Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Healthcare Trust of America, Inc.
(a) Evaluation of disclosure controls and procedures. HTA’s management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including HTA’s Chief Executive Officer (as the principal executive officer) and HTA’s Chief Financial Officer (as the principal financial officer and principal accounting officer), to allow timely decisions regarding required disclosures.
As of December 31, 2020, an evaluation was conducted by HTA under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, HTA’s Chief Executive Officer and HTA’s Chief Financial Officer each concluded that HTA’s disclosure controls and procedures were effective as of December 31, 2020.
(b) Management’s report on internal control over financial reporting. HTA’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of HTA’s management, including its Chief Executive Officer and Chief Financial Officer, HTA conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, HTA’s Chief Executive Officer and HTA’s Chief Financial Officer concluded that HTA’s internal control over financial reporting was effective as of December 31, 2020.
Our independent registered public accounting firm, Deloitte & Touche LLP, independently assessed the effectiveness of HTA’s internal control over financial reporting. Deloitte & Touche LLP has issued a report, which is included at the end of Item 9A of this Annual Report.
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(c) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2020 that have materially affected, or are reasonably believed to be likely to materially affect, our internal control over financial reporting.
February 24, 2021
Healthcare Trust of America Holdings, LP
(a) Evaluation of disclosure controls and procedures. HTALP’s management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including HTA’s Chief Executive Officer (as the principal executive officer) and HTA’s Chief Financial Officer (as the principal financial officer and principal accounting officer), to allow timely decisions regarding required disclosures.
As of December 31, 2020, an evaluation was conducted by HTALP under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, on behalf of HTA in its capacity as general partner of HTALP, each concluded that HTALP’s disclosure controls and procedures were effective as of December 31, 2020.
(b) Management’s report on internal control over financial reporting. HTALP’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, HTALP conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria in the 2013 Internal Control-Integrated Framework issued by COSO. Based on this evaluation, HTALP’s management, including HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, concluded that HTALP’s internal control over financial reporting was effective as of December 31, 2020.
This Annual Report does not include an attestation report of HTALP’s independent registered public accounting firm, Deloitte & Touche LLP, pursuant to rules of the SEC applicable to “non-accelerated filers.”
(c) Changes in internal control over financial reporting. There were no changes in HTALP’s internal control over financial reporting that occurred during the year ended December 31, 2020 that have materially affected, or are reasonably believed to be likely to materially affect, HTALP’s internal control over financial reporting.
February 24, 2021
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Healthcare Trust of America, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Healthcare Trust of America, Inc. and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2020, of the Company and our report dated February 24, 2021, expressed an unqualified opinion on those consolidated financial statements and financial statement schedules.
Basis for Opinion
The Company’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 Management’s 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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
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.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 24, 2021
Item 9B. Other Information
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item 10 is incorporated by reference to the material under the headings “Proposal 1: Election of Directors,” “Corporate Governance,” “Executive Officers” and “Delinquent Section 16(a) Reports,” in HTA’s definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2021.
Item 11. Executive Compensation
The information required by this Item 11 is incorporated by reference to the material under the headings “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Compensation of Executive Officers” in HTA’s definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2021.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 is incorporated by reference to the material under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plans” in HTA’s definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2021.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 is incorporated by reference to the material under the heading “Certain Relationships and Related Party Transactions” in HTA’s definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2021.
Item 14. Principal Accounting Fees and Services
The information required by this Item 14 is incorporated by reference to the material under the heading “Relationship with Independent Registered Public Accounting Firm: Audit and Non-Audit Fees” in HTA’s definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2021.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
(a)(1) Financial Statements:
Reports of Independent Registered Public Accounting Firm
Healthcare Trust of America, Inc.
64
Healthcare Trust of America Holdings, LP
66
Financial Statements of Healthcare Trust of America, Inc.
Consolidated Balance Sheets as of December 31, 20 20 and 201 9
68
Consolidated Statements of Operations for the Years Ended December 31, 20 20 , 201 9 and 20 18
69
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 20 20 , 20 19 and 201 8
70
Consolidated Statements of Equity for the Years Ended December 31, 20 20 , 201 9 and 201 8
71
Consolidated Statements of Cash Flows for the Years Ended December 31, 20 20 , 201 9 and 201 8
72
Financial Statements of Healthcare Trust of America Holdings, LP
Consolidated Balance Sheets as of December 31, 20 20 and 201 9
73
Consolidated Statements of Operations for the Years Ended December 31, 20 20 , 201 9 and 201 8
74
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 20 20 , 201 9 and 201 8
75
Consolidated Statements of Changes in Partners’ Capital for the Years Ended December 31, 20 20 , 201 9 and 201 8
76
Consolidated Statements of Cash Flows for the Years Ended December 31, 20 20 , 201 9 and 201 8
77
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
Notes to Consolidated Financial Statements
78
(a)(2) Financial Statement Schedules:
Financial Statement Schedules of Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
Real Estate and Accumulated Depreciation (Schedule III)
102
Mortgage Loans on Real Estate Assets (Schedule IV)
111
All other schedules have been omitted because they are inapplicable.
(a)(3) Exhibits:
The exhibits listed on the Exhibit Index (preceding the signature section of this Annual Report) are incorporated by reference into this Annual Report.
(b) Exhibits:
See Item 15(a)(1) above.
(c) Financial Statement Schedules:
See Item 15(a)(2) above.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Healthcare Trust of America, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Healthcare Trust of America, Inc. and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2021, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Recoverability of Real Estate and Real Estate Related Assets - Refer to Notes 2 and 4 to the financial statements
Critical Audit Matter Description
The Company’s real estate investments are evaluated for potential impairment whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable. Impairment losses are recorded when indicators of impairment are present and the carrying amount of the asset is greater than the sum of future undiscounted cash flows expected to be generated by that asset over the remaining expected holding period. The Company's undiscounted future cash flows analysis and the assessment of expected remaining holding period requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, and capitalization rates.
Changes in these assumptions could have a significant impact on the real estate assets identified for further analysis. For the year ended December 31, 2020, no impairment loss has been recognized on real estate assets.
Given the Company’s evaluation of possible indicators of impairment of real estate assets requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, and capitalization rates, performing audit procedures to evaluate the reasonableness of management's undiscounted future cash flows analysis and assessment of expected remaining holding period required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluation of real estate assets for possible indicators of impairment included the following, among others:
• We tested the effectiveness of controls over management’s analysis for impairment indicators, including the identification of impairment indicator properties and the valuation methodologies and significant estimates and assumptions used by management to determine fair value measurements.
• We audited management’s impairment indicator analysis by:
◦ Evaluating management's process for identifying impairment indicators and whether management appropriately considered the examples of impairment indicators provided within the Financial Accounting Standards Board’s (FASB) Accounting Standard Codification (ASC) 360, Property, Plant, and Equipment .
◦ Conducting independent market analysis to determine if there were additional indicators of impairment not identified by management.
◦ Conducting inquiries of property management, leasing, asset management, and other departments outside of the accounting department to determine if there might be additional indicators of impairment not identified by management.
◦ Performing site visits for select properties to assess the presence of any physical nonfinancial indications of impairment that may exist but were not identified by management.
• With the assistance of our fair value specialists, we evaluated management’s fair value estimates for various properties that exhibited indicators of impairment by:
◦ Evaluating whether the valuation method used was in accordance with ASC 820, Fair Value Measurement .
◦ Evaluating the undiscounted future cash flows analysis, including estimates of future occupancy levels, rental rates, and capitalization rates, in addition to the assessment of expected remaining holding period for each real estate asset with possible impairment indicators by (1) evaluating the source information and assumptions used by management and (2) testing the mathematical accuracy of the undiscounted future cash flows analysis.
Investments in Real Estate - Refer to Notes 2 and 3 to the financial statements
Critical Audit Matter Description
For the year ended December 31, 2020, the Company had acquired investments in real estate with an aggregate purchase price of $191.7 million. The Company accounted for these acquisitions as asset acquisitions. Accordingly, the purchase price paid for assets acquired and liabilities assumed was allocated, based on relative fair value, to land, buildings and improvements, in-place leases, above or below market leases, and other intangible assets. The method for determining relative fair value varied depending on the type of asset or liability and involved management making significant estimates related to assumptions such as future cash flows, discount rates, and costs during the expected lease-up periods.
Given the relative fair value determination of assets acquired and liabilities assumed requires management to make significant estimates related to assumptions such as future cash flows, discount rates, and costs during hypothetical lease-up periods, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the relative fair value of assets acquired and liabilities assumed for investments in real estate included the following, among others:
• We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the identification of real estate assets, and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, (3) cost to replace certain assets, and (4) assumptions used in the discounted cash flows, including testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing our estimates to those used by management.
• We assessed the reasonableness of management’s projections of rental revenue by comparing the assumptions used in the projections to external market sources, in-place lease agreements, historical data, and results from other areas of the audit.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 24, 2021
We have served as the Company’s auditor since 2006.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners and the Board of Directors of the General Partner of Healthcare Trust of America Holdings, LP
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Healthcare Trust of America Holdings, LP and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in partners’ capital, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Recoverability of Real Estate and Real Estate Related Assets - Refer to Notes 2 and 4 to the financial statements
Critical Audit Matter Description
The Company’s real estate investments are evaluated for potential impairment whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable. Impairment losses are recorded when indicators of impairment are present and the carrying amount of the asset is greater than the sum of future undiscounted cash flows expected to be generated by that asset over the remaining expected holding period. The Company's undiscounted future cash flows analysis and the assessment of expected remaining holding period requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, and capitalization rates.
Changes in these assumptions could have a significant impact on the real estate assets identified for further analysis. For the year ended December 31, 2020, no impairment loss has been recognized on real estate assets.
Given the Company’s evaluation of possible indicators of impairment of real estate assets requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, and capitalization rates, performing audit procedures to evaluate the reasonableness of management's undiscounted future cash flows analysis and assessment of expected remaining holding period required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluation of real estate assets for possible indicators of impairment included the following, among others:
• We tested the effectiveness of controls over management’s analysis for impairment indicators, including the identification of impairment indicator properties and the valuation methodologies and significant estimates and assumptions used by management to determine fair value measurements.
• We audited management’s impairment indicator analysis by:
◦ Evaluating management's process for identifying impairment indicators and whether management appropriately considered the examples of impairment indicators provided within the Financial Accounting Standards Board’s (FASB) Accounting Standard Codification (ASC) 360, Property, Plant, and Equipment .
◦ Conducting independent market analysis to determine if there were additional indicators of impairment not identified by management.
◦ Conducting inquiries of property management, leasing, asset management, and other departments outside of the accounting department to determine if there might be additional indicators of impairment not identified by management.
◦ Performing site visits for select properties to assess the presence of any physical nonfinancial indications of impairment that may exist but were not identified by management.
• With the assistance of our fair value specialists, we evaluated management’s fair value estimates for various properties that exhibited indicators of impairment by:
◦ Evaluating whether the valuation method used was in accordance with ASC 820, Fair Value Measurement .
◦ Evaluating the undiscounted future cash flows analysis, including estimates of future occupancy levels, rental rates, and capitalization rates, in addition to the assessment of expected remaining holding period for each real estate asset with possible impairment indicators by (1) evaluating the source information and assumptions used by management and (2) testing the mathematical accuracy of the undiscounted future cash flows analysis.
Investments in Real Estate - Refer to Notes 2 and 3 to the financial statements
Critical Audit Matter Description
For the year ended December 31, 2020, the Company had acquired investments in real estate with an aggregate purchase price of $191.7 million. The Company accounted for these acquisitions as asset acquisitions. Accordingly, the purchase price paid for assets acquired and liabilities assumed was allocated, based on relative fair value, to land, buildings and improvements, in-place leases, above or below market leases, and other intangible assets. The method for determining relative fair value varied depending on the type of asset or liability and involved management making significant estimates related to assumptions such as future cash flows, discount rates, and costs during the expected lease-up periods.
Given the relative fair value determination of assets acquired and liabilities assumed requires management to make significant estimates related to assumptions such as future cash flows, discount rates, and costs during hypothetical lease-up periods, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the relative fair value of assets acquired and liabilities assumed for investments in real estate included the following, among others:
• We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the identification of real estate assets, and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, (3) cost to replace certain assets, and (4) assumptions used in the discounted cash flows, including testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing our estimates to those used by management.
• We assessed the reasonableness of management’s projections of rental revenue by comparing the assumptions used in the projections to external market sources, in-place lease agreements, historical data, and results from other areas of the audit.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 24, 2021
We have served as the Company’s auditor since 2013.
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HEALTHCARE TRUST OF AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
December 31,
2020 2019
ASSETS
Real estate investments:
Land $ 596,269 $ 584,546
Building and improvements 6,507,816 6,252,854
Lease intangibles 628,621 628,066
Construction in progress 80,178 28,150
7,812,884 7,493,616
Accumulated depreciation and amortization ( 1,702,719 ) ( 1,447,815 )
Real estate investments, net
6,110,165 6,045,801
Investment in unconsolidated joint venture 64,360 65,888
Cash and cash equivalents 115,407 32,713
Restricted cash 3,358 4,903
Receivables and other assets, net 251,728 237,024
Right-of-use assets - operating leases, net 235,223 239,867
Other intangibles, net 10,451 12,553
Total assets $ 6,790,692 $ 6,638,749
LIABILITIES AND EQUITY
Liabilities:
Debt $ 3,026,999 $ 2,749,775
Accounts payable and accrued liabilities 200,358 171,698
Derivative financial instruments - interest rate swaps 14,957 29
Security deposits, prepaid rent and other liabilities 82,553 49,174
Lease liabilities - operating leases 198,367 198,650
Intangible liabilities, net 32,539 38,779
Total liabilities 3,555,773 3,208,105
Commitments and contingencies
Redeemable noncontrolling interests — —
Equity:
Preferred stock, $ 0.01 par value; 200,000,000 shares authorized; none issued and outstanding
— —
Common stock, $ 0.01 par value; 1,000,000,000 shares authorized; 218,587,012 and 216,453,312 shares issued and outstanding as of December 31, 2020 and 2019, respectively
2,186 2,165
Additional paid-in capital 4,916,784 4,854,042
Accumulated other comprehensive (loss) income ( 16,979 ) 4,546
Cumulative dividends in excess of earnings ( 1,727,752 ) ( 1,502,744 )
Total stockholders’ equity 3,174,239 3,358,009
Noncontrolling interests 60,680 72,635
Total equity 3,234,919 3,430,644
Total liabilities and equity $ 6,790,692 $ 6,638,749
The accompanying notes are an integral part of these consolidated financial statements.
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HEALTHCARE TRUST OF AMERICA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
Year Ended December 31,
2020 2019 2018
Revenues:
Rental income $ 738,414 $ 691,527 $ 696,030
Interest and other operating income
551 513 396
Total revenues 738,965 692,040 696,426
Expenses:
Rental 226,859 211,479 220,617
General and administrative 42,969 41,360 35,196
Transaction 965 2,350 1,003
Depreciation and amortization 303,828 290,384 279,630
Interest expense 94,613 96,632 101,849
Impairment — — 8,887
Total expenses 669,234 642,205 647,182
Gain (loss) on sale of real estate, net 9,590 ( 154 ) 165,977
Loss on extinguishment of debt, net ( 27,726 ) ( 21,646 ) 242
Income from unconsolidated joint venture 1,612 1,882 1,735
Other income 301 841 428
Net income $ 53,508 $ 30,758 $ 217,626
Net income attributable to noncontrolling interests (1)
( 890 ) ( 604 ) ( 4,163 )
Net income attributable to common stockholders $ 52,618 $ 30,154 $ 213,463
Earnings per common share - basic:
Net income attributable to common stockholders
$ 0.24 $ 0.15 $ 1.04
Earnings per common share - diluted:
Net income attributable to common stockholders
$ 0.24 $ 0.14 $ 1.02
Weighted average common shares outstanding:
Basic 218,078 205,720 206,065
Diluted 221,666 209,605 210,061
(1) Includes amounts attributable to redeemable noncontrolling interests.
The accompanying notes are an integral part of these consolidated financial statements.
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HEALTHCARE TRUST OF AMERICA, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Year Ended December 31,
2020 2019 2018
Net income $ 53,508 $ 30,758 $ 217,626
Other comprehensive (loss) income
Change in unrealized (losses) gains on cash flow hedges ( 21,876 ) 4,316 34
Total other comprehensive (loss) income ( 21,876 ) 4,316 34
Total comprehensive income 31,632 35,074 217,660
Comprehensive income attributable to noncontrolling interests
( 539 ) ( 615 ) ( 4,075 )
Total comprehensive income attributable to common stockholders
$ 31,093 $ 34,459 $ 213,585
The accompanying notes are an integral part of these consolidated financial statements.
