What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-05-07 compared with 2020-11-04 · 191 added, 379 removed, 620 unchanged (48% of the section changed)

3 unchanged sentences

(In thousands, except for share and per share data)

September 30, 2020 December 31, 2019

March 31, 2021 December 31, 2020

Real estate investments:

7 unchanged sentences

6,071,646 6,110,165

Assets held for sale, net 36,098 —

Investment in unconsolidated joint venture 63,972 64,360

8 unchanged sentences

Accounts payable and accrued liabilities 159,226 200,358

Liabilities of assets held for sale 3,375 —

Derivative financial instruments - interest rate swaps 12,222 14,957

9 unchanged sentences

1,000,000,000 shares authorized;

218,566,057 and 216,453,312 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively

218,823,963 and 218,578,012 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively

Additional paid-in capital 4,917,126 4,916,784

Accumulated other comprehensive (loss) income ( 18,747 ) 4,546

Accumulated other comprehensive loss ( 14,231 ) ( 16,979 )

Cumulative dividends in excess of earnings ( 1,775,745 ) ( 1,727,752 )

7 unchanged sentences

(In thousands, except for per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Three Months Ended March 31,

Rental income $ 191,350 $ 185,531

Interest and other operating income

68 160 488 399

Total revenues 191,493 185,776

6 unchanged sentences

Total expenses 169,495 170,057

Gain (loss) on sale of real estate, net — — 1,991 ( 37 )

Loss on extinguishment of debt, net ( 27,726 ) ( 21,646 ) ( 27,726 ) ( 21,646 )

Gain on sale of real estate, net — 1,991

Income from unconsolidated joint venture 392 422

Other income 3 76

Net (loss) income $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,722

Net loss (income) attributable to noncontrolling interests (1)

Net income $ 22,393 $ 18,208

Net income attributable to noncontrolling interests

( 363 ) ( 307 )

Net (loss) income attributable to common stockholders $ ( 6,827 ) $ ( 8,463 ) $ 24,563 $ 21,236

Net income attributable to common stockholders $ 22,030 $ 17,901

Earnings per common share - basic:

Net (loss) income attributable to common stockholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10

Net income attributable to common stockholders $ 0.10 $ 0.08

Earnings per common share - diluted:

Net (loss) income attributable to common stockholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10

Net income attributable to common stockholders $ 0.10 $ 0.08

Weighted average common shares outstanding:

1 unchanged sentence

Diluted 222,268 220,623

(1) Includes amounts attributable to redeemable noncontrolling interests for the nine months ended September 30, 2019.

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Net (loss) income $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,722

Three Months Ended March 31,

Net income $ 22,393 $ 18,208

Other comprehensive income (loss)

1 unchanged sentence

Total other comprehensive income (loss) 2,792 ( 22,498 )

Total comprehensive (loss) income ( 4,878 ) ( 6,287 ) 1,329 23,241

Comprehensive loss (income) attributable to noncontrolling interests 73 71 ( 59 ) ( 448 )

Total comprehensive (loss) income attributable to common stockholders $ ( 4,805 ) $ ( 6,216 ) $ 1,270 $ 22,793

Total comprehensive income (loss) 25,185 ( 4,290 )

Comprehensive (income) loss attributable to noncontrolling interests ( 407 ) 53

Total comprehensive income (loss) attributable to common stockholders $ 24,778 $ ( 4,237 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

5 unchanged sentences

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

205,267 $ 2,053 $ 4,525,969 $ 307 $ ( 1,272,305 ) $ 3,256,024 $ 78,890 $ 3,334,914

Issuance of common stock, net 1,675 17 50,003 — — 50,020 — 50,020

Share-based award transactions, net

10 unchanged sentences

Balance as of March 31, 2020 218,483 $ 2,185 $ 4,909,397 $ ( 17,592 ) $ ( 1,553,710 ) $ 3,340,280 $ 64,672 $ 3,404,952

205,100 2,051 4,517,961 ( 75 ) ( 1,322,443 ) 3,197,494 77,282 3,274,776

Issuance of OP Units in HTALP

— — — — — — 2,603 2,603

Share-based award transactions, net

( 3 ) — 2,102 — — 2,102 — 2,102

Repurchase and cancellation of common stock

( 6 ) — ( 169 ) — — ( 169 ) — ( 169 )

Redemption of noncontrolling interest and other

27 — 1,209 — — 1,209 ( 785 ) 424

Dividends declared ($ 0.310 per common share)

— — — — ( 63,579 ) ( 63,579 ) ( 1,334 ) ( 64,913 )

— — — — 16,259 16,259 301 16,560

Other comprehensive loss

— — — ( 374 ) — ( 374 ) ( 7 ) ( 381 )

Balance as of June 30, 2019

205,118 2,051 4,521,103 ( 449 ) ( 1,369,763 ) 3,152,942 78,060 3,231,002

Issuance of common stock

1,840 19 51,785 — — 51,804 — 51,804

Issuance of limited partner OP Units in connection with acquisitions

— — — — — — 2,000 2,000

Share-based award transactions, net

31 — 2,337 — — 2,337 — 2,337

Repurchase and cancellation of common stock

( 2 ) — ( 65 ) — — ( 65 ) — ( 65 )

Redemption of noncontrolling interest and other

199 2 6,016 — — 6,018 ( 5,951 ) 67

Dividends declared ($ 0.315 per common share)

— — — — ( 65,134 ) ( 65,134 ) ( 1,255 ) ( 66,389 )

— — — — ( 8,463 ) ( 8,463 ) ( 114 ) ( 8,577 )

Other comprehensive income

— — — 2,247 — 2,247 43 2,290

Balance as of September 30, 2019

207,186 $ 2,072 $ 4,581,176 $ 1,798 $ ( 1,443,360 ) $ 3,141,686 $ 72,783 $ 3,214,469

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Cont'd)

(In thousands)

Class A Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Cumulative Dividends in Excess of Earnings Total Stockholders’ Equity Noncontrolling Interests Total Equity

1 unchanged sentence

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

216,453 $ 2,165 $ 4,854,042 $ 4,546 $ ( 1,502,744 ) $ 3,358,009 $ 72,635 $ 3,430,644

Issuance of common stock, net 1,675 17 50,003 — — 50,020 — 50,020

Share-based award transactions, net

7 unchanged sentences

— — — — 22,030 22,030 363 22,393

Other comprehensive loss

— — — ( 22,138 ) — ( 22,138 ) ( 360 ) ( 22,498 )

