.20% as of December 31, 2015) based upon the
Company's unsecured debt ratings. Payments under the Unsecured Term Loan due 2019 are interest only, with the full amount
of the principal due at maturity. The Unsecured Term Loan due 2019 may be prepaid at any time, without penalty. The
proceeds from the Unsecured Term Loan due 2019 were used by the Company to repay borrowings on its Unsecured Credit
Facility. The Unsecured Term Loan due 2019 has various financial covenant provisions that are required to be met on a
quarterly and annual basis that are equivalent to those of the Unsecured Credit Facility. In September 2015, the Company
received a credit rating upgrade. This upgrade, coupled with another upgrade that the Company received earlier in the year,
resulted in a decrease in the spread over LIBOR on outstanding borrowings on the Unsecured Credit Facility (decreasing from
1.40% to 1.15%). As of December 31, 2015, the Company had $200.0 million outstanding under the Unsecured Term Loan due
2019 with a weighted average interest rate of approximately 1.6%.
Senior Notes due 2017 Redemption
On May 15, 2015, the Company redeemed its unsecured senior notes due 2017 (the "Senior Notes due 2017") at a redemption
price equal to an aggregate of $333.2 million, consisting of outstanding principal of $300.0 million, accrued interest of $6.4
million, and a "make-whole" amount of approximately $26.8 million for the early extinguishment of debt. The unaccreted
discount and unamortized costs on these notes of $1.2 million was written off upon redemption. The Company recognized a
loss on early extinguishment of debt of approximately $28.0 million related to this redemption.
The following table reconciles the balance of the Senior Notes due 2017 on the Company’s Consolidated Balance Sheets as of
December 31, 2015 and 2014:
(Dollars in thousands)
Senior Notes due 2017 face value
Unaccreted discount
Senior Notes due 2017 carrying amount
$
$
December 31,
2015
— $
—
— $
2014
300,000
(692)
299,308
Senior Notes due 2021
On December 13, 2010, the Company issued $400.0 million of unsecured senior notes due 2021 (the "Senior Notes due 2021")
in a registered public offering. The Senior Notes due 2021 bear interest at 5.75%, payable semi-annually on January 15 and
July 15, and are due on January 15, 2021, unless redeemed earlier by the Company. The notes were issued at a discount of
approximately $3.2 million, which yielded a 5.855% interest rate per annum upon issuance. For each of the years ended
December 31, 2015, 2014 and 2013, the Company amortized approximately $0.3 million of the discount which is included in
interest expense on the Company’s Consolidated Statement of Income. The following table reconciles the balance of the Senior
Notes due 2021 on the Company’s Consolidated Balance Sheets as of December 31, 2015 and 2014:
(Dollars in thousands)
Senior Notes due 2021 face value
Unaccreted discount
Senior Notes due 2021 carrying amount
December 31,
2015
400,000
$
(1,832)
398,168
$
2014
400,000
(2,136)
397,864
$
$
70 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Senior Notes due 2023
On March 26, 2013, the Company issued $250.0 million of unsecured senior notes due 2023 (the "Senior Notes due 2023") in a
registered public offering. The Senior Notes due 2023 bear interest at 3.75%, payable semi-annually on April 15 and
October 15, beginning October 15, 2013, and are due on April 15, 2023, unless redeemed earlier by the Company. The notes
were issued at a discount of approximately $2.1 million, which yielded a 3.849% interest rate per annum upon issuance. For the
years ended December 31, 2015, 2014 and 2013, the Company amortized approximately $0.2 million, $0.2 million and $0.1
million, respectively, of the discount which is included in interest expense on the Company’s Consolidated Statement of
Income. The following table reconciles the balance of the Senior Notes due 2023 on the Company’s Consolidated Balance
Sheets as of December 31, 2015 and 2014:
(Dollars in thousands)
Senior Notes due 2023 face value
Unaccreted discount
Senior Notes due 2023 carrying amount
December 31,
2015
250,000
$
(1,565)
248,435
$
2014
250,000
(1,747)
248,253
$
$
Senior Notes due 2025
On April 24, 2015, the Company issued $250.0 million of unsecured senior notes due 2025 (the "Senior Notes due 2025") in a
registered public offering. The Senior Notes due 2025 bear interest at 3.875%, payable semi-annually on May 1 and
November 1, beginning November 1, 2015, and are due on May 1, 2025, unless redeemed earlier by the Company. The notes
were issued at a discount of approximately $0.2 million, which yielded a 3.885% interest rate per annum upon issuance. The
Company incurred approximately $2.3 million in debt issuance costs that are included in Other assets, which will be amortized
to maturity. Concurrent with this transaction, the Company settled four forward starting swap agreements for $1.7 million. The
Senior Notes due 2025 have various financial covenants that are required to be met on a quarterly and annual basis. The
following table reconciles the balance of the Senior Notes due 2023 on the Company’s Consolidated Balance Sheets as of
December 31, 2015 and 2014:
(Dollars in thousands)
Senior Notes due 2025 face value
Unaccreted discount
Senior Notes due 2025 carrying amount
December 31,
2015
250,000
$
(196)
249,804
$
$
$
2014
—
—
—
Mortgage Notes Payable
The following table reconciles the Company’s aggregate mortgage notes principal balance with the Company’s Consolidated
Balance Sheets as of December 31, 2015 and 2014. For the years ended December 31, 2015, 2014 and 2013, the Company
amortized approximately $0.8 million, $1.1 million and $1.2 million of the discount and $1.0 million, $1.0 million, and $0.7
million of the premium, respectively, on the mortgage notes payable which is included in interest expense on the Company’s
Consolidated Statements of Income.
(Dollars in thousands)
Mortgage notes payable principal balance
Unamortized premium
Unaccreted discount
Mortgage notes payable carrying amount
December 31,
2015
128,161
2,705
(1,779)
129,087
$
$
2014
172,530
3,205
(2,468)
173,267
$
$
71 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table details the Company’s mortgage notes payable, with related collateral.
Maturity
Date
Collateral
(25)
Principal and Interest
Payments (23)
2015
2015
Investment in
Collateral at
December 31,
Balance at December
31,
(Dollars in millions)
Commercial Bank (1)
Commercial Bank (2)
Life Insurance Co. (3)
Investment Co. (4)
Life Insurance Co. (5)
Life Insurance Co. (6)
Commercial Bank (7)
Commercial Bank (8)
Commercial Bank (9)
Life Insurance Co.
Life Insurance Co.
Insurance Co. (10)
Commercial Bank (11)
Commercial Bank (12)
Commercial Bank (13)
Life Insurance Co. (14)
Life Insurance Co. (15)
Commercial Bank (16)
Financial Services (17)
Commercial Bank (18)
Commercial Bank
Municipal Government (19) (20)
Original
Balance
$
17.4
12.0
21.5
4.6
15.1
13.9
13.1
8.1
18.3
4.7
7.0
7.3
9.5
9.4
15.2
7.9
7.3
12.9
9.7
15.0
1.8
11.9
Effective
Interest
Rate
(24)
6.48%
6.11%
4.70%
5.25%
5.49%
4.70%
5.00%
4.54%
5/15
7/15
8/15
9/15
1/16
1/16
4/16
8/16
5.00%
12/16
7.77%
5.53%
1/17
1/18
5.10%
12/18
5.07%
4.17%
7.65%
4.00%
4.86%
6.43%
4.32%
5.25%
5.55%
4.79%
3/19
7/19
7/20
8/20
8/20
2/21
9/24
4/27
10/30
(21)
MOB
Monthly/10-yr amort.
$
— $ — $
2 MOBs
Monthly/10-yr amort.
MOB
MOB
MOB
MOB
MOB
MOB
MOB
MOB
MOB
MOB
MOB
MOB
MOB
MOB
MOB
MOB
MOB
MOB
OTH
MOB
Monthly/25-yr amort.
Monthly/10-yr amort.
Monthly/10-yr amort.
Monthly/25-yr amort
Monthly/25-yr amort.
Monthly/10-yr amort
Monthly/30-yr amort.
Monthly/20-yr amort
Monthly/15-yr amort
Monthly/25-yr amort.
Monthly/5-yr amort.
Monthly/8-yr amort
(22)
Monthly/15-yr amort.
Monthly/27-yr amort.
Monthly/12-yr amort.
Monthly/10-yr amort
Monthly/20-yr amort.
Monthly/27-yr amort
Semi-Annual (21)
—
—
—
—
—
20.1
15.7
34.5
12.4
13.7
14.1
13.8
27.8
20.1
20.7
17.9
20.8
16.1
33.4
7.9
20.9
—
—
—
—
—
10.3
7.4
16.0
0.4
1.4
6.5
9.7
9.6
12.7
3.3
6.9
10.9
9.4
11.2
1.4
12.0
2014
14.8
10.1
16.6
4.1
11.9
11.0
10.7
7.5
16.5
0.9
1.9
6.8
—
—
12.7
4.0
7.1
11.0
—
11.9
1.5
12.3
$
309.9
$ 129.1
$
173.3
______
(1)
The Company repaid this mortgage note in January 2015.
(2)
The Company repaid this mortgage note in April 2015.
(3)
The Company repaid this mortgage note in May 2015.
(4)
The Company repaid this mortgage note in June 2015.
(5)
The Company repaid this mortgage note in December 2015.
(6)
The Company repaid this mortgage note in October 2015.
(7)
The unamortized portion of the $0.2 million premium recorded on this note upon acquisition is included in the balance above.
(8)
The unamortized portion of the $0.5 million premium recorded on this note upon acquisition is included in the balance above.
The unamortized portion of the $0.5 million premium recorded on this note upon acquisition is included in the balance above.
(9)
(10) The unamortized portion of the $0.6 million premium recorded on this note upon acquisition is included in the balance above.
(11) The unamortized portion of the $0.2 million premium recorded on this note upon acquisition is included in the balance above.
(12) The unamortized portion of the $0.3 million premium recorded on this note upon acquisition is included in the balance above.
(13) The unaccreted portion of a $2.4 million discount recorded on this note upon acquisition is included in the balance above.
(14) The unamortized portion of the $0.3 million premium recorded on this note upon acquisition is included in the balance above.
(15) The unamortized portion of the $0.4 million premium recorded on this note upon acquisition is included in the balance above.
(16) The unaccreted portion of a $1.0 million discount recorded on this note upon acquisition is included in the balance above.
(17) The unaccreted portion of the $0.1 million discount recorded on the note upon acquisition is included in the balance above.