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HEALTHCARE TRUST OF AMERICA, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
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, 2017 204,892 $ 2,049 $ 4,508,528 $ 274 $ ( 1,232,069 ) $ 3,278,782 $ 84,666 $ 3,363,448
Issuance of common stock, net 2,550 25 72,789 — — 72,814 — 72,814
Share-based award transactions, net 308 4 9,751 — — 9,755 411 10,166
Repurchase and cancellation of common stock ( 2,678 ) ( 27 ) ( 70,292 ) — — ( 70,319 ) — ( 70,319 )
Redemption of noncontrolling interest and other 195 2 5,193 — — 5,195 ( 5,195 ) —
Dividends declared ($ 1.230 per common share)
— — — — ( 253,699 ) ( 253,699 ) ( 5,067 ) ( 258,766 )
Net income — — — — 213,463 213,463 4,074 217,537
Other comprehensive income — — — 33 33 1 34
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
Issuance of common stock, net 11,096 112 322,106 — — 322,218 — 322,218
Issuance of OP Units in HTALP — — — — — — 2,603 2,603
Issuance of limited partner OP Units in connection with acquisitions — — — — — — 2,000 2,000
Share-based award transactions, net 319 3 10,124 — — 10,127 — 10,127
Repurchase and cancellation of common stock ( 487 ) ( 5 ) ( 12,173 ) — — ( 12,178 ) — ( 12,178 )
Redemption of noncontrolling interest and other 258 2 8,016 — — 8,018 ( 6,293 ) 1,725
Dividends declared ($ 1.250 per common share)
— — — — ( 260,593 ) ( 260,593 ) ( 5,180 ) ( 265,773 )
Net income — — — — 30,154 30,154 538 30,692
Other comprehensive income — — — 4,239 — 4,239 77 4,316
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
Issuance of OP Units in HTALP — — — — — — 1,378 1,378
Share-based award transactions, net 263 3 8,913 — — 8,916 — 8,916
Repurchase and cancellation of common stock ( 174 ) ( 2 ) ( 5,190 ) — — ( 5,192 ) — ( 5,192 )
Redemption of noncontrolling interest and other 361 3 9,016 — — 9,019 ( 9,019 ) —
Dividends declared ($ 1.270 per common share)
— — — — ( 277,626 ) ( 277,626 ) ( 4,853 ) ( 282,479 )
Net income — — — — 52,618 52,618 890 53,508
Other comprehensive loss — — — ( 21,525 ) — ( 21,525 ) ( 351 ) ( 21,876 )
Balance as of December 31, 2020 218,578 $ 2,186 $ 4,916,784 $ ( 16,979 ) $ ( 1,727,752 ) $ 3,174,239 $ 60,680 $ 3,234,919
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2020 2019 2018
Cash flows from operating activities:
Net income $ 53,508 $ 30,758 $ 217,626
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
283,039 280,969 271,441
Share-based compensation expense 8,916 10,127 9,755
Impairment — — 8,887
Income from unconsolidated joint venture ( 1,612 ) ( 1,882 ) ( 1,735 )
Distributions from unconsolidated joint venture 3,240 3,030 2,665
(Gain) loss on sale of real estate, net ( 9,590 ) 154 ( 165,977 )
Loss (gain) on extinguishment of debt, net 27,726 21,646 ( 242 )
Changes in operating assets and liabilities:
Receivables and other assets, net ( 11,042 ) ( 12,857 ) ( 17,558 )
Accounts payable and accrued liabilities 2,066 ( 128 ) 9,478
Prepaid rent and other liabilities 31,711 8,577 3,056
Net cash provided by operating activities 387,962 340,394 337,396
Cash flows from investing activities:
Investments in real estate ( 185,286 ) ( 553,298 ) ( 17,389 )
Development of real estate ( 77,077 ) ( 28,066 ) ( 34,270 )
Proceeds from the sale of real estate 22,939 4,880 305,135
Capital expenditures ( 74,743 ) ( 91,544 ) ( 77,870 )
Collection of real estate notes receivable 907 739 703
Advances on real estate notes receivable ( 6,000 ) — —
Net cash (used in) provided by investing activities ( 319,260 ) ( 667,289 ) 176,309
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility 1,329,862 610,000 145,000
Payments on unsecured revolving credit facility ( 1,429,862 ) ( 510,000 ) ( 145,000 )
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 ) ( 97,361 ) ( 241,021 )
Deferred financing costs ( 6,800 ) ( 7,776 ) ( 782 )
Debt extinguishment costs ( 25,939 ) ( 18,383 ) ( 1,909 )
Proceeds from issuance of common stock 50,020 323,393 72,814
Issuance of OP Units 1,378 — 411
Repurchase and cancellation of common stock ( 5,192 ) ( 12,178 ) ( 70,319 )
Dividends paid ( 275,816 ) ( 256,117 ) ( 252,651 )
Distributions paid to noncontrolling interest of limited partners ( 4,712 ) ( 8,758 ) ( 5,278 )
Sale of noncontrolling interest — 1,234 —
Net cash provided by (used in) financing activities 12,447 230,981 ( 498,735 )
Net change in cash, cash equivalents and restricted cash 81,149 ( 95,914 ) 14,970
Cash, cash equivalents and restricted cash - beginning of year 37,616 133,530 118,560
Cash, cash equivalents and restricted cash - end of year $ 118,765 $ 37,616 $ 133,530
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data)
December 31,
2020 2019
ASSETS
Real estate investments:
Land $ 596,269 $ 584,546
Building and improvements 6,507,816 6,252,854
Lease intangibles 628,621 628,066
Construction in progress 80,178 28,150
7,812,884 7,493,616
Accumulated depreciation and amortization ( 1,702,719 ) ( 1,447,815 )
Real estate investments, net
6,110,165 6,045,801
Investment in unconsolidated joint venture 64,360 65,888
Cash and cash equivalents 115,407 32,713
Restricted cash 3,358 4,903
Receivables and other assets, net 251,728 237,024
Right-of-use assets - operating leases, net 235,223 239,867
Other intangibles, net 10,451 12,553
Total assets $ 6,790,692 $ 6,638,749
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Debt $ 3,026,999 $ 2,749,775
Accounts payable and accrued liabilities 200,358 171,698
Derivative financial instruments - interest rate swaps 14,957 29
Security deposits, prepaid rent and other liabilities 82,553 49,174
Lease liabilities - operating leases 198,367 198,650
Intangible liabilities, net 32,539 38,779
Total liabilities 3,555,773 3,208,105
Commitments and contingencies
Redeemable noncontrolling interests — —
Partners’ Capital:
Limited partners’ capital, 3,519,545 and 3,834,279 OP Units issued and outstanding as of December 31, 2020 and 2019, respectively
60,410 72,365
General partners’ capital, 218,578,012 and 216,453,312 OP Units issued and outstanding as of December 31, 2020 and 2019, respectively
3,174,509 3,358,279
Total partners’ capital 3,234,919 3,430,644
Total liabilities and partners’ capital $ 6,790,692 $ 6,638,749
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit data)
Year Ended December 31,
2020 2019 2018
Revenues:
Rental income $ 738,414 $ 691,527 $ 696,030
Interest and other operating income
551 513 396
Total revenues 738,965 692,040 696,426
Expenses:
Rental 226,859 211,479 220,617
General and administrative 42,969 41,360 35,196
Transaction 965 2,350 1,003
Depreciation and amortization 303,828 290,384 279,630
Interest expense 94,613 96,632 101,849
Impairment — — 8,887
Total expenses 669,234 642,205 647,182
Gain (loss) on sale of real estate, net 9,590 ( 154 ) 165,977
(Loss) gain on extinguishment of debt, net ( 27,726 ) ( 21,646 ) 242
Income from unconsolidated joint venture 1,612 1,882 1,735
Other income 301 841 428
Net income $ 53,508 $ 30,758 $ 217,626
Net income attributable to noncontrolling interests
— ( 66 ) ( 89 )
Net income attributable to common OP unitholders $ 53,508 $ 30,692 $ 217,537
Earnings per common OP unit - basic:
Net income attributable to common OP unitholders $ 0.24 $ 0.15 $ 1.04
Earnings per common OP unit - diluted:
Net income attributable to common OP unitholders $ 0.24 $ 0.15 $ 1.04
Weighted average common OP units outstanding:
Basic 221,666 209,605 210,061
Diluted 221,666 209,605 210,061
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Year Ended December 31,
2020 2019 2018
Net income $ 53,508 $ 30,758 $ 217,626
Other comprehensive (loss) income
Change in unrealized (losses) gains on cash flow hedges ( 21,876 ) 4,316 34
Total other comprehensive (loss) income ( 21,876 ) 4,316 34
Total comprehensive income 31,632 35,074 217,660
Comprehensive income attributable to noncontrolling interests
— ( 66 ) ( 89 )
Total comprehensive income attributable to common unitholders
$ 31,632 $ 35,008 $ 217,571
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS ’ CAPITAL
(In thousands)
General Partners’ Capital Limited Partners’ Capital Total Partners’ Capital
Units Amount Units Amount
Balance as of December 31, 2017 204,892 $ 3,279,052 4,124 $ 84,396 $ 3,363,448
Issuance of general partner OP Units, net
2,550 72,814 — — 72,814
Issuance of limited partner OP Units in connection with an acquisition
— — — — —
Share-based award transactions, net
308 9,755 — 411 10,166
Redemption and cancellation of general partner OP Units
( 2,678 ) ( 70,319 ) — — ( 70,319 )
Redemption of limited partner OP Units and other
195 5,195 ( 195 ) ( 5,195 ) —
Distributions declared ($ 1.230 per common unit)
— ( 253,699 ) — ( 5,067 ) ( 258,766 )
Net income — 213,463 — 4,074 217,537
Other comprehensive income — 33 — 1 34
Balance as of December 31, 2018 205,267 3,256,294 3,929 78,620 3,334,914
Issuance of general partner OP Units, net
11,096 322,218 — — 322,218
Issuance of limited partner OP Units — — — 2,603 2,603
Issuance of limited partner OP Units in connection with acquisitions — — 163 2,000 2,000
Share-based award transactions, net
319 10,127 — — 10,127
Redemption and cancellation of general partner OP Units
( 487 ) ( 12,178 ) — — ( 12,178 )
Redemption of limited partner OP Units and other
258 8,018 ( 258 ) ( 6,293 ) 1,725
Distributions declared ($ 1.250 per common unit)
— ( 260,593 ) — ( 5,180 ) ( 265,773 )
Net income — 30,154 — 538 30,692
Other comprehensive income — 4,239 — 77 4,316
Balance as of December 31, 2019 216,453 3,358,279 3,834 72,365 3,430,644
Issuance of general partner OP Units, net
1,675 50,020 — — 50,020
Issuance of limited partner OP Units
— — 47 1,378 1,378
Issuance of limited partner OP Units in connection with acquisitions
— — — — —
Share-based award transactions, net
263 8,916 — — 8,916
Redemption and cancellation of general partner OP Units
( 174 ) ( 5,192 ) — — ( 5,192 )
Redemption of limited partner OP Units and other
361 9,019 ( 361 ) ( 9,019 ) —
Distributions declared ($ 1.270 per common unit)
— ( 277,626 ) — ( 4,853 ) ( 282,479 )
Net income
— 52,618 — 890 53,508
Other comprehensive loss — ( 21,525 ) — ( 351 ) ( 21,876 )
Balance as of December 31, 2020 218,578 $ 3,174,509 3,520 $ 60,410 $ 3,234,919
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2020 2019 2018
Cash flows from operating activities:
Net income $ 53,508 $ 30,758 $ 217,626
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
283,039 280,969 271,441
Share-based compensation expense 8,916 10,127 9,755
Impairment — — 8,887
Income from unconsolidated joint venture ( 1,612 ) ( 1,882 ) ( 1,735 )
Distributions from unconsolidated joint venture 3,240 3,030 2,665
(Gain) loss on sale of real estate, net ( 9,590 ) 154 ( 165,977 )
Loss (gain) on extinguishment of debt, net 27,726 21,646 ( 242 )
Changes in operating assets and liabilities:
Receivables and other assets, net ( 11,042 ) ( 12,857 ) ( 17,558 )
Accounts payable and accrued liabilities 2,066 ( 128 ) 9,478
Prepaid rent and other liabilities 31,711 8,577 3,056
Net cash provided by operating activities 387,962 340,394 337,396
Cash flows from investing activities:
Investments in real estate ( 185,286 ) ( 553,298 ) ( 17,389 )
Development of real estate ( 77,077 ) ( 28,066 ) ( 34,270 )
Proceeds from the sale of real estate 22,939 4,880 305,135
Capital expenditures ( 74,743 ) ( 91,544 ) ( 77,870 )
Collection of real estate notes receivable 907 739 703
Advances on real estate notes receivable ( 6,000 ) — —
Net cash (used in) provided by investing activities ( 319,260 ) ( 667,289 ) 176,309
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility 1,329,862 610,000 145,000
Payments on unsecured revolving credit facility ( 1,429,862 ) ( 510,000 ) ( 145,000 )
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 ) ( 97,361 ) ( 241,021 )
Deferred financing costs ( 6,800 ) ( 7,776 ) ( 782 )
Debt extinguishment costs ( 25,939 ) ( 18,383 ) ( 1,909 )
Proceeds from issuance of general partner OP units 50,020 323,393 72,814
Issuance of limited partner OP units 1,378 — 411
Repurchase and cancellation of general partner OP units ( 5,192 ) ( 12,178 ) ( 70,319 )
Distributions paid to general partner ( 275,816 ) ( 256,117 ) ( 252,651 )
Distributions paid to limited partners and redeemable noncontrolling interests
( 4,712 ) ( 8,758 ) ( 5,278 )
Sale of noncontrolling interest — 1,234 —
Net cash provided by (used in) financing activities 12,447 230,981 ( 498,735 )
Net change in cash, cash equivalents and restricted cash 81,149 ( 95,914 ) 14,970
Cash, cash equivalents and restricted cash - beginning of year 37,616 133,530 118,560
Cash, cash equivalents and restricted cash - end of year $ 118,765 $ 37,616 $ 133,530
The accompanying notes are an integral part of these consolidated financial statements.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
NOTES TO 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.
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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 MOBs located on or adjacent to hospital campuses or in off-campus, community core outpatient locations across 32 states within the U.S., and we lease space to tenants primarily consisting of health systems, research and academic institutions, and various sized physician practices. We generate substantially all of our revenues from rents and rental-related activities, such as property and facilities management and other incidental revenues related to the operation of real estate.
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.
COVID-19 Pandemic
On March 11, 2020, the novel coronavirus disease ("COVID-19") was declared a pandemic by the World Health Organization. As the virus continued to spread throughout the United States and other countries across the world, Federal, state and local governments took various actions including the issuance of "stay-at-home" orders, social distancing guidelines and ordering the temporary closure of non-essential businesses to limit the spread of COVID-19. While many businesses have reopened and vaccinations are being distributed to limited groups of the general population based on need, the economic uncertainty created by the COVID-19 pandemic and the potential for new strains of SARS-CoV-2 or entirely new types of viruses and/or global propagation of communicable disease continue to present risks to the Company and the future results of our operations. Should current and planned measures, including further development and delivery of vaccines and other measures intended to reduce or eliminate the spread of COVID-19, past and/or proposed economic stimulus, and other laws, acts and orders proposed or enacted by these various governmental agencies ultimately not be successful or limited in their efficacy, our business and the broader real estate industry may experience significant adverse consequences. These consequences include loss of revenues, increased expenses, difficulty in maintaining an active workforce, and constraints on our ability to secure capital or financing, among other factors.
2. Summary of Significant Accounting Policies
The summary of significant accounting policies presented below is designed to assist in understanding our consolidated financial statements. Such 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 GAAP in all material respects and have been consistently applied in preparing our accompanying consolidated financial statements.
Basis of Presentation
Our accompanying consolidated financial statements include our accounts and those of our subsidiaries and any consolidated VIEs. All inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements .
Reclassifications
Certain prior year amounts related to the presentation of derivative financial instruments - cash flow hedges on the accompanying consolidated balance sheets have been reclassified to conform to the current year presentation.
Principles of Consolidation
The 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 non-controlling interests in our consolidated balance sheets and statements of operations, consolidated statements of comprehensive income or loss, consolidated statements of equity, and consolidated statements of changes in partners’ capital. The portions of other joint venture arrangements not owned by us are presented as redeemable noncontrolling interests on the accompanying consolidated balance sheets. Holders of OP Units are considered to be noncontrolling interest holders in HTALP and their ownership interests are reflected as equity on the accompanying consolidated balance sheets. Further, a portion of the earnings and losses
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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 common stock is recorded as a component of equity. As of December 31, 2020, 2019 and 2018, there were approximately 3.5 million, 3.8 million and 3.9 million, respectively, of OP Units issued and outstanding.
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 consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets 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 improvements 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 consolidated balance sheets to the combined amounts shown on the accompanying consolidated statements of cash flows (in thousands):
December 31,
2020 2019 2018
Cash and cash equivalents $ 115,407 $ 32,713 $ 126,221
Restricted cash 3,358 4,903 7,309
Total cash, cash equivalents and restricted cash $ 118,765 $ 37,616 $ 133,530
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. If we determine that collectibility of future minimum lease payments is not probable, the straight-line rent receivable balance is written off and recognized as a decrease in revenue in that period. Tenant reimbursement revenue, 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.
Effective January 1, 2018, with the adoption of Topic 606 - Revenue from Contracts with Customers and corresponding amendments, the revenue recognition process is now based on a five-step model to account for revenue arising from contracts
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with customers and supersedes most of the existing revenue recognition guidance. Topic 606 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. 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, therefore, is specifically excluded from Topic 606 and will be governed under Topic 842 - Leases. The other revenue stream identified as impacting Topic 606 is concentrated in the recognition of real estate sales.