Balance as of March 31, 2020

218,483 2,185 4,909,397 ( 17,592 ) ( 1,553,710 ) 3,340,280 64,672 3,404,952

Issuance of OP Units in HTALP

— — — — — — 1,378 1,378

Share-based award transactions, net

( 1 ) — 2,100 — — 2,100 — 2,100

Repurchase and cancellation of common stock

( 7 ) — ( 174 ) — — ( 174 ) — ( 174 )

Redemption of noncontrolling interest and other

40 — 1,096 — — 1,096 ( 1,096 ) —

Dividends declared ($ 0.315 per common share)

— — — — ( 68,827 ) ( 68,827 ) ( 1,162 ) ( 69,989 )

— — — — 13,489 13,489 236 13,725

Other comprehensive loss

— — — ( 3,176 ) — ( 3,176 ) ( 52 ) ( 3,228 )

Balance as of June 30, 2020

218,515 2,185 4,912,419 ( 20,768 ) ( 1,609,048 ) 3,284,788 63,976 3,348,764

Share-based award transactions, net

28 1 1,831 — — 1,832 — 1,832

Repurchase and cancellation of common stock

( 11 ) — ( 296 ) — — ( 296 ) — ( 296 )

Redemption of noncontrolling interest and other

34 — 813 — — 813 ( 813 ) —

Dividends declared ($ 0.320 per common share)

— — — — ( 69,938 ) ( 69,938 ) ( 1,133 ) ( 71,071 )

Net loss — — — — ( 6,827 ) ( 6,827 ) ( 105 ) ( 6,932 )

Other comprehensive income — — — 2,748 — 2,748 44 2,792

— — — 2,021 — 2,021 33 2,054

Balance as of September 30, 2020

218,566 $ 2,186 $ 4,914,767 $ ( 18,747 ) $ ( 1,685,813 ) $ 3,212,393 $ 61,958 $ 3,274,351

Balance as of March 31, 2021 218,824 $ 2,188 $ 4,917,126 $ ( 14,231 ) $ ( 1,775,745 ) $ 3,129,338 $ 59,649 $ 3,188,987

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

6 unchanged sentences

Distributions from unconsolidated joint venture 785 885

(Gain) loss on sale of real estate, net ( 1,991 ) 37

Loss on extinguishment of debt, net 27,726 21,646

Gain on sale of real estate, net — ( 1,991 )

Changes in operating assets and liabilities:

14 unchanged sentences

Payments on unsecured revolving credit facility ( 15,000 ) ( 415,000 )

Proceeds from unsecured senior notes 793,568 906,927

Payments on unsecured senior notes ( 300,000 ) ( 700,000 )

Payments on secured mortgage loans — ( 95,602 )

Deferred financing costs ( 6,532 ) ( 6,954 )

Debt extinguishment costs ( 25,938 ) ( 18,383 )

Proceeds from issuance of common stock — 50,020

Issuance of OP Units 1,378 —

Repurchase and cancellation of common stock ( 3,248 ) ( 4,624 )

1 unchanged sentence

Distributions paid to noncontrolling interest of limited partners ( 1,485 ) ( 1,509 )

Net cash provided by (used in) financing activities 83,881 ( 58,886 )

Net cash (used in) provided by financing activities ( 74,733 ) 185,058

Net change in cash, cash equivalents and restricted cash ( 85,679 ) 183,856

5 unchanged sentences

(In thousands, except unit data)

September 30, 2020 December 31, 2019

March 31, 2021 December 31, 2020

Real estate investments:

7 unchanged sentences

6,071,646 6,110,165

Assets held for sale, net 36,098 —

Investment in unconsolidated joint venture 63,972 64,360

8 unchanged sentences

Accounts payable and accrued liabilities 159,226 200,358

Liabilities of assets held for sale 3,375 —

Derivative financial instruments - interest rate swaps 12,222 14,957

5 unchanged sentences

Partners’ Capital:

Limited partners’ capital, 3,533,826 and 3,834,279 OP Units issued and outstanding as of September 30, 2020 and December 31, 2019, respectively

Limited partners’ capital, 3,508,545 and 3,519,545 OP Units issued and outstanding as of March 31, 2021 and December 31, 2020, respectively

59,379 60,410

General partners’ capital, 218,566,057 and 216,453,312 OP Units issued and outstanding as of September 30, 2020 and December 31, 2019, respectively

General partners’ capital, 218,823,963 and 218,578,012 OP Units issued and outstanding as of March 31, 2021 and December 31, 2020, respectively

3,129,608 3,174,509

5 unchanged sentences

(In thousands, except per unit data)

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Three Months Ended March 31,

Rental income $ 191,350 $ 185,531

Interest and other operating income

68 160 488 399

Total revenues 191,493 185,776

5 unchanged sentences

Total expenses 169,495 170,057

Gain (loss) on sale of real estate, net — — 1,991 ( 37 )

Loss on extinguishment of debt, net ( 27,726 ) ( 21,646 ) ( 27,726 ) ( 21,646 )

Gain on sale of real estate, net — 1,991

Income from unconsolidated joint venture 392 422

Other income 3 76

Net (loss) income $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,722

Net income $ 22,393 $ 18,208

Net income attributable to noncontrolling interests

Net (loss) income attributable to common unitholders $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,656

Net income attributable to common unitholders $ 22,393 $ 18,208

Earnings per common OP Unit - basic:

Net (loss) income attributable to common unitholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10

Net income attributable to common unitholders $ 0.10 $ 0.08

Earnings per common OP Unit - diluted:

Net (loss) income attributable to common unitholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10

Net income attributable to common unitholders $ 0.10 $ 0.08

Weighted average common OP Units outstanding:

5 unchanged sentences

(In thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Net (loss) income $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,722

Three Months Ended March 31,

Net income $ 22,393 $ 18,208

Other comprehensive income (loss)

11 unchanged sentences

Balance as of December 31, 2019 216,453 $ 3,358,279 3,834 $ 72,365 $ 3,430,644

Issuance of general partner OP Units 1,675 50,020 — — 50,020

Share-based award transactions, net

9 unchanged sentences

Balance as of March 31, 2020 218,483 $ 3,340,550 3,561 $ 64,402 $ 3,404,952

Issuance of limited partner OP Units

— — 91 2,603 2,603

Share-based award transactions, net

( 3 ) 2,102 — — 2,102

Redemption and cancellation of general partner OP Units

( 6 ) ( 169 ) — — ( 169 )

Redemption of limited partner OP Units and other

27 1,209 ( 27 ) ( 785 ) 424

Distributions declared ($ 0.310 per common OP Unit)

— ( 63,579 ) — ( 1,334 ) ( 64,913 )

Net income — 16,259 — 301 16,560

Other comprehensive loss — ( 374 ) — ( 7 ) ( 381 )

