What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-11-05 compared with 2021-08-05 · 277 added, 164 removed, 709 unchanged (38% of the section changed)

3 unchanged sentences

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

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Real estate investments:

7 unchanged sentences

6,113,982 6,110,165

Assets held for sale, net 27,049 —

Investment in unconsolidated joint venture 63,213 64,360

8 unchanged sentences

Accounts payable and accrued liabilities 178,024 200,358

Liabilities of assets held for sale 263 —

Derivative financial instruments - interest rate swaps 9,377 14,957

9 unchanged sentences

1,000,000,000 shares authorized;

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

220,839,006 and 218,578,012 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

Additional paid-in capital 4,973,001 4,916,784

9 unchanged sentences

(In thousands, except for per share data)

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

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

2021 2020 2021 2020

12 unchanged sentences

Gain on sale of real estate, net 143 — 32,896 1,991

Loss on extinguishment of debt, net — ( 27,726 ) — ( 27,726 )

Income from unconsolidated joint venture 400 422 1,198 1,223

Other income 94 117 401 290

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

Net income attributable to non-controlling interests

Net income (loss) $ 22,042 $ ( 6,932 ) $ 83,174 $ 25,001

Net (income) loss attributable to non-controlling interests

( 370 ) 105 ( 1,461 ) ( 438 )

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

Net income (loss) attributable to common stockholders $ 21,672 $ ( 6,827 ) $ 81,713 $ 24,563

Earnings per common share - basic:

Net income attributable to common stockholders $ 0.17 $ 0.06 $ 0.27 $ 0.14

Net income (loss) attributable to common stockholders $ 0.10 $ ( 0.03 ) $ 0.37 $ 0.11

Earnings per common share - diluted:

Net income attributable to common stockholders $ 0.17 $ 0.06 $ 0.27 $ 0.14

Net income (loss) attributable to common stockholders $ 0.10 $ ( 0.03 ) $ 0.37 $ 0.11

Weighted average common shares outstanding:

5 unchanged sentences

(In thousands)

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

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

2021 2020 2021 2020

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

Net income (loss) $ 22,042 $ ( 6,932 ) $ 83,174 $ 25,001

Other comprehensive income (loss)

1 unchanged sentence

Total other comprehensive income (loss) 1,435 2,054 5,750 ( 23,672 )

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

Total comprehensive income (loss) 23,477 ( 4,878 ) 88,924 1,329

Comprehensive income (loss) attributable to non-controlling interests ( 398 ) 73 ( 1,559 ) ( 59 )

Total comprehensive income (loss) attributable to common stockholders $ 23,079 $ ( 4,805 ) $ 87,365 $ 1,270

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

28 unchanged sentences

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 non-controlling interest and other 34 — 813 — — 813 ( 813 ) —

Dividends declared ($ 0.320 ) per common share)

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

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

Other comprehensive income — — — 2,021 — 2,021 33 2,054

Balance as of September 30, 2020 218,566 $ 2,186 $ 4,914,767 $ ( 18,747 ) $ ( 1,685,813 ) $ 3,212,393 $ 61,958 $ 3,274,351

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 Non-controlling 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

Issuance of common stock, net — — — — — — — —

Share-based award transactions, net

18 unchanged sentences

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

Issuance of common stock, net 2,000 20 53,715 — — 53,735 — 53,735

Issuance of OP Units in HTALP in connection with acquisitions — — — — — — 35,785 35,785

Share-based award transactions, net

— — ( 368 ) — — ( 368 ) — ( 368 )

Repurchase and cancellation of common stock

— — ( 12 ) — — ( 12 ) — ( 12 )

Redemption of non-controlling interest and other 13 — 313 — — 313 ( 313 ) —

Dividends declared ($ 0.325 ) per common share)

— — — — ( 71,633 ) ( 71,633 ) ( 1,535 ) ( 73,168 )