(18) The unamortized portion of the $0.7 million premium recorded on this note upon acquisition is included in the balance above.
(19) Balance consists of four notes secured by the same building.
(20) The unamortized portion of the $1.0 million premium recorded on the four notes upon acquisition is included in the balance above.
(21) These four mortgage notes payable are series municipal bonds that have maturity dates ranging from from May 2017 to May 2040. The note payable
(22)
with the earliest maturity date will require principal and interest payments while the remaining notes payable will require interest only payments. One
of the notes payable matures in May 2017 and the remaining three have future maturity dates but allow repayment in May 2020 without penalty. The
Company intends on repaying all three notes payable at that time.
Payable in monthly installments of interest only for 24 months and then installments of principal and interest based on an 11-year amortization with the
final payment due at maturity.
(23)
Payable in monthly installments of principal and interest with the final payment due at maturity (unless otherwise noted).
(24) The contractual interest rates for the 19 outstanding mortgage notes ranged from 4.2% to 7.6% as of December 31, 2015.
(25) MOB-Medical office building; OTH-Other.
72 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Other Long-Term Debt Information
Future maturities of the Company’s notes and bonds payable as of December 31, 2015 were as follows:
(Dollars in thousands)
Principal
Maturities
Net Accretion/
Amortization (1)
Notes and
Bonds Payable
2016
2017
2018
2019
2020
2021 and thereafter
$
37,369
$
(24) $
209,701
8,966
220,950
20,987
936,188
(338)
(399)
(616)
(783)
(507)
37,345
209,363
8,567
220,334
20,204
935,681
%
2.6%
14.6%
0.6%
15.4%
1.4%
65.4%
______
(1)
Includes discount accretion and premium amortization related to the Company’s Senior Notes due 2021, Senior Notes due 2023, Senior Notes due 2025,
and 16 mortgage notes payable.
$
1,434,161
$
(2,667) $
1,431,494
100.0%
Note 11. Derivative Financial Instruments
Risk Management Objective of Using Derivatives
In addition to operational risks which arise in the normal course of business, the Company is exposed to economic risks such as
interest rate, liquidity, and credit risk. In certain situations, the Company may enter into derivative financial instruments such
as interest rate swap and interest rate cap agreements to manage interest rate risk exposure arising from variable rate debt
transactions 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 objective in using interest rate derivatives is to add stability to interest expense
and to manage its exposure to interest rate movements.
Cash Flow Hedges of Interest Rate Risk
Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange
for the Company making fixed-rate payments over the life of the agreements without changing the underlying notional amount.
During the twelve months ended December 31, 2015, the Company entered into four forward starting interest rate swaps with a
total notional value of $225.0 million to hedge the risk of changes in the interest-related cash flows associated with the potential
issuance of long-term debt. That debt was issued in April 2015, as discussed in Note 10, and the forward starting interest rate
swaps were terminated. As a result, the Company realized a loss at the termination date which was deferred and will be
amortized over the term of the Senior Notes due 2025.
As of December 31, 2015, the Company did not have any outstanding interest rate derivatives that were designated as cash flow
hedges of interest rate risk.
The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in
accumulated other comprehensive income or loss (“OCI”) and is reclassified into earnings as interest expense in the period that
the hedged forecasted transaction affects earnings. The effective portion of the Company’s interest rate swaps that was recorded
in the accompanying consolidated statements of income for the twelve months ended December 31, 2015 was as follows:
(Dollars in thousands)
Location
December 31, 2015
Loss on forward starting interest rate swap agreements recognized in OCI
OCI
$
(1,684)
Amount of loss reclassified from accumulated OCI into Income (effective portion)
Amount of gain (loss) recognized in income on derivative (ineffective portion and amount
excluded from effectiveness testing)
Interest
Expense
Interest
Expense
$
$
(115)
0
The Company estimates that an additional $0.2 million will be reclassified from accumulated other comprehensive loss as an
increase to interest expense over the next 12 months. No gain or loss was recognized related to hedge ineffectiveness or to
amounts excluded from effectiveness testing on the Company's cash flow hedges during the twelve months ended
December 31, 2015.
73 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
12. Stockholders’ Equity
Common Stock
The Company had no preferred shares outstanding and had common shares outstanding for the three years ended December 31,
2015 as follows:
Balance, beginning of year
Issuance of common stock
Year Ended December 31,
2015
2014
2013
98,828,098
95,924,339
87,514,336
2,493,171
3,073,445
8,293,369
Non-vested stock-based awards, net of withheld shares and forfeitures
195,740
(169,686)
116,634
Balance, end of year
101,517,009
98,828,098
95,924,339
Equity Offering
On July 19, 2013, the Company issued 3,000,000 shares of common stock, par value $0.01 per share, at $26.13 per share in an
underwritten public offering pursuant to the Company's existing effective registration statement. The net proceeds of the
offering, after underwriting discounts, commissions and offering expenses, were approximately $78.3 million.
At-The-Market Equity Offering Program
The Company has in place an at-the-market equity offering program to sell shares of the Company’s common stock from time
to time in at-the-market sales transactions. The following table details the shares sold under this program.
2015
2014
2013
Shares Sold
Sales Price Per Share
2,434,239
$25.00 - $29.15
3,009,761
$24.35 - $27.53
5,207,871
$24.19 - $30.49
$
$
$
Net Proceeds
(in millions)
65.8
75.7
140.6
On March 29, 2013, the Company entered into sales agreements with each of Cantor Fitzgerald & Co. and three other sales
agents to sell up to an aggregate of 9,000,000 shares of the Company's common stock from time to time through the sales
agents. On December 23, 2015, there were no remaining shares, and the agreement with Cantor Fitzgerald & Co. was amended
to allow for the offer and sale up to 2,500,000 additional shares of the Company's common stock. As of December 31, 2015,
there were 2,447,400 authorized shares remaining available to be sold under this sales agreement. In January 2016, the
Company sold 664,298 shares of common stock, generating $18.7 million in net proceeds.
Dividends Declared
During 2015, the Company declared and paid common stock dividends aggregating $1.20 per share ($0.30 per share per
quarter).
On February 2, 2016, the Company declared a quarterly common stock dividend in the amount of $0.30 per share payable on
February 29, 2016 to stockholders of record on February 18, 2016.
Authorization to Repurchase Common Stock
The Company’s Board of Directors has authorized management to repurchase up to 3,000,000 shares of the Company’s
common stock. As of December 31, 2015, the Company had not repurchased any shares under this authorization. The Company
may elect, from time to time, to repurchase shares either when market conditions are appropriate or as a means to reinvest
excess cash flows. Such purchases, if any, may be made either in the open market or through privately negotiated transactions.
74 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Noncontrolling Interest Transfers
The following schedule discloses the effects of changes in the Company's ownership interest in its less-than-wholly-owned
subsidiary on the Company's stockholders' equity:
(Dollars in thousands)
Net income attributable to common stockholders
Transfers to noncontrolling interest:
Year Ended December 31,
2015
2014
2013
$ 69,436
$ 31,887
$
6,946
Net decrease in the Company's additional paid-in capital for purchase of subsidiary
partnership interest
Net transfers to the noncontrolling interest
—
—
(6,577)
(6,577)
—
—
Change to the Company's total stockholders' equity from net income attributable to
common stockholders and transfers to noncontrolling interest
$ 69,436
$ 25,310
$
6,946
Accumulated Other Comprehensive Income (Loss)
During the year ended December 31, 2014, the Company had recorded an increase to future benefit obligations related to its
pension plan of $2.6 million, resulting in a decrease to Other liabilities and an offsetting decrease to Accumulated other
comprehensive income (loss) which is included in Stockholders' equity on the Consolidated Balance Sheets. During the year
ended December 31, 2015, the Company reclassified $2.5 million, from accumulated other comprehensive loss, which is
included in stockholders' equity on the Consolidated Balance Sheets, to net income as a result of the termination of the defined
benefit pension plan. See Note 13 for more information regarding the termination of the defined benefit pension plan. Also,
during the year ended December 31, 2015, the Company recorded an increase to accumulated other comprehensive loss of $1.6
million, as a result of the settlement and payment of forward-starting interest rate swaps. This amount will be reclassified out
of accumulated other comprehensive loss impacting net income over the 10-year term of the associated senior note issuance.
See Note 10 for more information regarding the Company's forward-starting interest rate swaps.
The following table represents the changes in Accumulated other comprehensive income (loss) during the year ended
December 31, 2015:
(Dollars in thousands)
Beginning balance
Other comprehensive loss before reclassifications
Amounts reclassified from accumulated other comprehensive income (loss)
Net current-period other comprehensive income (loss)
Ending balance
Forward
Starting
Swaps
$
— $
Defined
Benefit
Pension
Plan
(2,519) $
(1,684)
115
(1,569)
—
2,519
2,519
Total
(2,519)
(1,684)
2,634
950
$
(1,569) $
— $
(1,569)
The following table represents the details regarding the reclassifications from Accumulated other comprehensive income (loss)
during the year ended December 31, 2015:
Details about accumulated other comprehensive income (loss) components
(Dollars in thousands)
Amounts reclassified from accumulated other comprehensive
income (loss) related to forward starting swaps
Amounts reclassified from accumulated other comprehensive loss
arising from settlement of defined benefit pension plan
Amount reclassified from
accumulated other
comprehensive income (loss)
Affected line item in the
statement where net income is
presented
$
$
115
2,519
2,634
Interest Expense
Pension Termination
75 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
13. Benefit Plans
Executive Retirement Plan
Effective May 5, 2015, the Company terminated its Executive Retirement Plan. The Company will pay lump sum amounts to
the four plan participants. In accordance with Section 409A of the Internal Revenue Code, these amounts will be paid no earlier
than twelve and no later than twenty-four months following the termination date. The Second Amendment to the Second
Amended and Restated Executive Retirement Plan (the “Termination Amendment”), which provides for the termination of the
plan, is incorporated by reference into this Annual Report on Form 10-K. Additional information regarding the Executive
Retirement Plan can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission
in connection with the Company's annual meeting of shareholders held on May 12, 2015.
At May 5, 2015, the Company recognized a total benefit obligation of $19.6 million in connection with the termination of the
Executive Retirement Plan and recorded a charge of approximately $5.3 million, inclusive of the acceleration of $2.5 million
recorded in accumulated other comprehensive loss on the Company's Consolidated Balance Sheets that was being amortized.