Balance as of June 30, 2019 205,118 3,153,212 3,975 77,790 3,231,002

Issuance of general partner OP Units

1,840 51,804 — — 51,804

Issuance of limited partner OP Units in connection with acquisitions

— — 72 2,000 2,000

Share-based award transactions, net

31 2,337 — — 2,337

Redemption and cancellation of general partner OP Units

( 2 ) ( 65 ) — — ( 65 )

Redemption of limited partner OP Units and other

199 6,018 ( 199 ) ( 5,951 ) 67

Distributions declared ($ 0.315 per common OP Unit)

— ( 65,134 ) — ( 1,255 ) ( 66,389 )

Net loss — ( 8,463 ) — ( 114 ) ( 8,577 )

Other comprehensive income — 2,247 — 43 2,290

Balance as of September 30, 2019 207,186 $ 3,141,956 3,848 $ 72,513 $ 3,214,469

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS ’ CAPITAL

(In thousands)

General Partners’ Capital Limited Partners’ Capital Total Partners’ Capital

1 unchanged sentence

Balance as of December 31, 2020 218,578 $ 3,174,509 3,520 $ 60,410 $ 3,234,919

216,453 $ 3,358,279 3,834 $ 72,365 $ 3,430,644

Issuance of general partner OP Units 1,675 50,020 — — 50,020

Share-based award transactions, net

7 unchanged sentences

— 22,030 — 363 22,393

Other comprehensive loss

— ( 22,138 ) — ( 360 ) ( 22,498 )

Balance as of March 31, 2020 218,483 3,340,550 3,561 64,402 3,404,952

Issuance of limited partner OP Units

— — 47 1,378 1,378

Share-based award transactions, net

( 1 ) 2,100 — — 2,100

Redemption and cancellation of general partner OP Units

( 7 ) ( 174 ) — — ( 174 )

Redemption of limited partner OP Units and other

40 1,096 ( 40 ) ( 1,096 ) —

Distributions declared ($ 0.315 per common OP Unit)

— ( 68,827 ) — ( 1,162 ) ( 69,989 )

— 13,489 — 236 13,725

Other comprehensive loss

— ( 3,176 ) — ( 52 ) ( 3,228 )

Balance as of June 30, 2020 218,515 3,285,058 3,568 63,706 3,348,764

Share-based award transactions, net

28 1,832 — — 1,832

Redemption and cancellation of general partner OP Units

( 11 ) ( 296 ) — — ( 296 )

Redemption of limited partner OP Units and other

34 813 ( 34 ) ( 813 ) —

Distributions declared ($ 0.320 per common OP Unit)

— ( 69,938 ) — ( 1,133 ) ( 71,071 )

— ( 6,827 ) — ( 105 ) ( 6,932 )

Other comprehensive income — 2,748 — 44 2,792

— 2,021 — 33 2,054

Balance as of September 30, 2020 218,566 $ 3,212,663 3,534 $ 61,688 $ 3,274,351

Balance as of March 31, 2021 218,824 $ 3,129,608 3,509 $ 59,379 $ 3,188,987

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

6 unchanged sentences

Distributions from unconsolidated joint venture 785 885

(Gain) loss on sale of real estate, net ( 1,991 ) 37

Loss on extinguishment of debt, net 27,726 21,646

Gain on sale of real estate, net — ( 1,991 )

Changes in operating assets and liabilities:

14 unchanged sentences

Payments on unsecured revolving credit facility ( 15,000 ) ( 415,000 )

Proceeds from unsecured senior notes 793,568 906,927

Payments from unsecured senior notes ( 300,000 ) ( 700,000 )

Payments on secured mortgage loans — ( 95,602 )

Deferred financing costs ( 6,532 ) ( 6,954 )

Debt extinguishment costs ( 25,938 ) ( 18,383 )

Proceeds from issuance of general partner units — 50,020

Issuance of OP Units 1,378 —

Repurchase and cancellation of general partner units ( 3,248 ) ( 4,624 )

2 unchanged sentences

( 1,485 ) ( 1,509 )

Net cash provided by (used in) financing activities 83,881 ( 58,886 )

Net cash (used in) provided by financing activities ( 74,733 ) 185,058

Net change in cash, cash equivalents and restricted cash ( 85,679 ) 183,856

18 unchanged sentences

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 becoming more widely available to the general population, the economic uncertainty created by the COVID-19 pandemic 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, increased costs of materials, difficulty in maintaining an active workforce, and constraints on our ability to secure capital or financing, among other factors.

Summary of Significant Accounting Policies

6 unchanged sentences

All inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.

Reclassifications

Certain prior year amounts related to the presentation of derivative financial instruments - cash flow hedges on the accompanying condensed consolidated balance sheets have been reclassified to conform to the current year presentation.

Interim Unaudited Financial Data

6 unchanged sentences

Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2020 Annual Report on Form 10-K.

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Principles of Consolidation

3 unchanged sentences

Further, a portion of the earnings and losses of HTALP are allocated to noncontrolling interest holders based on their respective ownership percentages.

Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

common stock is recorded as a component of equity.

As of September 30, 2020 and December 31, 2019, there were approximately 3.5 million and 3.8 million, respectively, of OP Units issued and outstanding held by noncontrolling interest holders.

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 March 31, 2021 and December 31, 2020, there were approximately 3.5 million and 3.5 million, respectively, of OP Units issued and outstanding held by noncontrolling interest holders.

VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following:

22 unchanged sentences

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets to the combined amounts shown on the accompanying condensed consolidated statements of cash flows (in thousands):

September 30,

Cash and cash equivalents $ 29,990 $ 216,515

7 unchanged sentences

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.

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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.

2 unchanged sentences

We have identified all of our revenue streams and we have concluded that rental income from leasing arrangements represents a substantial portion of our revenue and is governed and evaluated with the adoption of Topic 842.

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Investments in Real Estate

Depreciation expense of buildings and improvements for the three months ended September 30, 2020 and 2019 was $ 59.2 million and $ 54.9 million, respectively.

Depreciation expense of buildings and improvements for the nine months ended September 30, 2020 and 2019 was $ 176.4 million and $ 158.9 million, respectively.

Depreciation expense of buildings and improvements for the three months ended March 31, 2021 and 2020 was $ 61.2 million and $ 58.9 million, respectively.

As a lessor, we lease space in our MOBs primarily to medical enterprises for terms generally ranging from three to seven years in length.

6 unchanged sentences

Refer to Note 7 - Leases in the accompanying notes to the condensed consolidated financial statements for more detail relating to our leases.

