Healthcare Realty Trust Inc 10-Q

Item 1. Financial Statements (Unaudited) HEALTHCARE TRUST OF AMERICA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except for share and per share data) (Unaudited) September 30, 2020 December 31, 2019 ASSETS Real estate investments: Land $ 587,363 $ 584,546 Building and improvements 6,385,863 6,252,854 Lease intangibles 619,048 628,066 Construction in progress 44,128 28,150 7,636,402 7,493,616 Accumulated depreciation and amortization ( 1,642,827 ) ( 1,447,815 ) Real estate investments, net 5,993,575 6,045,801 Investment in unconsolidated joint venture 64,756 65,888 Cash and cash equivalents 227,138 32,713 Restricted cash 4,108 4,903 Receivables and other assets, net 239,641 237,024 Right-of-use assets - operating leases, net 234,846 239,867 Other intangibles, net 10,508 12,553 Total assets $ 6,774,572 $ 6,638,749 LIABILITIES AND EQUITY Liabilities: Debt $ 3,026,534 $ 2,749,775 Accounts payable and accrued liabilities 168,696 171,698 Derivative financial instruments - interest rate swaps 16,697 29 Security deposits, prepaid rent and other liabilities 56,263 49,174 Lease liabilities - operating leases 198,445 198,650 Intangible liabilities, net 33,586 38,779 Total liabilities 3,500,221 3,208,105 Commitments and contingencies Equity: Preferred stock, $ 0.01 par value; 200,000,000 shares authorized; none issued and outstanding — — Class A common stock, $ 0.01 par value; 1,000,000,000 shares authorized; 218,566,057 and 216,453,312 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively 2,186 2,165 Additional paid-in capital 4,914,767 4,854,042 Accumulated other comprehensive (loss) income ( 18,747 ) 4,546 Cumulative dividends in excess of earnings ( 1,685,813 ) ( 1,502,744 ) Total stockholders’ equity 3,212,393 3,358,009 Noncontrolling interests 61,958 72,635 Total equity 3,274,351 3,430,644 Total liabilities and equity $ 6,774,572 $ 6,638,749 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except for per share data) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenues: Rental income $ 187,258 $ 174,844 $ 551,459 $ 515,328 Interest and other operating income 68 160 488 399 Total revenues 187,326 175,004 551,947 515,727 Expenses: Rental 57,248 53,807 170,310 158,213 General and administrative 10,670 9,788 32,348 31,157 Transaction 125 522 297 858 Depreciation and amortization 75,892 73,820 228,484 211,730 Interest expense 23,136 24,625 71,285 72,601 Total expenses 167,071 162,562 502,724 474,559 Gain (loss) on sale of real estate, net — — 1,991 ( 37 ) Loss on extinguishment of debt, net ( 27,726 ) ( 21,646 ) ( 27,726 ) ( 21,646 ) Income from unconsolidated joint venture 422 422 1,223 1,456 Other income 117 205 290 781 Net (loss) income $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,722 Net loss (income) attributable to noncontrolling interests (1) 105 114 ( 438 ) ( 486 ) Net (loss) income attributable to common stockholders $ ( 6,827 ) $ ( 8,463 ) $ 24,563 $ 21,236 Earnings per common share - basic: Net (loss) income attributable to common stockholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10 Earnings per common share - diluted: Net (loss) income attributable to common stockholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10 Weighted average common shares outstanding: Basic 218,549 205,277 217,911 205,156 Diluted 218,549 205,277 221,521 209,026 (1) Includes amounts attributable to redeemable noncontrolling interests for the nine months ended September 30, 2019. The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net (loss) income $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,722 Other comprehensive income (loss) Change in unrealized gains (losses) on cash flow hedges 2,054 2,290 ( 23,672 ) 1,519 Total other comprehensive income (loss) 2,054 2,290 ( 23,672 ) 1,519 Total comprehensive (loss) income ( 4,878 ) ( 6,287 ) 1,329 23,241 Comprehensive loss (income) attributable to noncontrolling interests 73 71 ( 59 ) ( 448 ) Total comprehensive (loss) income attributable to common stockholders $ ( 4,805 ) $ ( 6,216 ) $ 1,270 $ 22,793 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (In thousands) (Unaudited) Class A Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Cumulative Dividends in Excess of Earnings Total Stockholders’ Equity Noncontrolling Interests Total Equity Shares Amount Balance as of December 31, 2018 205,267 $ 2,053 $ 4,525,969 $ 307 $ ( 1,272,305 ) $ 3,256,024 $ 78,890 $ 3,334,914 Share-based award transactions, net 293 3 3,386 — — 3,389 — 3,389 Repurchase and cancellation of common stock ( 478 ) ( 5 ) ( 11,921 ) — — ( 11,926 ) — ( 11,926 ) Redemption of noncontrolling interest and other 18 — 527 — — 527 ( 527 ) — Dividends declared ($ 0.310 per common share) — — — — ( 63,578 ) ( 63,578 ) ( 1,306 ) ( 64,884 ) Net income — — — — 13,440 13,440 233 13,673 Other comprehensive loss — — — ( 382 ) — ( 382 ) ( 8 ) ( 390 ) Balance as of March 31, 2019 205,100 2,051 4,517,961 ( 75 ) ( 1,322,443 ) 3,197,494 77,282 3,274,776 Issuance of OP Units in HTALP — — — — — — 2,603 2,603 Share-based award transactions, net ( 3 ) — 2,102 — — 2,102 — 2,102 Repurchase and cancellation of common stock ( 6 ) — ( 169 ) — — ( 169 ) — ( 169 ) Redemption of noncontrolling interest and other 27 — 1,209 — — 1,209 ( 785 ) 424 Dividends declared ($ 0.310 per common share) — — — — ( 63,579 ) ( 63,579 ) ( 1,334 ) ( 64,913 ) Net income — — — — 16,259 16,259 301 16,560 Other comprehensive loss — — — ( 374 ) — ( 374 ) ( 7 ) ( 381 ) Balance as of June 30, 2019 205,118 2,051 4,521,103 ( 449 ) ( 1,369,763 ) 3,152,942 78,060 3,231,002 Issuance of common stock 1,840 19 51,785 — — 51,804 — 51,804 Issuance of limited partner OP Units in connection with acquisitions — — — — — — 2,000 2,000 Share-based award transactions, net 31 — 2,337 — — 2,337 — 2,337 Repurchase and cancellation of common stock ( 2 ) — ( 65 ) — — ( 65 ) — ( 65 ) Redemption of noncontrolling interest and other 199 2 6,016 — — 6,018 ( 5,951 ) 67 Dividends declared ($ 0.315 per common share) — — — — ( 65,134 ) ( 65,134 ) ( 1,255 ) ( 66,389 ) Net loss — — — — ( 8,463 ) ( 8,463 ) ( 114 ) ( 8,577 ) Other comprehensive income — — — 2,247 — 2,247 43 2,290 Balance as of September 30, 2019 207,186 $ 2,072 $ 4,581,176 $ 1,798 $ ( 1,443,360 ) $ 3,141,686 $ 72,783 $ 3,214,469 7 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Cont'd) (In thousands) (Unaudited) Class A Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Cumulative Dividends in Excess of Earnings Total Stockholders’ Equity Noncontrolling Interests Total Equity Shares Amount Balance as of December 31, 2019 216,453 $ 2,165 $ 4,854,042 $ 4,546 $ ( 1,502,744 ) $ 3,358,009 $ 72,635 $ 3,430,644 Issuance of common stock, net 1,675 17 50,003 — — 50,020 — 50,020 Share-based award transactions, net 236 2 3,201 — — 3,203 — 3,203 Repurchase and cancellation of common stock ( 154 ) ( 2 ) ( 4,622 ) — — ( 4,624 ) — ( 4,624 ) Redemption of noncontrolling interest and other 273 3 6,773 — — 6,776 ( 6,776 ) — Dividends declared ($ 0.315 per common share) — — — — ( 68,867 ) ( 68,867 ) ( 1,134 ) ( 70,001 ) Net income — — — — 17,901 17,901 307 18,208 Other comprehensive loss — — — ( 22,138 ) — ( 22,138 ) ( 360 ) ( 22,498 ) Balance as of March 31, 2020 218,483 2,185 4,909,397 ( 17,592 ) ( 1,553,710 ) 3,340,280 64,672 3,404,952 Issuance of OP Units in HTALP — — — — — — 1,378 1,378 Share-based award transactions, net ( 1 ) — 2,100 — — 2,100 — 2,100 Repurchase and cancellation of common stock ( 7 ) — ( 174 ) — — ( 174 ) — ( 174 ) Redemption of noncontrolling interest and other 40 — 1,096 — — 1,096 ( 1,096 ) — Dividends declared ($ 0.315 per common share) — — — — ( 68,827 ) ( 68,827 ) ( 1,162 ) ( 69,989 ) Net income — — — — 13,489 13,489 236 13,725 Other comprehensive loss — — — ( 3,176 ) — ( 3,176 ) ( 52 ) ( 3,228 ) Balance as of June 30, 2020 218,515 2,185 4,912,419 ( 20,768 ) ( 1,609,048 ) 3,284,788 63,976 3,348,764 Share-based award transactions, net 28 1 1,831 — — 1,832 — 1,832 Repurchase and cancellation of common stock ( 11 ) — ( 296 ) — — ( 296 ) — ( 296 ) Redemption of noncontrolling interest and other 34 — 813 — — 813 ( 813 ) — Dividends declared ($ 0.320 per common share) — — — — ( 69,938 ) ( 69,938 ) ( 1,133 ) ( 71,071 ) Net loss — — — — ( 6,827 ) ( 6,827 ) ( 105 ) ( 6,932 ) Other comprehensive income — — — 2,021 — 2,021 33 2,054 Balance as of September 30, 2020 218,566 $ 2,186 $ 4,914,767 $ ( 18,747 ) $ ( 1,685,813 ) $ 3,212,393 $ 61,958 $ 3,274,351 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 30, 2020 2019 Cash flows from operating activities: Net income $ 25,001 $ 21,722 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 211,843 203,392 Share-based compensation expense 7,135 7,828 Income from unconsolidated joint venture ( 1,223 ) ( 1,456 ) Distributions from unconsolidated joint venture 2,455 2,225 (Gain) loss on sale of real estate, net ( 1,991 ) 37 Loss on extinguishment of debt, net 27,726 21,646 Changes in operating assets and liabilities: Receivables and other assets, net 3,282 ( 2,148 ) Accounts payable and accrued liabilities ( 11,787 ) ( 19,783 ) Security deposits, prepaid rent and other liabilities 7,227 4,919 Net cash provided by operating activities 269,668 238,382 Cash flows from investing activities: Investments in real estate ( 52,553 ) ( 223,168 ) Development of real estate ( 49,479 ) ( 14,253 ) Proceeds from the sale of real estate 6,420 1,193 Capital expenditures ( 59,016 ) ( 59,533 ) Collection of real estate notes receivable 709 551 Advances on real estate notes receivable ( 6,000 ) — Net cash used in investing activities ( 159,919 ) ( 295,210 ) Cash flows from financing activities: Borrowings on unsecured revolving credit facility 1,329,862 365,000 Payments on unsecured revolving credit facility ( 1,429,862 ) ( 350,000 ) Proceeds from unsecured senior notes 793,568 906,927 Payments on unsecured senior notes ( 300,000 ) ( 700,000 ) Payments on secured mortgage loans ( 114,060 ) ( 96,765 ) Deferred financing costs ( 6,532 ) ( 6,954 ) Debt extinguishment costs ( 25,938 ) ( 18,383 ) Proceeds from issuance of common stock 50,020 51,804 Issuance of OP Units 1,378 — Repurchase and cancellation of common stock ( 5,094 ) ( 12,159 ) Dividends paid ( 205,880 ) ( 190,853 ) Distributions paid to noncontrolling interest of limited partners ( 3,581 ) ( 7,503 ) Net cash provided by (used in) financing activities 83,881 ( 58,886 ) Net change in cash, cash equivalents and restricted cash 193,630 ( 115,714 ) Cash, cash equivalents and restricted cash - beginning of period 37,616 133,530 Cash, cash equivalents and restricted cash - end of period $ 231,246 $ 17,816 The accompanying notes are an integral part of these condensed consolidated financial statements. 9 Table of Contents HEALTHCARE TRUST OF AMERICA HOLDINGS, LP CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except unit data) (Unaudited) September 30, 2020 December 31, 2019 ASSETS Real estate investments: Land $ 587,363 $ 584,546 Building and improvements 6,385,863 6,252,854 Lease intangibles 619,048 628,066 Construction in progress 44,128 28,150 7,636,402 7,493,616 Accumulated depreciation and amortization ( 1,642,827 ) ( 1,447,815 ) Real estate investments, net 5,993,575 6,045,801 Investment in unconsolidated joint venture 64,756 65,888 Cash and cash equivalents 227,138 32,713 Restricted cash 4,108 4,903 Receivables and other assets, net 239,641 237,024 Right-of-use assets - operating leases, net 234,846 239,867 Other intangibles, net 10,508 12,553 Total assets $ 6,774,572 $ 6,638,749 LIABILITIES AND PARTNERS’ CAPITAL Liabilities: Debt $ 3,026,534 $ 2,749,775 Accounts payable and accrued liabilities 168,696 171,698 Derivative financial instruments - interest rate swaps 16,697 29 Security deposits, prepaid rent and other liabilities 56,263 49,174 Lease liabilities - operating leases 198,445 198,650 Intangible liabilities, net 33,586 38,779 Total liabilities 3,500,221 3,208,105 Commitments and contingencies Partners’ Capital: Limited partners’ capital, 3,533,826 and 3,834,279 OP Units issued and outstanding as of September 30, 2020 and December 31, 2019, respectively 61,688 72,365 General partners’ capital, 218,566,057 and 216,453,312 OP Units issued and outstanding as of September 30, 2020 and December 31, 2019, respectively 3,212,663 3,358,279 Total partners’ capital 3,274,351 3,430,644 Total liabilities and partners’ capital $ 6,774,572 $ 6,638,749 The accompanying notes are an integral part of these condensed consolidated financial statements. 10 Table of Contents HEALTHCARE TRUST OF AMERICA HOLDINGS, LP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per unit data) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenues: Rental income $ 187,258 $ 174,844 $ 551,459 $ 515,328 Interest and other operating income 68 160 488 399 Total revenues 187,326 175,004 551,947 515,727 Expenses: Rental 57,248 53,807 170,310 158,213 General and administrative 10,670 9,788 32,348 31,157 Transaction 125 522 297 858 Depreciation and amortization 75,892 73,820 228,484 211,730 Interest expense 23,136 24,625 71,285 72,601 Total expenses 167,071 162,562 502,724 474,559 Gain (loss) on sale of real estate, net — — 1,991 ( 37 ) Loss on extinguishment of debt, net ( 27,726 ) ( 21,646 ) ( 27,726 ) ( 21,646 ) Income from unconsolidated joint venture 422 422 1,223 1,456 Other income 117 205 290 781 Net (loss) income $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,722 Net income attributable to noncontrolling interests — — — ( 66 ) Net (loss) income attributable to common unitholders $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,656 Earnings per common OP Unit - basic: Net (loss) income attributable to common unitholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10 Earnings per common OP Unit - diluted: Net (loss) income attributable to common unitholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10 Weighted average common OP Units outstanding: Basic 222,101 209,164 221,521 209,056 Diluted 222,101 209,164 221,521 209,056 The accompanying notes are an integral part of these condensed consolidated financial statements. 11 Table of Contents HEALTHCARE TRUST OF AMERICA HOLDINGS, LP CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net (loss) income $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,722 Other comprehensive income (loss) Change in unrealized gains (losses) on cash flow hedges 2,054 2,290 ( 23,672 ) 1,519 Total other comprehensive income (loss) 2,054 2,290 ( 23,672 ) 1,519 Total comprehensive (loss) income ( 4,878 ) ( 6,287 ) 1,329 23,241 Comprehensive income attributable to noncontrolling interests — — — ( 66 ) Total comprehensive (loss) income attributable to common unitholders $ ( 4,878 ) $ ( 6,287 ) $ 1,329 $ 23,175 The accompanying notes are an integral part of these condensed consolidated financial statements. 12 Table of Contents HEALTHCARE TRUST OF AMERICA HOLDINGS, LP CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS ’ CAPITAL (In thousands) (Unaudited) General Partners’ Capital Limited Partners’ Capital Total Partners’ Capital Units Amount Units Amount Balance as of December 31, 2018 205,267 $ 3,256,294 3,929 $ 78,620 $ 3,334,914 Share-based award transactions, net 293 3,389 — — 3,389 Redemption and cancellation of general partner OP Units ( 478 ) ( 11,926 ) — — ( 11,926 ) Redemption of limited partner OP Units and other 18 527 ( 18 ) ( 527 ) — Distributions declared ($ 0.310 per common OP Unit) — ( 63,578 ) — ( 1,306 ) ( 64,884 ) Net income — 13,440 — 233 13,673 Other comprehensive loss — ( 382 ) — ( 8 ) ( 390 ) Balance as of March 31, 2019 205,100 3,197,764 3,911 77,012 3,274,776 Issuance of limited partner OP Units — — 91 2,603 2,603 Share-based award transactions, net ( 3 ) 2,102 — — 2,102 Redemption and cancellation of general partner OP Units ( 6 ) ( 169 ) — — ( 169 ) Redemption of limited partner OP Units and other 27 1,209 ( 27 ) ( 785 ) 424 Distributions declared ($ 0.310 per common OP Unit) — ( 63,579 ) — ( 1,334 ) ( 64,913 ) Net income — 16,259 — 301 16,560 Other comprehensive loss — ( 374 ) — ( 7 ) ( 381 ) Balance as of June 30, 2019 205,118 3,153,212 3,975 77,790 3,231,002 Issuance of general partner OP Units 1,840 51,804 — — 51,804 Issuance of limited partner OP Units in connection with acquisitions — — 72 2,000 2,000 Share-based award transactions, net 31 2,337 — — 2,337 Redemption and cancellation of general partner OP Units ( 2 ) ( 65 ) — — ( 65 ) Redemption of limited partner OP Units and other 199 6,018 ( 199 ) ( 5,951 ) 67 Distributions declared ($ 0.315 per common OP Unit) — ( 65,134 ) — ( 1,255 ) ( 66,389 ) Net loss — ( 8,463 ) — ( 114 ) ( 8,577 ) Other comprehensive income — 2,247 — 43 2,290 Balance as of September 30, 2019 207,186 $ 3,141,956 3,848 $ 72,513 $ 3,214,469 13 Table of Contents HEALTHCARE TRUST OF AMERICA HOLDINGS, LP CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS ’ CAPITAL (In thousands) (Unaudited) General Partners’ Capital Limited Partners’ Capital Total Partners’ Capital Units Amount Units Amount Balance as of December 31, 2019 216,453 $ 3,358,279 3,834 $ 72,365 $ 3,430,644 Issuance of general partner OP Units 1,675 50,020 — — 50,020 Share-based award transactions, net 236 3,203 — — 3,203 Redemption and cancellation of general partner OP Units ( 154 ) ( 4,624 ) — — ( 4,624 ) Redemption of limited partner OP Units and other 273 6,776 ( 273 ) ( 6,776 ) — Distributions declared ($ 0.315 per common OP Unit) — ( 68,867 ) — ( 1,134 ) ( 70,001 ) Net income — 17,901 — 307 18,208 Other comprehensive loss — ( 22,138 ) — ( 360 ) ( 22,498 ) Balance as of March 31, 2020 218,483 3,340,550 3,561 64,402 3,404,952 Issuance of limited partner OP Units — — 47 1,378 1,378 Share-based award transactions, net ( 1 ) 2,100 — — 2,100 Redemption and cancellation of general partner OP Units ( 7 ) ( 174 ) — — ( 174 ) Redemption of limited partner OP Units and other 40 1,096 ( 40 ) ( 1,096 ) — Distributions declared ($ 0.315 per common OP Unit) — ( 68,827 ) — ( 1,162 ) ( 69,989 ) Net income — 13,489 — 236 13,725 Other comprehensive loss — ( 3,176 ) — ( 52 ) ( 3,228 ) Balance as of June 30, 2020 218,515 3,285,058 3,568 63,706 3,348,764 Share-based award transactions, net 28 1,832 — — 1,832 Redemption and cancellation of general partner OP Units ( 11 ) ( 296 ) — — ( 296 ) Redemption of limited partner OP Units and other 34 813 ( 34 ) ( 813 ) — Distributions declared ($ 0.320 per common OP Unit) — ( 69,938 ) — ( 1,133 ) ( 71,071 ) Net loss — ( 6,827 ) — ( 105 ) ( 6,932 ) Other comprehensive income — 2,021 — 33 2,054 Balance as of September 30, 2020 218,566 $ 3,212,663 3,534 $ 61,688 $ 3,274,351 The accompanying notes are an integral part of these condensed consolidated financial statements. 14 Table of Contents HEALTHCARE TRUST OF AMERICA HOLDINGS, LP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 30, 2020 2019 Cash flows from operating activities: Net income $ 25,001 $ 21,722 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 211,843 203,392 Share-based compensation expense 7,135 7,828 Income from unconsolidated joint venture ( 1,223 ) ( 1,456 ) Distributions from unconsolidated joint venture 2,455 2,225 (Gain) loss on sale of real estate, net ( 1,991 ) 37 Loss on extinguishment of debt, net 27,726 21,646 Changes in operating assets and liabilities: Receivables and other assets, net 3,282 ( 2,148 ) Accounts payable and accrued liabilities ( 11,787 ) ( 19,783 ) Security deposits, prepaid rent and other liabilities 7,227 4,919 Net cash provided by operating activities 269,668 238,382 Cash flows from investing activities: Investments in real estate ( 52,553 ) ( 223,168 ) Development of real estate ( 49,479 ) ( 14,253 ) Proceeds from the sale of real estate 6,420 1,193 Capital expenditures ( 59,016 ) ( 59,533 ) Collection of real estate notes receivable 709 551 Advances on real estate notes receivable ( 6,000 ) — Net cash used in investing activities ( 159,919 ) ( 295,210 ) Cash flows from financing activities: Borrowings on unsecured revolving credit facility 1,329,862 365,000 Payments on unsecured revolving credit facility ( 1,429,862 ) ( 350,000 ) Proceeds from unsecured senior notes 793,568 906,927 Payments from unsecured senior notes ( 300,000 ) ( 700,000 ) Payments on secured mortgage loans ( 114,060 ) ( 96,765 ) Deferred financing costs ( 6,532 ) ( 6,954 ) Debt extinguishment costs ( 25,938 ) ( 18,383 ) Proceeds from issuance of general partner units 50,020 51,804 Issuance of OP Units 1,378 — Repurchase and cancellation of general partner units ( 5,094 ) ( 12,159 ) Distributions paid to general partner ( 205,880 ) ( 190,853 ) Distributions paid to limited partners and redeemable noncontrolling interests ( 3,581 ) ( 7,503 ) Net cash provided by (used in) financing activities 83,881 ( 58,886 ) Net change in cash, cash equivalents and restricted cash 193,630 ( 115,714 ) Cash, cash equivalents and restricted cash - beginning of period 37,616 133,530 Cash, cash equivalents and restricted cash - end of period $ 231,246 $ 17,816 The accompanying notes are an integral part of these condensed consolidated financial statements. 15 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Unless otherwise indicated or unless the context requires otherwise the use of the words “we,” “us,” or “our” refers to Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP, collectively. 1. Organization and Description of Business HTA, a Maryland corporation, and HTALP, a Delaware limited partnership, were incorporated or formed, as applicable, on April 20, 2006. HTA operates as a REIT and is the general partner of HTALP, which is the operating partnership, in an umbrella partnership, or “UPREIT” structure. HTA has qualified and intends to continue to be taxed as a REIT for federal income tax purposes under the applicable sections of the Internal Revenue Code. We own real estate primarily consisting of medical office buildings (“MOBs”) located on or adjacent to hospital campuses or in off-campus, community core outpatient locations across 33 states within the United States, and we lease space to tenants primarily consisting of health systems, research and academic institutions, and various sized physician practices. Through our full-service operating platform, we provide leasing, asset management, acquisitions, development and other related services for our properties. Our primary objective is to maximize stockholder value with growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing, building services and property management oversight; (ii) target accretive acquisitions and developments of MOBs in markets with attractive demographics that complement our existing portfolio; and (iii) actively manage our balance sheet to maintain flexibility with conservative leverage. Additionally, from time to time we consider, on an opportunistic basis, significant portfolio acquisitions that we believe fit our core business and we expect to enhance our existing portfolio. 2. Summary of Significant Accounting Policies The summary of significant accounting policies presented below is designed to assist in understanding our condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the U.S. (“GAAP”) in all material respects and have been consistently applied in preparing our accompanying condensed consolidated financial statements. Basis of Presentation Our accompanying condensed consolidated financial statements include our accounts and those of our subsidiaries and any consolidated variable interest entities (“VIEs”). All inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements. Reclassifications Certain prior year amounts related to the presentation of derivative financial instruments - cash flow hedges on the accompanying condensed consolidated balance sheets have been reclassified to conform to the current year presentation. Interim Unaudited Financial Data Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable for the full year. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2019 Annual Report on Form 10-K. Principles of Consolidation The condensed consolidated financial statements include the accounts of our subsidiaries and consolidated joint venture arrangements. The portions of the HTALP operating partnership not owned by us are presented as noncontrolling interests on the accompanying condensed consolidated balance sheets and statements of operations, condensed consolidated statements of comprehensive income, and condensed consolidated statements of equity and changes in partners’ capital. Holders of OP Units are considered to be noncontrolling interest holders in HTALP and their ownership interests are reflected as equity on the accompanying condensed consolidated balance sheets. Further, a portion of the earnings and losses of HTALP are allocated to noncontrolling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to 16 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) common stock is recorded as a component of equity. As of September 30, 2020 and December 31, 2019, there were approximately 3.5 million and 3.8 million, respectively, of OP Units issued and outstanding held by noncontrolling interest holders. VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. A primary beneficiary is one that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The HTALP operating partnership and our other joint venture arrangements are VIEs because the limited partners in those partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Additionally, we determined that we are the primary beneficiary of our VIEs. Accordingly, we consolidate our interests in the HTALP operating partnership and in our other joint venture arrangements. However, because we hold what is deemed a majority voting interest in the HTALP operating partnership and our other joint venture arrangements, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent asset and liabilities. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in adverse ways, and those estimates could be different under different assumptions or conditions. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. Restricted cash is comprised of: (i) reserve accounts for property taxes, insurance, capital and tenant improvements; (ii) collateral accounts for debt and interest rate swaps; and (iii) deposits for future investments. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets to the combined amounts shown on the accompanying condensed consolidated statements of cash flows (in thousands): September 30, 2020 2019 Cash and cash equivalents $ 227,138 $ 12,748 Restricted cash 4,108 5,068 Total cash, cash equivalents and restricted cash $ 231,246 $ 17,816 Revenue Recognition Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between rental income recognized and amounts contractually due under the lease agreements are recorded as straight-line rent receivables. Tenant reimbursements, which is comprised of additional amounts recoverable from tenants for real estate taxes, common area maintenance and other certain operating expenses are recognized as revenue on a gross basis in the period in which the related recoverable expenses are incurred. We accrue revenue corresponding to these expenses on a quarterly basis to adjust recorded amounts to our best estimate of the final annual amounts to be billed. Subsequent to year-end, on a calendar year basis, we perform reconciliations on a lease-by-lease basis and bill or credit each tenant for any differences between the estimated expenses we billed and the actual expenses that were incurred. We recognize lease termination fees when there is a signed termination letter agreement, all of the conditions of the agreement have been met, and the tenant is no longer occupying the property. Rental income is reported net of amortization of inducements. The revenue recognition process is based on a five-step model to account for revenue arising from contracts with customers as outlined in Topic 606. We recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We have identified all of our revenue streams and we have concluded that rental income from leasing arrangements represents a substantial portion of our revenue and is governed and evaluated with the adoption of Topic 842. 17 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Investments in Real Estate Depreciation expense of buildings and improvements for the three months ended September 30, 2020 and 2019 was $ 59.2 million and $ 54.9 million, respectively. Depreciation expense of buildings and improvements for the nine months ended September 30, 2020 and 2019 was $ 176.4 million and $ 158.9 million, respectively. Leases As a lessor, we lease space in our MOBs primarily to medical enterprises for terms generally ranging from three to seven years in length. The assets underlying these leases consist of buildings and associated land which are included as real estate investments on our accompanying condensed consolidated balance sheets. All of our leases for which we are the lessor are classified as operating leases under Topic 842. Leases, for which we are the lessee, are classified as separate components on our accompanying condensed consolidated balance sheets. Operating leases are included as right-of-use (“ROU”) assets - operating leases, net, with a corresponding lease liability. Financing lease assets are included in receivables and other assets, net, with a corresponding lease liability in security deposits, prepaid rent and other liabilities. A lease liability is recognized for our obligation related to the lease and an ROU asset represents our right to use the underlying asset over the lease term. Refer to Note 7 - Leases in the accompanying notes to the condensed consolidated financial statements for more detail relating to our leases. Through the duration of the 2020 coronavirus ("COVID-19") pandemic, many lessors may elect to provide rent deferrals and other lease concessions to lessees. While the lease modification guidance in Accounting Standards Codification (“ASC”) Topic 842 ("Topic 842") addresses routine changes to lease terms resulting from negotiations between the lessee and the lessor, this guidance did not contemplate concessions getting rapidly executed to address the sudden liquidity constraints of some lessees arising from the COVID-19 pandemic. In April 2020, the Financial Accounting Standards Board (“FASB”) staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic. Under existing lease guidance, we would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A allows us, if certain criteria have been met, to bypass the lease by lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. In conformity with this guidance, we have elected to apply such relief and will use the election so as not to perform a lease by lease analysis where conditions warrant. The Lease Modification Q&A had no material impact on our condensed consolidated financial statements as of and for the three and nine months ended September 30, 2020, however, its future impact to us is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by us at the time of entering into any such concessions. For the three and nine months ended September 30, 2020, changes to our leases as a result of COVID-19 have been in two categories. Leases are categorized based upon the impact of the modification on its cash flows. One category is rent deferrals for which the guidance above was utilized, which provided relief from requiring a lease by lease analysis pursuant to Topic 842. These deferrals are generally for up to three months of rent with a payback period from three to twelve months once the deferral period has ended. Deferrals do not have an impact on cash flows over the lease term, rather, payments are made in different periods while the cash flows for the entirety of the lease term are the same. However, we have continued to recognize revenue and straight line revenue for amounts subject to deferral agreements in accordance with Topic 842. In total, we have approved deferral plans that total approximately $ 11.0 million, of which approximately $ 3.7 million have been repaid through October 28, 2020. The second category is early renewals, where the Company renewed lease arrangements prior to their contractual expirations, providing concession at the commencement of the lease in exchange for additional term, on average approximately three years. This category is treated as a modification under Topic 842, with the existing balance of cumulative difference between rental income and payment amounts (existing straight line rent receivable) being recast over the new term, factoring in any changes attributable to the new lease arrangement and for which we performed a lease by lease analysis. Cash flows are impacted over the long term as customary free rent, at an average of three months in conjunction with these agreements, and is offset by substantively more term and/or increased rental rates. Subsequent to September 30, 2020, and through October 31, 2020, the Company has entered into minimal new deferral arrangements or early renewal leases with substantive amounts of free rent or other forms of concession at the onset of the lease. Credit Losses The Company adopted Topic 326 - Financial Instruments - Credit Losses as of January 1, 2020. See the "Recently Issued or Adopted Accounting Pronouncements" below for further information. Pursuant to the guidance, we adopted a policy to book current expected credit losses at the inception of loans qualifying for treatment under Topic 326. During the nine months ended September 30, 2020 , we financed as the lender, a one-yea r, $ 6 million loan to which we hold a first trust deed in the underlying 18 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) property as collateral. Given the one-yea r term, management's estimated loan-to-value at inception, and estimated probability of default, we determined that any current expected credit loss would be insignificant. In addition, as of September 30, 2020, we believe that our initial assumptions have not substantively changed and, accordingly, we continue to not record any expected losses. Redeemable Noncontrolling Interests Prior to June 30, 2019, we had redeemable noncontrolling interests related to the noncontrolling interest in a joint venture in which we own the majority interest. The noncontrolling interest holders in the joint venture had the option to redeem their noncontrolling interest through the exercise of put options that were issued at the initial formation of the joint venture. The last exercisable put option lapsed on June 30, 2019, and, at that time, all holders of redeemable noncontrolling interests had either converted their interest to OP Units or received cash proceeds. For the nine months ended September 30, 2019, we recognized $ 66 thousand of income related to the noncontrolling interests in the net income attributable to noncontrolling interests in our accompanying condensed consolidated statements of operations. Unconsolidated Joint Ventures We account for our investments in unconsolidated joint ventures using the equity method of accounting because we have the ability to exercise significant influence, but not control, over the financial and operational policy decisions of the investments. Using the equity method of accounting, the initial investment is recognized at cost and subsequently adjusted for our share of the net income and any distributions from the joint venture. As of September 30, 2020 and December 31, 2019, we had a 50 % interest in one such investment with a carrying value and maximum exposure to risk of $ 64.8 million and $ 65.9 million, respectively, which is recorded in investment in unconsolidated joint venture on the accompanying condensed consolidated balance sheets. We record our share of net income in income from unconsolidated joint venture on the accompanying condensed consolidated statements of operations. For both the three months ended September 30, 2020 and 2019, we recognized income of $ 0.4 million. For the nine months ended September 30, 2020 and 2019, we recognized income of $ 1.2 million and $ 1.5 million, respectively. Recently Issued or Adopted Accounting Pronouncements Recently Adopted Accounting Pronouncements ASU 2016-13, Financial Instruments Credit Losses; Measurement of Credit Losses on Financial Instruments and ASU 2018-19, 2019-04 and 2019-05, Improvements to Topic 326, Financial Instruments-Credit Losses In June 2016, the FASB issued ASU 2016-13, which is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis. ASU 2018-19 also clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of these receivables should be accounted for in accordance with Topic 842, Leases. ASU 2019-04 provides clarification on the measurement, presentation and disclosure of credit losses on financial assets. ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis for comparability to any new financial assets that elect the fair value option. We adopted, on a modified-retrospective basis, ASU 2016-13, ASU 2018-19, ASU 2019-04 and ASU 2019-05 collectively as of January 1, 2020. The adoption did not have a material effect on our financial statements and related footnotes. See the "Credit Losses" section above for further details. ASU 2018-13, Fair Value Measurement; Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU 2018-13, which modifies the disclosure requirements on fair value measurements in Topic 820 as follows: (a) disclosure removals: (i) the amount of and reasons for transfers between Level 1 and Level 2; (ii) the policy for timing of transfers between levels; and (iii) the valuation process for Level 3 fair value measurements; (b) disclosure modifications: (i) no requirement to disclose the timing of liquidation unless the investee has communicated the timing to the reporting entity or announced the timing publicly; and (ii) for Level 3 fair value measurements, a narrative description of measurement uncertainty at the reporting date, not the sensitivity to future changes; and (c) disclosure additions: (i) for recurring Level 3 measurements, disclose the changes in unrealized gains and losses for the period included in OCI and the statement of comprehensive income; and (ii) for Level 3 fair value measurements in the table of significant input, disclose the range and weighted average of the significant unobservable inputs and the way it is calculated. We adopted ASU 2018-13 as of January 1, 2020 and as of September 30, 2020 there were no transfers between levels and no Level 3 inputs for the period. Refer to Note 12 - Fair Value of Financial Instruments in the accompanying notes to the condensed consolidated financial statements for more detail relating to our fair value disclosures. 19 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Recently Issued Accounting Pronouncements ASU 2020-04, Reference Rate Reform (Topic 848) In March 2020, the FASB issued ASU 2020-04, which is intended to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Reference rate reform is necessary due to the phase out of LIBOR at the end of 2021. The ASU is optional and provides relief around modification and hedge accounting as it specifically arises from changing reference rates, in addition to optional expedients for cash flow hedges, which the Company has. For information related to the Company's current cash flow hedges, refer to Note 9 - Derivative Financial Instruments and Hedging Activities. The amendment is effective from March 12, 2020 through December 31, 2022. The Company is evaluating how the transition away from LIBOR will effect the Company and if the guidance in this standard will be adopted, however, if adopted, we do not expect that this ASU will have a material impact on our financial statements. 3. Investments in Real Estate For the nine months ended September 30, 2020, our investments had an aggregate purchase price of $ 52.9 million. As part of these investments, we incurred approximately $ 0.3 million of capitalized costs. The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the nine months ended September 30, 2020 and 2019, respectively (in thousands): Nine Months Ended September 30, 2020 2019 Land $ 2,817 $ 33,408 Building and improvements 45,610 174,708 In place leases 4,651 18,532 Below market leases ( 762 ) ( 3,386 ) Above market leases 479 2,046 Below market leasehold interests ( 242 ) — Net real estate assets acquired 52,553 225,308 Other, net 334 4,543 Aggregate purchase price $ 52,887 $ 229,851 The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the nine months ended September 30, 2020 and 2019, respectively (in years): Nine Months Ended September 30, 2020 2019 Acquired intangible assets 5.1 5.6 Acquired intangible liabilities 3.4 7.7 4. Dispositions and Impairment Dispositions During the nine months ended September 30, 2020, we sold part of our interest in undeveloped land in Miami, Florida for a gross sales price of $ 7.6 million, resulting in a net gain of approximately $ 2.0 million. During the nine months ended September 30, 2019, we completed the disposition of three MOB's in Hilton Head, South Carolina for a gross sales price of $ 1.2 million, resulting in a net loss of $ 37 thousand. Impairment During the nine months ended September 30, 2020, and 2019, respectively, we recorded no impairment charges after the consideration of the impacts, on a qualitative and quantitative basis, of the ongoing COVID-19 pandemic in our quarterly assessment. As the COVID-19 pandemic continues to develop, we will monitor the performance of our buildings and other assets to determine whether any additional impairment indicators unique to the COVID-19 pandemic are present, including, but not limited to, significant prolonged disruption in cash flows, tenant vacancies, or lease modifications, and that would indicate the recoverability of recorded values of these assets may be at risk. Accordingly, we will continue to apply the applicable accounting guidance in our consideration of our ongoing impairment analysis as conditions warrant. 20 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 5. Intangible Assets and Liabilities Intangible assets and liabilities consisted of the following as of September 30, 2020 and December 31, 2019, respectively (in thousands, except weighted average remaining amortization terms): September 30, 2020 December 31, 2019 Balance Weighted Average Remaining Amortization in Years Balance Weighted Average Remaining Amortization in Years Assets: In place leases $ 473,776 9.6 $ 481,173 9.5 Tenant relationships 145,272 9.9 146,893 9.7 Above market leases 37,804 5.9 37,613 6.2 656,852 665,679 Accumulated amortization ( 418,996 ) ( 387,827 ) Total $ 237,856 9.4 $ 277,852 9.4 Liabilities: Below market leases $ 61,660 14.5 $ 65,966 13.9 Accumulated amortization ( 28,074 ) ( 27,187 ) Total $ 33,586 14.5 $ 38,779 13.9 The following is a summary of the net intangible amortization for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Amortization recorded against rental income related to above and (below) market leases $ ( 712 ) $ ( 1,658 ) $ ( 3,431 ) $ ( 2,678 ) Amortization expense related to in place leases and tenant relationships 13,230 16,149 42,603 44,906 6. Receivables and Other Assets Receivables and other assets consisted of the following as of September 30, 2020 and December 31, 2019, respectively (in thousands): September 30, 2020 December 31, 2019 Tenant receivables, net $ 8,532 $ 11,801 Other receivables, net 11,658 13,786 Deferred financing costs, net 3,017 4,325 Deferred leasing costs, net 42,561 36,586 Straight-line rent receivables, net 123,981 107,800 Prepaid expenses, deposits, equipment and other, net 45,128 48,505 Derivative financial instruments - interest rate swaps — 3,011 Finance ROU asset, net 4,105 3,409 Insurance receivables (1) 659 3,817 Held for sale assets — 3,984 Total $ 239,641 $ 237,024 (1) Amount primarily related to an involuntary conversion at one of our properties in 2019 for the total amount of $ 3.7 million. In May 2020, this amount was adjusted to $ 2.1 million to reflect the revision in damages incurred and corresponding final agreement between HTA and our insurance carrier. Pursuant to applicable accounting guidance, we deemed the receipt of funds from the Company's insurance carrier probable and expect the funds to fully cover, less our immaterial 21 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) deductible, the damages we experienced. As of September 30, 2020, we had received all insurance proceeds to close out this claim. The following is a summary of the amortization of deferred leasing costs and financing costs for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Amortization expense related to deferred leasing costs $ 2,389 $ 1,949 $ 6,398 $ 5,978 Interest expense related to deferred financing costs 431 431 1,293 1,293 7. Leases For the three and nine months ended September 30, 2020 and 2019, one new ground lease has commenced. Based on our analysis, we concluded that its classification was a finance lease. Lessee - Maturity of Lease Liabilities The following table summarizes the future minimum lease obligations of our operating leases as of September 30, 2020 (in thousands): Year Operating Leases Finance Leases 2020 $ 2,677 $ 31 2021 10,771 164 2022 10,966 164 2023 11,106 165 2024 10,452 165 2025 9,942 168 Thereafter 625,091 10,102 Total undiscounted lease payments $ 681,005 $ 10,959 Less: Interest ( 482,560 ) ( 6,852 ) Present value of lease liabilities $ 198,445 $ 4,107 Lessor - Lease Revenues and Maturity of Future Minimum Rents For the three months ended September 30, 2020 and 2019, we recognized $ 186.3 million and $ 173.1 million, respectively, of rental and other lease-related income related to our operating leases, of which $ 42.7 million and $ 39.1 million, respectively, were variable lease payments. For the nine months ended September 30, 2020 and 2019, we recognized $ 546.8 million and $ 511.5 million, respectively, of rental and other lease-related income related to our operating leases, of which $ 127.3 million and $ 115.2 million, respectively, were variable lease payments. The following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of September 30, 2020 (in thousands): Year Amount 2020 $ 132,156 2021 540,191 2022 486,895 2023 434,519 2024 383,147 2025 333,548 Thereafter 1,330,323 Total $ 3,640,779 22 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 8. Debt Debt consisted of the following as of September 30, 2020 and December 31, 2019, respectively (in thousands): September 30, 2020 December 31, 2019 Unsecured revolving credit facility $ — $ 100,000 Unsecured term loans 500,000 500,000 Unsecured senior notes 2,550,000 2,050,000 Fixed rate mortgages — 114,060 $ 3,050,000 $ 2,764,060 Deferred financing costs, net ( 19,638 ) ( 16,255 ) Premium, net ( 3,828 ) 1,970 Total $ 3,026,534 $ 2,749,775 Unsecured Credit Agreement Unsecured Revolving Credit Facility due 2022 In 2017, HTALP entered into an amended and restated $ 1.3 billion unsecured credit agreement (the “Unsecured Credit Agreement”) which increased the amount available under the unsecured revolving credit facility to $ 1.0 billion and extended the maturities of the unsecured revolving credit facility to June 30, 2022 and for the $ 300.0 million unsecured term loan referenced below to February 1, 2023. The maximum principal amount of the Unsecured Credit Agreement may be increased by up to $ 750.0 million, subject to certain conditions, for a total principal amount of $ 2.05 billion. Borrowings under the unsecured revolving credit facility accrue interest at a rate equal to adjusted LIBOR, plus a margin ranging from 0.83 % to 1.55 % per annum based on our credit rating. We also pay a facility fee ranging from 0.13 % to 0.30 % per annum on the aggregate commitments under the unsecured revolving credit facility. As of September 30, 2020, HTALP had no outstanding balance under this unsecured revolving credit facility. The current margin associated with any future borrowings is 1.00 % per annum and the facility fee was 0.20 % per annum. Unsecured Term Loan due 2023 In 2017, we entered into the Unsecured Credit Agreement as noted above. As part of this agreement, we obtained a $ 300.0 million unsecured term loan that was guaranteed by HTA with a maturity date of February 1, 2023. Borrowings under this unsecured term loan accrue interest equal to adjusted LIBOR, plus a margin ranging from 0.90 % to 1.75 % per annum based on our credit rating. The margin associated with our borrowings as of September 30, 2020 was 1.10 % per annum. Including the impact of the interest rate swaps associated with our unsecured term loan, the interest rate was 2.52 % per annum, based on our current credit rating. As of September 30, 2020, HTALP had $ 300.0 million under this unsecured term loan outstanding. $ 200.0 Million Unsecured Term Loan due 2024 In 2018, HTALP entered into a modification of our $ 200.0 million unsecured term loan with a maturity date of January 15, 2024. Borrowings under the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from 0.75 % to 1.65 % per annum based on our credit rating. The margin associated with our borrowings as of September 30, 2020 was 1.00 % per annum. HTALP had interest rate swaps on the balance, which resulted in a fixed interest rate at 2.32 % per annum, based on our current credit rating. As of September 30, 2020, HTALP had $ 200.0 million under this unsecured term loan outstanding. $ 300.0 Million Unsecured Senior Notes due 2023 In September 2020, in connection with, HTALP’s issuance of $ 800.0 million of unsecured senior notes, all of the $ 300.0 million outstanding 2023 unsecured senior notes originally due to mature on April 15, 2023, including any accrued and unpaid interest and a make-whole provision, were redeemed in full, with net proceeds from the offering. The make-whole fee of $ 24.7 million is recorded in loss on extinguishment of debt in the accompanying condensed consolidated statements of operations. $ 600.0 Million Unsecured Senior Notes due 2026 In September 2019, in connection with the $ 650.0 million unsecured senior notes due 2030 referenced below, HTALP issued $ 250.0 million as additional unsecured senior notes to the $ 350.0 million aggregate principal of senior notes issued on July 12, 2016, all of which are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.50 % per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 103.66 % and 99.72 %, respectively, of the principal amount thereof, with an effective yield to maturity of 2.89 % and 3.53 % per annum, respectively. As of September 30, 2020, HTALP had $ 600.0 million of these unsecured senior notes outstanding that mature on August 1, 2026. 23 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) $ 500.0 Million Unsecured Senior Notes due 2027 In 2017, HTALP issued $ 500.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.75 % per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.49 % of the principal amount thereof, with an effective yield to maturity of 3.81 % per annum. As of September 30, 2020, HTALP had $ 500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027. $ 650.0 million Unsecured Senior Notes due 2030 In September 2019, in connection with the $ 250.0 million additional unsecured senior notes due 2026 referenced above, HTALP issued $ 650.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.10 % per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.66 % of the principal amount thereof, with an effective yield to maturity of 3.14 % per annum. As of September 30, 2020, HTALP had $ 650.0 million of these unsecured senior notes outstanding that mature on February 15, 2030. $ 800.0 million Unsecured Senior Notes due 2031 In September 2020, HTALP issued $ 800.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 2.00 % per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.20 % of the principal amount thereof, with an effective yield to maturity of 2.09 % per annum. As of September 30, 2020, HTALP had $ 800.0 million of these unsecured senior notes outstanding that mature on March 15, 2031. Fixed Rate Mortgages During the nine months ended September 30, 2020, we repaid $ 114.1 million of our fixed rate mortgages and as of September 30, 2020, we had no fixed rate mortgages outstanding. Future Debt Maturities The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of September 30, 2020 (in thousands): Year Amount 2020 $ — 2021 — 2022 — 2023 300,000 2024 200,000 Thereafter 2,550,000 Total $ 3,050,000 Deferred Financing Costs As of September 30, 2020, the future amortization of our deferred financing costs is as follows (in thousands): Year Amount 2020 $ 744 2021 2,976 2022 2,976 2023 2,480 2024 2,086 Thereafter 8,376 Total $ 19,638 24 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Debt Covenants We are required by the terms of our applicable loan agreements to meet various affirmative and negative covenants that we believe are customary for these types of facilities, such as limitations on the incurrence of debt by us and our subsidiaries that own unencumbered assets, limitations on the nature of HTALP’s business, and limitations on distributions by HTALP and its subsidiaries that own unencumbered assets. Our loan agreements also impose various financial covenants on us, such as a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a minimum tangible net worth covenant, a maximum ratio of unsecured indebtedness to unencumbered asset value, rent coverage ratios and a minimum ratio of unencumbered Net Operating Income (“NOI”) to unsecured interest expense. As of September 30, 2020, we believe that we were in compliance with all such financial covenants and reporting requirements. In addition, certain of our loan agreements include events of default provisions that we believe are customary for these types of facilities, including restricting us from making dividend distributions to our stockholders in the event we are in default thereunder, except to the extent necessary for us to maintain our REIT status. We have also concluded as of September 30, 2020 we were not aware of non-compliance with any financial or non-financial covenants in light of the ongoing COVID-19 pandemic. 9. Derivative Financial Instruments and Hedging Activities Risk Management Objective of Using Derivative Financial Instruments We may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions. We do not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we and our affiliates may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations. We record counterparty credit risk valuation adjustments on interest rate swap derivative assets in order to properly reflect the credit quality of the counterparty. In addition, the fair value of derivative financial instruments designated as cash flow hedges are adjusted to reflect the impact of our credit quality. Cash Flow Hedges of Interest Rate Risk Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and treasury locks as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for us making fixed rate payments over the life of the agreements without exchange of the underlying notional amount. A treasury lock is a synthetic forward sale of a U.S. treasury note, which is settled in cash based upon the difference between an agreed upon treasury rate and the prevailing treasury rate at settlement. Such treasury locks are entered into to effectively fix the treasury component of an upcoming debt issuance. Amounts reported in accumulated other comprehensive income in the accompanying condensed consolidated balance sheets related to derivatives will be reclassified to interest expense as interest payments are made on our variable rate debt. During the next twelve months, we estimate that an additional $ 6.1 million will be reclassified from other comprehensive income in the accompanying condensed consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying condensed consolidated statements of operations. As of September 30, 2020, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments): Interest Rate Swaps September 30, 2020 Number of instruments 7 Notional amount $ 500,000 25 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) The table below presents the fair value of our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019, respectively (in thousands): Asset Derivatives Liability Derivatives Fair Value at: Fair Value at: Derivatives Designated as Hedging Instruments: Balance Sheet Location September 30, 2020 December 31, 2019 Balance Sheet Location September 30, 2020 December 31, 2019 Interest rate swaps Receivables and other assets $ — $ 3,011 Derivative financial instruments $ 16,697 $ 29 The table below presents the gain or loss recognized on our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Effect of Derivative Instruments Location in Statement of Operations and Comprehensive Income (Loss) 2020 2019 2020 2019 Gain (loss) recognized in OCI Change in unrealized losses on cash flow hedges $ 521 $ 2,559 $ ( 25,932 ) $ 2,508 Gain (loss) reclassified from accumulated OCI into income Interest expense ( 1,533 ) 269 ( 2,260 ) 989 Credit Risk Related Contingent Features We have agreements with each of our derivative counterparties that contain a provision that if we default on any of our indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations. We also have agreements with each of our derivative counterparties that incorporate provisions from our indebtedness with a lender affiliate of the derivative counterparty requiring it to maintain certain minimum financial covenant ratios on our indebtedness. Failure to comply with the covenant provisions would result in us being in default on any derivative instrument obligations covered by these agreements. As of September 30, 2020, the fair value of derivatives in a net liability position, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was $ 17.0 million. As of September 30, 2020, we have not posted any collateral related to these agreements and we were not in breach of any of the provisions of these agreements. If we had breached any of the provisions of these agreements, we could have been required to settle our obligations under these agreements. 10. Commitments and Contingencies Litigation We engage in litigation from time to time with various parties as a routine part of our business, including tenant defaults. However, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows. Environmental Matters We follow the policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our condensed consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability at our properties that we believe would require additional disclosure or the recording of a loss contingency. 26 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Other Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In our opinion, these matters are not expected to have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows. 11. Stockholders’ Equity and Partners’ Capital HTALP’s operating partnership agreement provides that it will distribute cash flow from operations and net sale proceeds to its partners in accordance with their overall ownership interests at such times and in such amounts as the general partner determines. Dividend distributions are made such that a holder of one OP Unit in HTALP will receive distributions from HTALP in an amount equal to the dividend distributions paid to the holder of one share of our common stock. In addition, for each share of common stock issued or redeemed by HTA, HTALP issues or redeems a corresponding number of OP Units. Common Stock Offerings In December 2018, we entered into new equity distribution agreements with various sales agents with respect to our at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $ 500.0 million. We contemporaneously terminated our prior ATM equity distribution agreements. In November 2019, we upsized this ATM offering program with an additional $ 750.0 million available for issuance. During the nine months ended September 30, 2020, we issued approximately 1.7 million shares of our common stock under our ATM for net proceeds of approximately $ 50.0 million, adjusted for costs to borrow equating to a net price to us of $ 29.86 per share of common stock. Additionally, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $ 277.5 million, subject to adjustments as provided in the forward equity agreements. All four of the arrangements mature by the middle of 2021. As of September 30, 2020, $ 570.6 million remained available for issuance by us under our current ATM. Refer to Note 13 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreements. Stock Repurchase Plan In September 2020, our Board of Directors approved the reactivation of a stock repurchase plan authorizing us to purchase up to $ 300.0 million of our common stock from time to time prior to the expiration thereof on September 22, 2023. As of September 30, 2020, the remaining amount of common stock available for repurchase under our stock repurchase plan was $ 300.0 million. Common Stock Dividends See our accompanying condensed consolidated statements of equity and condensed statements of changes in partners’ capital for the dividends declared during the three and nine months ended September 30, 2020 and 2019. Incentive Plan Our Incentive Plan permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors. This Plan authorizes us to grant awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; other stock-based awards, including units in HTALP; and cash-based awards. Subject to adjustment as provided in the Plan, the aggregate number of awards reserved and available for issuance under the Plan is 5,000,000 shares. As of September 30, 2020, there were 804,786 awards available for grant under the Plan. Restricted Common Stock For the three and nine months ended September 30, 2020, we recognized compensation expense of $ 1.8 million and $ 7.1 million, respectively. For the three and nine months ended September 30, 2019, we recognized compensation expense of $ 2.3 million and $ 7.8 million, respectively. Substantially all compensation expense was recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations. As of September 30, 2020, we had $ 6.2 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.7 years. The following is a summary of our restricted common stock activity as of September 30, 2020 and 2019, respectively: 27 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) September 30, 2020 September 30, 2019 Restricted Common Stock Weighted Average Grant Date Fair Value Restricted Common Stock Weighted Average Grant Date Fair Value Beginning balance 600,987 $ 28.04 624,349 $ 29.35 Granted 273,503 29.83 333,820 26.06 Vested ( 420,863 ) 28.95 ( 338,540 ) 28.53 Forfeited ( 11,398 ) 28.88 ( 13,951 ) 28.22 Ending balance 442,229 $ 28.26 605,678 $ 28.05 12. Fair Value of Financial Instruments Financial Instruments Reported at Fair Value - Recurring The table below presents the carrying amounts and fair values of our financial instruments on a recurring basis as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Level 2 - Assets: Derivative financial instruments $ — $ — $ 3,011 $ 3,011 Level 2 - Liabilities: Derivative financial instruments $ 16,697 $ 16,697 $ 29 $ 29 Debt 3,026,534 3,219,825 2,749,775 2,826,983 The carrying amounts of cash and cash equivalents, tenant and other receivables, restricted cash, accounts payable, and accrued liabilities approximate fair value. Although we have determined that the majority of the inputs used to value our cash flow hedges fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our cash flow hedge positions and have determined that the credit valuation adjustments are not significant to their overall valuation. As a result, we have determined that our cash flow hedge valuations in their entirety are classified in Level 2 of the fair value hierarchy. For further discussion of the assumptions considered, refer to Note 2 - Summary of Significant Accounting Policies. Financial Instruments Reported at Fair Value - Non-Recurring We also have assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. This generally includes assets subject to impairment. 13. Per Share Data of HTA During the nine months ended September 30, 2020, we issued approximately 1.7 million shares of our common stock under our ATM for net proceeds of approximately $ 50.0 million, adjusted for costs to borrow equating to a net price to us of $ 29.86 per share of common stock. Additionally, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $ 277.5 million, with an average share price of $ 29.46 , subject to adjustments as provided in the forward equity agreements. All four of the arrangements mature by the middle of 2021. To account for the forward equity agreements, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward equity agreements were not liabilities as they did not embody obligations to repurchase our shares of common stock nor did they embody obligations to issue a variable number of shares for which the monetary value was predominately fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares. We also evaluated whether the agreements met the derivatives and hedging guidance scope exception to be accounted for as equity instruments and concluded that the agreements can be classified as an equity contract based on the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to our own common stock. 28 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) In addition, we considered the potential dilution resulting from the forward equity agreements mentioned above on our earnings per common share calculations. We use the treasury method to determine the dilution resulting from the forward equity agreements during the period of time prior to settlement. The impact to our weighted-average shares - diluted was anti-dilutive in nature and, thus, approximately 1.1 million and 0.8 million shares, respectively, were excluded from the calculation for the three and nine months ended September 30, 2020. We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method. The resulting classes are our common stock and restricted stock. Our forward equity agreements are not considered a participating security and, therefore, are not included in the computation of earnings per share using the two-class method. For the three and nine months ended September 30, 2020 and 2019, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes. The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator: Net (loss) income $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,722 Net loss (income) attributable to noncontrolling interests 105 114 ( 438 ) ( 486 ) Net (loss) income attributable to common stockholders $ ( 6,827 ) $ ( 8,463 ) $ 24,563 $ 21,236 Denominator: Weighted average shares outstanding - basic 218,549 205,277 217,911 205,156 Dilutive shares - OP Units convertible into common stock — — 3,610 3,870 Adjusted weighted average shares outstanding - diluted 218,549 205,277 221,521 209,026 Earnings per common share - basic Net (loss) income attributable to common stockholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10 Earnings per common share - diluted Net (loss) income attributable to common stockholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10 14. Per Unit Data of HTALP During the nine months ended September 30, 2020, we issued approximately 1.7 million shares of our common stock under our ATM for net proceeds of approximately $ 50.0 million, adjusted for costs to borrow equating to a net price to us of $ 29.86 per share of common stock. Additionally, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $ 277.5 million, subject to adjustments as provided in the forward equity agreements. All four of the arrangements mature by the middle of 2021. Refer to Note 13 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreements executed in 2019 and March 2020. The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands, except per unit data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator: Net (loss) income $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,722 Net income attributable to noncontrolling interests — — — ( 66 ) Net (loss) income attributable to common unitholders $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,656 Denominator: Weighted average OP Units outstanding - basic 222,101 209,164 221,521 209,056 Dilutive units - OP Units convertible into common units — — — — Adjusted weighted average units outstanding - diluted 222,101 209,164 221,521 209,056 Earnings per common unit - basic: Net (loss) income attributable to common unitholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10 Earnings per common unit - diluted: Net (loss) income attributable to common unitholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10 29 Table of Contents HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 15. Supplemental Cash Flow Information The following is the supplemental cash flow information for the nine months ended September 30, 2020 and 2019, respectively (in thousands): Nine Months Ended September 30, 2020 2019 Supplemental Disclosure of Cash Flow Information: Interest paid, net of capitalized interest $ 81,889 $ 84,155 Income taxes paid 1,327 1,846 Cash paid for operating leases 8,922 9,277 Supplemental Disclosure of Noncash Investing and Financing Activities: Accrued capital expenditures $ 13,139 $ 3,922 Dividend distributions declared, but not paid 71,072 66,397 Issuance of OP Units in HTALP — 2,603 Issuance of OP Units in HTALP in connection with an acquisition — 2,000 Redemption of noncontrolling interest 8,685 7,263 Redemption of redeemable noncontrolling interest — 3,441 ROU assets obtained in exchange for lease obligations 696 200,879 30 Table of Contents