What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-05-09 compared with 2021-11-05 · 246 added, 386 removed, 600 unchanged (51% of the section changed)

3 unchanged sentences

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

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Real estate investments:

30 unchanged sentences

1,000,000,000 shares authorized;

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

229,076,322 and 228,879,846 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

Additional paid-in capital 5,180,579 5,178,132

Accumulated other comprehensive loss ( 11,327 ) ( 16,979 )

Accumulated other comprehensive income (loss) 1,727 ( 7,041 )

Cumulative dividends in excess of earnings ( 1,971,904 ) ( 1,915,776 )

7 unchanged sentences

(In thousands, except for per share data)

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

2021 2020 2021 2020

Three Months Ended March 31,

Rental income $ 200,243 $ 191,350

Interest and other operating income

1,430 68 1,694 488

Total revenues 202,002 191,493

1 unchanged sentence

General and administrative 12,448 10,560

Merger-related costs 6,018 —

Transaction 144 96

2 unchanged sentences

23,940 22,986

Impairment — — 16,825 —

Total expenses 183,820 169,495

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

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

Loss on sale of real estate, net ( 4 ) —

Income from unconsolidated joint venture 400 392

Other income 88 3

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

Net (income) loss attributable to non-controlling interests

Net income $ 18,666 $ 22,393

Net income attributable to non-controlling interests

( 351 ) ( 363 )

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

Net income attributable to common stockholders $ 18,315 $ 22,030

Earnings per common share - basic:

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

Net income attributable to common stockholders $ 0.08 $ 0.10

Earnings per common share - diluted:

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

Net income attributable to common stockholders $ 0.08 $ 0.10

Weighted average common shares outstanding:

3 unchanged sentences

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

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

2021 2020 2021 2020

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

Other comprehensive income (loss)

Change in unrealized gains (losses) on cash flow hedges 1,435 2,054 5,750 ( 23,672 )

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

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

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

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

Three Months Ended March 31,

Net income $ 18,666 $ 22,393

Other comprehensive income

Change in unrealized gains on cash flow hedges 8,817 2,792

Total other comprehensive income 8,817 2,792

Total comprehensive income 27,483 25,185

Comprehensive income attributable to non-controlling interests ( 400 ) ( 407 )

Total comprehensive income attributable to common stockholders $ 27,083 $ 24,778

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

5 unchanged sentences

Balance as of December 31, 2020 218,578 $ 2,186 $ 4,916,784 $ ( 16,979 ) $ ( 1,727,752 ) $ 3,174,239 $ 60,680 $ 3,234,919

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

Share-based award transactions, net

6 unchanged sentences

— — — — 22,030 22,030 363 22,393

Other comprehensive loss

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

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

Issuance of OP Units in HTALP — — — — — — 1,378 1,378

Share-based award transactions, net

( 1 ) — 2,100 — — 2,100 — 2,100

Repurchase and cancellation of common stock

( 7 ) — ( 174 ) — — ( 174 ) — ( 174 )

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

Dividends declared ($ 0.315 ) per common share)

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

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

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

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

Share-based award transactions, net

28 1 1,831 — — 1,832 — 1,832

Repurchase and cancellation of common stock

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

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

Dividends declared ($ 0.320 ) per common share)

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

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

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

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

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Cont’d)

(In thousands)

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

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

12 unchanged sentences

Balance as of March 31, 2022 229,076 $ 2,291 $ 5,180,579 $ 1,727 $ ( 1,971,904 ) $ 3,212,693 $ 83,674 $ 3,296,367

Share-based award transactions, net

( 6 ) — 2,065 — — 2,065 — 2,065

Repurchase and cancellation of common stock

( 5 ) — ( 129 ) — — ( 129 ) — ( 129 )

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

Dividends declared ($ 0.320 ) per common share)

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

— — — — 38,011 38,011 728 38,739

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

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

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

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

Share-based award transactions, net

— — ( 368 ) — — ( 368 ) — ( 368 )

Repurchase and cancellation of common stock

— — ( 12 ) — — ( 12 ) — ( 12 )

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

Dividends declared ($ 0.325 ) per common share)

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

— — — — 21,672 21,672 370 22,042

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

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

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

2 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

6 unchanged sentences

Distributions from unconsolidated joint venture 785 785

Impairment 16,825 —

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

Loss on extinguishment of debt, net — 27,726

Loss on sale of real estate, net 4 —

Changes in operating assets and liabilities:

9 unchanged sentences

Collection of real estate notes receivable — 200

Loan origination fees 325 —

Advances on real estate notes receivable ( 2,270 ) —

3 unchanged sentences

Payments on unsecured revolving credit facility ( 50,000 ) ( 15,000 )

Proceeds from unsecured senior notes — 793,568

Payments on unsecured senior notes — ( 300,000 )

Payments on secured mortgage loans — ( 114,060 )

Deferred financing costs ( 5,355 ) —

Debt extinguishment costs — ( 25,938 )

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

Issuance of OP Units — 1,378

Repurchase and cancellation of common stock ( 1,641 ) ( 3,248 )

1 unchanged sentence

Distributions paid to non-controlling interest of limited partners ( 1,402 ) ( 1,485 )

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

Net cash used in financing activities ( 57,775 ) ( 74,733 )

Net change in cash, cash equivalents and restricted cash ( 41,647 ) ( 85,679 )

5 unchanged sentences

(In thousands, except unit data)

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Real estate investments:

26 unchanged sentences

Partners’ Capital:

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

Limited partners’ capital, 4,050,493 and 4,142,408 OP Units issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

83,404 86,442

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

General partners’ capital, 229,076,322 and 228,879,846 OP Units issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

3,212,963 3,257,874

5 unchanged sentences

(In thousands, except for per unit data)

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

2021 2020 2021 2020

Three Months Ended March 31,

Rental income $ 200,243 $ 191,350

Interest and other operating income

1,430 68 1,694 488

Total revenues 202,002 191,493

1 unchanged sentence

General and administrative 12,448 10,560

Merger-related costs 6,018 —

Transaction 144 96

1 unchanged sentence

Interest expense 23,940 22,986

Impairment — — 16,825 —

Total expenses 183,820 169,495

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

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

Loss on sale of real estate, net ( 4 ) —

Income from unconsolidated joint venture 400 392

Other income 88 3

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

Net income $ 18,666 $ 22,393

Net income attributable to non-controlling interests — —

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

Net income attributable to common unitholders $ 18,666 $ 22,393

Earnings per common OP Unit - basic:

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

Net income attributable to common unitholders $ 0.08 $ 0.10

Earnings per common OP Unit - diluted:

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

Net income attributable to common unitholders $ 0.08 $ 0.10

Weighted average common OP Units outstanding:

5 unchanged sentences

(In thousands)

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

2021 2020 2021 2020

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

Other comprehensive income (loss)

Change in unrealized gains (losses) on cash flow hedges 1,435 2,054 5,750 ( 23,672 )

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

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

Three Months Ended March 31,

Net income $ 18,666 $ 22,393

Other comprehensive income

Change in unrealized gains on cash flow hedges 8,817 2,792

Total other comprehensive income 8,817 2,792

Total comprehensive income 27,483 25,185

Comprehensive income attributable to non-controlling interests — —

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

Total comprehensive income attributable to common unitholders $ 27,483 $ 25,185

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

5 unchanged sentences

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

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

Share-based award transactions, net

7 unchanged sentences

Net income — 22,030 — 363 22,393

Other comprehensive loss — ( 22,138 ) — ( 360 ) ( 22,498 )

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

Issuance of limited partner OP Units 47 1,378 1,378

Share-based award transactions, net

( 1 ) 2,100 — — 2,100

Redemption and cancellation of general partner OP Units

( 7 ) ( 174 ) — — ( 174 )

Redemption of limited partner OP Units and other

40 1,096 ( 40 ) ( 1,096 ) —

Distributions declared ($ 0.315 per common OP Unit)

— ( 68,827 ) — ( 1,162 ) ( 69,989 )

Net income — 13,489 — 236 13,725

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

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

Share-based award transactions, net

28 1,832 — — 1,832

Redemption and cancellation of general partner OP Units

( 11 ) ( 296 ) — — ( 296 )

Redemption of limited partner OP Units and other

34 813 ( 34 ) ( 813 ) —

Distributions declared ($ 0.320 ) per common OP Unit)

— ( 69,938 ) — ( 1,133 ) ( 71,071 )

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

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

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

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

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

(In thousands)

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

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

12 unchanged sentences

Balance as of March 31, 2022 229,076 $ 3,212,963 4,050 $ 83,404 $ 3,296,367

Share-based award transactions, net

( 6 ) 2,065 — — 2,065

Redemption and cancellation of general partner OP Units

( 5 ) ( 129 ) — — ( 129 )

Redemption of limited partner OP Units and other

13 291 ( 13 ) ( 291 ) —

Distributions declared ($ 0.320 per common OP Unit)

— ( 70,019 ) — ( 1,278 ) ( 71,297 )

— 38,011 — 728 38,739

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

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

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

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

Share-based award transactions, net

— ( 368 ) — — ( 368 )

Redemption and cancellation of general partner OP Units

— ( 12 ) — — ( 12 )

Redemption of limited partner OP Units and other

13 313 ( 13 ) ( 313 ) —

Distributions declared ($ 0.325 per common OP Unit)

— ( 71,633 ) — ( 1,535 ) ( 73,168 )

— 21,672 — 370 22,042

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

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

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

2 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

6 unchanged sentences

Distributions from unconsolidated joint venture 785 785

Impairment 16,825 —

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

Loss on extinguishment of debt, net — 27,726

Loss on sale of real estate, net 4 —

Changes in operating assets and liabilities:

9 unchanged sentences

Collection of real estate notes receivable — 200

Loan origination fees 325 —

Advances on real estate notes receivable ( 2,270 ) —

3 unchanged sentences

Payments on unsecured revolving credit facility ( 50,000 ) ( 15,000 )

Proceeds from unsecured senior notes — 793,568

Payments from unsecured senior notes — ( 300,000 )

Payments on secured mortgage loans — ( 114,060 )

Deferred financing costs ( 5,355 ) —

Debt extinguishment costs — ( 25,938 )

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

Issuance of OP Units — 1,378

Repurchase and cancellation of general partner units ( 1,641 ) ( 3,248 )

1 unchanged sentence

Distributions paid to limited partners and redeemable non-controlling interests ( 1,402 ) ( 1,485 )

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

Net cash used in financing activities ( 57,775 ) ( 74,733 )

Net change in cash, cash equivalents and restricted cash ( 41,647 ) ( 85,679 )

18 unchanged sentences

Additionally, from time to time we consider, on an opportunistic basis, significant portfolio acquisitions that we believe fit our core business and we expect to enhance our existing portfolio.

Merger with Healthcare Realty Trust Incorporated

On February 28, 2022, Healthcare Trust of America, Inc.

(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”).

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”).

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”).

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”).

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.

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 as specified by HR for a cash purchase price equal to the reasonably equivalent fair market value of the assets transferred.

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.

The Company has obtained a commitment letter from JPMorgan Chase Bank, N.A.

for a $ 1.7 billion bridge financing facility.

HTA and HR have received letters of intent from, and are in advanced negotiations with, three institutional investors for a combination of joint ventures and asset sales totaling $ 1.7 billion at a weighted average cap rate of approximately 4.8 %.

Net proceeds from these transactions are expected to be approximately $ 1.6 billion.

The transactions may occur in separate tranches, with the initial transactions targeted to close prior to the vote on the contemplated Merger by HR and HTA stockholders and the remainder to be completed on or around the closing date of the contemplated Merger.

These transactions are subject to execution of definitive documentation and customary closing conditions.

In addition, HTA and HR have secured initial commitments for amended and restated credit facilities, including the following:

(i) a $ 1.5 billion revolving credit facility;

(ii) $ 1.5 billion of term loans, including $ 650 million of new capacity;

and (iii) a $ 1.1 billion asset sale term loan to replace the transaction bridge loan commitment and to backstop the $ 1.1 billion special dividend to HTA stockholders, if needed, depending on the timing of asset sales and joint ventures.

Additionally, on May 2, 2022, HTA and HR filed a Form S-4 Registration Statement with the SEC in connection with the contemplated Merger.

Please review this Form S-4 for more information about the contemplated Merger.

HEALTHCARE TRUST OF AMERICA, INC.

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

The Merger Agreement contains customary representations, warranties and covenants by each party.

The Merger is subject to certain conditions which are set forth in the Merger Agreement, including the approval of both companies’ stockholders.

The boards of directors of the Company and HR have unanimously approved the Merger Agreement.

The Merger is expected to close during the third quarter of 2022.

COVID-19 Pandemic

2 unchanged sentences

While many businesses have reopened and vaccinations are becoming more widely available to the general population, the economic uncertainty created by the COVID-19 pandemic continue to present risks to the Company and the future results of our operations.

Although we did not experience significant disruptions from the COVID-19 pandemic during the nine months ended September 30, 2021, should current and planned measures, including further development and delivery of vaccines and other measures intended to reduce or eliminate the spread of COVID-19, past and/or proposed economic stimulus, and other laws, acts and orders proposed or enacted by these various governmental agencies ultimately not be successful or limited in their efficacy, our business and the broader real estate industry may experience significant adverse consequences.

Although we did not experience significant disruptions from the COVID-19 pandemic during the three months ended March 31, 2022, should current and planned measures, including further development and delivery of vaccines and other measures intended to reduce or eliminate the spread of COVID-19, past and/or proposed economic stimulus, and other laws, acts and orders proposed or enacted by these various governmental agencies ultimately not be successful or limited in their efficacy, our business and the broader real estate industry may experience significant adverse consequences.

These consequences include loss of revenues, increased expenses, increased costs of materials, difficulty in maintaining an active workforce, and constraints on our ability to secure capital or financing, among other factors.

7 unchanged sentences

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

HEALTHCARE TRUST OF AMERICA, INC.

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

Interim Unaudited Financial Data

1 unchanged sentence

Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations.

Accordingly, our accompanying condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements.

Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods.

Accordingly, our accompanying condensed consolidated financial statements (i) do not include all information and footnotes required by GAAP for complete financial statements, and (ii) reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods.