Through the duration of the 2020 coronavirus ("COVID-19") pandemic, many lessors may elect to provide rent deferrals and other lease concessions to lessees.

While the lease modification guidance in Accounting Standards Codification (“ASC”) Topic 842 ("Topic 842") addresses routine changes to lease terms resulting from negotiations between the lessee and the lessor, this guidance did not contemplate concessions getting rapidly executed to address the sudden liquidity constraints of some lessees arising from the COVID-19 pandemic.

In April 2020, the Financial Accounting Standards Board (“FASB”) staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic.

Under existing lease guidance, we would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework).

The Lease Modification Q&A allows us, if certain criteria have been met, to bypass the lease by lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances.

In conformity with this guidance, we have elected to apply such relief and will use the election so as not to perform a lease by lease analysis where conditions warrant.

The Lease Modification Q&A had no material impact on our condensed consolidated financial statements as of and for the three and nine months ended September 30, 2020, however, its future impact to us is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by us at the time of entering into any such concessions.

For the three and nine months ended September 30, 2020, changes to our leases as a result of COVID-19 have been in two categories.

Through the duration of the coronavirus (“COVID-19”) pandemic, 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.

One category is rent deferrals for which the guidance provided by the Lease Modification Q&A issued by the Financial Accounting Standards Board (“FASB”) in April 2020 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.

1 unchanged sentence

However, we have continued to recognize revenue and straight line revenue for amounts subject to deferral agreements in accordance with Topic 842.

In total, we have approved deferral plans that total approximately $ 11.0 million, of which approximately $ 3.7 million have been repaid through October 28, 2020.

In 2020, which is the period that we believe constituted the majority of our COVID-related deferral requests, we approved deferral plans totaling approximately $ 11.1 million, of which approximately $ 9.2 million have been repaid through March 31, 2021.

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.

1 unchanged sentence

Cash flows are impacted over the long term as customary free rent, at an average of three months in conjunction with these agreements, and is offset by substantively more term and/or increased rental rates.

Subsequent to September 30, 2020, and through October 31, 2020, the Company has entered into minimal new deferral arrangements or early renewal leases with substantive amounts of free rent or other forms of concession at the onset of the lease.

For the three months ended March 31, 2021, 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.

The Lease Modification Q&A had no material impact on our condensed consolidated financial statements as of and for the three months ended March 31, 2021, 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.

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Real Estate Held for Sale

We consider properties 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 involves 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 March 31, 2021, we classified a 13 property portfolio with locations in Tennessee and Virginia as real estate assets held for sale on the accompanying condensed consolidated balance sheets.

As of December 31, 2020, there were no properties classified as held for sale.

The following table represents the major classes of assets and liabilities, and the balance sheet classification as of March 31, 2021 (in thousands):

March 31, 2021

Buildings and Improvements 47,785

Lease intangibles 10,717

Accumulated depreciation and amortization ( 29,705 )

Real estate assets held for sale, net 30,075

Receivables and other assets, net 3,498

Right-of-use assets, net 2,279

Other intangibles, net 246

Assets held for sale, net $ 36,098

Security deposits, prepaid rent & other liabilities $ 443

Lease liabilities 2,932

Liabilities of assets held for sale $ 3,375

Credit Losses

The Company adopted Topic 326 - Financial Instruments - Credit Losses as of January 1, 2020.

See the "Recently Issued or Adopted Accounting Pronouncements" below for further information.

Pursuant to the guidance, we adopted a policy to book current expected credit losses at the inception of loans qualifying for treatment under Topic 326.

During the nine months ended September 30, 2020 , we financed as the lender, a one-yea r, $ 6 million loan to which we hold a first trust deed in the underlying

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

property as collateral.

Given the one-yea r term, management's estimated loan-to-value at inception, and estimated probability of default, we determined that any current expected credit loss would be insignificant.

In addition, as of September 30, 2020, we believe that our initial assumptions have not substantively changed and, accordingly, we continue to not record any expected losses.

Redeemable Noncontrolling Interests

Prior to June 30, 2019, we had redeemable noncontrolling interests related to the noncontrolling interest in a joint venture in which we own the majority interest.

The noncontrolling interest holders in the joint venture had the option to redeem their noncontrolling interest through the exercise of put options that were issued at the initial formation of the joint venture.

The last exercisable put option lapsed on June 30, 2019, and, at that time, all holders of redeemable noncontrolling interests had either converted their interest to OP Units or received cash proceeds.

For the nine months ended September 30, 2019, we recognized $ 66 thousand of income related to the noncontrolling interests in the net income attributable to noncontrolling interests in our accompanying condensed consolidated statements of operations.

No expected credit loss was recorded for the three months ended March 31, 2021.

Unconsolidated Joint Ventures

1 unchanged sentence

Using the equity method of accounting, the initial investment is recognized at cost and subsequently adjusted for our share of the net income and any distributions from the joint venture.

As of September 30, 2020 and December 31, 2019, we had a 50 % interest in one such investment with a carrying value and maximum exposure to risk of $ 64.8 million and $ 65.9 million, respectively, which is recorded in investment in unconsolidated joint venture on the accompanying condensed consolidated balance sheets.

As of March 31, 2021 and December 31, 2020, we had a 50 % interest in one such investment with a carrying value and maximum exposure to risk of $ 64.0 million and $ 64.4 million, respectively, which is recorded in investment in unconsolidated joint venture on the accompanying condensed consolidated balance sheets.

We record our share of net income in income from unconsolidated joint venture on the accompanying condensed consolidated statements of operations.

For both the three months ended September 30, 2020 and 2019, we recognized income of $ 0.4 million.

For the nine months ended September 30, 2020 and 2019, we recognized income of $ 1.2 million and $ 1.5 million, respectively.

For each of the three months ended March 31, 2021 and 2020, we recognized income of $ 0.4 million.

Recently Issued or Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU 2016-13, Financial Instruments Credit Losses;

Measurement of Credit Losses on Financial Instruments and ASU 2018-19, 2019-04 and 2019-05, Improvements to Topic 326, Financial Instruments-Credit Losses

In June 2016, the FASB issued ASU 2016-13, which is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments.

ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis.

ASU 2018-19 also clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20.

Instead, impairment of these receivables should be accounted for in accordance with Topic 842, Leases.

ASU 2019-04 provides clarification on the measurement, presentation and disclosure of credit losses on financial assets.

ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis for comparability to any new financial assets that elect the fair value option.

We adopted, on a modified-retrospective basis, ASU 2016-13, ASU 2018-19, ASU 2019-04 and ASU 2019-05 collectively as of January 1, 2020.

S-X Rule 13-01

In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities.

The rule became effective on January 4, 2021, at which time we adopted S-X Rule 13-01.