Investments in Real Estate
The majority of our investments in real estate are accounted for as asset acquisitions and the purchase price of tangible and intangible assets and liabilities are recorded based on their respective fair values. Tangible assets primarily consist of land and buildings and improvements. Additionally, the purchase price includes acquisition related expenses, above or below market leases, above or below market interests, in place leases, tenant relationships, above or below market debt assumed, interest rate swaps assumed and any contingent consideration recorded when the contingency is resolved. The determination of the fair value requires us to make certain estimates and assumptions.
With the assistance of independent valuation specialists, we record the purchase price of completed investments in real estate associated with tangible and intangible assets and liabilities based on their fair values. The tangible assets (land and building and improvements) are determined based upon the value of the property as if it were to be replaced or as if it were vacant using discounted cash flow models similar to those used by market participants. Factors considered by us include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. Additionally, the purchase price of the applicable completed acquisition property is inclusive of above or below market leases, above or below market leasehold interests, in place leases, tenant relationships, above or below market debt assumed, interest rate swaps assumed, any contingent consideration and acquisition related expenses.
The value of above or below market leases is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be received pursuant to the lease over its remaining term and (ii) our estimate of the amounts that would be received using fair market rates over the remaining term of the lease including any bargain renewal periods. Under Topic 840, the amounts associated with above market leases are included in other intangibles, net in our accompanying consolidated balance sheets and amortized to rental income over the remaining lease term. The amounts allocated to below market leases are included in intangible liabilities, net in our accompanying consolidated balance sheets and amortized to rental income over the remaining lease term. Upon adoption of Topic 842 on January 1, 2019, the amounts associated with above market leases are included in right-of-use assets - operating leases, net in our accompanying consolidated balance sheets and amortized to rental income over the remaining lease term. The amounts allocated to below market leases are included in lease liabilities - operating leases in our accompanying consolidated balance sheets and amortized to rental income over the remaining lease term.
The value associated with above or below market leasehold interests is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between: (i) the contractual amounts to be paid pursuant to the lease over its remaining term; and (ii) our estimate of the amounts that would be paid using fair market rates over the remaining term of the lease including any bargain renewal periods. Under Topic 840, the amounts recorded for above market leasehold interests are included in intangible liabilities, net in our accompanying consolidated balance sheets and amortized to rental expense over the remaining lease term. The amounts allocated to below market leasehold interests are included in other intangibles, net in our accompanying consolidated balance sheets and amortized to rental expense over the remaining lease term. Upon adoption of Topic 842 on January 1, 2019, the amounts recorded for above market leasehold interests are included in lease liabilities - operating leases in our accompanying consolidated balance sheets and amortized to rental expense over the remaining lease term. The amounts allocated to below market leasehold interests are included in right-of-use assets - operating leases, net in our accompanying consolidated balance sheets and amortized to rental expense over the remaining lease term.
The total amount of other intangible assets includes in place leases and tenant relationships based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics considered by us in allocating these values include the nature and extent of the credit quality and expectations of lease renewals, among other factors. The amounts recorded for in place leases and tenant relationships are included in lease intangibles in our accompanying consolidated balance sheets and will be amortized to amortization expense over the remaining lease term.
The value recorded for above or below market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage. The amounts recorded for above or below market debt are included in debt in our accompanying consolidated balance sheets and are amortized to interest expense over the remaining term of the assumed debt.
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The value recorded for interest rate swaps is based upon a discounted cash flow analysis on the expected cash flows, taking into account interest rate curves and the remaining term. See derivative financial instruments below for further discussion.
The cost of operating properties includes the cost of land and buildings and related improvements. Expenditures that increase the service life of properties are capitalized and the cost of maintenance and repairs is charged to expense as incurred. The cost of buildings is depreciated on a straight-line basis over the estimated useful lives of the buildings up to 39 years and for tenant improvements, the shorter of the lease term or useful life, typically ranging from one to 10 years. Furniture, fixtures and equipment is depreciated over 5 years. Depreciation expense of buildings and improvements for the years ended December 31, 2020, 2019 and 2018, was $ 235.8 million, $ 219.2 million and $ 202.8 million, respectively.
Leases
As a lessor, we lease space in our MOBs primarily to medical enterprises for terms 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 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 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 consolidated financial statements for more detail relating to our leases.
Through the duration of the 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 consolidated financial statements as of and for the year ended December 31, 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 year ended December 31, 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 $ 11.1 million, of which approximately $ 7.3 million have been repaid through December 31, 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 December 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.
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Development
We capitalize interest, direct and indirect project costs associated with the initial construction up to the time the property is substantially complete and ready for its intended use. In addition, we capitalize costs, including real estate taxes, insurance and utilities, that have been allocated to vacant space based on the square footage of the portion of the building not held available for immediate occupancy during the extended lease-up periods after construction of the building shell has been completed if costs are being incurred to ready the vacant space for its intended use. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once necessary work has been completed on a vacant space, project costs are no longer capitalized. We cease capitalization of all project costs on extended lease-up periods when significant activities have ceased, which does not exceed the shorter of a one-year period after the completion of the building shell or when the property attains 90% occupancy.
Real Estate Held for Sale
We consider properties as held for sale once management commits to a plan to sell the property and has determined that the sale is probable and expected to occur within one year. Upon classification as held for sale, we record the property at the lower of its carrying amount or fair value, less costs to sell, and cease depreciation and amortization. The fair value is generally based on discounted cash flow analyses, which involve management’s best estimate of market participants’ holding period, market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements. As of December 31, 2020, there were no assets classified as held for sale. As of December 31, 2019, we had assets held for sale of $ 4.0 million which are included in receivables and other assets, net in the accompanying consolidated balance sheet.
Recoverability of Real Estate Investments
Real estate investments are evaluated for potential impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Impairment losses are recorded when indicators of impairment are present and the carrying amount of the asset is greater than the sum of future undiscounted cash flows expected to be generated by that asset over the remaining expected holding period. We would recognize an impairment loss when the carrying amount is not recoverable to the extent the carrying amount exceeds the fair value of the property. The fair value is generally based on discounted cash flow analyses. In performing the analysis we consider executed sales agreements or management’s best estimate of market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements. For the years ended December 31, 2020 and 2019, we recorded no impairment charges. During the year ended December 31, 2018, we recorded impairment charges of $ 8.9 million.
Real Estate Notes Receivable
We evaluate the carrying values of real estate notes receivable on an individual basis. Management periodically evaluates the realizability of future cash flows from real estate notes receivable when events or circumstances, such as the non-receipt of principal and interest payments and/or significant deterioration of the financial condition of the borrower, indicate that the carrying amount of the real estate notes receivable may not be recoverable. An impairment loss is recognized in current period earnings and is calculated as the difference between the carrying amounts of the real estate notes receivable and the discounted cash flows expected to be received, or if foreclosure is probable, the fair value of the collateral securing the real estate notes receivable. For the years ended December 31, 2020, 2019 and 2018, there were no impairment losses.
Credit Losses
The Company adopted Topic 326 - Financial Instruments - Credit Losses as of January 1, 2020. See "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 year ended December 31, 2020, we financed as the lender, a one-year , $ 6 million loan to which we held a first trust deed in the underlying property as collateral. In October 2020, the note receivable was satisfied in connection with the acquisition of the underlying property. Accordingly, no credit losses were recorded for the year ended December 31, 2020 and we have no remaining instruments in scope of Topic 326.
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 December 31, 2020 and 2019, we had a 50 % interest in one such investment with a carrying value and maximum exposure to risk of $ 64.4 million and $ 65.9 million, respectively, which is recorded in investment in unconsolidated joint venture in the accompanying consolidated balance sheets. We record our share of net income in income from unconsolidated joint venture in the accompanying consolidated statements
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of operations. For the years ended December 31, 2020, 2019, and 2018, we recognized income of $ 1.6 million, $ 1.9 million, and $ 1.7 million, respectively.
Derivative Financial Instruments
We are exposed to the effect of interest rate changes in the normal course of business. We seek to mitigate these risks by following established risk management policies and procedures which include the occasional use of derivatives. Our primary strategy in entering into derivative contracts is to add stability to interest expense and to manage our exposure to interest rate movements. We utilize derivative instruments, including interest rate swaps, to effectively convert a portion of our variable rate debt to fixed rate debt. We do not enter into derivative instruments for speculative purposes. To qualify for hedge accounting, derivative financial instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with our related assertions.
Derivatives are recognized as either assets or liabilities in our accompanying consolidated balance sheets and are measured at fair value. Changes in fair value of derivative financial instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are included as a component of interest expense in our accompanying consolidated statements of operations. As a result of our adoption of ASU 2017-12 as of January 1, 2018, the entire change in the fair value of derivatives designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets and are subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings. Since we solely use derivatives to hedge interest rate risk, amounts paid or received pursuant to our derivative agreements are included in interest expense on the consolidated statements of operations which then flows through to operating activities on the consolidated statements of cash flows. Additionally, as a result of the adoption of ASU 2017-12, we no longer disclose the ineffective portion of the change in fair value of our derivatives financial instruments designated as hedges.
The valuation of our derivative financial instruments are determined with the assistance of an independent valuation specialist using a proprietary model that utilizes widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative and observable inputs. The proprietary model reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.
We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.
Fair Value Measurements
Fair value is a market-based measurement and is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Financial assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows:
Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs).
Level 3 — Unobservable inputs, only used to the extent that observable inputs are not available, reflect our assumptions about the pricing of an asset or liability.
We use fair value measurements to record fair value of certain assets and to estimate fair value of financial instruments not recorded at fair value but required to be disclosed at fair value.
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Receivables and Other Assets
Deferred financing costs include amounts paid to lenders and others to obtain financing and are amortized to interest expense on a straight-line basis over the term of the unsecured revolving credit facility which approximates the effective interest method. Deferred leasing costs are amounts incurred in executing a lease, both for external broker and marketing costs, plus a portion of internal leasing related costs. Deferred leasing costs are amortized on a straight-line basis method over the term of the applicable lease. Deferred leasing costs are included in operating activities in our accompanying consolidated statements of cash flows.
Share-Based Compensation
We calculate the fair value of share-based awards on the date of grant. Restricted common stock is valued based on the closing price of our common stock on the NYSE. We amortize the share-based compensation expense over the period that the awards are expected to vest, net of estimated forfeitures. See Note 12 - Stockholders’ Equity and Partners’ Capital for further discussion.
Redeemable Noncontrolling Interests
We account for redeemable equity securities in accordance with ASU 2009-04 Liabilities (Topic 480): Accounting for Redeemable Equity Instruments, which requires that equity securities redeemable at the option of the holder, not solely within our control, be classified outside permanent stockholders’ equity. We classify redeemable equity securities as redeemable noncontrolling interests in the accompanying consolidated balances sheets. Accordingly, we record the carrying amount at the greater of the initial carrying amount (increased or decreased for the noncontrolling interest’s share of net income or loss and distributions) or the redemption value. We measure the redemption value and record an adjustment to the carrying value of the equity securities as a component of redeemable noncontrolling interest. As of December 31, 2019, all redeemable noncontrolling interests have either converted their interest to OP Units or received cash proceeds due to the last exercisable put option that lapsed on June 30, 2019. Refer to Note 11 - Redeemable Noncontrolling Interests in the accompanying notes to the consolidated financial statements for more detail relating to our redeemable noncontrolling interests.
Noncontrolling Interests
HTA’s net income attributable to noncontrolling interests in the accompanying consolidated statements of operations relate to both noncontrolling interest reflected within equity and redeemable noncontrolling interests reflected outside of equity in the accompanying consolidated balance sheets. OP Units, including LTIP awards, are accounted for as partners’ capital in HTALP’s accompanying consolidated balance sheets and as noncontrolling interest reflected within equity in HTA’s accompanying consolidated balance sheets.
Income Taxes
HTA believes that it has qualified to be taxed as a REIT under the provisions of the Code, beginning with the taxable year ending December 31, 2007 and it intends to continue to qualify to be taxed as a REIT. To continue to qualify as a REIT for federal income tax purposes, HTA must meet certain organizational and operational requirements, including a requirement to pay dividend distributions to its stockholders of at least 90% of its annual taxable income. As a REIT, HTA is generally not subject to federal income tax on net income that it distributes to its stockholders, but it may be subject to certain state or local taxes and fees.
If HTA fails to qualify as a REIT in any taxable year, it will then be subject to U.S. federal income taxes on our taxable income and will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants it relief under certain statutory provisions. Such an event could have a material adverse effect on its business, financial condition, results of operations and net cash available for dividend distributions to its stockholders.
HTA conducts substantially all of its operations through HTALP. As a partnership, HTALP generally is not liable for federal income taxes. The income and loss from the operations of HTALP is included in the tax returns of its partners, including HTA, who are responsible for reporting their allocable share of the partnership income and loss. Accordingly, no provision for income taxes has been made on the accompanying consolidated financial statements.
We do not have any liability for uncertain tax positions that we believe should be recognized in our accompanying consolidated financial statements. The tax basis exceeded the carrying amount of the net real estate assets reported in our accompanying consolidated balance sheet by approximately $ 645.8 million as of December 31, 2020, primarily due to the differences in depreciation and amortization.
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Concentration of Credit Risk
We maintain the majority of our cash and cash equivalents at major financial institutions in the U.S. and deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, we regularly monitor the financial stability of these financial institutions and believe we are not currently exposed to any significant default risk with respect to these deposits. As of December 31, 2020, we had cash balances of $ 121.1 million in excess of Federal Deposit Insurance Corporation insured limits.
Segment Disclosure
We have determined that we have one reportable segment, with activities related to investing in healthcare real estate assets. Our investments in healthcare real estate assets are geographically diversified and our chief operating decision maker evaluates operating performance on an individual asset level. As each of our assets has similar economic characteristics, long-term financial performance, tenants, and products and services, our assets have been aggregated into one reportable segment.
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 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 December 31, 2020 there were no transfers between levels and no Level 3 inputs for the period. Refer to Note 13 - Fair Value of Financial Instruments in the accompanying notes to the consolidated financial statements for more detail relating to our fair value disclosures.
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 affect 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.
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3. Investments in Real Estate
For the year ended December 31, 2020, our investments had an aggregate purchase price of $ 191.7 million. As part of these investments, we incurred approximately $ 0.9 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 years ended December 31, 2020, 2019 and 2018, respectively (in thousands):
Year Ended December 31,
2020 2019 2018
Land $ 15,242 $ 108,709 $ 1,895
Building and improvements 156,486 396,660 14,458
In place leases 17,948 51,629 1,237
Below market leases ( 1,132 ) ( 5,187 ) ( 201 )
Above market leases 1,215 3,487 —
ROU assets 1,527 — —
Net assets acquired 191,286 555,298 17,389
Other, net (1)
432 5,158 447
Aggregate purchase price $ 191,718 $ 560,456 $ 17,836
(1) Other, net, consisted primarily of tenant improvements and capital expenditures received as credits at the time of acquisition.
The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the years ended December 31, 2020, 2019 and 2018, respectively (in years):
Year Ended December 31,
2020 2019 2018
Acquired intangible assets 10.2 5.7 5.8
Acquired intangible liabilities 7.1 7.0 6.5
4. Dispositions and Impairment
Dispositions
During the year ended December 31, 2020, we completed the disposition of one MOB, located in Kansas City for an aggregate gross sales price of $ 16.8 million, representing approximately 69,000 square feet of GLA, and generating net gains of approximately $ 7.6 million. Additionally, during the year ended December 31, 2020, we sold part of our interest in undeveloped land in Miami, Florida for a gross sales price of $ 7.6 million which resulted in a net gain of approximately $ 2.0 million.
During the year ended December 31, 2019, we completed the disposition of four MOBs, located in South Carolina and New Mexico for an aggregate gross sales price of $ 4.9 million, representing approximately 51,000 square feet of GLA, and generating net losses of approximately $ 0.2 million.
During the year ended December 31, 2018, we completed the disposition of 20 MOBs primarily located in Greenville, South Carolina for an aggregate gross sales price of $ 308.6 million, representing approximately 1.2 million square feet of GLA, and generating net gains of $ 166.0 million. These dispositions consisted of the following:
◦ In August 2018, we completed the Greenville Disposition, which consisted of 17 MOBs for an aggregate gross sales price of $ 294.3 million in two transactions, representing approximately 1.0 million square feet of GLA and included a single MOB which we classified as held for sale as of June 30, 2018.
◦ Additionally, we completed the disposition of three MOBs located in Derry, NH, North Adams, MA and Memphis, TN for an aggregate gross sales price of $ 14.3 million, representing approximately 0.2 million square feet of GLA.
Impairment
During each of the years ended December 31, 2020 and 2019, we recorded no impairment charges after consideration of the impacts, on a qualitative and quantitative basis, of the ongoing COVID-19 pandemic. 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
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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. During the year ended December 31, 2018, we recorded impairment charges of $ 8.9 million on six MOBs located in Tennessee, Texas and South Carolina.
5. Intangible Assets and Liabilities
Intangible assets and liabilities consisted of the following as of December 31, 2020 and 2019, respectively (in thousands, except weighted average remaining amortization terms):
December 31, 2020 December 31, 2019
Balance Weighted Average Remaining
Amortization in Years Balance Weighted Average Remaining
Amortization in Years
Assets:
In place leases
$ 483,779 9.7 $ 481,173 9.5
Tenant relationships
144,842 10.0 146,893 9.7
Above market leases
37,876 5.8 37,613 6.2
666,497 665,679
Accumulated amortization ( 427,937 ) ( 387,827 )
Total $ 238,560 9.6 $ 277,852 9.4
Liabilities:
Below market leases $ 61,896 14.6 $ 65,966 13.9
Accumulated amortization ( 29,357 ) ( 27,187 )
Total $ 32,539 14.6 $ 38,779 13.9
The following is a summary of the net intangible amortization for the years ended December 31, 2020, 2019 and 2018, respectively (in thousands):
Year Ended December 31,
2020 2019 2018
Amortization recorded against rental income related to above and (below) market leases
$ ( 4,056 ) $ ( 4,422 ) $ ( 913 )
Rental expense related to above and (below) market leasehold interests (1)
— — 1,129
Amortization expense related to in place leases and tenant relationships
55,138 60,363 68,394
(1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of rental expense related to above and below market leasehold interests for the year ended December 31, 2019 does not conform to the prior year presentation.
As of December 31, 2020, the amortization of intangible assets and liabilities is as follows (in thousands):
Year Assets Liabilities
2021 $ 45,975 $ 5,210
2022 36,016 4,603
2023 29,427 3,795
2024 24,437 3,210
2025 20,940 2,681
Thereafter 81,765 13,040
Total $ 238,560 $ 32,539
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6. Receivables and Other Assets
Receivables and other assets consisted of the following as of December 31, 2020 and 2019, respectively (in thousands):
December 31,
2020 2019
Tenant receivables, net
$ 17,717 $ 11,801
Other receivables, net
6,243 13,786
Deferred financing costs, net
2,586 4,325
Deferred leasing costs, net
43,234 36,586
Straight-line rent receivables, net 128,070 107,800
Prepaid expenses, deposits, equipment and other, net 46,114 48,505
Derivative financial instruments - interest rate swaps — 3,011
Finance ROU asset, net 7,764 3,409
Insurance receivable (1)
— 3,817
Held for sale assets — 3,984
Total $ 251,728 $ 237,024
(1) Amount in 2019 primarily relates to an involuntary conversion at one of our properties. In 2020, the damages were fully recovered from our insurance company less our deductible.
The following is a summary of the amortization of deferred leasing costs and financing costs for the years ended December 31, 2020, 2019 and 2018, respectively (in thousands):
Year Ended December 31, 2020
2020 2019 2018
Amortization expense related to deferred leasing costs
$ 8,755 $ 7,976 $ 6,252
Interest expense related to deferred financing costs 1,724 1,724 1,724
As of December 31, 2020, the amortization of deferred leasing costs and financing costs is as follows (in thousands):
Year Amount
2021 $ 10,066
2022 7,975
2023 6,133
2024 5,019
2025 4,202
Thereafter 12,425
Total $ 45,820
7. Leases
The majority of our lease expenses are derived from our ground leases and a few corporate leases, which are primarily for office space . We recognize lease expense for these leases on a straight-line basis over the lease term. Many of our leases contain renewal options that can extend the lease term from one to ten years , or in certain cases, longer durations. The exercise of lease renewal options is at our sole discretion. Certain of our ground leases have the option to purchase the land at the end of the initial term. Our leases have one of the following payment options: (i) fixed payment throughout the term; (ii) fixed payments with periodic escalations; (iii) variable lease payments based on the Consumer Price Index (“CPI”) or another similar index; and (iv) a combination of the aforementioned. Our leases do not contain any material residual value guarantees or material restrictive covenants other than certain prohibitions as to the nature of business that can be conducted within the buildings which we own in order to limit activities that may be deemed competitive in nature to the ground lessor’s activities. As of December 31, 2020, we have no new ground leases or corporate leases that have not yet commenced.
During the year ended December 31, 2020, we commenced four new ground leases as part of building acquisitions made during the year. Two of the ground leases were prepaid at the time of property acquisition and the other two were analyzed and classified as finance leases. Additionally, two ground leases previously classified as finance leases were terminated, as we acquired the underlying land through purchase options.
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Lessee - Lease Term and Discount Rates
The following is the weighted average remaining lease term and the weighted average discount rate for our operating and finance leases as of December 31, 2020 (weighted average remaining lease term in years):
December 31, 2020
Operating leases:
Weighted-average remaining lease term
46.8
Weighted-average discount rate
5.3 %
Finance leases:
Weighted-average remaining lease term
52.6
Weighted-average discount rate
4.0 %
Lessee - Maturity of Lease Liabilities
We have ground leases and other operating leases with landlords that generally require fixed annual rental payments and may also include escalation clauses and renewal options. These leases generally have terms up to 99 years, excluding extension options. The following table summarizes the future minimum lease obligations of our operating and finance leases as of December 31, 2020 under Topic 842 (in thousands):
Year Operating leases Finance leases
2021 $ 10,730 $ 315
2022 10,926 315
2023 11,066 314
2024 10,412 314
2025 9,902 318
Thereafter 624,257 18,414
Total undiscounted lease payments $ 677,293 $ 19,990
Less: Interest ( 478,926 ) ( 12,209 )
Present value of lease liabilities $ 198,367 $ 7,781
Lessor - Lease Revenues and Maturity of Future Minimum Rents
We have operating leases with tenants that expire at various dates through 2043 which generally include fixed increases or adjustment based on the consumer price index. Leases also provide for additional rents based on certain operating expenses.
For the years ended December 31, 2020 and 2019, we recognized $ 732.5 million and $ 686.2 million, respectively, of rental and other lease-related income related to our operating leases, of which $ 169.1 million and $ 154.3 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 December 31, 2020 under Topic 842 (in thousands):
Year Amount
2021 $ 550,240
2022 506,059
2023 453,070
2024 400,405
2025 350,126
Thereafter 1,465,483
Total $ 3,725,383
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8. Debt
Debt consisted of the following as of December 31, 2020 and 2019, respectively (in thousands):
December 31,
2020 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 ( 19,157 ) ( 16,255 )
Net premium (discount) ( 3,844 ) 1,970
Total $ 3,026,999 $ 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 until 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 December 31, 2020, HTALP had no outstanding balance under the unsecured revolving credit facility. The current margin associated with any future borrowings is 1.00 % per annum and the facility fee is 0.20 % per annum.
$ 300.0 Million 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 December 31, 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 December 31, 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 previously due in 2023. The modification decreased pricing at our current credit rating by 65 basis points and extended the maturity date to January 15, 2024. The other material terms of the unsecured term loan prior to the modification remained substantially unchanged. 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 December 31, 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. As of December 31, 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 due 2031 referenced below, 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 make-whole provision, were redeemed in full, with net proceeds from the offering. The make-whole fee that was required per the terms of the indenture agreement upon our calling these notes of $ 24.7 million is recorded in loss on extinguishment of debt in the accompanying 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 %,
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respectively, per annum. As of December 31, 2020, HTALP had $ 600.0 million of these unsecured senior notes outstanding that mature on August 1, 2026.
$ 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 December 31, 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 December 31, 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 notes were offered at 99.20 % of the principal amount thereof, with an effective yield to maturity of 2.09 % per annum. We incurred financing costs of $ 6.8 million in relation to this transaction, which are being amortized through the maturity date. As of December 31, 2020, HTALP had $ 800.0 million of these unsecured senior notes outstanding that mature on March 15, 2031.
Fixed Rate Mortgages
During the year ended December 31, 2020, we repaid $ 114.1 million of our fixed rate mortgages. As of December 31, 2020, HTALP and its subsidiaries 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 December 31, 2020 (in thousands):
Year Amount
2021 $ —
2022 —
2023 300,000
2024 200,000
2025 —
Thereafter 2,550,000
Total $ 3,050,000
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Deferred Financing Costs
As of December 31, 2020, the future amortization of our deferred financing costs is as follows (in thousands):
Year Amount
2021 $ 2,993
2022 2,993
2023 2,497
2024 2,104
2025 2,092
Thereafter 6,478
Total $ 19,157
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 NOI to unsecured interest expense. As of December 31, 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.
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, our fair value of interest rate swap derivative liabilities is 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 (loss) in the accompanying 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 $ 6.6 million will be reclassified from other comprehensive income (loss) in the accompanying consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying consolidated statements of operations.
As of December 31, 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):
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Cash Flow Hedges December 31, 2020
Number of instruments 7
Notional amount $ 500,000
The table below presents the fair value of our derivative financial instruments designated as a hedge as well as our classification in the accompanying consolidated balance sheets as of December 31, 2020 and 2019, respectively (in thousands). We had no offsetting derivatives as of December 31, 2020 .
Asset Derivatives Liability Derivatives
Fair Value at: Fair Value at:
Derivatives Designated as Hedging Instruments: Balance Sheet
Location December 31, 2020 December 31, 2019 Balance Sheet
Location December 31, 2020 December 31, 2019
Interest rate swaps Receivables and other assets $ — $ 3,011 Derivative financial instruments $ 14,957 $ 29
The table below presents the gain or loss recognized on our derivative financial instruments designated as hedges as well as our classification in the accompanying consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018, respectively (in thousands).
Year Ended December 31,
Effect of Derivative Instruments Operations and Comprehensive (Loss) Income 2020 2019 2018
(Loss) gain recognized in OCI Change in unrealized losses on cash flow hedges $ ( 25,773 ) $ 5,910 $ 1,385
(Loss) gain reclassified from accumulated OCI into income Interest expense ( 3,897 ) 1,594 746
Non-Designated Hedges
Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements of ASC 815 - Derivatives and Hedging. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly to gain or loss on change in fair value of derivative financial instruments in the accompanying consolidated statements of operations. There were no non-designated hedges as of December 31, 2020 and 2019, respectively.
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 December 31, 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 $ 15.3 million. As of December 31, 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 effect on our consolidated financial position, results of operations or cash flows.
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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 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.
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 effect on our consolidated financial position, results of operations or cash flows.
11. Redeemable Noncontrolling Interests
As discussed in Note 2 - Summary of Significant Accounting Policies, redeemable noncontrolling interests in the accompanying consolidated balance sheets represent the noncontrolling interest in a joint venture in which we own the majority interest. The noncontrolling interest holders in the joint venture have 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. The redemption price was based on the fair value of their interest at the time of option exercise. As of September 30, 2019, all redeemable noncontrolling interests had either converted their interest to OP Units or received cash proceeds. Since that time and through December 31, 2020, there has been no activity.
The following is summary of the activity of our redeemable noncontrolling interests as of December 31, 2020 and 2019, respectively (in thousands):
December 31,
2020 2019
Beginning balance $ — $ 6,544
Net income attributable to noncontrolling interests — 66
Distributions — ( 141 )
Fair value adjustment — ( 425 )
Redemptions — ( 3,441 )
Issuance of OP Units — ( 2,603 )
Ending balance $ — $ —
12. 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 us, HTALP issues or redeems a corresponding number of OP Units.
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Common Stock Offerings
In December 2018, we entered into new equity distribution agreements with various sales agents with respect to our 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 year ended December 31, 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 anticipated net proceeds of $ 277.5 million, subject to adjustments as provided in the forward equity agreement. All four of these forward sale arrangements mature in accordance with their applicable contract terms by the middle of 2021.
As of December 31, 2020, $ 570.6 million remained available for issuance by us under our current ATM. Refer to Note 14 - Per Share Data of HTA to these 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 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 December 31, 2020, the remaining amount of common stock available for repurchase under the stock repurchase plan was $ 300.0 million. During the year ended December 31, 2019, we repurchased approximately 345,786 shares of our outstanding common stock under the previous stock repurchase plan, at an average price of $ 24.65 per share, pursuant to this stock repurchase plan, which expired on August 1, 2020.
Common Stock Dividends
See our accompanying consolidated statements of equity and changes in partners’ capital for the dividends declared during the years ended December 31, 2020, 2019 and 2018. As of December 31, 2020 and 2019, declared but unpaid dividends totaling $ 71.4 million and $ 69.5 million, respectively, were included in accounts payable and accrued liabilities.
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 December 31, 2020, there were 804,786 awards available for grant under the Plan.
Restricted Common Stock
The weighted average fair value of restricted common stock granted during the years ended December 31, 2020, 2019 and 2018, were $ 29.83 , $ 26.08 and $ 28.65 , respectively. The fair value of restricted common stock for which the restriction lapsed during the years ended December 31, 2020, 2019 and 2018 were $ 12.6 million, $ 8.9 million and $ 7.8 million, respectively.
We recognized compensation expense, equal to the fair market value of HTA’s stock on the grant date, over the service period which is generally three to four years . For the years ended December 31, 2020, 2019 and 2018, we recognized compensation expense of $ 8.9 million, $ 10.1 million and $ 9.8 million respectively. Substantially all compensation expense was recorded in general and administrative expenses in the accompanying consolidated statements of operations.
As of December 31, 2020, we had $ 4.8 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.5 years.
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The following is a summary of our restricted common stock activity as of December 31, 2020 and 2019, respectively:
December 31, 2020 December 31, 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 26.08
Vested ( 426,693 ) 28.93 ( 341,470 ) 28.51
Forfeited ( 11,398 ) 28.88 ( 15,712 ) 28.19
Ending balance 436,399 $ 28.27 600,987 $ 28.04
13. 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 December 31, 2020 and 2019 (in thousands):
December 31, 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 $ 14,957 $ 14,957 $ 29 $ 29
Debt 3,026,999 3,258,573 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. There have been no transfers of assets or liabilities between levels. We will record any such transfers at the end of the reporting period in which a change of event occurs that results in a transfer. 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. Refer to Note 4 - Dispositions and Impairment to our consolidated financial statements for further detail.
14. Per Share Data of HTA
During the year ended December 31, 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 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 agreement, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward equity agreement was not a liability as it did not embody obligations to repurchase our shares of common stock nor did it 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 agreement met the derivatives and hedging guidance scope exception to be accounted for as an equity instrument and concluded that the agreement can be classified as an equity contract based on the following assessment: (i) the agreement did not exercise contingencies were based on observable markets or indices besides those related
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to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreement from being indexed to our own common stock.
In addition, we considered the potential dilution resulting from the forward equity agreement(s) on our earnings per common share calculations. We used the treasury method to determine the dilution resulting from the forward equity agreement(s) during the period of time prior to settlement. The number of weighted-average shares outstanding used in the computation of earnings per common share for the years ended December 31, 2020 and 2019, included the effect from the assumed issuance of 0.6 million and 21.6 million shares of our common stock, respectively, pursuant to the settlement(s) of the forward equity agreement(s) at the contractual price(s), less the assumed repurchase of our common stock at the average market price using the proceeds of approximately $ 21.3 million and $ 629.5 million, respectively, adjusted for costs to borrow. For the years ended December 31, 2020 and 2019, approximately 819,000 and 57,000 , respectively, weighted-average incremental shares of our common stock were excluded from the computation of our weighted-average shares - diluted, as the impact was anti-dilutive.
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 agreement is not considered a participating security and, therefore, is not included in the computation of earnings per share using the two-class method. For the years ended December 31, 2020, 2019 and 2018, 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 years ended December 31, 2020, 2019 and 2018, respectively (in thousands, except per share data):
Year Ended December 31,
2020 2019 2018
Numerator:
Net income
$ 53,508 $ 30,758 $ 217,626
Net income attributable to noncontrolling interests ( 890 ) ( 604 ) ( 4,163 )
Net income attributable to common stockholders $ 52,618 $ 30,154 $ 213,463
Denominator:
Weighted average shares outstanding - basic 218,078 205,720 206,065
Dilutive shares - OP Units convertible into common stock 3,588 3,885 3,996
Adjusted weighted average shares outstanding - diluted 221,666 209,605 210,061
Earnings per common share - basic
Net income attributable to common stockholders
$ 0.24 $ 0.15 $ 1.04
Earnings per common share - diluted
Net income attributable to common stockholders
$ 0.24 $ 0.14 $ 1.02
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15. Per Unit Data of HTALP
During the year ended December 31, 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 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. Refer to Note 14 - Per Share Data of HTA to our 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 years ended December 31, 2020, 2019 and 2018, respectively (in thousands, except per unit data):
Year Ended December 31,
2020 2019 2018
Numerator:
Net income
$ 53,508 $ 30,758 $ 217,626
Net income attributable to noncontrolling interests
— ( 66 ) ( 89 )
Net income attributable to common OP unitholders $ 53,508 $ 30,692 $ 217,537
Denominator:
Weighted average units outstanding - basic 221,666 209,605 210,061
Dilutive units - OP Units convertible into common units — — —
Adjusted weighted average OP units outstanding - diluted 221,666 209,605 210,061
Earnings per common unit - basic:
Net income attributable to common OP unitholders $ 0.24 $ 0.15 $ 1.04
Earnings per common unit - diluted:
Net income attributable to common OP unitholders $ 0.24 $ 0.15 $ 1.04
16. Supplemental Cash Flow Information
The following is the supplemental cash flow information for the years ended December 31, 2020, 2019 and 2018, respectively (in thousands):
Year Ended December 31,
2020 2019 2018
Supplemental Disclosure of Cash Flow Information:
Interest paid, net of capitalized interest $ 83,375 $ 94,668 $ 101,165
Cash paid for operating leases 12,465 11,842 —
Supplemental Disclosure of Noncash Investing and Financing Activities:
Accrued capital and development expenditures $ 31,807 $ 6,381 $ 9,878
Extinguishment of finance ground lease from land acquisition 1,710 — —
Dividend distributions declared, but not paid
71,423 69,468 65,034
Issuance of OP Units in HTALP
— 2,603 —
Issuance of OP Units in HTALP in connection with an acquisition
— 2,000 —
Note receivable retired in connection with an acquisition
6,000 — —
Redemption of noncontrolling interest
9,019 7,527 5,195
ROU assets obtained in exchange for lease obligations
4,373 200,879 —
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17. Treatment of Dividends of HTA
The following is the income tax treatment of dividend distributions for the years ended December 31, 2020, 2019 and 2018 (in per share):
Year Ended December 31,
2020 2019 2018
Ordinary income $ 0.6976 $ 0.6405 $ 0.6559
Return of capital 0.5582 0.6045 —
Capital gain 0.0092 — 0.5691
Total $ 1.2650 $ 1.2450 $ 1.2250
18. Selected Quarterly Financial Data of HTA (Unaudited)
The following is the selected quarterly financial data of HTA for 2020 and 2019. We believe that all necessary adjustments, consisting of only normal recurring adjustments, have been included (in thousands, except per share data).
