Healthcare Realty Trust - 10-Q quarterly report FY

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35568 (Healthcare Trust of America, Inc.)

Commission File Number: 333-190916 (Healthcare Trust of America Holdings, LP)

_________________________

HEALTHCARE TRUST OF AMERICA, INC.

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

(Exact name of registrant as specified in its charter)

Maryland

(Healthcare Trust of America, Inc.)

20-4738467

Delaware

(Healthcare Trust of America Holdings, LP)

20-4738347

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

16435 N. Scottsdale Road, Suite 320,

Scottsdale,

Arizona

85254

(480)

998-3478

(Address of Principal Executive Office and Zip Code)

(Registrant’s telephone number, including area code)


www.htareit.com
(Internet address)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

HTA

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Healthcare Trust of America, Inc.	☒	Yes	¨ No
Healthcare Trust of America Holdings, LP	☒	Yes	¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Healthcare Trust of America, Inc.	☒	Yes	¨ No
Healthcare Trust of America Holdings, LP	☒	Yes	¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Healthcare Trust of America, Inc.

☒

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

Healthcare Trust of America Holdings, LP

☐

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

Healthcare Trust of America, Inc.

☐

Smaller reporting company

☐

Emerging growth company

Healthcare Trust of America Holdings, LP

☐

Smaller reporting company

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Healthcare Trust of America, Inc.			☐
Healthcare Trust of America Holdings, LP			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Healthcare Trust of America, Inc.	☐	Yes	x No
Healthcare Trust of America Holdings, LP	☐	Yes	x No

As of October 28, 2020, there were 218,573,791 shares of Class A common stock of Healthcare Trust of America, Inc. outstanding.

Explanatory Note

This quarterly report combines the Quarterly Reports on Form 10-Q (“Quarterly Report”) for the quarter ended September 30, 2020, of Healthcare Trust of America, Inc. (“HTA”), a Maryland corporation, and Healthcare Trust of America Holdings, LP (“HTALP”), a Delaware limited partnership. Unless otherwise indicated or unless the context requires otherwise, all references in this Quarterly Report to “we,” “us,” “our,” “the Company” or “our Company” refer to HTA and HTALP, collectively, and all references to “common stock” shall refer to the Class A common stock of HTA.

HTA operates as a real estate investment trust (“REIT”) and is the general partner of HTALP. As of September 30, 2020, HTA owned a 98.4% partnership interest in HTALP, and other limited partners, including some of HTA’s directors, executive officers and their affiliates, owned the remaining partnership interest (including the long-term incentive plan (“LTIP” Units)) in HTALP. As the sole general partner of HTALP, HTA has the full, exclusive and complete responsibility for HTALP’s day-to-day management and control, including its compliance with the Securities and Exchange Commission (“SEC”) filing requirements.

We believe it is important to understand the few differences between HTA and HTALP in the context of how we operate as an integrated consolidated company. HTA operates as an umbrella partnership REIT structure in which HTALP and its subsidiaries hold substantially all of the assets. HTA’s only material asset is its ownership of partnership interests of HTALP. As a result, HTA does not conduct business itself, other than acting as the sole general partner of HTALP, issuing public equity from time to time and guaranteeing certain debts of HTALP. HTALP conducts the operations of the business and issues publicly-traded debt, but has no publicly-traded equity. Except for net proceeds from public equity issuances by HTA, which are generally contributed to HTALP in exchange for partnership units of HTALP, HTALP generates the capital required for the business through its operations and by direct or indirect incurrence of indebtedness or through the issuance of its partnership units (“OP Units”).

Noncontrolling interests, stockholders’ equity and partners’ capital are the primary areas of difference between the condensed consolidated financial statements of HTA and HTALP. Limited partnership units in HTALP are accounted for as partners’ capital in HTALP’s condensed consolidated balance sheets and as a noncontrolling interest reflected within equity in HTA’s condensed consolidated balance sheets. The differences between HTA’s stockholders’ equity and HTALP’s partners’ capital are due to the differences in the equity issued by HTA and HTALP, respectively.

We believe combining the Quarterly Reports of HTA and HTALP, including the notes to the condensed consolidated financial statements, into this single Quarterly Report results in the following benefits:

•enhances stockholders’ understanding of HTA and HTALP by enabling stockholders to view the business as a whole in the same manner that management views and operates the business;

•eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure in this Quarterly Report applies to both HTA and HTALP; and

•creates time and cost efficiencies through the preparation of a single combined Quarterly Report instead of two separate Quarterly Reports.

In order to highlight the material differences between HTA and HTALP, this Quarterly Report includes sections that separately present and discuss areas that are materially different between HTA and HTALP, including:

•the condensed consolidated financial statements;

•certain accompanying notes to the condensed consolidated financial statements, including Note 8 - Debt, Note 11 - Stockholders’ Equity and Partners’ Capital, Note 13 - Per Share Data of HTA, and Note 14 - Per Unit Data of HTALP;

•as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), the Funds From Operations (“FFO”) and Normalized FFO in Part 1, Item 2 of this Quarterly Report;

•the Controls and Procedures in Part 1, Item 4 of this Quarterly Report; and

•the Certifications of the Chief Executive Officer and the Chief Financial Officer included as Exhibits 31 and 32 to this Quarterly Report.

In the sections of this Quarterly Report that combine disclosure for HTA and HTALP, this Quarterly Report refers to actions or holdings as being actions or holdings of the Company. Although HTALP (directly or indirectly through one of its subsidiaries) is generally the entity that enters into contracts, holds assets and issues or incurs debt, management believes this presentation is appropriate for the reasons set forth above and because the business of the Company is a single integrated enterprise operated through HTALP.

HEALTHCARE TRUST OF AMERICA, INC. AND

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
Healthcare Trust of America, Inc.
	Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019	4
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2020 and 2019	5
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2020 and 2019	6
	Condensed Consolidated Statements of Equity for the Three and Nine Months Ended Sept ember 30, 2020 and 2019	7
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019	9
Healthcare Trust of America Holdings, LP
	Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019	10
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2020 and 2019	11
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2020 and 2019	12
	Condensed Consolidated Statements of Changes in Partners’ Capital for the Three and Nine Months Ended September 30, 2020 and 2019	13
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019	15
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
	Notes to Unaudited Condensed Consolidated Financial Statements	16
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	45

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 6.	Exhibits	46

Signatures		48

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)


	September 30, 2020		December 31, 2019
ASSETS
Real estate investments:
Land	$	587,363	$	584,546
Building and improvements	6,385,863		6,252,854
Lease intangibles	619,048		628,066
Construction in progress	44,128		28,150
	7,636,402		7,493,616
Accumulated depreciation and amortization	(1,642,827)		(1,447,815)
Real estate investments, net	5,993,575		6,045,801
Investment in unconsolidated joint venture	64,756		65,888
Cash and cash equivalents	227,138		32,713
Restricted cash	4,108		4,903
Receivables and other assets, net	239,641		237,024
Right-of-use assets - operating leases, net	234,846		239,867
Other intangibles, net	10,508		12,553
Total assets	$	6,774,572	$	6,638,749
LIABILITIES AND EQUITY
Liabilities:
Debt	$	3,026,534	$	2,749,775
Accounts payable and accrued liabilities	168,696		171,698
Derivative financial instruments - interest rate swaps	16,697		29
Security deposits, prepaid rent and other liabilities	56,263		49,174
Lease liabilities - operating leases	198,445		198,650
Intangible liabilities, net	33,586		38,779
Total liabilities	3,500,221		3,208,105
Commitments and contingencies

Equity:
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding	—		—
Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 218,566,057 and 216,453,312 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	2,186		2,165
Additional paid-in capital	4,914,767		4,854,042
Accumulated other comprehensive (loss) income	(18,747)		4,546
Cumulative dividends in excess of earnings	(1,685,813)		(1,502,744)
Total stockholders’ equity	3,212,393		3,358,009
Noncontrolling interests	61,958		72,635
Total equity	3,274,351		3,430,644
Total liabilities and equity	$	6,774,572	$	6,638,749

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

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HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for per share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Revenues:
Rental income	$	187,258	$	174,844	$	551,459	$	515,328
Interest and other operating income	68		160		488		399
Total revenues	187,326		175,004		551,947		515,727
Expenses:
Rental	57,248		53,807		170,310		158,213
General and administrative	10,670		9,788		32,348		31,157
Transaction	125		522		297		858
Depreciation and amortization	75,892		73,820		228,484		211,730
Interest expense	23,136		24,625		71,285		72,601

Total expenses	167,071		162,562		502,724		474,559
Gain (loss) on sale of real estate, net	—		—		1,991		(37)
Loss on extinguishment of debt, net	(27,726)		(21,646)		(27,726)		(21,646)
Income from unconsolidated joint venture	422		422		1,223		1,456
Other income	117		205		290		781
Net (loss) income	$	(6,932)	$	(8,577)	$	25,001	$	21,722
Net loss (income) attributable to noncontrolling interests(1)	105		114		(438)		(486)
Net (loss) income attributable to common stockholders	$	(6,827)	$	(8,463)	$	24,563	$	21,236
Earnings per common share - basic:
Net (loss) income attributable to common stockholders	$	(0.03)	$	(0.04)	$	0.11	$	0.10
Earnings per common share - diluted:
Net (loss) income attributable to common stockholders	$	(0.03)	$	(0.04)	$	0.11	$	0.10
Weighted average common shares outstanding:
Basic	218,549		205,277		217,911		205,156
Diluted	218,549		205,277		221,521		209,026

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

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

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HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019

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

Other comprehensive income (loss)
Change in unrealized gains (losses) on cash flow hedges	2,054		2,290		(23,672)		1,519
Total other comprehensive income (loss)	2,054		2,290		(23,672)		1,519

Total comprehensive (loss) income	(4,878)		(6,287)		1,329		23,241
Comprehensive loss (income) attributable to noncontrolling interests	73		71		(59)		(448)
Total comprehensive (loss) income attributable to common stockholders	$	(4,805)	$	(6,216)	$	1,270	$	22,793

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

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HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)


	Class A Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Cumulative Dividends in Excess of Earnings		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance as of December 31, 2018	205,267	$	2,053	$	4,525,969	$	307	$	(1,272,305)	$	3,256,024	$	78,890	$	3,334,914
Share-based award transactions, net	293	3		3,386		—		—		3,389		—		3,389
Repurchase and cancellation of common stock	(478)	(5)		(11,921)		—		—		(11,926)		—		(11,926)
Redemption of noncontrolling interest and other	18	—		527		—		—		527		(527)		—
Dividends declared ($0.310 per common share)	—	—		—		—		(63,578)		(63,578)		(1,306)		(64,884)
Net income	—	—		—		—		13,440		13,440		233		13,673
Other comprehensive loss	—	—		—		(382)		—		(382)		(8)		(390)
Balance as of March 31, 2019	205,100	2,051		4,517,961		(75)		(1,322,443)		3,197,494		77,282		3,274,776
Issuance of OP Units in HTALP	—	—		—		—		—		—		2,603		2,603
Share-based award transactions, net	(3)	—		2,102		—		—		2,102		—		2,102
Repurchase and cancellation of common stock	(6)	—		(169)		—		—		(169)		—		(169)
Redemption of noncontrolling interest and other	27	—		1,209		—		—		1,209		(785)		424
Dividends declared ($0.310 per common share)	—	—		—		—		(63,579)		(63,579)		(1,334)		(64,913)
Net income	—	—		—		—		16,259		16,259		301		16,560
Other comprehensive loss	—	—		—		(374)		—		(374)		(7)		(381)
Balance as of June 30, 2019	205,118	2,051		4,521,103		(449)		(1,369,763)		3,152,942		78,060		3,231,002
Issuance of common stock	1,840	19		51,785		—		—		51,804		—		51,804
Issuance of limited partner OP Units in connection with acquisitions	—	—		—		—		—		—		2,000		2,000
Share-based award transactions, net	31	—		2,337		—		—		2,337		—		2,337
Repurchase and cancellation of common stock	(2)	—		(65)		—		—		(65)		—		(65)
Redemption of noncontrolling interest and other	199	2		6,016		—		—		6,018		(5,951)		67
Dividends declared ($0.315 per common share)	—	—		—		—		(65,134)		(65,134)		(1,255)		(66,389)
Net loss	—	—		—		—		(8,463)		(8,463)		(114)		(8,577)
Other comprehensive income	—	—		—		2,247		—		2,247		43		2,290
Balance as of September 30, 2019	207,186	$	2,072	$	4,581,176	$	1,798	$	(1,443,360)	$	3,141,686	$	72,783	$	3,214,469

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HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Cont'd)

(In thousands)

(Unaudited)


	Class A Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Cumulative Dividends in Excess of Earnings		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance as of December 31, 2019	216,453	$	2,165	$	4,854,042	$	4,546	$	(1,502,744)	$	3,358,009	$	72,635	$	3,430,644
Issuance of common stock, net	1,675	17		50,003		—		—		50,020		—		50,020
Share-based award transactions, net	236	2		3,201		—		—		3,203		—		3,203
Repurchase and cancellation of common stock	(154)	(2)		(4,622)		—		—		(4,624)		—		(4,624)
Redemption of noncontrolling interest and other	273	3		6,773		—		—		6,776		(6,776)		—
Dividends declared ($0.315 per common share)	—	—		—		—		(68,867)		(68,867)		(1,134)		(70,001)
Net income	—	—		—		—		17,901		17,901		307		18,208
Other comprehensive loss	—	—		—		(22,138)		—		(22,138)		(360)		(22,498)
Balance as of March 31, 2020	218,483	2,185		4,909,397		(17,592)		(1,553,710)		3,340,280		64,672		3,404,952
Issuance of OP Units in HTALP	—	—		—		—		—		—		1,378		1,378
Share-based award transactions, net	(1)	—		2,100		—		—		2,100		—		2,100
Repurchase and cancellation of common stock	(7)	—		(174)		—		—		(174)		—		(174)
Redemption of noncontrolling interest and other	40	—		1,096		—		—		1,096		(1,096)		—
Dividends declared ($0.315 per common share)	—	—		—		—		(68,827)		(68,827)		(1,162)		(69,989)
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 noncontrolling interest and other	34	—		813		—		—		813		(813)		—
Dividends declared ($0.320 per common share)	—	—		—		—		(69,938)		(69,938)		(1,133)		(71,071)
Net loss	—	—		—		—		(6,827)		(6,827)		(105)		(6,932)
Other comprehensive income	—	—		—		2,021		—		2,021		33		2,054
Balance as of September 30, 2020	218,566	$	2,186	$	4,914,767	$	(18,747)	$	(1,685,813)	$	3,212,393	$	61,958	$	3,274,351

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

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HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2020		2019
Cash flows from operating activities:
Net income	$	25,001	$	21,722
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	211,843		203,392
Share-based compensation expense	7,135		7,828

Income from unconsolidated joint venture	(1,223)		(1,456)
Distributions from unconsolidated joint venture	2,455		2,225
(Gain) loss on sale of real estate, net	(1,991)		37
Loss on extinguishment of debt, net	27,726		21,646
Changes in operating assets and liabilities:
Receivables and other assets, net	3,282		(2,148)
Accounts payable and accrued liabilities	(11,787)		(19,783)
Security deposits, prepaid rent and other liabilities	7,227		4,919
Net cash provided by operating activities	269,668		238,382
Cash flows from investing activities:
Investments in real estate	(52,553)		(223,168)
Development of real estate	(49,479)		(14,253)
Proceeds from the sale of real estate	6,420		1,193
Capital expenditures	(59,016)		(59,533)
Collection of real estate notes receivable	709		551
Advances on real estate notes receivable	(6,000)		—
Net cash used in investing activities	(159,919)		(295,210)
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility	1,329,862		365,000
Payments on unsecured revolving credit facility	(1,429,862)		(350,000)
Proceeds from unsecured senior notes	793,568		906,927
Payments on unsecured senior notes	(300,000)		(700,000)
Payments on secured mortgage loans	(114,060)		(96,765)
Deferred financing costs	(6,532)		(6,954)
Debt extinguishment costs	(25,938)		(18,383)

Proceeds from issuance of common stock	50,020		51,804
Issuance of OP Units	1,378		—
Repurchase and cancellation of common stock	(5,094)		(12,159)
Dividends paid	(205,880)		(190,853)
Distributions paid to noncontrolling interest of limited partners	(3,581)		(7,503)
Net cash provided by (used in) financing activities	83,881		(58,886)
Net change in cash, cash equivalents and restricted cash	193,630		(115,714)
Cash, cash equivalents and restricted cash - beginning of period	37,616		133,530
Cash, cash equivalents and restricted cash - end of period	$	231,246	$	17,816

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

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data)

(Unaudited)


	September 30, 2020		December 31, 2019
ASSETS
Real estate investments:
Land	$	587,363	$	584,546
Building and improvements	6,385,863		6,252,854
Lease intangibles	619,048		628,066
Construction in progress	44,128		28,150
	7,636,402		7,493,616
Accumulated depreciation and amortization	(1,642,827)		(1,447,815)
Real estate investments, net	5,993,575		6,045,801
Investment in unconsolidated joint venture	64,756		65,888
Cash and cash equivalents	227,138		32,713
Restricted cash	4,108		4,903
Receivables and other assets, net	239,641		237,024
Right-of-use assets - operating leases, net	234,846		239,867
Other intangibles, net	10,508		12,553
Total assets	$	6,774,572	$	6,638,749
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Debt	$	3,026,534	$	2,749,775
Accounts payable and accrued liabilities	168,696		171,698
Derivative financial instruments - interest rate swaps	16,697		29
Security deposits, prepaid rent and other liabilities	56,263		49,174
Lease liabilities - operating leases	198,445		198,650
Intangible liabilities, net	33,586		38,779
Total liabilities	3,500,221		3,208,105
Commitments and contingencies

Partners’ Capital:
Limited partners’ capital, 3,533,826 and 3,834,279 OP Units issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	61,688		72,365
General partners’ capital, 218,566,057 and 216,453,312 OP Units issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	3,212,663		3,358,279
Total partners’ capital	3,274,351		3,430,644
Total liabilities and partners’ capital	$	6,774,572	$	6,638,749

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

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Revenues:
Rental income	$	187,258	$	174,844	$	551,459	$	515,328
Interest and other operating income	68		160		488		399
Total revenues	187,326		175,004		551,947		515,727
Expenses:
Rental	57,248		53,807		170,310		158,213
General and administrative	10,670		9,788		32,348		31,157
Transaction	125		522		297		858
Depreciation and amortization	75,892		73,820		228,484		211,730
Interest expense	23,136		24,625		71,285		72,601

Total expenses	167,071		162,562		502,724		474,559
Gain (loss) on sale of real estate, net	—		—		1,991		(37)
Loss on extinguishment of debt, net	(27,726)		(21,646)		(27,726)		(21,646)
Income from unconsolidated joint venture	422		422		1,223		1,456
Other income	117		205		290		781
Net (loss) income	$	(6,932)	$	(8,577)	$	25,001	$	21,722
Net income attributable to noncontrolling interests	—		—		—		(66)
Net (loss) income attributable to common unitholders	$	(6,932)	$	(8,577)	$	25,001	$	21,656
Earnings per common OP Unit - basic:
Net (loss) income attributable to common unitholders	$	(0.03)	$	(0.04)	$	0.11	$	0.10
Earnings per common OP Unit - diluted:
Net (loss) income attributable to common unitholders	$	(0.03)	$	(0.04)	$	0.11	$	0.10
Weighted average common OP Units outstanding:
Basic	222,101		209,164		221,521		209,056
Diluted	222,101		209,164		221,521		209,056

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

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019

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

Other comprehensive income (loss)
Change in unrealized gains (losses) on cash flow hedges	2,054		2,290		(23,672)		1,519
Total other comprehensive income (loss)	2,054		2,290		(23,672)		1,519

Total comprehensive (loss) income	(4,878)		(6,287)		1,329		23,241
Comprehensive income attributable to noncontrolling interests	—		—		—		(66)
Total comprehensive (loss) income attributable to common unitholders	$	(4,878)	$	(6,287)	$	1,329	$	23,175

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

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

(In thousands)

(Unaudited)


	General Partners’ Capital			Limited Partners’ Capital			Total Partners’ Capital
	Units	Amount		Units	Amount
Balance as of December 31, 2018	205,267	$	3,256,294	3,929	$	78,620	$	3,334,914
Share-based award transactions, net	293	3,389		—	—		3,389
Redemption and cancellation of general partner OP Units	(478)	(11,926)		—	—		(11,926)
Redemption of limited partner OP Units and other	18	527		(18)	(527)		—
Distributions declared ($0.310 per common OP Unit)	—	(63,578)		—	(1,306)		(64,884)
Net income	—	13,440		—	233		13,673
Other comprehensive loss	—	(382)		—	(8)		(390)
Balance as of March 31, 2019	205,100	3,197,764		3,911	77,012		3,274,776
Issuance of limited partner OP Units	—	—		91	2,603		2,603
Share-based award transactions, net	(3)	2,102		—	—		2,102
Redemption and cancellation of general partner OP Units	(6)	(169)		—	—		(169)
Redemption of limited partner OP Units and other	27	1,209		(27)	(785)		424
Distributions declared ($0.310 per common OP Unit)	—	(63,579)		—	(1,334)		(64,913)
Net income	—	16,259		—	301		16,560
Other comprehensive loss	—	(374)		—	(7)		(381)
Balance as of June 30, 2019	205,118	3,153,212		3,975	77,790		3,231,002
Issuance of general partner OP Units	1,840	51,804		—	—		51,804
Issuance of limited partner OP Units in connection with acquisitions	—	—		72	2,000		2,000
Share-based award transactions, net	31	2,337		—	—		2,337
Redemption and cancellation of general partner OP Units	(2)	(65)		—	—		(65)
Redemption of limited partner OP Units and other	199	6,018		(199)	(5,951)		67
Distributions declared ($0.315 per common OP Unit)	—	(65,134)		—	(1,255)		(66,389)
Net loss	—	(8,463)		—	(114)		(8,577)
Other comprehensive income	—	2,247		—	43		2,290
Balance as of September 30, 2019	207,186	$	3,141,956	3,848	$	72,513	$	3,214,469

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

(In thousands)

(Unaudited)


	General Partners’ Capital			Limited Partners’ Capital			Total Partners’ Capital
	Units	Amount		Units	Amount
Balance as of December 31, 2019	216,453	$	3,358,279	3,834	$	72,365	$	3,430,644
Issuance of general partner OP Units	1,675	50,020		—	—		50,020
Share-based award transactions, net	236	3,203		—	—		3,203
Redemption and cancellation of general partner OP Units	(154)	(4,624)		—	—		(4,624)
Redemption of limited partner OP Units and other	273	6,776		(273)	(6,776)		—
Distributions declared ($0.315 per common OP Unit)	—	(68,867)		—	(1,134)		(70,001)
Net income	—	17,901		—	307		18,208
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	—	2,021		—	33		2,054
Balance as of September 30, 2020	218,566	$	3,212,663	3,534	$	61,688	$	3,274,351

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

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2020		2019
Cash flows from operating activities:
Net income	$	25,001	$	21,722
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	211,843		203,392
Share-based compensation expense	7,135		7,828

Income from unconsolidated joint venture	(1,223)		(1,456)
Distributions from unconsolidated joint venture	2,455		2,225
(Gain) loss on sale of real estate, net	(1,991)		37
Loss on extinguishment of debt, net	27,726		21,646
Changes in operating assets and liabilities:
Receivables and other assets, net	3,282		(2,148)
Accounts payable and accrued liabilities	(11,787)		(19,783)
Security deposits, prepaid rent and other liabilities	7,227		4,919
Net cash provided by operating activities	269,668		238,382
Cash flows from investing activities:
Investments in real estate	(52,553)		(223,168)
Development of real estate	(49,479)		(14,253)
Proceeds from the sale of real estate	6,420		1,193
Capital expenditures	(59,016)		(59,533)
Collection of real estate notes receivable	709		551
Advances on real estate notes receivable	(6,000)		—
Net cash used in investing activities	(159,919)		(295,210)
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility	1,329,862		365,000
Payments on unsecured revolving credit facility	(1,429,862)		(350,000)
Proceeds from unsecured senior notes	793,568		906,927
Payments from unsecured senior notes	(300,000)		(700,000)
Payments on secured mortgage loans	(114,060)		(96,765)
Deferred financing costs	(6,532)		(6,954)
Debt extinguishment costs	(25,938)		(18,383)

Proceeds from issuance of general partner units	50,020		51,804
Issuance of OP Units	1,378		—
Repurchase and cancellation of general partner units	(5,094)		(12,159)
Distributions paid to general partner	(205,880)		(190,853)
Distributions paid to limited partners and redeemable noncontrolling interests	(3,581)		(7,503)
Net cash provided by (used in) financing activities	83,881		(58,886)
Net change in cash, cash equivalents and restricted cash	193,630		(115,714)
Cash, cash equivalents and restricted cash - beginning of period	37,616		133,530
Cash, cash equivalents and restricted cash - end of period	$	231,246	$	17,816

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

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED 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.

1. Organization and Description of Business

HTA, a Maryland corporation, and HTALP, a Delaware limited partnership, were incorporated or formed, as applicable, on April 20, 2006. HTA operates as a REIT and is the general partner of HTALP, which is the operating partnership, in an umbrella partnership, or “UPREIT” structure. HTA has qualified and intends to continue to be taxed as a REIT for federal income tax purposes under the applicable sections of the Internal Revenue Code.

We own real estate primarily consisting of medical office buildings (“MOBs”) located on or adjacent to hospital campuses or in off-campus, community core outpatient locations across 33 states within the United States, and we lease space to tenants primarily consisting of health systems, research and academic institutions, and various sized physician practices. Through our full-service operating platform, we provide leasing, asset management, acquisitions, development and other related services for our properties.

Our primary objective is to maximize stockholder value with growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing, building services and property management oversight; (ii) target accretive acquisitions and developments of MOBs in markets with attractive demographics that complement our existing portfolio; and (iii) actively manage our balance sheet to maintain flexibility with conservative leverage. 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.

2. Summary of Significant Accounting Policies

The summary of significant accounting policies presented below is designed to assist in understanding our condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the U.S. (“GAAP”) in all material respects and have been consistently applied in preparing our accompanying condensed consolidated financial statements.

Basis of Presentation

Our accompanying condensed consolidated financial statements include our accounts and those of our subsidiaries and any consolidated variable interest entities (“VIEs”). All inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.