The adoption did not have a material effect on our financial statements and related footnotes.

See the "Credit Losses" section above for further details.

ASU 2018-13, Fair Value Measurement;

Changes to the Disclosure Requirements for Fair Value Measurement

In August 2018, the FASB issued ASU 2018-13, which modifies the disclosure requirements on fair value measurements in Topic 820 as follows:

(a) disclosure removals:

(i) the amount of and reasons for transfers between Level 1 and Level 2;

(ii) the policy for timing of transfers between levels;

and (iii) the valuation process for Level 3 fair value measurements;

(b) disclosure modifications:

(i) no requirement to disclose the timing of liquidation unless the investee has communicated the timing to the reporting entity or announced the timing publicly;

and (ii) for Level 3 fair value measurements, a narrative description of measurement uncertainty at the reporting date, not the sensitivity to future changes;

and (c) disclosure additions:

(i) for recurring Level 3 measurements, disclose the changes in unrealized gains and losses for the period included in OCI and the statement of comprehensive income;

and (ii) for Level 3 fair value measurements in the table of significant input, disclose the range and weighted average of the significant unobservable inputs and the way it is calculated.

We adopted ASU 2018-13 as of January 1, 2020 and as of September 30, 2020 there were no transfers between levels and no Level 3 inputs for the period.

Refer to Note 12 - Fair Value of Financial Instruments in the accompanying notes to the condensed consolidated financial statements for more detail relating to our fair value disclosures.

HEALTHCARE TRUST OF AMERICA, INC.

2 unchanged sentences

ASU 2021-01, 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.

In January 2021, the FASB issued ASU 2021-01, which amends the scope of ASU 2020-04.

The amendments of ASU 2021-01 clarify that certain optional expedients and exceptions to Topic 848 for contract modification and hedge accounting apply to derivatives that are affected by the discounting transition.

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 amendments are elective and effective immediately for contract modifications made through December 31, 2022.

The Company is evaluating how the transition away from LIBOR will effect the Company and if the guidance in this standard will be adopted, however, if adopted, we do not expect that this ASU will have a material impact on our financial statements.

Investments in Real Estate

For the nine months ended September 30, 2020, our investments had an aggregate purchase price of $ 52.9 million.

For the three months ended March 31, 2021, our investments had an aggregate purchase price of $ 32.9 million.

As part of these investments, we incurred approximately $ 0.3 million of capitalized costs.

The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the nine months ended September 30, 2020 and 2019, respectively (in thousands):

Nine Months Ended September 30,

The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the three months ended March 31, 2021 and 2020, respectively (in thousands):

Three Months Ended March 31,

Land $ 1,093 $ 2,817

3 unchanged sentences

Above market leases 66 334

Below market leasehold interests ( 242 ) —

ROU assets ( 876 ) —

Net real estate assets acquired 30,472 41,338

1 unchanged sentence

Aggregate purchase price $ 32,869 $ 41,672

The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the nine months ended September 30, 2020 and 2019, respectively (in years):

Nine Months Ended September 30,

The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the three months ended March 31, 2021 and 2020, respectively (in years):

Three Months Ended March 31,

Acquired intangible assets 6.4 5.4

1 unchanged sentence

Dispositions and Impairment

During the nine months ended September 30, 2020, we sold part of our interest in undeveloped land in Miami, Florida for a gross sales price of $ 7.6 million, resulting in a net gain of approximately $ 2.0 million.

During the nine months ended September 30, 2019, we completed the disposition of three MOB's in Hilton Head, South Carolina for a gross sales price of $ 1.2 million, resulting in a net loss of $ 37 thousand.

During the nine months ended September 30, 2020, and 2019, respectively, we recorded no impairment charges after the consideration of the impacts, on a qualitative and quantitative basis, of the ongoing COVID-19 pandemic in our quarterly assessment.

We had no dispositions during the three months ended March 31, 2021.

During the three months ended March 31, 2020, we sold part of our interest in undeveloped land in Miami, Florida for a gross sales price of $ 7.6 million, resulting in a net gain of approximately $ 2.0 million.

During the three months ended March 31, 2021, and 2020, respectively, we recorded no impairment charges after the consideration of the impacts, on a qualitative and quantitative basis, of the ongoing COVID-19 pandemic in our quarterly assessment.

As the COVID-19 pandemic continues to develop, we will monitor the performance of our buildings and other assets to determine whether any additional impairment indicators unique to the COVID-19 pandemic are present, including, but not limited to, significant prolonged disruption in cash flows, tenant vacancies, or lease modifications, and that would indicate the recoverability of recorded values of these assets may be at risk.

3 unchanged sentences

Intangible Assets and Liabilities

Intangible assets and liabilities consisted of the following as of September 30, 2020 and December 31, 2019, respectively (in thousands, except weighted average remaining amortization terms):

September 30, 2020 December 31, 2019

Intangible assets and liabilities consisted of the following as of March 31, 2021 and December 31, 2020, respectively (in thousands, except weighted average remaining amortization terms):

March 31, 2021 December 31, 2020

Balance Weighted Average Remaining

13 unchanged sentences

Total $ 31,278 14.7 $ 32,539 14.6

The following is a summary of the net intangible amortization for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

The following is a summary of the net intangible amortization for the three months ended March 31, 2021 and 2020, respectively (in thousands):

Three Months Ended March 31,

Amortization recorded against rental income related to above and (below) market leases

3 unchanged sentences

Receivables and Other Assets

Receivables and other assets consisted of the following as of September 30, 2020 and December 31, 2019, respectively (in thousands):

September 30, 2020 December 31, 2019

Receivables and other assets consisted of the following as of March 31, 2021 and December 31, 2020, respectively (in thousands):

March 31, 2021 December 31, 2020

Tenant receivables, net

1 unchanged sentence

Other receivables, net

11,658 13,786

Deferred financing costs, net

3 unchanged sentences

Prepaid expenses, deposits, equipment and other, net 47,172 46,114

Derivative financial instruments - interest rate swaps — 3,011

Finance ROU asset, net 11,716 7,764

Insurance receivables (1)

Held for sale assets — 3,984

Total $ 251,558 $ 251,728

(1) Amount primarily related to an involuntary conversion at one of our properties in 2019 for the total amount of $ 3.7 million.

In May 2020, this amount was adjusted to $ 2.1 million to reflect the revision in damages incurred and corresponding final agreement between HTA and our insurance carrier.

Pursuant to applicable accounting guidance, we deemed the receipt of funds from the Company's insurance carrier probable and expect the funds to fully cover, less our immaterial

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

deductible, the damages we experienced.