— — — — 21,672 21,672 370 22,042

Other comprehensive income — — — 1,407 — 1,407 28 1,435

Balance as of September 30, 2021 220,839 $ 2,208 $ 4,973,001 $ ( 11,327 ) $ ( 1,857,714 ) $ 3,106,168 $ 93,169 $ 3,199,337

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

2 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

8 unchanged sentences

Gain on sale of real estate, net ( 32,896 ) ( 1,991 )

Loss on extinguishment of debt, net — 27,726

Changes in operating assets and liabilities:

14 unchanged sentences

Payments on unsecured revolving credit facility ( 130,000 ) ( 1,429,862 )

Proceeds from unsecured senior notes — 793,568

Payments on unsecured senior notes — ( 300,000 )

Payments on secured mortgage loans — ( 114,060 )

Deferred financing costs — ( 6,532 )

Debt extinguishment costs — ( 25,938 )

Proceeds from issuance of common stock 53,735 50,020

3 unchanged sentences

Distributions paid to non-controlling interest of limited partners ( 3,886 ) ( 3,581 )

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

Net cash (used in) provided by financing activities ( 113,587 ) 83,881

Net change in cash, cash equivalents and restricted cash ( 99,301 ) 193,630

5 unchanged sentences

(In thousands, except unit data)

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Real estate investments:

7 unchanged sentences

6,113,982 6,110,165

Assets held for sale, net 27,049 —

Investment in unconsolidated joint venture 63,213 64,360

8 unchanged sentences

Accounts payable and accrued liabilities 178,024 200,358

Liabilities of assets held for sale 263 —

Derivative financial instruments - interest rate swaps 9,377 14,957

5 unchanged sentences

Partners’ Capital:

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

Limited partners’ capital, 4,721,627 and 3,519,545 OP Units issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

92,899 60,410

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

General partners’ capital, 220,839,006 and 218,578,012 OP Units issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

3,106,438 3,174,509

5 unchanged sentences

(In thousands, except for per unit data)

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

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

2021 2020 2021 2020

11 unchanged sentences

Gain on sale of real estate, net 143 — 32,896 1,991

Loss on extinguishment of debt, net — ( 27,726 ) — ( 27,726 )

Income from unconsolidated joint venture 400 422 1,198 1,223

Other income 94 117 401 290

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

Net income (loss) $ 22,042 $ ( 6,932 ) $ 83,174 $ 25,001

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

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

Net income (loss) attributable to common unitholders $ 22,042 $ ( 6,932 ) $ 83,174 $ 25,001

Earnings per common OP Unit - basic:

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

Net income (loss) attributable to common unitholders $ 0.10 $ ( 0.03 ) $ 0.37 $ 0.11

Earnings per common OP Unit - diluted:

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

Net income (loss) attributable to common unitholders $ 0.10 $ ( 0.03 ) $ 0.37 $ 0.11

Weighted average common OP Units outstanding:

5 unchanged sentences

(In thousands)

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

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

2021 2020 2021 2020

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

Net income (loss) $ 22,042 $ ( 6,932 ) $ 83,174 $ 25,001

Other comprehensive income (loss)

1 unchanged sentence

Total other comprehensive income (loss) 1,435 2,054 5,750 ( 23,672 )

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

Total comprehensive income (loss) 23,477 ( 4,878 ) 88,924 1,329

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

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

Total comprehensive income (loss) attributable to common unitholders $ 23,477 $ ( 4,878 ) $ 88,924 $ 1,329

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

29 unchanged sentences

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

Share-based award transactions, net

28 1,832 — — 1,832

Redemption and cancellation of general partner OP Units

( 11 ) ( 296 ) — — ( 296 )

Redemption of limited partner OP Units and other

34 813 ( 34 ) ( 813 ) —

Distributions declared ($ 0.320 ) per common OP Unit)

— ( 69,938 ) — ( 1,133 ) ( 71,071 )

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

Other comprehensive income — 2,021 — 33 2,054

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

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS ’ CAPITAL (Cont’d)

(In thousands)

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

23 unchanged sentences

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

Issuance of general partner units 2,000 53,735 — — 53,735

Issuance of limited partner OP Units in connection with acquisitions — — 1,239 35,785 35,785

Share-based award transactions, net

— ( 368 ) — — ( 368 )

Redemption and cancellation of general partner OP Units

— ( 12 ) — — ( 12 )

Redemption of limited partner OP Units and other

13 313 ( 13 ) ( 313 ) —

Distributions declared ($ 0.325 per common OP Unit)

— ( 71,633 ) — ( 1,535 ) ( 73,168 )

— 21,672 — 370 22,042

Other comprehensive income — 1,407 — 28 1,435

Balance as of September 30, 2021 220,839 $ 3,106,438 4,722 $ 92,899 $ 3,199,337

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

2 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

8 unchanged sentences

Gain on sale of real estate, net ( 32,896 ) ( 1,991 )

Loss on extinguishment of debt, net — 27,726

Changes in operating assets and liabilities:

14 unchanged sentences

Payments on unsecured revolving credit facility ( 130,000 ) ( 1,429,862 )

Proceeds from unsecured senior notes — 793,568

Payments from unsecured senior notes — ( 300,000 )

Payments on secured mortgage loans — ( 114,060 )

Deferred financing costs — ( 6,532 )

Debt extinguishment costs — ( 25,938 )

Proceeds from issuance of general partner units 53,735 50,020

3 unchanged sentences

Distributions paid to limited partners and redeemable non-controlling interests ( 3,886 ) ( 3,581 )

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

Net cash (used in) provided by financing activities ( 113,587 ) 83,881

Net change in cash, cash equivalents and restricted cash ( 99,301 ) 193,630

22 unchanged sentences

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.

Although we did not experience significant disruptions from the COVID-19 pandemic during the nine months ended September 30, 2021, 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.

7 unchanged sentences

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

HEALTHCARE TRUST OF AMERICA, INC.

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

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

4 unchanged sentences

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 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.

As of September 30, 2021 and December 31, 2020, there were approximately 4.7 million and 3.5 million, respectively, 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:

13 unchanged sentences

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.

As of September 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.

3 unchanged sentences

Actual results could differ from those estimates, perhaps in adverse ways, and those estimates could be different under different assumptions or conditions.

HEALTHCARE TRUST OF AMERICA, INC.

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

Cash, Cash Equivalents and Restricted Cash

6 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 $ 12,836 $ 227,138

1 unchanged sentence

Total cash, cash equivalents and restricted cash $ 19,464 $ 231,246

HEALTHCARE TRUST OF AMERICA, INC.

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

Revenue Recognition

10 unchanged sentences

Investments in Real Estate

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.

Depreciation expense of buildings and improvements for the three months ended September 30, 2021 and 2020 was $ 62.0 million and $ 59.2 million, respectively.

Depreciation expense of buildings and improvements for the nine months ended September 30, 2021 and 2020 was $ 183.8 million and $ 176.4 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 $ 10.2 million have been repaid through June 30, 2021.

HEALTHCARE TRUST OF AMERICA, INC.

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

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.

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 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.

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

For the nine months ended September 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 nine months ended September 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.

Real Estate Held for Sale

2 unchanged sentences

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.

As of September 30, 2021 we classified a single-tenant MOB located in the greater Atlanta, Georgia market as real estate held for sale on the accompanying condensed consolidated balance sheets.

As of December 31, 2020, the Company had 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 September 30, 2021 (in thousands):

September 30, 2021

Buildings and Improvements 27,408

Lease intangibles 4,769

Accumulated depreciation and amortization ( 8,148 )

Real estate assets held for sale, net 26,430

Receivables and other assets, net 619

Assets held for sale, net $ 27,049

Security deposits, prepaid rent & other liabilities $ 1

Intangible liabilities, net 262

Liabilities of assets held for sale $ 263

Real Estate Notes Receivable

2 unchanged sentences

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.

We utilize a probability of default method approach for estimating current expected credit losses and have determined that the current risk of credit loss is remote.

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

As of September 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 $ 63.2 million and $ 64.4 million, respectively, which is recorded in investment in unconsolidated joint venture on the accompanying condensed

HEALTHCARE TRUST OF AMERICA, INC.

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

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 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.

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

For each of the nine months ended September 30, 2021 and 2020, we recognized income of $ 1.2 million.

Recently Issued or Adopted Accounting Pronouncements

10 unchanged sentences

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.

HEALTHCARE TRUST OF AMERICA, INC.

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

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

ASU 2021-05, Leases (Topic 842):

Lessors - Certain Leases with Variable Lease Payments

In July 2021, the FASB issued ASU 2021-05, which amends the lease classification requirements for lessors when classifying and accounting for a lease with variable lease payments that do not depend on a reference index or a rate.

The update provides criteria, that if met, the lease would be classified and accounted for as an operating lease.

The update is effective for reporting periods beginning after December 15, 2021, with early adoption permitted.

At this time, the Company does not expect that the adoption of this standard will have a material impact on our financial statements.

Investments in Real Estate

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

For the nine months ended September 30, 2021, our investments had an aggregate purchase price of $ 189.2 million.

As part of these investments, we incurred approximately $ 1.0 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 six months ended June 30, 2021 and 2020, respectively (in thousands):

Six Months Ended June 30,

As part of two of our acquisitions, we issued to the sellers 1.2 million OP Units with a market value at the time of issuance of approximately $ 35.8 million.

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, 2021 and 2020, respectively (in thousands):

Nine Months Ended September 30,

Land $ 35,237 $ 2,817

7 unchanged sentences

Aggregate purchase price $ 189,241 $ 52,887

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,

Subsequent to September 30, 2021, we completed investments with an aggregate purchase price of $ 65.7 million.

purchase price of these investments were subject to certain post-closing adjustments.

Due to the recent timing of the

acquisition of these investments, we have not completed our purchase price allocation with respect to these investments and,

therefore, cannot provide disclosures at this time similar to those contained above in Note 3 - Investments in Real Estate to our

condensed consolidated financial statements.

HEALTHCARE TRUST OF AMERICA, INC.

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

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

Nine Months Ended September 30,

Acquired intangible assets 6.2 5.1

1 unchanged sentence

Dispositions and Impairment

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.

During the nine months ended September 30, 2021, we completed the disposition of 14 MOBs located in, one or more of Tennessee, Virginia and Minnesota for a gross sales price of $ 68.1 million, in addition to the sale of our interest in a land parcel on which the ground lessee exercised its purchase option for a gross sales price of $ 1.8 million, resulting in a net gain to us of approximately $ 32.9 million.

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 to us of approximately $ 2.0 million.

Subsequent to September 30, 2021, we completed the disposition of one MOB located in Ohio for a gross sales price of $ 20.2 million.

During the nine months ended September 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, one of which was sold as of September 30, 2021.

The estimated fair value as of September 30, 2021 for the remaining MOB was based on the purchase price set forth in an executed purchase option.

We recorded no impairment charges during the nine months ended September 30, 2020.

HEALTHCARE TRUST OF AMERICA, INC.

1 unchanged sentence

Intangible Assets and Liabilities

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

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

September 30, 2021 December 31, 2020

Balance Weighted Average Remaining

13 unchanged sentences

Total $ 31,473 14.5 $ 32,539 14.6

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,

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

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

2021 2020 2021 2020

4 unchanged sentences

Receivables and Other Assets

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

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

September 30, 2021 December 31, 2020

Tenant receivables, net

11 unchanged sentences

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,

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

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

2021 2020 2021 2020

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Interest expense related to deferred financing costs 431 431 1,293 1,293

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.

For the three months ended September 30, 2021, no new ground leases have commenced.

Lessee - Maturity of Lease Liabilities

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

The following table summarizes the future minimum lease obligations of our operating and finance leases as of September 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 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):

For the three months ended September 30, 2021 and 2020, we recognized $ 190.6 million and $ 186.3 million, respectively, of rental and other lease-related income related to our operating leases, of which $ 43.5 million and $ 42.7 million, respectively, were variable lease payments.

For the nine months ended September 30, 2021, and 2020, we recognized $ 568.4 million and $ 546.8 million, respectively, of rental and other lease-related income related to our operating leases, of which $ 130.8 million and $ 127.3 million, respectively, were variable lease payments.

The following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of September 30, 2021 (in thousands):

2021 $ 140,940

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

June 30, 2021 December 31, 2020

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

September 30, 2021 December 31, 2020

Unsecured revolving credit facility $ 50,000 $ —

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Unsecured Revolving Credit Facility due 2022

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.

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

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.

The unsecured revolving credit agreement and unsecured term loan had original maturities of June 30, 2022 and February 1, 2023, respectively.

Subsequent to September 30, 2021, the Unsecured Credit Agreement was amended and restated in its entirety, by the Third Amended and Restated Revolving Credit and Term Loan Agreement referenced below, extending maturities to October 31, 2025.

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

As of September 30, 2021, we had $ 50.0 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

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.

Under the Unsecured Credit Agreement as noted above, we have a $ 300.0 million unsecured term loan, guaranteed by HTA.

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 June 30, 2021 was 1.10 % per annum.

The margin associated with our borrowings as of September 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 June 30, 2021, we had $ 300.0 million under this unsecured term loan outstanding.

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

Third Amended and Restated Revolving Credit and Term Loan Agreement

On October 6, 2021, we entered into a third amended and restated revolving credit and term loan agreement (the “Credit Agreement”), which includes an unsecured revolving credit facility in an aggregate maximum principal amount of $ 1.0 billion (the “Revolver”) and a term loan facility in an aggregate maximum principal amount of $ 300.0 million (the “Term Loan”).

The Credit Agreement amends and restates, in its entirety, the Unsecured Credit Agreement referenced above and extends the maturities of the unsecured revolving credit facility and the unsecured term loan to October 31, 2025.

Borrowings under the Revolver will bear interest at a per annum rate equal to LIBOR plus a margin ranging from 0.725 % to 1.60 % based on our credit rating.

We are also required to pay a facility fee on the aggregate commitments under the Revolver at a per annum rate ranging from 0.125 % to 0.30 % based on our credit rating.

Borrowings under the Term Loan will bear interest at a per annum rate equal to LIBOR plus a margin ranging from 0.80 % to 1.60 % based on our credit rating.

Accrued interest under the Credit Agreement is payable quarterly and at maturity.

The Credit Agreement also provides for borrowing at a base rate plus a margin ranging from 0.00 % to 0.40 % with respect to the Revolver and a base rate plus a margin of 0.00 % to 0.60 % with respect to the Term Loan, each based on our credit rating.

The Credit Agreement includes customary LIBOR replacement terms and contains a sustainability-linked feature, which allows for a reduction in pricing upon our realization of certain sustainability ratings.

The other terms of the Credit Agreement prior to the amendment thereof remain substantially unchanged.

HEALTHCARE TRUST OF AMERICA, INC.

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

$ 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 June 30, 2021 was 1.00 % per annum.

The margin associated with our borrowings as of September 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 June 30, 2021, we had $ 200.0 million under this unsecured term loan outstanding.

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

This loan matures on January 15, 2024.

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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 June 30, 2021, we had $ 600.0 million of these unsecured senior notes outstanding that mature on August 1, 2026.

As of September 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

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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 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.

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

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

$ 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 June 30, 2021, we had $ 650.0 million of these unsecured senior notes outstanding that mature on February 15, 2030.

As of September 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

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 June 30, 2021, we had $ 800.0 million of these unsecured senior notes outstanding that mature on March 15, 2031.

As of September 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 June 30, 2021 (in thousands):

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

Thereafter 2,550,000

Total $ 3,100,000

HEALTHCARE TRUST OF AMERICA, INC.

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

Deferred Financing Costs

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

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

Thereafter 6,436

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We are required by the terms of our applicable loan agreements to meet various affirmative and negative covenants that we believe are customary for these types of facilities, such as limitations on the incurrence of debt by us and our subsidiaries that own unencumbered assets, limitations on the nature of HTALP’s business, and limitations on distributions by HTALP and its subsidiaries that own unencumbered assets.

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

As of June 30, 2021, we believe that we were in compliance with all such financial covenants and reporting requirements.

As of September 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 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.

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

We have also concluded as of September 30, 2021, that we were not aware of non-compliance with any financial or non-financial covenants in light of the ongoing COVID-19 pandemic.

Derivative Financial Instruments and Hedging Activities

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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 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

HEALTHCARE TRUST OF AMERICA, INC.

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

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

Asset Derivatives Liability Derivatives

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Balance Sheet

Location June 30, 2021 December 31, 2020 Balance Sheet

Location June 30, 2021 December 31, 2020

Location September 30, 2021 December 31, 2020 Balance Sheet

Location September 30, 2021 December 31, 2020

Interest rate swaps Receivables and other assets $ — $ — Derivative financial instruments $ 9,377 $ 14,957

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

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

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, 2021 and 2020, respectively (in thousands):

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

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

As of September 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 $ 9.6 million.

As of September 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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However, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows.

HEALTHCARE TRUST OF AMERICA, INC.

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

Environmental Matters

We follow the policy of monitoring our properties for the presence of hazardous or toxic substances.

We routinely monitor our properties for the presence of hazardous or toxic substances.

While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our condensed consolidated financial position, results of operations or cash flows.

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Unfunded loan commitments include amounts undrawn on mezzanine loans.

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

As of September 30, 2021, unfunded loan commitments totaled $ 15.4 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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In addition, for each share of common stock issued or redeemed by HTA, HTALP issues or redeems a corresponding number of OP Units.

HEALTHCARE TRUST OF AMERICA, INC.

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

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 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 have been extended and mature on or about December 31, 2021.

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 replaced our prior ATM offering program that expired in February 2021.

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

During the nine months ended September 30, 2021, we issued 2.0 million shares of our common stock under our prior ATM program for net proceeds of approximately $ 53.7 million, adjusted for costs to borrow, equating to a net price to us of $ 26.87 per share of common stock.

Additionally, we have three outstanding forward sale arrangements pursuant to forward equity agreements under our prior ATM program, with total anticipated net proceeds of $ 218.8 million based on an average initial forward price of $ 29.49 , subject to adjustments as provided in the forward equity agreements.

All three of the arrangements have been extended and mature on 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 June 30, 2021, the remaining amount of common stock available for repurchase under our stock repurchase plan was $ 300.0 million.

As of September 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 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.

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, 2021 and 2020.

As of September 30, 2021, declared, but unpaid, dividends totaling $ 73.3 million were included in accounts payable and accrued liabilities.

On November 4, 2021, our Board of Directors announced a quarterly cash dividend of $ 0.325 per share of common stock and per OP Unit to be paid on January 11, 2022 to stockholders and unitholders of record on January 4, 2022.

HEALTHCARE TRUST OF AMERICA, INC.

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

Incentive Plan

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

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

As of September 30, 2021, there were 9,854,721 awards available for grant under the Plan.

Restricted Common Stock

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.

For the three and nine months ended September 30, 2021, we recognized compensation expense of $ 0.3 million and $ 5.0 million, respectively.

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

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

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

As of September 30, 2021, we had $ 8.3 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, 2021 and 2020, respectively:

September 30, 2021 September 30, 2020

Restricted Common Stock Weighted

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Ending balance 488,385 $ 28.39 442,229 $ 28.26

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

June 30, 2021 December 31, 2020

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

September 30, 2021 December 31, 2020

Carrying Amount Fair Value Carrying Amount Fair Value

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For further discussion of the assumptions considered, refer to Note 2 - Summary of Significant Accounting Policies.

HEALTHCARE TRUST OF AMERICA, INC.

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

Financial Instruments Reported at Fair Value - Non-Recurring

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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

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

September 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.

(1) During the nine months ended September 30, 2021, we recognized $ 16.8 million of impairment charges to the carrying value of two MOBs, one of which was sold as of September 30, 2021.

The estimated fair value as of September 30, 2021 for the remaining MOB was based on the purchase price set forth in an executed purchase option, less estimated closing costs.

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 have been extended and mature on or about December 31, 2021.

During the nine months ended September 30, 2021, we issued 2.0 million shares of our common stock under our ATM for net proceeds of approximately $ 53.7 million, adjusted for costs to borrow equating to a net price to us of $ 26.87 per share of common stock.

Additionally, we have three outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $ 218.8 million, based on an average initial forward price of $ 29.49 , subject to adjustments as provided in the forward equity agreements.

All three of the arrangements have been extended and mature on December 31, 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 the fair value of our shares.

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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 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.

The impact to our weighted-average shares - diluted was anti-dilutive in nature and, thus, approximately 96,000 and 324,000 shares were excluded from the calculation for the three and nine months ended September 30, 2021.

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 1.1 million and 0.8 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 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,

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

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

2021 2020 2021 2020

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

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

Net income (loss) $ 22,042 $ ( 6,932 ) $ 83,174 $ 25,001

Net loss (income) attributable to non-controlling interests ( 370 ) 105 ( 1,461 ) ( 438 )

Net income (loss) attributable to common stockholders $ 21,672 $ ( 6,827 ) $ 81,713 $ 24,563

Weighted average shares outstanding - basic 218,820 218,549 218,798 217,911

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Earnings per common share - basic

Net income attributable to common stockholders $ 0.17 $ 0.06 $ 0.27 $ 0.14

Net income (loss) attributable to common stockholders $ 0.10 $ ( 0.03 ) $ 0.37 $ 0.11

Earnings per common share - diluted

Net income attributable to common stockholders $ 0.17 $ 0.06 $ 0.27 $ 0.14

Net income (loss) attributable to common stockholders $ 0.10 $ ( 0.03 ) $ 0.37 $ 0.11

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 have been extended and mature on or about December 31, 2021.

All three of the arrangements have been extended and mature on 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.

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,

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, 2021 and 2020, respectively (in thousands, except per unit data):

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

2021 2020 2021 2020

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

Net income (loss) $ 22,042 $ ( 6,932 ) $ 83,174 $ 25,001

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

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

Net income (loss) attributable to common unitholders $ 22,042 $ ( 6,932 ) $ 83,174 $ 25,001

Weighted average OP Units outstanding - basic 222,811 222,101 222,470 221,521

2 unchanged sentences

Earnings per common unit - basic:

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

Net income (loss) attributable to common unitholders $ 0.10 $ ( 0.03 ) $ 0.37 $ 0.11

Earnings per common unit - diluted:

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

Net income (loss) attributable to common unitholders $ 0.10 $ ( 0.03 ) $ 0.37 $ 0.11

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

Six Months Ended June 30,

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

Nine Months Ended September 30,

Supplemental Disclosure of Cash Flow Information:

6 unchanged sentences

73,307 71,072

Issuance of OP Units in HTALP in connection with acquisitions 35,785 —

Redemption of non-controlling interest 859 8,685

1 unchanged sentence

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