What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-08-05 compared with 2021-05-07 · 238 added, 176 removed, 635 unchanged (39% of the section changed)

3 unchanged sentences

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

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Real estate investments:

7 unchanged sentences

6,039,203 6,110,165

Assets held for sale, net 36,098 —

Investment in unconsolidated joint venture 63,593 64,360

8 unchanged sentences

Accounts payable and accrued liabilities 172,653 200,358

Liabilities of assets held for sale 3,375 —

Derivative financial instruments - interest rate swaps 10,755 14,957

9 unchanged sentences

1,000,000,000 shares authorized;

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

218,825,737 and 218,578,012 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

Additional paid-in capital 4,919,353 4,916,784

2 unchanged sentences

Total stockholders’ equity 3,101,054 3,174,239

Noncontrolling interests 59,649 60,680

Non-controlling interests 58,834 60,680

Total equity 3,159,888 3,234,919

4 unchanged sentences

(In thousands, except for per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Rental income $ 188,494 $ 178,670 $ 379,844 $ 364,201

Interest and other operating income

121 175 264 420

Total revenues 188,615 178,845 380,108 364,621

5 unchanged sentences

23,133 24,277 46,119 48,149

Impairment 16,825 — 16,825 —

Total expenses 183,339 165,596 352,834 335,653

3 unchanged sentences

Net income $ 38,739 $ 13,725 $ 61,132 $ 31,933

Net income attributable to noncontrolling interests

Net income attributable to non-controlling interests

( 728 ) ( 236 ) ( 1,091 ) ( 543 )

11 unchanged sentences

(In thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Net income $ 38,739 $ 13,725 $ 61,132 $ 31,933

2 unchanged sentences

Total other comprehensive income (loss) 1,523 ( 3,228 ) 4,315 ( 25,726 )

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 )

Total comprehensive income 40,262 10,497 65,447 6,207

Comprehensive income attributable to non-controlling interests ( 754 ) ( 184 ) ( 1,161 ) ( 131 )

Total comprehensive income attributable to common stockholders $ 39,508 $ 10,313 $ 64,286 $ 6,076

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

2 unchanged sentences

(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

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

Shares Amount

5 unchanged sentences

( 154 ) ( 2 ) ( 4,622 ) — — ( 4,624 ) — ( 4,624 )

Redemption of noncontrolling interest and other

273 3 6,773 — — 6,776 ( 6,776 ) —

Redemption of non-controlling interest and other 273 3 6,773 — — 6,776 ( 6,776 ) —

Dividends declared ($ 0.315 per common share)

4 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

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 non-controlling interest and other 40 — 1,096 — — 1,096 ( 1,096 ) —

Dividends declared ($ 0.315 ) per common share)

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

Net Income — — — — 13,489 13,489 236 13,725

Other comprehensive loss — — — ( 3,176 ) — ( 3,176 ) ( 52 ) ( 3,228 )

Balance as of June 30, 2020 218,515 $ 2,185 $ 4,912,419 $ ( 20,768 ) $ ( 1,609,048 ) $ 3,284,788 $ 63,976 $ 3,348,764

Shares Amount

4 unchanged sentences

( 119 ) ( 1 ) ( 3,247 ) — — ( 3,248 ) — ( 3,248 )

Redemption of noncontrolling interest and other

11 — 255 — — 255 ( 255 ) —

Redemption of non-controlling interest and other 11 — 255 — — 255 ( 255 ) —

Dividends declared ($ 0.320 ) per common share)

3 unchanged sentences

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

Share-based award transactions, net

( 6 ) — 2,065 — — 2,065 — 2,065

Repurchase and cancellation of common stock

( 5 ) — ( 129 ) — — ( 129 ) — ( 129 )

Redemption of non-controlling interest and other 13 — 291 — — 291 ( 291 ) —

Dividends declared ($ 0.320 ) per common share)

— — — — ( 70,019 ) ( 70,019 ) ( 1,278 ) ( 71,297 )