The charge includes amounts resulting from assumed additional years of service for two plan participants who have not reached
age 65 and payments associated with FICA and other tax obligations.
The Company's Chairman and Chief Executive Officer, Mr. David Emery, is the only named executive officer that is a
participant under the plan. As a result of the termination of the plan, Mr. Emery will receive a lump sum amount equal to his
accrued benefit under the plan of approximately $14.4 million in May 2016. The Company expects that Mr. Emery and the
other officer participants will take the settlement payments in Company stock, but they can elect to receive cash.
The preceding summary is qualified in its entirety by the full text of the Termination Amendment and, in the event of any
discrepancy, the text of the Termination Amendment shall control.
Net periodic benefit cost for the Executive Retirement Plan for the three years in the period ended December 31, 2015 is
comprised of the following:
(Dollars in thousands)
Service cost
Interest cost
Amortization of prior service cost (benefit)
Amortization of net gain (loss)
Net (gain) loss recognized in Accumulated other comprehensive income (loss)
Year Ended December 31,
2015
2014
$
29
$
88
$
225
687
2013
86
597
(198)
(1,189)
(1,189)
343
399
—
469
55
1,380
874
2,570
(2,143)
Total recognized in net periodic benefit gain and Accumulated other comprehensive income
(loss) (1)
$
399
$ 2,625
$ (1,269)
_____
(1)
2015 is a partial year due to the termination of the Executive Retirement Plan.
The following table sets forth the benefit obligations as of December 31, 2015 and 2014:
(Dollars in thousands)
Benefit obligation at beginning of year
Service cost
Interest cost
Benefits paid
Amortization of net gain/loss and prior service cost
Actuarial loss, net
Settlement loss
Amounts reclassified from accumulated other comprehensive loss arising from
settlement on defined benefit pension plan
Year Ended December 31,
2015
$
16,473
$
29
225
(42)
145
—
5,260
(2,519)
2014
13,890
88
687
(42)
—
1,850
—
—
Benefit obligation at end of year
$
19,571
$
16,473
76 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Amounts recognized in the Consolidated Balance Sheets are as follows:
(Dollars in thousands)
Net liabilities included in other liabilities
Amounts recognized in accumulated other comprehensive income (loss)
Year Ended December 31,
2015
$
(19,571) $
—
2014
(13,954)
(2,519)
The Company's assumed discount rates and compensation increases, which are used to measure the year-end benefit obligations
and earnings for the subsequent year related to the Executive Retirement Plan, which was terminated on May 5, 2015 and are
detailed in the following table for the three years ended December 31, 2015 :
Discount rates
Compensation increases
2015
—%
—%
2014
4.08%
2.7%
2013
4.92%
2.7%
14. Stock and Other Incentive Plans
Stock Incentive Plan
In May 2015, the Company's shareholders approved the 2015 Incentive Plan which authorizes the Company to issue 3,500,000
shares of common stock to its employees and directors. The 2015 Incentive Plan, which superseded the 2007 Incentive Plan
(the "Predecessor Plan"), will continue until terminated by the Company’s Board of Directors. As of December 31, 2015, the
Company had issued, net of forfeitures, a total of 139,520 restricted shares under the 2015 Incentive Plan for compensation-
related awards to employees and directors, with a total of 3,360,480 remaining which had not been issued. Also in 2015, the
Company issued, net of forfeitures a total of 1,878,637 shares under its Predecessor Plan. As of December 31, 2014 and 2013,
the Company had issued, net of forfeitures, a total of 1,816,580 and 1,693,266 restricted shares respectively, under its
Predecessor Plan for compensation-related awards to employees and directors with a total 573,692 and 697,006 authorized
shares, respectively, remaining which had not been issued. Non-vested shares issued under the Incentive Plan are generally
subject to fixed vesting periods varying from three to eight years beginning on the date of issue. If a recipient voluntarily
terminates his or her relationship with the Company or is terminated for cause before the end of the vesting period, the shares
are forfeited, at no cost to the Company. Once the shares have been issued, the recipient has the right to receive dividends and
the right to vote the shares. Compensation expense recognized during the years ended December 31, 2015, 2014 and 2013 from
the amortization of the value of shares over the vesting period issued to employees was $4.9 million, $3.6 million and $4.3
million, respectively.
Executive Incentive Plan
On July 31, 2012, the Company adopted an Executive Incentive Plan. The Executive Incentive Plan was amended and restated
on February 16, 2016 to provide specific award criteria with respect to incentive awards made under the Incentive Plan subject
to the discretion of the Compensation Committee. No new shares of common stock were authorized in connection with the
Executive Incentive Plan. Under the terms of the Executive Incentive Plan, the Company's named executive officers, and
certain other members of senior management, may earn incentive awards in the form of cash and non-vested stock. Cash
incentive awards are based on individual and Company performance. Company performance is measured over a four-quarter
period against targeted financial and operational metrics set in advance by the Compensation Committee. Non-vested stock
awards are based on the Company's relative total shareholder return ("TSR") performance over one-year and three-year periods,
measured against the Company's peer group. From 2013 through 2015, the officers could elect to receive all or a portion of the
cash based awards on Company performance in the form of non-vested stock awards. This option has been eliminated from the
Executive Incentive Plan beginning in 2016. The following details the awards that have been earned from this plan:
•
On February 16, 2016, the Company granted cash incentive and non-vested performance-based awards totaling $5.8
million to its five named executive officers and five senior vice presidents. The officers could elect cash based awards
or non-vested stock awards. Cash awards totaled $1.1 million. The non-vested awards, which the officers elected to
receive in lieu of cash, had a grant date fair value totaling $4.7 million, which were granted in the form of 163,788
non-vested shares, with either a three- or five-year vesting period, resulting in annual compensation expense of $1.1
million for the years ended 2016, 2017, 2018 and $0.7 million for the years ended 2019 and 2020.
77 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
•
•
•
On December 18, 2015, the Company granted non-vested stock awards for TSR performance to its five named
executive officers and five senior vice presidents with a grant date fair value totaling $3.9 million. The awards were
granted in the form of 139,000 non-vested shares, with a three-year vesting period, which will result in annual
compensation expense of $1.3 million for the years ended 2016, 2017 and 2018, respectively.
On December 31, 2014, the Company granted non-vested stock awards for TSR performance to its five named
executive officers and five senior vice presidents with a grant date fair value totaling $3.9 million, which were granted
in the form of 140,930 non-vested shares, with a three-year vesting period, which will result in annual compensation
expense of $1.3 million for the years ended 2015, 2016 and 2017, respectively.
On December 31, 2013, the Company granted non-vested stock awards for TSR performances to its five named
executive officers and six senior vice presidents with a grant date fair value totaling $1.0 million, which were granted
in the form of 47,709 non-vested shares, with a three-year vesting period, which will result in annual compensation
expense of $0.3 million for the years ended 2014, 2015 and 2016, respectively.
On February 16, 2016, the Company amended and restated the Executive Incentive Plan (the “Amended and Restated
Executive Incentive Plan”). The Amended and Restated Executive Incentive Plan modifies the existing Executive Incentive
Plan by revising the methodology used by the compensation committee of the Board of Directors for setting performance
targets. The revised plan is intended to further increase the percentage of executive compensation that is subject to
performance-based measurement criteria. The Amended and Restated Executive Incentive Plan is filed as Exhibit 10.1 to this
Annual Report on Form 10-K and is incorporated herein by reference.
Long-Term Incentive Program
In the first quarter of 2015 and 2014, the Company granted a performance-based award under the Long-term Incentive Program
adopted under the Incentive Plan (the "LTIP") totaling approximately $1.0 million and $0.6 million, respectively, which was
granted in the form of 33,145 non-vested shares and 27,094 non-vested shares, respectively. The shares have vesting periods
ranging from three to eight years with a weighted average vesting period of approximately six years. No performance-based
awards were released under the Incentive Plan during 2013. Beginning in 2012, the Company's executive officers were no
longer eligible to participate in the LTIP and beginning in 2013, five senior vice presidents were also no longer eligible to
participate.
In the first quarter of 2014, the Company granted a special release of 2,968 non-vested shares to three of its officers in lieu of a
cash compensation increase. The shares have a vesting period of eight years.
Salary Deferral Plan
The Company's salary deferral plan allows officers to elect to defer up to 50% of their base salary in the form of non-vested
shares issued under the Incentive Plan subject to long-term vesting. The number of shares will be increased through a
Company match depending on the length of the vesting period selected by the officer. The officer's vesting period choices are:
three years for a 30% match; five years for a 50% match; and eight years for a 100% match. During 2015, 2014 and 2013, the
Company issued 55,923 shares, 71,460 shares and 66,787 shares, respectively, to its officers through the salary deferral plan.
Non-employee Directors Incentive Plan
The Company issues non-vested shares to its non-employee directors under the Incentive Plan. The directors’ shares issued
have a one-year vesting period beginning with the May 2015 grant (previously a three-year vesting period) and are subject to
forfeiture prior to such date upon termination of the director’s service, at no cost to the Company. During 2015, 2014 and 2013,
the Company issued 23,201 shares, 26,677 shares, and 20,256 shares, respectively, to its non-employee directors through the
Incentive Plan. For 2015, 2014 and 2013, compensation expense resulting from the amortization of non-vested share grants to
directors was approximately $1.0 million, $0.5 million, and $0.6 million, respectively.
78 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
A summary of the activity under the Incentive Plan and related information for the three years in the period ended
December 31, 2015 follows:
Stock-based awards, beginning of year
Granted
Vested
Forfeited
Stock-based awards, end of year
Weighted-average grant date fair value of:
Stock-based awards, beginning of year
Stock-based awards granted during the year
Stock-based awards vested during the year
Stock-based awards forfeited during the year
Stock-based awards, end of year
Year Ended December 31,
2015
2014
2013
1,057,732
1,788,168
1,770,061
251,789
269,129
134,752
(210,955)
(931,767)
(116,645)
(6,304)
(67,798)
—
1,092,262
1,057,732
1,788,168
$
$
$
$
$
24.01
27.70
25.05
24.80
24.72
$
$
$
$
$
23.81
25.27
24.13
22.01
24.01
$
$
$
$
$
23.97
23.90
26.35
—
23.81
Grant date fair value of shares granted during the year
$ 6,975,024
$ 6,800,122
$ 3,220,623
The vesting periods for the non-vested shares granted during 2015 ranged from one to eight years with a weighted-average
amortization period remaining as of December 31, 2015 of approximately 3.6 years.