Quarter Ended (1)
2020 March 31 June 30 September 30 December 31
Revenues $ 185,776 $ 178,845 $ 187,326 $ 187,018
Net income (loss) 18,208 13,725 ( 6,932 ) 28,507
Net income (loss) attributable to common stockholders 17,901 13,489 ( 6,827 ) 28,055
Earnings per common share - basic:
Net income (loss) attributable to common stockholders
$ 0.08 $ 0.06 $ ( 0.03 ) $ 0.13
Earnings per common share - diluted:
Net income (loss) attributable to common stockholders
$ 0.08 $ 0.06 $ ( 0.03 ) $ 0.13
(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.
Quarter Ended (1)
2019 March 31 June 30 September 30 December 31
Revenues $ 168,966 $ 171,757 $ 175,004 $ 176,313
Net income (loss) 13,701 16,598 ( 8,577 ) 9,036
Net income (loss) attributable to common stockholders 13,440 16,259 ( 8,463 ) 8,918
Earnings per common share - basic:
Net income (loss) attributable to common stockholders $ 0.07 $ 0.08 $ ( 0.04 ) $ 0.04
Earnings per common share - diluted:
Net income (loss) attributable to common stockholders $ 0.06 $ 0.08 $ ( 0.04 ) $ 0.04
(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
19. Selected Quarterly Financial Data of HTALP (Unaudited)
The following is the selected quarterly financial data of HTALP for 2020 and 2019. We believe that all necessary adjustments, consisting of only normal recurring adjustments, have been included (in thousands, except per unit data).
Quarter Ended (1)
2020 March 31 June 30 September 30 December 31
Revenues $ 185,776 $ 178,845 $ 187,326 $ 187,018
Net income (loss) 18,208 13,725 ( 6,932 ) 28,507
Net income (loss) attributable to common OP unitholders 18,208 13,725 ( 6,932 ) 28,507
Earnings per common OP unit - basic:
Net income (loss) attributable to common OP unitholders $ 0.08 $ 0.06 $ ( 0.03 ) $ 0.13
Earnings per common OP unit - diluted:
Net income (loss) attributable to common OP unitholders $ 0.08 $ 0.06 $ ( 0.03 ) $ 0.13
(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.
Quarter Ended (1)
2019 March 31 June 30 September 30 December 31
Revenues $ 168,966 $ 171,757 $ 175,004 $ 176,313
Net income (loss) 13,701 16,598 ( 8,577 ) 9,036
Net income (loss) attributable to common OP unitholders 13,673 16,560 ( 8,577 ) 9,036
Earnings per common OP unit - basic:
Net income (loss) attributable to common OP unitholders $ 0.07 $ 0.08 $ ( 0.04 ) $ 0.04
Earnings per common OP unit - diluted:
Net income (loss) attributable to common OP unitholders $ 0.07 $ 0.08 $ ( 0.04 ) $ 0.04
(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION
102
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)
The following schedule presents our total real estate investments and accumulated depreciation for our portfolio as of December 31, 2020 (in thousands):
Initial Cost to Company Cost
Capitalized
Subsequent
to
Acquisition (a) Gross Amount at Which
Carried at Close of Period
Encumbrances Land Buildings,
Improvements and
Fixtures Land Buildings,
Improvements and
Fixtures Total (c) Accumulated
Depreciation (f)
Date of Construction Date
Acquired Life on Which Building Depreciation in Income Statement is Computed (h)
Operating Properties:
Shelby MOBs Alabaster, AL $ — $ — $ 25,095 $ 2,411 $ — $ 27,506 $ 27,506 $ ( 4,326 ) 1995-1998 2016 36
Simon Williamson Clinic Birmingham, AL — — 25,689 25 — 25,714 25,714 ( 3,841 ) 2007 2016 36
Jasper Jasper, AL — — 5,973 451 — 6,424 6,424 ( 1,350 ) 1979 2016 25
Phoenix Med Center Glendale, AZ — 453 2,768 824 453 3,592 4,045 ( 1,357 ) 1989 2011 39
Thunderbird MOP Glendale, AZ — 3,842 19,679 4,164 3,842 23,843 27,685 ( 11,198 ) 1976-1987 2007 39
Peoria MOB Peoria, AZ — 605 4,394 2,024 605 6,418 7,023 ( 1,845 ) 2000 2010 39
Baptist MC Phoenix, AZ — — 12,637 4,032 — 16,669 16,669 ( 6,001 ) 1973 2008 39
Desert Ridge MOB Phoenix, AZ — — 27,738 3,145 — 30,883 30,883 ( 9,154 ) 2004-2006 2011 39
Dignity Phoenix MOBs Phoenix, AZ — — 66,106 3,189 — 69,295 69,295 ( 10,009 ) 1984-1997 2017 20-39
Estrella Med Center Phoenix, AZ — — 24,703 3,242 — 27,945 27,945 ( 9,525 ) 2004 2010 39
Sun City Boswell MOBs Sun City, AZ — — 12,642 6,031 — 18,673 18,673 ( 7,812 ) 1971-2001 2009 39
Sun City Boswell West Sun City, AZ — — 6,610 2,859 — 9,469 9,469 ( 4,005 ) 1992 2009 39
Sun City Webb MP Sun City, AZ — — 16,188 4,717 — 20,905 20,905 ( 7,674 ) 1997-2004 2009 39
Sun City West MOBs Sun City, AZ — 744 13,466 3,276 744 16,742 17,486 ( 7,056 ) 1987-2002 2009 39
Gateway Med Plaza Tucson, AZ — — 14,005 933 — 14,938 14,938 ( 4,384 ) 2008 2010 39
Tucson Academy MOP Tucson, AZ — 1,193 6,107 1,697 1,193 7,804 8,997 ( 3,536 ) 1978 2008 39
Tucson Desert Life MOP Tucson, AZ — 1,309 17,572 5,862 1,309 23,434 24,743 ( 9,594 ) 1980 -1984 2007 39
Dignity Mercy MOBs Bakersfield, CA — — 15,207 241 — 15,448 15,448 ( 2,190 ) 1992 2017 35
5995 Plaza Drive Cypress, CA — 5,109 17,961 3,204 5,109 21,165 26,274 ( 7,115 ) 1986 2008 39
Dignity Glendale MOB Glendale, CA — — 7,244 235 — 7,479 7,479 ( 1,256 ) 1980 2017 30
3rd Street MOB Los Angeles, CA — 10,603 63,419 999 10,603 64,418 75,021 ( 3,171 ) 1990 2019 39
Mission Medical Center MOBs Mission Viejo, CA — 21,911 117,672 6,913 21,911 124,585 146,496 ( 14,237 ) 1972-1985 2016 39
Dignity Northridge MOBs Northridge, CA — — 21,467 952 — 22,419 22,419 ( 3,255 ) 1979-1994 2017 30-35
San Luis Obispo MOB San Luis Obispo, CA — — 11,900 2,006 — 13,906 13,906 ( 4,846 ) 2009 2010 39
Facey MOB Santa Clarita, CA — 6,452 5,586 19,622 6,452 25,208 31,660 ( 2,401 ) 2018 2017 39
Dignity Marian MOBs Santa Maria, CA — — 13,646 802 — 14,448 14,448 ( 2,496 ) 1994-1995 2017 17-38
SCL Health MOBs Denver, CO — 11,652 104,327 5,676 11,652 110,003 121,655 ( 11,186 ) 2015-2017 2017 39
Rampart MOB Denver, CO — 3,794 13,077 376 3,794 13,453 17,247 ( 662 ) 1983-1995 2019 39
Hampden Place MOB Englewood, CO — 3,032 12,553 641 3,032 13,194 16,226 ( 4,496 ) 2004 2009 39
Highlands Ranch MOP Highlands Ranch, CO — 2,240 10,426 9,155 2,240 19,581 21,821 ( 7,938 ) 1983-1985 2007 39
Lone Tree Medical Office Buildings Lone Tree, CO — 3,736 29,546 1,909 3,736 31,455 35,191 ( 6,509 ) 2004-2008 2014 38
Lincoln Medical Center Parker, CO — 5,142 28,638 2,035 5,142 30,673 35,815 ( 7,073 ) 2008 2013 39
80 Fisher Avon, CT — — 5,094 23 — 5,117 5,117 ( 1,186 ) 2008 2016 39
533 Cottage - Northwestern Bloomfield, CT — 726 3,964 ( 527 ) 726 3,437 4,163 ( 639 ) 1955 2016 35
Northwestern MOBs Bloomfield, CT — 1,369 6,287 550 1,369 6,837 8,206 ( 1,609 ) 1985 2016 35
406 Farmington Farmington, CT — 379 3,509 3 379 3,512 3,891 ( 572 ) 1988 2016 39
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)
Initial Cost to Company Cost
Capitalized
Subsequent
to
Acquisition (a) Gross Amount at Which
Carried at Close of Period
Encumbrances Land Buildings,
Improvements and
Fixtures Land Buildings,
Improvements and
Fixtures Total (c) Accumulated
Depreciation (f)
Date of Construction Date
Acquired Life on Which Building Depreciation in Income Statement is Computed (h)
704 Hebron Glastonbury, CT $ — $ 2,223 $ 6,544 $ 49 2,223 6,593 8,816 $ ( 1,307 ) 2001 2016 37
Gateway MOBs Glastonbury, CT — 11,328 41,320 10,588 13,448 49,788 63,236 ( 8,456 ) 2007-2017 2016-2017 39
Hamden MOB Hamden, CT — 4,925 36,835 7 4,925 36,842 41,767 ( 1,211 ) 1970-1972 2019 39
Haynes MOBs Manchester, CT — 1,100 14,620 49 1,100 14,669 15,769 ( 2,255 ) 2007-2010 2016 39
Pomeroy MOBs Meriden, CT — 1,774 10,078 6 1,774 10,084 11,858 ( 2,059 ) 2009-2011 2016 39
Saybrook MOBs Middleton, CT — — 10,314 1,057 — 11,371 11,371 ( 2,411 ) 1989 2016 28
Yale Long Wharf New Haven, CT — 9,367 58,691 9,138 9,367 67,829 77,196 ( 14,586 ) 1977 2016 30
Devine MOBs North Haven, CT — 3,606 27,278 957 3,606 28,235 31,841 ( 4,727 ) 2006-2017 2016-2017 35
Evergreen MOBs South Windsor, CT — 5,565 25,839 314 5,833 25,885 31,718 ( 4,411 ) 2006-2011 2016 39
Westport Center Westport, CT — 3,311 13,296 269 3,311 13,565 16,876 ( 876 ) 1985 2019 39
Day Hill MOBs Windsor, CT — 3,980 7,055 222 3,980 7,277 11,257 ( 2,032 ) 1990-1999 2016 30
Riverside MOB Bradenton, FL — 2,230 7,689 224 2,230 7,913 10,143 ( 1,681 ) 1980 2016 25
Brandon MOP Brandon, FL — 901 6,946 480 901 7,426 8,327 ( 2,837 ) 1997 2008 39
McMullen MOB Clearwater, FL — 3,470 12,621 29 3,470 12,650 16,120 ( 3,162 ) 2009 2014 39
Orlando Rehab Hospital Edgewood, FL — 2,600 20,256 3,000 2,600 23,256 25,856 ( 7,653 ) 2007 2010 39
Palmetto MOB Hialeah, FL — — 15,512 6,231 — 21,743 21,743 ( 7,311 ) 1980 2013 39
Palmetto II Hialeah, FL — — 51,480 — — 51,480 51,480 — 1992 2020 39
East FL Senior Jacksonville Jacksonville, FL — 4,291 9,220 ( 1 ) 4,291 9,219 13,510 ( 4,187 ) 1985 2007 39
King Street MOB Jacksonville, FL — — 7,232 296 — 7,528 7,528 ( 2,625 ) 2007 2010 39
Jupiter MP Jupiter, FL — 1,204 11,778 1,404 1,204 13,182 14,386 ( 3,075 ) 1996-1997 2013 39
Central FL SC Lakeland, FL — 768 3,002 462 768 3,464 4,232 ( 1,369 ) 1995 2008 39
Vista Pro Center MOP Lakeland, FL — 1,082 3,587 401 1,082 3,988 5,070 ( 1,634 ) 1996-1999 2007-2008 39
Largo Medical Center Largo, FL — — 51,045 1,137 — 52,182 52,182 ( 10,935 ) 2009 2013 39
Largo MOP Largo, FL — 729 8,908 2,160 729 11,068 11,797 ( 4,509 ) 1975-1986 2008 39
FL Family Medical Center Lauderdale Lakes, FL — — 4,257 1,514 — 5,771 5,771 ( 2,496 ) 1978 2013 39
Northwest Medical Park Margate, FL — — 9,525 150 5 9,670 9,675 ( 2,335 ) 2009 2013 39
North Shore MOB Miami, FL — — 4,942 2,003 — 6,945 6,945 ( 2,830 ) 1978 2013 39
Sunset Professional and Kendall MOBs Miami, FL — 11,855 13,633 6,486 11,855 20,119 31,974 ( 6,803 ) 1954-2006 2014 27
Commons V MOB Naples, FL — 4,173 9,070 3,071 4,173 12,141 16,314 ( 4,451 ) 1990 2007 39
Orlando Lake Underhill MOB Orlando, FL — — 8,515 1,195 — 9,710 9,710 ( 3,401 ) 2000 2010 39
Florida Hospital MOBs Orlando, Sebring and Tampa, FL — — 151,647 4,088 — 155,735 155,735 ( 17,862 ) 2006-2012 2017 39
Orlando Oviedo MOB Oviedo, FL — — 5,711 974 — 6,685 6,685 ( 2,284 ) 1998 2010 39
Heart & Family Health MOB Port St. Lucie, FL — 686 8,102 15 686 8,117 8,803 ( 1,969 ) 2008 2013 39
St. Lucie MC Port St. Lucie, FL — — 6,127 50 — 6,177 6,177 ( 1,456 ) 2008 2013 39
East FL Senior Sunrise Sunrise, FL — 2,947 12,825 — 2,947 12,825 15,772 ( 5,358 ) 1989 2007 39
Tallahassee Rehab Hospital Tallahassee, FL — 7,142 18,691 2,400 7,142 21,091 28,233 ( 7,242 ) 2007 2010 39
Optimal MOBs Tampa, FL — 4,002 69,824 567 4,002 70,391 74,393 ( 8,778 ) 2005-2015 2017 39
Tampa Medical Village MOB Tampa, FL — 3,627 14,806 1,367 3,627 16,173 19,800 ( 2,286 ) 2003 2017 35
VA MOBs Tampa, FL — 17,802 80,154 910 17,802 81,064 98,866 ( 8,679 ) 2013 2017 39
FL Ortho Institute Temple Terrace, FL — 2,923 17,647 ( 1 ) 2,923 17,646 20,569 ( 5,497 ) 2001-2003 2010 39
Wellington MAP III Wellington, FL — — 10,511 347 — 10,858 10,858 ( 3,304 ) 2006 2010 39
Victor Farris MOB West Palm Beach, FL — — 23,052 11,773 — 34,825 34,825 ( 7,846 ) 1988 2013 39
East FL Senior Winter Park Winter Park, FL — 2,840 12,825 34 2,840 12,859 15,699 ( 5,628 ) 1988 2007 39
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)
Initial Cost to Company Cost
Capitalized
Subsequent
to
Acquisition (a) Gross Amount at Which
Carried at Close of Period
Encumbrances Land Buildings,
Improvements and
Fixtures Land Buildings,
Improvements and
Fixtures Total (c) Accumulated
Depreciation (f)
Date of Construction Date
Acquired Life on Which Building Depreciation in Income Statement is Computed (h)
Camp Creek Med Center Atlanta, GA $ — $ 2,961 $ 19,688 $ 2,003 2,961 21,691 24,652 $ ( 7,662 ) 2006 - 2010 2010-2012 39
Camp Creek MOB Atlanta, GA — 328 12,539 — 328 12,539 12,867 ( 486 ) 2018 2019 39
North Atlanta MOBs Atlanta, GA — — 41,836 1,860 — 43,696 43,696 ( 5,023 ) 2011-2012 2017 39
Augusta Rehab Hospital Augusta, GA — 1,059 20,899 — 1,059 20,899 21,958 ( 6,210 ) 2007 2010 39
Austell Medical Park Austell, GA — 432 4,057 61 432 4,118 4,550 ( 1,202 ) 2007 2013 39
Harbin Clinic MOBs Cedartown, Rome and Summerville, GA — 7,097 112,155 1,669 7,097 113,824 120,921 ( 14,632 ) 1960-2010 2017 30-39
Decatur MP Decatur, GA — 3,166 6,862 1,418 3,166 8,280 11,446 ( 3,140 ) 1976 2008 39
Yorktown MC Fayetteville, GA — 2,802 12,502 4,211 2,802 16,713 19,515 ( 6,797 ) 1987 2007 39
Gwinett MOP Lawrenceville, GA — 1,290 7,246 4,779 1,290 12,025 13,315 ( 4,968 ) 1985 2007 39
Marietta Health Park Marietta, GA — 1,276 12,197 2,850 1,276 15,047 16,323 ( 5,601 ) 2000 2008 39
WellStar Tower MOB Marietta, GA — 748 13,528 269 748 13,797 14,545 ( 2,549 ) 2007 2015 39
Shakerag MC Peachtree City, GA — 743 3,290 1,391 743 4,681 5,424 ( 2,504 ) 1994 2007 39
Overlook at Eagle's Landing Stockbridge, GA — 638 6,685 620 638 7,305 7,943 ( 2,455 ) 2004 2010 39
SouthCrest MOP Stockbridge, GA — 4,260 14,636 2,976 4,260 17,612 21,872 ( 7,318 ) 2005 2008 39
Cherokee Medical Center Woodstock, GA — — 16,558 949 — 17,507 17,507 ( 3,540 ) 2001 2015 35
Honolulu MOB Honolulu, HI — — 27,336 3,078 — 30,414 30,414 ( 6,057 ) 1997 2014 35
Kapolei Medical Park Kapolei, HI — — 16,253 999 — 17,252 17,252 ( 3,932 ) 1999 2014 35
North Curtis Road Boise, ID — 382 5,995 24 382 6,019 6,401 ( 258 ) 1983 2020 39
Eagle Road MOB Meridian, ID — 666 9,636 5 666 9,641 10,307 ( 773 ) 2000 2019 39
Chicago MOBs Chicago, IL — 7,723 129,520 827 7,723 130,347 138,070 ( 13,094 ) 2006-2017 2017 38-39
Streeterville Center MOB Chicago, IL — 4,223 35,008 15 4,223 35,023 39,246 ( 1,863 ) 1968 2019 39
Rush Oak Park MOB Oak Park, IL — 1,096 38,550 — 1,096 38,550 39,646 ( 10,700 ) 2000 2012 38
Brownsburg MOB Brownsburg, IN — 431 639 562 431 1,201 1,632 ( 577 ) 1989 2008 39
Athens SC Crawfordsville, IN — 381 3,575 726 381 4,301 4,682 ( 1,829 ) 2000 2007 39
Crawfordsville MOB Crawfordsville, IN — 318 1,899 449 318 2,348 2,666 ( 1,009 ) 1997 2007 39
Deaconess Clinic Downtown Evansville, IN — 1,748 21,963 60 1,748 22,023 23,771 ( 7,982 ) 1952-1967 2010 39
Deaconess Clinic Westside Evansville, IN — 360 3,265 356 360 3,621 3,981 ( 1,296 ) 2005 2010 39
Dupont MOB Fort Wayne, IN — — 8,246 1,522 — 9,768 9,768 ( 2,017 ) 2004 2013 39
Ft. Wayne MOB Ft. Wayne, IN — — 6,579 — — 6,579 6,579 ( 2,084 ) 2008 2009 39
Community MP Indianapolis, IN — 560 3,581 741 560 4,322 4,882 ( 1,732 ) 1995 2008 39
Eagle Highlands MOP Indianapolis, IN — 2,216 11,154 8,954 2,216 20,108 22,324 ( 9,874 ) 1988-1989 2008 39
Epler Parke MOP Indianapolis, IN — 1,556 6,928 2,810 1,556 9,738 11,294 ( 3,946 ) 2002-2003 2007-2008 39
Glendale Professional Plaza Indianapolis, IN — 570 2,739 2,075 570 4,814 5,384 ( 2,548 ) 1993 2008 39
MMP Eagle Highlands Indianapolis, IN — 1,044 13,548 3,687 1,044 17,235 18,279 ( 7,572 ) 1993 2008 39
MMP East Indianapolis, IN — 1,236 9,840 4,656 1,236 14,496 15,732 ( 7,543 ) 1996 2008 39
MMP North Indianapolis, IN — 1,518 15,460 5,882 1,427 21,438 22,865 ( 9,241 ) 1995 2008 39
MMP South Indianapolis, IN — 1,127 10,414 2,475 1,127 12,889 14,016 ( 5,800 ) 1994 2008 39
Southpointe MOP Indianapolis, IN — 2,190 7,548 2,751 2,190 10,299 12,489 ( 5,080 ) 1996 2007 39
St. Vincent MOB Indianapolis, IN — 2,964 23,352 189 2,964 23,541 26,505 ( 3,083 ) 2007 2017 35
Kokomo MOP Kokomo, IN — 1,779 9,614 3,117 1,779 12,731 14,510 ( 5,423 ) 1992-1994 2007 39
Deaconess Clinic Gateway Newburgh, IN — — 10,952 26 — 10,978 10,978 ( 3,532 ) 2006 2010 39
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)
Initial Cost to Company Cost
Capitalized
Subsequent
to
Acquisition (a) Gross Amount at Which
Carried at Close of Period
Encumbrances Land Buildings,
Improvements and
Fixtures Land Buildings,
Improvements and
Fixtures Total (c) Accumulated
Depreciation (f)
Date of Construction Date
Acquired Life on Which Building Depreciation in Income Statement is Computed (h)
Community Health Pavilion Noblesville, IN $ — $ 5,560 $ 28,988 $ 1,301 5,560 30,289 35,849 $ ( 6,830 ) 2009 2015 39
Zionsville MC Zionsville, IN — 655 2,877 1,120 664 3,988 4,652 ( 1,865 ) 1992 2008 39
Nashoba Valley Med Center MOB Ayer, MA — — 5,529 304 299 5,534 5,833 ( 1,695 ) 1976-2007 2012 31
670 Albany Boston, MA — — 104,365 171 — 104,536 104,536 ( 16,617 ) 2005 2015 39
Tufts Medical Center Boston, MA — 32,514 109,180 9,778 32,514 118,958 151,472 ( 27,839 ) 1924-2015 2014 35
St. Elizabeth's Med Center Brighton, MA — — 20,929 3,230 1,379 22,780 24,159 ( 6,693 ) 1965-2013 2012 31
Pearl Street MOBs Brockton, MA — 4,714 18,193 1,068 4,714 19,261 23,975 ( 3,415 ) 1966-2004 2016 39
Good Samaritan MOBs Brockton , MA — — 15,887 1,217 144 16,960 17,104 ( 4,850 ) 1980-2007 2012 31
Carney Hospital MOB Dorchester, MA — — 7,250 771 530 7,491 8,021 ( 2,186 ) 1978 2012 31
St. Anne's Hospital MOB Fall River, MA — — 9,304 130 40 9,394 9,434 ( 2,126 ) 2011 2012 31
Norwood Hospital MOB Foxborough, MA — — 9,489 427 2,295 7,621 9,916 ( 2,443 ) 1930-2000 2012 31
Holy Family Hospital MOB Methuen, MA — — 4,502 304 168 4,638 4,806 ( 1,671 ) 1988 2012 31
Morton Hospital MOB Taunton, MA — — 15,317 1,652 502 16,467 16,969 ( 7,333 ) 1988 2012 31
Stetson MOB Weymouth, MA — 3,362 15,555 4,061 3,362 19,616 22,978 ( 5,998 ) 1900-1986 2015 20
Johnston Professional Building Baltimore, MD — — 21,481 544 — 22,025 22,025 ( 4,602 ) 1993 2014 35
Triad Tech Center Baltimore, MD — — 26,548 — — 26,548 26,548 ( 7,779 ) 1989 2010 39
St. John Providence MOB Novi, MI — — 42,371 1,383 — 43,754 43,754 ( 13,151 ) 2007 2012 39
Fort Road MOB St. Paul, MN — 1,571 5,786 1,810 1,571 7,596 9,167 ( 3,292 ) 1981 2008 39
Gallery Professional Building St. Paul, MN — 1,157 5,009 3,652 1,157 8,661 9,818 ( 5,254 ) 1979 2007 39
Chesterfield Rehab Hospital Chesterfield, MO — 4,213 27,898 774 4,313 28,574 32,887 ( 10,652 ) 2007 2007 39
BJC West County MOB Creve Coeur, MO — 2,242 13,130 1,088 2,242 14,218 16,460 ( 5,344 ) 1978 2008 39
Winghaven MOB O'Fallon, MO — 1,455 9,708 1,779 1,455 11,487 12,942 ( 4,467 ) 2001 2008 39
BJC MOB St. Louis, MO — 304 1,554 ( 908 ) 304 646 950 ( 520 ) 2001 2008 39
Des Peres MAP II St. Louis, MO — — 11,386 1,025 — 12,411 12,411 ( 4,413 ) 2007 2010 39
Baptist Memorial MOB Oxford, MS — — 26,263 7,563 — 33,826 33,826 ( 2,732 ) 2017 2017 39
Medical Park of Cary Cary, NC — 2,931 20,305 32,448 2,931 52,753 55,684 ( 8,703 ) 1994 2010 39
Rex Cary MOB Cary, NC — 1,449 18,226 484 1,449 18,710 20,159 ( 3,222 ) 2002 2015 39
Tryon Office Center Cary, NC — 2,200 14,956 1,111 2,200 16,067 18,267 ( 3,163 ) 2002-2006 2015 39
Carolinas Health MOB Charlotte, NC — — 75,198 120 — 75,318 75,318 ( 8,140 ) 2006 2017 39
Davidson MOB Davidson , NC — 1,188 8,556 7 1,188 8,563 9,751 ( 460 ) 2001 2019 39
Duke Fertility Center Durham, NC — 596 3,882 — 596 3,882 4,478 ( 557 ) 2006 2016 39
Hock Plaza II Durham, NC — 680 27,044 580 680 27,624 28,304 ( 3,648 ) 2006 2016 36
UNC Rex Holly Springs Holly Springs, NC — — 27,591 11,076 — 38,667 38,667 ( 3,277 ) 2011 2017 39
Huntersville Office Park Huntersville, NC — 5,376 67,125 98 5,376 67,223 72,599 ( 3,634 ) 1990-2001 2019 39
Rosedale MOB Huntersville, NC — 1,281 7,738 26 1,281 7,764 9,045 ( 434 ) 2005 2019 39
Medical Park MOBs Mooresville, NC — 1,771 13,266 7,753 2,041 20,749 22,790 ( 3,695 ) 2000-2005 2017 23
3100 Blue Ridge Raleigh, NC — 1,732 8,891 733 1,732 9,624 11,356 ( 2,604 ) 1985 2014 35
Raleigh Medical Center Raleigh, NC — 2,381 15,630 6,732 2,381 22,362 24,743 ( 8,277 ) 1989 2010 39
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)
Initial Cost to Company Cost
Capitalized
Subsequent
to
Acquisition (a) Gross Amount at Which
Carried at Close of Period
Encumbrances Land Buildings,
Improvements and
Fixtures Land Buildings,
Improvements and
Fixtures Total (c) Accumulated
Depreciation (f)
Date of Construction Date
Acquired Life on Which Building Depreciation in Income Statement is Computed (h)
Sandy Forks MOB Raleigh, NC $ — $ 652 $ 7,263 $ 26 652 7,289 7,941 $ ( 702 ) 2016 2018 39
Sunset Ridge MOBs Raleigh, NC — 811 3,926 654 811 4,580 5,391 ( 458 ) 1999 2018 39
Piedmond MOB Statesville, NC — 1,024 13,911 — 1,024 13,911 14,935 ( 653 ) 1984 2020 39
Hackensack MOB North Bergen, NJ — — 31,658 602 — 32,260 32,260 ( 3,128 ) 2014 2017 39
Mountain View MOB Las Cruces, NM — — 41,553 2,968 — 44,521 44,521 ( 4,788 ) 2003 2017 39
Santa Fe 440 MOB Santa Fe, NM — 842 7,448 13 842 7,461 8,303 ( 2,424 ) 1978 2010 39
San Martin MAP Las Vegas, NV — — 14,777 4,247 — 19,024 19,024 ( 6,854 ) 2007 2010 39
Madison Ave MOB Albany, NY — 83 2,759 142 83 2,901 2,984 ( 986 ) 1964-2008 2010 39
Patroon Creek HQ Albany, NY — 1,870 29,453 6,038 1,870 35,491 37,361 ( 12,266 ) 2001 2010 39
Patroon Creek MOB Albany, NY — 1,439 27,639 670 1,439 28,309 29,748 ( 8,660 ) 2007 2010 39
Washington Ave MOB Albany, NY — 1,699 18,440 1,152 1,699 19,592 21,291 ( 6,711 ) 1998-2000 2010 39
Putnam MOB Carmel, NY — — 24,216 404 — 24,620 24,620 ( 6,880 ) 2000 2010 39
Capital Region Health Park Latham, NY — 2,305 37,494 4,509 2,305 42,003 44,308 ( 14,863 ) 2001 2010 39
ACP MOB New York, NY — 53,265 62,873 499 53,265 63,372 116,637 ( 2,041 ) 1920-1988 2019 39
210 Westchester MOB White Plains, NY — 8,628 18,408 — 8,628 18,408 27,036 ( 4,479 ) 1981 2014 31
Westchester MOBs White Plains, NY — 17,274 41,865 10,715 17,274 52,580 69,854 ( 13,978 ) 1967-1983 2014 29
Diley Ridge MOB Canal Winchester, OH — — 9,811 92 — 9,903 9,903 ( 1,855 ) 2010 2015 39
Good Sam MOB Cincinnati, OH — 1,825 9,966 24 1,825 9,990 11,815 ( 1,240 ) 2011 2017 39
Jewish MOB Cincinnati, OH — — 16,187 — — 16,187 16,187 ( 2,417 ) 1999 2017 35
TriHealth Cincinnati, OH — — 34,894 34 — 34,928 34,928 ( 3,469 ) 2016 2017 39
Olentangy Columbus, OH — 1,247 9,830 996 1,247 10,826 12,073 ( 768 ) 1985 2019 39
Market Exchange MOP Columbus, OH — 2,326 17,207 4,655 2,326 21,862 24,188 ( 8,365 ) 2001-2003 2007-2010 39
Polaris MOB Columbus, OH — 1,447 12,192 64 1,447 12,256 13,703 ( 1,921 ) 2012 2016 39
Gahanna MOB Gahanna, OH — 1,078 5,674 59 1,078 5,733 6,811 ( 1,061 ) 1997 2016 30
Kindred MOBs Avon, OH, Germantown, TN, Indianapolis, IN and Springfield, MO — 4,238 118,778 36 4,238 118,814 123,052 ( 12,734 ) 2013-2016 2017 39
Hilliard II MOB Hilliard, OH — 959 7,260 255 959 7,515 8,474 ( 1,262 ) 2014 2016 38
Hilliard MOB Hilliard, OH — 946 11,174 735 946 11,909 12,855 ( 2,498 ) 2013 2015 39
Park Place MOP Kettering, OH — 1,987 11,341 5,853 1,987 17,194 19,181 ( 7,389 ) 1998-2002 2007 39
Liberty Falls MP Liberty, OH — 842 5,640 1,145 842 6,785 7,627 ( 2,939 ) 2008 2008 39
Parma Ridge MOB Parma, OH — 372 3,636 1,175 372 4,811 5,183 ( 2,023 ) 1977 2008 39
St. Ann's MOB Westerville, OH — — 16,978 — — 16,978 16,978 ( 61 ) 2004 2020 39
Deaconess MOP Oklahoma City, OK — — 25,975 4,312 — 30,287 30,287 ( 11,394 ) 1991-1996 2008 39
Silverton Health MOB Woodburn, OR — 953 6,164 ( 52 ) 953 6,112 7,065 ( 943 ) 2001 2016 35
Monroeville MOB Monroeville, PA — 3,264 7,038 1,751 3,264 8,789 12,053 ( 3,627 ) 1985-1989 2013 39
2750 Monroe MOB Norristown, PA — 2,323 22,631 5,423 2,323 28,054 30,377 ( 12,076 ) 1985 2007 39
1740 South MOB Philadelphia, PA — 1,855 7,735 35 1,855 7,770 9,625 ( 453 ) 1986 2019 39
Main Line Bryn Mawr MOB Philadelphia, PA — — 46,967 4,331 — 51,298 51,298 ( 4,540 ) 2017 2017 39
Federal North MOB Pittsburgh, PA — 2,489 30,268 4,111 2,489 34,379 36,868 ( 9,818 ) 1999 2010 39
Highmark Penn Ave Pittsburgh, PA — 1,774 38,921 4,890 1,774 43,811 45,585 ( 13,936 ) 1907-1998 2012 39
WP Allegheny HQ MOB Pittsburgh, PA — 1,514 32,368 4,481 1,514 36,849 38,363 ( 10,557 ) 2002 2010 39
39 Broad Street Charleston, SC — 3,180 1,970 3,132 3,480 4,802 8,282 ( 1,010 ) 1891 2015 39
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)
Initial Cost to Company Cost
Capitalized
Subsequent
to
Acquisition (a) Gross Amount at Which
Carried at Close of Period
Encumbrances Land Buildings,
Improvements and
Fixtures Land Buildings,
Improvements and
Fixtures Total (c) Accumulated
Depreciation (f)
Date of Construction Date
Acquired Life on Which Building Depreciation in Income Statement is Computed (h)
Cannon Park Place Charleston, SC $ — $ 425 $ 8,651 $ 1,431 425 10,082 10,507 $ ( 3,547 ) 1998 2010 39
MUSC Elm MOB Charleston, SC — 1,172 4,361 178 1,172 4,539 5,711 ( 793 ) 2015 2016 39
Tides Medical Arts Center Charleston, SC — 3,763 19,787 937 3,763 20,724 24,487 ( 4,328 ) 2007 2014 39
East Cooper Medical Arts Center Mt. Pleasant, SC — 2,470 6,289 286 2,470 6,575 9,045 ( 1,985 ) 2001 2014 32
East Cooper Medical Center Mt. Pleasant, SC — 2,073 5,939 2,999 2,073 8,938 11,011 ( 2,860 ) 1992 2010 39
MUSC University MOB North Charleston, SC — 1,524 9,627 53 1,524 9,680 11,204 ( 2,159 ) 2006 2015 36
St. Thomas DePaul MOB Murfreesboro, TN — — 55,040 705 — 55,745 55,745 ( 5,972 ) 2008 2017 39
Mountain Empire MOBs Rogersville, Kingsport and Bristol, TN & Norton and Pennington Gap, VA — 1,296 36,523 11,045 1,278 47,586 48,864 ( 19,023 ) 1976-2006 2008-2011 39
Amarillo Hospital Amarillo, TX — 1,110 17,688 605 1,110 18,293 19,403 ( 6,093 ) 2007 2008 39
Austin Heart MOB Austin, TX — — 15,172 561 — 15,733 15,733 ( 3,585 ) 1999 2013 39
BS&W MOBs Austin, TX — — 300,952 2,355 — 303,307 303,307 ( 32,244 ) 2009-2016 2017 39
Post Oak North MC Austin, TX — 887 7,011 ( 61 ) 887 6,950 7,837 ( 1,649 ) 2007 2013 39
MatureWell MOB Bryan, TX — 1,307 11,078 — 1,307 11,078 12,385 ( 1,480 ) 2016 2017 39
Texas A&M Health Science Center Bryan, TX — — 32,494 278 — 32,772 32,772 ( 8,761 ) 2011 2013 39
Dallas Rehab Hospital Carrollton, TX — 1,919 16,341 — 1,919 16,341 18,260 ( 5,146 ) 2006 2010 39
Cedar Hill MOB Cedar Hill, TX — 778 4,830 1,817 778 6,647 7,425 ( 1,991 ) 2007 2008 39
Cedar Park MOB Cedar Park, TX — — 30,338 1,421 — 31,759 31,759 ( 3,287 ) 2007 2017 39
Corsicana MOB Corsicana, TX — — 6,781 624 — 7,405 7,405 ( 2,708 ) 2007 2009 39
Dallas LTAC Hospital Dallas, TX — 2,301 20,627 — 2,301 20,627 22,928 ( 6,435 ) 2007 2009 39
Forest Park Pavilion Dallas, TX — 9,670 11,152 2,016 9,670 13,168 22,838 ( 3,035 ) 2010 2012 39
Forest Park Tower Dallas, TX — 3,340 35,071 7,423 3,340 42,494 45,834 ( 10,061 ) 2011 2013 39
Northpoint Medical Dallas, TX — 2,388 14,621 760 2,388 15,381 17,769 ( 2,741 ) 2017 2017 20
Baylor MOBs Dallas/Fort Woth, TX — 9,956 122,852 6,625 9,956 129,477 139,433 ( 13,012 ) 2013-2017 2017 39
Denton Med Rehab Hospital Denton, TX — 2,000 11,704 — 2,000 11,704 13,704 ( 4,144 ) 2008 2009 39
Denton MOB Denton, TX — — 7,543 614 — 8,157 8,157 ( 2,482 ) 2000 2010 39
El Paso MOB El Paso, TX — 2,075 14,902 ( 4 ) 2,075 14,898 16,973 ( 936 ) 1994-2008 2019 39
Cliff Medical Plaza MOB El Paso, TX — 1,064 1,972 3,818 1,064 5,790 6,854 ( 2,406 ) 1977 2016 8
Providence Medical Plaza El Paso, TX — — 5,396 3,986 — 9,382 9,382 ( 2,369 ) 1981 2016 20
Sierra Medical El Paso, TX — — 2,998 1,079 — 4,077 4,077 ( 1,446 ) 1972 2016 15
Texas Tech MOB El Paso, TX — — 42,419 — — 42,419 42,419 — 2017 2020 39
Texas Health MOB Fort Worth, TX — — 38,429 187 — 38,616 38,616 ( 4,160 ) 2014 2017 39
Conifer Frisco, TX — 4,807 67,076 ( 3,163 ) 4,807 63,913 68,720 ( 6,112 ) 2014 2017 38
Forest Park Frisco MC Frisco, TX — 1,238 19,979 10,081 1,238 30,060 31,298 ( 8,684 ) 2012 2013 39
Greenville MOB Greenville, TX — 616 10,822 860 616 11,682 12,298 ( 4,122 ) 2007 2008 39
Gemini MOB Houston, TX — 4,619 17,450 131 4,619 17,581 22,200 ( 749 ) 1985-1986 2019 39
7900 Fannin MOB Houston, TX — — 34,764 2,379 — 37,143 37,143 ( 11,423 ) 2005 2010 39
Cypress Medical Building MOB Houston, TX — — 4,678 452 — 5,130 5,130 ( 1,285 ) 1984 2016 30
Cypress Station MOB Houston, TX — 1,345 8,312 ( 1,018 ) 1,345 7,294 8,639 ( 3,477 ) 1981 2008 39
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)
Initial Cost to Company Cost
Capitalized
Subsequent
to
Acquisition (a) Gross Amount at Which
Carried at Close of Period
Encumbrances Land Buildings,
Improvements and
Fixtures Land Buildings,
Improvements and
Fixtures Total (c) Accumulated
Depreciation (f)
Date of Construction Date
Acquired Life on Which Building Depreciation in Income Statement is Computed (h)
Park Plaza MOB Houston, TX $ — $ 5,719 $ 50,054 $ 7,475 5,719 57,529 63,248 $ ( 13,080 ) 1984 2016 24
Triumph Hospital NW Houston, TX — 1,377 14,531 240 1,377 14,771 16,148 ( 6,164 ) 1986 2007 39
Memorial Hermann MOBs Humble, TX — — 9,479 12,920 — 22,399 22,399 ( 2,283 ) 1993 2017 25-39
Jourdanton MOB Jourdanton, TX — — 17,804 2 — 17,806 17,806 ( 1,864 ) 2013 2017 39
Houston Methodist MOBs Katy, TX — — 43,078 3,246 — 46,324 46,324 ( 4,576 ) 2001-2006 2017 35-39
Lone Star Endoscopy MOB Keller, TX — 622 3,502 139 622 3,641 4,263 ( 1,315 ) 2006 2008 39
Seton Medical MOB Kyle, TX — — 30,102 2,321 — 32,423 32,423 ( 3,622 ) 2009 2017 39
Lewisville MOB Lewisville, TX — 452 3,841 6 452 3,847 4,299 ( 1,272 ) 2000 2010 39
Longview Regional MOBs Longview, TX — — 59,258 — — 59,258 59,258 ( 6,418 ) 2003-2015 2017 36-39
Terrace Medical Building Nacogdoches, TX — — 179 ( 7 ) — 172 172 ( 164 ) 1975 2016 5
Towers Medical Plaza Nacogdoches, TX — — 786 296 — 1,082 1,082 ( 565 ) 1981 2016 10
North Cypress MOBs North Cypress/Houston, TX — 7,841 121,215 2,217 7,841 123,432 131,273 ( 13,627 ) 2006-2015 2017 35-39
Pearland MOB Pearland, TX — 912 4,628 783 912 5,411 6,323 ( 2,091 ) 2003-2007 2010 39
Independence Medical Village Plano, TX — 4,229 17,874 22 4,229 17,896 22,125 ( 2,936 ) 2014 2016 39
San Angelo MOB San Angelo, TX — — 3,907 127 — 4,034 4,034 ( 1,607 ) 2007 2009 39
Mtn Plains Pecan Valley San Antonio, TX — 416 13,690 1,209 416 14,899 15,315 ( 5,431 ) 1998 2008 39
Sugar Land II MOB Sugar Land, TX — — 9,648 1,325 — 10,973 10,973 ( 4,232 ) 1999 2010 39
Triumph Hospital SW Sugar Land, TX — 1,670 14,018 ( 14 ) 1,656 14,018 15,674 ( 5,963 ) 1989 2007 39
Mtn Plains Clear Lake Webster, TX — 832 21,168 5,225 832 26,393 27,225 ( 7,832 ) 2006 2008 39
N. Texas Neurology MOB Wichita Falls, TX — 736 5,611 ( 1,771 ) 736 3,840 4,576 ( 1,940 ) 1957 2008 39
Wylie Medical Plaza Wylie, TX — 1,412 15,353 10 1,412 15,363 16,775 ( 545 ) 2013 2020 39
Renaissance MC Bountiful, UT — 3,701 24,442 575 3,701 25,017 28,718 ( 8,623 ) 2004 2008 39
Salt Lake Regional Medical Building Salt Lake City, UT — — 10,351 8 — 10,359 10,359 ( 221 ) 1989 2020 39
Faifax MOB Fairfax, VA — 2,404 14,074 6 2,404 14,080 16,484 ( 885 ) 1959 2019 39
Fair Oaks MOB Fairfax, VA — — 47,616 421 — 48,037 48,037 ( 4,846 ) 2009 2017 39
Aurora - Menomonee Menomonee Falls, WI — 1,055 14,998 — 1,055 14,998 16,053 ( 6,354 ) 1964 2009 39
Aurora - Milwaukee Milwaukee, WI — 350 5,508 — 350 5,508 5,858 ( 2,335 ) 1983 2009 39
Columbia St. Mary's MOBs Milwaukee, WI — — 87,825 544 — 88,369 88,369 ( 8,665 ) 1994-2007 2017 35-39
$ — $ 569,344 $ 5,981,581 $ 534,534 $ 577,650 $ 6,507,816 $ 7,085,466 $ ( 1,302,204 )
Undeveloped land:
Coral Reef Miami, FL $ — $ 1,160 $ — $ — 1,160 — 1,160 $ — N/A 2017 N/A
Forest Park Pavilion III Dallas, TX — 7,014 — — 7,014 — 7,014 — N/A 2019 N/A
1737 N Loop Houston, TX — 10,445 — — 10,445 — 10,445 — N/A 2020 N/A
$ — $ 18,619 $ — $ — $ 18,619 $ — $ 18,619 $ —
Total $ — $ 587,963 $ 5,981,581 $ 534,534 $ 596,269 $ 6,507,816 $ 7,104,085 $ ( 1,302,204 )
(a) The cost capitalized subsequent to acquisition is net of dispositions.
(b) The above table excludes lease intangibles; see notes (d) and (g).
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)
(c) The changes in total real estate for the years ended December 31, 2020, 2019 and 2018 are as follows (in thousands):
Year Ended December 31,
2020 2019 2018
Balance as of the beginning of the year $ 6,837,400 $ 6,269,023 $ 6,316,143
Acquisitions 171,728 505,424 16,353
Additions 121,777 90,859 126,379
Dispositions ( 26,820 ) ( 27,906 ) ( 180,965 )
Impairments — — ( 8,887 )
Balance as of the end of the year (d) $ 7,104,085 $ 6,837,400 $ 6,269,023
(d) The balances as of December 31, 2020, 2019 and 2018 exclude gross lease intangibles of $ 628.6 million, $ 628.1 million and $ 599.9 million, respectively.
(e) The aggregate cost of our real estate for federal income tax purposes was $ 6.8 billion.
(f) The changes in accumulated depreciation for the years ended December 31, 2020, 2019 and 2018 are as follows (in thousands):
Year Ended December 31,
2020 2019 2018
Balance as of the beginning of the year $ 1,085,048 $ 882,488 $ 734,783
Additions 236,271 217,566 202,837
Dispositions ( 19,115 ) ( 15,006 ) ( 55,132 )
Balance as of the end of the year (g) $ 1,302,204 $ 1,085,048 $ 882,488
(g) The balances as of December 31, 2020, 2019 and 2018 exclude accumulated amortization of lease intangibles of $ 400.5 million, $ 362.8 million and $ 325.7 million, respectively.
(h) Tenant improvements are depreciated over the shorter of the lease term or useful life, ranging from one to 10 years, respectively. Furniture, fixtures and equipment are depreciated over five years .
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE ASSETS
In Thousands
Interest Rate Final Maturity Date Payment Terms Prior Liens Face Amount of Mortgages Carrying Amount of Mortgages Principal Amount of Loans Subject to Delinquent Principal or Interest
First trust deed on medical real estate located in:
Texas 5.00 % 6/1/2021 (1) $ — $ 3,000 $ 555 $ —
Texas 7.00 % 3/13/2021 (2) — 6,000 — —
$ — $ 9,000 $ 555 $ —
(1) Interest only payments for twelve months commencing July 1, 2016 through and including June 1, 2017. Thereafter, 48 monthly principal and interest payments of $ 69 thousand with one final, balloon payment on the maturity date for all unpaid principal and interest.
(2) Interest only payments for twelve months with one final, balloon payment on the maturity date for all unpaid principal and interest. The loan was retired in October 2020 in connection with HTA’s acquisition of the underlying asset.
The following shows changes in the carrying amounts of mortgage loans on real estate assets during the years ended December 31, 2020, 2019 and 2018 (in thousands):
Year Ended December 31,
2020 2019 2018
Balance as of the beginning of the year $ 1,332 $ 2,070 $ 2,773
Additions:
New mortgage loans 6,000 — —
Deductions:
Mortgage loan retired in connection with an acquisition ( 6,000 ) — —
Collection of mortgage loans ( 777 ) ( 738 ) ( 703 )
Balance as of the end of the year $ 555 $ 1,332 $ 2,070
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EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.
The following exhibits are included, or incorporated by reference, in this Annual Report for the fiscal year ended December 31, 2020 (and are numbered in accordance with Item 601 of Regulation S-K).
1.1 Equity Distribution Agreement, dated January 27, 2016, among Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC, BMO Capital Markets Corp., Jefferies LLC and J.P. Morgan Securities LLC, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on January 27, 2016 and incorporated herein by reference).
1.2 Underwriting Agreement, dated May 2, 2017, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
1.3 Underwriting Agreement, dated June 1, 2017, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on June 7, 2017 and incorporated herein by reference).
1.4 Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, London Branch, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
1.5 Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BMO Capital Markets Corp. and Bank of Montreal, on the other hand (included as Exhibit 1.2 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
1.6 Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and MUFG Securities Americas Inc. and MUFG Securities EMEA plc, on the other hand (included as Exhibit 1.3 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
1.7 Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, on the other hand (included as Exhibit 1.4 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
1.8 Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A., on the other hand (included as Exhibit 1.5 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
1.9 Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Jefferies LLC, on the other hand (included as Exhibit 1.6 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
1.10 Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and JPMorgan Chase Bank, National Association, London Branch (included as Exhibit 1.7 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference) .
1.11 Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and Bank of Montreal. (included as Exhibit 1.8 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference) .
1.12 Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and MUFG Securities EMEA plc. (included as Exhibit 1.9 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference) .
1.13 Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and Wells Fargo Bank, National Association. (included as Exhibit 1.10 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
1.14 Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and Bank of America, N.A. (included as Exhibit 1.11 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
1.15 Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and Jefferies LLC. (included as Exhibit 1.12 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
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1.16 Underwriting Agreement, dated September 5, 2019, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and BofA Securities, Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on September 6, 2019 and incorporated herein by reference).
1.17 Amendment No. 1, dated November 29, 2019, to Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, London Branch, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
1.18 Amendment No. 1, dated November 29, 2019, to Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BMO Capital Markets Corp. and Bank of Montreal, on the other hand (included as Exhibit 1.2 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
1.19 Amendment No. 1, dated November 29, 2019, to Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and MUFG Securities Americas Inc. and MUFG Securities EMEA plc, on the other hand (included as Exhibit 1.3 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
1.20 Amendment No. 1, dated November 29, 2019, to Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, on the other hand (included as Exhibit 1.4 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
1.21 Amendment No. 1, dated November 29, 2019, to Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BofA Securities, Inc. (an assignee of Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Bank of America, N.A., on the other hand (included as Exhibit 1.5 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
1.22 Amendment No. 1, dated November 29, 2019, to Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Jefferies LLC, on the other hand (included as Exhibit 1.6 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
1.23 Amendment No. 1, dated November 29, 2019, to Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and JPMorgan Chase Bank, National Association, London Branch (included as Exhibit 1.7 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
1.24 Amendment No. 1, dated November 29, 2019, to Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and Bank of Montreal (included as Exhibit 1.8 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
1.25 Amendment No. 1, dated November 29, 2019, to Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and MUFG Securities EMEA plc (included as Exhibit 1.9 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
1.26 Amendment No. 1, dated November 29, 2019, to Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and Wells Fargo Bank, National Association (included as Exhibit 1.10 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
1.27 Amendment No. 1, dated November 29, 2019, to Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and Bank of America, N.A. (included as Exhibit 1.11 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
1.28 Amendment No. 1, dated November 29, 2019, to Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and Jefferies LLC (included as Exhibit 1.12 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
1.29 Underwriting Agreement, dated September 14, 2020, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and Wells F argo Securities, LLC, Jefferies LLC, J.P. Morgan Securities LLC, and U.S. Bancorp Investments, Inc. as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on September 15, 2020 and incorporated herein by reference).
3.1 Fifth Articles of Amendment and Restatement of Healthcare Trust of America, Inc., effective March 11, 2014 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on March 11, 2014 and incorporated herein by reference).
3.2 Articles of Amendment of Healthcare Trust of America, Inc., effective December 15, 2014 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on December 16, 2014 and incorporated herein by reference).
3.3 Articles of Amendment of Healthcare Trust of America, Inc., effective December 15, 2014 (included as Exhibit 3.2 to our Current Report on Form 8-K filed on December 16, 2014 and incorporated herein by reference).
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3.4 Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.3 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
3.5 Certificate of Correction to Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.4 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
3.6 Certificate of Amendment to Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.5 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
3.7 Amendment to the Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.6 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
3.8 Certificate of Amendment to Certificate of Limited Partnership of Grubb & Ellis Healthcare REIT Holdings, LP. (included as Exhibit 3.7 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
3.9 Certificate of Amendment to Certificate of Limited Partnership of Healthcare Trust of America Holdings, LP (included as Exhibit 3.8 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
3.10 Amended and Restated Agreement of Limited Partnership of Healthcare Trust of America Holdings, LP (included as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2012 and incorporated herein by reference).
3.11 Articles Supplementary of Healthcare Trust of America, Inc., dated July 14, 2017 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
3.12 Fourth Amended and Restated Bylaws of Healthcare Trust of America, Inc., dated April 27, 2020 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on April 29, 2020 and incorporated herein by reference.
4.1 Indenture, dated as of March 28, 2013, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.70% Senior Notes due 2023 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on March 28, 2013 and incorporated herein by reference).
4.2 2026 Notes Indenture, dated as of July 12, 2016, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.500% Senior Notes due 2026 and the guarantee thereof (included as Exhibit 4.1 to the Operating Partnership’s Current Report on Form 8-K filed on July 12, 2016 and incorporated herein by reference).
4.2 2027 Notes Indenture, dated as of June 8, 2017, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.750% Senior Notes due 2027 and the guarantee thereof (included as Exhibit 4.2 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
4.3 2030 Notes Indenture, dated as of September 16, 2019, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.100% Senior Notes due 2030 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated by reference).
4.4 2031 Notes Indenture, dated as of September 28, 2020, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 2.000% Senior Notes due 2031 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
4.5* Description of Registrant's Securities.
5.1 Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 13, 2016 and incorporated herein by reference).
5.2 Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
5.3 Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
5.4 Opinion of O’Melveny & Myers LLP (included as Exhibit 5.2 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
5.5 Opinion of O’Melveny & Myers LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 18, 2017 and incorporated herein by reference).
5.6 Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
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5.7 Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
5.8 Opinion of O’Melveny & Myers LLP (included as Exhibit 5.2 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
5.9 Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
5.10 Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
5.11 Opinion of McDermott Will & Emery LLP (included as Exhibit 5.2 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
8.1 Opinion of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
8.2 Opinion of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
8.3 Opinion of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
8.4 Opinion of McDermott Will & Emery LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
10.1* Agreement Representing Indemnification Matters, dated February 22, 2021.
10.2 Form of Indemnification Agreement executed by Jay P. Leupp (included as Exhibit 10.2 to our Annual Report on Form 10-K filed on February 18, 2020 and incorporated herein by reference).
10.3 Form of Indemnification Agreement executed by Vicki U. Booth (included as Exhibit 10.1 to our Annual Report on Form 10-K filed on February 19, 2019 and incorporated herein by reference).
10.4 Form of Indemnification Agreement executed by Roberta B. Bowman (included as Exhibit 10.2 to our Annual Report on Form 10-K filed on February 19, 2019 and incorporated herein by reference).
10.5 Form of Indemnification Agreement executed by Daniel S. Henson (included as Exhibit 10.3 to our Annual Report on Form 10-K filed on February 19, 2019 and incorporated herein by reference).
10.6† Healthcare Trust of America, Inc. Amended and Restated 2006 Incentive Plan, dated February 24, 2011 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on March 2, 2011 and incorporated herein by reference).
10.7† Healthcare Trust of America, Inc. 2006 Independent Directors Compensation Plan, effective as of July 9, 2019 (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on July 24, 2019 and incorporated herein by reference).
10.8 Form of Amended and Restated Indemnification Agreement executed by Scott D. Peters, W. Bradley Blair, II, Maurice J. DeWald, Warren D. Fix, Larry L. Mathis and Gary T. Wescombe (included as Exhibit 10.1 to our Current Report on Form 8-K filed on December 22, 2010 and incorporated herein by reference).
10.9 Form of Indemnification Agreement executed by Amanda L. Houghton (included as Exhibit 10.49 to our Annual Report on Form 10-K filed on March 1, 2013 and incorporated herein by reference).
10.10 Form of Indemnification Agreement executed by Robert A. Milligan (included as Exhibit 10.50 to our Annual Report on Form 10-K filed on March 1, 2013 and incorporated herein by reference).
10.11 Form of Indemnification Agreement executed by Peter N. Foss (included as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on July 30, 2015 and incorporated herein by reference).
10.12 Form of LTIP Award Agreement (CEO Version) (included as Exhibit 10.2 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
10.13 Form of LTIP Award Agreement (Executive Version) (included as Exhibit 10.3 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
10.14 Form of LTIP Award Agreement (Director Version) (included as Exhibit 10.4 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
10.15† Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Scott D. Peters, effective July 8, 2016 (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 3, 2016 and incorporated herein by reference).
10.16† Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Robert A. Milligan, effective July 8, 2016 (included as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on August 3, 2016 and incorporated herein by reference).
10.17† Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton, effective July 8, 2016 (included as Exhibit 10.4 to our Quarterly Report on Form 10-Q filed on August 2, 2016 and incorporated herein by reference).
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10.18 Letter Agreement between Healthcare Trust of America, Inc. and Scott D. Peters dated July 14, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
10.19 Letter Agreement between Healthcare Trust of America, Inc. and Robert A. Milligan dated July 14, 2017 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
10.20 Letter Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton dated July 14, 2017 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
10.21 Letter Agreement between Healthcare Trust of America, Inc. and Scott D. Peters dated March 18, 2019 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on March 18, 2019 and incorporated herein by reference).
10.22 Letter Agreement between Healthcare Trust of America, Inc. and Robert A. Milligan dated March 18, 2019 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on March 18, 2019 and incorporated herein by reference).
10.23 Letter Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton dated March 18, 2019 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on March 18, 2019 and incorporated herein by reference).
10.24 Restricted Stock Award Certificate (included as Exhibit 10.27 to our Annual Report on Form 10-K filed on February 21, 2017 and incorporated herein by reference).
10.25 Credit Agreement by and among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc., as syndication agents, U.S. Bank National Association, Fifth Third Bank, Capital One, N.A., Regions Bank, and Compass Bank, as documentation agents, and the Lenders Party Hereto dated March 29, 2012 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on April 2, 2012 and incorporated herein by reference).
10.26 Guaranty by Healthcare Trust of America, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, the Lenders, the Issuing Bank and the Swingline Lender dated March 29, 2012 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on April 2, 2012 and incorporate herein by reference).
10.27 Credit Agreement by and among Healthcare Trust of America Holdings, LP, Wells Fargo Bank, N.A., as administrative agent, Wells Fargo Securities, LLC, as lead arranger, and the Lenders Party Hereto, dated July 20, 2012 (included as Exhibit 10.8 to our Quarterly Report on Form 10-Q filed on August 9, 2012 and incorporated herein by reference).
10.28 Guaranty by Healthcare Trust of America, Inc. in favor of Wells Fargo Bank, N.A., as administrative agent dated July 20, 2012 (included as Exhibit 10.9 to our Quarterly Report on Form 10-Q filed on August 9, 2012 and incorporated herein by reference).
10.29 Term Loan Note (included as Exhibit 10.2 to our Current Report on Form 8-K filed on January 9, 2014 and incorporated herein by reference).
10.30 First Modification to Credit Agreement (included as Exhibit 10.3 to our Current Report on Form 8-K filed on January 9, 2014 and incorporated herein by reference).
10.31 Amended and Restated Revolving Credit and Term Loan Agreement, dated November 19, 2014, by and among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., JP Morgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association and U.S. Bank National Association, as syndication agents, Bank of Montreal, PNC Bank, National Association, The Bank of Nova Scotia, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as documentation agents, Compass Bank, Fifth Third Bank, Regions Bank, and Capital One, N.A., as managing agents and the lenders party thereto (included as Exhibit 10.1 to our Current Report on Form 8-K filed on November 24, 2014 and incorporated herein by reference).
10.32 Guaranty dated November 19, 2014, by Healthcare Trust of America, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, the Lenders, and Bank of America, N.A., as swing lender and issuing bank (included as Exhibit 10.2 to our Current Report on Form 8-K filed on November 24, 2014 and incorporated herein by reference).
10.33 Second Modification to Credit Agreement, dated November 19, 2014, by and among Healthcare Trust of America Holdings, LP, Wells Fargo Bank, National Association, and the lenders party thereto (included as Exhibit 10.3 to our Current Report on Form 8-K filed on November 24, 2014 and incorporated herein by reference).
10.34 First Amendment to the Amended and Restated Revolving Credit and Term Loan Agreement, dated February 11, 2015, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (included as Exhibit 10.33 to our Annual Report on Form 10-K filed on February 23, 2015 and incorporated herein by reference).
10.35 Third Modification to the Credit Agreement (included as Exhibit 10.1 in our Current Report on Form 8-K filed on September 29, 2016 and incorporated herein by reference).
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10.36 Credit Agreement by and among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, U.S. Bank National Association, Capital One, N.A., PNC Bank, National Association and Bank of America, N.A., as syndication agents, Bank of Montreal, The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Compass Bank, Fifth Third Bank and Morgan Stanley Senior Funding, Inc., as documentation agents, Regions Bank, as managing agent, and the lenders named therein, dated July 27, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on July 31, 2017 and incorporated herein by reference).
10.37 Guaranty dated July 27, 2017, by Healthcare Trust of America, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, the Lenders, the Issuing Bank and the Swingline Lender (included as Exhibit 10.2 to our Current Report on Form 8-K filed on July 31, 2017 and incorporated herein by reference).
10.38 Fifth Modification to the Credit Agreement, dated August 1, 2018, by and among Healthcare Trust of America Holdings, LP, Wells Fargo, National Association, and the lenders party thereto (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 3, 2018 and incorporated herein by reference).
10.39 Form of Indemnification Agreement executed by H. Lee Cooper (included as Exhibit 10.1 to our Annual Report on Form 10- K filed on February 18, 2020 and incorpo rated herein by reference) .
10.40 Agreement Respecting Indemnification Matters, dated November 3, 2020 (included as Exhibit 10.1 to our Quarte rly R eport on Form 10-Q fi led on November 4, 2020 and incorpo rated herein by reference).
21.1* Subsidiaries.
23.1* Consent of Independent Registered Public Accounting Firm - Healthcare Trust of America, Inc.
23.2* Consent of Independent Registered Public Accounting Firm - Healthcare Trust of America Holdings, LP.
23.3 Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 13, 2016 and incorporated herein by reference).
23.4 Consent of KPMG LLP (included as Exhibit 23.1 to our Current Report on Form 8-K filed on May 1, 2017 and incorporated herein by reference).
23.5 Consent of Venable LLP (included as Exhibit 23.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
23.6 Consent of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 23.2 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
23.7 Consent of Venable LLP (included as Exhibit 23.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
23.8 Consent of O’Melveny & Myers LLP (included as Exhibit 5.2 and 8.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
23.9 Consent of KPMG LLP (included as Exhibit 23.1 to our Current Report on Form 8-K/A filed on August 21, 2017 and incorporated herein by reference).
23.10 Consent of Katz, Sapper & Miller, LLP (included as Exhibit 23.2 to our Current Report on Form 8-K/A filed on August 21, 2017 and incorporated herein by reference).
23.11 Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 18, 2017 and incorporated herein by reference).
23.12 Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
23.13 Consent of O’Melveny & Myers LLP (included as Exhibit 5.2 and 8.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
23.14 Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
23.15 Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
23.16 Consents of McDermott Will & Emery LLP (included as Exhibit 5.2 and 8.1 to our current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.3* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
31.4* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.1** Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Inc.
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32.2** Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
32.3** Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.4** Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
† Compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.
Healthcare Trust of America, Inc.
By: /s/ Scott D. Peters Chief Executive Officer, President and Chairman
Scott D. Peters (Principal Executive Officer)
Date: February 24, 2021
By: /s/ Robert A. Milligan Chief Financial Officer
Robert A. Milligan (Principal Financial Officer and Principal Accounting Officer)
Date: February 24, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Scott D. Peters Chief Executive Officer, President and Chairman
Scott D. Peters (Principal Executive Officer)
Date: February 24, 2021
By: /s/ Robert A. Milligan Chief Financial Officer
Robert A. Milligan (Principal Financial Officer and Principal Accounting Officer)
Date: February 24, 2021
By: /s/ W. Bradley Blair, II Lead Director
W. Bradley Blair, II
Date: February 24, 2021
By: /s/ Vicki U. Booth Director
Vicki U. Booth
Date: February 24, 2021
By: /s/ H. Lee Cooper Director
H. Lee Cooper
Date: February 24, 2021
By: /s/ Warren D. Fix Director
Warren D. Fix
Date: February 24, 2021
By: /s/ Peter N. Foss Director
Peter N. Foss
Date: February 24, 2021
By: /s/ Jay P. Leupp Director
Jay P. Leupp
Date: February 24, 2021
By: /s/ Gary T. Wescombe Director
Gary T. Wescombe
Date: February 24, 2021
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.
Healthcare Trust of America Holdings, LP
By: Healthcare Trust of America, Inc.,
its General Partner
By: /s/ Scott D. Peters Chief Executive Officer, President and Chairman
Scott D. Peters (Principal Executive Officer)
Date: February 24, 2021
By: /s/ Robert A. Milligan Chief Financial Officer
Robert A. Milligan (Principal Financial Officer and Principal Accounting Officer)
Date: February 24, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Scott D. Peters Chief Executive Officer, President and Chairman
Scott D. Peters (Principal Executive Officer) of Healthcare Trust of America, Inc.,
Date: February 24, 2021 general partner of Healthcare Trust of America Holdings, LP
By: /s/ Robert A. Milligan Chief Financial Officer
Robert A. Milligan (Principal Financial Officer and Principal Accounting Officer) of
Date: February 24, 2021 Healthcare Trust of America, Inc., general partner of Healthcare Trust
of America Holdings, LP
By: /s/ W. Bradley Blair, II Lead Director of Healthcare Trust of America, Inc., general partner of
W. Bradley Blair, II Healthcare Trust of America Holdings, LP
Date: February 24, 2021
By: /s/ Vicki U. Booth Director of Healthcare Trust of America, Inc., general partner of
Vicki U. Booth Healthcare Trust of America Holdings, LP
Date: February 24, 2021
By: /s/ H. Lee Cooper Director of Healthcare Trust of America, Inc., general partner of
H. Lee Cooper Healthcare Trust of America Holdings, LP
Date: February 24, 2021
By: /s/ Warren D. Fix Director of Healthcare Trust of America, Inc., general partner of
Warren D. Fix Healthcare Trust of America Holdings, LP
Date: February 24, 2021
By: /s/ Peter N. Foss Director of Healthcare Trust of America, Inc., general partner of
Peter N. Foss Healthcare Trust of America Holdings, LP
Date: February 24, 2021
By: /s/ Jay P. Leupp Director of Healthcare Trust of America, Inc., general partner of
Jay P. Leupp Healthcare Trust of America Holdings, LP
Date: February 24, 2021
By: /s/ Gary T. Wescombe Director of Healthcare Trust of America, Inc., general partner of
Gary T. Wescombe Healthcare Trust of America Holdings, LP
Date: February 24, 2021
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