— — — — 38,011 38,011 728 38,739

Other comprehensive income — — — 1,497 — 1,497 26 1,523

Balance as of June 30, 2021 218,826 $ 2,188 $ 4,919,353 $ ( 12,734 ) $ ( 1,807,753 ) $ 3,101,054 $ 58,834 $ 3,159,888

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

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

6 unchanged sentences

Distributions from unconsolidated joint venture 1,565 1,670

Impairment 16,825 —

Gain on sale of real estate, net ( 32,753 ) ( 1,991 )

17 unchanged sentences

Proceeds from issuance of common stock — 50,020

Issuance of OP Units — 1,378

Repurchase and cancellation of common stock ( 3,377 ) ( 4,798 )

Dividends paid ( 140,022 ) ( 137,050 )

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

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

Distributions paid to non-controlling interest of limited partners ( 2,607 ) ( 2,455 )

Net cash used in financing activities ( 101,006 ) ( 25,111 )

Net change in cash, cash equivalents and restricted cash ( 28,427 ) 42,384

5 unchanged sentences

(In thousands, except unit data)

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Real estate investments:

7 unchanged sentences

6,039,203 6,110,165

Assets held for sale, net 36,098 —

Investment in unconsolidated joint venture 63,593 64,360

8 unchanged sentences

Accounts payable and accrued liabilities 172,653 200,358

Liabilities of assets held for sale 3,375 —

Derivative financial instruments - interest rate swaps 10,755 14,957

5 unchanged sentences

Partners’ Capital:

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

Limited partners’ capital, 3,495,755 and 3,519,545 OP Units issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

58,564 60,410

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

General partners’ capital, 218,825,737 and 218,578,012 OP Units issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

3,101,324 3,174,509

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit data)

Three Months Ended March 31,

(In thousands, except for per unit data)

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Rental income $ 188,494 $ 178,670 $ 379,844 $ 364,201

Interest and other operating income

121 175 264 420

Total revenues 188,615 178,845 380,108 364,621

4 unchanged sentences

Interest expense 23,133 24,277 46,119 48,149

Impairment 16,825 — 16,825 —

Total expenses 183,339 165,596 352,834 335,653

3 unchanged sentences

Net income $ 38,739 $ 13,725 $ 61,132 $ 31,933

Net income attributable to noncontrolling interests

Net income attributable to non-controlling interests — — — —

Net income attributable to common unitholders $ 38,739 $ 13,725 $ 61,132 $ 31,933

8 unchanged sentences

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Net income $ 38,739 $ 13,725 $ 61,132 $ 31,933

2 unchanged sentences

Total other comprehensive income (loss) 1,523 ( 3,228 ) 4,315 ( 25,726 )

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

Comprehensive income attributable to noncontrolling interests

Total comprehensive (loss) income attributable to common unitholders $ 25,185 $ ( 4,290 )

Total comprehensive income 40,262 10,497 65,447 6,207

Comprehensive income attributable to non-controlling interests — — — —

Total comprehensive income attributable to common unitholders $ 40,262 $ 10,497 $ 65,447 $ 6,207

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

17 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 47 1,378 1,378

Share-based award transactions, net

( 1 ) 2,100 — — 2,100

Redemption and cancellation of general partner OP Units

( 7 ) ( 174 ) — — ( 174 )

Redemption of limited partner OP Units and other

40 1,096 ( 40 ) ( 1,096 ) —

Distributions declared ($ 0.315 per common OP Unit)

— ( 68,827 ) — ( 1,162 ) ( 69,989 )

Net income — 13,489 — 236 13,725

Other comprehensive loss — ( 3,176 ) — ( 52 ) ( 3,228 )

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

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

12 unchanged sentences

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

Share-based award transactions, net

( 6 ) 2,065 — — 2,065

Redemption and cancellation of general partner OP Units

( 5 ) ( 129 ) — — ( 129 )

Redemption of limited partner OP Units and other

13 291 ( 13 ) ( 291 ) —

Distributions declared ($ 0.320 per common OP Unit)

— ( 70,019 ) — ( 1,278 ) ( 71,297 )

— 38,011 — 728 38,739

Other comprehensive income — 1,497 — 26 1,523

Balance as of June 30, 2021 218,826 $ 3,101,324 3,496 $ 58,564 $ 3,159,888

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

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

6 unchanged sentences

Distributions from unconsolidated joint venture 1,565 1,670

Impairment 16,825 —

Gain on sale of real estate, net ( 32,753 ) ( 1,991 )

17 unchanged sentences

Proceeds from issuance of general partner units — 50,020

Issuance of OP Units — 1,378

Repurchase and cancellation of general partner units ( 3,377 ) ( 4,798 )

Distributions paid to general partner ( 140,022 ) ( 137,050 )

Distributions paid to limited partners and redeemable noncontrolling interests

( 1,485 ) ( 1,509 )

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

Distributions paid to limited partners and redeemable non-controlling interests ( 2,607 ) ( 2,455 )

Net cash used in financing activities ( 101,006 ) ( 25,111 )

Net change in cash, cash equivalents and restricted cash ( 28,427 ) 42,384

44 unchanged sentences

The condensed consolidated financial statements include the accounts of our subsidiaries and consolidated joint venture arrangements.

The portions of the HTALP operating partnership not owned by us are presented as noncontrolling interests on the accompanying condensed consolidated balance sheets and statements of operations, condensed consolidated statements of comprehensive income, and condensed consolidated statements of equity and changes in partners’ capital.

Holders of OP Units are considered to be noncontrolling interest holders in HTALP and their ownership interests are reflected as equity on the accompanying condensed consolidated balance sheets.

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

The portions of the HTALP operating partnership not owned by us are presented as non-controlling interests on the accompanying condensed consolidated balance sheets and statements of operations, condensed consolidated statements of comprehensive income, and condensed consolidated statements of equity and changes in partners’ capital.

Holders of OP Units are considered to be non-controlling interest holders in HTALP and their ownership interests are reflected as equity on the accompanying condensed consolidated balance sheets.

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

Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity.

As of 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.

As of June 30, 2021 and December 31, 2020, there were approximately 3.5 million of OP Units issued and outstanding held by non-controlling 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:

10 unchanged sentences

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.

In addition, from time to time, the Company acquires properties using a like-kind exchange structure pursuant to Section 1031 of the Internal Revenue Code (a “1031 exchange”) and, as such, the proceeds from a property or portfolio disposition are in the possession of an Exchange Accommodation Titleholder (“EAT”) until the 1031 exchange is completed.

The EAT is classified as a VIE as it is a “thinly capitalized” entity.

The Company consolidates the EAT because we are the primary beneficiary as we have the ability to control the activities that most significantly impact the EAT’s economic performance and can close out the 1031 exchange structure at any time.

As of June 30, 2021, the Company had one such entity where the 1031 exchange had not completed.

We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above.

5 unchanged sentences

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:

Restricted cash is typically comprised of:

(i) reserve accounts for property taxes, insurance, capital and tenant improvements;

(ii) collateral accounts for debt and interest rate swaps;

and (iii) deposits for future investments.

(iii) 1031 exchange funds;

and (iv) deposits for future investments.

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

2 unchanged sentences

Total cash, cash equivalents and restricted cash $ 90,338 $ 80,000

HEALTHCARE TRUST OF AMERICA, INC.

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

Revenue Recognition

4 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.

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.

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.

3 unchanged sentences

Investments in Real Estate

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.

Depreciation expense of buildings and improvements for the three months ended June 30, 2021 and 2020 was $ 60.7 million and $ 58.2 million, respectively.

Depreciation expense of buildings and improvements for the six months ended June 30, 2021 and 2020 was $ 121.9 million and $ 117.1 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.

12 unchanged sentences

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

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.

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.

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.

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 $ 10.2 million have been repaid through June 30, 2021.

The second category is early renewals, where the Company renewed lease arrangements prior to their contractual expirations, providing concessions at the commencement of the lease in exchange for additional term, which additional term averages approximately three years.

This category is treated as a modification under Topic 842, with the existing balance of the 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 more term and/or increased rental rates.

For the six months ended June 30, 2021, the Company has entered into very few new deferral arrangements or early renewal leases with substantive amounts of free rent or other forms of concessions at the onset of the lease term.

The Lease Modification Q&A had no material impact on our condensed consolidated financial statements as of and for the six months ended June 30, 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.

3 unchanged sentences

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.

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.

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

The fair value is generally based on a discounted cash flow analysis, which involves management's best estimate of market participants' holding periods, market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements.

As of June 30, 2021 and December 31, 2020, the Company had no properties classified as held for sale.

Real Estate Notes Receivable

Real estate notes receivable consists of mezzanine and other real estate loans, which are generally collateralized by a pledge of the borrower’s ownership interest in the respective real estate owner and/or corporate guarantees .

Real estate notes receivable are intended to be held-to-maturity and are recorded at amortized cost, net of unamortized loan origination costs and fees and allowance for credit losses.

Pursuant to Topic 326 - Financial Instruments - Credit Losses, we adopted a policy to evaluate current expected credit losses at the inception of loans qualifying for treatment under Topic 326.

Given management’s estimated probability of default at inception, we determined that the current risk of credit loss is remote.

Accordingly, we have recorded no reserve for credit loss as of June 30, 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 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.

As of June 30, 2021 and December 31, 2020, we had a 50 % interest in one such investment with a carrying value and maximum exposure to risk of $ 63.6 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 each of the three months ended March 31, 2021 and 2020, we recognized income of $ 0.4 million.

For each of the three months ended June 30, 2021 and 2020, we recognized income of $ 0.4 million.

For each of the six months ended June 30, 2021 and 2020, we recognized income of $ 0.8 million.

Recently Issued or Adopted Accounting Pronouncements

4 unchanged sentences

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

HEALTHCARE TRUST OF AMERICA, INC.

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

Recently Issued Accounting Pronouncements

5 unchanged sentences

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.

HEALTHCARE TRUST OF AMERICA, INC.

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

Investments in Real Estate

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

For the six months ended June 30, 2021, our investments had an aggregate purchase price of $ 53.0 million.

As part of these investments, we incurred approximately $ 0.5 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 three months ended March 31, 2021 and 2020, respectively (in thousands):

Three Months Ended March 31,

The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the six months ended June 30, 2021 and 2020, respectively (in thousands):

Six Months Ended June 30,

Land $ 1,093 $ 2,817

7 unchanged sentences

Aggregate purchase price $ 53,025 $ 41,672

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,

The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the six months ended June 30, 2021 and 2020, respectively (in years):

Six Months Ended June 30,

Acquired intangible assets 4.2 5.4

1 unchanged sentence

Dispositions and Impairment

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.

Accordingly, we will continue to apply the applicable accounting guidance in our consideration of our ongoing impairment analysis as conditions warrant.

During the six months ended June 30, 2021, we sold a 13 property portfolio with locations in Tennessee and Virginia for a gross sales price of $ 67.5 million, resulting in a net gain to us of approximately $ 32.8 million.

During the six months ended June 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 to us of approximately $ 2.0 million.

During the six months ended June 30, 2021, we recorded impairment charges of $ 16.8 million on two properties, for which the holding period was revised by the Company to be less than the previously estimated useful life.

The estimated fair values were based on a purchase option and a pending sales agreement, both of which were executed subsequent to June 30, 2021.

We recorded no impairment charges during the six months ended June 30, 2020.

HEALTHCARE TRUST OF AMERICA, INC.

1 unchanged sentence

Intangible Assets and Liabilities

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

Intangible assets and liabilities consisted of the following as of June 30, 2021 and December 31, 2020, respectively (in thousands, except with respect to the weighted average remaining amortization terms):

June 30, 2021 December 31, 2020

Balance Weighted Average Remaining

13 unchanged sentences

Total $ 29,959 14.8 $ 32,539 14.6

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,

The following is a summary of the net intangible amortization for the three and six months ended June 30, 2021 and 2020, respectively (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

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 March 31, 2021 and December 31, 2020, respectively (in thousands):

March 31, 2021 December 31, 2020

Receivables and other assets consisted of the following as of June 30, 2021 and December 31, 2020, respectively (in thousands):

June 30, 2021 December 31, 2020

Tenant receivables, net

6 unchanged sentences

Prepaid expenses, deposits, equipment and other, net 38,755 46,114

Real estate notes receivable, net 46,341 —

Finance ROU asset, net 15,335 7,764

Total $ 294,550 $ 251,728

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,

HEALTHCARE TRUST OF AMERICA, INC.

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

The following is a summary of the amortization of deferred leasing costs and financing costs for the three and six months ended June 30, 2021 and 2020, respectively (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Amortization expense related to deferred leasing costs

1 unchanged sentence

Interest expense related to deferred financing costs 431 431 862 862

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.

For the three months ended June 30, 2021, one new ground lease has commenced.

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

Additionally, we sold a portfolio of properties resulting in the removal of eight of our in-place operating ground leases.

For more details on the disposition, refer to Note 4 - Dispositions and Impairment.

Lessee - Maturity of Lease Liabilities

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

The following table summarizes the future minimum lease obligations of our operating and finance leases as of June 30, 2021 (in thousands):

Year Operating Leases Finance Leases

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Lessor - Lease Revenues and Maturity of Future Minimum Rents

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):

For the three months ended June 30, 2021 and 2020, we recognized $ 187.4 million and $ 176.2 million, respectively, of rental and other lease-related income related to our operating leases, of which $ 42.2 million and $ 41.8 million, respectively, were variable lease payments.

For the six months ended June 30, 2021, and 2020, we recognized $ 377.8 million and $ 360.5 million, respectively, of rental and other lease-related income related to our operating leases, of which $ 87.3 million and $ 84.6 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 June 30, 2021 (in thousands):

2021 $ 275,454

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

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

March 31, 2021 December 31, 2020

Debt consisted of the following as of June 30, 2021 and December 31, 2020, respectively (in thousands):

June 30, 2021 December 31, 2020

Unsecured revolving credit facility $ 45,000 $ —

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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.

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 if so increased.

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 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.

As of June 30, 2021, we had $ 45.0 million outstanding under this unsecured revolving credit facility at an interest rate of 1.13 % per annum.

The margin associated with our borrowings was 1.00 % per annum and the facility fee was 0.20 % per annum.

Unsecured Term Loan due 2023

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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 March 31, 2021 was 1.10 % per annum.

The margin associated with our borrowings as of June 30, 2021 was 1.10 % per annum.

We have interest rate swaps hedging the floating interest rate, which resulted in a fixed rate of 2.52 % per annum, based on our current credit rating.

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

As of June 30, 2021, we had $ 300.0 million under this unsecured term loan outstanding.

$ 200.0 Million Unsecured Term Loan due 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 March 31, 2021 was 1.00 % per annum.

The margin associated with our borrowings as of June 30, 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.

As of June 30, 2021, we had $ 200.0 million under this unsecured term loan outstanding.

This loan matures on January 15, 2024.

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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.

These unsecured senior notes are registered under the Securities Act, and bear interest at 3.50 % per annum which is payable semi-annually.

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

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

As of June 30, 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

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.

These unsecured senior notes are registered under the Securities Act, and bear interest at 3.75 % per annum which is 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 March 31, 2021, we had $ 500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.

As of June 30, 2021, we had $ 500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.

HEALTHCARE TRUST OF AMERICA, INC.

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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.

These unsecured senior notes are registered under the Securities Act, and bear interest at 3.10 % per annum which is 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 March 31, 2021, we had $ 650.0 million of these unsecured senior notes outstanding that mature on February 15, 2030.

As of June 30, 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

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.

These unsecured senior notes are registered under the Securities Act, and bear interest at 2.00 % per annum which is payable semi-annually.

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

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

As of June 30, 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 March 31, 2021 (in thousands):

The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of June 30, 2021 (in thousands):

Thereafter 2,550,000

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Deferred Financing Costs

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

As of June 30, 2021, the future amortization of our deferred financing costs is as follows (in thousands):

Thereafter 6,479

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

As of June 30, 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 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.

We have also concluded as of June 30, 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.

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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.

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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 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

As of June 30, 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 June 30, 2021

Number of instruments 7

Notional amount $ 500,000

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):

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 June 30, 2021 and December 31, 2020, respectively (in thousands):

Asset Derivatives Liability Derivatives

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Balance Sheet

Location March 31, 2021 December 31, 2020 Balance Sheet

Location March 31, 2021 December 31, 2020

Location June 30, 2021 December 31, 2020 Balance Sheet

Location June 30, 2021 December 31, 2020

Interest rate swaps Receivables and other assets $ — $ — Derivative financial instruments $ 10,755 $ 14,957

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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,

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 six months ended June 30, 2021 and 2020, respectively (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

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

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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 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.

As of June 30, 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 $ 11.0 million.

As of June 30, 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.

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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.

Unfunded Loan Commitments

Unfunded loan commitments include amounts undrawn on mezzanine loans.

As of June 30, 2021, unfunded loan commitments totaled $ 20.6 million.

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

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Stockholders’ Equity and Partners’ Capital

HTALP’s operating partnership agreement provides that it will distribute cash flow from operations and net sale proceeds to its partners in accordance with their overall ownership interests at such times and in such amounts as the general partner determines.

Dividend distributions are made such that a holder of one OP Unit in HTALP will receive distributions from HTALP in an amount equal to the dividend distributions paid to the holder of one share of our common stock.

In addition, for each share of common stock issued or redeemed by HTA, HTALP issues or redeems a corresponding number of OP Units.

Common Stock Offerings

In 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)

Common Stock Offerings

As of June 30, 2021, $ 750.0 million remained available for issuance by us under our current ATM.

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.

All four of the arrangements have been extended and mature on or about December 31, 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.

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

As of June 30, 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 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.

See our accompanying condensed consolidated statements of equity and condensed statements of changes in partners’ capital for the dividends declared during the three and six months ended June 30, 2021 and 2020.

As of June 30, 2021, declared, but unpaid, dividends totaling $ 71.3 million were included in accounts payable and accrued liabilities.

On August 3, 2021 our Board of Directors announced an increased quarterly cash dividend of $ 0.325 per share of common stock and per OP Unit to be paid on October 11, 2021 to stockholders and unitholders of record on October 4, 2021.

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:

On April 29, 2021, our Board of Directors approved and adopted the Amended and Restated 2006 Incentive Plan (the “Plan”), which was approved by our Stockholders on July 7, 2021 at our Annual Meeting of Stockholders.

The Plan permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors and authorizes us to grant awards in any of the following forms:

stock appreciation rights;

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dividend equivalents;

other stock-based awards, including units in HTALP;

and cash-based awards.

and other stock-based and cash-based awards.

The aggregate number of awards reserved and available for issuance under the Plan is 10,000,000 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.

There were no issuances of stock under the Plan, as amended, as of June 30, 2021.

Restricted Common Stock

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

For the three and six months ended June 30, 2021, we recognized compensation expense of $ 2.1 million and $ 5.4 million, respectively.

For the three and six months ended June 30, 2020, we recognized compensation expense of $ 2.1 million and $ 5.3 million, respectively.

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

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

As of June 30, 2021, we had $ 7.9 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.9 years.

The following is a summary of our restricted common stock activity as of June 30, 2021 and 2020, respectively:

June 30, 2021 June 30, 2020

Restricted Common Stock Weighted

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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 March 31, 2021 and December 31, 2020 (in thousands):

March 31, 2021 December 31, 2020

The table below presents the carrying amounts and fair values of our financial instruments on a recurring basis as of June 30, 2021 and December 31, 2020, respectively (in thousands):

June 30, 2021 December 31, 2020

Carrying Amount Fair Value Carrying Amount Fair Value

Level 2 - Assets:

Real estate notes receivable, net $ 46,341 $ 46,341 $ — $ —

Derivative financial instruments — — — —

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The carrying amounts of cash and cash equivalents, tenant and other receivables, restricted cash, accounts payable, and accrued liabilities approximate fair value.

Fair values for real estate notes receivable are estimated based on rates currently prevailing for similar instruments of similar maturities and are based primarily on Level 2 inputs.

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.

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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.

This category generally includes assets subject to impairment.

The table below presents our assets measured at fair value on a non-recurring basis as of June 30, 2021 and December 31, 2020 (in thousands):

June 30, 2021 December 31, 2020

Fair Value Fair Value

Level 2 - Assets:

(1) The hold period was revised by the Company to be less than the previously estimated useful life for two MOBs.

Consequently, at June 30, 2021, MOBs with a carrying amount of $ 44.1 million were written down to their fair value $ 27.3 million, resulting in impairment charges of $ 16.8 million for the six months ended June 30, 2021.

The estimated fair values for these MOBs as of June 30, 2021 were based on a purchase option and a pending sales agreement, both of which were executed subsequent to June 30, 2021.

Per Share Data of HTA

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.

To account for the forward equity agreements, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward equity agreements were not liabilities as they did not embody obligations to repurchase our shares of common stock nor did they embody obligations to issue a variable number of shares for which the monetary value was predominately fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares.

All four of the arrangements have been extended and mature on or about December 31, 2021.

We also evaluated whether the agreements met the derivatives and hedging guidance scope exception to be accounted for as equity instruments and concluded that the agreements can be classified as an equity contract based on the following assessment:

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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 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.

The impact to our weighted-average shares - diluted was anti-dilutive in nature and, thus, approximately 389,000 and 445,000 shares were excluded from the calculation for the three and six months ended June 30, 2021.

For the three and six months ended June 30, 2020, the impact to our weighted-average shares - diluted was anti-dilutive in nature and, thus, approximately 1.4 million and 0.5 million shares, respectively, were excluded from 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.

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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 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,

For the three and six months ended June 30, 2021 and 2020, 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 six months ended June 30, 2021 and 2020, respectively (in thousands, except per share data):

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Net income $ 38,739 $ 13,725 $ 61,132 $ 31,933

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

Net income attributable to non-controlling interests ( 728 ) ( 236 ) ( 1,091 ) ( 543 )

Net income attributable to common stockholders $ 38,011 $ 13,489 $ 60,041 $ 31,390

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Dilutive shares - OP Units convertible into common stock 3,504 3,605 3,510 3,640

Dilutive effect of forward equity sales agreement — 255

Adjusted weighted average shares outstanding - diluted 222,326 222,088 222,297 221,228

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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.

All four of the arrangements have been extended and mature on or about December 31, 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 months ended March 31, 2021 and 2020, respectively (in thousands, except per unit data):

Three Months Ended March 31,

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 unit of HTALP for the three and six months ended June 30, 2021 and 2020, respectively (in thousands, except per unit data):

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Net income $ 38,739 $ 13,725 $ 61,132 $ 31,933

Net income attributable to noncontrolling interests — —

Net income attributable to non-controlling interests — — — —

Net income attributable to common unitholders $ 38,739 $ 13,725 $ 61,132 $ 31,933

Weighted average OP Units outstanding - basic 222,326 222,088 222,297 221,228

Dilutive effect of forward equity sales agreement — 255

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

Adjusted weighted average units outstanding - diluted 222,326 222,088 222,297 221,228

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Net income attributable to common unitholders $ 0.17 $ 0.06 $ 0.28 $ 0.14

HEALTHCARE TRUST OF AMERICA, INC.

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

Supplemental Cash Flow Information

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,

The following is the supplemental cash flow information for the six months ended June 30, 2021 and 2020, respectively (in thousands):

Six Months Ended June 30,

Supplemental Disclosure of Cash Flow Information:

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71,302 69,956

Redemption of noncontrolling interest

Redemption of non-controlling interest 546 7,872

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