As of September 30, 2020, we had received all insurance proceeds to close out this claim.

The following is a summary of the amortization of deferred leasing costs and financing costs for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

The following is a summary of the amortization of deferred leasing costs and financing costs for the three months ended March 31, 2021 and 2020, respectively (in thousands):

Three Months Ended March 31,

Amortization expense related to deferred leasing costs

1 unchanged sentence

Interest expense related to deferred financing costs 431 431

For the three and nine months ended September 30, 2020 and 2019, one new ground lease has commenced.

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

For the three months ended March 31, 2021, one new ground lease has commenced.

Based on our analysis, we concluded that its classification was a finance lease.

Lessee - Maturity of Lease Liabilities

The following table summarizes the future minimum lease obligations of our operating leases as of September 30, 2020 (in thousands):

The following table summarizes the future minimum lease obligations of our operating and finance leases as of March 31, 2021 (in thousands):

Year Operating Leases Finance Leases

10 unchanged sentences

Lessor - Lease Revenues and Maturity of Future Minimum Rents

For the three months ended September 30, 2020 and 2019, we recognized $ 186.3 million and $ 173.1 million, respectively, of rental and other lease-related income related to our operating leases, of which $ 42.7 million and $ 39.1 million, respectively, were variable lease payments.

For the nine months ended September 30, 2020 and 2019, we recognized $ 546.8 million and $ 511.5 million, respectively, of rental and other lease-related income related to our operating leases, of which $ 127.3 million and $ 115.2 million, respectively, were variable lease payments.

The following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of September 30, 2020 (in thousands):

For the three months ended March 31, 2021 and 2020, we recognized $ 190.4 million and $ 184.3 million, respectively, of rental and other lease-related income related to our operating leases, of which $ 45.1 million and $ 42.8 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 March 31, 2021 (in thousands):

2021 $ 413,951

3 unchanged sentences

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Debt consisted of the following as of September 30, 2020 and December 31, 2019, respectively (in thousands):

September 30, 2020 December 31, 2019

Debt consisted of the following as of March 31, 2021 and December 31, 2020, respectively (in thousands):

March 31, 2021 December 31, 2020

Unsecured revolving credit facility $ — $ —

8 unchanged sentences

Unsecured Revolving Credit Facility due 2022

In 2017, HTALP entered into an amended and restated $ 1.3 billion unsecured credit agreement (the “Unsecured Credit Agreement”) which increased the amount available under the unsecured revolving credit facility to $ 1.0 billion and extended the maturities of the unsecured revolving credit facility to June 30, 2022 and for the $ 300.0 million unsecured term loan referenced below to February 1, 2023.

Our amended and restated $ 1.3 billion unsecured credit agreement (the “Unsecured Credit Agreement”) includes an unsecured revolving credit facility of $ 1.0 billion maturing on June 30, 2022 and an unsecured term loan of $ 300.0 million maturing on 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.

1 unchanged sentence

We also pay a facility fee ranging from 0.13 % to 0.30 % per annum on the aggregate commitments under the unsecured revolving credit facility.

As of September 30, 2020, HTALP had no outstanding balance under this unsecured revolving credit facility.

As of March 31, 2021, we had no outstanding balance under this unsecured revolving credit facility.

The current margin associated with any future borrowings is 1.00 % per annum and the facility fee was 0.20 % per annum.

Unsecured Term Loan due 2023

In 2017, we entered into the Unsecured Credit Agreement as noted above.

As part of this agreement, we obtained a $ 300.0 million unsecured term loan that was guaranteed by HTA with a maturity date of February 1, 2023.

Under the Unsecured Credit Agreement as noted above, we have a $ 300.0 million unsecured term loan, guaranteed by HTA, with a maturity date of February 1, 2023.

Borrowings under this unsecured term loan accrue interest equal to adjusted LIBOR, plus a margin ranging from 0.90 % to 1.75 % per annum based on our credit rating.

The margin associated with our borrowings as of September 30, 2020 was 1.10 % per annum.

Including the impact of the interest rate swaps associated with our unsecured term loan, the interest rate was 2.52 % per annum, based on our current credit rating.

As of September 30, 2020, HTALP had $ 300.0 million under this unsecured term loan outstanding.

The margin associated with our borrowings as of March 31, 2021 was 1.10 % per annum.

We have interest rate swaps hedging the floating interest rate, which resulted in a fixed rate of 2.53 % per annum, based on our current credit rating.

As of March 31, 2021, we had $ 300.0 million under this unsecured term loan outstanding.

$ 200.0 Million Unsecured Term Loan due 2024

In 2018, HTALP entered into a modification of our $ 200.0 million unsecured term loan with a maturity date of January 15, 2024.

Borrowings under the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from 0.75 % to 1.65 % per annum based on our credit rating.

The margin associated with our borrowings as of September 30, 2020 was 1.00 % per annum.

HTALP had interest rate swaps on the balance, which resulted in a fixed interest rate at 2.32 % per annum, based on our current credit rating.

As of September 30, 2020, HTALP had $ 200.0 million under this unsecured term loan outstanding.

$ 300.0 Million Unsecured Senior Notes due 2023

In September 2020, in connection with, HTALP’s issuance of $ 800.0 million of unsecured senior notes, all of the $ 300.0 million outstanding 2023 unsecured senior notes originally due to mature on April 15, 2023, including any accrued and unpaid interest and a make-whole provision, were redeemed in full, with net proceeds from the offering.

The make-whole fee of $ 24.7 million is recorded in loss on extinguishment of debt in the accompanying condensed consolidated statements of operations.

The margin associated with our borrowings as of March 31, 2021 was 1.00 % per annum.

We have interest rate swaps hedging the floating index rate, which resulted in a fixed interest rate at 2.32 % per annum, based on our current credit rating.

As of March 31, 2021, we had $ 200.0 million under this unsecured term loan outstanding.

This loan matures on January 15, 2024.

$ 600.0 Million Unsecured Senior Notes due 2026

2 unchanged sentences

Additionally, these unsecured senior notes were offered at 103.66 % and 99.72 %, respectively, of the principal amount thereof, with an effective yield to maturity of 2.89 % and 3.53 % per annum, respectively.

As of September 30, 2020, HTALP had $ 600.0 million of these unsecured senior notes outstanding that mature on August 1, 2026.

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As of March 31, 2021, we had $ 600.0 million of these unsecured senior notes outstanding that mature on August 1, 2026.

$ 500.0 Million Unsecured Senior Notes due 2027

2 unchanged sentences

Additionally, these unsecured senior notes were offered at 99.49 % of the principal amount thereof, with an effective yield to maturity of 3.81 % per annum.

As of September 30, 2020, HTALP had $ 500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.

As of March 31, 2021, we had $ 500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

$ 650.0 million Unsecured Senior Notes due 2030

2 unchanged sentences

Additionally, these unsecured senior notes were offered at 99.66 % of the principal amount thereof, with an effective yield to maturity of 3.14 % per annum.

As of September 30, 2020, HTALP had $ 650.0 million of these unsecured senior notes outstanding that mature on February 15, 2030.

As of March 31, 2021, we had $ 650.0 million of these unsecured senior notes outstanding that mature on February 15, 2030.

$ 800.0 million Unsecured Senior Notes due 2031

2 unchanged sentences

Additionally, these unsecured senior notes were offered at 99.20 % of the principal amount thereof, with an effective yield to maturity of 2.09 % per annum.

As of September 30, 2020, HTALP had $ 800.0 million of these unsecured senior notes outstanding that mature on March 15, 2031.

Fixed Rate Mortgages

During the nine months ended September 30, 2020, we repaid $ 114.1 million of our fixed rate mortgages and as of September 30, 2020, we had no fixed rate mortgages outstanding.

As of March 31, 2021, we had $ 800.0 million of these unsecured senior notes outstanding that mature on March 15, 2031.

Future Debt Maturities

The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of September 30, 2020 (in thousands):

The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of March 31, 2021 (in thousands):

Thereafter 2,550,000

1 unchanged sentence

Deferred Financing Costs

As of September 30, 2020, the future amortization of our deferred financing costs is as follows (in thousands):

As of March 31, 2021, the future amortization of our deferred financing costs is as follows (in thousands):

Thereafter 6,479

Total $ 18,409

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Debt Covenants

1 unchanged sentence

Our loan agreements also impose various financial covenants on us, such as a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a minimum tangible net worth covenant, a maximum ratio of unsecured indebtedness to unencumbered asset value, rent coverage ratios and a minimum ratio of unencumbered Net Operating Income (“NOI”) to unsecured interest expense.

As of September 30, 2020, we believe that we were in compliance with all such financial covenants and reporting requirements.

As of March 31, 2021, we believe that we were in compliance with all such financial covenants and reporting requirements.

In addition, certain of our loan agreements include events of default provisions that we believe are customary for these types of facilities, including restricting us from making dividend distributions to our stockholders in the event we are in default thereunder, except to the extent necessary for us to maintain our REIT status.

We have also concluded as of September 30, 2020 we were not aware of non-compliance with any financial or non-financial covenants in light of the ongoing COVID-19 pandemic.

We have also concluded as of March 31, 2021 we were not aware of non-compliance with any financial or non-financial covenants in light of the ongoing COVID-19 pandemic.

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Derivative Financial Instruments and Hedging Activities

17 unchanged sentences

During the next twelve months, we estimate that an additional $ 6.6 million will be reclassified from other comprehensive income in the accompanying condensed consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying condensed consolidated statements of operations.

As of September 30, 2020, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):

Interest Rate Swaps September 30, 2020

As of March 31, 2021, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):

Interest Rate Swaps March 31, 2021

Number of instruments 7

Notional amount $ 500,000

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The table below presents the fair value of our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019, respectively (in thousands):

The table below presents the fair value of our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020, respectively (in thousands):

Asset Derivatives Liability Derivatives

3 unchanged sentences

Balance Sheet

Location September 30, 2020 December 31, 2019 Balance Sheet

Location September 30, 2020 December 31, 2019

Location March 31, 2021 December 31, 2020 Balance Sheet

Location March 31, 2021 December 31, 2020

Interest rate swaps Receivables and other assets $ — $ — Derivative financial instruments $ 12,222 $ 14,957

The table below presents the gain or loss recognized on our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The table below presents the gain or loss recognized on our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020, respectively (in thousands):

Three Months Ended March 31,

Effect of Derivative Instruments Location in Statement of Operations and Comprehensive Income (Loss) 2021 2020

5 unchanged sentences

Failure to comply with the covenant provisions would result in us being in default on any derivative instrument obligations covered by these agreements.

As of September 30, 2020, the fair value of derivatives in a net liability position, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was $ 17.0 million.

As of September 30, 2020, we have not posted any collateral related to these agreements and we were not in breach of any of the provisions of these agreements.

As of March 31, 2021, 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 $ 12.5 million.

As of March 31, 2021, 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.

6 unchanged sentences

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.

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business.

5 unchanged sentences

Common Stock Offerings

In December 2018, we entered into new equity distribution agreements with various sales agents with respect to our at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $ 500.0 million.

We contemporaneously terminated our prior ATM equity distribution agreements.

In November 2019, we upsized this ATM offering program with an additional $ 750.0 million available for issuance.

During the nine months ended September 30, 2020, we issued approximately 1.7 million shares of our common stock under our ATM for net proceeds of approximately $ 50.0 million, adjusted for costs to borrow equating to a net price to us of $ 29.86 per share of common stock.

Additionally, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $ 277.5 million, subject to adjustments as provided in the forward equity agreements.

In March 2021, we entered into equity distribution agreements with various sales agents with respect to our at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $ 750.0 million, which replaces our prior ATM offering program that expired in February 2021.

As of March 31, 2021, $ 750.0 million remained available for issuance by us under our current ATM.

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Currently, we have four outstanding forward sale arrangements pursuant to forward equity agreements under our prior ATM program, with total anticipated net proceeds of $ 277.5 million based on an average initial forward 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.

As of September 30, 2020, $ 570.6 million remained available for issuance by us under our current ATM.

Refer to Note 13 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreements.

1 unchanged sentence

In September 2020, our Board of Directors approved the reactivation of a stock repurchase plan authorizing us to purchase up to $ 300.0 million of our common stock from time to time prior to the expiration thereof on September 22, 2023.

As of September 30, 2020, the remaining amount of common stock available for repurchase under our stock repurchase plan was $ 300.0 million.

As of March 31, 2021, the remaining amount of common stock available for repurchase under our stock repurchase plan was $ 300.0 million.

Common Stock Dividends

See our accompanying condensed consolidated statements of equity and condensed statements of changes in partners’ capital for the dividends declared during the three and nine months ended September 30, 2020 and 2019.

See our accompanying condensed consolidated statements of equity and condensed statements of changes in partners’ capital for the dividends declared during the three months ended March 31, 2021 and 2020.

As of March 31, 2021, declared but unpaid dividends totaling $ 71.1 million were included in accounts payable and accrued liabilities.

Incentive Plan

8 unchanged sentences

and cash-based awards.

Subject to adjustment as provided in the Plan, the aggregate number of awards reserved and available for issuance under the Plan is 5,000,000 shares.

As of September 30, 2020, there were 804,786 awards available for grant under the Plan.

The aggregate number of awards reserved and available for issuance under the Plan is 5,000,000 shares.

As of March 31, 2021, this Plan has expired and is currently subject to amendment which, under applicable rules of the NYSE, is required to be brought before shareholders for approval.

We anticipate a new incentive plan will be voted upon at our Annual Meeting of Stockholders in July 2021.

We intend the new Plan, as amended, will contain substantively similar features as the existing plan.

Restricted Common Stock

For the three and nine months ended September 30, 2020, we recognized compensation expense of $ 1.8 million and $ 7.1 million, respectively.

For the three and nine months ended September 30, 2019, we recognized compensation expense of $ 2.3 million and $ 7.8 million, respectively.

For the three months ended March 31, 2021 and 2020, we recognized compensation expense of $ 3.3 million and $ 3.2 million, respectively.

Substantially all compensation expense was recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.

As of September 30, 2020, we had $ 6.2 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.7 years.

The following is a summary of our restricted common stock activity as of September 30, 2020 and 2019, respectively:

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

September 30, 2020 September 30, 2019

As of March 31, 2021, we had $ 8.5 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 2.1 years.

The following is a summary of our restricted common stock activity as of March 31, 2021 and 2020, respectively:

March 31, 2021 March 31, 2020

Restricted Common Stock Weighted

8 unchanged sentences

Ending balance 532,354 $ 27.45 492,846 $ 28.57

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Fair Value of Financial Instruments

Financial Instruments Reported at Fair Value - Recurring

The table below presents the carrying amounts and fair values of our financial instruments on a recurring basis as of September 30, 2020 and December 31, 2019 (in thousands):

September 30, 2020 December 31, 2019

The table below presents the carrying amounts and fair values of our financial instruments on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands):

March 31, 2021 December 31, 2020

Carrying Amount Fair Value Carrying Amount Fair Value

13 unchanged sentences

Per Share Data of HTA

Additionally, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $ 277.5 million, with an average share price of $ 29.46 , subject to adjustments as provided in the forward equity agreements.

Currently, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $ 277.5 million, based on an average initial forward 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.

3 unchanged sentences

and (ii) none of the settlement provisions precluded the agreements from being indexed to our own common stock.

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In addition, we considered the potential dilution resulting from the forward equity agreements mentioned above on our earnings per common share calculations.

We use the treasury method to determine the dilution resulting from the forward equity agreements during the period of time prior to settlement.

The impact to our weighted-average shares - diluted was anti-dilutive in nature and, thus, approximately 1.1 million and 0.8 million shares, respectively, were excluded from the calculation for the three and nine months ended September 30, 2020.

The impact to our weighted-average shares - diluted was anti-dilutive in nature and, thus, approximately 505,000 shares were excluded from the calculation for the three months ended March 31, 2021.

For the three months ended March 31, 2020, the impact to our weighted-average shares - diluted was dilutive and thus, approximately 255,000 shares were added to the calculation.

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.

1 unchanged sentence

Our forward equity agreements are not considered a participating security and, therefore, are not included in the computation of earnings per share using the two-class method.

For the three and nine months ended September 30, 2020 and 2019, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands, except per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Net (loss) income $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,722

Net loss (income) attributable to noncontrolling interests 105 114 ( 438 ) ( 486 )

Net (loss) income attributable to common stockholders $ ( 6,827 ) $ ( 8,463 ) $ 24,563 $ 21,236

For the three months ended March 31, 2021 and 2020, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.

HEALTHCARE TRUST OF AMERICA, INC.

AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three months ended March 31, 2021 and 2020, respectively (in thousands, except per share data):

Three Months Ended March 31,

Net income $ 22,393 $ 18,208

Net income attributable to noncontrolling interests ( 363 ) ( 307 )

Net income attributable to common stockholders $ 22,030 $ 17,901

Weighted average shares outstanding - basic 218,753 216,692

Dilutive shares - OP Units convertible into common stock 3,515 3,676

Dilutive effect of forward equity sales agreement — 255

Adjusted weighted average shares outstanding - diluted 222,268 220,623

Earnings per common share - basic

Net (loss) income attributable to common stockholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10

Net income attributable to common stockholders $ 0.10 $ 0.08

Earnings per common share - diluted

Net (loss) income attributable to common stockholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10

Net income attributable to common stockholders $ 0.10 $ 0.08

Per Unit Data of HTALP

Currently, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $ 277.5 million, subject to adjustments as provided in the forward equity agreements.

All four of the arrangements mature by the middle of 2021.

Refer to Note 13 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreements executed in 2019 and March 2020.

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands, except per unit data):

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Net (loss) income $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,722

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the three months ended March 31, 2021 and 2020, respectively (in thousands, except per unit data):

Three Months Ended March 31,

Net income $ 22,393 $ 18,208

Net income attributable to noncontrolling interests — —

Net (loss) income attributable to common unitholders $ ( 6,932 ) $ ( 8,577 ) $ 25,001 $ 21,656

Net income attributable to common unitholders $ 22,393 $ 18,208

Weighted average OP Units outstanding - basic 222,268 220,368

Dilutive units - OP Units convertible into common units — — — —

Dilutive effect of forward equity sales agreement — 255

Adjusted weighted average units outstanding - diluted 222,268 220,623

Earnings per common unit - basic:

Net (loss) income attributable to common unitholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10

Net income attributable to common unitholders $ 0.10 $ 0.08

Earnings per common unit - diluted:

Net (loss) income attributable to common unitholders $ ( 0.03 ) $ ( 0.04 ) $ 0.11 $ 0.10

Net income attributable to common unitholders $ 0.10 $ 0.08

HEALTHCARE TRUST OF AMERICA, INC.

1 unchanged sentence

Supplemental Cash Flow Information

The following is the supplemental cash flow information for the nine months ended September 30, 2020 and 2019, respectively (in thousands):

Nine Months Ended September 30,

The following is the supplemental cash flow information for the three months ended March 31, 2021 and 2020, respectively (in thousands):

Three Months Ended March 31,

Supplemental Disclosure of Cash Flow Information:

Interest paid, net of capitalized interest $ 38,605 $ 34,062

Income taxes paid 1,327 1,846

Cash paid for operating leases 4,554 3,352

4 unchanged sentences

71,146 69,731

Issuance of OP Units in HTALP

Issuance of OP Units in HTALP in connection with an acquisition

Redemption of noncontrolling interest

Redemption of redeemable noncontrolling interest

ROU assets obtained in exchange for lease obligations

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements