8 unchanged sentences
Under the supervision and with the participation of HTA’s management, including its Chief Executive Officer and Chief Financial Officer, HTA conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
−Removed: Based on this evaluation, HTA’s Chief Executive Officer and HTA’s Chief Financial Officer concluded that HTA’s internal control over financial reporting was effective as of December 31, 2020.
+Added: Based on this evaluation, HTA’s Interim Chief Executive Officer and HTA’s Chief Financial Officer concluded that HTA’s internal control over financial reporting was effective as of December 31, 2021.
Our independent registered public accounting firm, Deloitte & Touche LLP, independently assessed the effectiveness of HTA’s internal control over financial reporting.
1 unchanged sentence
(c) Changes in internal control over financial reporting.
−Removed: There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2020 that have materially affected, or are reasonably believed to be likely to materially affect, our internal control over financial reporting.
−Removed: February 24, 2021
+Added: There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: March 1, 2022
Healthcare Trust of America Holdings, LP
2 unchanged sentences
As of December 31, 2021, an evaluation was conducted by HTALP under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
−Removed: Based on this evaluation, HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, on behalf of HTA in its capacity as general partner of HTALP, each concluded that HTALP’s disclosure controls and procedures were effective as of December 31, 2020.
+Added: Based on this evaluation, HTA’s Interim Chief Executive Officer and HTA’s Chief Financial Officer, on behalf of HTA in its capacity as general partner of HTALP, each concluded that HTALP’s disclosure controls and procedures were effective as of December 31, 2021.
(b) Management’s report on internal control over financial reporting.
4 unchanged sentences
(c) Changes in internal control over financial reporting.
−Removed: There were no changes in HTALP’s internal control over financial reporting that occurred during the year ended December 31, 2020 that have materially affected, or are reasonably believed to be likely to materially affect, HTALP’s internal control over financial reporting.
−Removed: February 24, 2021
+Added: There were no changes in HTALP’s internal control over financial reporting that occurred during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, HTALP’s internal control over financial reporting.
+Added: March 1, 2022
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
4 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2020, of the Company and our report dated February 24, 2021, expressed an unqualified opinion on those consolidated financial statements and financial statement schedules.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2021, of the Company and our report dated March 1, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
9 unchanged sentences
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that:
−Removed: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
+Added: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
4 unchanged sentences
Phoenix, Arizona
−Removed: February 24, 2021
+Added: March 1, 2022
Other Information
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this Item 10 is incorporated by reference to the material under the headings “Proposal 1:
−Removed: Election of Directors,” “Corporate Governance,” “Executive Officers” and “Delinquent Section 16(a) Reports,” in HTA’s definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2021.
+Added: The information required by this Item 10 will be set forth in the Proxy Statement and is incorporated herein by reference.
Executive Compensation
−Removed: The information required by this Item 11 is incorporated by reference to the material under the headings “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Compensation of Executive Officers” in HTA’s definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2021.
+Added: The information required by this Item 11 will be set forth in the Proxy Statement and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this Item 12 is incorporated by reference to the material under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plans” in HTA’s definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2021.
+Added: The information required by this Item 12 will be set forth in the Proxy Statement and is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this Item 13 is incorporated by reference to the material under the heading “Certain Relationships and Related Party Transactions” in HTA’s definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2021.
+Added: The information required by this Item 13 will be set forth in the Proxy Statement and is incorporated herein by reference.
Principal Accounting Fees and Services
−Removed: The information required by this Item 14 is incorporated by reference to the material under the heading “Relationship with Independent Registered Public Accounting Firm:
−Removed: Audit and Non-Audit Fees” in HTA’s definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2021.
+Added: The information required by this Item 14 will be set forth in the Proxy Statement and is incorporated herein by reference.
Exhibits, Financial Statement Schedules
1 unchanged sentence
(a)(1) Financial Statements:
−Removed: Reports of Independent Registered Public Accounting Firm
+Added: Reports of Independent Registered Public Accounting Firm (PCAOB ID:
Healthcare Trust of America, Inc.
33 unchanged sentences
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2021, expressed an unqualified opinion on the Company’s internal control over financial reporting.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
16 unchanged sentences
Impairment losses are recorded when indicators of impairment are present and the carrying amount of the asset is greater than the sum of future undiscounted cash flows expected to be generated by that asset over the remaining expected holding period.
−Removed: The Company's undiscounted future cash flows analysis and the assessment of expected remaining holding period requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, and capitalization rates.
+Added: The Company’s undiscounted future cash flows analysis and the assessment of expected remaining holding period requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, lease-up periods and capitalization rates.
Changes in these assumptions could have a significant impact on the real estate assets identified for further analysis.
−Removed: For the year ended December 31, 2020, no impairment loss has been recognized on real estate assets.
−Removed: Given the Company’s evaluation of possible indicators of impairment of real estate assets requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, and capitalization rates, performing audit procedures to evaluate the reasonableness of management's undiscounted future cash flows analysis and assessment of expected remaining holding period required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
+Added: For the year ended December 31, 2021, the Company recorded impairment charges of $22.9 million on its real estate investments.
+Added: Given the Company’s evaluation of the sum of future undiscounted cash flows expected to be generated by an asset over the remaining expected holding period when indicators of impairment are present requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, and capitalization rates, performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flows analysis and assessment of expected remaining holding period required a high degree of auditor judgment and an increased extent of effort, including the need to involve our
+Added: fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluation of real estate assets for possible indicators of impairment included the following, among others:
−Removed: • We tested the effectiveness of controls over management’s analysis for impairment indicators, including the identification of impairment indicator properties and the valuation methodologies and significant estimates and assumptions used by management to determine fair value measurements.
+Added: • We tested the effectiveness of controls over management’s analysis for impairment indicators, including the identification of impairment indicator properties and significant estimates and assumptions used by management in preparing undiscounted future cash flows analysis for properties with impairment indicators.
• We audited management’s impairment indicator analysis by:
2 unchanged sentences
◦ Conducting inquiries of property management, leasing, asset management, and other departments outside of the accounting department to determine if there might be additional indicators of impairment not identified by management.
−Removed: ◦ Performing site visits for select properties to assess the presence of any physical nonfinancial indications of impairment that may exist but were not identified by management.
−Removed: • With the assistance of our fair value specialists, we evaluated management’s fair value estimates for various properties that exhibited indicators of impairment by:
+Added: • With the assistance of our fair value specialists, we evaluated management’s undiscounted cash flow analysis for various properties that exhibited indicators of impairment by:
◦ Evaluating whether the valuation method used was in accordance with ASC 820, Fair Value Measurement .
−Removed: ◦ Evaluating the undiscounted future cash flows analysis, including estimates of future occupancy levels, rental rates, and capitalization rates, in addition to the assessment of expected remaining holding period for each real estate asset with possible impairment indicators by (1) evaluating the source information and assumptions used by management and (2) testing the mathematical accuracy of the undiscounted future cash flows analysis.
+Added: ◦ Evaluating the undiscounted future cash flows analysis, including estimates of future occupancy levels, rental rates, lease-up periods and capitalization rates, in addition to the assessment of expected remaining holding period for each real estate asset with possible impairment indicators by (1) evaluating the source information and assumptions used by management and (2) testing the mathematical accuracy of the undiscounted future cash flows analysis.
Investments in Real Estate - Refer to Notes 2 and 3 to the financial statements
2 unchanged sentences
The Company accounted for these acquisitions as asset acquisitions.
−Removed: Accordingly, the purchase price paid for assets acquired and liabilities assumed was allocated, based on relative fair value, to land, buildings and improvements, in-place leases, above or below market leases, and other intangible assets.
+Added: Accordingly, the purchase price for assets acquired and liabilities assumed was allocated, based on relative fair value, to land, buildings and improvements, in-place leases, above or below market leases, and other intangible assets.
The method for determining relative fair value varied depending on the type of asset or liability and involved management making significant estimates related to assumptions such as future cash flows, discount rates, and costs during the expected lease-up periods.
2 unchanged sentences
Our audit procedures related to the relative fair value of assets acquired and liabilities assumed for investments in real estate included the following, among others:
−Removed: • We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the identification of real estate assets, and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed.
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, (3) cost to replace certain assets, and (4) assumptions used in the discounted cash flows, including testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing our estimates to those used by management.
+Added: • We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the review of purchase price allocations prepared by third party specialists.
+Added: • For properties selected for further evaluation by our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, (3) cost to replace certain assets, and (4) assumptions used in the discounted cash flows, including testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing our estimates to those used by management.
• We assessed the reasonableness of management’s projections of rental revenue by comparing the assumptions used in the projections to external market sources, in-place lease agreements, historical data, and results from other areas of the audit.
1 unchanged sentence
Phoenix, Arizona
−Removed: February 24, 2021
+Added: March 1, 2022
We have served as the Company’s auditor since 2006.
25 unchanged sentences
Impairment losses are recorded when indicators of impairment are present and the carrying amount of the asset is greater than the sum of future undiscounted cash flows expected to be generated by that asset over the remaining expected holding period.
−Removed: The Company's undiscounted future cash flows analysis and the assessment of expected remaining holding period requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, and capitalization rates.
+Added: The Company’s undiscounted future cash flows analysis and the assessment of expected remaining holding period requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, lease-up periods and capitalization rates.
Changes in these assumptions could have a significant impact on the real estate assets identified for further analysis.
−Removed: For the year ended December 31, 2020, no impairment loss has been recognized on real estate assets.
−Removed: Given the Company’s evaluation of possible indicators of impairment of real estate assets requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, and capitalization rates, performing audit procedures to evaluate the reasonableness of management's undiscounted future cash flows analysis and assessment of expected remaining holding period required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
+Added: For the year ended December 31, 2021, the Company recorded impairment charges of $22.9 million on its real estate investments.
+Added: Given the Company’s evaluation of the sum of future undiscounted cash flows expected to be generated by an asset over the remaining expected holding period when indicators of impairment are present requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, and capitalization rates, performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flows analysis and assessment of expected remaining holding period required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluation of real estate assets for possible indicators of impairment included the following, among others:
−Removed: • We tested the effectiveness of controls over management’s analysis for impairment indicators, including the identification of impairment indicator properties and the valuation methodologies and significant estimates and assumptions used by management to determine fair value measurements.
+Added: • We tested the effectiveness of controls over management’s analysis for impairment indicators, including the identification of impairment indicator properties and significant estimates and assumptions used by management in preparing undiscounted future cash flows analysis for properties with impairment indicators.
• We audited management’s impairment indicator analysis by:
2 unchanged sentences
◦ Conducting inquiries of property management, leasing, asset management, and other departments outside of the accounting department to determine if there might be additional indicators of impairment not identified by management.
−Removed: ◦ Performing site visits for select properties to assess the presence of any physical nonfinancial indications of impairment that may exist but were not identified by management.
−Removed: • With the assistance of our fair value specialists, we evaluated management’s fair value estimates for various properties that exhibited indicators of impairment by:
+Added: • With the assistance of our fair value specialists, we evaluated management’s undiscounted cash flow analysis for various properties that exhibited indicators of impairment by:
◦ Evaluating whether the valuation method used was in accordance with ASC 820, Fair Value Measurement .
−Removed: ◦ Evaluating the undiscounted future cash flows analysis, including estimates of future occupancy levels, rental rates, and capitalization rates, in addition to the assessment of expected remaining holding period for each real estate asset with possible impairment indicators by (1) evaluating the source information and assumptions used by management and (2) testing the mathematical accuracy of the undiscounted future cash flows analysis.
+Added: ◦ Evaluating the undiscounted future cash flows analysis, including estimates of future occupancy levels, rental rates, lease-up periods and capitalization rates, in addition to the assessment of expected remaining holding period for each real estate asset with possible impairment indicators by (1) evaluating the source information and assumptions used by management and (2) testing the mathematical accuracy of the undiscounted future cash flows analysis.
Investments in Real Estate - Refer to Notes 2 and 3 to the financial statements
2 unchanged sentences
The Company accounted for these acquisitions as asset acquisitions.
−Removed: Accordingly, the purchase price paid for assets acquired and liabilities assumed was allocated, based on relative fair value, to land, buildings and improvements, in-place leases, above or below market leases, and other intangible assets.
+Added: Accordingly, the purchase price for assets acquired and liabilities assumed was allocated based on relative fair value, to land, buildings and improvements, in-place leases, above or below market leases, and other intangible assets.
The method for determining relative fair value varied depending on the type of asset or liability and involved management making significant estimates related to assumptions such as future cash flows, discount rates, and costs during the expected lease-up periods.
2 unchanged sentences
Our audit procedures related to the relative fair value of assets acquired and liabilities assumed for investments in real estate included the following, among others:
−Removed: • We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the identification of real estate assets, and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed.
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, (3) cost to replace certain assets, and (4) assumptions used in the discounted cash flows, including testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing our estimates to those used by management.
+Added: • We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the review of purchase price allocations prepared by third party specialists.
+Added: • For properties selected for further evaluation by our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, (3) cost to replace certain assets, and (4) assumptions used in the discounted cash flows, including testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing our estimates to those used by management.
• We assessed the reasonableness of management’s projections of rental revenue by comparing the assumptions used in the projections to external market sources, in-place lease agreements, historical data, and results from other areas of the audit.
1 unchanged sentence
Phoenix, Arizona
−Removed: February 24, 2021
+Added: March 1, 2022
We have served as the Company’s auditor since 2013.
11 unchanged sentences
6,167,829 6,110,165
+Added: Assets held for sale, net 27,070 —
Investment in unconsolidated joint venture 62,834 64,360
8 unchanged sentences
Accounts payable and accrued liabilities 198,078 200,358
+Added: Liabilities of assets held for sale 262 —
Derivative financial instruments - interest rate swaps 5,069 14,957
4 unchanged sentences
Commitments and contingencies
−Removed: Redeemable noncontrolling interests — —
+Added: Redeemable non-controlling interests — —
Preferred stock, $ 0.01 par value;
5 unchanged sentences
Additional paid-in capital 5,178,132 4,916,784
−Removed: Accumulated other comprehensive (loss) income ( 16,979 ) 4,546
+Added: Accumulated other comprehensive loss ( 7,041 ) ( 16,979 )
Cumulative dividends in excess of earnings ( 1,915,776 ) ( 1,727,752 )
Total stockholders’ equity 3,257,604 3,174,239
−Removed: Noncontrolling interests 60,680 72,635
+Added: Non-controlling interests 86,712 60,680
Total equity 3,344,316 3,234,919
8 unchanged sentences
Interest and other operating income
+Added: 3,150 551 513
Total revenues 767,073 738,965 692,040
7 unchanged sentences
Gain (loss) on sale of real estate, net 39,228 9,590 ( 154 )
+Added: Loss on sale of corporate asset, net ( 2,106 ) — —
Loss on extinguishment of debt, net — ( 27,726 ) ( 21,646 )
2 unchanged sentences
Net income $ 99,784 $ 53,508 $ 30,758
−Removed: Net income attributable to noncontrolling interests (1)
+Added: Net income attributable to non-controlling interests (1)
( 1,768 ) ( 890 ) ( 604 )
9 unchanged sentences
Diluted 224,215 221,666 209,605
−Removed: (1) Includes amounts attributable to redeemable noncontrolling interests.
+Added: (1) Includes amounts attributable to redeemable non-controlling interests for 2019.
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
Net income $ 99,784 $ 53,508 $ 30,758
−Removed: Other comprehensive (loss) income
−Removed: Change in unrealized (losses) gains on cash flow hedges ( 21,876 ) 4,316 34
+Added: Other comprehensive income (loss)
+Added: Change in unrealized gains (losses) on cash flow hedges 10,114 ( 21,876 ) 4,316
Total other comprehensive (loss) income 10,114 ( 21,876 ) 4,316
Total comprehensive income 109,898 31,632 35,074
−Removed: Comprehensive income attributable to noncontrolling interests
−Removed: ( 539 ) ( 615 ) ( 4,075 )
+Added: Comprehensive income attributable to non-controlling interests ( 1,944 ) ( 539 ) ( 615 )
Total comprehensive income attributable to common stockholders
4 unchanged sentences
(In thousands)
−Removed: Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Cumulative Dividends in Excess of Earnings Total Stockholders’ Equity Noncontrolling Interests Total Equity
+Added: 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
1 unchanged sentence
Issuance of common stock, net 11,096 112 322,106 — — 322,218 — 322,218
+Added: Issuance of OP Units in HTALP 2,603 2,603
+Added: Issuance of limited partner OP Units in connection with acquisitions — — — — — — 2,000 2,000
Share-based award transactions, net 319 3 10,124 — — 10,127 — 10,127
Repurchase and cancellation of common stock ( 487 ) ( 5 ) ( 12,173 ) — — ( 12,178 ) — ( 12,178 )
−Removed: Redemption of noncontrolling interest and other 195 2 5,193 — — 5,195 ( 5,195 ) —
+Added: Redemption of non-controlling interest and other 258 2 8,016 — — 8,018 ( 6,293 ) 1,725
Dividends declared ($ 1.250 per common share)
5 unchanged sentences
Issuance of OP Units in HTALP — — — — — — 1,378 1,378
−Removed: Issuance of limited partner OP Units in connection with acquisitions — — — — — — 2,000 2,000
Share-based award transactions, net 263 3 8,913 — — 8,916 — 8,916
Repurchase and cancellation of common stock ( 174 ) ( 2 ) ( 5,190 ) — — ( 5,192 ) — ( 5,192 )
−Removed: Redemption of noncontrolling interest and other 258 2 8,016 — — 8,018 ( 6,293 ) 1,725
+Added: Redemption of non-controlling interest and other 361 3 9,016 — — 9,019 ( 9,019 ) —
Dividends declared ($ 1.270 per common share)
1 unchanged sentence
Net income — — — — 52,618 52,618 890 53,508
−Removed: Other comprehensive income — — — 4,239 — 4,239 77 4,316
+Added: Other comprehensive loss — — — ( 21,525 ) — ( 21,525 ) ( 351 ) ( 21,876 )
Balance as of December 31, 2020 218,578 2,186 4,916,784 ( 16,979 ) ( 1,727,752 ) 3,174,239 60,680 3,234,919
3 unchanged sentences
Repurchase and cancellation of common stock ( 125 ) ( 1 ) ( 3,413 ) — — ( 3,414 ) — ( 3,414 )
−Removed: Redemption of noncontrolling interest and other 361 3 9,016 — — 9,019 ( 9,019 ) —
+Added: Redemption of non-controlling interest and other 617 6 6,347 — — 6,353 ( 6,353 ) —
Dividends declared ($ 1.290 per common share)
1 unchanged sentence
Net income — — — — 98,016 98,016 1,768 99,784
−Removed: Other comprehensive loss — — — ( 21,525 ) — ( 21,525 ) ( 351 ) ( 21,876 )
+Added: Other comprehensive income — — — 9,938 — 9,938 176 10,114
Balance as of December 31, 2021 228,880 $ 2,289 $ 5,178,132 $ ( 7,041 ) $ ( 1,915,776 ) $ 3,257,604 $ 86,712 $ 3,344,316
15 unchanged sentences
(Gain) loss on sale of real estate, net ( 39,228 ) ( 9,590 ) 154
−Removed: Loss (gain) on extinguishment of debt, net 27,726 21,646 ( 242 )
+Added: Loss on sale of corporate asset, net 2,106 — —
+Added: Loss on extinguishment of debt, net — 27,726 21,646
Changes in operating assets and liabilities:
7 unchanged sentences
Proceeds from the sale of real estate 87,628 22,939 4,880
+Added: Proceeds from the sale of corporate assets 10,127 — —
Capital expenditures ( 97,155 ) ( 74,743 ) ( 91,544 )
+Added: Other investment ( 6,000 ) — —
Collection of real estate notes receivable 15,405 907 739
Advances on real estate notes receivable ( 82,214 ) ( 6,000 ) —
−Removed: Net cash (used in) provided by investing activities ( 319,260 ) ( 667,289 ) 176,309
+Added: Net cash used in investing activities ( 399,855 ) ( 319,260 ) ( 667,289 )
Cash flows from financing activities:
10 unchanged sentences
Dividends paid ( 281,820 ) ( 275,816 ) ( 256,117 )
−Removed: Distributions paid to noncontrolling interest of limited partners ( 4,712 ) ( 8,758 ) ( 5,278 )
−Removed: Sale of noncontrolling interest — 1,234 —
−Removed: Net cash provided by (used in) financing activities 12,447 230,981 ( 498,735 )
+Added: Distributions paid to non-controlling interest of limited partners ( 5,420 ) ( 4,712 ) ( 8,758 )
+Added: Sale of non-controlling interest — — 1,234
+Added: Net cash (used in) provided by financing activities ( 47,457 ) 12,447 230,981
Net change in cash, cash equivalents and restricted cash ( 61,696 ) 81,149 ( 95,914 )
14 unchanged sentences
6,167,829 6,110,165
+Added: Assets held for sale, net 27,070 —
Investment in unconsolidated joint venture 62,834 64,360
8 unchanged sentences
Accounts payable and accrued liabilities 198,078 200,358
+Added: Liabilities of assets held for sale 262 —
Derivative financial instruments - interest rate swaps 5,069 14,957
4 unchanged sentences
Commitments and contingencies
−Removed: Redeemable noncontrolling interests — —
+Added: Redeemable non-controlling interests — —
Partners’ Capital:
13 unchanged sentences
Interest and other operating income
+Added: 3,150 551 513
Total revenues 767,073 738,965 692,040
7 unchanged sentences
Gain (loss) on sale of real estate, net 39,228 9,590 ( 154 )
−Removed: (Loss) gain on extinguishment of debt, net ( 27,726 ) ( 21,646 ) 242
+Added: Loss on sale of corporate asset, net ( 2,106 ) — —
+Added: Loss on extinguishment of debt, net — ( 27,726 ) ( 21,646 )
Income from unconsolidated joint venture 1,604 1,612 1,882
1 unchanged sentence
Net income $ 99,784 $ 53,508 $ 30,758
−Removed: Net income attributable to noncontrolling interests
−Removed: — ( 66 ) ( 89 )
+Added: Net income attributable to non-controlling interests — — ( 66 )
Net income attributable to common OP unitholders $ 99,784 $ 53,508 $ 30,692
13 unchanged sentences
Net income $ 99,784 $ 53,508 $ 30,758
−Removed: Other comprehensive (loss) income
−Removed: Change in unrealized (losses) gains on cash flow hedges ( 21,876 ) 4,316 34
−Removed: Total other comprehensive (loss) income ( 21,876 ) 4,316 34
+Added: Other comprehensive income (loss)
+Added: Change in unrealized gains (losses) on cash flow hedges 10,114 ( 21,876 ) 4,316
+Added: Total other comprehensive income (loss) 10,114 ( 21,876 ) 4,316
Total comprehensive income 109,898 31,632 35,074
−Removed: Comprehensive income attributable to noncontrolling interests
−Removed: — ( 66 ) ( 89 )
+Added: Comprehensive income attributable to non-controlling interests — — ( 66 )
Total comprehensive income attributable to common unitholders
9 unchanged sentences
11,096 322,218 — — 322,218
+Added: Issuance of limited partner OP Units — — — 2,603 2,603
Issuance of limited partner OP Units in connection with an acquisition
+Added: — — 163 2,000 2,000
Share-based award transactions, net
12 unchanged sentences
Issuance of limited partner OP Units — — 47 1,378 1,378
−Removed: Issuance of limited partner OP Units in connection with acquisitions — — 163 2,000 2,000
Share-based award transactions, net
7 unchanged sentences
Net income — 52,618 — 890 53,508
−Removed: Other comprehensive income — 4,239 — 77 4,316
+Added: Other comprehensive loss — ( 21,525 ) — ( 351 ) ( 21,876 )
Balance as of December 31, 2020 218,578 3,174,509 3,520 60,410 3,234,919
1 unchanged sentence
9,419 251,250 — — 251,250
−Removed: Issuance of limited partner OP Units
−Removed: — — 47 1,378 1,378
Issuance of limited partner OP Units in connection with acquisitions
+Added: — — 1,239 35,785 35,785
Share-based award transactions, net
7 unchanged sentences
— 98,016 — 1,768 99,784
−Removed: Other comprehensive loss — ( 21,525 ) — ( 351 ) ( 21,876 )
+Added: Other comprehensive income — 9,938 — 176 10,114
Balance as of December 31, 2021 228,880 $ 3,257,874 4,142 $ 86,442 $ 3,344,316
15 unchanged sentences
(Gain) loss on sale of real estate, net ( 39,228 ) ( 9,590 ) 154
−Removed: Loss (gain) on extinguishment of debt, net 27,726 21,646 ( 242 )
+Added: Loss on sale of corporate asset, net 2,106 — —
+Added: Loss on extinguishment of debt, net — 27,726 21,646
Changes in operating assets and liabilities:
7 unchanged sentences
Proceeds from the sale of real estate 87,628 22,939 4,880
+Added: Proceeds from the sale of corporate assets 10,127 — —
Capital expenditures ( 97,155 ) ( 74,743 ) ( 91,544 )
+Added: Other investment ( 6,000 ) — —
Collection of real estate notes receivable 15,405 907 739
Advances on real estate notes receivable ( 82,214 ) ( 6,000 ) —
−Removed: Net cash (used in) provided by investing activities ( 319,260 ) ( 667,289 ) 176,309
+Added: Net cash used in investing activities ( 399,855 ) ( 319,260 ) ( 667,289 )
Cash flows from financing activities:
10 unchanged sentences
Distributions paid to general partner ( 281,820 ) ( 275,816 ) ( 256,117 )
−Removed: Distributions paid to limited partners and redeemable noncontrolling interests
−Removed: ( 4,712 ) ( 8,758 ) ( 5,278 )
−Removed: Sale of noncontrolling interest — 1,234 —
−Removed: Net cash provided by (used in) financing activities 12,447 230,981 ( 498,735 )
+Added: Distributions paid to limited partners and redeemable non-controlling interests ( 5,420 ) ( 4,712 ) ( 8,758 )
+Added: Sale of non-controlling interest — — 1,234
+Added: Net cash (used in) provided by financing activities ( 47,457 ) 12,447 230,981
Net change in cash, cash equivalents and restricted cash ( 61,696 ) 81,149 ( 95,914 )
2 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unless otherwise indicated or unless the context requires otherwise the use of the words “we,” “us” or “our” refers to Healthcare Trust of America, Inc.
and Healthcare Trust of America Holdings, LP, collectively.
−Removed: HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Organization and Description of Business
13 unchanged sentences
As the virus continued to spread throughout the United States and other countries across the world, Federal, state and local governments took various actions including the issuance of “stay-at-home” orders, social distancing guidelines and ordering the temporary closure of non-essential businesses to limit the spread of COVID-19.
−Removed: While many businesses have reopened and vaccinations are being distributed to limited groups of the general population based on need, the economic uncertainty created by the COVID-19 pandemic and the potential for new strains of SARS-CoV-2 or entirely new types of viruses and/or global propagation of communicable disease continue to present risks to the Company and the future results of our operations.
−Removed: 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.
−Removed: These consequences include loss of revenues, increased expenses, difficulty in maintaining an active workforce, and constraints on our ability to secure capital or financing, among other factors.
+Added: 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.
+Added: Although we did not experience significant disruptions from the COVID-19 pandemic during the year ended December 31, 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.
+Added: These consequences include loss of revenues, increased expenses, increased costs of materials, difficulty in maintaining an active workforce, and constraints on our ability to secure capital or financing, among other factors.
Summary of Significant Accounting Policies
5 unchanged sentences
All inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements .
−Removed: Reclassifications
−Removed: Certain prior year amounts related to the presentation of derivative financial instruments - cash flow hedges on the accompanying consolidated balance sheets have been reclassified to conform to the current year presentation.
Principles of Consolidation
1 unchanged sentence
The portions of the HTALP operating partnership not owned by us are presented as non-controlling interests in our consolidated balance sheets and statements of operations, consolidated statements of comprehensive income or loss, consolidated statements of equity, and consolidated statements of changes in partners’ capital.
−Removed: The portions of other joint venture arrangements not owned by us are presented as redeemable noncontrolling interests on the accompanying consolidated balance sheets.
−Removed: Holders of OP Units are considered to be noncontrolling interest holders in HTALP and their ownership interests are reflected as equity on the accompanying consolidated balance sheets.
−Removed: Further, a portion of the earnings and losses
+Added: The portions of other joint venture arrangements not owned by us are presented as redeemable non-controlling interests on the accompanying consolidated balance sheets.
+Added: 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 consolidated balance sheets.
+Added: Further, a portion of the earnings and losses of HTALP are allocated to non-controlling interest holders based on their respective ownership percentages.
+Added: Upon conversion
HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
−Removed: of HTALP are allocated to noncontrolling interest holders based on their respective ownership percentages.
−Removed: 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.
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity.
As of December 31, 2021, 2020 and 2019, there were approximately 4.1 million, 3.5 million and 3.8 million, respectively, of OP Units issued and outstanding.
29 unchanged sentences
Differences between rental income recognized and amounts contractually due under the lease agreements are recorded as straight-line rent receivables.
−Removed: If we determine that collectibility of future minimum lease payments is not probable, the straight-line rent receivable balance is written off and recognized as a decrease in revenue in that period.
+Added: If we determine that collectability of future minimum lease payments is not probable, the straight-line rent receivable balance is written off and recognized as a decrease in revenue in that period.
Tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for real estate taxes, common area maintenance and other certain operating expenses are recognized as revenue on a gross basis in the period in which the related recoverable expenses are incurred.
3 unchanged sentences
Rental income is reported net of amortization of inducements.
−Removed: Effective January 1, 2018, with the adoption of Topic 606 - Revenue from Contracts with Customers and corresponding amendments, the revenue recognition process is now based on a five-step model to account for revenue arising from contracts
+Added: Effective January 1, 2018, with the adoption of Topic 606 - Revenue from Contracts with Customers and corresponding amendments, the revenue recognition process is now based on a five-step model to account for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance.
+Added: Topic 606 requires an entity to recognize
HEALTHCARE TRUST OF AMERICA, INC.
AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
−Removed: with customers and supersedes most of the existing revenue recognition guidance.
−Removed: Topic 606 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
+Added: revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
We have identified all of our revenue streams and we have concluded that rental income from leasing arrangements represents a substantial portion of our revenue and, therefore, is specifically excluded from Topic 606 and will be governed under Topic 842 - Leases.
43 unchanged sentences
Refer to Note 7 - Leases in the accompanying notes to the consolidated financial statements for more detail relating to our leases.
−Removed: Through the duration of the COVID-19 pandemic, many lessors may elect to provide rent deferrals and other lease concessions to lessees.
−Removed: While the lease modification guidance in Accounting Standards Codification (“ASC”) Topic 842 ("Topic 842") addresses routine changes to lease terms resulting from negotiations between the lessee and the lessor, this guidance did not contemplate concessions getting rapidly executed to address the sudden liquidity constraints of some lessees arising from the COVID-19 pandemic.
−Removed: In April 2020, the Financial Accounting Standards Board (“FASB”) staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic.
−Removed: Under existing lease guidance, we would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework).
−Removed: The Lease Modification Q&A allows us, if certain criteria have been met, to bypass the lease by lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances.
−Removed: In conformity with this guidance, we have elected to apply such relief and will use the election so as not to perform a lease by lease analysis where conditions warrant.
−Removed: The Lease Modification Q&A had no material impact on our consolidated financial statements as of and for the year ended December 31, 2020, however, its future impact to us is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by us at the time of entering into any such concessions.
−Removed: For the year ended December 31, 2020, changes to our leases as a result of COVID-19 have been in two categories.
+Added: Through the duration of the COVID-19 pandemic, changes to our leases as a result of COVID-19 have been in two categories.
Leases are categorized based upon the impact of the modification on its cash flows.
3 unchanged sentences
However, we have continued to recognize revenue and straight line revenue for amounts subject to deferral agreements in accordance with Topic 842.
−Removed: In total, we have approved deferral plans that total approximately $ 11.1 million, of which approximately $ 7.3 million have been repaid through December 31, 2020.
+Added: In 2020, which is the period that we believe constituted the majority of our COVID-19-related deferral request, we approved deferral plans totaling approximately $ 11.1 million, of which approximately $ 10.8 million have been repaid through December 31, 2021.
The second category is early renewals, where the Company renewed lease arrangements prior to their contractual expirations, providing concession at the commencement of the lease in exchange for additional term, on average approximately three years.
1 unchanged sentence
Cash flows are impacted over the long term as customary free rent, at an average of three months in conjunction with these agreements, and is offset by substantively more term and/or increased rental rates.
−Removed: Subsequent to December 31, 2020, the Company has entered into minimal new deferral arrangements or early renewal leases with substantive amounts of free rent or other forms of concession at the onset of the lease.
−Removed: HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
+Added: During the year ended December 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.
+Added: The Lease Modification Q&A had no material impact on our condensed consolidated financial statements as of and for the year ended December 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.
We capitalize interest, direct and indirect project costs associated with the initial construction up to the time the property is substantially complete and ready for its intended use.
3 unchanged sentences
We cease capitalization of all project costs on extended lease-up periods when significant activities have ceased, which does not exceed the shorter of a one-year period after the completion of the building shell or when the property attains 90% occupancy.
+Added: HEALTHCARE TRUST OF AMERICA, INC.
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Real Estate Held for Sale
−Removed: We consider properties as held for sale once management commits to a plan to sell the property and has determined that the sale is probable and expected to occur within one year.
+Added: We consider properties held for sale once management commits to a plan to sell the property and has determined that the sale is probable and expected to occur within one year.
Upon classification as held for sale, we record the property at the lower of its carrying amount or fair value, less costs to sell, and cease depreciation and amortization.
The fair value is generally based on discounted cash flow analyses, which involve management’s best estimate of market participants’ holding period, market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements.
−Removed: As of December 31, 2020, there were no assets classified as held for sale.
−Removed: As of December 31, 2019, we had assets held for sale of $ 4.0 million which are included in receivables and other assets, net in the accompanying consolidated balance sheet.
+Added: As of December 31, 2021, we classified a single-tenant MOB located in the greater Atlanta, Georgia market as real estate held for sale on the accompanying consolidated balance sheets.
+Added: As of December 31, 2020, the Company had no properties classified as held for sale.
+Added: The following table represents the major classes of assets and liabilities, and the balance sheet classification as of December 31, 2021 (in thousands):
+Added: December 31, 2021
+Added: Buildings and Improvements 27,408
+Added: Lease intangibles 4,769
+Added: Accumulated depreciation and amortization ( 8,148 )
+Added: Real estate assets held for sale, net 26,430
+Added: Receivables and other assets, net 640
+Added: Assets held for sale, net $ 27,070
+Added: Intangible liabilities, net $ 262
+Added: Liabilities of assets held for sale $ 262
Recoverability of Real Estate Investments
Real estate investments are evaluated for potential impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.
+Added: Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net income, significant decreases in occupancy percentage, changes in management’s intent with respect to the properties and prevailing market conditions.
Impairment losses are recorded when indicators of impairment are present and the carrying amount of the asset is greater than the sum of future undiscounted cash flows expected to be generated by that asset over the remaining expected holding period.
1 unchanged sentence
The fair value is generally based on discounted cash flow analyses.
−Removed: In performing the analysis we consider executed sales agreements or management’s best estimate of market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements.
−Removed: For the years ended December 31, 2020 and 2019, we recorded no impairment charges.
−Removed: During the year ended December 31, 2018, we recorded impairment charges of $ 8.9 million.
+Added: In performing the analyses we consider executed sales agreements or management’s best estimate of market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements.
+Added: For the year ended December 31, 2021, we recorded impairment charges of $ 22.9 million.
+Added: During each of the years ended December 31, 2019 and 2020, we recorded no impairment charges.
Real Estate Notes Receivable
−Removed: We evaluate the carrying values of real estate notes receivable on an individual basis.
−Removed: Management periodically evaluates the realizability of future cash flows from real estate notes receivable when events or circumstances, such as the non-receipt of principal and interest payments and/or significant deterioration of the financial condition of the borrower, indicate that the carrying amount of the real estate notes receivable may not be recoverable.
−Removed: An impairment loss is recognized in current period earnings and is calculated as the difference between the carrying amounts of the real estate notes receivable and the discounted cash flows expected to be received, or if foreclosure is probable, the fair value of the collateral securing the real estate notes receivable.
−Removed: For the years ended December 31, 2020, 2019 and 2018, there were no impairment losses.
−Removed: Credit Losses
−Removed: The Company adopted Topic 326 - Financial Instruments - Credit Losses as of January 1, 2020.
−Removed: See "Recently Issued or Adopted Accounting Pronouncements" below for further information.
−Removed: 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.
−Removed: During the year ended December 31, 2020, we financed as the lender, a one-year , $ 6 million loan to which we held a first trust deed in the underlying property as collateral.
−Removed: In October 2020, the note receivable was satisfied in connection with the acquisition of the underlying property.
−Removed: Accordingly, no credit losses were recorded for the year ended December 31, 2020 and we have no remaining instruments in scope of Topic 326.
+Added: Real estate notes receivable consist 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.
+Added: 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.
+Added: During the year ended December 31, 2021, we originated three mezzanine loans with commitments totaling $ 60.1 million, at an annual interest rate of 8 %, maturing in 2024.
+Added: Unpaid interest is capitalized, with principal and any unpaid interest due on the maturity date.
+Added: As of December 31, 2021, mezzanine loans outstanding, including accrued interest totaled $ 54.8 million, net of unamortized loan fees.
+Added: Additionally, during the year ended December 31, 2021, we originated a mortgage loan of $ 15.0 million, at an annual interest rate of 10 %, maturing in 2022.
+Added: Interest on the mortgage loan was prefunded through an interest reserve and will be recognized as interest income through maturity, with principal and any unpaid interest due on the maturity date.
+Added: As of December 31, 2021, real estate notes receivable, net totaled $ 69.1 million.
+Added: During the year ended December 31, 2021, we recognized interest income of $ 2.8 million related to real estate notes receivable.
+Added: HEALTHCARE TRUST OF AMERICA, INC.
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
+Added: The following table summarizes real estate notes receivable as of December 31, 2021 (in thousands):
+Added: Stated Interest Rate Maximum Loan Commitment Outstanding Loan Amount
+Added: Origination Date Maturity Date December 31, 2021
+Added: Mezzanine Loans - Texas (1)
+Added: 6/24/2021 6/24/2024 8 % $ 54,119 $ 49,319
+Added: Mezzanine Loan - North Carolina 12/22/2021 12/22/2024 8 % 6,000 6,000
+Added: Mortgage Loan - Texas 6/30/2021 7/1/2022 10 % 15,000 15,000
+Added: Accrued interest receivable 54
+Added: Unamortized fees and costs ( 526 )
+Added: Unearned revenue ( 733 )
+Added: (1) Interest on these mezzanine loans is accrued and funded utilizing interest reserves, which is included in the maximum loan commitment, and such accrued interest is added to the note receivable balance.
+Added: 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.
+Added: 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.
+Added: Accordingly, we have recorded no reserve for credit loss as of December 31, 2021.
Unconsolidated Joint Ventures
2 unchanged sentences
As of December 31, 2021 and 2020, we had a 50 % interest in one such investment with a carrying value and maximum exposure to risk of $ 62.8 million and $ 64.4 million, respectively, which is recorded in investment in unconsolidated joint venture in the accompanying consolidated balance sheets.
−Removed: We record our share of net income in income from unconsolidated joint venture in the accompanying consolidated statements
−Removed: HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
−Removed: of operations.
−Removed: For the years ended December 31, 2020, 2019, and 2018, we recognized income of $ 1.6 million, $ 1.9 million, and $ 1.7 million, respectively.
+Added: We record our share of net income in income from unconsolidated joint venture in the accompanying consolidated statements of operations.
+Added: For the years ended December 31, 2021, 2020, and 2019, we recognized income from unconsolidated joint venture of $ 1.6 million, $ 1.6 million, and $ 1.9 million, respectively.
Derivative Financial Instruments
11 unchanged sentences
Additionally, as a result of the adoption of ASU 2017-12, we no longer disclose the ineffective portion of the change in fair value of our derivatives financial instruments designated as hedges.
−Removed: The valuation of our derivative financial instruments are determined with the assistance of an independent valuation specialist using a proprietary model that utilizes widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative and observable inputs.
+Added: The valuation of our derivative financial instruments is determined with the assistance of an independent valuation specialist using a proprietary model that utilizes widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative and observable inputs.
The proprietary model reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates and implied volatilities.
−Removed: The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts.
+Added: The fair values of interest rate swaps are determined using the market standard
+Added: HEALTHCARE TRUST OF AMERICA, INC.
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
+Added: methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts.
The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.
10 unchanged sentences
We use fair value measurements to record fair value of certain assets and to estimate fair value of financial instruments not recorded at fair value but required to be disclosed at fair value.
−Removed: HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Receivables and Other Assets
8 unchanged sentences
See Note 11 - Stockholders’ Equity and Partners’ Capital for further discussion.
−Removed: Redeemable Noncontrolling Interests
−Removed: We account for redeemable equity securities in accordance with ASU 2009-04 Liabilities (Topic 480):
−Removed: Accounting for Redeemable Equity Instruments, which requires that equity securities redeemable at the option of the holder, not solely within our control, be classified outside permanent stockholders’ equity.
−Removed: We classify redeemable equity securities as redeemable noncontrolling interests in the accompanying consolidated balances sheets.
−Removed: Accordingly, we record the carrying amount at the greater of the initial carrying amount (increased or decreased for the noncontrolling interest’s share of net income or loss and distributions) or the redemption value.
−Removed: We measure the redemption value and record an adjustment to the carrying value of the equity securities as a component of redeemable noncontrolling interest.
−Removed: As of December 31, 2019, all redeemable noncontrolling interests have either converted their interest to OP Units or received cash proceeds due to the last exercisable put option that lapsed on June 30, 2019.
−Removed: Refer to Note 11 - Redeemable Noncontrolling Interests in the accompanying notes to the consolidated financial statements for more detail relating to our redeemable noncontrolling interests.
−Removed: Noncontrolling Interests
−Removed: HTA’s net income attributable to noncontrolling interests in the accompanying consolidated statements of operations relate to both noncontrolling interest reflected within equity and redeemable noncontrolling interests reflected outside of equity in the accompanying consolidated balance sheets.
−Removed: OP Units, including LTIP awards, are accounted for as partners’ capital in HTALP’s accompanying consolidated balance sheets and as noncontrolling interest reflected within equity in HTA’s accompanying consolidated balance sheets.
+Added: Non-controlling Interests
+Added: HTA’s net income attributable to non-controlling interests in the accompanying consolidated statements of operations relate to non-controlling interest reflected within equity.
+Added: OP Units, including LTIP awards, are accounted for as partners’ capital in HTALP’s accompanying consolidated balance sheets and as non-controlling interest reflected within equity in HTA’s accompanying consolidated balance sheets.
HTA believes that it has qualified to be taxed as a REIT under the provisions of the Code, beginning with the taxable year ending December 31, 2007 and it intends to continue to qualify to be taxed as a REIT.
1 unchanged sentence
As a REIT, HTA is generally not subject to federal income tax on net income that it distributes to its stockholders, but it may be subject to certain state or local taxes and fees.
+Added: HEALTHCARE TRUST OF AMERICA, INC.
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
If HTA fails to qualify as a REIT in any taxable year, it will then be subject to U.S.
8 unchanged sentences
The tax basis exceeded the carrying amount of the net real estate assets reported in our accompanying consolidated balance sheet by approximately $ 766.9 million as of December 31, 2021, primarily due to the differences in depreciation and amortization.
−Removed: HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Concentration of Credit Risk
2 unchanged sentences
however, we regularly monitor the financial stability of these financial institutions and believe we are not currently exposed to any significant default risk with respect to these deposits.
−Removed: As of December 31, 2020, we had cash balances of $ 121.1 million in excess of Federal Deposit Insurance Corporation insured limits.
+Added: As of December 31, 2021, we had cash balances at financial institutions of $ 62.5 million in excess of Federal Deposit Insurance Corporation insured limits.
Segment Disclosure
2 unchanged sentences
As each of our assets has similar economic characteristics, long-term financial performance, tenants, and products and services, our assets have been aggregated into one reportable segment.
+Added: Related Party Aircraft Use
+Added: HTA owns an airplane that is used for business purposes.
+Added: The Chief Executive Officer of the Company is permitted to use the aircraft for personal travel and, pursuant to a policy adopted by HTA relating to such personal use, the Company is reimbursed by the executive for the incremental costs of using the aircraft for personal travel.
Recently Issued or Adopted Accounting Pronouncements
Recently Adopted Accounting Pronouncements
−Removed: ASU 2016-13, Financial Instruments Credit Losses;
−Removed: Measurement of Credit Losses on Financial Instruments and ASU 2018-19, 2019-04 and 2019-05, Improvements to Topic 326, Financial Instruments-Credit Losses
−Removed: In June 2016, the FASB issued ASU 2016-13, which is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments.
−Removed: ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis.
−Removed: ASU 2018-19 also clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20.
−Removed: Instead, impairment of these receivables should be accounted for in accordance with Topic 842, Leases.
−Removed: ASU 2019-04 provides clarification on the measurement, presentation and disclosure of credit losses on financial assets.
−Removed: ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis for comparability to any new financial assets that elect the fair value option.
−Removed: We adopted ASU 2016-13, ASU 2018-19, ASU 2019-04 and ASU 2019-05 collectively as of January 1, 2020.
+Added: S-X Rule 13-01
+Added: In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities.
+Added: The rule became effective on January 4, 2021, at which time we adopted S-X Rule 13-01.
The adoption did not have a material effect on our financial statements and related footnotes.
−Removed: See the "Credit Losses" section above for further details.
−Removed: ASU 2018-13, Fair Value Measurement;
−Removed: Changes to the Disclosure Requirements for Fair Value Measurement
−Removed: In August 2018, the FASB issued ASU 2018-13, which modifies the disclosure requirements on fair value measurements in Topic 820 as follows:
−Removed: (a) disclosure removals:
−Removed: (i) the amount of and reasons for transfers between Level 1 and Level 2;
−Removed: (ii) the policy for timing of transfers between levels;
−Removed: and (iii) the valuation process for Level 3 fair value measurements;
−Removed: (b) disclosure modifications:
−Removed: (i) no requirement to disclose the timing of liquidation unless the investee has communicated the timing to the reporting entity or announced the timing publicly;
−Removed: and (ii) for Level 3 fair value measurements, a narrative description of measurement uncertainty at the reporting date, not the sensitivity to future changes;
−Removed: and (c) disclosure additions:
−Removed: (i) for recurring Level 3 measurements, disclose the changes in unrealized gains and losses for the period included in OCI and the statement of comprehensive income;
−Removed: and (ii) for Level 3 fair value measurements in the table of significant input, disclose the range and weighted average of the significant unobservable inputs and the way it is calculated.
−Removed: We adopted ASU 2018-13 as of January 1, 2020 and as of December 31, 2020 there were no transfers between levels and no Level 3 inputs for the period.
−Removed: Refer to Note 13 - Fair Value of Financial Instruments in the accompanying notes to the consolidated financial statements for more detail relating to our fair value disclosures.
Recently Issued Accounting Pronouncements
ASU 2021-01, Reference Rate Reform (Topic 848)
−Removed: In March 2020, the FASB issued ASU 2020-04, which is intended to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.
−Removed: Reference rate reform is necessary due to the phase out of LIBOR at the end of 2021.
−Removed: The ASU is optional and provides relief around modification and hedge accounting as it specifically arises from changing reference rates, in addition to optional expedients for cash flow hedges, which the Company has.
+Added: In January 2021, the FASB issued ASU 2021-01, which amends the scope of ASU 2020-04.
+Added: The amendments of ASU 2021-01 clarify that certain optional expedients and exceptions to Topic 848 for contract modification and hedge accounting apply to derivatives that are affected by the discounting transition.
For information related to the Company's current cash flow hedges, refer to Note 9 - Derivative Financial Instruments and Hedging Activities.
−Removed: The amendment is effective from March 12, 2020 through December 31, 2022.
−Removed: The Company is evaluating how the transition away from LIBOR will affect the Company and if the guidance in this standard will be adopted, however, if adopted, we do not expect that this ASU will have a material impact on our financial statements.
+Added: The amendments are elective and effective immediately for contract modifications made through December 31, 2022.
+Added: 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.
+Added: ASU 2021-05, Leases (Topic 842):
+Added: Lessors - Certain Leases with Variable Lease Payments
+Added: 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.
+Added: The update provides criteria, that if met, the lease would be classified and accounted for as an operating lease.
+Added: The update is effective for reporting periods beginning after December 15, 2021, with early adoption permitted.
+Added: At this time, the Company does not expect that the adoption of this standard will have a material impact on our financial statements.
HEALTHCARE TRUST OF AMERICA, INC.
17 unchanged sentences
(1) Other, net, consisted primarily of tenant improvements and capital expenditures received as credits at the time of acquisition.
+Added: Subsequent to December 31, 2021, we completed an investment with a purchase price of $ 19.0 million.
+Added: purchase price of this investment was subject to certain post-closing adjustments.
+Added: Due to the recent timing of the
+Added: acquisition of this investment, we have not completed our purchase price allocation with respect to this investment and,
+Added: therefore, cannot provide disclosures at this time similar to those contained above in Note 3 - Investments in Real Estate to our
+Added: consolidated financial statements.
The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the years ended December 31, 2021, 2020 and 2019, respectively (in years):
4 unchanged sentences
Dispositions and Impairment
+Added: During the year ended December 31, 2021, we completed the disposition of fifteen MOBs, located in Tennessee, Virginia, Minnesota and Ohio for an aggregate gross sales price of $ 88.3 million, representing approximately 599,000 square feet of GLA, in addition to the sale of our interest in a land parcel in Connecticut 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 $ 39.2 million.
During the year ended December 31, 2020, we completed the disposition of one MOB, located in Kansas City for an aggregate gross sales price of $ 24.3 million, representing approximately 69,000 square feet of GLA, and generating net gains of approximately $ 7.6 million.
Additionally, during the year ended December 31, 2020, we sold part of our interest in undeveloped land in Miami, Florida for a gross sales price of $ 7.6 million which resulted in a net gain of approximately $ 2.0 million.
−Removed: During the year ended December 31, 2019, we completed the disposition of four MOBs, located in South Carolina and New Mexico for an aggregate gross sales price of $ 4.9 million, representing approximately 51,000 square feet of GLA, and generating net losses of approximately $ 0.2 million.
−Removed: During the year ended December 31, 2018, we completed the disposition of 20 MOBs primarily located in Greenville, South Carolina for an aggregate gross sales price of $ 308.6 million, representing approximately 1.2 million square feet of GLA, and generating net gains of $ 166.0 million.
−Removed: These dispositions consisted of the following:
−Removed: ◦ In August 2018, we completed the Greenville Disposition, which consisted of 17 MOBs for an aggregate gross sales price of $ 294.3 million in two transactions, representing approximately 1.0 million square feet of GLA and included a single MOB which we classified as held for sale as of June 30, 2018.
−Removed: ◦ Additionally, we completed the disposition of three MOBs located in Derry, NH, North Adams, MA and Memphis, TN for an aggregate gross sales price of $ 14.3 million, representing approximately 0.2 million square feet of GLA.
−Removed: During each of the years ended December 31, 2020 and 2019, we recorded no impairment charges after consideration of the impacts, on a qualitative and quantitative basis, of the ongoing COVID-19 pandemic.
−Removed: 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
+Added: During the year ended December 31, 2019, we completed the disposition of four MOBs, located in South Carolina and New Mexico for an aggregate gross sales price of $ 4.9 million, representing approximately 51,000 square feet of GLA, and generating net losses of $ 0.2 million.
+Added: Subsequent to December 31, 2021, we closed a tenant purchase option transaction on a property located in Georgia for a gross sales price of $ 26.8 million.
+Added: This property is properly classified as held for sale as of December 31, 2021.
+Added: For more details, see Note 2 - Summary of Significant Accounting Policies in the “Real Estate Held for Sale” section.
HEALTHCARE TRUST OF AMERICA, INC.
AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
−Removed: recorded values of these assets may be at risk.
−Removed: Accordingly, we will continue to apply the applicable accounting guidance in our consideration of our ongoing impairment analysis as conditions warrant.
−Removed: During the year ended December 31, 2018, we recorded impairment charges of $ 8.9 million on six MOBs located in Tennessee, Texas and South Carolina.
+Added: During the year ended December 31, 2021, we recorded impairment charges of $ 22.9 million on four properties, one of which was sold as of December 31, 2021.
+Added: The other three properties are located in Georgia, Texas and New Mexico.
+Added: During each of the years ended December 31, 2020 and 2019, we recorded no impairment charges.
+Added: For more details, see Note 2 - Summary of Significant Accounting Policies in the “Recoverability of Real Estate Investments” section.
Intangible Assets and Liabilities
21 unchanged sentences
$ ( 2,638 ) $ ( 4,056 ) $ ( 4,422 )
−Removed: Rental expense related to above and (below) market leasehold interests (1)
Amortization expense related to in place leases and tenant relationships
45,447 55,138 60,363
−Removed: (1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of rental expense related to above and below market leasehold interests for the year ended December 31, 2019 does not conform to the prior year presentation.
−Removed: As of December 31, 2020, the amortization of intangible assets and liabilities is as follows (in thousands):
+Added: As of December 31, 2021, the expected future amortization of intangible assets and liabilities is as follows (in thousands):
Year Assets Liabilities
18 unchanged sentences
Prepaid expenses, deposits, equipment and other, net 38,301 46,114
−Removed: Derivative financial instruments - interest rate swaps — 3,011
+Added: Real estate notes receivable, net 69,114 —
Finance ROU asset, net 16,284 7,764
−Removed: Insurance receivable (1)
−Removed: Held for sale assets — 3,984
Total $ 334,941 $ 251,728
−Removed: (1) Amount in 2019 primarily relates to an involuntary conversion at one of our properties.
−Removed: In 2020, the damages were fully recovered from our insurance company less our deductible.
The following is a summary of the amortization of deferred leasing costs and financing costs for the years ended December 31, 2021, 2020 and 2019, respectively (in thousands):
3 unchanged sentences
$ 8,831 $ 8,755 $ 7,976
−Removed: Interest expense related to deferred financing costs 1,724 1,724 1,724
−Removed: As of December 31, 2020, the amortization of deferred leasing costs and financing costs is as follows (in thousands):
+Added: Interest expense related to amortization of deferred financing costs 1,753 1,724 1,724
+Added: As of December 31, 2021, the expected future amortization of deferred leasing costs and financing costs is as follows (in thousands):
2022 $ 10,287
13 unchanged sentences
As of December 31, 2021, we have no new ground leases or corporate leases that have not yet commenced.
−Removed: During the year ended December 31, 2020, we commenced four new ground leases as part of building acquisitions made during the year.
−Removed: Two of the ground leases were prepaid at the time of property acquisition and the other two were analyzed and classified as finance leases.
−Removed: Additionally, two ground leases previously classified as finance leases were terminated, as we acquired the underlying land through purchase options.
+Added: During the year ended December 31, 2021, we assumed five new ground leases as part of building acquisitions made during the year.
+Added: The new ground leases were analyzed and three were classified as finance leases and two were classified as operating leases.
+Added: Additionally, during the year ended December 31, 2021, nine of our in-place operating ground leases were removed as a result of property dispositions.
+Added: For more details on the dispositions, refer to Note 4 - Dispositions and Impairment.
HEALTHCARE TRUST OF AMERICA, INC.
26 unchanged sentences
Leases also provide for additional rents based on certain operating expenses.
−Removed: For the years ended December 31, 2020 and 2019, we recognized $ 732.5 million and $ 686.2 million, respectively, of rental and other lease-related income related to our operating leases, of which $ 169.1 million and $ 154.3 million, respectively, were variable lease payments.
+Added: For the years ended December 31, 2021, 2020 and 2019, we recognized $ 761.7 million, $ 732.5 million and $ 686.2 million, respectively, of rental and other lease-related income related to our operating leases, of which $ 175.7 million, $ 169.1 million and $ 154.3 million, respectively, were variable lease payments.
The following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of December 31, 2021 under Topic 842 (in thousands):
15 unchanged sentences
Unsecured Revolving Credit Facility due 2025
−Removed: In 2017, HTALP entered into an amended and restated $ 1.3 billion unsecured credit agreement (the “Unsecured Credit Agreement”) which increased the amount available under the unsecured revolving credit facility to $ 1.0 billion and extended the maturities of the unsecured revolving credit facility to June 30, 2022 and for the $ 300.0 million unsecured term loan referenced below until February 1, 2023.
+Added: 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”).
+Added: The Credit Agreement extended the maturities of the unsecured revolving credit facility and the unsecured term loan to October 31, 2025.
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.
−Removed: 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.
−Removed: 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.
−Removed: As of December 31, 2020, HTALP had no outstanding balance under the unsecured revolving credit facility.
−Removed: The current margin associated with any future borrowings is 1.00 % per annum and the facility fee is 0.20 % per annum.
+Added: Borrowings under the Revolver bears interest at a per annum rate equal to LIBOR plus a margin ranging from 0.725 % to 1.40 % based on our credit rating.
+Added: 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.
+Added: We incurred financing costs of $ 6.2 million in relation to the credit facility, which are being amortized through the maturity date.
+Added: As of December 31, 2021, we had no outstanding balance under this unsecured revolving credit facility.
+Added: The margin associated with our borrowings was 0.85 % per annum and the facility fee was 0.20 % per annum.
+Added: Accrued interest under the Credit Agreement is payable quarterly and at maturity.
+Added: 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.
+Added: The other terms of the Credit Agreement prior to the amendment thereof remain substantially unchanged.
$ 300.0 Million Unsecured Term Loan due 2025
−Removed: In 2017, we entered into the Unsecured Credit Agreement as noted above.
−Removed: As part of this agreement, we obtained a $ 300.0 million unsecured term loan that was guaranteed by HTA with a maturity date of February 1, 2023.
−Removed: 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.
+Added: 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 October 31, 2025.
+Added: Borrowings under this unsecured term loan bear interest at a per annum rate equal to LIBOR, plus a margin ranging from 0.80 % to 1.60 % per annum based on our credit rating.
The margin associated with our borrowings as of December 31, 2021 was 0.95 % per annum.
−Removed: Including the impact of the interest rate swaps associated with our unsecured term loan, the interest rate was 2.52 % per annum, based on our current credit rating.
−Removed: As of December 31, 2020, HTALP had $ 300.0 million under this unsecured term loan outstanding.
+Added: We incurred financing costs of $ 1.8 million in relation to the unsecured term loan, which are being amortized through the maturity date.
+Added: We have interest rate swaps hedging the floating interest rate, which resulted in a fixed rate of 2.37 % per annum, based on our current credit rating.
+Added: The current hedging arrangement matures on February 1, 2023.
+Added: As of December 31, 2021, we had $ 300.0 million under this unsecured term loan outstanding.
$ 200.0 Million Unsecured Term Loan due 2024
6 unchanged sentences
As of December 31, 2021, HTALP had $ 200.0 million under this unsecured term loan outstanding.
−Removed: $ 300.0 Million Unsecured Senior Notes due 2023
−Removed: In September 2020, in connection with HTALP's issuance of $ 800.0 million of unsecured senior notes due 2031 referenced below, all of the $ 300.0 million outstanding 2023 unsecured senior notes originally due to mature on April 15, 2023, including any accrued and unpaid interest and make-whole provision, were redeemed in full, with net proceeds from the offering.
−Removed: The make-whole fee that was required per the terms of the indenture agreement upon our calling these notes of $ 24.7 million is recorded in loss on extinguishment of debt in the accompanying consolidated statements of operations.
+Added: HEALTHCARE TRUST OF AMERICA, INC.
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
$ 600.0 Million Unsecured Senior Notes due 2026
1 unchanged sentence
These unsecured senior notes are registered under the Securities Act, bear interest at 3.50 % per annum and are payable semi-annually.
−Removed: 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 %,
−Removed: HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
−Removed: respectively, per annum.
+Added: 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 %, respectively, per annum.
As of December 31, 2021, HTALP had $ 600.0 million of these unsecured senior notes outstanding that mature on August 1, 2026.
9 unchanged sentences
As of December 31, 2021, HTALP had $ 650.0 million of these unsecured senior notes outstanding that mature on February 15, 2030.
+Added: Proceeds from the issuance of $ 900.0 million of these notes were used, in part, to redeem a total of $ 700.0 million of unsecured senior notes.
+Added: During the year ended December 31, 2019, the make-whole fees required per the terms of the indenture agreements upon our calling the notes totaling $ 18.3 million was recorded in loss on extinguishment of debt in the accompanying consolidated statements of operations.
$ 800.0 Million Unsecured Senior Notes due 2031
4 unchanged sentences
As of December 31, 2021, HTALP had $ 800.0 million of these unsecured senior notes outstanding that mature on March 15, 2031.
−Removed: Fixed Rate Mortgages
−Removed: During the year ended December 31, 2020, we repaid $ 114.1 million of our fixed rate mortgages.
−Removed: As of December 31, 2020, HTALP and its subsidiaries had no fixed rate mortgages outstanding.
+Added: Proceeds from the issuance of these unsecured notes were used, in part, to redeem $ 300.0 million of unsecured senior notes.
+Added: During the year ended December 31, 2020, the make-whole fee that was required per the terms of the indenture agreement upon our calling the notes of $ 24.7 million was recorded in loss on extinguishment of debt in the accompanying consolidated statements of operations.
Future Debt Maturities
5 unchanged sentences
Deferred Financing Costs
−Removed: As of December 31, 2020, the future amortization of our deferred financing costs is as follows (in thousands):
+Added: As of December 31, 2021, the expected future amortization of our deferred financing costs is as follows (in thousands):
Thereafter 4,597
24 unchanged sentences
During the next twelve months, we estimate that an additional $ 4.9 million will be reclassified from other comprehensive income (loss) in the accompanying consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying consolidated statements of operations.
−Removed: As of December 31, 2020, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):
HEALTHCARE TRUST OF AMERICA, INC.
AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
+Added: As of December 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):
Cash Flow Hedges December 31, 2021
29 unchanged sentences
Commitments and Contingencies
−Removed: We engage in litigation from time to time with various parties as a routine part of our business, including tenant defaults.
+Added: We engage in litigation from time to time with various parties as a routine part of our business, including tenant defaults and threatened or asserted labor matters.
However, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material effect on our consolidated financial position, results of operations or cash flows.
7 unchanged sentences
In our opinion, these matters are not expected to have a material effect on our consolidated financial position, results of operations or cash flows.
−Removed: Redeemable Noncontrolling Interests
−Removed: As discussed in Note 2 - Summary of Significant Accounting Policies, redeemable noncontrolling interests in the accompanying consolidated balance sheets represent the noncontrolling interest in a joint venture in which we own the majority interest.
−Removed: The noncontrolling interest holders in the joint venture have the option to redeem their noncontrolling interest through the exercise of put options that were issued at the initial formation of the joint venture.
−Removed: The last exercisable put option lapsed on June 30, 2019.
−Removed: The redemption price was based on the fair value of their interest at the time of option exercise.
−Removed: As of September 30, 2019, all redeemable noncontrolling interests had either converted their interest to OP Units or received cash proceeds.
−Removed: Since that time and through December 31, 2020, there has been no activity.
−Removed: The following is summary of the activity of our redeemable noncontrolling interests as of December 31, 2020 and 2019, respectively (in thousands):
−Removed: Beginning balance $ — $ 6,544
−Removed: Net income attributable to noncontrolling interests — 66
−Removed: Distributions — ( 141 )
−Removed: Fair value adjustment — ( 425 )
−Removed: Redemptions — ( 3,441 )
−Removed: Issuance of OP Units — ( 2,603 )
−Removed: Ending balance $ — $ —
Stockholders’ Equity and Partners’ Capital
2 unchanged sentences
In addition, for each share of common stock issued or redeemed by us, HTALP issues or redeems a corresponding number of OP Units.
−Removed: HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Common Stock Offerings
−Removed: In December 2018, we entered into new equity distribution agreements with various sales agents with respect to our ATM offering program of common stock with an aggregate sales amount of up to $ 500.0 million.
−Removed: We contemporaneously terminated our prior ATM equity distribution agreements.
−Removed: In November 2019, we upsized this ATM offering program with an additional $ 750.0 million available for issuance.
−Removed: During the year ended December 31, 2020, we issued approximately 1.7 million shares of our common stock under our ATM for net proceeds of approximately $ 50.0 million, adjusted for costs to borrow equating to a net price to us of $ 29.86 per share of common stock.
−Removed: Additionally, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with anticipated net proceeds of $ 277.5 million, subject to adjustments as provided in the forward equity agreement.
−Removed: All four of these forward sale arrangements mature in accordance with their applicable contract terms by the middle of 2021.
+Added: 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 December 31, 2021, $ 750.0 million remained available for issuance by us under our current ATM.
+Added: During the year ended December 31, 2021, we issued approximately 9.4 million shares of our common stock under our ATM for net proceeds of approximately $ 251.3 million, adjusted for costs to borrow equating to a net price to us of $ 26.68 per share of common stock.
Refer to Note 13 - Per Share Data of HTA to these consolidated financial statements for a more detailed discussion related to our forward equity agreements.
2 unchanged sentences
As of December 31, 2021, the remaining amount of common stock available for repurchase under the stock repurchase plan was $ 300.0 million.
−Removed: During the year ended December 31, 2019, we repurchased approximately 345,786 shares of our outstanding common stock under the previous stock repurchase plan, at an average price of $ 24.65 per share, pursuant to this stock repurchase plan, which expired on August 1, 2020.
Common Stock Dividends
1 unchanged sentence
As of December 31, 2021 and 2020, declared but unpaid dividends totaling $ 75.7 million and $ 71.4 million, respectively, were included in accounts payable and accrued liabilities.
+Added: On February 28, 2022, 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 April 11, 2022 to stockholders and unitholders of record on April 4, 2022.
Incentive Plan
13 unchanged sentences
The fair value of restricted common stock for which the restriction lapsed during the years ended December 31, 2021, 2020 and 2019 were $ 8.2 million, $ 12.6 million and $ 8.9 million, respectively.
+Added: HEALTHCARE TRUST OF AMERICA, INC.
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
We recognized compensation expense, equal to the fair market value of HTA’s stock on the grant date, over the service period which is generally three to four years .
2 unchanged sentences
As of December 31, 2021, we had $ 6.9 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.6 years.
−Removed: HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following is a summary of our restricted common stock activity as of December 31, 2021 and 2020, respectively:
16 unchanged sentences
Level 2 - Assets:
−Removed: Derivative financial instruments $ — $ — $ 3,011 $ 3,011
+Added: Real estate notes receivable, net $ 69,114 $ 68,476 $ — $ —
Level 2 - Liabilities:
8 unchanged sentences
For further discussion of the assumptions considered, refer to Note 2 - Summary of Significant Accounting Policies.
+Added: HEALTHCARE TRUST OF AMERICA, INC.
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Financial Instruments Reported at Fair Value - Non-Recurring
1 unchanged sentence
This generally includes assets subject to impairment.
−Removed: Refer to Note 4 - Dispositions and Impairment to our consolidated financial statements for further detail.
+Added: We estimate fair value relating to impairment assessments based upon discounted cash flow and direct capitalization models that include all projected cash inflows and outflows over a specific holding period, or the contractual sales price, if applicable.
+Added: Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based on market conditions and expectations for growth.
+Added: Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed.
+Added: Based on these inputs, we determined that our valuation of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy.
+Added: For assets for which the estimated fair value was based on contractual sales prices, we determined that our valuation was classified within Level 2 of the fair value hierarchy.
+Added: As of December 31, 2021, the estimated fair value for one real estate investment within Level 2 of the fair value hierarchy was based on the purchase price set forth in an executed purchase option, less estimated closing costs.
+Added: The estimated fair value for two real estate investments within Level 3 of the fair value hierarchy was based on income capitalization models utilizing a capitalization rate of 7.00 %.
+Added: The table below presents our assets measured at fair value on a non-recurring basis as of December 31, 2021 and 2020 (in thousands):
+Added: December 31, 2021 December 31, 2020
+Added: Fair Value Fair Value
+Added: Level 2 - Assets:
+Added: Real estate investment $ 26,768 $ —
+Added: Level 3 - Assets:
+Added: Real estate investments $ 4,970 $ —
Per Share Data of HTA
During the year ended December 31, 2021, we issued approximately 9.4 million shares of our common stock under our ATM for net proceeds of approximately $ 251.3 million, adjusted for costs to borrow equating to a net price to us of $ 26.68 per share of common stock.
−Removed: Additionally, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with anticipated net proceeds of $ 277.5 million, with an average share price of $ 29.46 , subject to adjustments as provided in the forward equity agreements.
−Removed: All four of the arrangements mature by the middle of 2021.
To account for the forward equity agreement, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward equity agreement was not a liability as it did not embody obligations to repurchase our shares of common stock nor did it embody obligations to issue a variable number of shares for which the monetary value was predominately fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares.
We also evaluated whether the agreement met the derivatives and hedging guidance scope exception to be accounted for as an equity instrument and concluded that the agreement can be classified as an equity contract based on the following assessment:
−Removed: (i) the agreement did not exercise contingencies were based on observable markets or indices besides those related
−Removed: HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
−Removed: to the market for our own stock price and operations;
+Added: (i) the agreement did not exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations;
and (ii) none of the settlement provisions precluded the agreement from being indexed to our own common stock.
1 unchanged sentence
We used the treasury method to determine the dilution resulting from the forward equity agreement(s) during the period of time prior to settlement.
−Removed: The number of weighted-average shares outstanding used in the computation of earnings per common share for the years ended December 31, 2020 and 2019, included the effect from the assumed issuance of 0.6 million and 21.6 million shares of our common stock, respectively, pursuant to the settlement(s) of the forward equity agreement(s) at the contractual price(s), less the assumed repurchase of our common stock at the average market price using the proceeds of approximately $ 21.3 million and $ 629.5 million, respectively, adjusted for costs to borrow.
−Removed: For the years ended December 31, 2020 and 2019, approximately 819,000 and 57,000 , respectively, weighted-average incremental shares of our common stock were excluded from the computation of our weighted-average shares - diluted, as the impact was anti-dilutive.
+Added: The number of weighted-average shares outstanding used in the computation of earnings per common share for the year ended December 31, 2021, included the effect from the assumed issuance of 9.4 million shares issued during 2019 and 2020, respectively, pursuant to the settlement(s) of the forward equity agreement(s) at the contractual price(s), less the assumed repurchase of our common stock at the average market price using the proceeds of approximately $ 251.3 million, adjusted for costs to borrow.
+Added: For the year ended December 31, 2021, the impact to our weighted-average shares-diluted was approximately 916,000 weighted-average incremental shares.
+Added: For the year ended December 31, 2020, 819,000 weighted-average incremental shares of our common stock were excluded from the computation of our weighted-average shares - diluted, as the impact was anti-dilutive.
We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method.
2 unchanged sentences
For the years ended December 31, 2021, 2020 and 2019, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.
+Added: HEALTHCARE TRUST OF AMERICA, INC.
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO 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 years ended December 31, 2021, 2020 and 2019, respectively (in thousands, except per share data):
2 unchanged sentences
$ 99,784 $ 53,508 $ 30,758
−Removed: Net income attributable to noncontrolling interests ( 890 ) ( 604 ) ( 4,163 )
+Added: Net income attributable to non-controlling interests ( 1,768 ) ( 890 ) ( 604 )
Net income attributable to common stockholders $ 98,016 $ 52,618 $ 30,154
1 unchanged sentence
Dilutive shares - OP Units convertible into common stock 3,860 3,588 3,885
+Added: Dilutive effect of forward equity sales agreement 916 — —
Adjusted weighted average shares outstanding - diluted 224,215 221,666 209,605
5 unchanged sentences
$ 0.44 $ 0.24 $ 0.14
−Removed: HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Per Unit Data of HTALP
During the year ended December 31, 2021, we issued approximately 9.4 million shares of our common stock under our ATM for net proceeds of approximately $ 251.3 million, adjusted for costs to borrow equating to a net price to us of $ 26.68 per share of common stock.
−Removed: Additionally, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with anticipated net proceeds of $ 277.5 million, with an average share price of $ 29.46 , subject to adjustments as provided in the forward equity agreements.
−Removed: All four of the arrangements mature by the middle of 2021.
−Removed: Refer to Note 14 - Per Share Data of HTA to our consolidated financial statements for a more detailed discussion related to our forward equity agreements executed in 2019 and March 2020.
+Added: Refer to Note 13 - Per Share Data of HTA to our consolidated financial statements for a more detailed discussion related to our forward equity agreements.
The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the years ended December 31, 2021, 2020 and 2019, respectively (in thousands, except per unit data):
2 unchanged sentences
$ 99,784 $ 53,508 $ 30,758
−Removed: Net income attributable to noncontrolling interests
−Removed: — ( 66 ) ( 89 )
+Added: Net income attributable to non-controlling interests — — ( 66 )
Net income attributable to common OP unitholders $ 99,784 $ 53,508 $ 30,692
1 unchanged sentence
Dilutive units - OP Units convertible into common units — — —
+Added: Dilutive effect of forward equity sales agreement 916 — —
Adjusted weighted average OP units outstanding - diluted 224,215 221,666 209,605
3 unchanged sentences
Net income attributable to common OP unitholders $ 0.45 $ 0.24 $ 0.15
+Added: HEALTHCARE TRUST OF AMERICA, INC.
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Supplemental Cash Flow Information
7 unchanged sentences
Accrued capital and development expenditures $ 12,696 $ 31,807 $ 6,381
+Added: Conversion of notes receivable to investments in real estate 1,142 — —
Extinguishment of finance ground lease from land acquisition — 1,710 —
3 unchanged sentences
Issuance of OP Units in HTALP in connection with an acquisition
−Removed: Note receivable retired in connection with an acquisition
−Removed: Redemption of noncontrolling interest
35,785 — 2,000
+Added: Note receivable retired in connection with an acquisition
+Added: Redemption of non-controlling interest 6,354 9,019 7,527
ROU assets obtained in exchange for lease obligations
8,798 4,373 200,879
−Removed: HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Treatment of Dividends of HTA
12 unchanged sentences
Revenues $ 191,493 $ 188,615 $ 191,262 $ 195,703
−Removed: Net income (loss) 18,208 13,725 ( 6,932 ) 28,507
−Removed: Net income (loss) attributable to common stockholders 17,901 13,489 ( 6,827 ) 28,055
+Added: Net income 22,393 38,739 22,042 16,610
+Added: Net income attributable to common stockholders 22,030 38,011 21,672 16,303
Earnings per common share - basic:
−Removed: Net income (loss) attributable to common stockholders
−Removed: $ 0.08 $ 0.06 $ ( 0.03 ) $ 0.13
+Added: Net income attributable to common stockholders $ 0.10 $ 0.17 $ 0.10 $ 0.07
Earnings per common share - diluted:
−Removed: Net income (loss) attributable to common stockholders
−Removed: $ 0.08 $ 0.06 $ ( 0.03 ) $ 0.13
+Added: Net income attributable to common stockholders $ 0.10 $ 0.17 $ 0.10 $ 0.07
(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.
+Added: HEALTHCARE TRUST OF AMERICA, INC.
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Quarter Ended (1)
16 unchanged sentences
Revenues $ 191,493 $ 188,615 $ 191,262 $ 195,703
−Removed: Net income (loss) 18,208 13,725 ( 6,932 ) 28,507
−Removed: Net income (loss) attributable to common OP unitholders 18,208 13,725 ( 6,932 ) 28,507
+Added: Net income 22,393 38,739 22,042 16,610
+Added: Net income attributable to common OP unitholders 22,393 38,739 22,042 16,610
Earnings per common OP unit - basic:
−Removed: Net income (loss) attributable to common OP unitholders $ 0.08 $ 0.06 $ ( 0.03 ) $ 0.13
+Added: Net income attributable to common OP unitholders $ 0.10 $ 0.17 $ 0.10 $ 0.07
Earnings per common OP unit - diluted:
−Removed: Net income (loss) attributable to common OP unitholders $ 0.08 $ 0.06 $ ( 0.03 ) $ 0.13
+Added: Net income attributable to common OP unitholders $ 0.10 $ 0.17 $ 0.10 $ 0.07
(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.
9 unchanged sentences
(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.
+Added: Subsequent Events
+Added: Merger with Healthcare Realty Trust Incorporated
+Added: On February 28, 2022, Healthcare Trust of America, Inc.
+Added: (the “Company”), a Maryland corporation, Healthcare Trust of America Holdings, LP, a Delaware limited partnership (the “Company OP”) of which the Company is the sole general partner, HR Acquisition 2, LLC, a Maryland limited liability company and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and Healthcare Realty Trust Incorporated, a Maryland corporation (“HR”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”).
+Added: Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into HR, with HR surviving the merger (the “Merger”).
+Added: Prior to the effective time of the Merger (the “Effective Time”), the Company and the Company OP will take all requisite action so that, as of immediately after the Effective Time, the existing amended and restated agreement of limited partnership of the Company OP will be amended and restated to update the redemption provisions therein to account for the Merger Consideration described below.
+Added: The board of directors of the Company (the “Company Board”) has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.
+Added: The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
+Added: Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each outstanding share of Common Stock, $ 0.01 par value per share, of HR (“HR Common Stock”) will be converted into the right to receive 1.0 (the “Exchange Ratio”) share of Class A Common Stock, $ 0.01 par value per share, of the Company (“Company Common Stock” and, such consideration, the “Merger Consideration”).
+Added: Subject to the closing of the Merger and the other transactions contemplated therein, the holders of shares of Company Common Stock issued and outstanding on the last business day prior to the closing date of the Merger will receive a special distribution in the amount of $ 4.82 in cash per share of Company Common Stock held on such date (the “Special Distribution Payment”).
+Added: Once the conditions to close the Merger have been satisfied or waived, the Merger Agreement requires HR and the Company to exchange irrevocable certifications that all such closing conditions have been satisfied or waived.
+Added: At such time, the Company OP will transfer or cause the transfer, on the business day before the Effective Time, to HR or its designees certain of the Company OP’s assets
HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
−Removed: SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
+Added: as specified by HR for a cash purchase price equal to the reasonably equivalent fair market value of the assets transferred.
+Added: To the extent the net proceeds to the Company of the asset transfer or joint venture transactions relating to such assets are insufficient to pay the full amount of the Special Distribution Payment, the Merger Agreement requires the Company to utilize new financing to fund the balance of the Special Distribution Payment.
+Added: The Company has obtained a commitment letter from JPMorgan Chase Bank, N.A.
+Added: for a $ 1.7 billion bridge financing facility.
+Added: Each option to acquire HR Common Stock that is outstanding immediately prior to the Effective Time will by virtue of the Merger be assumed by the Company with the same terms and conditions of such options immediately prior to the Effective Time, except that each HR stock option will be exercisable (or will become exercisable in accordance with its terms) for the same number of shares of Company Common Stock.
+Added: Each share of restricted HR common stock and each right of any kind, contingent or accrued, to receive shares of HR Common Stock or benefits measured in whole or in part by the value of a number of shares of HR Common Stock granted by HR outstanding immediately prior to the Effective Time will become an award, on the same terms and conditions as applied to each such HR stock-based award immediately prior to the Effective Time, with respect to the number of shares of Company Common Stock that is equal to the number of shares of HR Common Stock subject to the HR stock-based award immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the nearest full shares.
+Added: Each share of Company Common Stock subject to forfeiture conditions outstanding immediately prior to the Effective Time will vest in full as of immediately prior to the Effective Time with any Company restricted shares that were granted subject to performance-based vesting conditions treated assuming attainment of the target level of performance.
+Added: Each such Company restricted share will be entitled to receive $ 4.82 in cash and any accrued but unpaid dividends with respect to such Company restricted share.
+Added: Pursuant to the Merger Agreement, the parties have agreed that following the closing of the Merger, the Company Board will consist of 14 members, nine of whom will be the directors of HR immediately prior to the Effective Time and four of whom will be individuals designated by the Company, consisting of W.
+Added: Bradley Blair II, Vicki U.
+Added: Booth, Jay P.
+Added: Leupp and Constance Moore.
+Added: John Knox Singleton, currently Chairman of the HR board of directors, will be Chairman of the Company Board and W.
+Added: Bradley Blair, II, currently Chairman of the Company Board, will be appointed Vice Chairman.
+Added: Each of the Company and HR have made certain customary representations and warranties in the Merger Agreement and have agreed to customary covenants, including covenants that each party conduct its business in the ordinary course of business during the period between execution of the Merger Agreement and the Effective Time and covenants prohibiting each party from engaging in certain kinds of activities during such period without the consent of the other party.
+Added: The Merger Agreement provides that, during the period from the date of the Merger Agreement until the Effective Time, subject to customary exceptions, the Company and HR will be subject to certain restrictions on (a) soliciting proposals relating to certain alternative transactions, (b) entering into discussions or negotiating or providing non-public information in connection with any proposal for an alternative transaction from a third party, (c) approving or entering into any agreements providing for any such alternative transaction, or (d) agreeing to or proposing publicly to do any of the foregoing.
+Added: Notwithstanding these “no-shop” restrictions, prior to obtaining the approval of HR stockholders and approval of the Company stockholders, under specified circumstances, the Company Board and the board of directors of HR, respectively, may change their recommendations with respect to the Merger, and the Company and HR may each also terminate the Merger Agreement to accept a superior proposal upon payment of the termination fees described below.
+Added: In accordance with the Merger Agreement, the Company will prepare and file with the U.S.
+Added: Securities and Exchange Commission (the “SEC”) a Form S-4 registering shares of Company Common Stock issuable in the Merger, and the parties will prepare a joint proxy statement with respect to the special meeting of the Company’s stockholders to be convened for purposes of approving the issuance of shares of Company Common Shares in the Merger and the special meeting of HR’s stockholders to be convened for purposes of approving the Merger Agreement and the Merger.
+Added: The joint proxy statement will be included in the Form S-4 and will contain, subject to certain exceptions, the recommendation of the Company Board that the Company’s stockholders vote in favor of the issuance of shares of Company Common Shares in the Merger and the recommendation of the HR board of directors that HR’s stockholders vote in favor of approval of the Merger Agreement and the Merger.
+Added: The completion of the Merger is subject to customary conditions, including, among others:
+Added: (i) approval by the Company’s stockholders and approval by HR’s stockholders, (ii) the effectiveness of the Form S-4, (iii) the absence of injunctions, restraints or government restrictions, (iv) approval by the New York Stock Exchange for listing of the shares of Company Common Stock issuable in the Merger, (v) the absence of a material adverse effect on either the Company or HR, (vi) the accuracy of each party’s representations and warranties and performance in all material respects of each party’s covenants and agreements in the Merger Agreement, (vii) the receipt of tax opinions relating to the status as a real estate investment trust (“REIT”) of each company and the tax-free nature of the transaction, and (viii) other customary conditions specified in the Merger Agreement.
+Added: The Merger Agreement may be terminated under certain circumstances, including by either party (i) if the Merger has not been consummated on or before August 28, 2022, (ii) if a final and non-appealable order is entered, or other action is taken permanently restraining or prohibiting the transaction, (iii) upon a failure of either party to obtain approval of its stockholders, (iv) upon a material, uncured breach by the other party that would cause the closing conditions not to be satisfied, subject to a 30-day cure period, (v) if the other party’s board makes an adverse recommendation change with respect to the transaction, or (vi) prior to obtaining approval of its
HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
−Removed: SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
+Added: stockholders, and upon payment of the applicable termination fee, in order to enter into a definitive agreement with a third party with respect to a superior acquisition proposal.
+Added: If the Merger Agreement is terminated because (i) a party’s board changes its recommendation in favor of the transactions contemplated by the Merger Agreement, (ii) a party terminates the Merger Agreement to enter into a definitive agreement with a third party with respect to a superior acquisition proposal, or (iii) a party consummates or enters into an agreement for an alternative transaction within 12 months following termination under certain circumstances, such party must pay a termination fee to the other party;
+Added: provided, further, that HR must also pay the Company a termination fee (plus reimburse the Company for its actual transaction expenses up to $ 5,000,000 ) if, on the business day immediately prior to the Outside Date, the proceeds of the asset transfer, any immediate asset transfer and the financing available to the Company pursuant to the Commitment Letter or if applicable any alternative financing are insufficient to pay the aggregate Special Distribution and any unpaid cash payment obligations of HR under the Merger Agreement (so long as such termination is not in material breach of the financing, financing cooperation and sale activity provisions of the Merger Agreement).
+Added: The termination fee payable by HR to the Company in such circumstances is $ 163 million.
+Added: The termination fee payable by the Company to HR in such circumstances is $ 291 million.
+Added: The actual amount of each termination fee described above is subject to an escrow and adjustment mechanism for REIT compliance purposes to provide for a lesser amount if necessary to be paid to the receiving party without causing such party to fail to meet its REIT requirements for such year.
+Added: The Merger Agreement also provides that if the Company’s stockholders have approved the transactions contemplated by the Merger Agreement, but the Merger Agreement is terminated by the Company because HR’s stockholders vote against the transactions contemplated by the Merger Agreement, HR must pay the Company a fixed expense reimbursement base amount of $ 25,000,000 , plus reimburse the Company for its actual transaction expenses up to $ 5,000,000 .
+Added: The Merger Agreement also provides that if HR’s stockholders have approved the transactions contemplated by the Merger Agreement, but the Merger Agreement is terminated by HR because the Company’s stockholders vote against the transactions contemplated by the Merger Agreement, the Company must pay HR a fixed expense reimbursement base amount of $ 25,000,000 , plus reimburse the Company for its actual transaction expenses up to $ 5,000,000 ).
+Added: The Merger Agreement contains customary representations, warranties and covenants by each party.
+Added: The Merger is subject to certain conditions which are set forth in the Merger Agreement, including the approval of both companies’ stockholders.
+Added: The boards of directors of the Company and HR have unanimously approved the Merger Agreement.
+Added: The Merger is expected to close mid-2022.
+Added: HEALTHCARE TRUST OF AMERICA, INC.
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following schedule presents our total real estate investments and accumulated depreciation for our portfolio as of December 31, 2021 (in thousands):
28 unchanged sentences
Tucson Desert Life MOP Tucson, AZ — 1,309 17,572 6,466 1,309 24,038 25,347 ( 10,468 ) 1980 -1984 2007 39
+Added: Bakersfield Medical Office Building Bakersfield, CA — — — 28,695 — 28,695 28,695 ( 293 ) 2021 2020 39
Dignity Mercy MOBs Bakersfield, CA — — 15,207 ( 240 ) — 14,967 14,967 ( 2,144 ) 1992 2017 35
7 unchanged sentences
Dignity Marian MOBs Santa Maria, CA — — 13,646 726 — 14,372 14,372 ( 2,940 ) 1994-1995 2017 17-38
−Removed: SCL Health MOBs Denver, CO — 11,652 104,327 5,676 11,652 110,003 121,655 ( 11,186 ) 2015-2017 2017 39
+Added: Premier Health Plaza Colorado Springs, CO — 1,672 10,954 113 1,668 11,071 12,739 ( 307 ) 2001 2021 39
Rampart MOB Denver, CO — 3,794 13,077 434 3,794 13,511 17,305 ( 1,017 ) 1983-1995 2019 39
+Added: SCL Health MOBs Denver, CO — 11,652 104,327 10,372 11,652 114,699 126,351 ( 14,592 ) 2015-2017 2017 39
Hampden Place MOB Englewood, CO — 3,032 12,553 475 3,032 13,028 16,060 ( 4,095 ) 2004 2009 39
2 unchanged sentences
Lincoln Medical Center Parker, CO — 5,142 28,638 1,682 5,142 30,320 35,462 ( 7,894 ) 2008 2013 39
−Removed: 80 Fisher Avon, CT — — 5,094 23 — 5,117 5,117 ( 1,186 ) 2008 2016 39
−Removed: 533 Cottage - Northwestern Bloomfield, CT — 726 3,964 ( 527 ) 726 3,437 4,163 ( 639 ) 1955 2016 35
−Removed: Northwestern MOBs Bloomfield, CT — 1,369 6,287 550 1,369 6,837 8,206 ( 1,609 ) 1985 2016 35
−Removed: 406 Farmington Farmington, CT — 379 3,509 3 379 3,512 3,891 ( 572 ) 1988 2016 39
HEALTHCARE TRUST OF AMERICA, INC.
AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
−Removed: SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)
+Added: SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION
Initial Cost to Company Cost
9 unchanged sentences
Acquired Life on Which Building Depreciation in Income Statement is Computed (h)
+Added: 80 Fisher Avon, CT $ — $ — $ 5,094 $ 1 $ — $ 5,095 $ 5,095 $ ( 1,414 ) 2008 2016 39
+Added: 533 Cottage - Northwestern Bloomfield, CT — 726 3,964 ( 527 ) 726 3,437 4,163 ( 749 ) 1955 2016 35
+Added: Northwestern MOBs Bloomfield, CT — 1,369 6,287 732 1,369 7,019 8,388 ( 1,865 ) 1985 2016 35
+Added: 406 Farmington Farmington, CT — 379 3,509 3 379 3,512 3,891 ( 692 ) 1988 2016 39
704 Hebron Glastonbury, CT — 2,223 6,544 20 2,223 6,564 8,787 ( 1,575 ) 2001 2016 37
9 unchanged sentences
Day Hill MOBs Windsor, CT — 3,980 7,055 34 3,980 7,089 11,069 ( 2,166 ) 1990-1999 2016 30
+Added: Clint Moore Medical Facility Boca Raton, FL — 20,051 27,157 64 20,072 27,200 47,272 ( 384 ) 1996 2021 39
Riverside MOB Bradenton, FL — 2,230 7,689 354 2,230 8,043 10,273 ( 1,886 ) 1980 2016 25
13 unchanged sentences
Northwest Medical Park Margate, FL — — 9,525 ( 297 ) 5 9,223 9,228 ( 2,138 ) 2009 2013 39
+Added: Coral Reef Miami, FL — 1,160 — 18,454 1,160 18,454 19,614 ( 343 ) 2021 2017 39
North Shore MOB Miami, FL — — 4,942 1,592 — 6,534 6,534 ( 2,889 ) 1978 2013 39
12 unchanged sentences
Tampa Medical Village MOB Tampa, FL — 3,627 14,806 1,295 3,627 16,101 19,728 ( 2,906 ) 2003 2017 35
−Removed: VA MOBs Tampa, FL — 17,802 80,154 910 17,802 81,064 98,866 ( 8,679 ) 2013 2017 39
−Removed: FL Ortho Institute Temple Terrace, FL — 2,923 17,647 ( 1 ) 2,923 17,646 20,569 ( 5,497 ) 2001-2003 2010 39
−Removed: Wellington MAP III Wellington, FL — — 10,511 347 — 10,858 10,858 ( 3,304 ) 2006 2010 39
−Removed: Victor Farris MOB West Palm Beach, FL — — 23,052 11,773 — 34,825 34,825 ( 7,846 ) 1988 2013 39
−Removed: East FL Senior Winter Park Winter Park, FL — 2,840 12,825 34 2,840 12,859 15,699 ( 5,628 ) 1988 2007 39
HEALTHCARE TRUST OF AMERICA, INC.
12 unchanged sentences
Acquired Life on Which Building Depreciation in Income Statement is Computed (h)
+Added: VA MOBs Tampa, FL $ — $ 17,802 $ 80,154 $ 732 $ 17,802 $ 80,886 $ 98,688 $ ( 11,226 ) 2013 2017 39
+Added: FL Ortho Institute Temple Terrace, FL — 2,923 17,647 ( 1 ) 2,923 17,646 20,569 ( 6,021 ) 2001-2003 2010 39
+Added: Wellington MAP III Wellington, FL — — 10,511 31 — 10,542 10,542 ( 3,288 ) 2006 2010 39
+Added: Victor Farris MOB West Palm Beach, FL — — 23,052 11,965 — 35,017 35,017 ( 9,022 ) 1988 2013 39
+Added: East FL Senior Winter Park Winter Park, FL — 2,840 12,825 ( 1,023 ) 2,840 11,802 14,642 ( 4,872 ) 1988 2007 39
Camp Creek Med Center Atlanta, GA — 2,961 19,688 1,371 2,961 21,059 24,020 ( 7,593 ) 2006 - 2010 2010-2012 39
1 unchanged sentence
North Atlanta MOBs Atlanta, GA — — 41,836 1,621 — 43,457 43,457 ( 6,249 ) 2011-2012 2017 39
+Added: Paces Pavilion Atlanta, GA — 3,670 16,328 27 3,670 16,355 20,025 — 1996 2021 39
Augusta Rehab Hospital Augusta, GA — 1,059 20,899 — 1,059 20,899 21,958 ( 6,779 ) 2007 2010 39
29 unchanged sentences
Glendale Professional Plaza Indianapolis, IN — 570 2,739 1,697 570 4,436 5,006 ( 2,332 ) 1993 2008 39
−Removed: MMP Eagle Highlands Indianapolis, IN — 1,044 13,548 3,687 1,044 17,235 18,279 ( 7,572 ) 1993 2008 39
−Removed: MMP East Indianapolis, IN — 1,236 9,840 4,656 1,236 14,496 15,732 ( 7,543 ) 1996 2008 39
−Removed: MMP North Indianapolis, IN — 1,518 15,460 5,882 1,427 21,438 22,865 ( 9,241 ) 1995 2008 39
−Removed: MMP South Indianapolis, IN — 1,127 10,414 2,475 1,127 12,889 14,016 ( 5,800 ) 1994 2008 39
−Removed: Southpointe MOP Indianapolis, IN — 2,190 7,548 2,751 2,190 10,299 12,489 ( 5,080 ) 1996 2007 39
−Removed: Vincent MOB Indianapolis, IN — 2,964 23,352 189 2,964 23,541 26,505 ( 3,083 ) 2007 2017 35
−Removed: Kokomo MOP Kokomo, IN — 1,779 9,614 3,117 1,779 12,731 14,510 ( 5,423 ) 1992-1994 2007 39
−Removed: Deaconess Clinic Gateway Newburgh, IN — — 10,952 26 — 10,978 10,978 ( 3,532 ) 2006 2010 39
HEALTHCARE TRUST OF AMERICA, INC.
12 unchanged sentences
Acquired Life on Which Building Depreciation in Income Statement is Computed (h)
+Added: MMP Eagle Highlands Indianapolis, IN $ — $ 1,044 $ 13,548 $ 3,914 $ 1,044 $ 17,462 $ 18,506 $ ( 6,969 ) 1993 2008 39
+Added: MMP East Indianapolis, IN — 1,236 9,840 3,374 1,236 13,214 14,450 ( 6,364 ) 1996 2008 39
+Added: MMP North Indianapolis, IN — 1,518 15,460 6,210 1,427 21,761 23,188 ( 9,521 ) 1995 2008 39
+Added: MMP South Indianapolis, IN — 1,127 10,414 2,333 1,127 12,747 13,874 ( 5,430 ) 1994 2008 39
+Added: Southpointe MOP Indianapolis, IN — 2,190 7,548 1,529 2,190 9,077 11,267 ( 4,016 ) 1996 2007 39
+Added: Vincent MOB Indianapolis, IN — 2,964 23,352 49 2,964 23,401 26,365 ( 3,773 ) 2007 2017 35
+Added: Kokomo MOP Kokomo, IN — 1,779 9,614 2,450 1,779 12,064 13,843 ( 5,260 ) 1992-1994 2007 39
+Added: Deaconess Clinic Gateway Newburgh, IN — — 10,952 26 — 10,978 10,978 ( 3,844 ) 2006 2010 39
Community Health Pavilion Noblesville, IN — 5,560 28,988 1,658 5,560 30,646 36,206 ( 8,124 ) 2009 2015 39
4 unchanged sentences
Elizabeth's Med Center Brighton, MA — — 20,929 3,627 1,379 23,177 24,556 ( 7,529 ) 1965-2013 2012 31
−Removed: Pearl Street MOBs Brockton, MA — 4,714 18,193 1,068 4,714 19,261 23,975 ( 3,415 ) 1966-2004 2016 39
Good Samaritan MOBs Brockton , MA — — 15,887 2,127 144 17,870 18,014 ( 5,477 ) 1980-2007 2012 31
+Added: Pearl Street MOBs Brockton, MA — 4,714 18,193 1,465 4,714 19,658 24,372 ( 4,266 ) 1966-2004 2016 39
Carney Hospital MOB Dorchester, MA — — 7,250 813 530 7,533 8,063 ( 2,450 ) 1978 2012 31
9 unchanged sentences
Paul, MN — 1,571 5,786 1,468 1,571 7,254 8,825 ( 3,319 ) 1981 2008 39
−Removed: Gallery Professional Building St.
−Removed: Paul, MN — 1,157 5,009 3,652 1,157 8,661 9,818 ( 5,254 ) 1979 2007 39
Chesterfield Rehab Hospital Chesterfield, MO — 4,213 27,898 774 4,313 28,574 32,887 ( 11,410 ) 2007 2007 39
11 unchanged sentences
Duke Fertility Center Durham, NC — 596 3,882 ( 106 ) 596 3,776 4,372 ( 569 ) 2006 2016 39
+Added: Duke Medical Plaza Durham, NC — 1,093 11,836 1,521 1,093 13,357 14,450 ( 261 ) 1988 2021 39
Hock Plaza II Durham, NC — 680 27,044 643 680 27,687 28,367 ( 4,569 ) 2006 2016 36
−Removed: UNC Rex Holly Springs Holly Springs, NC — — 27,591 11,076 — 38,667 38,667 ( 3,277 ) 2011 2017 39
−Removed: Huntersville Office Park Huntersville, NC — 5,376 67,125 98 5,376 67,223 72,599 ( 3,634 ) 1990-2001 2019 39
−Removed: Rosedale MOB Huntersville, NC — 1,281 7,738 26 1,281 7,764 9,045 ( 434 ) 2005 2019 39
−Removed: Medical Park MOBs Mooresville, NC — 1,771 13,266 7,753 2,041 20,749 22,790 ( 3,695 ) 2000-2005 2017 23
−Removed: 3100 Blue Ridge Raleigh, NC — 1,732 8,891 733 1,732 9,624 11,356 ( 2,604 ) 1985 2014 35
−Removed: Raleigh Medical Center Raleigh, NC — 2,381 15,630 6,732 2,381 22,362 24,743 ( 8,277 ) 1989 2010 39
HEALTHCARE TRUST OF AMERICA, INC.