Reclassifications

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

Interim Unaudited Financial Data

Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. 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. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable for the full year. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2019 Annual Report on Form 10-K.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of our subsidiaries and consolidated joint venture arrangements. The portions of the HTALP operating partnership not owned by us are presented as noncontrolling interests on the accompanying condensed consolidated balance sheets and statements of operations, condensed consolidated statements of comprehensive income, and condensed consolidated statements of equity and changes in partners’ capital. Holders of OP Units are considered to be noncontrolling interest holders in HTALP and their ownership interests are reflected as equity on the accompanying condensed consolidated balance sheets. Further, a portion of the earnings and losses of HTALP are allocated to noncontrolling interest holders based on their respective ownership percentages. 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

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

common stock is recorded as a component of equity. As of September 30, 2020 and December 31, 2019, there were approximately 3.5 million and 3.8 million, respectively, of OP Units issued and outstanding held by noncontrolling interest holders.

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: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. 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; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The HTALP operating partnership and our other joint venture arrangements are VIEs because the limited partners in those partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Additionally, we determined that we are the primary beneficiary of our VIEs. Accordingly, we consolidate our interests in the HTALP operating partnership and in our other joint venture arrangements. 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. 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

The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent asset and liabilities. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in adverse ways, and those estimates could be different under different assumptions or conditions.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. Restricted cash is comprised of: (i) reserve accounts for property taxes, insurance, capital and tenant improvements; (ii) collateral accounts for debt and interest rate swaps; and (iii) deposits for future investments.

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,
	2020		2019
Cash and cash equivalents	$	227,138	$	12,748
Restricted cash	4,108		5,068
Total cash, cash equivalents and restricted cash	$	231,246	$	17,816

Revenue Recognition

Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between rental income recognized and amounts contractually due under the lease agreements are recorded as straight-line rent receivables. Tenant reimbursements, 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. We accrue revenue corresponding to these expenses on a quarterly basis to adjust recorded amounts to our best estimate of the final annual amounts to be billed. Subsequent to year-end, on a calendar year basis, we perform reconciliations on a lease-by-lease basis and bill or credit each tenant for any differences between the estimated expenses we billed and the actual expenses that were incurred. We recognize lease termination fees when there is a signed termination letter agreement, all of the conditions of the agreement have been met, and the tenant is no longer occupying the property. Rental income is reported net of amortization of inducements.

The revenue recognition process is based on a five-step model to account for revenue arising from contracts with customers as outlined in Topic 606. We 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. We have identified all of our revenue streams and we have concluded that rental income from leasing arrangements represents a substantial portion of our revenue and is governed and evaluated with the adoption of Topic 842.

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

Investments in Real Estate

Depreciation expense of buildings and improvements for the three months ended September 30, 2020 and 2019 was $59.2 million and $54.9 million, respectively. Depreciation expense of buildings and improvements for the nine months ended September 30, 2020 and 2019 was $176.4 million and $158.9 million, respectively.

Leases

As a lessor, we lease space in our MOBs primarily to medical enterprises for terms generally ranging from three to seven years in length. The assets underlying these leases consist of buildings and associated land which are included as real estate investments on our accompanying condensed consolidated balance sheets. All of our leases for which we are the lessor are classified as operating leases under Topic 842.

Leases, for which we are the lessee, are classified as separate components on our accompanying condensed consolidated balance sheets. Operating leases are included as right-of-use (“ROU”) assets - operating leases, net, with a corresponding lease liability. Financing lease assets are included in receivables and other assets, net, with a corresponding lease liability in security deposits, prepaid rent and other liabilities. A lease liability is recognized for our obligation related to the lease and an ROU asset represents our right to use the underlying asset over the lease term. Refer to Note 7 - Leases in the accompanying notes to the condensed consolidated financial statements for more detail relating to our leases.

Through the duration of the 2020 coronavirus ("COVID-19") pandemic, many lessors may elect to provide rent deferrals and other lease concessions to lessees. While the lease modification guidance in Accounting Standards Codification (“ASC”) Topic 842 ("Topic 842") addresses routine changes to lease terms resulting from negotiations between the lessee and the lessor, this guidance did not contemplate concessions getting rapidly executed to address the sudden liquidity constraints of some lessees arising from the COVID-19 pandemic. In April 2020, the Financial Accounting Standards Board (“FASB”) staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic. Under existing lease guidance, we would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A allows us, if certain criteria have been met, to bypass the lease by lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. In conformity with this guidance, we have elected to apply such relief and will use the election so as not to perform a lease by lease analysis where conditions warrant. The Lease Modification Q&A had no material impact on our condensed consolidated financial statements as of and for the three and nine months ended September 30, 2020, however, its future impact to us is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by us at the time of entering into any such concessions.

For the three and nine months ended September 30, 2020, changes to our leases as a result of COVID-19 have been in two categories. Leases are categorized based upon the impact of the modification on its cash flows. One category is rent deferrals for which the guidance above was utilized, which provided relief from requiring a lease by lease analysis pursuant to Topic 842. 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 total, we have approved deferral plans that total approximately $11.0 million, of which approximately $3.7 million have been repaid through October 28, 2020.

The second category is early renewals, where the Company renewed lease arrangements prior to their contractual expirations, providing concession at the commencement of the lease in exchange for additional term, on average approximately three years. This category is treated as a modification under Topic 842, with the existing balance of cumulative difference between rental income and payment amounts (existing straight line rent receivable) being recast over the new term, factoring in any changes attributable to the new lease arrangement and for which we performed a lease by lease analysis. Cash flows are impacted over the long term as customary free rent, at an average of three months in conjunction with these agreements, and is offset by substantively more term and/or increased rental rates. Subsequent to September 30, 2020, and through October 31, 2020, the Company has entered into minimal new deferral arrangements or early renewal leases with substantive amounts of free rent or other forms of concession at the onset of the lease.

Credit Losses

The Company adopted Topic 326 - Financial Instruments - Credit Losses as of January 1, 2020. See the "Recently Issued or Adopted Accounting Pronouncements" below for further information. Pursuant to the guidance, we adopted a policy to book current expected credit losses at the inception of loans qualifying for treatment under Topic 326. During the nine months ended September 30, 2020, we financed as the lender, a one-year, $6 million loan to which we hold a first trust deed in the underlying

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

property as collateral. Given the one-year term, management's estimated loan-to-value at inception, and estimated probability of default, we determined that any current expected credit loss would be insignificant. In addition, as of September 30, 2020, we believe that our initial assumptions have not substantively changed and, accordingly, we continue to not record any expected losses.

Redeemable Noncontrolling Interests

Prior to June 30, 2019, we had redeemable noncontrolling interests related to the noncontrolling interest in a joint venture in which we own the majority interest. The noncontrolling interest holders in the joint venture had the option to redeem their noncontrolling interest through the exercise of put options that were issued at the initial formation of the joint venture. The last exercisable put option lapsed on June 30, 2019, and, at that time, all holders of redeemable noncontrolling interests had either converted their interest to OP Units or received cash proceeds. For the nine months ended September 30, 2019, we recognized $66 thousand of income related to the noncontrolling interests in the net income attributable to noncontrolling interests in our accompanying condensed consolidated statements of operations.

Unconsolidated Joint Ventures

We account for our investments in unconsolidated joint ventures using the equity method of accounting because we have the ability to exercise significant influence, but not control, over the financial and operational policy decisions of the investments. Using the equity method of accounting, the initial investment is recognized at cost and subsequently adjusted for our share of the net income and any distributions from the joint venture. As of September 30, 2020 and December 31, 2019, we had a 50% interest in one such investment with a carrying value and maximum exposure to risk of $64.8 million and $65.9 million, respectively, which is recorded in investment in unconsolidated joint venture on the accompanying condensed consolidated balance sheets. We record our share of net income in income from unconsolidated joint venture on the accompanying condensed consolidated statements of operations. For both the three months ended September 30, 2020 and 2019, we recognized income of $0.4 million. For the nine months ended September 30, 2020 and 2019, we recognized income of $1.2 million and $1.5 million, respectively.

Recently Issued or Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU 2016-13, Financial Instruments Credit Losses; Measurement of Credit Losses on Financial Instruments and ASU 2018-19, 2019-04 and 2019-05, Improvements to Topic 326, Financial Instruments-Credit Losses

In June 2016, the FASB issued ASU 2016-13, which is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis. ASU 2018-19 also clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of these receivables should be accounted for in accordance with Topic 842, Leases. ASU 2019-04 provides clarification on the measurement, presentation and disclosure of credit losses on financial assets. ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis for comparability to any new financial assets that elect the fair value option. We adopted, on a modified-retrospective basis, ASU 2016-13, ASU 2018-19, ASU 2019-04 and ASU 2019-05 collectively as of January 1, 2020. The adoption did not have a material effect on our financial statements and related footnotes. See the "Credit Losses" section above for further details.

ASU 2018-13, Fair Value Measurement; Changes to the Disclosure Requirements for Fair Value Measurement

In August 2018, the FASB issued ASU 2018-13, which modifies the disclosure requirements on fair value measurements in Topic 820 as follows: (a) disclosure removals: (i) the amount of and reasons for transfers between Level 1 and Level 2; (ii) the policy for timing of transfers between levels; and (iii) the valuation process for Level 3 fair value measurements; (b) disclosure modifications: (i) no requirement to disclose the timing of liquidation unless the investee has communicated the timing to the reporting entity or announced the timing publicly; and (ii) for Level 3 fair value measurements, a narrative description of measurement uncertainty at the reporting date, not the sensitivity to future changes; and (c) disclosure additions: (i) for recurring Level 3 measurements, disclose the changes in unrealized gains and losses for the period included in OCI and the statement of comprehensive income; and (ii) for Level 3 fair value measurements in the table of significant input, disclose the range and weighted average of the significant unobservable inputs and the way it is calculated. We adopted ASU 2018-13 as of January 1, 2020 and as of September 30, 2020 there were no transfers between levels and no Level 3 inputs for the period. Refer to Note 12 - Fair Value of Financial Instruments in the accompanying notes to the condensed consolidated financial statements for more detail relating to our fair value disclosures.

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

Recently Issued Accounting Pronouncements

ASU 2020-04, Reference Rate Reform (Topic 848)

In March 2020, the FASB issued ASU 2020-04, which is intended to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Reference rate reform is necessary due to the phase out of LIBOR at the end of 2021. The ASU is optional and provides relief around modification and hedge accounting as it specifically arises from changing reference rates, in addition to optional expedients for cash flow hedges, which the Company has. For information related to the Company's current cash flow hedges, refer to Note 9 - Derivative Financial Instruments and Hedging Activities. The amendment is effective from March 12, 2020 through December 31, 2022. The Company is evaluating how the transition away from LIBOR will effect the Company and if the guidance in this standard will be adopted, however, if adopted, we do not expect that this ASU will have a material impact on our financial statements.

3. Investments in Real Estate

For the nine months ended September 30, 2020, our investments had an aggregate purchase price of $52.9 million. As part of these investments, we incurred approximately $0.3 million of capitalized costs. The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the nine months ended September 30, 2020 and 2019, respectively (in thousands):


	Nine Months Ended September 30,
	2020		2019
Land	$	2,817	$	33,408
Building and improvements	45,610		174,708
In place leases	4,651		18,532
Below market leases	(762)		(3,386)
Above market leases	479		2,046
Below market leasehold interests	(242)		—
Net real estate assets acquired	52,553		225,308
Other, net	334		4,543
Aggregate purchase price	$	52,887	$	229,851

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


	Nine Months Ended September 30,
	2020	2019
Acquired intangible assets	5.1	5.6
Acquired intangible liabilities	3.4	7.7

4. Dispositions and Impairment

Dispositions

During the nine months ended September 30, 2020, we sold part of our interest in undeveloped land in Miami, Florida for a gross sales price of $7.6 million, resulting in a net gain of approximately $2.0 million. During the nine months ended September 30, 2019, we completed the disposition of three MOB's in Hilton Head, South Carolina for a gross sales price of $1.2 million, resulting in a net loss of $37 thousand.

Impairment

During the nine months ended September 30, 2020, and 2019, respectively, we recorded no impairment charges after the consideration of the impacts, on a qualitative and quantitative basis, of the ongoing COVID-19 pandemic in our quarterly assessment. As the COVID-19 pandemic continues to develop, we will monitor the performance of our buildings and other assets to determine whether any additional impairment indicators unique to the COVID-19 pandemic are present, including, but not limited to, significant prolonged disruption in cash flows, tenant vacancies, or lease modifications, and that would indicate the recoverability of recorded values of these assets may be at risk. Accordingly, we will continue to apply the applicable accounting guidance in our consideration of our ongoing impairment analysis as conditions warrant.

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

5. Intangible Assets and Liabilities

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


	September 30, 2020			December 31, 2019
	Balance		Weighted Average Remaining Amortization in Years	Balance		Weighted Average Remaining Amortization in Years
Assets:
In place leases	$	473,776	9.6	$	481,173	9.5
Tenant relationships	145,272		9.9	146,893		9.7
Above market leases	37,804		5.9	37,613		6.2
	656,852			665,679
Accumulated amortization	(418,996)			(387,827)
Total	$	237,856	9.4	$	277,852	9.4

Liabilities:
Below market leases	$	61,660	14.5	$	65,966	13.9
Accumulated amortization	(28,074)			(27,187)
Total	$	33,586	14.5	$	38,779	13.9

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Amortization recorded against rental income related to above and (below) market leases	$	(712)	$	(1,658)	$	(3,431)	$	(2,678)
Amortization expense related to in place leases and tenant relationships	13,230		16,149		42,603		44,906

6. Receivables and Other Assets

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


	September 30, 2020		December 31, 2019
Tenant receivables, net	$	8,532	$	11,801
Other receivables, net	11,658		13,786
Deferred financing costs, net	3,017		4,325
Deferred leasing costs, net	42,561		36,586
Straight-line rent receivables, net	123,981		107,800
Prepaid expenses, deposits, equipment and other, net	45,128		48,505
Derivative financial instruments - interest rate swaps	—		3,011
Finance ROU asset, net	4,105		3,409
Insurance receivables (1)	659		3,817
Held for sale assets	—		3,984
Total	$	239,641	$	237,024

(1) Amount primarily related to an involuntary conversion at one of our properties in 2019 for the total amount of $3.7 million. In May 2020, this amount was adjusted to $2.1 million to reflect the revision in damages incurred and corresponding final agreement between HTA and our insurance carrier. Pursuant to applicable accounting guidance, we deemed the receipt of funds from the Company's insurance carrier probable and expect the funds to fully cover, less our immaterial

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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Amortization expense related to deferred leasing costs	$	2,389	$	1,949	$	6,398	$	5,978
Interest expense related to deferred financing costs	431		431		1,293		1,293

7. Leases

For the three and nine months ended September 30, 2020 and 2019, one new ground lease has commenced. Based on our analysis, we concluded that its classification was a finance lease.

Lessee - Maturity of Lease Liabilities

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


Year	Operating Leases		Finance Leases
2020	$	2,677	$	31
2021	10,771		164
2022	10,966		164
2023	11,106		165
2024	10,452		165
2025	9,942		168
Thereafter	625,091		10,102
Total undiscounted lease payments	$	681,005	$	10,959
Less: Interest	(482,560)		(6,852)
Present value of lease liabilities	$	198,445	$	4,107

Lessor - Lease Revenues and Maturity of Future Minimum Rents

For the three months ended September 30, 2020 and 2019, we recognized $186.3 million and $173.1 million, respectively, of rental and other lease-related income related to our operating leases, of which $42.7 million and $39.1 million, respectively, were variable lease payments. For the nine months ended September 30, 2020 and 2019, we recognized $546.8 million and $511.5 million, respectively, of rental and other lease-related income related to our operating leases, of which $127.3 million and $115.2 million, respectively, were variable lease payments.

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


Year	Amount
2020	$	132,156
2021	540,191
2022	486,895
2023	434,519
2024	383,147
2025	333,548
Thereafter	1,330,323
Total	$	3,640,779

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8. Debt

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


	September 30, 2020		December 31, 2019
Unsecured revolving credit facility	$	—	$	100,000
Unsecured term loans	500,000		500,000
Unsecured senior notes	2,550,000		2,050,000
Fixed rate mortgages	—		114,060
	$	3,050,000	$	2,764,060
Deferred financing costs, net	(19,638)		(16,255)
Premium, net	(3,828)		1,970
Total	$	3,026,534	$	2,749,775

Unsecured Credit Agreement

Unsecured Revolving Credit Facility due 2022

In 2017, HTALP entered into an amended and restated $1.3 billion unsecured credit agreement (the “Unsecured Credit Agreement”) which increased the amount available under the unsecured revolving credit facility to $1.0 billion and extended the maturities of the unsecured revolving credit facility to June 30, 2022 and for the $300.0 million unsecured term loan referenced below to February 1, 2023. 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 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, 2020, HTALP had no outstanding balance under this unsecured revolving credit facility. The current margin associated with any future borrowings is 1.00% per annum and the facility fee was 0.20% per annum.

Unsecured Term Loan due 2023

In 2017, we entered into the Unsecured Credit Agreement as noted above. As part of this agreement, we obtained a $300.0 million unsecured term loan that was guaranteed by HTA with a maturity date of February 1, 2023. Borrowings under this unsecured term loan accrue interest equal to adjusted LIBOR, plus a margin ranging from 0.90% to 1.75% per annum based on our credit rating. The margin associated with our borrowings as of September 30, 2020 was 1.10% per annum. Including the impact of the interest rate swaps associated with our unsecured term loan, the interest rate was 2.52% per annum, based on our current credit rating. As of September 30, 2020, HTALP had $300.0 million under this unsecured term loan outstanding.

$200.0 Million Unsecured Term Loan due 2024

In 2018, HTALP entered into a modification of our $200.0 million unsecured term loan with a maturity date of January 15, 2024. Borrowings under the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from 0.75% to 1.65% per annum based on our credit rating. The margin associated with our borrowings as of September 30, 2020 was 1.00% per annum. HTALP had interest rate swaps on the balance, which resulted in a fixed interest rate at 2.32% per annum, based on our current credit rating. As of September 30, 2020, HTALP had $200.0 million under this unsecured term loan outstanding.

$300.0 Million Unsecured Senior Notes due 2023

In September 2020, in connection with, HTALP’s issuance of $800.0 million of unsecured senior notes, all of the $300.0 million outstanding 2023 unsecured senior notes originally due to mature on April 15, 2023, including any accrued and unpaid interest and a make-whole provision, were redeemed in full, with net proceeds from the offering. The make-whole fee of $24.7 million is recorded in loss on extinguishment of debt in the accompanying condensed consolidated statements of operations.

$600.0 Million Unsecured Senior Notes due 2026

In September 2019, in connection with the $650.0 million unsecured senior notes due 2030 referenced below, HTALP issued $250.0 million as additional unsecured senior notes to the $350.0 million aggregate principal of senior notes issued on July 12, 2016, all of which are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.50% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 103.66% and 99.72%, respectively, of the principal amount thereof, with an effective yield to maturity of 2.89% and 3.53% per annum, respectively. As of September 30, 2020, HTALP had $600.0 million of these unsecured senior notes outstanding that mature on August 1, 2026.

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$500.0 Million Unsecured Senior Notes due 2027

In 2017, HTALP issued $500.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.75% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.49% of the principal amount thereof, with an effective yield to maturity of 3.81% per annum. As of September 30, 2020, HTALP had $500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.

$650.0 million Unsecured Senior Notes due 2030

In September 2019, in connection with the $250.0 million additional unsecured senior notes due 2026 referenced above, HTALP issued $650.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.10% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.66% of the principal amount thereof, with an effective yield to maturity of 3.14% per annum. As of September 30, 2020, HTALP had $650.0 million of these unsecured senior notes outstanding that mature on February 15, 2030.

$800.0 million Unsecured Senior Notes due 2031

In September 2020, HTALP issued $800.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 2.00% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.20% of the principal amount thereof, with an effective yield to maturity of 2.09% per annum. As of September 30, 2020, HTALP had $800.0 million of these unsecured senior notes outstanding that mature on March 15, 2031.

Fixed Rate Mortgages

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

Future Debt Maturities

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


Year	Amount
2020	$	—
2021	—
2022	—
2023	300,000
2024	200,000
Thereafter	2,550,000
Total	$	3,050,000

Deferred Financing Costs

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


Year	Amount
2020	$	744
2021	2,976
2022	2,976
2023	2,480
2024	2,086
Thereafter	8,376
Total	$	19,638

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Debt Covenants

We are required by the terms of our applicable loan agreements to meet various affirmative and negative covenants that we believe are customary for these types of facilities, such as limitations on the incurrence of debt by us and our subsidiaries that own unencumbered assets, limitations on the nature of HTALP’s business, and limitations on distributions by HTALP and its subsidiaries that own unencumbered assets. Our loan agreements also impose various financial covenants on us, such as a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a minimum tangible net worth covenant, a maximum ratio of unsecured indebtedness to unencumbered asset value, rent coverage ratios and a minimum ratio of unencumbered Net Operating Income (“NOI”) to unsecured interest expense. As of September 30, 2020, we believe that we were in compliance with all such financial covenants and reporting requirements. In addition, certain of our loan agreements include events of default provisions that we believe are customary for these types of facilities, including restricting us from making dividend distributions to our stockholders in the event we are in default thereunder, except to the extent necessary for us to maintain our REIT status. We have also concluded as of September 30, 2020 we were not aware of non-compliance with any financial or non-financial covenants in light of the ongoing COVID-19 pandemic.

9. Derivative Financial Instruments and Hedging Activities

Risk Management Objective of Using Derivative Financial Instruments

We may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions. We do not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we and our affiliates may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations. We record counterparty credit risk valuation adjustments on interest rate swap derivative assets in order to properly reflect the credit quality of the counterparty. In addition, the fair value of derivative financial instruments designated as cash flow hedges are adjusted to reflect the impact of our credit quality.

Cash Flow Hedges of Interest Rate Risk

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and treasury locks as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for us making fixed rate payments over the life of the agreements without exchange of the underlying notional amount. A treasury lock is a synthetic forward sale of a U.S. treasury note, which is settled in cash based upon the difference between an agreed upon treasury rate and the prevailing treasury rate at settlement. Such treasury locks are entered into to effectively fix the treasury component of an upcoming debt issuance.

Amounts reported in accumulated other comprehensive income in the accompanying condensed consolidated balance sheets related to derivatives will be reclassified to interest expense as interest payments are made on our variable rate debt. During the next twelve months, we estimate that an additional $6.1 million will be reclassified from other comprehensive income in the accompanying condensed consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying condensed consolidated statements of operations.

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


Interest Rate Swaps	September 30, 2020
Number of instruments	7
Notional amount	$	500,000

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

Asset Derivatives

Liability Derivatives

Fair Value at:

Derivatives Designated as Hedging Instruments:

Balance Sheet
Location

September 30, 2020

December 31, 2019

Balance Sheet
Location

September 30, 2020

December 31, 2019

Interest rate swaps

Receivables and other assets

—

3,011

Derivative financial instruments

16,697

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


		Three Months Ended September 30,				Nine Months Ended September 30,
Effect of Derivative Instruments	Location in Statement of Operations and Comprehensive Income (Loss)	2020		2019		2020		2019
Gain (loss) recognized in OCI	Change in unrealized losses on cash flow hedges	$	521	$	2,559	$	(25,932)	$	2,508
Gain (loss) reclassified from accumulated OCI into income	Interest expense	(1,533)		269		(2,260)		989

Credit Risk Related Contingent Features

We have agreements with each of our derivative counterparties that contain a provision that if we default on any of our indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations.

We also have agreements with each of our derivative counterparties that incorporate provisions from our indebtedness with a lender affiliate of the derivative counterparty requiring it to maintain certain minimum financial covenant ratios on our indebtedness. Failure to comply with the covenant provisions would result in us being in default on any derivative instrument obligations covered by these agreements.

As of September 30, 2020, the fair value of derivatives in a net liability position, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was $17.0 million. As of September 30, 2020, we have not posted any collateral related to these agreements and we were not in breach of any of the provisions of these agreements. If we had breached any of the provisions of these agreements, we could have been required to settle our obligations under these agreements.

10. Commitments and Contingencies

Litigation

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.

Environmental Matters

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

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Other

Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In our opinion, these matters are not expected to have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows.

11. Stockholders’ Equity and Partners’ Capital

HTALP’s operating partnership agreement provides that it will distribute cash flow from operations and net sale proceeds to its partners in accordance with their overall ownership interests at such times and in such amounts as the general partner determines. Dividend distributions are made such that a holder of one OP Unit in HTALP will receive distributions from HTALP in an amount equal to the dividend distributions paid to the holder of one share of our common stock. In addition, for each share of common stock issued or redeemed by HTA, HTALP issues or redeems a corresponding number of OP Units.

Common Stock Offerings

In December 2018, we entered into new equity distribution agreements with various sales agents with respect to our at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $500.0 million. We contemporaneously terminated our prior ATM equity distribution agreements. In November 2019, we upsized this ATM offering program with an additional $750.0 million available for issuance.

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

Additionally, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $277.5 million, subject to adjustments as provided in the forward equity agreements. All four of the arrangements mature by the middle of 2021. As of September 30, 2020, $570.6 million remained available for issuance by us under our current ATM. Refer to Note 13 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreements.

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

Common Stock Dividends

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

Incentive Plan

Our Incentive Plan permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors. This Plan authorizes us to grant awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; 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 5,000,000 shares. As of September 30, 2020, there were 804,786 awards available for grant under the Plan.

Restricted Common Stock

For the three and nine months ended September 30, 2020, we recognized compensation expense of $1.8 million and $7.1 million, respectively. For the three and nine months ended September 30, 2019, we recognized compensation expense of $2.3 million and $7.8 million, respectively. Substantially all compensation expense was recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.

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

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

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	September 30, 2020			September 30, 2019
	Restricted Common Stock	Weighted Average Grant Date Fair Value		Restricted Common Stock	Weighted Average Grant Date Fair Value
Beginning balance	600,987	$	28.04	624,349	$	29.35
Granted	273,503	29.83		333,820	26.06
Vested	(420,863)	28.95		(338,540)	28.53
Forfeited	(11,398)	28.88		(13,951)	28.22
Ending balance	442,229	$	28.26	605,678	$	28.05

12. Fair Value of Financial Instruments

Financial Instruments Reported at Fair Value - Recurring

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


	September 30, 2020				December 31, 2019
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Level 2 - Assets:
Derivative financial instruments	$	—	$	—	$	3,011	$	3,011
Level 2 - Liabilities:
Derivative financial instruments	$	16,697	$	16,697	$	29	$	29
Debt	3,026,534		3,219,825		2,749,775		2,826,983

The carrying amounts of cash and cash equivalents, tenant and other receivables, restricted cash, accounts payable, and accrued liabilities approximate fair value. 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. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our cash flow hedge positions and have determined that the credit valuation adjustments are not significant to their overall valuation. As a result, we have determined that our cash flow hedge valuations in their entirety are classified in Level 2 of the fair value hierarchy. For further discussion of the assumptions considered, refer to Note 2 - Summary of Significant Accounting Policies.

Financial Instruments Reported at Fair Value - Non-Recurring

We also have assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. This generally includes assets subject to impairment.

13. Per Share Data of HTA

Additionally, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $277.5 million, with an average share price of $29.46, subject to adjustments as provided in the forward equity agreements. All four of the arrangements mature by the middle of 2021.

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

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In addition, we considered the potential dilution resulting from the forward equity agreements mentioned above on our earnings per common share calculations. We use the treasury method to determine the dilution resulting from the forward equity agreements during the period of time prior to settlement. The impact to our weighted-average shares - diluted was anti-dilutive in nature and, thus, approximately 1.1 million and 0.8 million shares, respectively, were excluded from the calculation for the three and nine months ended September 30, 2020.

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, 2020 and 2019, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Numerator:
Net (loss) income	$	(6,932)	$	(8,577)	$	25,001	$	21,722
Net loss (income) attributable to noncontrolling interests	105		114		(438)		(486)
Net (loss) income attributable to common stockholders	$	(6,827)	$	(8,463)	$	24,563	$	21,236
Denominator:
Weighted average shares outstanding - basic	218,549		205,277		217,911		205,156
Dilutive shares - OP Units convertible into common stock	—		—		3,610		3,870

Adjusted weighted average shares outstanding - diluted	218,549		205,277		221,521		209,026
Earnings per common share - basic
Net (loss) income attributable to common stockholders	$	(0.03)	$	(0.04)	$	0.11	$	0.10
Earnings per common share - diluted
Net (loss) income attributable to common stockholders	$	(0.03)	$	(0.04)	$	0.11	$	0.10

14. Per Unit Data of HTALP

Additionally, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $277.5 million, subject to adjustments as provided in the forward equity agreements. All four of the arrangements mature by the middle of 2021. Refer to Note 13 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreements executed in 2019 and March 2020.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Numerator:
Net (loss) income	$	(6,932)	$	(8,577)	$	25,001	$	21,722
Net income attributable to noncontrolling interests	—		—		—		(66)
Net (loss) income attributable to common unitholders	$	(6,932)	$	(8,577)	$	25,001	$	21,656
Denominator:
Weighted average OP Units outstanding - basic	222,101		209,164		221,521		209,056
Dilutive units - OP Units convertible into common units	—		—		—		—

Adjusted weighted average units outstanding - diluted	222,101		209,164		221,521		209,056
Earnings per common unit - basic:
Net (loss) income attributable to common unitholders	$	(0.03)	$	(0.04)	$	0.11	$	0.10
Earnings per common unit - diluted:
Net (loss) income attributable to common unitholders	$	(0.03)	$	(0.04)	$	0.11	$	0.10

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

15. Supplemental Cash Flow Information

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


	Nine Months Ended September 30,
	2020		2019
Supplemental Disclosure of Cash Flow Information:
Interest paid, net of capitalized interest	$	81,889	$	84,155
Income taxes paid	1,327		1,846
Cash paid for operating leases	8,922		9,277

Supplemental Disclosure of Noncash Investing and Financing Activities:
Accrued capital expenditures	$	13,139	$	3,922
Dividend distributions declared, but not paid	71,072		66,397
Issuance of OP Units in HTALP	—		2,603
Issuance of OP Units in HTALP in connection with an acquisition	—		2,000
Redemption of noncontrolling interest	8,685		7,263
Redemption of redeemable noncontrolling interest	—		3,441
ROU assets obtained in exchange for lease obligations	696		200,879

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The use of the words “we,” “us,” or “our” refers to HTA and HTALP, collectively.

The following discussion should be read in conjunction with our condensed consolidated financial statements and notes appearing elsewhere in this Quarterly Report, as well as with the audited consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2019 Annual Report on Form 10-K.

The information set forth below is intended to provide readers with an understanding of our financial condition, changes in financial condition and results of operations.

•Forward-Looking Statements;

•Executive Summary;

•Company Highlights;

•Critical Accounting Policies;

•Recently Issued or Adopted Accounting Pronouncements;

•Factors Which May Influence Results of Operations;

•Results of Operations;

•Non-GAAP Financial Measures;

•Liquidity and Capital Resources;

•Commitments and Contingencies;

•Debt Service Requirements;

•Off-Balance Sheet Arrangements; and

•Inflation.

Forward-Looking Statements

Certain statements contained in this Quarterly Report constitute forward-looking statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”)). Such statements include, in particular, statements about our plans, strategies, prospects and estimates regarding future MOB market performance. Additionally, such statements are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially and in adverse ways from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Forward-looking statements are generally identifiable by the use of such terms as “expect,” “project,” “may,” “should,” “could,” “would,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “opinion,” “predict,” “potential,” “pro forma” or the negative of such terms and other comparable terminology. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Quarterly Report is filed with the SEC. We cannot guarantee the accuracy of any such forward-looking statements contained in this Quarterly Report, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Any such forward-looking statements reflect our current views about future events, are subject to unknown risks, uncertainties, and other factors, and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide dividends to stockholders and maintain the value of our real estate properties, may be significantly hindered. Factors that might impair our ability to meet such forward-looking statements include, without limitation, those discussed in Part I, Item 1A - Risk Factors in our 2019 Annual Report on Form 10-K, which is incorporated herein and those discussed in Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.

Forward-looking statements express expectations of future events. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties that could cause actual events or results to differ materially from those projected. Due to these inherent uncertainties, our stockholders are urged not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date made. In addition, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to projections over time, except as required by law.

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These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning us and our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Executive Summary

We are the largest publicly-traded REIT focused on MOBs in the U.S. as measured by the gross leasable area ("GLA") of our MOBs. We conduct substantially all of our operations through HTALP. We invest in MOBs that we believe will serve the future of healthcare delivery and MOBs that are primarily located on health system campuses, near university medical centers, or in core community outpatient locations. We also focus on key markets that have certain demographic and macro-economic trends and where we can utilize our institutional full-service operating platform to generate strong tenant and health system relationships and operating cost efficiencies. Our primary objective is to maximize stockholder value with disciplined growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing, building services and property management oversight; (ii) target accretive acquisitions and developments of MOBs in markets with attractive demographics that complement our existing portfolio; and (iii) actively manage our balance sheet to maintain flexibility with conservative leverage. Additionally, from time to time we consider, on an opportunistic basis, significant portfolio acquisitions that we believe fit our core business and could enhance our existing portfolio.

Since 2006, we have invested $7.4 billion primarily in MOBs, development projects, land and other healthcare real estate assets consisting of approximately 25.1 million square feet of GLA throughout the U.S. Approximately 67% of our portfolio is located on the campuses of, or adjacent to, nationally and regionally recognized healthcare systems. Our portfolio is diversified geographically across 33 states, with no state having more than 20% of our total GLA as of September 30, 2020. We are concentrated in 20 to 25 key markets that are experiencing higher economic and demographic trends than other markets, on average, that we expect will drive demand for MOBs. As of September 30, 2020, we had approximately 1 million square feet of GLA in ten of our top 20 markets and approximately 93% of our portfolio, based on GLA, is located in the top 75 Metropolitan Statistical Area ("MSAs"), with Dallas, Houston, Boston, Tampa and Hartford/New Haven being our largest markets by investment.

Company Highlights

Portfolio Operating Performance

•For the three months ended September 30, 2020, our total revenue was $187.3 million, compared to $175.0 million for the three months ended September 30, 2019. For the nine months ended September 30, 2020, our total revenue was $551.9 million, compared to $515.7 million for the nine months ended September 30, 2019.

•For the three months ended September 30, 2020, our net income was $(6.9) million, compared to $(8.6) million, for the three months ended September 30, 2019. For the nine months ended September 30, 2020, our net income was $25.0 million, compared to $21.7 million for the nine months ended September 30, 2019.

•For the three months ended September 30, 2020, our net income attributable to common stockholders was $(0.03) per diluted share, or $(6.8) million, compared to $(0.04) per diluted share, or $(8.5) million for the three months ended September 30, 2019. For the nine months ended September 30, 2020, our net income attributable to common stockholders was $0.11 per diluted share, or $24.6 million, compared to $0.10 per diluted share, or $21.2 million for the nine months ended September 30, 2019.

•For the three months ended September 30, 2020, HTA’s FFO, as defined by NAREIT, was $68.5 million, or $0.31 per diluted share, compared to $0.31 per diluted share, or $65.0 million, for the three months ended September 30, 2019. For the nine months ended September 30, 2020, HTA’s FFO was $249.4 million, or $1.13 per diluted share, compared to $1.11 per diluted share, or $232.5 million, for the nine months ended September 30, 2019.

•For the three months ended September 30, 2020, HTALP’s FFO was $68.4 million, or $0.31 per diluted OP Unit, compared to $0.31 per diluted OP unit, or $64.9 million, for the three months ended September 30, 2019. For the nine months ended September 30, 2020, HTALP’s FFO was $249.8 million, or $1.13 per diluted OP Unit, compared to $1.11 per diluted OP Unit, or $232.9 million, for the nine months ended September 30, 2019.

•For the three months ended September 30, 2020, HTA’s and HTALP’s Normalized FFO was $0.43 per diluted share and OP Unit, or $96.2 million, compared to $0.42 per diluted share and OP Unit, or $87.1 million for the three months ended September 30, 2019. For the nine months ended September 30, 2020, HTA’s and HTALP’s Normalized FFO was $1.28 per diluted share and OP Unit, or $282.9 million, compared to $1.22 per diluted share and OP Unit, or $255.4 million for the nine months ended September 30, 2019.

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•For additional information on FFO and Normalized FFO, see “FFO and Normalized FFO” below, which includes a reconciliation to net income attributable to common stockholders/unitholders and an explanation of why we present this non-GAAP financial measure.

•For the three months ended September 30, 2020, our NOI was $130.1 million, compared to $121.2 million for the three months ended September 30, 2019. For the nine months ended September 30, 2020, our NOI was $381.6 million, compared to $357.5 million for the nine months ended September 30, 2019.

•For the three months ended September 30, 2020, our Same-Property Cash NOI increased 0.5%, or $0.5 million, to $116.2 million, compared to $115.6 million for the three months ended September 30, 2019. For the nine months ended September 30, 2020, our Same-Property Cash NOI increased 1.3%, or $4.4 million, to $345.3 million, compared to $340.9 million for the nine months ended September 30, 2019.

•For additional information on our NOI and Same-Property Cash NOI, see “NOI, Cash NOI and Same-Property Cash NOI” below, which includes a reconciliation from net income and an explanation of why we present these non-GAAP financial measures.

Key Market Focused Strategy and Investments

We believe we have been one of the most active investors in the medical office sector over the last decade. This has enabled us to create a high quality portfolio focused on MOBs serving the future of healthcare with scale and significance in 20 to 25 key markets.

•Our investment strategy includes alignment with key healthcare systems, hospitals, and leading academic medical universities. We are the largest owner of on-campus or adjacent MOBs in the country, with approximately 16.7 million square feet of GLA, or 67%, of our portfolio located in these locations. The remaining 33% of our portfolio is located in core community outpatient locations where healthcare is increasingly being delivered.

•Over the past decade, our investments have been focused in our 20 to 25 key markets which we believe will outperform the broader U.S. markets from an economic and demographic perspective. As of September 30, 2020, approximately 93% of our portfolio’s GLA is located in the top 75 MSAs. Our key markets represent top MSAs with strong growth metrics in jobs, household income and population, as well as low unemployment and mature healthcare infrastructures. Many of our key markets are also supported by strong university systems.

•Our key market focus has enabled us to establish scale across 20 to 25 key markets and effectively utilize our asset management and leasing platform to deliver consistent same store growth and additional yield on investments, as well as cost effective service to tenants. As of September 30, 2020, we had approximately 1 million square feet of GLA in ten of our top 20 markets and approximately 0.5 million square feet of GLA in 17 of our top 20 markets.

•During the nine months ended September 30, 2020, we closed on $52.6 million worth of investments primarily located in our existing key markets totaling approximately 214,000 square feet of GLA.

Internal Growth through Proactive In-House Property Management and Leasing

We believe we have the largest full-service operating platform in the medical office sector that consists of our in-house asset management and leasing platform which allows us to better manage and service our existing portfolio. In each of these markets, we have established a strong in-house asset management and leasing platform that has allowed us to develop valuable relationships with health systems, physician practices, universities, and regional development firms that have led to investment and leasing opportunities for us. Our full-service operating platform has also enabled us to focus on generating cost efficiencies as we gain scale across individual markets and regions.

•As of September 30, 2020, our in-house asset management and leasing platform operated approximately 24.3 million square feet of GLA, or 97% of our total portfolio.

•As of September 30, 2020, our leased rate (which includes leases which have been executed, but which have not yet commenced) was 90.1% by GLA and our occupancy rate was 89.5% by GLA.

•We entered into new and renewal leases on approximately 1.1 million and 3.3 million square feet of GLA, or approximately 4.4% and 13.1%, respectively, of the GLA of our total portfolio, during the three and nine months ended September 30, 2020.

•During the three and nine months ended September 30, 2020, tenant retention for the Same-Property portfolio was 89% and 88%, respectively, which included approximately 1.0 million and 3.3 million square feet of GLA of expiring leases, respectively, which we believe is indicative of our commitment to maintaining buildings in desirable locations and fostering strong tenant relationships. Tenant retention is defined as the sum of the total leased GLA of tenants that renewed a lease during the period over the total GLA of leases that renewed or expired during the period.

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Financial Strategy and Balance Sheet Flexibility

•As of September 30, 2020, we had total leverage, measured by debt less cash and cash equivalents to total capitalization, of 32.6%. Total liquidity was approximately $1.5 billion, inclusive of $1.0 billion available on our unsecured revolving credit facility, $277.5 million of forward equity agreements, and cash and cash equivalents of $227.1 million as of September 30, 2020.

•As of September 30, 2020, the weighted average remaining term of our debt portfolio was 7.4 years.

•During the nine months ended September 30, 2020, we settled a forward sale arrangement pursuant to a forward equity agreement that was entered into in 2019, which included the sale of approximately 1.7 million shares of our common stock 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.

Critical Accounting Policies

The complete list of our critical accounting policies was disclosed in our 2019 Annual Report on Form 10-K. Additionally, in light of the COVID-19 pandemic, we believe we have included all relevant information when determining our management estimates and that these estimates are in line with our established policies. For further information on other significant accounting policies that impact us, see Note 2 - Summary of Significant Accounting Policies in the accompanying condensed consolidated financial statements.

Recently Issued or Adopted Accounting Pronouncements

On January 1, 2020 we adopted ASU 2016-13, Financial Instruments Credit Losses and ASU 2018-13, Fair Value Measurement. For more detail on the implementation and policies of these adoptions or other recently issued accounting pronouncements see Note 2 - Summary of Significant Accounting Policies in the accompanying condensed consolidated financial statements.

Factors Which May Influence Results of Operations

The current novel coronavirus, or COVID-19 pandemic, and measures taken to slow the spread and lessen its impacts, are having a significant impact on economies and markets worldwide. All our buildings remain in operation, however, some tenants, typically those engaged in the more elective healthcare services, have temporarily suspended operations as a result of precautionary measures or national/local government imposed “stay-at-home” or “shelter-in-place” orders. We have taken steps to enhance our liquidity, in the form of draws against our line of credit, should cash flows become volatile throughout the remainder of the year.

As healthcare providers have seen their near-term profitability and liquidity levels decline, we have addressed requests from many of our tenants about their ability to defer payment of a portion of their rents for a limited duration. While many of these requests have been in-bound from tenants, in the interest of strengthening our tenant relations, we have also proactively worked with key health system tenants to seek to help them work through their challenges during this period of time. Each request is evaluated on a case by case basis. In total, we have approved deferral plans that total approximately $11.0 million, of which approximately $3.7 million have been repaid through October 28, 2020. There are no substantial outstanding requests for assistance from tenants. Payments of rent deferrals are generally expected to be repaid within the next 6 to 12 months. As of October 31, 2020, we have not granted unilateral rent forgiveness in connection with our deferral program, however, we may do so in the future if conditions and the specific economics warrant the use of such measures.

For the three months ended September 30, 2020, we collected or deferred approximately 99% of our total monthly rents that are contractually due and owed, with cash collection totaling approximately 97% of monthly rents. Our October collections continue to be consistent with Q3.

In addition, we have entered into certain lease modifications in the form of early renewals where we provide concessions in the form of free rent, averaging three (3) months at the inception of the lease, in exchange for additional term, on average of approximately three (3) years. The total amount of free rent granted during the nine months ended September 30, 2020 as concessions to early renewals, was approximately $3.6 million, with $2.4 million taken in the three months ended September 30, 2020. Although we did not experience a significant deceleration of cash collections for the three and nine months ended September 30, 2020, because of the evolving situation surrounding the COVID-19 pandemic, our results of operations in Q4 2020 and beyond may be materially impacted as the complete effects of the pandemic, including the decrease in commerce and the slowdown and uncertainty in the broader economy, and the corresponding impacts to our buildings and tenants, come to light. In addition to those noted above, other impacts may take the form of an overall continued decrease in our results of operations, stemming from various factors, including, but not limited to: (a) the inability for us to collect a portion of our rents timely or at all, (b) potential slowdown of new lease leads and signings, (c) decreases in occupancy either from non-renewals or from tenant defaults, (d) potential increases in expenses for vendors, critical supplies or materials, or costs of maintenance activities, (e) delays in construction projects to ready spaces for tenants, (f) delays in development projects and the potential for increased material costs, (g) increased labor costs should we be required to increase salaries for hazardous working conditions,

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(h) potential impairments should we see a more than temporary reduction in cash flows, (i) potential delays in accretive acquisitions, and (j) increased costs due to borrowings as we look to maintain balance sheet flexibility. Refer to "Results of Operations - Comparison of the Three and Nine Months Ended September 30, 2020 and 2019" for additional details on certain current period impacts from the COVID-19 pandemic.

Other than the above, we are not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally, the risk factors previously discussed in Part I, Item 1A - Risk Factors, in our 2019 Annual Report on Form 10-K, and this Quarterly Report on Form 10-Q under Item 1A. Risk Factors below, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income from the investment, management and operation of our properties.

Rental Income

The amount of rental income generated by our properties depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space and space that will become available from unscheduled lease terminations at the then applicable rental rates. Negative trends in one or more of these factors, including the ultimate collections of such rents, could adversely affect our rental income in future periods.

Investment Activity

During the nine months ended September 30, 2020, we had investments with an aggregate gross purchase price of $52.9 million. During the nine months ended September 30, 2019, we had investments with an aggregate gross purchase price of $229.9 million. The amount of any future acquisitions or dispositions could have a significant impact on our results of operations in future periods.

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Results of Operations

Comparison of the Three and Nine Months Ended September 30, 2020 and 2019

As of September 30, 2020 and 2019, we owned and operated approximately 25.1 million and 23.7 million square feet of GLA, respectively, with a leased rate of 90.1% and 90.6%, respectively (including leases which have been executed, but which have not yet commenced), and an occupancy rate of 89.5% and 89.7%, respectively. All explanations are applicable to both HTA and HTALP unless otherwise noted.

Comparison of the three months ended September 30, 2020 and 2019, respectively, is set forth below (in thousands):


	Three Months Ended September 30,
	2020		2019		Change		% Change
Revenues:
Rental income	$	187,258	$	174,844	$	12,414	7.1	%
Interest and other operating income	68		160		(92)		(57.5)
Total revenues	187,326		175,004		12,322		7.0
Expenses:
Rental	57,248		53,807		3,441		6.4
General and administrative	10,670		9,788		882		9.0
Transaction	125		522		(397)		(76.1)
Depreciation and amortization	75,892		73,820		2,072		2.8

Interest expense	23,136		24,625		(1,489)		(6.0)
Total expenses	167,071		162,562		4,509		2.8

Loss on extinguishment of debt, net	(27,726)		(21,646)		(6,080)		(28.1)
Income from unconsolidated joint venture	422		422		—		—
Other income	117		205		(88)		(42.9)
Net (loss) income	$	(6,932)	$	(8,577)	$	1,645	(19.2)	%

NOI	$	130,078	$	121,197	$	8,881	7.3	%
Same-Property Cash NOI	$	116,180	$	115,636	$	544	0.5	%

Comparison of the nine months ended September 30, 2020 and 2019, respectively, is set forth below (in thousands):


	Nine Months Ended September 30,
	2020		2019		Change		% Change
Revenues:
Rental income	$	551,459	$	515,328	$	36,131	7.0	%
Interest and other operating income	488		399		89		22.3
Total revenues	551,947		515,727		36,220		7.0
Expenses:
Rental	170,310		158,213		12,097		7.6
General and administrative	32,348		31,157		1,191		3.8
Transaction	297		858		(561)		(65.4)
Depreciation and amortization	228,484		211,730		16,754		7.9

Interest expense	71,285		72,601		(1,316)		(1.8)
Total expenses	502,724		474,559		28,165		5.9
Gain (loss) on sale of real estate, net	1,991		(37)		2,028		NM
Loss on extinguishment of debt, net	(27,726)		(21,646)		(6,080)		(28.1)
Income from unconsolidated joint venture	1,223		1,456		(233)		(16.0)
Other income	290		781		(491)		(62.9)
Net income	$	25,001	$	21,722	$	3,279	15.1	%

NOI	$	381,637	$	357,514	$	24,123	6.7	%
Same-Property Cash NOI	$	345,272	$	340,858	$	4,414	1.3	%

*NM- not meaningful.

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Rental Income

For the three and nine months ended September 30, 2020 and 2019, respectively, rental income was comprised of the following (in thousands):


	Three Months Ended September 30,
	2020		2019		Change		% Change
Contractual rental income	$	176,708	$	166,338	$	10,370	6.2	%
Straight-line rent and amortization of above and (below) market leases	7,298		5,149		2,149		41.7
Other rental revenue	3,252		3,357		(105)		(3.1)
Total rental income	$	187,258	$	174,844	$	12,414	7.1	%


	Nine Months Ended September 30,
	2020		2019		Change		% Change
Contractual rental income	$	521,175	$	491,132	$	30,043	6.1	%
Straight-line rent and amortization of above and (below) market leases	19,410		14,034		5,376		38.3
Other rental revenue	10,874		10,162		712		7.0
Total rental income	$	551,459	$	515,328	$	36,131	7.0	%

Contractual rental income, which includes expense reimbursements, increased $10.4 million and $30.0 million for the three and nine months ended September 30, 2020, compared to the three and nine months ended September 30, 2019, respectively. The increases were primarily due to additional contractual rental income of $9.9 million and $33.1 million from our 2019 and 2020 acquisitions, and contractual rent increases for the three and nine months ended September 30, 2020, respectively.

In addition, for the nine months ended September 30, 2020, we recorded a non-recurring charge of $4.7 million of bad debt as a reduction in revenue related to three (3) former tenants currently in litigation and for which we evaluated collectability on an individual basis to determine whether collections continued to be deemed probable. While we fully intend to continue to pursue such collection efforts on amounts owed to us, we recorded this charge due to the recent prevailing economic conditions and resulting uncertainty of the timing and collections of such amounts previously supported by litigation affirmed in our favor and/or the defendant's former credit, which we now believe have recently eroded. Due to the non-routine nature and anticipated non-recurrence of this charge, we have normalized this amount from both Cash NOI and Normalized FFO results as presented in the section entitled "Non-GAAP Financial Measures" below and elsewhere in this document. This can be contrasted with periodic, recurring bad debt that is recorded for tenants either still in occupancy or those having vacated as a result of a tenant default, for which we also ordinarily record a reduction to revenues to account for uncollectible accounts receivable which are not subject to a normalizing adjustment in our Non-GAAP Financial Measures. We believe this latter amount carries similar characteristics of those charges in our results of operations that have a propensity of recurrence as an ongoing reduction of revenue either in the form of uncollectible accounts or as reduced occupancy due to tenant defaults and corresponding vacancy.

Average starting and expiring base rents for new and renewal leases consisted of the following for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands, except in average base rents per square foot of GLA):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
New and renewal leases:
Average starting base rents	$	26.45	$	24.59	$	27.04	$	22.23
Average expiring base rents	24.70		23.94		25.84		21.51

Square feet of GLA	1,101		696		3,287		2,596

Lease rates can vary across markets, and lease rates that are considered above or below current market rent may change over time. Leases that expired in 2020 had rents that we believed were at market rates. In general, leasing concessions vary depending on lease type, term and geography.

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Tenant improvements, leasing commissions and tenant concessions for new and renewal leases consisted of the following for the three and nine months ended September 30, 2020 and 2019, respectively (in per square foot of GLA):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
New leases:
Tenant improvements	$	21.02	$	22.91	$	38.16	$	29.95
Leasing commissions	2.05		1.78		2.86		2.01
Tenant concessions	2.59		2.62		3.70		3.79
Renewal leases:
Tenant improvements	$	4.43	$	7.29	$	5.58	$	11.14
Leasing commissions	2.07		1.72		2.87		2.01
Tenant concessions	0.94		0.39		1.99		3.79

The average term for new and renewal leases executed consisted of the following for the three and nine months ended September 30, 2020 and 2019, respectively (in years):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2020	2019	2020	2019
New leases	4.4	6.3	7.9	7.1
Renewal leases	7.7	5.9	5.4	7.4

Rental Expenses

For the three months ended September 30, 2020 and 2019, rental expenses attributable to our properties were $57.2 million and $53.8 million, respectively. For the nine months ended September 30, 2020 and 2019, rental expenses attributable to our properties were $170.3 million and $158.2 million, respectively. These increases in rental expenses were primarily due to $3.5 million and $12.3 million of additional rental expenses associated with our 2019 and 2020 acquisitions for the three and nine months ended September 30, 2020, respectively. Furthermore, we recorded an incremental $0.3 million related to hazard pay and increased personal protective equipment costs directly related to COVID-19 for the nine months ended September 30, 2020. Due to the incremental nature related to COVID-19, this amount was normalized out of both NOI and Normalized FFO results as presented below. There was not a substantive amount of incremental costs directly related to COVID-19 for the three months ended September 30, 2020.

General and Administrative Expenses

For the three months ended September 30, 2020 and 2019, general and administrative expenses were $10.7 million and $9.8 million, respectively. For the nine months ended September 30, 2020 and 2019, general and administrative expenses were $32.3 million and $31.2 million, respectively. These increases were primarily due to an increase in the overall head count due to the continued growth of the Company and stock based compensation expense.

Depreciation and Amortization Expense

For the three months ended September 30, 2020 and 2019, depreciation and amortization expense was $75.9 million and $73.8 million, respectively. For the nine months ended September 30, 2020 and 2019, depreciation and amortization expense was $228.5 million and $211.7 million, respectively. This increase was associated with our 2019 and 2020 acquisitions, partially offset by buildings we disposed of during 2019.

Interest Expense

For the three months ended September 30, 2020 and 2019, interest expense was $23.1 million and $24.6 million, respectively. For the nine months ended September 30, 2020 and 2019, interest expense was $71.3 million and $72.6 million, respectively. The decrease in interest expense is primarily due to lower average interest rates on our variable rate debt as compared to the same period in 2019.

To achieve our objectives, we borrow at both fixed and variable rates. From time to time, we also enter into derivative financial instruments, such as interest rate swaps, in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes.

Gain (Loss) on Sale of Real Estate, net

For the nine months ended September 30, 2020, we realized a net gain of approximately $2.0 million on the sale of part of our interest in undeveloped land in Miami, Florida. For the nine months ended September 30, 2019, we realized a net loss of $37 thousand on the disposition of three MOB's in Hilton Head, South Carolina.

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Net Income

For the three months ended September 30, 2020 and 2019, net income was $(6.9) million and $(8.6) million, respectively. For the nine months ended September 30, 2020 and 2019, net income was $25.0 million and $21.7 million, respectively. The increase is primarily the result of continued growth in our operations due to accretive acquisitions and improved operating efficiencies.

NOI and Same-Property Cash NOI

For the three months ended September 30, 2020 and 2019, NOI was $130.1 million and $121.2 million, respectively. For the nine months ended September 30, 2020 and 2019, NOI was $381.6 million and $357.5 million, respectively. The increase in NOI was primarily due to additional NOI from our 2019 and 2020 acquisitions of $7.1 million and $23.6 million for the three and nine months ended September 30, 2020, respectively, partially offset by $0.1 million and $0.4 million of reduced NOI as a result of the buildings we sold during 2019 for the three and nine months ended September 30, 2020, respectively, and a reduction in straight-line rent from properties we owned for more than a year.

Same-Property Cash NOI increased 0.5% to $116.2 million for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. Same-Property Cash NOI increased 1.3% to $345.3 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. The increases were primarily the result of rent escalations, improved operating efficiencies, offset by a slight decrease in average occupancy, and the $2.4 million and $3.6 million of incremental free rent provided related to early renewals of leases for the three months and nine months ended September 30, 2020, respectively.

Non-GAAP Financial Measures

FFO and Normalized FFO

We compute FFO in accordance with the current standards established by NAREIT. NAREIT defines FFO as net income or loss attributable to common stockholders/unitholders (computed in accordance with GAAP), excluding gains or losses from sales of real estate property and impairment write-downs of depreciable assets, plus depreciation and amortization related to investments in real estate, and after adjustments for unconsolidated partnerships and joint ventures. Since FFO excludes depreciation and amortization unique to real estate, among other items, it provides a perspective not immediately apparent from net income or loss attributable to common stockholders/unitholders.

We also compute Normalized FFO, which excludes from FFO: (i) transaction expenses; (ii) gain or loss on extinguishment of debt; (iii) noncontrolling income or loss from OP Units included in diluted shares (only applicable to the Company); and (iv) other normalizing adjustments, which include items that are unusual and infrequent in nature. Our methodology for calculating Normalized FFO may be different from the methods utilized by other REITs and, accordingly, may not be comparable to other REITs.

We present FFO and Normalized FFO because we consider them important supplemental measures of our operating performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. Historical cost accounting assumes that the value of real estate assets diminishes ratably over time. Since real estate values have historically risen or fallen based on market conditions, many industry investors have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. FFO and Normalized FFO should not be considered as alternatives to net income or loss attributable to common stockholders/unitholders (computed in accordance with GAAP) as indicators of our financial performance, nor are they indicative of cash available to fund cash needs. FFO and Normalized FFO should be reviewed in connection with other GAAP measurements.

In addition, the amounts included in the calculation of FFO and Normalized FFO are generally the same for HTALP and HTA, except for net income or loss attributable to common stockholders/unitholders, noncontrolling income or loss from OP Units included in diluted shares (only applicable to the Company) and the weighted average shares of our common stock or HTALP OP Units outstanding.

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The following is the reconciliation of HTA’s FFO and Normalized FFO to net income attributable to common stockholders for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Net (loss) income attributable to common stockholders	$	(6,827)	$	(8,463)	$	24,563	$	21,236
Depreciation and amortization expense related to investments in real estate	74,848		73,042		225,354		209,814
(Gain) loss on sale of real estate, net	—		—		(1,991)		37

Proportionate share of joint venture depreciation and amortization	468		468		1,443		1,390
FFO attributable to common stockholders	$	68,489	$	65,047	$	249,369	$	232,477
Transaction expenses	125		522		297		858
Loss on extinguishment of debt, net	27,726		21,646		27,726		21,646
Noncontrolling (loss) income from OP Units included in diluted shares	(105)		(114)		438		420
Other normalizing adjustments (1)	—		—		5,031		—
Normalized FFO attributable to common stockholders	$	96,235	$	87,101	$	282,861	$	255,401

Net (loss) income attributable to common stockholders per diluted share	$	(0.03)	$	(0.04)	$	0.11	$	0.10
FFO adjustments per diluted share, net	0.34		0.35		1.02		1.01
FFO attributable to common stockholders per diluted share	$	0.31	$	0.31	$	1.13	$	1.11
Normalized FFO adjustments per diluted share, net	0.12		0.11		0.15		0.11
Normalized FFO attributable to common stockholders per diluted share	$	0.43	$	0.42	$	1.28	$	1.22

Weighted average diluted common shares outstanding	222,101		209,072		221,521		209,026

(1) Other normalizing adjustments includes the following: Non-recurring bad debt of $4,672 thousand, incremental hazard pay to facilities employees of $314 thousand, and incremental personal protective equipment of $45 thousand for the nine months ended September 30, 2020. There were no other normalizing adjustments for the three months ended September 30, 2020.

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The following is the reconciliation of HTALP’s FFO and Normalized FFO to net income attributable to common unitholders for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands, except per unit data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Net (loss) income attributable to common unitholders	$	(6,932)	$	(8,577)	$	25,001	$	21,656
Depreciation and amortization expense related to investments in real estate	74,848		73,042		225,354		209,814
(Gain) loss on sale of real estate, net	—		—		(1,991)		37

Proportionate share of joint venture depreciation and amortization	468		468		1,443		1,390
FFO attributable to common unitholders	$	68,384	$	64,933	$	249,807	$	232,897
Transaction expenses	125		522		297		858
Loss on extinguishment of debt, net	27,726		21,646		27,726		21,646
Other normalizing adjustments (1)	—		—		5,031		—
Normalized FFO attributable to common unitholders	$	96,235	$	87,101	$	282,861	$	255,401

Net (loss) income attributable to common unitholders per diluted share	$	(0.03)	$	(0.04)	$	0.11	$	0.10
FFO adjustments per diluted OP Unit, net	0.34		0.35		1.02		1.01
FFO attributable to common unitholders per diluted OP Unit	$	0.31	$	0.31	$	1.13	$	1.11
Normalized FFO adjustments per diluted OP Unit, net	0.12		0.11		0.15		0.11
Normalized FFO attributable to common unitholders per diluted OP Unit	$	0.43	$	0.42	$	1.28	$	1.22

Weighted average diluted common OP Units outstanding	222,101		209,164		221,521		209,056

NOI, Cash NOI and Same-Property Cash NOI

NOI is a non-GAAP financial measure that is defined as net income or loss (computed in accordance with GAAP) before: (i) general and administrative expenses; (ii) transaction expenses; (iii) depreciation and amortization expense; (iv) impairment; (v) interest expense; (vi) gain or loss on sales of real estate; (vii) gain or loss on extinguishment of debt; (viii) income or loss from unconsolidated joint venture; and (ix) other income or expense. We believe that NOI provides an accurate measure of the operating performance of our operating assets because NOI excludes certain items that are not associated with the management of our properties. Additionally, we believe that NOI is a widely accepted measure of comparative operating performance of REITs. However, our use of the term NOI may not be comparable to that of other REITs as they may have different methodologies for computing this amount. NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. NOI should be reviewed in connection with other GAAP measurements.

Cash NOI is a non-GAAP financial measure which excludes from NOI: (i) straight-line rent adjustments; (ii) amortization of below and above market leases/leasehold interests and other GAAP adjustments; (iii) notes receivable interest income; and (iv) other normalizing adjustments. Contractual base rent, contractual rent increases, contractual rent concessions and changes in occupancy or lease rates upon commencement and expiration of leases are a primary driver of our revenue performance. We believe that Cash NOI, which removes the impact of straight-line rent adjustments, provides another measurement of the operating performance of our operating assets. Additionally, we believe that Cash NOI is a widely accepted measure of comparative operating performance of REITs. However, our use of the term Cash NOI may not be comparable to that of other REITs as they may have different methodologies for computing this amount. Cash NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. Cash NOI should be reviewed in connection with other GAAP measurements.

To facilitate the comparison of Cash NOI between periods, we calculate comparable amounts for a subset of our owned and operational properties referred to as “Same-Property”. Same-Property Cash NOI excludes (i) properties which have not been owned and operated by us during the entire span of all periods presented and disposed properties, (ii) our share of unconsolidated joint ventures, (iii) development, redevelopment and land parcels, (iv) properties intended for disposition in the near term which have (a) been approved by the Board of Directors, (b) is actively marketed for sale, and (c) an offer has been received at prices we would transact and the sales process is ongoing, and (v) certain non-routine items. Same-Property Cash NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. Same-Property Cash NOI should be reviewed in connection with other GAAP measurements.

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The following is the reconciliation of HTA’s and HTALP’s NOI, Cash NOI and Same-Property Cash NOI to net income for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Net (loss) income	$	(6,932)	$	(8,577)	$	25,001	$	21,722
General and administrative expenses	10,670		9,788		32,348		31,157
Transaction expenses	125		522		297		858
Depreciation and amortization expense	75,892		73,820		228,484		211,730

Interest expense	23,136		24,625		71,285		72,601
(Gain) loss on sale of real estate, net	—		—		(1,991)		37
Loss on extinguishment of debt, net	27,726		21,646		27,726		21,646
Income from unconsolidated joint venture	(422)		(422)		(1,223)		(1,456)
Other income	(117)		(205)		(290)		(781)
NOI	$	130,078	$	121,197	$	381,637	$	357,514
Straight-line rent adjustments, net	(5,711)		(2,539)		(12,673)		(8,261)
Amortization of (below) and above market leases/leasehold interests, net and other GAAP adjustments (1)	(113)		(1,390)		(2,203)		(1,872)
Notes receivable interest income	(11)		(23)		(152)		(75)
Other normalizing adjustments (2)	—		—		5,031		—
Cash NOI	$	124,243	$	117,245	$	371,640	$	347,306
Acquisitions not owned/operated for all periods presented and disposed properties Cash NOI	(7,938)		(928)		(26,200)		(3,483)
Redevelopment Cash NOI	57		(536)		387		(2,468)
Intended for sale Cash NOI	(182)		(145)		(555)		(497)
Same-Property Cash NOI (3)	$	116,180	$	115,636	$	345,272	$	340,858

(1) The presentation includes certain adjustments to allow for the consistent treatment of items impacted by Topic 842-Leases.

(2) Other normalizing adjustments includes the following: Non-recurring bad debt of $4,672 thousand, incremental hazard pay to facilities employees of $314 thousand, and incremental personal protective equipment of $45 thousand for the nine months ended September 30, 2020. There were no other normalizing adjustments for the three months ended September 30, 2020.

(3) Same-Property includes 417 and 412 buildings for the three and nine months ended September 30, 2020 and 2019, respectively.

Liquidity and Capital Resources

Our primary sources of cash include: (i) cash flow from operations; (ii) borrowings under our unsecured revolving credit facility; (iii) net proceeds from the issuances of debt and equity securities; and (iv) proceeds from our dispositions. During the next 12 months our primary uses of cash are expected to include: (a) the funding of acquisitions of MOBs, development properties and other facilities that serve the healthcare industry; (b) capital expenditures; (c) the payment of operating expenses; (d) debt service payments, including principal payments; and (e) the payment of dividends to our stockholders. We anticipate cash flow from operations, restricted cash and reserve accounts and our unsecured revolving credit facility, if needed, will be sufficient to fund our operating expenses, capital expenditures and dividends to stockholders. Investments and maturing indebtedness may require funds from borrowings under our unsecured revolving credit facility, the issuance of debt and/or equity securities or proceeds from sales of real estate.

During the COVID-19 pandemic, we continue to take a measured approach to our operations and cash flows, with an expectation that despite efforts by the US Government to provide liquidity and relief to certain of our tenants who qualify for aid under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, payments from tenants who do not qualify for such aid, or those medical practices focused on procedures that are of an elective nature, may decline appreciably until such time that there is a sustained reversal of government mandated "stay-at-home" or "shelter-in-place" orders and a corresponding normalized level of economic activity and commerce resumes. In addition, due to the recent volatility in capital markets, our access to such capital may be temporarily delayed, and/or we may not be able to raise debt or equity financing on terms that are favorable to us.

As of September 30, 2020, we had total liquidity of $1.5 billion, inclusive of $1.0 billion available on our unsecured revolving credit facility, $277.5 million of forward equity agreements, and cash and cash equivalents of $227.1 million.

We believe that we have sufficient liquidity and options at our disposal to sustain operations for the foreseeable future. As the COVID-19 pandemic continues to unfold, we will assess cash flow requirements and deploy various strategies to preserve liquidity, including, but not limited to, continued utilization of our credit facility, settlement of equity raised on a forward basis, or if circumstances warrant, changes to the manner in which our dividends are paid and/or corresponding amounts distributed.

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As of September 30, 2020, we had unencumbered assets with a gross book value of $7.7 billion. The unencumbered properties may be used as collateral to secure additional financings in future periods or refinance our current debt as it becomes due. Our ability to raise funds from future debt and equity issuances is dependent on our investment grade credit ratings, general economic and market conditions, and our operating performance.

When we acquire a property, we prepare a capital plan that contemplates the estimated capital needs of that investment. In addition to operating expenses, capital needs may also include costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan for each investment will be adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. Capital expenditures for the remainder of the year will be primarily targeted towards planned maintenance activities and other capital improvements that are either of an immediate need to preserve liquidity, or strategically necessary for revenue generation purposes. Currently these expenditures are estimated at approximately $10 million to $20 million per quarter, but may fluctuate materially depending on the ongoing impacts from COVID-19. Although we cannot provide assurance that we will not exceed these estimated expenditure levels, we believe our liquidity of $1.5 billion allows us the flexibility to fund such capital expenditures as may be necessary or advisable.

If we experience lower occupancy levels, reduced rental rates, reduced revenues as a result of asset sales, or increased capital expenditures and leasing costs compared to historical levels due to competitive market conditions for new and renewal leases, the effect would be a reduction of net cash provided by operating activities. If such a reduction of net cash provided by operating activities is realized, we may have a cash flow deficit in subsequent periods. Our estimate of net cash available is based on various assumptions which are difficult to predict, including the levels of our leasing activity and related leasing costs. Any changes in these assumptions could impact our financial results and our ability to fund working capital and unanticipated cash needs.

Cash Flows

The following is a summary of our cash flows for the nine months ended September 30, 2020 and 2019, respectively (in thousands):


	Nine Months Ended September 30,
	2020		2019		Change
Cash, cash equivalents and restricted cash - beginning of period	$	37,616	$	133,530	$	(95,914)
Net cash provided by operating activities	269,668		238,382		31,286
Net cash used in investing activities	(159,919)		(295,210)		135,291
Net cash provided by (used in) financing activities	83,881		(58,886)		142,767
Cash, cash equivalents and restricted cash - end of period	$	231,246	$	17,816	$	213,430

Net cash provided by operating activities increased in 2020 primarily due to the impact of our 2019 and 2020 acquisitions and contractual rent increases, partially offset by our 2019 and 2020 dispositions and rents that have been deferred under our deferral program in light of COVID-19. We anticipate cash flows from operating activities to increase as a result of the growth in our portfolio through new acquisitions and continued leasing activity in our existing portfolio.

For the nine months ended September 30, 2020, net cash used in investing activities primarily related to capital expenditures of $59.0 million, investments in real estate of $52.6 million, development of real estate of $49.5 million, funding of a real estate loan of $6.0 million, partially offset by proceeds from the sale of real estate of $6.4 million. For the nine months ended September 30, 2019, net cash used in investing activities primarily related to investments in real estate of $223.2 million and capital expenditures of $59.5 million.

For the nine months ended September 30, 2020, net cash provided by financing activities primarily related to proceeds from unsecured senior notes of $793.6 million and proceeds from issuance of common stock of $50.0 million, partially offset by payments on unsecured senior notes of $300.0 million, dividends paid to holders of our common stock of $205.9 million, payments on our secured mortgage loans of $114.1 million, and net payments on our unsecured revolving credit facility of $100.0 million. For the nine months ended September 30, 2019, net cash used in financing activities primarily related to payments on our unsecured senior notes of $700.0 million, dividends paid to holders of our common stock of $190.9 million, payments on our secured mortgage loans of $96.8 million, and the repurchase and cancellation of common stock of $12.2 million, which was partially offset by proceeds from the issuance of unsecured senior notes of $906.9 million, proceeds from issuance of common stock of $51.8 million and net borrowings on our unsecured revolving credit facility of $15.0 million.

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Dividends

The amount of dividends we pay to our stockholders is determined by our Board of Directors, in their sole discretion, and is dependent on a number of factors, including funds available, our financial condition, capital expenditure requirements and annual dividend distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended. We have paid monthly or quarterly dividends since February 2007, and if our investments produce sufficient cash flow, we expect to continue to pay dividends to our stockholders. Because our cash available for dividend distributions in any year may be less than 90% of our taxable income for the year, we may obtain the necessary funds through borrowings, issuing new securities or selling assets to pay out enough of our taxable income to satisfy our dividend distribution requirement. Our organizational documents do not establish a limit on dividends that may constitute a return of capital for federal income tax purposes. The dividend we pay to our stockholders is equal to the distributions received from HTALP in accordance with the terms of the HTALP partnership agreement. It is our intention to continue to pay dividends. However, our Board of Directors may reduce our dividend rate and we cannot guarantee the timing and amount of dividends that we may pay in the future, if any.

For the nine months ended September 30, 2020, we paid cash dividends of $205.9 million on our common stock. In October 2020 for the quarter ended September 30, 2020, we paid cash dividends on our common stock of $69.9 million.

Financing

We have historically maintained a low leveraged balance sheet and intend to continue to maintain this structure in the long term. However, our total leverage may fluctuate on a short-term basis as we execute our business strategy. As of September 30, 2020, our leverage ratio, measured by debt less cash and cash equivalents to total capitalization, was 32.6%.

As of September 30, 2020, we had debt outstanding of $3.0 billion and the weighted average interest rate therein was 2.89% per annum, inclusive of the impact of our cash flow hedges. The following is a summary of our unsecured and secured debt. See Note 8 - Debt in the accompanying condensed consolidated financial statements for a further discussion of our debt.

Unsecured Revolving Credit Facility

As of September 30, 2020, the full $1.0 billion was available on our $1.0 billion unsecured revolving credit facility. Our unsecured revolving credit facility matures in June 2022.

Unsecured Term Loans

As of September 30, 2020, we had $500.0 million of unsecured term loans outstanding, comprised of $300.0 million under our Unsecured Credit Agreement maturing in 2023, and $200.0 million under our unsecured term loan maturing in 2024.

Unsecured Senior Notes

As of September 30, 2020, we had $2.55 billion of unsecured senior notes outstanding, comprised of $600.0 million of senior notes maturing in 2026, $500.0 million of senior notes maturing in 2027, $650.0 million of senior notes maturing in 2030 and $800.0 million of senior notes maturing in 2031.

Fixed Rate Mortgages

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

Commitments and Contingencies

There have been no material changes from the commitments and contingencies previously disclosed in our 2019 Annual Report on Form 10-K.

Debt Service Requirements

We are required by the terms of our applicable loan agreements to meet certain financial covenants, such as minimum net worth and liquidity, and reporting requirements, among others. As of September 30, 2020, we believe that we were in compliance with all such covenants and we are not aware of any covenants that it is reasonably likely that we would not be able to meet in accordance with our loan agreements.

Off-Balance Sheet Arrangements

As of and during the nine months ended September 30, 2020, we had no material off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Inflation

We are exposed to inflation risk as income from future long-term leases is the primary source of our cash flows from operations. There are provisions in the majority of our tenant leases that protect us from the impact of normal inflation. These provisions include rent escalations, reimbursement billings for operating expense pass-through charges and real estate tax and insurance reimbursements on a per square foot allowance. However, due to the long-term nature of our leases, among other factors, the leases may not reset frequently enough to cover inflation.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes from the quantitative and qualitative disclosures about market risk previously disclosed in our 2019 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Healthcare Trust of America, Inc.

HTA’s management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including HTA’s Chief Executive Officer (as the principal executive officer) and Chief Financial Officer (as the principal financial officer and principal accounting officer), to allow timely decisions regarding required disclosures.

As of September 30, 2020, an evaluation was conducted by HTA under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and 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). Based on this evaluation, HTA’s Chief Executive Officer and Chief Financial Officer each concluded that HTA’s disclosure controls and procedures were effective as of September 30, 2020.

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2020 that have materially affected, or are reasonably believed to be likely to materially affect, our internal control over financial reporting. This determination was reached after careful evaluation of the effects COVID-19 has had on our operations.

November 4, 2020

Healthcare Trust of America Holdings, LP

HTALP’s management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including HTA’s Chief Executive Officer (as the principal executive officer) and Chief Financial Officer (as the principal financial officer and principal accounting officer), to allow timely decisions regarding required disclosures.

As of September 30, 2020, an evaluation was conducted by HTALP under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and 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). Based on this evaluation, HTA’s Chief Executive Officer and 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 September 30, 2020.

There were no changes in HTALP’s internal control over financial reporting that occurred during the quarter ended September 30, 2020 that have materially affected, or are reasonably believed to be likely to materially affect, HTALP’s internal control over financial reporting. This determination was reached after careful evaluation of the effects COVID-19 has had on our operations.

November 4, 2020

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to claims and litigation arising in the ordinary course of business. We do not believe any liability from any reasonably foreseeable disposition of such claims and litigation, individually or in the aggregate, would have a material adverse effect on our accompanying condensed consolidated financial statements.

Item 1A. Risk Factors

The following risk factor supplements the risk factor disclosure contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 18, 2020.

Pandemics and other health concerns, and the measures intended to prevent its spread, including the currently ongoing COVID-19 pandemic, could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Pandemics, including both widespread and localized outbreaks of infectious diseases and other health concerns, and the measures taken to prevent the spread or lessen the impact, could cause a material disruption to our industry or the economy as a whole. The impacts of such an event could be severe and far-reaching, and may impact our operations in several ways. Such operational impacts include, but are not limited to, the following: (i) tenants could experience deteriorating financial conditions and be unable or unwilling to pay rent on time and in full; (ii) we may have to restructure tenants' obligations and may not be able to do so on terms that are favorable to us; (iii) inquiries and tours at our properties could decrease; (iv) move-ins and new tenanting efforts, and re-letting efforts could slow or stop altogether; (v) move-outs and potential early termination of leases thereunder could increase; (vi) operating expenses, including the costs of certain essential services or supplies, including payments to third-party contractors, service providers, and employees essential to ensure continuity in our building operations may increase; and (vii) costs of development, including expenditures for materials utilized in construction and labor essential to complete existing developments in progress may increase substantively.

Further, disruption in the real estate markets may restrict our ability to deploy capital for new investments, or limit our ability to make new investments on terms that are favorable to us.

Additionally, these types of events could cause severe economic, market and other disruptions worldwide which could stretch to bank lending, capital and other financial markets. If these markets are affected, future access to capital and other sources of funding could be constrained which could adversely affect the availability and terms of our future borrowings, our ability to refinance existing debt, our ability to draw on our revolving credit facility, and our ability to raise equity financing on terms that are favorable to us.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the three months ended September 30, 2020, we repurchased shares of our common stock as follows:


Period	Total Number of Shares Purchased (1) (2)	Average Price Paid per Share (1) (2)		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program	Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
July 1, 2020 to July 31, 2020	9,087	$	26.36	—	—
August 1, 2020 to August 31, 2020	2,039	27.54		—	—
September 1, 2020 to September 30, 2020	—	—		—	—

(1) Purchases represent shares withheld to satisfy withholding obligations on the vesting of restricted shares and shares repurchased under our stock repurchase plan. The price paid per share was the then closing price of our common stock on the NYSE.
(2) For each share of common stock redeemed by HTA, HTALP redeems a corresponding number of OP Units in the HTALP operating partnership. Therefore, the OP Units in the HTALP operating partnership repurchased by HTALP are the same as the shares of common stock repurchased by HTA as shown above.

Item 6. Exhibits

The exhibits listed on the Exhibit Index are included, and incorporated by reference, in this Quarterly Report.

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EXHIBIT INDEX

Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.

The following exhibits are included, or incorporated by reference, in this Quarterly Report for the quarter ended September 30, 2020 (and are numbered in accordance with Item 601 of Regulation S-K).


1.1			Underwriting Agreement, dated September 14, 2020, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and Jefferies LLC, J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. 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 15, 2020 and incorporated herein by reference).
3.1			Fourth Amended and Restated Bylaws of Healthcare Trust of America, Inc., dated April 27, 2020 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on April 29, 2020 and incorporated herein by reference.
4.1			2031 Notes Indenture, dated as of September 28, 2020, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 2.000% Senior Notes due 2031 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
5.1			Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
5.2			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).
8.1			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).
10.1*			Agreement Respecting Indemnification Matters, dated November 3, 2020.
23.1			Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
23.2			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).
31.1*			Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.2*			Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.3*			Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
31.4*			Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.1**			Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Inc.
32.2**			Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
32.3**			Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.4**			Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
101.INS*			Inline XBRL Instance Document.
101.SCH*			Inline XBRL Taxonomy Extension Schema Document.
101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*			Filed herewith.
**			Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Healthcare Trust of America, Inc.

By:	/s/ Scott D. Peters	Chief Executive Officer, President and Chairman
	Scott D. Peters	(Principal Executive Officer)
Date:	November 4, 2020

By:	/s/ Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer)
Date:	November 4, 2020


	Healthcare Trust of America Holdings, LP

By:	Healthcare Trust of America, Inc.,
	its General Partner

By:	/s/ Scott D. Peters	Chief Executive Officer, President and Chairman
	Scott D. Peters	(Principal Executive Officer)
Date:	November 4, 2020

By:	/s/ Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer)
Date:	November 4, 2020

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