During 2015, 2014 and 2013, the Company withheld 49,225 shares, 371,017 shares and 18,118 shares, respectively, of common
stock from its officers to pay estimated minimum withholding taxes related to the vesting of shares.
401(k) Plan
The Company maintains a 401(k) plan that allows eligible employees to defer salary, subject to certain limitations imposed by
the Internal Revenue Code. The Company provides a matching contribution of up to 3% of each eligible employee’s salary,
subject to certain limitations. The Company’s matching contributions were approximately $0.4 million during 2015, 2014 and
2013.
Dividend Reinvestment Plan
The Company is authorized to issue 1,000,000 shares of common stock to stockholders under the Dividend Reinvestment Plan.
As of December 31, 2015, the Company had issued 546,021 shares under the plan of which 13,950 shares were issued in 2015,
12,606 shares were issued in 2014 and 16,422 shares were issued in 2013.
Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan, pursuant to which the Company is authorized to issue shares of common
stock. As of December 31, 2015, 2014 and 2013, the Company had a total of 96,977 shares, 88,495 shares and 142,367 shares
authorized under the Employee Stock Purchase Plan, respectively, which had not been issued or optioned. Under the Employee
Stock Purchase Plan, each eligible employee in January of each year is able to purchase up to $25,000 of common stock at the
lesser of 85% of the market price on the date of grant or 85% of the market price on the date of exercise of such option. The
number of shares subject to each year’s option becomes fixed on the date of grant. Options granted under the Employee Stock
Purchase Plan expire if not exercised 27 months after each such option’s date of grant. Cash received from employees upon
exercising options under the Employee Stock Purchase Plan was approximately $0.9 million for the year ended December 31,
2015, $1.2 million for the year ended December 31, 2014, and $1.3 million for the year ended December 31, 2013.
79 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
A summary of the Employee Stock Purchase Plan activity and related information for the three years in the period ended
December 31, 2015 is as follows:
Options outstanding, beginning of year
Granted
Exercised
Forfeited
Expired
Options outstanding and exercisable, end of year
Weighted-average exercise price of:
Options outstanding, beginning of year
Options granted during the year
Options exercised during the year
Options forfeited during the year
Options expired during the year
Options outstanding, end of year
Weighted-average fair value of options granted during the year (calculated as of the
grant date)
Year Ended December 31,
2015
393,902
197,640
(44,462)
(47,176)
2014
391,108
275,655
(51,078)
(63,908)
2013
433,452
246,717
(69,076)
(49,434)
(158,946)
(157,875)
(170,551)
340,958
393,902
391,108
$
$
$
$
$
$
$
19.17
23.22
19.41
19.90
20.41
20.70
5.39
$
$
$
$
$
$
$
17.05
18.11
17.76
18.58
15.80
19.17
4.35
$
$
$
$
$
$
$
16.78
20.41
17.09
17.98
17.99
17.05
5.08
Intrinsic value of options exercised during the year
$ 380,615
$ 436,547
$ 375,335
Intrinsic value of options outstanding and exercisable (calculated as of December 31)
Exercise prices of options outstanding (calculated as of December 31)
Weighted-average contractual life of outstanding options (calculated as of
December 31, in years)
$ 2,597,238
$ 3,209,456
$ 1,665,331
$
20.70
$
19.17
$
17.05
0.8
0.8
0.8
The fair values for these options were estimated at the date of grant using a Black-Scholes options pricing model with the
weighted-average assumptions for the options granted during the period noted in the following table. The risk-free interest rate
was based on the U.S. Treasury constant maturity-nominal two-year rate whose maturity is nearest to the date of the expiration
of the latest option outstanding and exercisable; the expected dividend yield was based on the expected dividends of the current
year as a percentage of the average stock price of the prior year; the expected life of each option was estimated using the
historical exercise behavior of employees; expected volatility was based on historical volatility of the Company’s common
stock; and expected forfeitures were based on historical forfeiture rates within the look-back period.
Risk-free interest rates
Expected dividend yields
Expected life (in years)
Expected volatility
Expected forfeiture rates
2015
0.67%
4.79%
1.38
21.0%
85%
2014
0.38%
4.94%
1.39
23.0%
75%
2013
0.25%
5.17%
1.35
25.6%
85%
80 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
15. Earnings Per Share
The table below sets forth the computation of basic and diluted earnings per common share for the three years in the period
ended December 31, 2015.
(Dollars in thousands, except per share data)
Weighted Average Common Shares
Weighted average Common Shares outstanding
Non-vested shares
Weighted average Common Shares - Basic
Weighted average Common Shares - Basic
Dilutive effect of non-vested shares
Dilutive effect of employee stock purchase plan
Weighted average Common Shares - Diluted
Net Income (loss)
Income (loss) from continuing operations
Noncontrolling interests’ share in earnings
Income (loss) from continuing operations attributable to common
stockholders
Discontinued operations
Net income attributable to common stockholders
Basic Earnings (loss) Per Common Share
Income (loss) from continuing operations
Discontinued operations
Net income attributable to common stockholders
Diluted Earnings (loss) Per Common Share
Income (loss) from continuing operations
Discontinued operations
Net income attributable to common stockholders
Year Ended December 31,
2015
2014
2013
100,280,059
97,093,960
92,725,112
(1,108,707)
(1,814,734)
(1,784,485)
99,171,352
95,279,226
90,940,627
99,171,352
95,279,226
90,940,627
623,212
1,364,236
85,738
115,948
—
—
99,880,302
96,759,410
90,940,627
$
58,836
$
33,979
$
(13,092)
—
(313)
(37)
58,836
10,600
33,666
(1,779)
69,436
$
31,887
$
(13,129)
20,075
6,946
0.59
0.11
0.70
0.59
0.11
0.70
$
$
$
0.35
$
(0.14)
(0.02)
0.33
0.22
0.08
0.35
$
(0.14)
(0.02)
0.33
$
0.22
0.08
$
$
$
$
$
For the year ended December 31, 2013, non-vested shares totaling 1,288,166 and options under the Employee Stock Purchase
Plan to purchase shares totaling 157,733 of the Company’s common stock were excluded from the calculation of diluted
earnings (loss) per common share because the effect was anti-dilutive due to the loss from continuing operations during this
period.
16. Commitments and Contingencies
Redevelopment Activity
The Company is in the process of redeveloping two medical office buildings in Tennessee and began constructing an expansion
of one of the buildings during 2015. The Company spent approximately $21.8 million on the redevelopment of these properties
through December 31, 2015, including the acquisition of a land parcel for $4.3 million on which the Company is building a parking
garage. The total estimated budget of the redevelopment of these properties is expected to be $51.8 million and the project is
expected to be completed in the first quarter of 2017.
The Company completed the redevelopment of a medical office building in Alabama, which included the construction of a
parking garage. Construction of the garage was completed in the fourth quarter of 2015. The total redevelopment budget is
expected to be $15.4 million, of which $6.9 million has been spent as of December 31, 2015. The remaining $8.5 million
budgeted for the project is primarily related to a tenant improvement allowance that will be funded in 2016.
Development Activity
During 2015, the Company began development of a 12,900 square foot retail center in Texas, which is adjacent to two of the
Company's existing medical office buildings associated with Baylor Scott & White Health. The total development budget is
expected to be $5.6 million, of which $3.3 million has been spent as of December 31, 2015. These amounts include $1.5
81 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
million used by the Company to purchase land in 2006 and previously recorded as land held for development. Construction is
expected to be completed in the second quarter of 2016.
The Company also began development of a 98,000 square foot medical office building in Colorado. The total development
budget is expected to be $26.5 million, of which $0.2 million has been spent as of December 31, 2015. Construction is
expected to be completed in the second quarter of 2017.
The table below details the Company’s construction activity as of December 31, 2015. The information included in the table
below represents management’s estimates and expectations at December 31, 2015, which are subject to change. The
Company’s disclosures regarding certain projections or estimates of completion dates may not reflect actual results.
(Dollars in thousands)
Number of
Properties
Estimated
Completion
Date
December 31, 2015
Construction in
Progress
Fundings
During the
Twelve Months
Ended
Total Funded
During the
Twelve Months
Ended
Total
Amount
Funded
Estimated
Remaining
Fundings
(unaudited)
Estimated
Total
Investment
(unaudited)
Approximate
Square Feet
Construction Activity
Birmingham, AL
Austin, TX
Nashville, TN
Denver, CO
Total
_____
1
1
2
1
Q4 2015 (1)
Q2 2016
Q1 2017
Q2 2017
$
— $
6,880
$
6,880
$
8,520
$ 15,400
138,000
3,316
15,479
229
3,316
3,316
17,434
21,818
229
229
2,259
29,982
26,271
5,575
51,800
26,500
12,900
294,000
98,000
$
19,024
$
27,859
$ 32,243
$ 67,032
$ 99,275
542,900
(1) Includes $5.9 million for the addition of a 400-space parking garage which was completed in November 2015 and $9.5 million in tenant
improvement allowances and commissions, a portion of which has not been completed.
Tenant Improvements
The Company may provide a tenant improvement allowance in new or renewal leases for the purpose of refurbishing or
renovating tenant space. As of December 31, 2015, the Company had commitments of approximately $28.8 million that is
expected to be spent on tenant improvements throughout the portfolio.
Land Held for Development
Land held for development includes parcels of land owned by the Company, upon which the Company intends to develop and
own outpatient healthcare facilities. The Company’s investment in land held for development totaled approximately $17.5
million and $17.1 million as of December 31, 2015 and 2014, respectively.
Operating Leases
As of December 31, 2015, the Company was obligated under operating lease agreements consisting primarily of the Company’s
corporate office lease and ground leases related to 45 real estate investments with expiration dates through 2105. At
December 31, 2015, the Company had 94 properties totaling 7.6 million square feet that were held under ground leases with a
remaining weighted average term of 69.9 years, including renewal options, at December 31, 2015. These ground leases
typically have initial terms of 50 to 75 years with one to two renewal options extending the terms to 75 to 100 years. These
ground leases have initial term expiration dates through 2105.
The Company’s corporate office lease currently covers approximately 36,653 square feet of rented space and expires on
October 31, 2020. Annual base rent on the corporate office lease increases approximately 3.25% annually. The Company’s
ground leases generally increase annually based on increases in the Consumer Price Index. Rental expense relating to the
operating leases for the years ended December 31, 2015, 2014 and 2013 was $5.1 million, $4.9 million and $4.4 million,
respectively. The Company prepaid certain of its ground leases, which represented approximately $0.5 million of the
Company’s rental expense for the years ended December 31, 2015, 2014, and 2013.
82 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company’s future minimum lease payments for its operating leases, excluding leases that the Company has prepaid and
leases in which an operator pays or fully reimburses the Company, as of December 31, 2015 were as follows (in thousands):
2016
2017
2018
2019
2020
2021 and thereafter
Casualty Loss
$
5,160
5,225
5,303
5,399
5,310
289,686
$ 316,083
The Company owns a medical office building in Oklahoma that sustained damage from a tornado on May 6, 2015. As of
December 31, 2015 the Company estimated its expenditures related to returning the property to its previous operating condition
to be approximately $2.6 million. The Company estimates recoveries for restoration costs of approximately $2.5 million. In
addition, as of December 31, 2015, the Company received insurance proceeds related to lost rental revenue, recorded in rental
income, of approximately $0.4 million for the period of May 6, 2015 to December 31, 2015.
Environmental Matters
During 2015, the Company acquired a medical office building in Tacoma, Washington. During the due diligence period, the
Company identified a specific area of the property that contains soils with above-tolerance levels of tetrachloroethylene (a dry
cleaning solvent commonly known as perc) and recorded a $1.2 million liability upon acquisition. Remediation efforts are
underway.
17. Other Data
Taxable Income (unaudited)
The Company has elected to be taxed as a REIT, as defined under the Internal Revenue Code. To qualify as a REIT, the
Company must meet a number of organizational and operational requirements, including a requirement that it currently
distribute at least 90% of its taxable income to its stockholders.
As a REIT, the Company generally will not be subject to federal income tax on taxable income it distributes currently to its
stockholders. Accordingly, no provision for federal income taxes has been made in the accompanying Consolidated Financial
Statements. If the Company fails to qualify as a REIT for any taxable year, then it will be subject to federal income taxes at
regular corporate rates, including any applicable alternative minimum tax, and may not be able to qualify as a REIT for four
subsequent taxable years. Even if the Company qualifies as a REIT, it may be subject to certain state and local taxes on its
income and property and to federal income and excise tax on its undistributed taxable income.
Earnings and profits (as defined under the Internal Revenue Code), the current and accumulated amounts of which determine
the taxability of distributions to stockholders, vary from net income attributable to common stockholders and taxable income
because of different depreciation recovery periods, depreciation methods, and other items.
On a tax-basis, the Company’s gross real estate assets totaled approximately $3.4 billion, $3.3 billion, and $3.1 billion,
respectively, for the three years ended December 31, 2015.
83 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table reconciles the Company’s consolidated net income attributable to common stockholders to taxable income
for the three years ended December 31, 2015:
(Dollars in thousands)
Net income attributable to common stockholders
Reconciling items to taxable income:
Depreciation and amortization
Gain or loss on disposition of depreciable assets
Impairments
Straight-line rent
Receivable allowances
Stock-based compensation
Other
Taxable income (1)
Dividends paid
______
(1) Before REIT dividend paid deduction.
Year Ended December 31,
2015
2014
2013
$ 69,436
$ 31,887
$
6,946
30,457
1,659
687
28,332
(4,940)
—
(8,833)
(12,203)
571
7,518
4,304
2,074
2,020
1,213
36,363
16,496
26,240
(3,656)
6,222
(6,493)
(716)
5,817
(1,866)
25,548
$ 105,799
$ 48,383
$ 32,494
$ 120,266
$ 116,371
$ 111,571
Characterization of Distributions (unaudited)
Distributions in excess of earnings and profits generally constitute a return of capital. The following table gives the
characterization of the distributions on the Company’s common stock for the three years ended December 31, 2015.
For the three years ended December 31, 2015, there were no preferred shares outstanding. As such, no dividends were
distributed related to preferred shares for those periods.
Common stock:
Ordinary income
Return of capital
Unrecaptured section 1250 gain
Common stock distributions
2015
2014
2013
Per Share
%
Per Share
%
Per Share
%
$
$
0.61
0.08
0.51
1.20
51.0% $
6.7%
42.3%
0.50
0.70
—
42.0% $
58.0%
—%
100.0% $
1.20
100.0% $
0.27
0.80
0.13
1.20
22.2%
66.3%
11.5%
100.0%
State Income Taxes
The Company must pay certain state income taxes, which are included in general and administrative expense on the Company’s
Consolidated Statements of Income.
The State of Texas gross margins tax on gross receipts from operations is disclosed in the table below as an income tax because
it is considered such by the Securities and Exchange Commission.
State income tax expense and state income tax payments for the three years ended December 31, 2015 are detailed in the table
below:
(Dollars in thousands)
State income tax expense:
Texas gross margins tax (1)
Other
Total state income tax expense
State income tax payments, net of refunds and collections
Year Ended December 31,
2015
2014
2013
$
$
$
528
$ 694
$ 649
37
565
758
58
23
$ 752
$ 672
$ 593
$ 768
______
(1)
In the table above, income tax expense for 2015 and 2014 includes approximately $50 thousand that was recorded to the gain on sale of real estate
properties sold, which is included in discontinued operations rather than general and administrative expenses on the Company’s Consolidated Statements
of Income.
84 18. 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.
Mortgage notes receivable - The fair value of mortgage notes receivable is estimated based either on cash flow analyses
at an assumed market rate of interest or at a rate consistent with the rates on mortgage notes acquired by the Company recently.
Borrowings under the unsecured credit facility due 2017 - The carrying amount approximates fair value because
the borrowings are based on variable market interest rates.
Senior unsecured 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.
Mortgage notes payable - The fair value 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
Consolidated Balance Sheets at fair value. Fair value is estimated by utilizing pricing models that consider forward yield
curves and discount rates.
The table below details the fair value and carrying values for notes and bonds payable, mortgage notes receivable and notes
receivable as of December 31, 2015 and 2014.
(Dollars in millions)
Notes and bonds payable (1)
Mortgage notes receivable (2)
December 31, 2015
December 31, 2014
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
1,431.5
$ 1,443.8
$
1,403.7
$ 1,438.8
— $
— $
1.9
$
1.9
$
$
______
(1) Level 3 - Fair value derived from valuation techniques in which one of more significant inputs or significant value drivers are unobservable.
(2) Level 2 - Fair value based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are
not active; and model-driven valuations in which significant inputs and significant value drivers are observable in active markets.
85 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
19.(cid:719)Selected Quarterly Financial Data (unaudited)
Quarterly financial information for the year ended December 31, 2015 is summarized
below.
Quarter Ended
(Dollars in thousands, except per share data)
2015
Revenues from continuing operations
Income from continuing operations
Discontinued operations
Net income
Less: (Income) from noncontrolling interests
Net income attributable to common stockholders
Net income attributable to common stockholders per share:
Basic earnings per common share
Diluted earnings per common share
______
March 31 (1)
June 30 (2)
September 30 (3)
December 31 (4)
$
96,456
$
96,708
$
96,725
$
5,049
333
5,382
—
17,586
330
17,916
—
16,848
10,632
27,480
—
98,582
19,354
(696)
18,658
—
$
$
$
5,382
$
17,916
$
27,480
$
18,658
0.05
0.05
$
$
0.18
0.18
$
$
0.28
0.27
$
$
0.19
0.19
(1) The decreases in net income and amounts per share for the first quarter of 2015 are primarily attributable to impairment
charges of $3.3 million
(2) The increases in net income and amounts per share for the second quarter of 2015 are primarily attributable to a $41.5
million gain on the sale of two properties, partially offset by a $28.0 million loss on extinguishment of the Senior Notes due
2017.
(3) The increases in net income and amounts per share for the third quarter of 2015 are primarily attributable to a $10.6 million
gain on the sale of one property previously classified as an asset held for sale.
(4) The increases in net income and amounts per share for the fourth quarter of 2015 are primarily attributable to gains on sales
of real estate totaling $9.1 million, partially offset by impairment charges of $0.7 million.
Quarterly financial information for the year ended December 31, 2014 is summarized below.
(Dollars in thousands, except per share data)
2014
Revenues from continuing operations
Income from continuing operations
Discontinued operations
Net income
Less: Income from noncontrolling interests
Net income attributable to common stockholders
Net income attributable to common stockholders per share:
Basic earnings per common share
Diluted earnings per common share
______
March 31 (1)
June 30 (2)
September 30 (3)
December 31 (4)
Quarter Ended
$
90,571
$
91,671
$
93,612
$
95,001
7,477
(3,514)
3,963
(111)
9,005
(2,994)
6,011
(40)
8,437
(4,284)
4,153
(162)
9,060
9,013
18,073
—
3,852
$
5,971
$
3,991
$
18,073
0.04
0.04
$
$
0.06
0.06
$
$
0.04
0.04
$
$
0.19
0.18
$
$
$
(1) The decreases in net income and amounts per share for the first quarter of 2014 are primarily attributable to impairment
charges of $3.4 million.
(2) The increases in net income and amounts per share for the second quarter of 2014 are primarily attributable to a $1.9
million cash reimbursement received by the Company for certain operating expenses paid by the Company for years 2006
through 2013.
(3) The decreases in net income and amounts per share for the third quarter of 2014 are primarily attributable to impairment
charges of $4.5 million.
(4) The increases in net income and amounts per share for the fourth quarter of 2014 are primarily attributable to gains on sales
of real estate totaling $9.3 million, partially offset by impairment charges of $1.0 million.
86 Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the
Company’s reports under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and
forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the
information required to be disclosed is accumulated and communicated to management, including the Chief Executive Officer
and Chief Financial Officer, to allow for timely decisions regarding required disclosure.
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) as of the end of the period covered by this Annual Report on Form 10-K.
Based on such 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 are effective in recording, processing, summarizing and
reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the
Securities Exchange Act.
Changes in the Company’s 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 year to which this report relates that have materially affected, or
are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of Healthcare Realty Trust Incorporated is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. The Company’s
internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally
accepted in the United States of America. The Company’s internal control over financial reporting includes those policies and
procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of
America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of
management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015
using the principles and other criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework (2013). Based on that assessment, management concluded that the
Company’s internal control over financial reporting was effective as of December 31, 2015. The Company’s independent
registered public accounting firm, BDO USA, LLP, has also issued an attestation report on the effectiveness of the Company’s
internal control over financial reporting included herein.
87 Report of
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Healthcare Realty Trust Incorporated
Nashville, Tennessee
We have audited Healthcare Realty Trust Incorporated’s internal control over financial reporting as of December 31, 2015,
based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria). Healthcare Realty Trust Incorporated’s management is
responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Healthcare Realty Trust Incorporated maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2015, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of Healthcare Realty Trust Incorporated as of December 31, 2015 and 2014 and the
related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the
period ended December 31, 2015 and our report dated February 16, 2016 expressed an unqualified opinion thereon.
/s/ BDO USA, LLP
Nashville, Tennessee
February 16, 2016
88 PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors
Information with respect to the Company’s directors, set forth in the Company’s Proxy Statement relating to the Annual
Meeting of Stockholders to be held on May 10, 2016 under the caption “Election of Directors,” is incorporated herein by
reference.
Executive Officers
The executive officers of the Company are:
Name
David R. Emery
Scott W. Holmes
John M. Bryant, Jr.
B. Douglas Whitman, II
Todd J. Meredith
J. Christopher Douglas
Age
71
61
49
47
41
40
Position
Chairman of the Board & Chief Executive Officer
Executive Vice President & Chief Financial Officer
(through February 29, 2016)
Executive Vice President & General Counsel
Executive Vice President - Corporate Finance
Executive Vice President - Investments
Executive Vice President & Chief Financial Officer
(effective March 1, 2016)
Mr. Emery formed the Company and has held his current positions since May 1992. Prior to 1992, Mr. Emery was engaged in
the development and management of commercial real estate in Nashville, Tennessee. Mr. Emery has been active in the real
estate industry for over 45 years.
Mr. Holmes has served as the Chief Financial Officer since January 2003 and will serve until February 29, 2016 and was the
Senior Vice President – Financial Reporting from October 1998 until January 2003. Mr. Holmes is a Certified Public
Accountant. Prior to joining the Company in October 1998, he was with Ernst & Young LLP for more than 13 years.
Mr. Holmes has previously served in a management capacity with two other public companies.
Mr. Bryant became the Company’s General Counsel in November 2003. From April 2002 until November 2003, Mr. Bryant
was Vice President and Assistant General Counsel. Prior to joining the Company, Mr. Bryant was a shareholder with the law
firm of Baker Donelson Bearman & Caldwell in Nashville, Tennessee.
Mr. Whitman joined the Company in 1998 and became the Executive Vice President – Corporate Finance in February 2011 and
is responsible for all aspects of the Company’s financing activities, including capital raises, debt compliance, banking
relationships and investor relations. Previously, Mr. Whitman led the Company's investment group and later served as the
Company’s Chief Operating Officer from March 2007 until February 2011. Prior to joining the Company, Mr. Whitman worked
for the University of Michigan Health System and HCA Inc.
Mr. Meredith was appointed Executive Vice President – Investments in February 2011 and is responsible for overseeing the
Company’s investment activities, including the acquisition, financing and development of medical office and other primarily
outpatient medical facilities. Prior to February 2011, he led the Company’s development activities as a Senior Vice President.
Before joining the Company in 2001, Mr. Meredith worked in corporate finance, most recently with Robert W. Baird & Co.
Mr. Douglas was appointed the Company's Chief Financial Officer to become effective March 1, 2016 and has been employed
by the Company since 2003. He has served as the Company’s Senior Vice President, Acquisitions and Dispositions managing
the Company’s acquisition and disposition team since 2011. Prior to that, Mr. Douglas served as Senior Vice President, Asset
Administration, administering the Company’s master lease portfolio and led a major disposition strategy in 2007. Mr. Douglas
has a background in commercial and investment banking and, in recent years, has been involved in the Company’s financing
and capital markets activities.
On February 16, 2016, Healthcare Realty Trust Incorporated (the “Company”) issued a press release announcing a succession
plan for its Chief Executive Officer. The Company’s current Chief Executive Officer, David R. Emery, will transition into the
role of executive chairman beginning December 30, 2016. The board of directors has appointed Todd J. Meredith as the
89 Company’s next Chief Executive Officer effective December 30, 2016. A copy of the press release is filed as Exhibit 99.1,
which is incorporated herein by reference.
The Company has entered into a Third Amended and Restated Employment Agreement with Mr. Emery that will become
effective on December 30, 2016 (the “Executive Chair Employment Agreement”). The term of the Executive Chair
Employment Agreement ends on December 31, 2021. Mr. Emery will receive an annual base salary of $350,000 and will not be
eligible to participate in the Company’s bonus and incentive plans. Mr. Emery will receive a grant of 150,000 shares of
restricted stock on the effective date of the Executive Chair Employment Agreement. The restricted shares will be subject to a
five-year cliff vesting period. In the event of a termination not for cause, Mr. Emery would receive the remaining base salary
for the term of the Executive Chair Employment Agreement and accelerated vesting of his restricted stock. In the event of a
termination upon a change-in-control, Mr. Emery would receive his remaining base salary for the term of the Executive Chair
Employment Agreement, but not less than three times his annual base salary, and accelerated vesting of his restricted stock
grants. The above summary of the Executive Chair Employment Agreement is qualified in its entirety by reference to Exhibit
10.7 to this Annual Report on Form 10-K which is incorporated herein by reference.
The Company has entered into a Third Amended and Restated Employment Agreement with Mr. Meredith which provides that
he will serve as President and Chief Executive Officer beginning on December 30, 2016 (the “CEO Employment Agreement”).
The term of the CEO Employment Agreement will automatically renew for successive one-year terms.
The CEO Employment Agreement provides for an annual base salary of $700,000 and other benefits generally available to
officers of the Company. Mr. Meredith is eligible to participate in the Company’s incentive programs that provide for cash and
equity incentives. In addition, Mr. Meredith will receive on the effective date of the CEO Employment Agreement a grant of
200,000 restricted shares of the Company’s common stock. This grant will be subject to a 10-year cliff vesting period.
The CEO Employment Agreement may be terminated for a variety of reasons, including: for cause, not for cause, voluntarily by
Mr. Meredith, death, disability, constructively, or following a change in control. In all cases, Mr. Meredith would receive all
accrued salary, bonus compensation that has been awarded but not yet paid, benefits under plans of the Company, including
defined contribution or health and welfare plans, accrued vacation pay and reimbursement of appropriate business expenses.
In the case of a termination other than for cause, including a constructive termination, Mr. Meredith would also receive full
vesting of any restricted stock awards and severance compensation equal to his base salary for a period of 24 months and two
times (i) his average annual bonus compensation, if any, that he earned in the two years immediately preceding the date of
termination or (ii) $560,000, whichever is greater. He would also be paid a pro-rated portion of the bonus and/or equity
compensation that he would have earned for a given period in which the termination occurs.
In the event that the CEO Employment Agreement is terminated in connection with a “change-in-control”, Mr. Meredith would
receive severance compensation equal to: (a) three times his annual base salary, plus (b) the greater of three times: (i) the
average annual bonus compensation, if any, that he earned in the two years immediately preceding the date of termination; and
(ii) $1,120,000, plus (c) a pro-rated portion of the bonus and/or equity compensation that he would have earned for a given
period in which the termination occurs.
The Company has agreed to indemnify Mr. Meredith for certain liabilities arising from actions taken within the scope of his
employment. The CEO Employment Agreement contains restrictive covenants pursuant to which Mr. Meredith has agreed not
to compete with the Company during the period of employment and any period following termination of his employment
during which he is receiving severance payments, except that in the event of a change-in-control of the Company, the restrictive
period shall be for one year.
The above summary of the CEO Employment Agreement is qualified in its entirety by reference to Exhibit 10.10, which is
incorporated herein by reference.
90 Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to its principal executive
officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, as well
as all directors, officers and employees of the Company. The Code of Ethics is posted on the Company’s website
(www.healthcarerealty.com) and is available in print free of charge to any stockholder who requests a copy. Interested parties
may address a written request for a printed copy of the Code of Ethics to: Investor Relations: Healthcare Realty Trust
Incorporated, 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203. The Company intends to satisfy the disclosure
requirement regarding any amendment to, or a waiver of, a provision of the Code of Ethics for the Company’s principal
executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions
by posting such information on the Company’s website.
Section 16(a) Compliance
Information with respect to compliance with Section 16(a) of the Securities Exchange Act set forth in the Company’s Proxy
Statement relating to the Annual Meeting of Stockholders to be held on May 10, 2016 under the caption “Security Ownership of
Certain Beneficial Owners and Management – Section 16(a) Beneficial Ownership Reporting Compliance,” is incorporated
herein by reference.
Stockholder Recommendation of Director Candidates
There have been no material changes with respect to the Company’s policy relating to stockholder recommendations of director
candidates. Such information is set forth in the Company’s Proxy Statement relating to the Annual Meeting of Stockholders to
be held on May 10, 2016 under the caption “Shareholder Recommendation or Nomination of Director Candidates,” and is
incorporated herein by reference.
Audit Committee
Information relating to the Company’s Audit Committee, its members and the Audit Committee’s financial experts, set forth in
the Company’s Proxy Statement relating to the Annual Meeting of Stockholders to be held on May 10, 2016 under the caption
“Committee Membership,” is incorporated herein by reference.
Item 11. Executive Compensation
Information relating to executive compensation, set forth in the Company’s Proxy Statement relating to the Annual Meeting of
Stockholders to be held on May 10, 2016 under the captions “Compensation Discussion and Analysis,” “Executive
Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report” and
“Director Compensation,” is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Information relating to the security ownership of management and certain beneficial owners, set forth in the Company’s Proxy
Statement relating to the Annual Meeting of Stockholders to be held on May 10, 2016 under the caption “Security Ownership of
Certain Beneficial Owners and Management,” is incorporated herein by reference.
Information relating to securities authorized for issuance under the Company’s equity compensation plans, set forth in Item 5 of
this report under the caption “Equity Compensation Plan Information,” is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director
Independence
Information relating to certain relationships and related transactions, and director independence, set forth in the Company’s
Proxy Statement relating to the Annual Meeting of Stockholders to be held on May 10, 2016 under the captions “Certain
Relationships and Related Transactions” and “Corporate Governance – Independence of Directors,” is incorporated herein by
reference.
Item 14. Principal Accountant Fees and Services
Information relating to the fees paid to the Company’s accountants, set forth in the Company’s Proxy Statement relating to the
Annual Meeting of Stockholders to be held on May 10, 2016 under the caption “Ratification of Appointment of Independent
Registered Public Accounting Firm,” is incorporated herein by reference.
91 Item 15. Exhibits and Financial Statement Schedules
(a)
Index to Historical Financial Statements, Financial Statement Schedules and Exhibits
(1) Financial Statements:
The following financial statements of Healthcare Realty Trust Incorporated are included in Item 8 of this Annual Report on
Form 10-K.
•
Consolidated Balance Sheets – December 31, 2015 and December 31, 2014.
Consolidated Statements of Income for the years ended December 31, 2015, December 31, 2014 and December 31,
•
2013.
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, December 31, 2014 and
•
December 31, 2013.
Consolidated Statements of Equity for the years ended December 31, 2015, December 31, 2014 and December 31,
•
2013.
Consolidated Statements of Cash Flows for the years ended December 31, 2015, December 31, 2014 and
•
December 31, 2013.
•
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules:
Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 2014, 2013, and 2012
Schedule III — Real Estate and Accumulated Depreciation as of December 31, 2014
Schedule IV — Mortgage Loans on Real Estate as of December 31, 2014
97
98
99
All other schedules are omitted because they are either not applicable, not required or because the information is included
in the consolidated financial statements or notes thereto.
(3) Exhibits:
Exhibit
Number
1.1
1.2
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
Description of Exhibits
— Controlled Equity Offering Sales Agreement, dated as of March 29, 2013, between the Company and
Cantor Fitzgerald & Co. (1)
— Amendment to Controlled Equity Offering Sales Agreement, dated as of December 23, 2015, between the
Company and Cantor Fitzgerald & Co. (2)
— Second Articles of Amendment and Restatement of the Company, as amended. (3)
— Amended and Restated Bylaws of the Company, as amended. (3)
— Specimen stock certificate. (4)
— Indenture, dated as of May 15, 2001 by and between the Company and Regions Bank, or trustee (as
successor to the trustee named therein). (5)
— Third Supplemental Indenture, dated December 4, 2009, by and between the Company and Regions Bank
as Trustee. (6)
— Form of 6.50% Senior Note due 2017 (set forth in Exhibit B to the Third Supplemental Indenture filed as
Exhibit 4.2 thereto). (6)
— Fourth Supplemental Indenture, dated December 13, 2010, by and between the Company and Regions
Bank as Trustee. (7)
— Form of 5.750% Senior Note due 2021 (set forth in Exhibit B to the Fourth Supplemental Indenture filed
as Exhibit 4.2 thereto). (7)
— Fifth Supplemental Indenture, dated March 26, 2013, by and between the Company and Regions Bank, as
Trustee. (8)
92 4.8
4.9
4.10
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
— Form of 3.75% Senior Note due 2023 (set forth in Exhibit B to the Fifth Supplemental Indenture filed as
Exhibit (4.8) hereto). (8)
__ Sixth Supplemental Indenture, dated April 24, 2015, by and between the Company and Regions Bank, as
Trustee. (9)
__ Form of 3.875% Senior Notes due 2025 (set forth in Exhibit B to the Sixth Supplemental Indenture filed
as Exhibit 4.9 thereto). (9)
— Second Amended and Restated Executive Retirement Plan. (10)
— Amendment to Second Amended and Restated Executive Retirement Plan, dated as of October 30, 2012.
(11)
__ Second Amendment to Second Amended and Restated Executive Retirement Plan, dated as of May 5,
2015. (12)
— 2000 Employee Stock Purchase Plan. (13)
— Dividend Reinvestment Plan, as Amended. (14)
— Second Amended and Restated Employment Agreement, dated July 31, 2012, between David R. Emery
and the Company. (15)
— Third Amended and Restated Employment Agreement, dated February 16, 2016, between David R.
Emery and the Company. (filed herewith)
— Second Amended and Restated Employment Agreement, dated July 31, 2012, between Scott W. Holmes
and the Company. (15)
— Second Amended and Restated Employment Agreement, dated July 31, 2012, between John M. Bryant
and the Company. (15)
— Third Amended and Restated Employment Agreement, dated February 16, 2016, between Todd J.
Meredith and the Company. (filed herewith)
— Second Amended and Restated Employment Agreement, dated July 31, 2012, between B. Douglas
Whitman, II and the Company. (15)
— Amended and Restated Employment Agreement, dated February 2, 2016, between J. Christopher Douglas
and the Company. (16)
— Healthcare Realty Trust Incorporated Amended and Restated Executive Incentive Plan. (filed herewith)
— 2010 Restricted Stock Implementation for Non-Employee Directors, dated May 4, 2010. (17)
— Amendment No. 1 to 2010 Restricted Stock Implementation for Non-Employee Directors, dated
December 11, 2013. (18)
— Amendment No. 2 to 2010 Restricted Stock Implementation for Non-Employee Directors, dated August
4, 2015. (19)
— Healthcare Realty Trust Incorporated Form of Restricted Stock Agreement for Non-Employee Directors.
(15)
— Healthcare Realty Trust Incorporated Form of Restricted Stock Agreement for Officers. (15)
— Healthcare Realty Trust Incorporated 2015 Stock Incentive Plan. (20)
— Amendment No. 1 to Healthcare Realty Trust Incorporated 2015 Stock Incentive Plan. (19)
— Credit Agreement, dated as of October 14, 2011, by and among the Company, as Borrower, Wells Fargo
Bank National Association, as Administrative Agent, JP Morgan Chase Bank, N.A., as Syndication
Agent, Barclays Bank PLC, Credit Agricole Corporate and Investment Bank and Bank of America, N.A.,
as Co-Documentation Agents, and the other Lenders named therein. (21)
10.22
— Amendment to Credit Agreement, dated as of February 15, 2013, by and among the Company, as
Borrower, Wells Fargo Bank National Association, as Administrative Agent, JP Morgan Chase Bank,
N.A., as Syndication Agent, Barclays Bank PLC, Credit Agricole Corporate and Investment Bank and
Bank of American, N.A., as Co-Documentation Agents, and the other Lenders named therein. (22)
— Amendment No. 2 to Credit Agreement, dated as of February 27, 2014, among the Company, Wells Fargo
Bank, National Association, as Administrative Agent, and the other lenders that are party thereto. (23)
— Term Loan Agreement, dated as of February 27, 2014, among the Company, Wells Fargo Bank, National
Association, as Administrative Agent, and the other lenders that are party thereto. (23)
— Statement re: computation of per share earnings (contained in Note 14 to the Notes to the Consolidated
Financial Statements for the year ended December 31, 2013 in Item 8 to this Annual Report on Form 10-
K).
— Subsidiaries of the Registrant. (filed herewith)
— Consent of BDO USA, LLP, independent registered public accounting firm. (filed herewith)
10.23
10.24
11
21
23
93 31.1
31.2
32
99.1
101.INS
101.SCH
101.CAL
101.LAB
101.DEF
101.PRE
— Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (filed herewith)
— Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (filed herewith)
— Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002. (filed herewith)
— Press release dated February 16, 2016. (filed herewith)
— XBRL Instance Document. (filed herewith)
— XBRL Taxonomy Extension Schema Document. (filed herewith)
— XBRL Taxonomy Extension Calculation Linkbase Document. (filed herewith)
— XBRL Taxonomy Extension Labels Linkbase Document. (filed herewith)
— XBRL Taxonomy Extension Definition Linkbase Document. (filed herewith)
— XBRL Taxonomy Extension Presentation Linkbase Document. (filed herewith)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
(23)
Filed as an exhibit to the Company’s Form 8-K filed March 29, 2013 and hereby incorporated by reference.
Filed as an exhibit to the Company's Form 8-K filed December 23, 2015 and hereby incorporated by reference.
Filed as an exhibit to the Company’s Form 10-Q for the quarter ended June 30, 2015 and hereby incorporated by
reference.
Filed as an exhibit to the Company's Registration Statement on Form S-11 (Registration No. 33-60506) previously
filed pursuant to the Securities Act of 1933 and hereby incorporated by reference.
Filed as an exhibit to the Company's Form 8-K filed May 17, 2001 and hereby incorporated by reference.
Filed as an exhibit to the Company’s Form 8-K filed December 4, 2009 and hereby incorporated by reference.
Filed as an exhibit to the Company’s Form 8-K filed December 13, 2010 and hereby incorporated by reference.
Filed as an exhibit to the Company's Form 8-K filed March 26, 2013 and hereby incorporated by reference.
Filed as an exhibit to the Company’s Form 8-K filed April 24, 2015 and hereby incorporated by reference.
Filed as an exhibit to the Company’s Form 8-K filed December 31, 2008 and hereby incorporated by reference.
Filed as an exhibit to the Company's Form 10-Q for the quarter ended September 30, 2012 and hereby incorporated by
reference.
Filed as an exhibit to the Company's Form 10-Q for the quarter ended March 31, 2015 and hereby incorporated by
reference.
Filed as an exhibit to the Company’s Form 10-K for the year ended December 31, 1999 and hereby incorporated by
reference.
Filed as an exhibit to the Company’s Registration Statement on Form S-3 (Registration No. 33-79452) previously filed
on September 26, 2003 pursuant to the Securities Act of 1933 and hereby incorporated by reference.
Filed as an exhibit to the Company's Form 10-Q for the quarter ended June 30, 2012 and hereby incorporated by
reference.
Filed as an exhibit to the Company's Form 8-K filed February 3, 2016 and hereby incorporated by reference.
Filed as an exhibit to the Company's Form 10-Q for the quarter ended March 31, 2010 and hereby incorporated by
reference.
Filed as an exhibit to the Company’s Form 10-K for the year ended December 31, 2013 and hereby incorporated by
reference.
Filed as an exhibit to the Company’s Form 10-Q for the quarter ended June 30, 2015 and hereby incorporated by
reference.
Filed as an exhibit to the Company's proxy statement filed March 30, 2015 and hereby incorporated by reference.
Filed as an exhibit to the Company's Form 8-K filed October 19, 2011 and hereby incorporated by reference.
Filed as an exhibit to the Company's Form 10-K for the year ended December 31, 2012 and hereby incorporated by
reference.
Filed as an exhibit to the Company's Form 8-K filed February 28, 2014 and hereby incorporated by reference.
94 Executive Compensation Plans and Arrangements
The following is a list of all executive compensation plans and arrangements filed as exhibits to this Annual Report on
Form 10-K:
1. Second Amended and Restated Executive Retirement Plan (filed as Exhibit 10.1)
2. Amendment to Second Amended and Restated Executive Retirement Plan, dated as of October 30, 2012 (filed as
Exhibit 10.2)
3. Second Amendment to Second Amended and Restated Executive Retirement Plan, dated as of May 5, 2015 (filed as
Exhibit 10.3)
4.
2000 Employee Stock Purchase Plan (filed as Exhibit 10.4)
5. Second Amended and Restated Employment Agreement, dated July 31, 2012, between David R. Emery and the
Company (filed as Exhibit 10.6)
6. Third Amended and Restated Employment Agreement, dated February 16, 2016, between David R. Emery and the
Company (filed as Exhibit 10.7)
7. Second Amended and Restated Employment Agreement, dated July 31, 2012, between Scott W. Holmes and the
Company (filed as Exhibit 10.8)
8. Second Amended and Restated Employment Agreement, dated July 31, 2012, between John M. Bryant and the
Company (filed as Exhibit 10.9)
9. Third Amended and Restated Employment Agreement, dated February 16, 2016, between Todd J. Meredith and the
Company (filed as Exhibit 10.10)
10. Second Amended and Restated Employment Agreement, dated July 31, 2012, between B. Douglas Whitman, II and the
Company (filed as Exhibit 10.11)
11. Amended and Restated Employment Agreement, dated February 2, 2016, between J. Christopher Douglas and the
Company (filed as Exhibit 10.12)
12. Healthcare Realty Trust Incorporated Amended and Restated Executive Incentive Plan (filed as Exhibit 10.13)
13. 2010 Restricted Stock Implementation for Non-Employee Directors, dated May 4, 2010 (filed as Exhibit 10.14)
14. Amendment No. 1 to Restricted Stock Implementation for Non-Employee Directors (filed as Exhibit 10.15)
15. Amendment No. 2 to Restricted Stock Implementation for Non-Employee Directors (filed as Exhibit 10.16)
16. Healthcare Realty Trust Incorporated Form of Restricted Stock Agreement for Non-Employee Directors (filed as
Exhibit 10.17)
17. Healthcare Realty Trust Incorporated Form of Restricted Stock Agreement for Officers (filed as Exhibit 10.18)
18. Healthcare Realty Trust Incorporated 2015 Stock Incentive Plan (filed as Exhibit 10.19)
19. Amendment No. 1 to Healthcare Realty Trust Incorporated 2015 Stock Incentive Plan (filed as Exhibit 10.20)
95 SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on
February 16, 2016.
HEALTHCARE REALTY TRUST INCORPORATED
By:
/s/ David R. Emery
David R. Emery
Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on
behalf of the Company and in the capacities and on the date indicated.
Signature
Title
Date
/s/ David R. Emery
David R. Emery
/s/ Scott W. Holmes
Scott W. Holmes
Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
February 16, 2016
Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
February 16, 2016
/s/ Amanda L. Callaway
Amanda L. Callaway
Senior Vice President and Chief Accounting
Officer (Principal Accounting Officer)
February 16, 2016
/s/ Errol L. Biggs, Ph.D.
Errol L. Biggs, Ph.D.
/s/ Charles Raymond Fernandez, M.D.
Charles Raymond Fernandez, M.D.
/s/ Edwin B. Morris, III
Edwin B. Morris, III
/s/ John Knox Singleton
John Knox Singleton
/s/ Bruce D. Sullivan
Bruce D. Sullivan
/s/ Roger O. West
Roger O. West
/s/ Dan S. Wilford
Dan S. Wilford
Director
February 16, 2016
Director
February 16, 2016
Director
February 16, 2016
Director
February 16, 2016
Director
February 16, 2016
Director
February 16, 2016
Director
February 16, 2016
96
Schedule II – Valuation and Qualifying Accounts for the years ended
December 31, 2015, 2014 and 2013
(Dollars in thousands)
Additions and Deductions
Description
2015
2014
2013
Accounts and notes receivable allowance
Accounts and notes receivable allowance
Accounts and notes receivable allowance
Balance at
Beginning
of Period
$
$
$
465
541
740
$
$
$
Charged /
(Credited)
to Costs and
Expenses
Charged to
Other
Accounts
Uncollectible
Accounts
Written-off
Balance
at End of
Period
(194)
34
185
$
$
$
— $
— $
— $
92
110
384
$
$
$
179
465
541
97 Schedule III – Real Estate and Accumulated Depreciation as of December 31,
2015
(Dollars in thousands)
Land
Buildings, Improvements, Lease
Intangibles and CIP
Number
of
Properties
177
Property
Type
Medical
office/
outpatient
State
AL, AZ,
CA,
CO, DC,
FL, GA,
HI, IA,
IL, IN,
KS,
LA, MD,
MI, MN,
MO, MS,
NC,
NV, OH,
OK,
OR, SC,
SD, TN,
TX, VA,
WA
Inpatient
Other
Total Real
Estate
Land Held
for Develop.
Construction
in Progress
(5)
Corporate
Property
Total
Properties
13
AZ, CA,
CO, MO,
PA, TX
9 IA, IN, MI,
TN, VA
199
—
—
199
Initial
Investment
Cost
Capitalized
Subsequent
to Acquisition
Total
Initial
Investment
Cost
Capitalized
Subsequent
to
Acquisition
Total
Personal
Property
(2) (3)
(5) (6)
Total
Property
(1) (3)
Accumulated
Depreciation
(4)
Encumbrances
Date
Acquired
Date
Constructed
$
172,354
$
2,656
$175,010
$ 2,297,367
$
389,003
$2,686,370
$
3,574
$ 2,864,954
$
649,424
$
127,676
1993-2015
1905 -2015
22,165
150
22,315
363,773
14,187
377,960
265
400,540
86,605
—
1994-2013
1983 -2013
1,609
73
1,682
66,574
6,339
72,913
625
75,220
22,886
1,411
1993-2014
1906 - 2008
196,128
2,879
199,007
2,727,714
409,529
3,137,243
4,464
3,340,714
758,915
129,087
17,452
—
17,452
—
—
—
—
17,452
140
—
—
—
—
—
—
5,490
5,490
3,941
19,024
19,024
—
—
$
213,580
$
2,879
$216,459
$ 2,727,714
$
409,529
$3,156,267
$
9,954
$ 3,382,680
$
762,996
$
129,087
(1)
Includes one asset held for sale as of December 31, 2015 of approximately $1.8 million (gross) and accumulated depreciation of $1.1 million, two asset held for sale as of
December 31, 2014 of approximately $13.3 million (gross) and accumulated depreciation of $4.5 million; and three assets held for sale as of December 31, 2013 of
$17.0 million (gross) and accumulated depreciation of $10.2 million.
(2) Total assets as of December 31, 2015 have an estimated aggregate total cost of $3.4 billion for federal income tax purposes.
(3) Depreciation is provided for on a straight-line basis on buildings and improvements over 3.3 to 39.0 years, lease intangibles over to 1.9 to 93.1 years, personal property over
to 1.5 to 17.3, and land improvements over 15.0 to 38.1 years.
Includes unamortized premium of $2.7 million and unaccreted discount of $1.8 million as of December 31, 2015.
(4)
(5) Construction in progress includes $5.8 million of land.
(6) A reconciliation of Total Property and Accumulated Depreciation for the twelve months ended December 31, 2015, 2014 and 2013 follows:
(Dollars in thousands)
Beginning Balance
Additions during the period:
Real Estate acquired
Other improvements
Acquisition through Foreclosure
Land held for development
Construction in Progress
Retirement/dispositions:
Real Estate
Disposal of previously
consolidated VIE
Land held for development
Year Ended
December 31, 2015
Year Ended
December 31, 2014
Year Ended
December 31, 2013
Total Property
Accumulated
Depreciation
Total Property
Accumulated
Depreciation
Total Property
Accumulated
Depreciation
$
3,271,536
$
705,135
$
3,084,166
$
642,320
$
2,830,931
$
586,920
231,463
114,673
—
—
500
19,024
—
—
26
—
166,290
55,340
40,247
—
—
2,272
105,257
1,536
26
—
314,159
58,849
—
—
—
1,046
97,255
—
26
—
(139,741)
(56,838)
(74,507)
(46,276)
(111,656)
(42,927)
—
(102)
—
—
—
—
—
—
—
(8,117)
—
—
Ending Balance
$
3,382,680
$
762,996
$
3,271,536
$
705,135
$
3,084,166
$
642,320
98 Schedule IV – Mortgage Loans on Real Estate as of December 31, 2015
The Company had no mortgage notes receivable outstanding as of December 31, 2015.
A rollforward of mortgage loans on real estate for the three years ended December 31, 2015 follows:
(Dollars in thousands)
Balance at beginning of period
Additions during period:
New or acquired mortgages
Increased funding on existing mortgages
Deductions during period:
Principal repayments and reductions (1)
Principal reductions due to acquisitions (2) (3)
Foreclosed mortgage note receivable (4)
Balance at end of period
Year Ended December 31,
2015
2014
2013
$
1,900
$ 125,547
$ 162,191
—
—
—
1,900
1,244
3,144
4,241
58,731
62,972
(1,900)
—
—
(5,605)
(81,213)
(39,973)
(2,413)
(97,203)
—
(1,900)
(126,791)
(99,616)
$
— $
1,900
$ 125,547
(1)
(2)
(3)
(4)
Principal repayments for the years ended December 31, 2015, 2014 and 2013 include unscheduled principal reductions on mortgage
notes of $1.9 million, $5.6 million and $2.4 million, respectively.
In September 2013, the Company acquired an orthopedic facility in Missouri for $102.6 million, including the elimination of the
construction mortgage note receivable totaling $97.2 million.
In May 2014, the Company acquired a medical office building in Oklahoma for $85.4 million, including the elimination of the
construction mortgage note receivable totaling $81.2 million and cash consideration of approximately $4.1 million.
In March 2014, the Company acquired a medical office building in Iowa in satisfaction of a $40.0 million mortgage note receivable that
matured on January 10, 2014. The cash flows from the operations of the property were sufficient to pay the Company interest from the
maturity date through the date of the transfer of ownership to the Company at the 7.7% fixed interest rate plus an additional 3% of
interest for the default interest rate. The Company did not recognize any of the $1.5 million exit fee receivable that was due upon
maturity of the mortgage note receivable.
99