12 unchanged sentences
Acquired Life on Which Building Depreciation in Income Statement is Computed (h)
+Added: UNC Rex Holly Springs Holly Springs, NC $ — $ — $ 27,591 $ 11,082 $ — $ 38,673 $ 38,673 $ ( 4,347 ) 2011 2017 39
+Added: Huntersville Office Park Huntersville, NC — 5,376 67,125 2,331 5,376 69,456 74,832 ( 5,614 ) 1990-2001 2019 39
+Added: Rosedale MOB Huntersville, NC — 1,281 7,738 58 1,281 7,796 9,077 ( 698 ) 2005 2019 39
+Added: Medical Park MOBs Mooresville, NC — 1,771 13,266 9,982 2,141 22,878 25,019 ( 4,724 ) 2000-2005 2017 23
+Added: 3100 Blue Ridge Raleigh, NC — 1,732 8,891 714 1,732 9,605 11,337 ( 3,016 ) 1985 2014 35
+Added: Raleigh Medical Center Raleigh, NC — 2,381 15,630 5,955 2,381 21,585 23,966 ( 8,311 ) 1989 2010 39
Sandy Forks MOB Raleigh, NC — 652 7,263 15 652 7,278 7,930 ( 950 ) 2016 2018 39
Sunset Ridge MOBs Raleigh, NC — 811 3,926 710 811 4,636 5,447 ( 585 ) 1999 2018 39
−Removed: Piedmond MOB Statesville, NC — 1,024 13,911 — 1,024 13,911 14,935 ( 653 ) 1984 2020 39
+Added: Piedmont MOB Statesville, NC — 1,024 13,911 41 1,024 13,952 14,976 ( 1,307 ) 1984 2020 39
+Added: NorthPark MOBs Wake Forest, NC — 2,098 13,921 2 2,098 13,923 16,021 ( 57 ) 1996-2008 2021 39
Hackensack MOB North Bergen, NJ — — 31,658 608 — 32,266 32,266 ( 4,003 ) 2014 2017 39
11 unchanged sentences
Westchester MOBs White Plains, NY — 17,274 41,865 11,930 17,274 53,795 71,069 ( 15,027 ) 1967-1983 2014 29
+Added: Kindred MOBs Avon, OH, Germantown, TN, Indianapolis, IN and Springfield, MO — 4,238 118,778 ( 101 ) 4,238 118,677 122,915 ( 16,338 ) 2013-2016 2017 39
Diley Ridge MOB Canal Winchester, OH — — 9,811 67 — 9,878 9,878 ( 2,128 ) 2010 2015 39
Good Sam MOB Cincinnati, OH — 1,825 9,966 ( 178 ) 1,825 9,788 11,613 ( 1,372 ) 2011 2017 39
−Removed: Jewish MOB Cincinnati, OH — — 16,187 — — 16,187 16,187 ( 2,417 ) 1999 2017 35
TriHealth Cincinnati, OH — — 34,894 313 — 35,207 35,207 ( 4,484 ) 2016 2017 39
−Removed: Olentangy Columbus, OH — 1,247 9,830 996 1,247 10,826 12,073 ( 768 ) 1985 2019 39
Market Exchange MOP Columbus, OH — 2,326 17,207 4,011 2,326 21,218 23,544 ( 8,424 ) 2001-2003 2007-2010 39
+Added: Carmel East Columbus, OH — — 14,983 409 — 15,392 15,392 ( 570 ) 1991 2001 39
+Added: Olentangy Columbus, OH — 1,247 9,830 1,001 1,247 10,831 12,078 ( 1,425 ) 1985 2019 39
Polaris MOB Columbus, OH — 1,447 12,192 66 1,447 12,258 13,705 ( 2,315 ) 2012 2016 39
Gahanna MOB Gahanna, OH — 1,078 5,674 59 1,078 5,733 6,811 ( 1,322 ) 1997 2016 30
−Removed: Kindred MOBs Avon, OH, Germantown, TN, Indianapolis, IN and Springfield, MO — 4,238 118,778 36 4,238 118,814 123,052 ( 12,734 ) 2013-2016 2017 39
Hilliard II MOB Hilliard, OH — 959 7,260 288 959 7,548 8,507 ( 1,553 ) 2014 2016 38
7 unchanged sentences
Monroeville MOB Monroeville, PA — 3,264 7,038 1,453 3,264 8,491 11,755 ( 2,994 ) 1985-1989 2013 39
−Removed: 2750 Monroe MOB Norristown, PA — 2,323 22,631 5,423 2,323 28,054 30,377 ( 12,076 ) 1985 2007 39
−Removed: 1740 South MOB Philadelphia, PA — 1,855 7,735 35 1,855 7,770 9,625 ( 453 ) 1986 2019 39
−Removed: Main Line Bryn Mawr MOB Philadelphia, PA — — 46,967 4,331 — 51,298 51,298 ( 4,540 ) 2017 2017 39
−Removed: Federal North MOB Pittsburgh, PA — 2,489 30,268 4,111 2,489 34,379 36,868 ( 9,818 ) 1999 2010 39
−Removed: Highmark Penn Ave Pittsburgh, PA — 1,774 38,921 4,890 1,774 43,811 45,585 ( 13,936 ) 1907-1998 2012 39
−Removed: WP Allegheny HQ MOB Pittsburgh, PA — 1,514 32,368 4,481 1,514 36,849 38,363 ( 10,557 ) 2002 2010 39
−Removed: 39 Broad Street Charleston, SC — 3,180 1,970 3,132 3,480 4,802 8,282 ( 1,010 ) 1891 2015 39
HEALTHCARE TRUST OF AMERICA, INC.
12 unchanged sentences
Acquired Life on Which Building Depreciation in Income Statement is Computed (h)
+Added: 2750 Monroe MOB Norristown, PA $ — $ 2,323 $ 22,631 $ 5,423 $ 2,323 $ 28,054 $ 30,377 $ ( 12,984 ) 1985 2007 39
+Added: 1740 South MOB Philadelphia, PA — 1,855 7,735 241 1,855 7,976 9,831 ( 726 ) 1986 2019 39
+Added: Main Line Bryn Mawr MOB Philadelphia, PA — — 46,967 5,095 — 52,062 52,062 ( 6,077 ) 2017 2017 39
+Added: Phoenixville MOBs Phoenixville, PA — — 60,287 — — 60,287 60,287 ( 295 ) 1991-2008 2021 39
+Added: Federal North MOB Pittsburgh, PA — 2,489 30,268 4,463 2,489 34,731 37,220 ( 10,290 ) 1999 2010 39
+Added: Highmark Penn Ave Pittsburgh, PA — 1,774 38,921 865 1,774 39,786 41,560 ( 11,141 ) 1907-1998 2012 39
+Added: WP Allegheny HQ MOB Pittsburgh, PA — 1,514 32,368 3,669 1,514 36,037 37,551 ( 11,020 ) 2002 2010 39
+Added: 39 Broad Street Charleston, SC — 3,180 1,970 3,161 3,480 4,831 8,311 ( 1,249 ) 1891 2015 39
Cannon Park Place Charleston, SC — 425 8,651 942 425 9,593 10,018 ( 3,284 ) 1998 2010 39
1 unchanged sentence
Tides Medical Arts Center Charleston, SC — 3,763 19,787 411 3,763 20,198 23,961 ( 4,347 ) 2007 2014 39
+Added: Bowman Center Mt.
+Added: Pleasant, SC — 3,896 6,874 — 3,896 6,874 10,770 ( 67 ) 2001 2021 39
East Cooper Medical Arts Center Mt.
2 unchanged sentences
Pleasant, SC — 2,073 5,939 2,594 2,073 8,533 10,606 ( 2,904 ) 1992 2010 39
+Added: The Mullis Building Mt.
+Added: Pleasant, SC — — 18,810 48 — 18,858 18,858 ( 401 ) 2016 2021 39
MUSC University MOB North Charleston, SC — 1,524 9,627 ( 882 ) 1,524 8,745 10,269 ( 1,615 ) 2006 2015 36
Thomas DePaul MOB Murfreesboro, TN — — 55,040 1,003 — 56,043 56,043 ( 7,320 ) 2008 2017 39
−Removed: Mountain Empire MOBs Rogersville, Kingsport and Bristol, TN & Norton and Pennington Gap, VA — 1,296 36,523 11,045 1,278 47,586 48,864 ( 19,023 ) 1976-2006 2008-2011 39
Amarillo Hospital Amarillo, TX — 1,110 17,688 605 1,110 18,293 19,403 ( 6,618 ) 2007 2008 39
12 unchanged sentences
Northpoint Medical Dallas, TX — 2,388 14,621 1,629 2,388 16,250 18,638 ( 3,496 ) 2017 2017 20
−Removed: Baylor MOBs Dallas/Fort Woth, TX — 9,956 122,852 6,625 9,956 129,477 139,433 ( 13,012 ) 2013-2017 2017 39
+Added: Baylor MOBs Dallas/Fort Worth, TX — 9,956 122,852 6,737 9,956 129,589 139,545 ( 16,761 ) 2013-2017 2017 39
Denton Med Rehab Hospital Denton, TX — 2,000 11,704 — 2,000 11,704 13,704 ( 4,444 ) 2008 2009 39
Denton MOB Denton, TX — — 7,543 733 — 8,276 8,276 ( 2,567 ) 2000 2010 39
−Removed: El Paso MOB El Paso, TX — 2,075 14,902 ( 4 ) 2,075 14,898 16,973 ( 936 ) 1994-2008 2019 39
Cliff Medical Plaza MOB El Paso, TX — 1,064 1,972 4,157 1,064 6,129 7,193 ( 3,023 ) 1977 2016 8
+Added: El Paso MOB El Paso, TX — 2,075 14,902 ( 233 ) 2,075 14,669 16,744 ( 1,207 ) 1994-2008 2019 39
Providence Medical Plaza El Paso, TX — — 5,396 4,080 — 9,476 9,476 ( 2,906 ) 1981 2016 20
Sierra Medical El Paso, TX — — 2,998 1,011 — 4,009 4,009 ( 1,616 ) 1972 2016 15
−Removed: Texas Tech MOB El Paso, TX — — 42,419 — — 42,419 42,419 — 2017 2020 39
−Removed: Texas Health MOB Fort Worth, TX — — 38,429 187 — 38,616 38,616 ( 4,160 ) 2014 2017 39
−Removed: Conifer Frisco, TX — 4,807 67,076 ( 3,163 ) 4,807 63,913 68,720 ( 6,112 ) 2014 2017 38
−Removed: Forest Park Frisco MC Frisco, TX — 1,238 19,979 10,081 1,238 30,060 31,298 ( 8,684 ) 2012 2013 39
−Removed: Greenville MOB Greenville, TX — 616 10,822 860 616 11,682 12,298 ( 4,122 ) 2007 2008 39
−Removed: Gemini MOB Houston, TX — 4,619 17,450 131 4,619 17,581 22,200 ( 749 ) 1985-1986 2019 39
−Removed: 7900 Fannin MOB Houston, TX — — 34,764 2,379 — 37,143 37,143 ( 11,423 ) 2005 2010 39
−Removed: Cypress Medical Building MOB Houston, TX — — 4,678 452 — 5,130 5,130 ( 1,285 ) 1984 2016 30
−Removed: Cypress Station MOB Houston, TX — 1,345 8,312 ( 1,018 ) 1,345 7,294 8,639 ( 3,477 ) 1981 2008 39
HEALTHCARE TRUST OF AMERICA, INC.
12 unchanged sentences
Acquired Life on Which Building Depreciation in Income Statement is Computed (h)
+Added: Texas Tech MOB El Paso, TX $ — $ — $ 42,419 $ 2,040 $ — $ 44,459 $ 44,459 $ ( 1,178 ) 2017 2020 39
+Added: Texas Health MOB Fort Worth, TX — — 38,429 165 — 38,594 38,594 ( 5,282 ) 2014 2017 39
+Added: Forest Park Frisco MC Frisco, TX — 1,238 19,979 9,038 1,238 29,017 30,255 ( 9,851 ) 2012 2013 39
+Added: T-Mobile Building Frisco, TX — 4,807 67,076 ( 3,139 ) 4,807 63,937 68,744 ( 7,827 ) 2014 2017 38
+Added: Greenville MOB Greenville, TX — 616 10,822 633 616 11,455 12,071 ( 4,172 ) 2007 2008 39
+Added: 7900 Fannin MOB Houston, TX — — 34,764 2,767 — 37,531 37,531 ( 11,942 ) 2005 2010 39
+Added: Cypress Medical Building MOB Houston, TX — — 4,678 203 — 4,881 4,881 ( 1,273 ) 1984 2016 30
+Added: Cypress Station MOB Houston, TX — 1,345 8,312 ( 4,237 ) 1,345 4,075 5,420 ( 3,644 ) 1981 2008 39
+Added: Gemini MOB Houston, TX — 4,619 17,450 153 4,619 17,603 22,222 ( 1,410 ) 1985-1986 2019 39
+Added: Houston Medical Plaza Houston, TX — 4,107 35,560 36 4,110 35,593 39,703 ( 363 ) 1983 2021 39
Park Plaza MOB Houston, TX — 5,719 50,054 8,389 5,719 58,443 64,162 ( 15,664 ) 1984 2016 24
+Added: T-Mobile Tower Houston, TX — 8,314 15,335 35 8,314 15,370 23,684 ( 419 ) 1974 2021 39
Triumph Hospital NW Houston, TX — 1,377 14,531 164 1,377 14,695 16,072 ( 5,819 ) 1986 2007 39
20 unchanged sentences
Salt Lake Regional Medical Building Salt Lake City, UT — — 10,351 110 — 10,461 10,461 ( 670 ) 1989 2020 39
−Removed: Faifax MOB Fairfax, VA — 2,404 14,074 6 2,404 14,080 16,484 ( 885 ) 1959 2019 39
+Added: Fairfax MOB Fairfax, VA — 2,404 14,074 193 2,404 14,267 16,671 ( 1,379 ) 1959 2019 39
Fair Oaks MOB Fairfax, VA — — 47,616 562 — 48,178 48,178 ( 5,876 ) 2009 2017 39
3 unchanged sentences
$ — $ 612,952 $ 6,155,907 $ 566,865 $ 619,820 $ 6,715,906 $ 7,335,726 $ ( 1,401,742 )
+Added: HEALTHCARE TRUST OF AMERICA, INC.
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
+Added: SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)
+Added: Initial Cost to Company Cost
+Added: Acquisition (a) Gross Amount at Which
+Added: Carried at Close of Period
+Added: Encumbrances Land Buildings,
+Added: Improvements and
+Added: Fixtures Land Buildings,
+Added: Improvements and
+Added: Fixtures Total (c) Accumulated
+Added: Depreciation (f)
+Added: Date of Construction Date
+Added: Acquired Life on Which Building Depreciation in Income Statement is Computed (h)
Undeveloped land:
−Removed: Coral Reef Miami, FL $ — $ 1,160 $ — $ — 1,160 — 1,160 $ — N/A 2017 N/A
−Removed: Forest Park Pavilion III Dallas, TX — 7,014 — — 7,014 — 7,014 — N/A 2019 N/A
−Removed: 1737 N Loop Houston, TX — 10,445 — — 10,445 — 10,445 — N/A 2020 N/A
+Added: Macon Pond MOB Raleigh, NC $ — $ 5,504 $ — $ 13 $ 5,504 $ 13 $ 5,517 $ — N/A 2021 N/A
+Added: Forest Park Pavilion IV Dallas, TX — 7,014 — — 7,014 — 7,014 — N/A 2019 N/A
+Added: Houston Heights Houston, TX — 10,445 — 5 10,445 5 10,450 — N/A 2020 N/A
$ — $ 22,963 $ — $ 18 $ 22,963 $ 18 $ 22,981 $ —
+Added: Real estate held for sale $ — $ ( 2,401 ) $ ( 39,693 ) $ 12,285 ( 2,401 ) ( 27,408 ) ( 29,809 ) $ 6,263
Total $ — $ 633,514 $ 6,116,214 $ 579,168 $ 640,382 $ 6,688,516 $ 7,328,898 $ ( 1,395,479 )
−Removed: (a) The cost capitalized subsequent to acquisition is net of dispositions.
+Added: (a) The cost capitalized subsequent to acquisition is net of dispositions or other write-downs and impairment.
(b) The above table excludes lease intangibles;
see notes (d) and (g).
−Removed: HEALTHCARE TRUST OF AMERICA, INC.
−Removed: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
−Removed: SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)
(c) The changes in total real estate for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands):
4 unchanged sentences
Additions 188,592 121,777 90,859
−Removed: Dispositions ( 26,820 ) ( 27,906 ) ( 180,965 )
−Removed: Impairments — — ( 8,887 )
+Added: Dispositions and other ( 189,156 ) ( 26,820 ) ( 27,906 )
+Added: Impairment ( 22,938 ) — —
+Added: Held for sale ( 29,809 ) — —
Balance as of the end of the year (d) $ 7,328,898 $ 7,104,085 $ 6,837,400
6 unchanged sentences
Additions 246,417 236,271 217,566
−Removed: Dispositions ( 19,115 ) ( 15,006 ) ( 55,132 )
+Added: Dispositions and other ( 146,879 ) ( 19,115 ) ( 15,006 )
+Added: Held for sale ( 6,263 ) — —
Balance as of the end of the year (g) $ 1,395,479 $ 1,302,204 $ 1,085,048
4 unchanged sentences
AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
+Added: SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)
+Added: HEALTHCARE TRUST OF AMERICA, INC.
+Added: AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE ASSETS
−Removed: Interest Rate Final Maturity Date Payment Terms Prior Liens Face Amount of Mortgages Carrying Amount of Mortgages Principal Amount of Loans Subject to Delinquent Principal or Interest
−Removed: First trust deed on medical real estate located in:
+Added: Interest Rate Final Maturity Date Payment Terms Prior Liens Face Amount Carrying Amount Principal Amount of Loans Subject to Delinquent Principal or Interest
+Added: Mortgage loan on real estate located in:
Texas 10.00 % 7/1/2022 (1) $ — $ 15,000 $ 14,267 $ —
+Added: Mezzanine loans on real estate located in:
Texas 8.00 % 6/24/2024 (2) — 49,319 48,793 —
−Removed: $ — $ 9,000 $ 555 $ —
−Removed: (1) Interest only payments for twelve months commencing July 1, 2016 through and including June 1, 2017.
−Removed: Thereafter, 48 monthly principal and interest payments of $ 69 thousand with one final, balloon payment on the maturity date for all unpaid principal and interest.
−Removed: (2) Interest only payments for twelve months with one final, balloon payment on the maturity date for all unpaid principal and interest.
−Removed: The loan was retired in October 2020 in connection with HTA’s acquisition of the underlying asset.
+Added: North Carolina 8.00 % 12/22/2024 (3) — 6,000 6,012 —
+Added: Total real estate notes receivable $ — $ 70,319 $ 69,072 $ —
+Added: Accrued interest receivable — — 42 —
+Added: Total real estate notes receivable, net $ — $ 70,319 $ 69,114 $ —
+Added: (1) Twelve-month prefunded interest reserve, with principal sum and interest on unpaid principal due on the maturity date.
+Added: (2) Interest is accrued and funded utilizing interest reserves, funded through payment-in-kind interest, until such time the interest reserve is fully funded.
+Added: Thereafter, interest only payments due with principal and any unpaid interest due on the maturity date.
+Added: (2) Capitalized interest through maturity, with outstanding principal and accrued interest due on the maturity date.
The following shows changes in the carrying amounts of mortgage loans on real estate assets during the years ended December 31, 2021, 2020 and 2019 (in thousands):
2 unchanged sentences
Balance as of the beginning of the year $ 555 $ 1,332 $ 2,070
−Removed: New mortgage loans 6,000 — —
+Added: New real estate notes 67,032 6,000 —
+Added: Capitalized interest 1,841 — —
+Added: Accretion of fees and other items 932 — —
Mortgage loan retired in connection with an acquisition — ( 6,000 ) —
−Removed: Collection of mortgage loans ( 777 ) ( 738 ) ( 703 )
+Added: Collection of real estate loans ( 555 ) ( 777 ) ( 738 )
+Added: Deferred fees and other items ( 691 ) — —
Balance as of the end of the year $ 69,114 $ 555 $ 1,332
2 unchanged sentences
The following exhibits are included, or incorporated by reference, in this Annual Report for the fiscal year ended December 31, 2021 (and are numbered in accordance with Item 601 of Regulation S-K).
−Removed: 1.1 Equity Distribution Agreement, dated January 27, 2016, among Healthcare Trust of America, Inc.
−Removed: and Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC, BMO Capital Markets Corp., Jefferies LLC and J.P.
−Removed: Morgan Securities LLC, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on January 27, 2016 and incorporated herein by reference).
1.1 Underwriting Agreement, dated May 2, 2017, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC, J.P.
4 unchanged sentences
Bancorp Investments, Inc., as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on June 7, 2017 and incorporated herein by reference).
−Removed: 1.4 Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and J.P.
−Removed: Morgan Securities LLC and JPMorgan Chase Bank, National Association, London Branch, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
−Removed: 1.5 Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BMO Capital Markets Corp.
−Removed: and Bank of Montreal, on the other hand (included as Exhibit 1.2 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
−Removed: 1.6 Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and MUFG Securities Americas Inc.
−Removed: and MUFG Securities EMEA plc, on the other hand (included as Exhibit 1.3 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
−Removed: 1.7 Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, on the other hand (included as Exhibit 1.4 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
−Removed: 1.8 Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A., on the other hand (included as Exhibit 1.5 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
−Removed: 1.9 Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Jefferies LLC, on the other hand (included as Exhibit 1.6 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
−Removed: 1.10 Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc.
−Removed: and JPMorgan Chase Bank, National Association, London Branch (included as Exhibit 1.7 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference) .
−Removed: 1.11 Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc.
−Removed: and Bank of Montreal.
−Removed: (included as Exhibit 1.8 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference) .
−Removed: 1.12 Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc.
−Removed: and MUFG Securities EMEA plc.
−Removed: (included as Exhibit 1.9 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference) .
−Removed: 1.13 Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc.
−Removed: and Wells Fargo Bank, National Association.
−Removed: (included as Exhibit 1.10 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
−Removed: 1.14 Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc.
−Removed: and Bank of America, N.A.
−Removed: (included as Exhibit 1.11 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
−Removed: 1.15 Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc.
−Removed: and Jefferies LLC.
−Removed: (included as Exhibit 1.12 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
1.3 Underwriting Agreement, dated September 5, 2019, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and BofA Securities, Inc., J.P.
2 unchanged sentences
and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on September 6, 2019 and incorporated herein by reference).
−Removed: 1.17 Amendment No.
−Removed: 1, dated November 29, 2019, to Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and J.P.
−Removed: Morgan Securities LLC and JPMorgan Chase Bank, National Association, London Branch, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
−Removed: 1.18 Amendment No.
−Removed: 1, dated November 29, 2019, to Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BMO Capital Markets Corp.
−Removed: and Bank of Montreal, on the other hand (included as Exhibit 1.2 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
−Removed: 1.19 Amendment No.
−Removed: 1, dated November 29, 2019, to Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and MUFG Securities Americas Inc.
−Removed: and MUFG Securities EMEA plc, on the other hand (included as Exhibit 1.3 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
−Removed: 1.20 Amendment No.
−Removed: 1, dated November 29, 2019, to Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, on the other hand (included as Exhibit 1.4 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
−Removed: 1.21 Amendment No.
−Removed: 1, dated November 29, 2019, to Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BofA Securities, Inc.
−Removed: (an assignee of Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Bank of America, N.A., on the other hand (included as Exhibit 1.5 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
−Removed: 1.22 Amendment No.
−Removed: 1, dated November 29, 2019, to Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Jefferies LLC, on the other hand (included as Exhibit 1.6 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
−Removed: 1.23 Amendment No.
−Removed: 1, dated November 29, 2019, to Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc.
−Removed: and JPMorgan Chase Bank, National Association, London Branch (included as Exhibit 1.7 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
−Removed: 1.24 Amendment No.
−Removed: 1, dated November 29, 2019, to Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc.
−Removed: and Bank of Montreal (included as Exhibit 1.8 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
−Removed: 1.25 Amendment No.
−Removed: 1, dated November 29, 2019, to Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc.
−Removed: and MUFG Securities EMEA plc (included as Exhibit 1.9 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
−Removed: 1.26 Amendment No.
−Removed: 1, dated November 29, 2019, to Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc.
−Removed: and Wells Fargo Bank, National Association (included as Exhibit 1.10 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
−Removed: 1.27 Amendment No.
−Removed: 1, dated November 29, 2019, to Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc.
−Removed: and Bank of America, N.A.
−Removed: (included as Exhibit 1.11 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
−Removed: 1.28 Amendment No.
−Removed: 1, dated November 29, 2019, to Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc.
−Removed: and Jefferies LLC (included as Exhibit 1.12 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
−Removed: 1.29 Underwriting Agreement, dated September 14, 2020, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and Wells F argo Securities, LLC, Jefferies LLC, J.P.
+Added: 1.4 Underwriting Agreement, dated September 14, 2020, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and Wells Fargo Securities, LLC, Jefferies LLC, J.P.
Morgan Securities LLC, and U.S.
1 unchanged sentence
as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on September 15, 2020 and incorporated herein by reference).
+Added: 1.5 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and J.P.
+Added: Morgan Securities LLC and JPMorgan Chase Bank, National Association, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.6 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BMO Capital Markets Corp.
+Added: and Bank of Montreal, on the other hand (included as Exhibit 1.2 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.7 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and MUFG Securities Americas Inc.
+Added: and MUFG Securities EMEA plc, on the other hand (included as Exhibit 1.3 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.8 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, on the other hand (included as Exhibit 1.4 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.9 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BofA Securities, Inc.
+Added: and Bank of America, N.A., on the other hand (included as Exhibit 1.5 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.10 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Jefferies LLC, on the other hand (included as Exhibit 1.6 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.11 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Morgan Stanley & Co.
+Added: LLC, on the other hand (included as Exhibit 1.7 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.12 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Capital One Securities, Inc., on the other hand (included as Exhibit 1.8 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.13 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BTIG, LLC, on the other hand (included as Exhibit 1.9 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.14 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Scotia Capital (USA) Inc.
+Added: and the Bank of Nova Scotia, on the other hand (included as Exhibit 1.10 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.15 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.
+Added: and JPMorgan Chase Bank, National Association (included as Exhibit 1.11 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.16 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.
+Added: and Bank of Montreal (included as Exhibit 1.12 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.17 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.
+Added: and MUFG Securities EMEA plc.
+Added: (included as Exhibit 1.13 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.18 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.
+Added: and Wells Fargo Bank, National Association (included as Exhibit 1.14 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.19 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.
+Added: and Bank of America, N.A.
+Added: (included as Exhibit 1.15 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.20 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.
+Added: and Jefferies LLC (included as Exhibit 1.16 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.21 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.
+Added: and Morgan Stanley & Co.
+Added: LLC (included as Exhibit 1.17 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 1.22 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc.
+Added: and The Bank of Nova Scotia (included as Exhibit 1.18 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
+Added: 2.1 Agreement and Plan of Merger, dated as of February 28, 2022, among Healthcare Realty Trust Incorporated, Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, and HR Acquisition 2, LLC (included as Exhibit 2.1 to our Current Report on Form 8-K filed on March 1, 2022 and incorporated herein by reference).
3.1 Fifth Articles of Amendment and Restatement of Healthcare Trust of America, Inc., effective March 11, 2014 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on March 11, 2014 and incorporated herein by reference).
43 unchanged sentences
5.11 Opinion of McDermott Will & Emery LLP (included as Exhibit 5.2 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
+Added: 5.12 Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
8.1 Opinion of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
2 unchanged sentences
8.4 Opinion of McDermott Will & Emery LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
−Removed: 10.1* Agreement Representing Indemnification Matters, dated February 22, 2021.
+Added: 10.1 Agreement Representing Indemnification Matters, dated February 22, 2021 (included as Exhibit 10.1 to our Annual Report on Form 10-K filed on February 24, 202 1 and incorporated herein by reference).
10.2 Form of Indemnification Agreement executed by Jay P.
74 unchanged sentences
10.39 Form of Indemnification Agreement executed by H.
−Removed: Lee Cooper (included as Exhibit 10.1 to our Annual Report on Form 10- K filed on February 18, 2020 and incorpo rated herein by reference) .
−Removed: 10.40 Agreement Respecting Indemnification Matters, dated November 3, 2020 (included as Exhibit 10.1 to our Quarte rly R eport on Form 10-Q fi led on November 4, 2020 and incorpo rated herein by reference).
+Added: Lee Cooper (included as Exhibit 10.1 to our Annual Report on Form 10-K filed on February 18, 2020 and incorporated herein by reference).
+Added: 10.40 Agreement Respecting Indemnification Matters, dated November 3, 2020 (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 4, 2020 and incorporated herein by reference).
+Added: 10.41† Healthcare Trust of America, Inc.
+Added: Amended and Restated 2006 Incentive Plan, dated April 29, 2021 (included as Exhibit 99.1 to our Current Report on Form 8-K filed on July 8, 2021 and incorporated herein by reference).
+Added: 10.42 Employment Agreement between Healthcare Trust of America, Inc.
+Added: Foss dated September 16, 2021 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on September 17, 2021 and incorporated herein by reference).
+Added: 10.43 Credit Agreement by and among Healthcare Trust of America, LP, Healthcare Trust of America, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, U.S.
+Added: Bank National Association, Capital One, National Association, PNC Bank, National Association and Bank of America, N.A., as syndication agents, Bank of Montreal, The Bank of Nova Scotia, Fifth Third Bank, National Association, Mizuho Bank, LTD., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD.
+Added: and Regions Bank, as documentation agents, and the lenders named therein, dated October 6, 2021 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on October 7, 2021 and incorporated herein by reference).
21.1* Subsidiaries.
15 unchanged sentences
23.16 Consents of McDermott Will & Emery LLP (included as Exhibit 5.2 and 8.1 to our current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
+Added: 23.17 Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
22 unchanged sentences
Healthcare Trust of America, Inc.
−Removed: Peters Chief Executive Officer, President and Chairman
−Removed: Peters (Principal Executive Officer)
−Removed: February 24, 2021
+Added: Foss Interim President and Chief Executive Officer
+Added: Foss (Principal Executive Officer)
+Added: March 1, 2022
/s/ Robert A.
1 unchanged sentence
Milligan (Principal Financial Officer and Principal Accounting Officer)
−Removed: February 24, 2021
+Added: March 1, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: Peters Chief Executive Officer, President and Chairman
−Removed: Peters (Principal Executive Officer)
−Removed: February 24, 2021
+Added: Foss Interim President and Chief Executive Officer
+Added: Foss (Principal Executive Officer)
+Added: March 1, 2022
/s/ Robert A.
1 unchanged sentence
Milligan (Principal Financial Officer and Principal Accounting Officer)
−Removed: February 24, 2021
+Added: March 1, 2022
Bradley Blair, II Lead Director
Bradley Blair, II
−Removed: February 24, 2021
+Added: March 1, 2022
Booth Director
−Removed: February 24, 2021
+Added: March 1, 2022
Lee Cooper Director
−Removed: February 24, 2021
+Added: March 1, 2022
/s/ Warren D.
−Removed: February 24, 2021
−Removed: Foss Director
−Removed: February 24, 2021
+Added: March 1, 2022
Leupp Director
−Removed: February 24, 2021
−Removed: Wescombe Director
−Removed: February 24, 2021
+Added: March 1, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.
2 unchanged sentences
its General Partner
−Removed: Peters Chief Executive Officer, President and Chairman
−Removed: Peters (Principal Executive Officer)
−Removed: February 24, 2021
+Added: Foss Interim President and Chief Executive Officer
+Added: Foss (Principal Executive Officer)
+Added: March 1, 2022
/s/ Robert A.
1 unchanged sentence
Milligan (Principal Financial Officer and Principal Accounting Officer)
−Removed: February 24, 2021
+Added: March 1, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: Peters Chief Executive Officer, President and Chairman
−Removed: Peters (Principal Executive Officer) of Healthcare Trust of America, Inc.,
−Removed: February 24, 2021 general partner of Healthcare Trust of America Holdings, LP
+Added: Foss Interim President and Chief Executive Officer
+Added: Foss (Principal Executive Officer) of Healthcare Trust of America, Inc.,
+Added: March 1, 2022 general partner of Healthcare Trust of America Holdings, LP
/s/ Robert A.
1 unchanged sentence
Milligan (Principal Financial Officer and Principal Accounting Officer) of
−Removed: February 24, 2021 Healthcare Trust of America, Inc., general partner of Healthcare Trust
+Added: March 1, 2022 Healthcare Trust of America, Inc., general partner of Healthcare Trust
of America Holdings, LP
1 unchanged sentence
Bradley Blair, II Healthcare Trust of America Holdings, LP
−Removed: February 24, 2021
+Added: March 1, 2022
Booth Director of Healthcare Trust of America, Inc., general partner of
Booth Healthcare Trust of America Holdings, LP
−Removed: February 24, 2021
+Added: March 1, 2022
Lee Cooper Director of Healthcare Trust of America, Inc., general partner of
Lee Cooper Healthcare Trust of America Holdings, LP
−Removed: February 24, 2021
+Added: March 1, 2022
/s/ Warren D.
1 unchanged sentence
Fix Healthcare Trust of America Holdings, LP
−Removed: February 24, 2021
−Removed: Foss Director of Healthcare Trust of America, Inc., general partner of
−Removed: Foss Healthcare Trust of America Holdings, LP
−Removed: February 24, 2021
+Added: March 1, 2022
Leupp Director of Healthcare Trust of America, Inc., general partner of
Leupp Healthcare Trust of America Holdings, LP
−Removed: February 24, 2021
−Removed: Wescombe Director of Healthcare Trust of America, Inc., general partner of
−Removed: Wescombe Healthcare Trust of America Holdings, LP
−Removed: February 24, 2021
+Added: March 1, 2022
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.