Interim results of operations are not necessarily indicative of the results to be expected for the full year;

7 unchanged sentences

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

As of September 30, 2021 and December 31, 2020, there were approximately 4.7 million and 3.5 million, respectively, of OP Units issued and outstanding held by non-controlling interest holders.

As of both March 31, 2022 and December 31, 2021, there were approximately 4.1 million of OP Units issued and outstanding held by non-controlling interest holders.

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

4 unchanged sentences

A primary beneficiary is one that has both:

(i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance;

(i) the power to direct the activities

HEALTHCARE TRUST OF AMERICA, INC.

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

of the VIE that most significantly impacts the entity’s economic performance;

and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity.

3 unchanged sentences

However, because we hold what is deemed a majority voting interest in the HTALP operating partnership and our other joint venture arrangements, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs.

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

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

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

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

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

Use of Estimates

2 unchanged sentences

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

HEALTHCARE TRUST OF AMERICA, INC.

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

Cash, Cash Equivalents and Restricted Cash

6 unchanged sentences

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

September 30,

Cash and cash equivalents $ 10,944 $ 29,990

13 unchanged sentences

Investments in Real Estate

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

Depreciation expense of buildings and improvements for the nine months ended September 30, 2021 and 2020 was $ 183.8 million and $ 176.4 million, respectively.

Depreciation expense of buildings and improvements for the three months ended March 31, 2022 and 2021 was $ 62.3 million and $ 61.2 million, respectively.

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

1 unchanged sentence

All of our leases for which we are the lessor are classified as operating leases under Topic 842.

HEALTHCARE TRUST OF AMERICA, INC.

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

Leases, for which we are the lessee, are classified as separate components on our accompanying condensed consolidated balance sheets.

3 unchanged sentences

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

Through the duration of the coronavirus (“COVID-19”) pandemic, changes to our leases as a result of COVID-19 have been in two categories.

Leases are categorized based upon the impact of the modification on its cash flows.

One category is rent deferrals for which the guidance provided by the Lease Modification Q&A issued by the Financial Accounting Standards Board (“FASB”) in April 2020 was utilized, which provided relief from requiring a lease by lease analysis pursuant to Topic 842.

These deferrals are generally for up to three months of rent with a payback period from three to twelve months once the deferral period has ended.

Deferrals do not have an impact on cash flows over the lease term, rather, payments are made in different periods while the cash flows for the entirety of the lease term are the same.

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

In 2020, which is the period that we believe constituted the majority of our COVID-related deferral requests, we approved deferral plans totaling approximately $ 11.1 million, of which approximately $ 10.8 million have been repaid through September 30, 2021.

HEALTHCARE TRUST OF AMERICA, INC.

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

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

This category is treated as a modification under Topic 842, with the existing balance of the cumulative difference between rental income and payment amounts (existing straight line rent receivable) being recast over the new term, factoring in any changes attributable to the new lease arrangement and for which we performed a lease by lease analysis.

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

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

The Lease Modification Q&A had no material impact on our condensed consolidated financial statements as of and for the nine months ended September 30, 2021, however, its future impact to us is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by us at the time of entering into any such concessions.

Real Estate Held for Sale

2 unchanged sentences

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

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

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

The following table represents the major classes of assets and liabilities, and the balance sheet classification as of September 30, 2021 (in thousands):

September 30, 2021

Buildings and Improvements 27,408

Lease intangibles 4,769

Accumulated depreciation and amortization ( 8,148 )

Real estate assets held for sale, net 26,430

Receivables and other assets, net 619

Assets held for sale, net $ 27,049

Security deposits, prepaid rent & other liabilities $ 1

Intangible liabilities, net 262

Liabilities of assets held for sale $ 263

As of March 31, 2022, the Company had no properties classified as held for sale.

As of December 31, 2021, the Company had one property classified as held for sale.

Real Estate Notes Receivable

1 unchanged sentence

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.

As of March 31, 2022, real estate notes receivable, net totaled $ 72.7 million.

During the three months ended March 31, 2022, we recognized interest income of $ 1.6 million related to real estate note receivable.

The following table summarizes real estate notes receivable as of March 31, 2022 (in thousands):

Stated Interest Rate Maximum Loan Commitment Outstanding Loan Amount

Origination Date Maturity Date March 31, 2022

Mezzanine Loans - Texas (1)

6/24/2021 6/24/2024 8 % $ 54,119 $ 52,662

Mezzanine Loan - North Carolina 12/22/2021 12/22/2024 8 % 6,000 6,000

Mortgage Loan - Texas 6/30/2021 7/1/2022 10 % 15,000 15,000

Accrued interest receivable 159

Unamortized fees and costs ( 762 )

Unearned revenue ( 358 )

(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.

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.

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

Accordingly, we have recorded no reserve for credit loss as of September 30, 2021.

Accordingly, we have recorded no reserve for credit loss as of March 31, 2022.

Unconsolidated Joint Ventures

1 unchanged sentence

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

As of September 30, 2021 and December 31, 2020, we had a 50 % interest in one such investment with a carrying value and maximum exposure to risk of $ 63.2 million and $ 64.4 million, respectively, which is recorded in investment in unconsolidated joint venture on the accompanying condensed

As of March 31, 2022 and December 31, 2021, we had a 50 % interest in one such investment with a carrying value and maximum exposure to risk of $ 62.5 million and $ 62.8 million, respectively, which is recorded in investment in unconsolidated joint venture on the accompanying condensed consolidated balance sheets.

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

For each of the three months ended March 31, 2022 and 2021, we recognized income of $ 0.4 million.

HEALTHCARE TRUST OF AMERICA, INC.

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

consolidated balance sheets.

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

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

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

Recently Issued or Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

S-X Rule 13-01

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

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

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

ASU 2021-05, Leases (Topic 842):

Lessors - Certain Leases with Variable Lease Payments

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

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

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

We adopted ASU 2021-05 effective as of January 1, 2022.

The adoption of this standard did not have a material impact on our financial statements.

Recently Issued Accounting Pronouncements

5 unchanged sentences

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

ASU 2021-05, Leases (Topic 842):

Lessors - Certain Leases with Variable Lease Payments

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

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

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

Investments in Real Estate

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

For the three months ended March 31, 2022, our investments had an aggregate purchase price of $ 19.1 million.

As part of these investments, we incurred approximately $ 0.1 million of capitalized costs.

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

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

Nine Months Ended September 30,

The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the three months ended March 31, 2022 and 2021, respectively (in thousands):

Three Months Ended March 31,

Land $ 3,812 $ 1,093

7 unchanged sentences

Aggregate purchase price $ 19,094 $ 32,869

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

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

Due to the recent timing of the

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

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

condensed consolidated financial statements.

HEALTHCARE TRUST OF AMERICA, INC.

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

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

Nine Months Ended September 30,

The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the three months ended March 31, 2022 and 2021, respectively (in years):

Three Months Ended March 31,

Acquired intangible assets 4.4 6.4

1 unchanged sentence

Dispositions and Impairment

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

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

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

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

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

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

During the three months ended March 31, 2022, we closed the sale of a tenant purchase option on one of our MOBs located in Georgia for a gross sales price of $ 26.8 million, resulting in a net loss to us of approximately $ 4 thousand.

During the three months ended March 31, 2021, we had no dispositions.

During the three months ended March 31, 2022, and 2021, we recorded no impairment charges.

HEALTHCARE TRUST OF AMERICA, INC.

1 unchanged sentence

Intangible Assets and Liabilities

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

September 30, 2021 December 31, 2020

Intangible assets and liabilities consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands, except with respect to the weighted average remaining amortization terms):

March 31, 2022 December 31, 2021

Balance Weighted Average Remaining

13 unchanged sentences

Total $ 30,001 14.5 $ 31,331 14.3

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

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

2021 2020 2021 2020

The following is a summary of the net intangible amortization for the three months ended March 31, 2022 and 2021, respectively (in thousands):

Three Months Ended March 31,

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

3 unchanged sentences

Receivables and Other Assets

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

September 30, 2021 December 31, 2020

Receivables and other assets consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands):

March 31, 2022 December 31, 2021

Tenant receivables, net

6 unchanged sentences

Prepaid expenses, deposits, equipment and other, net 42,734 38,301

Derivative financial instruments - interest rate swaps 3,692 —

Real estate notes receivable, net 72,701 69,114

3 unchanged sentences

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

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

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

2021 2020 2021 2020

The following is a summary of the amortization of deferred leasing costs and financing costs for the three months ended March 31, 2022 and 2021, respectively (in thousands):

Three Months Ended March 31,

Amortization expense related to deferred leasing costs

1 unchanged sentence

Interest expense related to deferred financing costs 1,353 431

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

For the three months ended March 31, 2022, we added one new office lease that commences in April 2022.

Lessee - Maturity of Lease Liabilities

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

The following table summarizes the future minimum lease obligations of our operating and finance leases as of March 31, 2022 (in thousands):

Year Operating Leases Finance Leases

10 unchanged sentences

Lessor - Lease Revenues and Maturity of Future Minimum Rents

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

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

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

For the three months ended March 31, 2022 and 2021, we recognized $ 199.3 million and $ 190.4 million, respectively, of rental and other lease-related income related to our operating leases, of which $ 48.1 million and $ 45.1 million, respectively, were variable lease payments.

The following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of March 31, 2022 (in thousands):

2022 $ 432,329

3 unchanged sentences

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

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

September 30, 2021 December 31, 2020

Debt consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands):

March 31, 2022 December 31, 2021

Unsecured revolving credit facility $ 25,000 $ —

4 unchanged sentences

Deferred financing costs, net ( 17,199 ) ( 17,975 )

Premium, net ( 3,889 ) ( 3,844 )

Discount, net ( 3,917 ) ( 3,903 )

Total $ 3,053,884 $ 3,028,122

1 unchanged sentence

Unsecured Revolving Credit Facility due 2025

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

The maximum principal amount of the Unsecured Credit Agreement may be increased by up to $ 750.0 million, subject to certain conditions, for a total principal amount of $ 2.05 billion if so increased.

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

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

Borrowings under the unsecured revolving credit facility accrue interest at a rate equal to adjusted LIBOR, plus a margin ranging from 0.83 % to 1.55 % per annum based on our credit rating.

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

As of September 30, 2021, we had $ 50.0 million outstanding under this unsecured revolving credit facility at an interest rate of 1.13 % per annum.

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

The Credit Agreement 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.

Borrowings under the Revolver bear interest at a per annum rate equal to LIBOR plus a margin ranging from 0.725 % to 1.40 % based on our credit rating.

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

We incurred financing costs of $ 6.2 million in relation to the credit facility, which are being amortized through the maturity date.

As of March 31, 2022, we had $ 25.0 million outstanding under this unsecured revolving credit facility.

The margin associated with our borrowings was 0.85 % per annum and the facility fee was 0.20 % per annum.

Unsecured Term Loan due 2025

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

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

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

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.

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 March 31, 2022 was 0.95 % per annum.

We incurred financing costs of $ 1.8 million in relation to the unsecured term loan, which are being amortized through the maturity date.

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.

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

Third Amended and Restated Revolving Credit and Term Loan Agreement

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

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

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

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

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

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

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

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

HEALTHCARE TRUST OF AMERICA, INC.

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

The current hedging arrangement matures on February 1, 2023.

As of March 31, 2022, we had $ 300.0 million under this unsecured term loan outstanding.

$ 200.0 Million Unsecured Term Loan due 2024

In 2018, HTALP entered into a modification of our $ 200.0 million unsecured term loan previously due in 2023.

The modification decreased pricing at our current credit rating by 65 basis points and extended the maturity date to January 15, 2024.

The other material terms of the unsecured term loan prior to the modification remained substantially unchanged.

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

The margin associated with our borrowings as of September 30, 2021 was 1.00 % per annum.

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

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

This loan matures on January 15, 2024.

The margin associated with our borrowings as of March 31, 2022 was 1.00 % per annum.

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

As of March 31, 2022, we had $ 200.0 million under this unsecured term loan outstanding.

$ 600.0 Million Unsecured Senior Notes due 2026

2 unchanged sentences

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

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

As of March 31, 2022, we had $ 600.0 million of these unsecured senior notes outstanding that mature on August 1, 2026.

HEALTHCARE TRUST OF AMERICA, INC.

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

$ 500.0 Million Unsecured Senior Notes due 2027

2 unchanged sentences

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

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

As of March 31, 2022, we had $ 500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.

$ 650.0 million Unsecured Senior Notes due 2030

2 unchanged sentences

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

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

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.

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.

As of March 31, 2022, HTALP had $ 650.0 million of these unsecured senior notes outstanding that mature on February 15, 2030.

$ 800.0 million Unsecured Senior Notes due 2031

2 unchanged sentences

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

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

We incurred financing costs of $ 6.8 million in relation to this transaction, which are being amortized through the maturity date.

Proceeds from the issuance of these unsecured notes were used, in part, to redeem $ 300.0 million of unsecured senior notes.

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.

As of March 31, 2022, we had $ 800.0 million of these unsecured senior notes outstanding that mature on March 15, 2031.

Future Debt Maturities

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

The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of March 31, 2022 (in thousands):

Thereafter 1,950,000

Total $ 3,075,000

HEALTHCARE TRUST OF AMERICA, INC.

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

Deferred Financing Costs

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

As part of the $ 1.7 billion bridge financing commitment secured in connection with the pending Merger with HR as further described in Note 1 - Organization and Description of Business, we incurred commitment fees of approximately $ 5.4 million, which are being amortized through the commitment expiration date of September 2, 2022.

As of March 31, 2022, the future amortization of our deferred financing costs is as follows (in thousands):

Thereafter 4,597

Total $ 17,199

HEALTHCARE TRUST OF AMERICA, INC.

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

Debt Covenants

1 unchanged sentence

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

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

As of March 31, 2022, we believe that we were in compliance with all such financial covenants and reporting requirements.

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

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

We have also concluded as of March 31, 2022, that we were not aware of non-compliance with any of our financial or non-financial covenants in light of the ongoing COVID-19 pandemic.

Derivative Financial Instruments and Hedging Activities

17 unchanged sentences

During the next twelve months, we estimate that an additional $ 1.2 million will be reclassified from other comprehensive income in the accompanying condensed consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying condensed consolidated statements of operations.

HEALTHCARE TRUST OF AMERICA, INC.

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

As of September 30, 2021, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):

Interest Rate Swaps September 30, 2021

As of March 31, 2022, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):

Interest Rate Swaps March 31, 2022

Number of instruments 7

Notional amount $ 500,000

The table below presents the fair value of our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively (in thousands):

HEALTHCARE TRUST OF AMERICA, INC.

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

The table below presents the fair value of our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, respectively (in thousands):

Asset Derivatives Liability Derivatives

3 unchanged sentences

Balance Sheet

Location September 30, 2021 December 31, 2020 Balance Sheet

Location September 30, 2021 December 31, 2020

Location March 31, 2022 December 31, 2021 Balance Sheet

Location March 31, 2022 December 31, 2021

Interest rate swaps Receivables and other assets $ 3,692 $ — Derivative financial instruments $ — $ 5,069

The table below presents the gain or loss recognized on our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020, respectively (in thousands):

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

The table below presents the gain or loss recognized on our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021, respectively (in thousands):

Three Months Ended March 31,

Effect of Derivative Instruments Location in Statement of Operations and Comprehensive Income (Loss) 2022 2021

5 unchanged sentences

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

As of September 30, 2021, the fair value of derivatives in a net liability position, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was $ 9.6 million.

As of September 30, 2021, we have not posted any collateral related to these agreements and we were not in breach of any of the provisions of these agreements.

If we had breached any of the provisions of these agreements, we could have been required to settle our obligations under these agreements.

As of March 31, 2022, the fair value of derivatives in a net asset position, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was $ 3.6 million.

As of March 31, 2022, we have not posted any collateral related to these agreements and we were not in breach of any of the provisions of these agreements.

If we had breached any of the provisions of these agreements, we could have been required to settle our obligations, if any, under these agreements.

Commitments and Contingencies

We engage in litigation from time to time with various parties as a routine part of our business, including tenant defaults.

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

On May 6, 2022, a purported stockholder of the Company filed a lawsuit in the United States District Court for the Southern District of New York against us and seven of our current directors, captioned Shiva Stein v.

Healthcare Trust of America, Inc., et al., Case No.

1:22-cv-03703 (the “Complaint”).

The Complaint alleges that the preliminary proxy statement issued in connection with the Merger omits material information or contains misleading disclosures and that, as a result, (i) all of the defendants violated Section 14(a) of the Securities Exchange Act of 1934 (the Exchange Act) and (ii) our directors violated section 20(a) of the Exchange Act.

The Complaint seeks, among other things, (i) injunctive relief preventing the consummation of the transactions contemplated by the Merger Agreement;

(ii) rescission or rescissory damages to the extent the transactions contemplated by the Merger Agreement have been implemented;

(iii) dissemination of a proxy statement that does not omit material information or contain any misleading disclosures;

(iv) an accounting to plaintiff for all damages suffered as a result of the alleged wrongdoing;

and (v) an award of plaintiff’s expenses, including attorneys’ and experts’ fees.

We believe the claims asserted in the Complaint are without merit.

Additional lawsuits may be filed against us, our Board of Directors, and/or other parties to the Merger in connection with the transactions contemplated by the Merger Agreement.

HEALTHCARE TRUST OF AMERICA, INC.

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

In addition, we are, from time to time, also subject to claims and litigation arising in the ordinary course of business with respect to tenant litigation and threatened or asserted labor matters.

We do not believe liability from any reasonably foreseeable disposition of the aforementioned claims and litigation, individually or in the aggregate, would have a material effect on our consolidated financial position, results of operations or cash flows.

Environmental Matters

2 unchanged sentences

Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability at our properties that we believe would require additional disclosure or the recording of a loss contingency.

Unfunded Loan Commitments

Unfunded loan commitments include amounts undrawn on mezzanine loans.

As of September 30, 2021, unfunded loan commitments totaled $ 15.4 million.

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

6 unchanged sentences

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

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

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

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

All three of the arrangements have been extended and mature on December 31, 2021.

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

As of March 31, 2022, $ 750.0 million remained available for issuance by us under our current ATM.

Stock Repurchase Plan

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

As of September 30, 2021, the remaining amount of common stock available for repurchase under our stock repurchase plan was $ 300.0 million.

As of March 31, 2022, the remaining amount of common stock available for repurchase under our stock repurchase plan was $ 300.0 million.

Common Stock Dividends

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

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

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

HEALTHCARE TRUST OF AMERICA, INC.

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

See our accompanying condensed consolidated statements of equity and condensed statements of changes in partners’ capital for the dividends declared during the three months ended March 31, 2022 and 2021.

As of March 31, 2022, declared, but unpaid, dividends totaling $ 75.8 million were included in accounts payable and accrued liabilities.

On May 5, 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 July 15, 2022 to stockholders and unitholders of record on July 6, 2022.

Incentive Plan

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

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

Our Incentive Plan permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors.

This Plan authorizes us to grant awards in any of the following forms:

stock appreciation rights;

3 unchanged sentences

dividend equivalents;

and other stock-based and cash-based awards.

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

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

other stock-based awards, including units in HTALP;

and cash-based awards.

Subject to adjustment as provided in the Plan, the aggregate number of awards reserved and available for issuance under the Plan is 10,000,000 shares.

As of March 31, 2022, there were 9,646,504 awards available for grant under the Plan.

Restricted Common Stock

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

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

We recognized compensation expense, equal to the fair market value of HTA’s stock on the grant date, over the service period which is generally three to four years .

For the three months ended March 31, 2022 and 2021 we recognized compensation expense of $ 2.0 million and $ 3.3 million, respectively.

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

As of September 30, 2021, we had $ 8.3 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.7 years.

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

September 30, 2021 September 30, 2020

HEALTHCARE TRUST OF AMERICA, INC.

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

As of March 31, 2022, we had $ 7.9 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.9 years.

The following is a summary of our restricted common stock activity as of March 31, 2022 and 2021, respectively:

March 31, 2022 March 31, 2021

Restricted Common Stock Weighted

10 unchanged sentences

Financial Instruments Reported at Fair Value - Recurring

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

September 30, 2021 December 31, 2020

The table below presents the carrying amounts and fair values of our financial instruments on a recurring basis as of March 31, 2022 and December 31, 2021, respectively (in thousands):

March 31, 2022 December 31, 2021

Carrying Amount Fair Value Carrying Amount Fair Value

6 unchanged sentences

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

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

There have been no transfers of assets or liabilities between levels.

We will record any such transfers at the end of the reporting period in which a change of event occurs that results in a transfer.

Although we have determined that the majority of the inputs used to value our cash flow hedges fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties.

7 unchanged sentences

This category generally includes assets subject to impairment.

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

September 30, 2021 December 31, 2020

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.

Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based on market conditions and expectations for growth.

Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed.

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.

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.

As of March 31, 2022 we had no assets subject to impairment.

The table below presents our assets measured at fair value on a non-recurring basis as of March 31, 2022 and December 31, 2021 (in thousands):

March 31, 2022 December 31, 2021

Fair Value Fair Value

Level 2 - Assets:

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

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

Per Share Data of HTA

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

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

All three of the arrangements have been extended and mature on December 31, 2021.

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

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

(i) none of the agreements’ 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 agreements from being indexed to our own common stock.

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

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

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

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

We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method.

The resulting classes are our common stock and restricted stock.

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

For the three and nine months ended September 30, 2021 and 2020, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.

Real estate investment $ — $ 26,768

Level 3 - Assets:

Real estate investments $ — $ 4,970

HEALTHCARE TRUST OF AMERICA, INC.

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

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three and nine months ended September 30, 2021 and 2020, respectively (in thousands, except per share data):

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

2021 2020 2021 2020

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

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

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

Per Share Data of HTA

For the three months ended March 31, 2022 and 2021, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three months ended March 31, 2022 and 2021, respectively (in thousands, except per share data):

Three Months Ended March 31,

Net income $ 18,666 $ 22,393

Net income attributable to non-controlling interests ( 351 ) ( 363 )

Net income attributable to common stockholders $ 18,315 $ 22,030

Weighted average shares outstanding - basic 228,978 218,753

2 unchanged sentences

Earnings per common share - basic

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

Net income attributable to common stockholders $ 0.08 $ 0.10

Earnings per common share - diluted

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

Net income attributable to common stockholders $ 0.08 $ 0.10

Per Unit Data of HTALP

All three of the arrangements have been extended and mature on December 31, 2021.

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

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the three and nine months ended September 30, 2021 and 2020, respectively (in thousands, except per unit data):

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

2021 2020 2021 2020

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

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the three months ended March 31, 2022 and 2021, respectively (in thousands, except per unit data):

Three Months Ended March 31,

Net income $ 18,666 $ 22,393

Net income attributable to non-controlling interests — —

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

Net income attributable to common unitholders $ 18,666 $ 22,393

Weighted average OP Units outstanding - basic 233,046 222,268

2 unchanged sentences

Earnings per common unit - basic:

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

Net income attributable to common unitholders $ 0.08 $ 0.10

Earnings per common unit - diluted:

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

Net income attributable to common unitholders $ 0.08 $ 0.10

HEALTHCARE TRUST OF AMERICA, INC.

1 unchanged sentence

Supplemental Cash Flow Information

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

Nine Months Ended September 30,

The following is the supplemental cash flow information for the three months ended March 31, 2022 and 2021, respectively (in thousands):

Three Months Ended March 31,

Supplemental Disclosure of Cash Flow Information:

6 unchanged sentences

75,766 71,146

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

Redemption of non-controlling interest 2,065 255

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements