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 ~~June~~September 30, 2021


☐			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 ~~July 29,~~October 28, 2021, there were ~~218,849,312~~220,838,102 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 ~~June~~September 30, 2021, 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 ~~June~~September 30, 2021, HTA owned a ~~98.4%~~97.9% 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 units (“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 units 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”).

Non-controlling 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 non-controlling 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 ~~June~~September 30, 2021 and December 31, 2020	4
	Condensed Consolidated Statements of Operations for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	5
	Condensed Consolidated Statements of Comprehensive Income for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	6
	Condensed Consolidated Statements of Equity for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	7
	Condensed Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	89
Healthcare Trust of America Holdings, LP
	Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2021 and December 31, 2020	910
	Condensed Consolidated Statements of Operations for the Three and ~~Six~~Nine Months Ended ~~June 30, 2021 and 2020~~	10
	~~Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June~~September 30, 2021 and 2020	11
	Condensed Consolidated Statements of ~~Changes in Partners’ Capital~~Comprehensive Income for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	12
	Condensed Consolidated Statements of ~~Cash Flows~~Changes in Partners’ Capital for the ~~Six~~Three and Nine Months Ended ~~June~~September 30, 2021 and 2020	13
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020	15
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
	Notes to Unaudited Condensed Consolidated Financial Statements	1416
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2933
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4346
Item 4.	Controls and Procedures	4346

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	4447
Item 1A.	Risk Factors	4447
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4448
Item 6.	Exhibits	4448

Signatures		4751

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)


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Real estate investments:	Real estate investments:					Real estate investments:
Land	Land	$	596,084	$	596,269	Land	$	625,092	$	596,269
Building and improvements	Building and improvements	6,542,944		6,507,816		Building and improvements	6,701,356		6,507,816
Lease intangibles	Lease intangibles	617,731		628,621		Lease intangibles	506,010		628,621
Construction in progress	Construction in progress	88,609		80,178		Construction in progress	28,878		80,178
		7,845,368		7,812,884			7,861,336		7,812,884
Accumulated depreciation and amortization	Accumulated depreciation and amortization	(1,806,165)		(1,702,719)		Accumulated depreciation and amortization	(1,747,354)		(1,702,719)
Real estate investments, net	Real estate investments, net	6,039,203		6,110,165		Real estate investments, net	6,113,982		6,110,165

Assets held for sale, net						Assets held for sale, net	27,049		—
Investment in unconsolidated joint venture	Investment in unconsolidated joint venture	63,593		64,360		Investment in unconsolidated joint venture	63,213		64,360
Cash and cash equivalents	Cash and cash equivalents	19,796		115,407		Cash and cash equivalents	12,836		115,407
Restricted cash	Restricted cash	70,542		3,358		Restricted cash	6,628		3,358
Receivables and other assets, net	Receivables and other assets, net	294,550		251,728		Receivables and other assets, net	314,977		251,728
Right-of-use assets - operating leases, net	Right-of-use assets - operating leases, net	228,870		235,223		Right-of-use assets - operating leases, net	227,564		235,223
Other intangibles, net	Other intangibles, net	8,850		10,451		Other intangibles, net	9,382		10,451
Total assets	Total assets	$	6,725,404	$	6,790,692	Total assets	$	6,775,631	$	6,790,692
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Liabilities:	Liabilities:					Liabilities:
Debt	Debt	$	3,073,465	$	3,026,999	Debt	$	3,079,190	$	3,026,999
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	172,653		200,358		Accounts payable and accrued liabilities	178,024		200,358

Liabilities of assets held for sale						Liabilities of assets held for sale	263		—
Derivative financial instruments - interest rate swaps	Derivative financial instruments - interest rate swaps	10,755		14,957		Derivative financial instruments - interest rate swaps	9,377		14,957
Security deposits, prepaid rent and other liabilities	Security deposits, prepaid rent and other liabilities	83,474		82,553		Security deposits, prepaid rent and other liabilities	82,852		82,553
Lease liabilities - operating leases	Lease liabilities - operating leases	195,210		198,367		Lease liabilities - operating leases	195,115		198,367
Intangible liabilities, net	Intangible liabilities, net	29,959		32,539		Intangible liabilities, net	31,473		32,539
Total liabilities	Total liabilities	3,565,516		3,555,773		Total liabilities	3,576,294		3,555,773
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0

Equity:	Equity:					Equity:
Preferred stock, $0.01 par value; 200,000,000 shares authorized; NaN issued and outstanding		0		0
Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 218,825,737 and 218,578,012 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		2,188		2,186
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding						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; 220,839,006 and 218,578,012 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively						Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 220,839,006 and 218,578,012 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	2,208		2,186
Additional paid-in capital	Additional paid-in capital	4,919,353		4,916,784		Additional paid-in capital	4,973,001		4,916,784
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(12,734)		(16,979)		Accumulated other comprehensive loss	(11,327)		(16,979)
Cumulative dividends in excess of earnings	Cumulative dividends in excess of earnings	(1,807,753)		(1,727,752)		Cumulative dividends in excess of earnings	(1,857,714)		(1,727,752)
Total stockholders’ equity	Total stockholders’ equity	3,101,054		3,174,239		Total stockholders’ equity	3,106,168		3,174,239
Non-controlling interests	Non-controlling interests	58,834		60,680		Non-controlling interests	93,169		60,680
Total equity	Total equity	3,159,888		3,234,919		Total equity	3,199,337		3,234,919
Total liabilities and equity	Total liabilities and equity	$	6,725,404	$	6,790,692	Total liabilities and equity	$	6,775,631	$	6,790,692

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

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for per share data)

(Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Revenues:	Revenues:									Revenues:
Rental income	Rental income	$	188,494	$	178,670	$	379,844	$	364,201	Rental income	$	189,832	$	187,258	$	569,676	$	551,459
Interest and other operating income	Interest and other operating income	121		175		264		420		Interest and other operating income	1,430		68		1,694		488
Total revenues	Total revenues	188,615		178,845		380,108		364,621		Total revenues	191,262		187,326		571,370		551,947
Expenses:	Expenses:									Expenses:
Rental	Rental	57,409		56,200		116,988		113,062		Rental	59,568		57,248		176,556		170,310
General and administrative	General and administrative	10,929		10,160		21,489		21,678		General and administrative	10,765		10,670		32,254		32,348
Transaction	Transaction	66		32		162		172		Transaction	137		125		299		297
Depreciation and amortization	Depreciation and amortization	74,977		74,927		151,251		152,592		Depreciation and amortization	76,056		75,892		227,307		228,484
Interest expense	Interest expense	23,133		24,277		46,119		48,149		Interest expense	23,331		23,136		69,450		71,285
Impairment	Impairment	16,825		0		16,825		0		Impairment	—		—		16,825		—
Total expenses	Total expenses	183,339		165,596		352,834		335,653		Total expenses	169,857		167,071		522,691		502,724
Gain on sale of real estate, net	Gain on sale of real estate, net	32,753		0		32,753		1,991		Gain on sale of real estate, net	143		—		32,896		1,991

Loss on extinguishment of debt, net										Loss on extinguishment of debt, net	—		(27,726)		—		(27,726)
Income from unconsolidated joint venture	Income from unconsolidated joint venture	406		379		798		801		Income from unconsolidated joint venture	400		422		1,198		1,223
Other income	Other income	304		97		307		173		Other income	94		117		401		290
Net income		$	38,739	$	13,725	$	61,132	$	31,933
Net income attributable to non-controlling interests		(728)		(236)		(1,091)		(543)
Net income attributable to common stockholders		$	38,011	$	13,489	$	60,041	$	31,390
Net income (loss)										Net income (loss)	$	22,042	$	(6,932)	$	83,174	$	25,001
Net (income) loss attributable to non-controlling interests										Net (income) loss attributable to non-controlling interests	(370)		105		(1,461)		(438)
Net income (loss) attributable to common stockholders										Net income (loss) attributable to common stockholders	$	21,672	$	(6,827)	$	81,713	$	24,563
Earnings per common share - basic:	Earnings per common share - basic:									Earnings per common share - basic:
Net income attributable to common stockholders		$	0.17	$	0.06	$	0.27	$	0.14
Net income (loss) attributable to common stockholders										Net income (loss) attributable to common stockholders	$	0.10	$	(0.03)	$	0.37	$	0.11
Earnings per common share - diluted:	Earnings per common share - diluted:									Earnings per common share - diluted:
Net income attributable to common stockholders		$	0.17	$	0.06	$	0.27	$	0.14
Net income (loss) attributable to common stockholders										Net income (loss) attributable to common stockholders	$	0.10	$	(0.03)	$	0.37	$	0.11
Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic	Basic	218,822		218,483		218,787		217,588		Basic	218,820		218,549		218,798		217,911
Diluted	Diluted	222,326		222,088		222,297		221,228		Diluted	222,811		218,549		222,470		221,521

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

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Net income $ 38,739 $ 13,725 $ 61,132 $ 31,933
Other comprehensive income (loss)
Change in unrealized gains (losses) on cash flow hedges 1,523 (3,228) 4,315 (25,726)
Total other comprehensive income (loss) 1,523 (3,228) 4,315 (25,726)
Total comprehensive income 40,262 10,497 65,447 6,207
Comprehensive income attributable to non-controlling interests (754) (184) (1,161) (131)
Total comprehensive income attributable to common stockholders $ 39,508 $ 10,313 $ 64,286 $ 6,076


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

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

Other comprehensive income (loss)
Change in unrealized gains (losses) on cash flow hedges	1,435		2,054		5,750		(23,672)
Total other comprehensive income (loss)	1,435		2,054		5,750		(23,672)

Total comprehensive income (loss)	23,477		(4,878)		88,924		1,329
Comprehensive income (loss) attributable to non-controlling interests	(398)		73		(1,559)		(59)
Total comprehensive income (loss) attributable to common stockholders	$	23,079	$	(4,805)	$	87,365	$	1,270

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

Table of Contents

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		Non-controlling Interests		Total Equity			Class A Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Cumulative Dividends in Excess of Earnings		Total Stockholders’ Equity		Non-controlling Interests		Total Equity
		Shares	Amount															Shares	Amount
Balance as of December 31, 2019	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	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	Issuance of common stock, net	1,675	17		50,003		—		—		50,020		—		50,020		Issuance of common stock, net	1,675	17		50,003		—		—		50,020		—		50,020
Share-based award transactions, net	Share-based award transactions, net	236	2		3,201		—		—		3,203		—		3,203		Share-based award transactions, net	236	2		3,201		—		—		3,203		—		3,203
Repurchase and cancellation of common stock	Repurchase and cancellation of common stock	(154)	(2)		(4,622)		—		—		(4,624)		—		(4,624)		Repurchase and cancellation of common stock	(154)	(2)		(4,622)		—		—		(4,624)		—		(4,624)
Redemption of non-controlling interest and other	Redemption of non-controlling interest and other	273	3		6,773		—		—		6,776		(6,776)		0		Redemption of non-controlling interest and other	273	3		6,773		—		—		6,776		(6,776)		—
Dividends declared ($0.315 per common share)	Dividends declared ($0.315 per common share)	—	—		—		—		(68,867)		(68,867)		(1,134)		(70,001)		Dividends declared ($0.315 per common share)	—	—		—		—		(68,867)		(68,867)		(1,134)		(70,001)
Net income	Net income	—	—		—		—		17,901		17,901		307		18,208		Net income	—	—		—		—		17,901		17,901		307		18,208
Other comprehensive loss	Other comprehensive loss	—	—		—		(22,138)		—		(22,138)		(360)		(22,498)		Other comprehensive loss	—	—		—		(22,138)		—		(22,138)		(360)		(22,498)
Balance as of March 31, 2020	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		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	Issuance of OP Units in HTALP	—	—		—		—		—		—		1,378		1,378		Issuance of OP Units in HTALP	—	—		—		—		—		—		1,378		1,378
Share-based award transactions, net	Share-based award transactions, net	(1)	—		2,100		—		—		2,100		—		2,100		Share-based award transactions, net	(1)	—		2,100		—		—		2,100		—		2,100
Repurchase and cancellation of common stock	Repurchase and cancellation of common stock	(7)	—		(174)		—		—		(174)		—		(174)		Repurchase and cancellation of common stock	(7)	—		(174)		—		—		(174)		—		(174)
Redemption of non-controlling interest and other	Redemption of non-controlling interest and other	40	—		1,096		—		—		1,096		(1,096)		0		Redemption of non-controlling interest and other	40	—		1,096		—		—		1,096		(1,096)		—
Dividends declared ($0.315) per common share)	Dividends declared ($0.315) per common share)	—	—		—		—		(68,827)		(68,827)		(1,162)		(69,989)		Dividends declared ($0.315) per common share)	—	—		—		—		(68,827)		(68,827)		(1,162)		(69,989)
Net Income	Net Income	—	—		—		—		13,489		13,489		236		13,725		Net Income	—	—		—		—		13,489		13,489		236		13,725
Other comprehensive loss	Other comprehensive loss	—	—		—		(3,176)		—		(3,176)		(52)		(3,228)		Other comprehensive loss	—	—		—		(3,176)		—		(3,176)		(52)		(3,228)
Balance as of June 30, 2020	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	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																	Share-based award transactions, net	28	1		1,831		—		—		1,832		—		1,832
Repurchase and cancellation of common stock																	Repurchase and cancellation of common stock	(11)	—		(296)		—		—		(296)		—		(296)
Redemption of non-controlling interest and other																	Redemption of non-controlling interest and other	34	—		813		—		—		813		(813)		—
Dividends declared ($0.320) per common share)																	Dividends declared ($0.320) per common share)	—	—		—		—		(69,938)		(69,938)		(1,133)		(71,071)
Net loss																	Net loss	—	—		—		—		(6,827)		(6,827)		(105)		(6,932)
Other comprehensive income																	Other comprehensive income	—	—		—		2,021		—		2,021		33		2,054
Balance as of September 30, 2020																	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

Class A Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Cumulative Dividends in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests Total Equity
Shares Amount
Balance as of December 31, 2020 218,578 $ 2,186 $ 4,916,784 $ (16,979) $ (1,727,752) $ 3,174,239 $ 60,680 $ 3,234,919
Share-based award transactions, net 354 3 3,334 — — 3,337 — 3,337
Repurchase and cancellation of common stock (119) (1) (3,247) — — (3,248) — (3,248)
Redemption of non-controlling interest and other 11 — 255 — — 255 (255) 0
Dividends declared ($0.320) per common share) — — — — (70,023) (70,023) (1,183) (71,206)
Net income — — — — 22,030 22,030 363 22,393
Other comprehensive income — — — 2,748 — 2,748 44 2,792
Balance as of March 31, 2021 218,824 2,188 4,917,126 (14,231) (1,775,745) 3,129,338 59,649 3,188,987
Share-based award transactions, net (6) — 2,065 — — 2,065 — 2,065
Repurchase and cancellation of common stock (5) — (129) — — (129) — (129)
Redemption of non-controlling interest and other 13 — 291 — — 291 (291) 0
Dividends declared ($0.320) per common share) — — — — (70,019) (70,019) (1,278) (71,297)
Net income — — — — 38,011 38,011 728 38,739
Other comprehensive income — — — 1,497 — 1,497 26 1,523
Balance as of June 30, 2021 218,826 $ 2,188 $ 4,919,353 $ (12,734) $ (1,807,753) $ 3,101,054 $ 58,834 $ 3,159,888

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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		Non-controlling Interests		Total Equity
	Shares	Amount
Balance as of December 31, 2020	218,578	$	2,186	$	4,916,784	$	(16,979)	$	(1,727,752)	$	3,174,239	$	60,680	$	3,234,919
Issuance of common stock, net	—	—		—		—		—		—		—		—
Share-based award transactions, net	354	3		3,334		—		—		3,337		—		3,337
Repurchase and cancellation of common stock	(119)	(1)		(3,247)		—		—		(3,248)		—		(3,248)
Redemption of non-controlling interest and other	11	—		255		—		—		255		(255)		—
Dividends declared ($0.320) per common share)	—	—		—		—		(70,023)		(70,023)		(1,183)		(71,206)
Net income	—	—		—		—		22,030		22,030		363		22,393
Other comprehensive income	—	—		—		2,748		—		2,748		44		2,792
Balance as of March 31, 2021	218,824	2,188		4,917,126		(14,231)		(1,775,745)		3,129,338		59,649		3,188,987
Share-based award transactions, net	(6)	—		2,065		—		—		2,065		—		2,065
Repurchase and cancellation of common stock	(5)	—		(129)		—		—		(129)		—		(129)
Redemption of non-controlling interest and other	13	—		291		—		—		291		(291)		—
Dividends declared ($0.320) per common share)	—	—		—		—		(70,019)		(70,019)		(1,278)		(71,297)
Net income	—	—		—		—		38,011		38,011		728		38,739
Other comprehensive income	—	—		—		1,497		—		1,497		26		1,523
Balance as of June 30, 2021	218,826	2,188		4,919,353		(12,734)		(1,807,753)		3,101,054		58,834		3,159,888
Issuance of common stock, net	2,000	20		53,715		—		—		53,735		—		53,735
Issuance of OP Units in HTALP in connection with acquisitions	—	—		—		—		—		—		35,785		35,785
Share-based award transactions, net	—	—		(368)		—		—		(368)		—		(368)
Repurchase and cancellation of common stock	—	—		(12)		—		—		(12)		—		(12)
Redemption of non-controlling interest and other	13	—		313		—		—		313		(313)		—
Dividends declared ($0.325) per common share)	—	—		—		—		(71,633)		(71,633)		(1,535)		(73,168)
Net income	—	—		—		—		21,672		21,672		370		22,042
Other comprehensive income	—	—		—		1,407		—		1,407		28		1,435
Balance as of September 30, 2021	220,839	$	2,208	$	4,973,001	$	(11,327)	$	(1,857,714)	$	3,106,168	$	93,169	$	3,199,337

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

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HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


		Six Months Ended June 30,					Nine Months Ended September 30,
		2021		2020			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	61,132	$	31,933	Net income	$	83,174	$	25,001
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	142,062		144,724		Depreciation and amortization	212,332		211,843
Share-based compensation expense	Share-based compensation expense	5,402		5,303		Share-based compensation expense	5,034		7,135
Income from unconsolidated joint venture	Income from unconsolidated joint venture	(798)		(801)		Income from unconsolidated joint venture	(1,198)		(1,223)
Distributions from unconsolidated joint venture	Distributions from unconsolidated joint venture	1,565		1,670		Distributions from unconsolidated joint venture	2,345		2,455
Impairment	Impairment	16,825		0		Impairment	16,825		—
Gain on sale of real estate, net	Gain on sale of real estate, net	(32,753)		(1,991)		Gain on sale of real estate, net	(32,896)		(1,991)

Loss on extinguishment of debt, net						Loss on extinguishment of debt, net	—		27,726
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Receivables and other assets, net	Receivables and other assets, net	10,540		2,504		Receivables and other assets, net	(3,214)		3,282
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	(8,552)		(6,337)		Accounts payable and accrued liabilities	(8,755)		(11,787)
Security deposits, prepaid rent and other liabilities	Security deposits, prepaid rent and other liabilities	(4,496)		5,178		Security deposits, prepaid rent and other liabilities	(2,029)		7,227
Net cash provided by operating activities	Net cash provided by operating activities	190,927		182,183		Net cash provided by operating activities	271,618		269,668
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Investments in real estate	Investments in real estate	(50,628)		(41,338)		Investments in real estate	(147,303)		(52,553)
Development of real estate	Development of real estate	(33,983)		(30,367)		Development of real estate	(48,482)		(49,479)
Proceeds from the sale of real estate	Proceeds from the sale of real estate	65,349		6,420		Proceeds from the sale of real estate	67,621		6,420
Capital expenditures	Capital expenditures	(53,471)		(43,917)		Capital expenditures	(78,047)		(59,016)
Collection of real estate notes receivable	Collection of real estate notes receivable	15,405		514		Collection of real estate notes receivable	15,405		709
Advances on real estate notes receivable	Advances on real estate notes receivable	(61,020)		(6,000)		Advances on real estate notes receivable	(66,526)		(6,000)
Net cash used in investing activities	Net cash used in investing activities	(118,348)		(114,688)		Net cash used in investing activities	(257,332)		(159,919)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Borrowings on unsecured revolving credit facility	Borrowings on unsecured revolving credit facility	100,000		1,314,000		Borrowings on unsecured revolving credit facility	180,000		1,329,862
Payments on unsecured revolving credit facility	Payments on unsecured revolving credit facility	(55,000)		(1,150,000)		Payments on unsecured revolving credit facility	(130,000)		(1,429,862)

Proceeds from unsecured senior notes						Proceeds from unsecured senior notes	—		793,568
Payments on unsecured senior notes						Payments on unsecured senior notes	—		(300,000)
Payments on secured mortgage loans	Payments on secured mortgage loans	0		(96,206)		Payments on secured mortgage loans	—		(114,060)

Deferred financing costs						Deferred financing costs	—		(6,532)
Debt extinguishment costs						Debt extinguishment costs	—		(25,938)

Proceeds from issuance of common stock	Proceeds from issuance of common stock	0		50,020		Proceeds from issuance of common stock	53,735		50,020
Issuance of OP Units	Issuance of OP Units	0		1,378		Issuance of OP Units	—		1,378
Repurchase and cancellation of common stock	Repurchase and cancellation of common stock	(3,377)		(4,798)		Repurchase and cancellation of common stock	(3,389)		(5,094)
Dividends paid	Dividends paid	(140,022)		(137,050)		Dividends paid	(210,047)		(205,880)
Distributions paid to non-controlling interest of limited partners	Distributions paid to non-controlling interest of limited partners	(2,607)		(2,455)		Distributions paid to non-controlling interest of limited partners	(3,886)		(3,581)
Net cash used in financing activities		(101,006)		(25,111)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(113,587)		83,881
Net change in cash, cash equivalents and restricted cash	Net change in cash, cash equivalents and restricted cash	(28,427)		42,384		Net change in cash, cash equivalents and restricted cash	(99,301)		193,630
Cash, cash equivalents and restricted cash - beginning of period	Cash, cash equivalents and restricted cash - beginning of period	118,765		37,616		Cash, cash equivalents and restricted cash - beginning of period	118,765		37,616
Cash, cash equivalents and restricted cash - end of period	Cash, cash equivalents and restricted cash - end of period	$	90,338	$	80,000	Cash, cash equivalents and restricted cash - end of period	$	19,464	$	231,246

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)


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Real estate investments:	Real estate investments:					Real estate investments:
Land	Land	$	596,084	$	596,269	Land	$	625,092	$	596,269
Building and improvements	Building and improvements	6,542,944		6,507,816		Building and improvements	6,701,356		6,507,816
Lease intangibles	Lease intangibles	617,731		628,621		Lease intangibles	506,010		628,621
Construction in progress	Construction in progress	88,609		80,178		Construction in progress	28,878		80,178
		7,845,368		7,812,884			7,861,336		7,812,884
Accumulated depreciation and amortization	Accumulated depreciation and amortization	(1,806,165)		(1,702,719)		Accumulated depreciation and amortization	(1,747,354)		(1,702,719)
Real estate investments, net	Real estate investments, net	6,039,203		6,110,165		Real estate investments, net	6,113,982		6,110,165

Assets held for sale, net						Assets held for sale, net	27,049		—
Investment in unconsolidated joint venture	Investment in unconsolidated joint venture	63,593		64,360		Investment in unconsolidated joint venture	63,213		64,360
Cash and cash equivalents	Cash and cash equivalents	19,796		115,407		Cash and cash equivalents	12,836		115,407
Restricted cash	Restricted cash	70,542		3,358		Restricted cash	6,628		3,358
Receivables and other assets, net	Receivables and other assets, net	294,550		251,728		Receivables and other assets, net	314,977		251,728
Right-of-use assets - operating leases, net	Right-of-use assets - operating leases, net	228,870		235,223		Right-of-use assets - operating leases, net	227,564		235,223
Other intangibles, net	Other intangibles, net	8,850		10,451		Other intangibles, net	9,382		10,451
Total assets	Total assets	$	6,725,404	$	6,790,692	Total assets	$	6,775,631	$	6,790,692
LIABILITIES AND PARTNERS’ CAPITAL	LIABILITIES AND PARTNERS’ CAPITAL					LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:	Liabilities:					Liabilities:
Debt	Debt	$	3,073,465	$	3,026,999	Debt	$	3,079,190	$	3,026,999
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	172,653		200,358		Accounts payable and accrued liabilities	178,024		200,358

Liabilities of assets held for sale						Liabilities of assets held for sale	263		—
Derivative financial instruments - interest rate swaps	Derivative financial instruments - interest rate swaps	10,755		14,957		Derivative financial instruments - interest rate swaps	9,377		14,957
Security deposits, prepaid rent and other liabilities	Security deposits, prepaid rent and other liabilities	83,474		82,553		Security deposits, prepaid rent and other liabilities	82,852		82,553
Lease liabilities - operating leases	Lease liabilities - operating leases	195,210		198,367		Lease liabilities - operating leases	195,115		198,367
Intangible liabilities, net	Intangible liabilities, net	29,959		32,539		Intangible liabilities, net	31,473		32,539
Total liabilities	Total liabilities	3,565,516		3,555,773		Total liabilities	3,576,294		3,555,773
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0

Partners’ Capital:	Partners’ Capital:					Partners’ Capital:
Limited partners’ capital, 3,495,755 and 3,519,545 OP Units issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		58,564		60,410
General partners’ capital, 218,825,737 and 218,578,012 OP Units issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		3,101,324		3,174,509
Limited partners’ capital, 4,721,627 and 3,519,545 OP Units issued and outstanding as of September 30, 2021 and December 31, 2020, respectively						Limited partners’ capital, 4,721,627 and 3,519,545 OP Units issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	92,899		60,410
General partners’ capital, 220,839,006 and 218,578,012 OP Units issued and outstanding as of September 30, 2021 and December 31, 2020, respectively						General partners’ capital, 220,839,006 and 218,578,012 OP Units issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	3,106,438		3,174,509
Total partners’ capital	Total partners’ capital	3,159,888		3,234,919		Total partners’ capital	3,199,337		3,234,919
Total liabilities and partners’ capital	Total liabilities and partners’ capital	$	6,725,404	$	6,790,692	Total liabilities and partners’ capital	$	6,775,631	$	6,790,692

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

910

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for per unit data)

(Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Revenues:	Revenues:									Revenues:
Rental income	Rental income	$	188,494	$	178,670	$	379,844	$	364,201	Rental income	$	189,832	$	187,258	$	569,676	$	551,459
Interest and other operating income	Interest and other operating income	121		175		264		420		Interest and other operating income	1,430		68		1,694		488
Total revenues	Total revenues	188,615		178,845		380,108		364,621		Total revenues	191,262		187,326		571,370		551,947
Expenses:	Expenses:									Expenses:
Rental	Rental	57,409		56,200		116,988		113,062		Rental	59,568		57,248		176,556		170,310
General and administrative	General and administrative	10,929		10,160		21,489		21,678		General and administrative	10,765		10,670		32,254		32,348
Transaction	Transaction	66		32		162		172		Transaction	137		125		299		297
Depreciation and amortization	Depreciation and amortization	74,977		74,927		151,251		152,592		Depreciation and amortization	76,056		75,892		227,307		228,484
Interest expense	Interest expense	23,133		24,277		46,119		48,149		Interest expense	23,331		23,136		69,450		71,285
Impairment	Impairment	16,825		0		16,825		0		Impairment	—		—		16,825		—
Total expenses	Total expenses	183,339		165,596		352,834		335,653		Total expenses	169,857		167,071		522,691		502,724
Gain on sale of real estate, net	Gain on sale of real estate, net	32,753		0		32,753		1,991		Gain on sale of real estate, net	143		—		32,896		1,991

Loss on extinguishment of debt, net										Loss on extinguishment of debt, net	—		(27,726)		—		(27,726)
Income from unconsolidated joint venture	Income from unconsolidated joint venture	406		379		798		801		Income from unconsolidated joint venture	400		422		1,198		1,223
Other income	Other income	304		97		307		173		Other income	94		117		401		290
Net income		$	38,739	$	13,725	$	61,132	$	31,933
Net income (loss)										Net income (loss)	$	22,042	$	(6,932)	$	83,174	$	25,001
Net income attributable to non-controlling interests	Net income attributable to non-controlling interests	0		0		0		0		Net income attributable to non-controlling interests	—		—		—		—
Net income attributable to common unitholders		$	38,739	$	13,725	$	61,132	$	31,933
Net income (loss) attributable to common unitholders										Net income (loss) attributable to common unitholders	$	22,042	$	(6,932)	$	83,174	$	25,001
Earnings per common OP Unit - basic:	Earnings per common OP Unit - basic:									Earnings per common OP Unit - basic:
Net income attributable to common unitholders		$	0.17	$	0.06	$	0.28	$	0.14
Net income (loss) attributable to common unitholders										Net income (loss) attributable to common unitholders	$	0.10	$	(0.03)	$	0.37	$	0.11
Earnings per common OP Unit - diluted:	Earnings per common OP Unit - diluted:									Earnings per common OP Unit - diluted:
Net income attributable to common unitholders		$	0.17	$	0.06	$	0.28	$	0.14
Net income (loss) attributable to common unitholders										Net income (loss) attributable to common unitholders	$	0.10	$	(0.03)	$	0.37	$	0.11
Weighted average common OP Units outstanding:	Weighted average common OP Units outstanding:									Weighted average common OP Units outstanding:
Basic	Basic	222,326		222,088		222,297		221,228		Basic	222,811		222,101		222,470		221,521
Diluted	Diluted	222,326		222,088		222,297		221,228		Diluted	222,811		222,101		222,470		221,521

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

(In thousands)

(Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020

Net income		$	38,739	$	13,725	$	61,132	$	31,933
Net income (loss)										Net income (loss)	$	22,042	$	(6,932)	$	83,174	$	25,001

Other comprehensive income (loss)	Other comprehensive income (loss)									Other comprehensive income (loss)
Change in unrealized gains (losses) on cash flow hedges	Change in unrealized gains (losses) on cash flow hedges	1,523		(3,228)		4,315		(25,726)		Change in unrealized gains (losses) on cash flow hedges	1,435		2,054		5,750		(23,672)
Total other comprehensive income (loss)	Total other comprehensive income (loss)	1,523		(3,228)		4,315		(25,726)		Total other comprehensive income (loss)	1,435		2,054		5,750		(23,672)

Total comprehensive income		40,262		10,497		65,447		6,207
Total comprehensive income (loss)										Total comprehensive income (loss)	23,477		(4,878)		88,924		1,329
Comprehensive income attributable to non-controlling interests	Comprehensive income attributable to non-controlling interests	0		0		0		0		Comprehensive income attributable to non-controlling interests	—		—		—		—
Total comprehensive income attributable to common unitholders		$	40,262	$	10,497	$	65,447	$	6,207
Total comprehensive income (loss) attributable to common unitholders										Total comprehensive income (loss) attributable to common unitholders	$	23,477	$	(4,878)	$	88,924	$	1,329

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

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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			General Partners’ Capital			Limited Partners’ Capital			Total Partners’ Capital
		Units	Amount		Units	Amount					Units	Amount		Units	Amount
Balance as of December 31, 2019	Balance as of December 31, 2019	216,453	$	3,358,279	3,834	$	72,365	$	3,430,644	Balance as of December 31, 2019	216,453	$	3,358,279	3,834	$	72,365	$	3,430,644
Issuance of general partner OP Units	Issuance of general partner OP Units	1,675	50,020		—	—		50,020		Issuance of general partner OP Units	1,675	50,020		—	—		50,020
Share-based award transactions, net	Share-based award transactions, net	236	3,203		—	—		3,203		Share-based award transactions, net	236	3,203		—	—		3,203
Redemption and cancellation of general partner OP Units	Redemption and cancellation of general partner OP Units	(154)	(4,624)		—	—		(4,624)		Redemption and cancellation of general partner OP Units	(154)	(4,624)		—	—		(4,624)
Redemption of limited partner OP Units and other	Redemption of limited partner OP Units and other	273	6,776		(273)	(6,776)		0		Redemption of limited partner OP Units and other	273	6,776		(273)	(6,776)		—
Distributions declared ($0.315 per common OP Unit)	Distributions declared ($0.315 per common OP Unit)	—	(68,867)		—	(1,134)		(70,001)		Distributions declared ($0.315 per common OP Unit)	—	(68,867)		—	(1,134)		(70,001)
Net income	Net income	—	17,901		—	307		18,208		Net income	—	17,901		—	307		18,208
Other comprehensive loss	Other comprehensive loss	—	(22,138)		—	(360)		(22,498)		Other comprehensive loss	—	(22,138)		—	(360)		(22,498)
Balance as of March 31, 2020	Balance as of March 31, 2020	218,483	3,340,550		3,561	64,402		3,404,952		Balance as of March 31, 2020	218,483	3,340,550		3,561	64,402		3,404,952
Issuance of limited partner OP Units	Issuance of limited partner OP Units				47	1,378		1,378		Issuance of limited partner OP Units				47	1,378		1,378
Share-based award transactions, net	Share-based award transactions, net	(1)	2,100		—	—		2,100		Share-based award transactions, net	(1)	2,100		—	—		2,100
Redemption and cancellation of general partner OP Units	Redemption and cancellation of general partner OP Units	(7)	(174)		—	—		(174)		Redemption and cancellation of general partner OP Units	(7)	(174)		—	—		(174)
Redemption of limited partner OP Units and other	Redemption of limited partner OP Units and other	40	1,096		(40)	(1,096)		0		Redemption of limited partner OP Units and other	40	1,096		(40)	(1,096)		—
Distributions declared ($0.315 per common OP Unit)	Distributions declared ($0.315 per common OP Unit)	—	(68,827)		—	(1,162)		(69,989)		Distributions declared ($0.315 per common OP Unit)	—	(68,827)		—	(1,162)		(69,989)
Net income	Net income	—	13,489		—	236		13,725		Net income	—	13,489		—	236		13,725
Other comprehensive loss	Other comprehensive loss	—	(3,176)		—	(52)		(3,228)		Other comprehensive loss	—	(3,176)		—	(52)		(3,228)
Balance as of June 30, 2020	Balance as of June 30, 2020	218,515	$	3,285,058	3,568	$	63,706	$	3,348,764	Balance as of June 30, 2020	218,515	3,285,058		3,568	63,706		3,348,764
Share-based award transactions, net										Share-based award transactions, net	28	1,832		—	—		1,832
Redemption and cancellation of general partner OP Units										Redemption and cancellation of general partner OP Units	(11)	(296)		—	—		(296)
Redemption of limited partner OP Units and other										Redemption of limited partner OP Units and other	34	813		(34)	(813)		—
Distributions declared ($0.320) per common OP Unit)										Distributions declared ($0.320) per common OP Unit)	—	(69,938)		—	(1,133)		(71,071)
Net loss										Net loss	—	(6,827)		—	(105)		(6,932)
Other comprehensive income										Other comprehensive income	—	2,021		—	33		2,054
Balance as of September 30, 2020										Balance as of September 30, 2020	218,566	$	3,212,663	3,534	$	61,688	$	3,274,351

General Partners’ Capital Limited Partners’ Capital Total Partners’ Capital
Units Amount Units Amount
Balance as of December 31, 2020 218,578 $ 3,174,509 3,520 $ 60,410 $ 3,234,919
Share-based award transactions, net 354 3,337 — — 3,337
Redemption and cancellation of general partner OP Units (119) (3,248) — — (3,248)
Redemption of limited partner OP Units and other 11 255 (11) (255) 0
Distributions declared ($0.320 per common OP Unit) — (70,023) — (1,183) (71,206)
Net income — 22,030 — 363 22,393
Other comprehensive income — 2,748 — 44 2,792
Balance as of March 31, 2021 218,824 3,129,608 3,509 59,379 3,188,987
Share-based award transactions, net (6) 2,065 — — 2,065
Redemption and cancellation of general partner OP Units (5) (129) — — (129)
Redemption of limited partner OP Units and other 13 291 (13) (291) 0
Distributions declared ($0.320 per common OP Unit) — (70,019) — (1,278) (71,297)
Net income — 38,011 — 728 38,739
Other comprehensive income — 1,497 — 26 1,523
Balance as of June 30, 2021 218,826 $ 3,101,324 3,496 $ 58,564 $ 3,159,888

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

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

(In thousands)

(Unaudited)


	General Partners’ Capital			Limited Partners’ Capital			Total Partners’ Capital
	Units	Amount		Units	Amount
Balance as of December 31, 2020	218,578	$	3,174,509	3,520	$	60,410	$	3,234,919

Share-based award transactions, net	354	3,337		—	—		3,337
Redemption and cancellation of general partner OP Units	(119)	(3,248)		—	—		(3,248)
Redemption of limited partner OP Units and other	11	255		(11)	(255)		—
Distributions declared ($0.320 per common OP Unit)	—	(70,023)		—	(1,183)		(71,206)
Net income	—	22,030		—	363		22,393
Other comprehensive income	—	2,748		—	44		2,792
Balance as of March 31, 2021	218,824	3,129,608		3,509	59,379		3,188,987
Share-based award transactions, net	(6)	2,065		—	—		2,065
Redemption and cancellation of general partner OP Units	(5)	(129)		—	—		(129)
Redemption of limited partner OP Units and other	13	291		(13)	(291)		—
Distributions declared ($0.320 per common OP Unit)	—	(70,019)		—	(1,278)		(71,297)
Net income	—	38,011		—	728		38,739
Other comprehensive income	—	1,497		—	26		1,523
Balance as of June 30, 2021	218,826	3,101,324		3,496	58,564		3,159,888
Issuance of general partner units	2,000	53,735		—	—		53,735
Issuance of limited partner OP Units in connection with acquisitions	—	—		1,239	35,785		35,785
Share-based award transactions, net	—	(368)		—	—		(368)
Redemption and cancellation of general partner OP Units	—	(12)		—	—		(12)
Redemption of limited partner OP Units and other	13	313		(13)	(313)		—
Distributions declared ($0.325 per common OP Unit)	—	(71,633)		—	(1,535)		(73,168)
Net income	—	21,672		—	370		22,042
Other comprehensive income	—	1,407		—	28		1,435
Balance as of September 30, 2021	220,839	$	3,106,438	4,722	$	92,899	$	3,199,337

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

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


		Six Months Ended June 30,					Nine Months Ended September 30,
		2021		2020			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	61,132	$	31,933	Net income	$	83,174	$	25,001
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	142,062		144,724		Depreciation and amortization	212,332		211,843
Share-based compensation expense	Share-based compensation expense	5,402		5,303		Share-based compensation expense	5,034		7,135
Income from unconsolidated joint venture	Income from unconsolidated joint venture	(798)		(801)		Income from unconsolidated joint venture	(1,198)		(1,223)
Distributions from unconsolidated joint venture	Distributions from unconsolidated joint venture	1,565		1,670		Distributions from unconsolidated joint venture	2,345		2,455
Impairment	Impairment	16,825		0		Impairment	16,825		—
Gain on sale of real estate, net	Gain on sale of real estate, net	(32,753)		(1,991)		Gain on sale of real estate, net	(32,896)		(1,991)

Loss on extinguishment of debt, net						Loss on extinguishment of debt, net	—		27,726
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Receivables and other assets, net	Receivables and other assets, net	10,540		2,504		Receivables and other assets, net	(3,214)		3,282
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	(8,552)		(6,337)		Accounts payable and accrued liabilities	(8,755)		(11,787)
Security deposits, prepaid rent and other liabilities	Security deposits, prepaid rent and other liabilities	(4,496)		5,178		Security deposits, prepaid rent and other liabilities	(2,029)		7,227
Net cash provided by operating activities	Net cash provided by operating activities	190,927		182,183		Net cash provided by operating activities	271,618		269,668
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Investments in real estate	Investments in real estate	(50,628)		(41,338)		Investments in real estate	(147,303)		(52,553)
Development of real estate	Development of real estate	(33,983)		(30,367)		Development of real estate	(48,482)		(49,479)
Proceeds from the sale of real estate	Proceeds from the sale of real estate	65,349		6,420		Proceeds from the sale of real estate	67,621		6,420
Capital expenditures	Capital expenditures	(53,471)		(43,917)		Capital expenditures	(78,047)		(59,016)
Collection of real estate notes receivable	Collection of real estate notes receivable	15,405		514		Collection of real estate notes receivable	15,405		709
Advances on real estate notes receivable	Advances on real estate notes receivable	(61,020)		(6,000)		Advances on real estate notes receivable	(66,526)		(6,000)
Net cash used in investing activities	Net cash used in investing activities	(118,348)		(114,688)		Net cash used in investing activities	(257,332)		(159,919)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Borrowings on unsecured revolving credit facility	Borrowings on unsecured revolving credit facility	100,000		1,314,000		Borrowings on unsecured revolving credit facility	180,000		1,329,862
Payments on unsecured revolving credit facility	Payments on unsecured revolving credit facility	(55,000)		(1,150,000)		Payments on unsecured revolving credit facility	(130,000)		(1,429,862)

Proceeds from unsecured senior notes						Proceeds from unsecured senior notes	—		793,568
Payments from unsecured senior notes						Payments from unsecured senior notes	—		(300,000)
Payments on secured mortgage loans	Payments on secured mortgage loans	0		(96,206)		Payments on secured mortgage loans	—		(114,060)

Deferred financing costs						Deferred financing costs	—		(6,532)
Debt extinguishment costs						Debt extinguishment costs	—		(25,938)

Proceeds from issuance of general partner units	Proceeds from issuance of general partner units	0		50,020		Proceeds from issuance of general partner units	53,735		50,020
Issuance of OP Units	Issuance of OP Units	0		1,378		Issuance of OP Units	—		1,378
Repurchase and cancellation of general partner units	Repurchase and cancellation of general partner units	(3,377)		(4,798)		Repurchase and cancellation of general partner units	(3,389)		(5,094)
Distributions paid to general partner	Distributions paid to general partner	(140,022)		(137,050)		Distributions paid to general partner	(210,047)		(205,880)
Distributions paid to limited partners and redeemable non-controlling interests	Distributions paid to limited partners and redeemable non-controlling interests	(2,607)		(2,455)		Distributions paid to limited partners and redeemable non-controlling interests	(3,886)		(3,581)
Net cash used in financing activities		(101,006)		(25,111)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(113,587)		83,881
Net change in cash, cash equivalents and restricted cash	Net change in cash, cash equivalents and restricted cash	(28,427)		42,384		Net change in cash, cash equivalents and restricted cash	(99,301)		193,630
Cash, cash equivalents and restricted cash - beginning of period	Cash, cash equivalents and restricted cash - beginning of period	118,765		37,616		Cash, cash equivalents and restricted cash - beginning of period	118,765		37,616
Cash, cash equivalents and restricted cash - end of period	Cash, cash equivalents and restricted cash - end of period	$	90,338	$	80,000	Cash, cash equivalents and restricted cash - end of period	$	19,464	$	231,246

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 32 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.

COVID-19 Pandemic

On March 11, 2020 the novel coronavirus disease (“COVID-19”) was declared a pandemic by the World Health Organization. As the virus continued to spread throughout the United States and other countries across the world, Federal, state and local governments took various actions including the issuance of “stay-at-home” orders, social distancing guidelines and ordering the temporary closure of non-essential businesses to limit the spread of COVID-19. While many businesses have reopened and vaccinations are becoming more widely available to the general population, the economic uncertainty created by the COVID-19 pandemic continue to present risks to the Company and the future results of our operations. ~~Should~~Although we did not experience significant disruptions from the COVID-19 pandemic during the nine months ended September 30, 2021, should current and planned measures, including further development and delivery of vaccines and other measures intended to reduce or eliminate the spread of COVID-19, past and/or proposed economic stimulus, and other laws, acts and orders proposed or enacted by these various governmental agencies ultimately not be successful or limited in their efficacy, our business and the broader real estate industry may experience significant adverse consequences. These consequences include loss of revenues, increased expenses, increased costs of materials, difficulty in maintaining an active workforce, and constraints on our ability to secure capital or financing, among other factors.

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. .

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

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 2020 Annual Report on Form 10-K.

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

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 non-controlling interests on the accompanying condensed consolidated balance sheets and statements of operations, condensed consolidated statements of comprehensive income, and condensed consolidated statements of equity and changes in partners’ capital. Holders of OP Units are considered to be non-controlling interest holders in HTALP and their ownership interests are reflected as equity on the accompanying condensed consolidated balance sheets. Further, a portion of the earnings and losses of HTALP are allocated to non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity. As of ~~June~~September 30, 2021 and December 31, 2020, there were approximately 4.7 million and 3.5 million, respectively, of OP Units issued and outstanding held by non-controlling interest holders.

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

In addition, from time to time, the Company acquires properties using a like-kind exchange structure pursuant to Section 1031 of the Internal Revenue Code (a “1031 exchange”) and, as such, the proceeds from a property or portfolio disposition are in the possession of an Exchange Accommodation Titleholder (“EAT”) until the 1031 exchange is completed. The EAT is classified as a VIE as it is a “thinly capitalized” entity. The Company consolidates the EAT because we are the primary beneficiary as we have the ability to control the activities that most significantly impact the EAT’s economic performance and can close out the 1031 exchange structure at any time. As of ~~June~~September 30, 2021, the Company had 1 such entity where the 1031 exchange had not completed. We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above.

Use of Estimates

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.

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

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. Restricted cash is typically comprised of: (i) reserve accounts for property taxes, insurance, capital and tenant improvements; (ii) collateral accounts for debt and interest rate swaps; (iii) 1031 exchange funds; and (iv) deposits for future investments.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets to the combined amounts shown on the accompanying condensed consolidated statements of cash flows (in thousands):
June 30,
2021 2020
Cash and cash equivalents $ 19,796 $ 75,202
Restricted cash 70,542 4,798
Total cash, cash equivalents and restricted cash $ 90,338 $ 80,000

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


	September 30,
	2021		2020
Cash and cash equivalents	$	12,836	$	227,138
Restricted cash	6,628		4,108
Total cash, cash equivalents and restricted cash	$	19,464	$	231,246

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.

Investments in Real Estate

Depreciation expense of buildings and improvements for the three months ended ~~June~~September 30, 2021 and 2020 was ~~$60.7~~$62.0 million and ~~$58.2~~$59.2 million, respectively. Depreciation expense of buildings and improvements for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 was ~~$121.9~~$183.8 million and ~~$117.1~~$176.4 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 coronavirus (“COVID-19”) pandemic, changes to our leases as a result of COVID-19 have been in two categories. Leases are categorized based upon the impact of the modification on its cash flows. One category is rent deferrals for which the guidance provided by the Lease Modification Q&A issued by the Financial Accounting Standards Board (“FASB”) in April 2020 was utilized, which provided relief from requiring a lease by lease analysis pursuant to Topic 842. These deferrals are generally for up to three months of rent with a payback period from three to twelve months once the deferral period has ended. Deferrals do not have an impact on cash flows over the lease term, rather, payments are made in different periods while the cash flows for the entirety of the lease term are the same. However, we have continued to recognize revenue and straight line revenue for amounts subject to deferral agreements in accordance with Topic 842. In 2020, which is the period that we believe constituted the majority of our COVID-related deferral requests, we approved deferral plans totaling approximately $11.1 million, of which approximately ~~$10.2~~$10.8 million have been repaid through ~~June~~September 30, 2021.

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

The second category is early renewals, where the Company renewed lease arrangements prior to their contractual expirations, providing concessions at the commencement of the lease in exchange for additional term, which additional term averages approximately three years. This category is treated as a modification under Topic 842, with the existing balance of the cumulative difference between rental income and payment amounts (existing straight line rent receivable) being recast over the new term, factoring in any changes attributable to the new lease arrangement and for which we performed a lease by lease analysis. Cash flows are impacted over the long term as customary free rent, at an average of three months in conjunction with these agreements, and is offset by more term and/or increased rental rates. For the ~~six~~nine months ended ~~June~~September 30, 2021, the Company has entered into very few new deferral arrangements or early renewal leases with substantive amounts of free rent or other forms of concessions at the onset of the lease term.

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

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

Real Estate Held for Sale

We consider properties held for sale once management commits to a plan to sell the property and has determined that the sale is probable and expected to occur within one year. Upon classification as held for sale, we record the property at the lower of its carrying amount or fair value, less costs to sell, and cease depreciation and amortization. The fair value is generally based on a discounted cash flow analysis, which involves management's best estimate of market participants' holding periods, market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements. As of ~~June~~September 30, 2021 ~~and~~we classified a single-tenant MOB located in the greater Atlanta, Georgia market as real estate held for sale on the accompanying condensed consolidated balance sheets. As of December 31, 2020, the Company had 0no properties classified as held for sale. The following table represents the major classes of assets and liabilities, and the balance sheet classification as of September 30, 2021 (in thousands):


	September 30, 2021
Land	$	2,401
Buildings and Improvements	27,408
Lease intangibles	4,769
	34,578
Accumulated depreciation and amortization	(8,148)
Real estate assets held for sale, net	26,430
Receivables and other assets, net	619
Assets held for sale, net	$	27,049

Security deposits, prepaid rent & other liabilities	$	1
Intangible liabilities, net	262
Liabilities of assets held for sale	$	263

Real Estate Notes Receivable

Real estate notes receivable consists of mezzanine and other real estate loans, which are generally collateralized by a pledge of the borrower’s ownership interest in the respective real estate owner and/or corporate guarantees. Real estate notes receivable are intended to be held-to-maturity and are recorded at amortized cost, net of unamortized loan origination costs and fees and allowance for credit losses. Pursuant to Topic 326 - Financial Instruments - Credit Losses, we adopted a policy to evaluate current expected credit losses at the inception of loans qualifying for treatment under Topic 326. ~~Given management’s estimated~~We utilize a probability of default ~~at inception, we~~method approach for estimating current expected credit losses and have determined that the current risk of credit loss is remote. Accordingly, we have recorded 0no reserve for credit loss as of ~~June~~September 30, 2021.

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 ~~June~~September 30, 2021 and December 31, 2020, we had a 50% interest in one such investment with a carrying value and maximum exposure to risk of ~~$63.6~~$63.2 million and $64.4 million, respectively, which is recorded in investment in unconsolidated joint venture on the accompanying condensed

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

consolidated balance sheets. We record our share of net income in income from unconsolidated joint venture on the accompanying condensed consolidated statements of operations. For each of the three months ended ~~June~~September 30, 2021 and 2020, we recognized income of $0.4 million. For each of the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, we recognized income of ~~$0.8~~$1.2 million.

Recently Issued or Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

S-X Rule 13-01

In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities. The rule became effective on January 4, 2021, at which time we adopted S-X Rule 13-01. The adoption did not have a material effect on our financial statements and related footnotes.

Recently Issued Accounting Pronouncements

ASU 2021-01, Reference Rate Reform (Topic 848)

In January 2021, the FASB issued ASU 2021-01, which amends the scope of ASU 2020-04. The amendments of ASU 2021-01 clarify that certain optional expedients and exceptions to Topic 848 for contract modification and hedge accounting apply to derivatives that are affected by the discounting transition. For information related to the Company's current cash flow hedges, refer to Note 9 - Derivative Financial Instruments and Hedging Activities. The amendments are elective and effective immediately for contract modifications made through December 31, 2022. The Company is evaluating how the transition away from LIBOR will effect the Company and if the guidance inwith respect to this standard will be adopted, however, if adopted, we do not expect that this ASU will have a material impact on our financial statements.

ASU 2021-05, Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments

In July 2021, the FASB issued ASU 2021-05, which amends the lease classification requirements for lessors when classifying and accounting for a lease with variable lease payments that do not depend on a reference index or a rate. The update provides criteria, that if met, the lease would be classified and accounted for as an operating lease. The update is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. At this time, the Company does not expect that the adoption of this standard will have a material impact on our financial statements.

3. Investments in Real Estate

For the nine months ended September 30, 2021, our investments had an aggregate purchase price of $189.2 million. As part of these investments, we incurred approximately $1.0 million of capitalized costs. As part of 2 of our acquisitions, we issued to the sellers 1.2 million OP Units with a market value at the time of issuance of approximately $35.8 million. The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the nine months ended September 30, 2021 and 2020, respectively (in thousands):


	Nine Months Ended September 30,
	2021		2020
Land	$	35,237	$	2,817
Building and improvements	135,881		45,610
In place leases	15,294		4,651
Below market leases	(3,204)		(762)
Above market leases	1,252		479
ROU assets	(1,372)		(242)
Net real estate assets acquired	183,088		52,553
Other, net	6,153		334
Aggregate purchase price	$	189,241	$	52,887

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

purchase price of these investments were subject to certain post-closing adjustments. Due to the recent timing of the

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

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

condensed consolidated financial statements.

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~~3. Investments in Real Estate~~

For the six months ended June 30, 2021, our investments had an aggregate purchase price of $53.0 million. As part of these investments, we incurred approximately $0.5 million of capitalized costs. The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the six months ended June 30, 2021 and 2020, respectively (in thousands):
Six Months Ended June 30,
2021 2020
Land $ 1,093 $ 2,817
Building and improvements 45,629 35,259
In place leases 5,291 3,621
Below market leases (79) (693)
Above market leases 66 334
ROU assets (1,372) 0
Net real estate assets acquired 50,628 41,338
Other, net 2,397 334
Aggregate purchase price $ 53,025 $ 41,672

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


		Six Months Ended June 30,			Nine Months Ended September 30,
		2021	2020		2021	2020
Acquired intangible assets	Acquired intangible assets	4.2	5.4	Acquired intangible assets	6.2	5.1
Acquired intangible liabilities	Acquired intangible liabilities	5.7	3.6	Acquired intangible liabilities	9.3	3.4

4. Dispositions and Impairment

Dispositions

During the ~~six~~nine months ended ~~June~~September 30, 2021, we ~~sold a 13 property portfolio with locations~~completed the disposition of 14 MOBs located in, one or more of Tennessee, Virginia and ~~Virginia~~Minnesota for a gross sales price of ~~$67.5~~$68.1 million, in addition to the sale of our interest in a land parcel on which the ground lessee exercised its purchase option for a gross sales price of $1.8 million, resulting in a net gain to us of approximately ~~$32.8~~$32.9 million. During the ~~six~~nine months ended ~~June~~September 30, 2020, we sold part of our interest in undeveloped land in Miami, Florida for a gross sales price of $7.6 million, resulting in a net gain to us of approximately $2.0 million.

Subsequent to September 30, 2021, we completed the disposition of 1 MOB located in Ohio for a gross sales price of $20.2 million.

Impairment

During the ~~six~~nine months ended ~~June~~September 30, 2021, we recorded impairment charges of $16.8 million on 2 properties, for which the holding period was revised by the Company to be less than the previously estimated useful ~~life.~~life, one of which was sold as of September 30, 2021. The estimated fair ~~values were~~value as of September 30, 2021 for the remaining MOB was based on athe purchase ~~option and a pending sales agreement, both of which were~~price set forth in an executed ~~subsequent to June 30, 2021.~~purchase option. We recorded 0no impairment charges during the ~~six~~nine months ended ~~June~~September 30, 2020.

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5. Intangible Assets and Liabilities

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


		June 30, 2021			December 31, 2020				September 30, 2021			December 31, 2020
		Balance		Weighted Average Remaining Amortization in Years	Balance		Weighted Average Remaining Amortization in Years		Balance		Weighted Average Remaining Amortization in Years	Balance		Weighted Average Remaining Amortization in Years
Assets:	Assets:							Assets:
In place leases	In place leases	$	477,562	9.6	$	483,779	9.7	In place leases	$	366,987	9.5	$	483,779	9.7
Tenant relationships	Tenant relationships	140,169		10.4	144,842		10.0	Tenant relationships	139,023		10.6	144,842		10.0
Above market leases	Above market leases	37,093		6.4	37,876		5.8	Above market leases	20,027		6.3	37,876		5.8
		654,824			666,497				526,037			666,497
Accumulated amortization	Accumulated amortization	(436,330)			(427,937)			Accumulated amortization	(311,014)			(427,937)
Total	Total	$	218,494	9.6	$	238,560	9.6	Total	$	215,023	9.4	$	238,560	9.6

Liabilities:	Liabilities:							Liabilities:
Below market leases	Below market leases	$	61,951	14.8	$	61,896	14.6	Below market leases	$	64,643	14.5	$	61,896	14.6
Accumulated amortization	Accumulated amortization	(31,992)			(29,357)			Accumulated amortization	(33,170)			(29,357)
Total	Total	$	29,959	14.8	$	32,539	14.6	Total	$	31,473	14.5	$	32,539	14.6

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Amortization recorded against rental income related to above and (below) market leases	Amortization recorded against rental income related to above and (below) market leases	$	(641)	$	(751)	$	(1,233)	$	(2,719)	Amortization recorded against rental income related to above and (below) market leases	$	(694)	$	(712)	$	(1,927)	$	(3,431)
Amortization expense related to in place leases and tenant relationships	Amortization expense related to in place leases and tenant relationships	11,340		13,438		23,227		29,373		Amortization expense related to in place leases and tenant relationships	11,123		13,230		34,350		42,603

6. Receivables and Other Assets

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


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Tenant receivables, net	Tenant receivables, net	$	9,966	$	17,717	Tenant receivables, net	$	7,460	$	17,717
Other receivables, net	Other receivables, net	5,118		6,243		Other receivables, net	6,106		6,243
Deferred financing costs, net	Deferred financing costs, net	1,724		2,586		Deferred financing costs, net	1,293		2,586
Deferred leasing costs, net	Deferred leasing costs, net	42,505		43,234		Deferred leasing costs, net	42,678		43,234
Straight-line rent receivables, net	Straight-line rent receivables, net	134,806		128,070		Straight-line rent receivables, net	138,162		128,070
Prepaid expenses, deposits, equipment and other, net	Prepaid expenses, deposits, equipment and other, net	38,755		46,114		Prepaid expenses, deposits, equipment and other, net	51,240		46,114

Real estate notes receivable, net	Real estate notes receivable, net	46,341		0		Real estate notes receivable, net	53,111		—
Finance ROU asset, net	Finance ROU asset, net	15,335		7,764		Finance ROU asset, net	14,927		7,764

Total	Total	$	294,550	$	251,728	Total	$	314,977	$	251,728

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

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Amortization expense related to deferred leasing costs	Amortization expense related to deferred leasing costs	$	2,204	$	2,113	$	4,427	$	4,009	Amortization expense related to deferred leasing costs	$	2,190	$	2,389	$	6,617	$	6,398
Interest expense related to deferred financing costs	Interest expense related to deferred financing costs	431		431		862		862		Interest expense related to deferred financing costs	431		431		1,293		1,293

7. Leases

For the three months ended ~~June~~September 30, 2021, 1no new ground ~~lease has~~leases have commenced. Based on our analysis, we concluded that its classification was as a finance lease. Additionally, we sold a portfolio of properties resulting in the removal of 8 of our in-place operating ground leases. For more details on the disposition, refer to Note 4 - Dispositions and Impairment.

Lessee - Maturity of Lease Liabilities

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


Year	Year	Operating Leases		Finance Leases		Year	Operating Leases		Finance Leases
2021	2021	$	5,304	$	277	2021	$	2,658	$	138
2022	2022	10,797		558		2022	10,797		558
2023	2023	10,934		563		2023	10,934		563
2024	2024	10,277		568		2024	10,277		568
2025	2025	9,764		573		2025	9,764		573
2026	2026	9,766		584		2026	9,766		583
Thereafter	Thereafter	606,467		35,797		Thereafter	606,467		35,906
Total undiscounted lease payments	Total undiscounted lease payments	$	663,309	$	38,920	Total undiscounted lease payments	$	660,663	$	38,889
Less: Interest	Less: Interest	(468,099)		(23,468)		Less: Interest	(465,548)		(23,434)
Present value of lease liabilities	Present value of lease liabilities	$	195,210	$	15,452	Present value of lease liabilities	$	195,115	$	15,455

Lessor - Lease Revenues and Maturity of Future Minimum Rents

For the three months ended ~~June~~September 30, 2021 and 2020, we recognized ~~$187.4~~$190.6 million and ~~$176.2~~$186.3 million, respectively, of rental and other lease-related income related to our operating leases, of which ~~$42.2~~$43.5 million and ~~$41.8~~$42.7 million, respectively, were variable lease payments. For the ~~six~~nine months ended ~~June~~September 30, 2021, and 2020, we recognized ~~$377.8~~$568.4 million and ~~$360.5~~$546.8 million, respectively, of rental and other lease-related income related to our operating leases, of which ~~$87.3~~$130.8 million and ~~$84.6~~$127.3 million, respectively, were variable lease payments.

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


Year	Year	Amount		Year	Amount
2021	2021	$	275,454	2021	$	140,940
2022	2022	529,289		2022	550,592
2023	2023	475,792		2023	496,597
2024	2024	419,934		2024	439,632
2025	2025	366,142		2025	383,815
2026	2026	317,544		2026	334,464
Thereafter	Thereafter	1,183,342		Thereafter	1,220,794
Total	Total	$	3,567,497	Total	$	3,566,834

2023

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

8. Debt

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


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Unsecured revolving credit facility	Unsecured revolving credit facility	$	45,000	$	0	Unsecured revolving credit facility	$	50,000	$	—
Unsecured term loans	Unsecured term loans	500,000		500,000		Unsecured term loans	500,000		500,000
Unsecured senior notes	Unsecured senior notes	2,550,000		2,550,000		Unsecured senior notes	2,550,000		2,550,000
Fixed rate mortgages	Fixed rate mortgages	0		0		Fixed rate mortgages	—		—
		$	3,095,000	$	3,050,000		$	3,100,000	$	3,050,000
Deferred financing costs, net	Deferred financing costs, net	(17,661)		(19,157)		Deferred financing costs, net	(16,921)		(19,157)
Premium, net	Premium, net	(3,874)		(3,844)		Premium, net	(3,889)		(3,844)
Total	Total	$	3,073,465	$	3,026,999	Total	$	3,079,190	$	3,026,999

Unsecured Credit Agreement

Unsecured Revolving Credit Facility due 2022

Our amended and restated $1.3 billion unsecured credit agreement (the “Unsecured Credit Agreement”) includes an unsecured revolving credit facility of $1.0 billion ~~maturing on June 30, 2022,~~ and an unsecured term loan of $300.0 ~~million maturing on February 1, 2023.~~million. The maximum principal amount of the Unsecured Credit Agreement may be increased by up to $750.0 million, subject to certain conditions, for a total principal amount of $2.05 billion if so increased. The unsecured revolving credit agreement and unsecured term loan had original maturities of June 30, 2022 and February 1, 2023, respectively. Subsequent to September 30, 2021, the Unsecured Credit Agreement was amended and restated in its entirety, by the Third Amended and Restated Revolving Credit and Term Loan Agreement referenced below, extending maturities to October 31, 2025.

Borrowings under the unsecured revolving credit facility accrue interest at a rate equal to adjusted LIBOR, plus a margin ranging from 0.83% to 1.55% per annum based on our credit rating. We also pay a facility fee ranging from 0.13% to 0.30% per annum on the aggregate commitments under the unsecured revolving credit facility. As of ~~June~~September 30, 2021, we had ~~$45.0~~$50.0 million outstanding under this unsecured revolving credit facility at an interest rate of 1.13% per annum. The margin associated with our borrowings was 1.00% per annum and the facility fee was 0.20% per annum.

Unsecured Term Loan due 2023

Under the Unsecured Credit Agreement as noted above, we have a $300.0 million unsecured term loan, guaranteed by ~~HTA, with a maturity date of February 1, 2023.~~HTA. Borrowings under this unsecured term loan accrue interest equal to adjusted LIBOR, plus a margin ranging from 0.90% to 1.75% per annum based on our credit rating. The margin associated with our borrowings as of ~~June~~September 30, 2021 was 1.10% per annum. We have interest rate swaps hedging the floating interest rate, which resulted in a fixed rate of 2.52% per annum, based on our current credit rating. As of ~~June~~September 30, 2021, we had $300.0 million under this unsecured term loan outstanding.

Third Amended and Restated Revolving Credit and Term Loan Agreement

On October 6, 2021, we entered into a third amended and restated revolving credit and term loan agreement (the “Credit Agreement”), which includes an unsecured revolving credit facility in an aggregate maximum principal amount of $1.0 billion (the “Revolver”) and a term loan facility in an aggregate maximum principal amount of $300.0 million (the “Term Loan”). The Credit Agreement amends and restates, in its entirety, the Unsecured Credit Agreement referenced above and extends the maturities of the unsecured revolving credit facility and the unsecured term loan to October 31, 2025. Borrowings under the Revolver will bear interest at a per annum rate equal to LIBOR plus a margin ranging from 0.725% to 1.60% based on our credit rating. We are also required to pay a facility fee on the aggregate commitments under the Revolver at a per annum rate ranging from 0.125% to 0.30% based on our credit rating. Borrowings under the Term Loan will bear interest at a per annum rate equal to LIBOR plus a margin ranging from 0.80% to 1.60% based on our credit rating. Accrued interest under the Credit Agreement is payable quarterly and at maturity. The Credit Agreement also provides for borrowing at a base rate plus a margin ranging from 0.00% to 0.40% with respect to the Revolver and a base rate plus a margin of 0.00% to 0.60% with respect to the Term Loan, each based on our credit rating. The Credit Agreement includes customary LIBOR replacement terms and contains a sustainability-linked feature, which allows for a reduction in pricing upon our realization of certain sustainability ratings. The other terms of the Credit Agreement prior to the amendment thereof remain substantially unchanged.

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$200.0 Million Unsecured Term Loan due 2024

Borrowings under the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from 0.75% to 1.65% per annum based on our credit rating. The margin associated with our borrowings as of ~~June~~September 30, 2021 was 1.00% per annum. We have interest rate swaps hedging the floating index rate, which resulted in a fixed interest rate at 2.32% per annum, based on our current credit rating. As of ~~June~~September 30, 2021, we had $200.0 million under this unsecured term loan outstanding. This loan matures on January 15, 2024.

$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, and bear interest at 3.50% per annum which is payable semi-annually. Additionally, these unsecured senior notes were offered at 103.66% and 99.72%, respectively, of the principal amount thereof, with an effective yield to maturity of 2.89% and 3.53% per annum, respectively. As of ~~June~~September 30, 2021, we had $600.0 million of these unsecured senior notes outstanding that mature on August 1, 2026.

$500.0 Million Unsecured Senior Notes due 2027

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, and bear interest at 3.75% per annum which is payable semi-annually. Additionally, these unsecured senior notes were offered at 99.49% of the principal amount thereof, with an effective yield to maturity of 3.81% per annum. As of ~~June~~September 30, 2021, we had $500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.

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$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, and bear interest at 3.10% per annum which is payable semi-annually. Additionally, these unsecured senior notes were offered at 99.66% of the principal amount thereof, with an effective yield to maturity of 3.14% per annum. As of ~~June~~September 30, 2021, we had $650.0 million of these unsecured senior notes outstanding that mature on February 15, 2030.

$800.0 million Unsecured Senior Notes due 2031

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, and bear interest at 2.00% per annum which is payable semi-annually. Additionally, these unsecured senior notes were offered at 99.20% of the principal amount thereof, with an effective yield to maturity of 2.09% per annum. As of ~~June~~September 30, 2021, we had $800.0 million of these unsecured senior notes outstanding that mature on March 15, 2031.

Future Debt Maturities

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


Year	Year	Amount		Year	Amount
2021	2021	$	0	2021	$	—
2022	2022	45,000		2022	50,000
2023	2023	300,000		2023	300,000
2024	2024	200,000		2024	200,000
2025	2025	0		2025	—
Thereafter	Thereafter	2,550,000		Thereafter	2,550,000
Total	Total	$	3,095,000	Total	$	3,100,000

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

Deferred Financing Costs

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


Year	Year	Amount		Year	Amount
2021	2021	$	1,496	2021	$	831
2022	2022	2,993		2022	2,985
2023	2023	2,497		2023	2,489
2024	2024	2,104		2024	2,096
2025	2025	2,092		2025	2,084
Thereafter	Thereafter	6,479		Thereafter	6,436
Total	Total	$	17,661	Total	$	16,921

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 ~~June~~September 30, 2021, we believe that we were in compliance with all such financial covenants and reporting requirements. In addition, certain of our loan agreements include events of default provisions that we believe are customary for these types of facilities, including restricting us from making dividend distributions to our stockholders in the event we are in default thereunder, except to the extent necessary for us to maintain our REIT status. We have also concluded as of ~~June~~September 30, 2021, that we were not aware of non-compliance with any financial or non-financial covenants in light of the ongoing COVID-19 pandemic.

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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 an 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 $6.6 million will be reclassified from other comprehensive income in the accompanying condensed consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying condensed consolidated statements of operations.

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


Interest Rate Swaps	~~June~~September 30, 2021
Number of instruments	7
Notional amount	$	500,000

The table below presents the fair value of our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated balance sheets as of ~~June~~September 30, 2021 and December 31, 2020, respectively (in thousands):
Asset Derivatives Liability Derivatives
Fair Value at: Fair Value at:
Derivatives Designated as Hedging Instruments: Balance Sheet
Location June 30, 2021 December 31, 2020 Balance Sheet
Location June 30, 2021 December 31, 2020
Interest rate swaps Receivables and other assets $ 0 $ 0 Derivative financial instruments $ 10,755 $ 14,957

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

Asset Derivatives

Liability Derivatives

Fair Value at:

Derivatives Designated as Hedging Instruments:

Balance Sheet
Location

September 30, 2021

December 31, 2020

Balance Sheet
Location

September 30, 2021

December 31, 2020

Interest rate swaps

Receivables and other assets

—

Derivative financial instruments

9,377

14,957

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


			Three Months Ended June 30,				Six Months Ended June 30,						Three Months Ended September 30,				Nine Months Ended September 30,
Effect of Derivative Instruments	Effect of Derivative Instruments	Location in Statement of Operations and Comprehensive Income (Loss)	2021		2020		2021		2020		Effect of Derivative Instruments	Location in Statement of Operations and Comprehensive Income (Loss)	2021		2020		2021		2020
Gain (loss) recognized in OCI	Gain (loss) recognized in OCI	Change in unrealized losses on cash flow hedges	$	(150)	$	(4,300)	$	1,013	$	(26,453)	Gain (loss) recognized in OCI	Change in unrealized losses on cash flow hedges	$	(273)	$	521	$	740	$	(25,932)
Gain (loss) reclassified from accumulated OCI into income	Gain (loss) reclassified from accumulated OCI into income	Interest expense	(1,673)		(1,072)		(3,302)		(727)		Gain (loss) reclassified from accumulated OCI into income	Interest expense	(1,708)		(1,533)		(5,010)		(2,260)

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 ~~June~~September 30, 2021, the fair value of derivatives in a net liability position, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was ~~$11.0~~$9.6 million. As of ~~June~~September 30, 2021, we have not posted any collateral related to these agreements and we were not in breach of any of the provisions of these agreements. If we had breached any of the provisions of these agreements, we could have been required to settle our obligations under these agreements.

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.

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Environmental Matters

We ~~follow the policy of monitoring~~routinely monitor our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our condensed consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability at our properties that we believe would require additional disclosure or the recording of a loss contingency.

Unfunded Loan Commitments

Unfunded loan commitments include amounts undrawn on mezzanine loans. As of ~~June~~September 30, 2021, unfunded loan commitments totaled ~~$20.6~~$15.4 million.

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 thereof determines. Dividend distributions are made such that a holder of 1 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.

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Common Stock Offerings

In March 2021, we entered into equity distribution agreements with various sales agents with respect to our at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $750.0 million, which ~~replaces~~replaced our prior ATM offering program that expired in February 2021. As of ~~June~~September 30, 2021, $750.0 million remained available for issuance by us under our current ATM.

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

Additionally, we have 43 outstanding forward sale arrangements pursuant to forward equity agreements under our prior ATM program, with total anticipated net proceeds of ~~$277.5~~$218.8 million based on an average initial forward price of ~~$29.46,~~$29.49, subject to adjustments as provided in the forward equity agreements. All 43 of the arrangements have been extended and mature on ~~or about~~ December 31, 2021. Refer to Note 13 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreements.

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

Common Stock Dividends

See our accompanying condensed consolidated statements of equity and condensed statements of changes in partners’ capital for the dividends declared during the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020. As of ~~June~~September 30, 2021, declared, but unpaid, dividends totaling ~~$71.3~~$73.3 million were included in accounts payable and accrued liabilities. On ~~August 3,~~November 4, 2021, our Board of Directors announced ~~an increased~~a quarterly cash dividend of $0.325 per share of common stock and per OP Unit to be paid on ~~October~~January 11, ~~2021~~2022 to stockholders and unitholders of record on ~~October~~January 4, ~~2021.~~2022.

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Incentive Plan

On April 29, 2021, our Board of Directors approved and adopted the Amended and Restated 2006 Incentive Plan (the “Plan”), which was approved by our Stockholders on July 7, 2021 at our Annual Meeting of Stockholders. The Plan permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors and authorizes us to grant awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; and other stock-based and cash-based awards. The aggregate number of awards reserved and available for issuance under the Plan is 10,000,000 shares. ~~There~~As of September 30, 2021, there were ~~0 issuances of stock~~9,854,721 awards available for grant under the ~~Plan, as amended, as of June 30, 2021.~~Plan.

Restricted Common Stock

For the three and ~~six~~nine months ended ~~June~~September 30, 2021, we recognized compensation expense of ~~$2.1~~$0.3 million and ~~$5.4~~$5.0 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2020, we recognized compensation expense of ~~$2.1~~$1.8 million and ~~$5.3~~$7.1 million, respectively. Substantially all compensation expense was recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.

As of ~~June~~September 30, 2021, we had ~~$7.9~~$8.3 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of ~~1.9~~1.7 years.

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


		June 30, 2021			June 30, 2020				September 30, 2021			September 30, 2020
		Restricted Common Stock	Weighted Average Grant Date Fair Value		Restricted Common Stock	Weighted Average Grant Date Fair Value			Restricted Common Stock	Weighted Average Grant Date Fair Value		Restricted Common Stock	Weighted Average Grant Date Fair Value
Beginning balance	Beginning balance	436,399	$	28.27	600,987	$	28.04	Beginning balance	436,399	$	28.27	600,987	$	28.04
Granted	Granted	354,288	26.62		244,531	30.20		Granted	499,567	27.63		273,503	29.83
Vested	Vested	(270,099)	27.48		(361,150)	28.89		Vested	(295,494)	27.48		(420,863)	28.95
Forfeited	Forfeited	(6,767)	28.87		(10,197)	28.78		Forfeited	(152,087)	27.31		(11,398)	28.88
Ending balance	Ending balance	513,821	$	27.54	474,171	$	28.49	Ending balance	488,385	$	28.39	442,229	$	28.26

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


		June 30, 2021				December 31, 2020					September 30, 2021				December 31, 2020
		Carrying Amount		Fair Value		Carrying Amount		Fair Value			Carrying Amount		Fair Value		Carrying Amount		Fair Value
Level 2 - Assets:	Level 2 - Assets:									Level 2 - Assets:
Real estate notes receivable, net	Real estate notes receivable, net	$	46,341	$	46,341	$	0	$	0	Real estate notes receivable, net	$	53,111	$	53,083	$	—	$	—
Derivative financial instruments	Derivative financial instruments	0		0		0		0		Derivative financial instruments	—		—		—		—
Level 2 - Liabilities:	Level 2 - Liabilities:									Level 2 - Liabilities:
Derivative financial instruments	Derivative financial instruments	$	10,755	$	10,755	$	14,957	$	14,957	Derivative financial instruments	$	9,377	$	9,377	$	14,957	$	14,957
Debt	Debt	3,073,465		3,227,343		3,026,999		3,258,573		Debt	3,079,190		3,211,226		3,026,999		3,258,573

The carrying amounts of cash and cash equivalents, tenant and other receivables, restricted cash, accounts payable, and accrued liabilities approximate fair value. Fair values for real estate notes receivable are estimated based on rates currently prevailing for similar instruments of similar maturities and are based primarily on Level 2 inputs. Although we have determined that the majority of the inputs used to value our cash flow hedges fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. 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.

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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 category generally includes assets subject to impairment.

The table below presents our assets measured at fair value on a non-recurring basis as of ~~June~~September 30, 2021 and December 31, 2020 (in thousands):
June 30, 2021 December 31, 2020
Fair Value Fair Value
Level 2 - Assets:
MOB (1)
$ 27,318 $ 0


	September 30, 2021		December 31, 2020
	Fair Value		Fair Value
Level 2 - Assets:
MOB (1)	$	26,768	$	—

(1) ~~The hold period was revised by~~During the ~~Company to be less than the previously estimated useful life for 2 MOBs. Consequently, at June~~nine months ended September 30, 2021, ~~MOBs with a carrying amount~~we recognized $16.8 million of ~~$44.1 million were written down to their fair value $27.3 million, resulting in~~ impairment charges to the carrying value of ~~$16.8 million for the six months ended June~~2 MOBs, one of which was sold as of September 30, 2021. The estimated fair ~~values for these MOBs~~value as of ~~June~~September 30, 2021 ~~were~~for the remaining MOB was based on athe purchase price set forth in an executed purchase option, ~~and a pending sales agreement, both of which were executed subsequent to June 30, 2021.~~less estimated closing costs.

13. Per Share Data of HTA

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

Additionally, we have 43 outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of ~~$277.5~~$218.8 million, based on an average initial forward price of ~~$29.46,~~$29.49, subject to adjustments as provided in the forward equity agreements. All 43 of the arrangements have been extended and mature on ~~or about~~ December 31, 2021.

To account for the forward equity agreements, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward equity agreements were not liabilities as they did not embody obligations to repurchase our shares of common stock nor did they embody obligations to issue a variable number of shares for which the monetary value was predominately fixed, varying with something other than the fair value of the shares, or varying inversely in relation to the fair value of our shares. We also evaluated whether the agreements met the derivatives and hedging guidance scope exception to be accounted for as equity instruments and concluded that the agreements can be classified as an equity contract based on the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to our own common stock.

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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 ~~389,000~~96,000 and ~~445,000~~324,000 shares were excluded from the calculation for the three and ~~six~~nine months ended ~~June~~September 30, 2021. For the three and ~~six~~nine months ended ~~June~~September 30, 2020, the impact to our weighted-average shares - diluted was anti-dilutive in nature and, thus, approximately ~~1.4~~1.1 million and ~~0.5~~0.8 million shares, respectively, were excluded from the calculation.

We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method. The resulting classes are our common stock and restricted stock. Our forward equity agreements are not considered a participating security and, therefore, are not included in the computation of earnings per share using the two-class method. For the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three and six months ended June 30, 2021 and 2020, respectively (in thousands, except per share data):
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Numerator:
Net income $ 38,739 $ 13,725 $ 61,132 $ 31,933
Net income attributable to non-controlling interests (728) (236) (1,091) (543)
Net income attributable to common stockholders $ 38,011 $ 13,489 $ 60,041 $ 31,390
Denominator:
Weighted average shares outstanding - basic 218,822 218,483 218,787 217,588
Dilutive shares - OP Units convertible into common stock 3,504 3,605 3,510 3,640
Adjusted weighted average shares outstanding - diluted 222,326 222,088 222,297 221,228
Earnings per common share - basic
Net income attributable to common stockholders $ 0.17 $ 0.06 $ 0.27 $ 0.14
Earnings per common share - diluted
Net income attributable to common stockholders $ 0.17 $ 0.06 $ 0.27 $ 0.14

~~14. Per Unit Data of HTALP~~

Currently, we have 4 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 4 of the arrangements have been extended and mature on or about December 31, 2021. Refer to Note 13 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreements executed in 2019 and March 2020.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Numerator:
Net income (loss)	$	22,042	$	(6,932)	$	83,174	$	25,001
Net loss (income) attributable to non-controlling interests	(370)		105		(1,461)		(438)
Net income (loss) attributable to common stockholders	$	21,672	$	(6,827)	$	81,713	$	24,563
Denominator:
Weighted average shares outstanding - basic	218,820		218,549		218,798		217,911
Dilutive shares - OP Units convertible into common stock	3,991		—		3,672		3,610

Adjusted weighted average shares outstanding - diluted	222,811		218,549		222,470		221,521
Earnings per common share - basic
Net income (loss) attributable to common stockholders	$	0.10	$	(0.03)	$	0.37	$	0.11
Earnings per common share - diluted
Net income (loss) attributable to common stockholders	$	0.10	$	(0.03)	$	0.37	$	0.11

14. Per Unit Data of HTALP

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

Additionally, we have 3 outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $218.8 million, based on an average initial forward price of $29.49, subject to adjustments as provided in the forward equity agreements. All 3 of the arrangements have been extended and mature on December 31, 2021. Refer to Note 13 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreements executed in 2019 and March 2020.

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Numerator:	Numerator:									Numerator:
Net income		$	38,739	$	13,725	$	61,132	$	31,933
Net income (loss)										Net income (loss)	$	22,042	$	(6,932)	$	83,174	$	25,001
Net income attributable to non-controlling interests	Net income attributable to non-controlling interests	0		0		0		0		Net income attributable to non-controlling interests	—		—		—		—
Net income attributable to common unitholders		$	38,739	$	13,725	$	61,132	$	31,933
Net income (loss) attributable to common unitholders										Net income (loss) attributable to common unitholders	$	22,042	$	(6,932)	$	83,174	$	25,001
Denominator:	Denominator:									Denominator:
Weighted average OP Units outstanding - basic	Weighted average OP Units outstanding - basic	222,326		222,088		222,297		221,228		Weighted average OP Units outstanding - basic	222,811		222,101		222,470		221,521
Dilutive units - OP Units convertible into common units	Dilutive units - OP Units convertible into common units	0		0		0		0		Dilutive units - OP Units convertible into common units	—		—		—		—

Adjusted weighted average units outstanding - diluted	Adjusted weighted average units outstanding - diluted	222,326		222,088		222,297		221,228		Adjusted weighted average units outstanding - diluted	222,811		222,101		222,470		221,521
Earnings per common unit - basic:	Earnings per common unit - basic:									Earnings per common unit - basic:
Net income attributable to common unitholders		$	0.17	$	0.06	$	0.28	$	0.14
Net income (loss) attributable to common unitholders										Net income (loss) attributable to common unitholders	$	0.10	$	(0.03)	$	0.37	$	0.11
Earnings per common unit - diluted:	Earnings per common unit - diluted:									Earnings per common unit - diluted:
Net income attributable to common unitholders		$	0.17	$	0.06	$	0.28	$	0.14
Net income (loss) attributable to common unitholders										Net income (loss) attributable to common unitholders	$	0.10	$	(0.03)	$	0.37	$	0.11

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


		Six Months Ended June 30,					Nine Months Ended September 30,
		2021		2020			2021		2020
Supplemental Disclosure of Cash Flow Information:	Supplemental Disclosure of Cash Flow Information:					Supplemental Disclosure of Cash Flow Information:
Interest paid, net of capitalized interest	Interest paid, net of capitalized interest	$	39,827	$	44,230	Interest paid, net of capitalized interest	$	79,119	$	81,889
Cash paid for operating leases	Cash paid for operating leases	7,942		6,340		Cash paid for operating leases	10,968		8,922

Supplemental Disclosure of Noncash Investing and Financing Activities:	Supplemental Disclosure of Noncash Investing and Financing Activities:					Supplemental Disclosure of Noncash Investing and Financing Activities:
Accrued capital expenditures	Accrued capital expenditures	$	13,065	$	8,536	Accrued capital expenditures	$	15,600	$	13,139
Dividend distributions declared, but not paid	Dividend distributions declared, but not paid	71,302		69,956		Dividend distributions declared, but not paid	73,307		71,072

Issuance of OP Units in HTALP in connection with acquisitions						Issuance of OP Units in HTALP in connection with acquisitions	35,785		—
Redemption of non-controlling interest	Redemption of non-controlling interest	546		7,872		Redemption of non-controlling interest	859		8,685

ROU assets obtained in exchange for lease obligations	ROU assets obtained in exchange for lease obligations	7,683		0		ROU assets obtained in exchange for lease obligations	7,353		696

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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 2020 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 2020 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 ~~$7.5~~$7.7 billion primarily in MOBs, development projects, land and other healthcare real estate assets consisting of approximately ~~25.3~~25.8 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 32 states, with no state having more than ~~20%~~21% of our total GLA as of ~~June~~September 30, 2021. We are concentrated in 20 to 25 key markets that are generally experiencing higher economic and demographic trends than other markets that we expect will drive demand for MOBs. As of ~~June~~September 30, 2021, we had approximately 1 million square feet of GLA in ten of our top 20 markets and approximately ~~95%~~94% of our portfolio, based on GLA, is located in the top 75 Metropolitan Statistical Area ("MSAs"), with Dallas, Houston, Boston, ~~Houston,~~ Miami and Indianapolis being our largest markets by annualized base rent.

Company Highlights

Portfolio Operating Performance

•For the three months ended ~~June~~September 30, 2021, our total revenue was ~~$188.6~~$191.3 million, compared to ~~$178.8~~$187.3 million for the three months ended ~~June~~September 30, 2020. For the ~~six~~nine months ended ~~June~~September 30, 2021, our total revenue was ~~$380.1~~$571.4 million, compared to ~~$364.6~~$551.9 million for the ~~six~~nine months ended ~~June~~September 30, 2020.

•For the three months ended ~~June~~September 30, 2021, our net income was ~~$38.7~~$22.0 million, compared to ~~$13.7~~$(6.9) million, for the three months ended ~~June~~September 30, 2020. For the ~~six~~nine months ended ~~June~~September 30, 2021, our net income was ~~$61.1~~$83.2 million, compared to ~~$31.9~~$25.0 million for the ~~six~~nine months ended ~~June~~September 30, 2020.

•For the three months ended ~~June~~September 30, 2021, our net income attributable to common stockholders was ~~$0.17~~$0.10 per diluted share, or ~~$38.0~~$21.7 million, compared to ~~$0.06~~$(0.03) per diluted share, or ~~$13.5~~$(6.8) million, for the three months ended ~~June~~September 30, 2020. For the ~~six~~nine months ended ~~June~~September 30, 2021, our net income attributable to common stockholders was ~~$0.27~~$0.37 per diluted share, or ~~$60.0~~$81.7 million, compared to ~~$0.14~~$0.11 per diluted share, or ~~$31.4~~$24.6 million, for the ~~six~~nine months ended ~~June~~September 30, 2020.

•For the three months ended ~~June~~September 30, 2021, HTA’s FFO, as defined by NAREIT, was ~~$96.8~~$97.3 million, or $0.44 per diluted share, compared to ~~$0.40~~$0.31 per diluted share, or ~~$87.8~~$68.5 million, for the three months ended ~~June~~September 30, 2020. For the ~~six~~nine months ended ~~June~~September 30, 2021, HTA’s FFO was ~~$194.6~~$291.9 million, or ~~$0.88~~$1.31 per diluted share, compared to ~~$0.82~~$1.13 per diluted share, or ~~$180.9~~$249.4 million, for the ~~six~~nine months ended ~~June~~September 30, 2020.

•For the three months ended ~~June~~September 30, 2021, HTALP’s FFO was ~~$97.5~~$97.7 million, or $0.44 per diluted OP Unit, compared to ~~$0.40~~$0.31 per diluted OP Unit, or ~~$88.0~~$68.4 million, for the three months ended ~~June~~September 30, 2020. For the ~~six~~nine months ended ~~June~~September 30, 2021, HTALP’s FFO was ~~$195.7~~$293.4 million, or ~~$0.88~~$1.32 per diluted OP Unit, compared to ~~$0.82~~$1.13 per diluted OP Unit, or ~~$181.4~~$249.8 million, for the ~~six~~nine months ended ~~June~~September 30, 2020.

•For the three months ended ~~June~~September 30, 2021, HTA’s and HTALP’s Normalized FFO was $0.44 per diluted share and OP Unit, or ~~$97.6~~$97.8 million, compared to ~~$0.42~~$0.43 per diluted share and OP Unit, or ~~$93.0~~$96.2 million for the three months ended ~~June~~September 30, 2020. For the ~~six~~nine months ended ~~June~~September 30, 2021, HTA’s and HTALP’s Normalized FFO was ~~$0.88~~$1.32 per diluted share and OP Unit, or ~~$195.9~~$293.7 million, compared to ~~$0.84~~$1.28 per diluted share and OP Unit, or ~~$186.6~~$282.9 million for the ~~six~~nine months ended ~~June~~September 30, 2020.

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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.

~~Table of Contents~~

•For the three months ended ~~June~~September 30, 2021, our ~~NOI~~Net Operating Income (“NOI”) was ~~$131.2~~$131.7 million, compared to ~~$122.6~~$130.1 million for the three months ended ~~June~~September 30, 2020. For the ~~six~~nine months ended ~~June~~September 30, 2021, our NOI was ~~$263.1~~$394.8 million, compared to ~~$251.6~~$381.6 million for the ~~six~~nine months ended ~~June~~September 30, 2020.

•For the three months ended ~~June~~September 30, 2021, our Same-Property Cash NOI increased 2.5%, or $2.8 million, to $115.2 million, compared to $112.3 million for the three months ended September 30, 2020. For the nine months ended September 30, 2021, our Same-Property Cash NOI increased 2.1%, or ~~$2.5~~$6.9 million, to ~~$122.5~~$345.2 million, compared to ~~$120.1~~$338.2 million for the ~~three~~nine months ended ~~June 30, 2020. For the six months ended June 30, 2021, our Same-Property Cash NOI increased 2.0%, or $4.7 million, to $244.4 million, compared to $239.7 million for the six months ended June~~September 30, 2020.

•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

Over the last decade, we have been an active investor in the medical office sector. 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 ~~17.1~~17.4 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 ~~June~~September 30, 2021, approximately ~~95%~~94% 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 ~~June~~September 30, 2021, 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 ~~six~~nine months ended ~~June~~September 30, 2021, we closed on ~~$52.5~~$187.5 million worth of medical office investments totaling approximately ~~157,000~~626,000 square feet of GLA. In addition, we funded ~~$48.5~~$54.0 million of investments in real estate notes receivable.

Internal Growth through Proactive In-House Property Management and Leasing

We believe we have one of the largest full-service operating platforms 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 ~~June~~September 30, 2021, our in-house asset management and leasing platform operated approximately ~~24.5~~24.8 million square feet of GLA, or ~~97%~~96% of our total portfolio.

•As of ~~June~~September 30, 2021, our leased rate (which includes leases which have been executed, but which have not yet commenced) was ~~89.3%~~89.7% by GLA and our occupancy rate was ~~87.9%~~88.0% by GLA.

•We entered into new and renewal leases on approximately ~~0.6~~0.7 million and ~~1.4~~2.0 million square feet of GLA, or approximately 2.6% and ~~5.3%~~7.9% of the GLA of our total portfolio, during the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively.

•During the three and ~~six~~nine months ended ~~June~~September 30, 2021, tenant retention for the Same-Property portfolio was ~~80%~~83% and ~~73%~~76%, respectively. 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 ~~June~~September 30, 2021, we had total leverage, measured by debt less cash and cash equivalents to total capitalization, of ~~33.5%~~31.4%. Total liquidity was approximately ~~$1.3~~$1.2 billion, inclusive of ~~$955.0~~$950.0 million available on our unsecured revolving credit facility, ~~$277.5~~$218.8 million of forward equity agreements, ~~$65.0~~cash and cash equivalents of $12.8 million and $1.7 million of restricted cash for funds held in a 1031 exchange account~~, and cash and cash equivalents of $19.8 million~~ as of ~~June~~September 30, 2021.

~~Table of Contents~~

•As of ~~June~~September 30, 2021, the weighted average remaining term of our debt portfolio was ~~6.6~~6.4 years.

Critical Accounting Policies

The complete list of our critical accounting policies was disclosed in our 2020 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

For detail on 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 novel coronavirus, or COVID-19 pandemic, continues to impact economies and markets worldwide. All our buildings have remained in operation throughout the course of the pandemic. However, we addressed periodic requests from a number of our tenants about their ability to defer payment of a portion of their rents for a limited duration. We evaluated each such request on a case by case basis. In 2020, which is the period that we believe constituted the majority of our COVID-related deferral requests, we approved deferral plans totaling approximately $11.1 million, of which approximately ~~$10.2~~$10.8 million of these deferrals have been repaid through ~~June~~September 30, 2021. There are no ~~substantial~~material outstanding requests for assistance from tenants. Payments of rent deferrals are generally expected to be repaid within the next 3 to 6 months. As of ~~June~~September 30, 2021, 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.

In addition, in 2020 we entered into certain lease modifications in the form of early renewals where we provide concessions in the form of free rent, which averaged three months at the inception of the lease, in exchange for additional term, which, averaged approximately three years. During the ~~six~~nine months ended ~~June~~September 30, 2021, we have not entered into any material deferral arrangements or early renewal leases with substantive amounts of free rent or other forms of concession at the onset of the applicable lease as a result of COVID-19. Although we did not experience significant disruptions from the COVID-19 pandemic during the ~~six~~nine months ended ~~June~~September 30, 2021, should current and planned measures, including further development and delivery of vaccines and other measures intended to reduce or eliminate the spread of COVID-19, past and/or proposed economic stimulus, and other laws, acts and orders proposed or enacted by federal, state and local agencies or foreign governments, ultimately not be successful or limited in their efficacy, our business and the broader real estate industry may experience significant adverse consequences. These consequences include loss of revenues, increased expenses, increased costs of materials, difficulty in maintaining an active workforce, and constraints on our ability to secure capital or financing, among other factors.

Other than the above, we are not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally and the risk factors previously discussed in Part I, Item 1A - Risk Factors, in our 2020 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 ~~six~~nine months ended ~~June~~September 30, 2021, we had investments with an aggregate gross purchase price of ~~$53.0~~$189.2 million. During the ~~six~~nine months ended ~~June~~September 30, 2020, we had investments with an aggregate gross purchase price of ~~$41.7~~$52.9 million. Subsequent to 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 ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020

As of ~~June~~September 30, 2021 and 2020, we owned and operated approximately ~~25.3~~25.8 million and ~~24.9~~25.1 million square feet of GLA, respectively, with a leased rate of ~~89.3%~~89.7% and ~~90.4%~~90.1%, respectively (including leases which have been executed, but which have not yet commenced), and an occupancy rate of ~~87.9%~~88.0% and ~~89.7%~~89.5%, respectively. All explanations are applicable to both HTA and HTALP unless otherwise noted.

Comparison of the three months ended ~~June~~September 30, 2021 and 2020, respectively, is set forth below (in thousands):
Three Months Ended June 30,
2021 2020 Change % Change
Revenues:
Rental income $ 188,494 $ 178,670 $ 9,824 5.5 %
Interest and other operating income 121 175 (54) (30.9)
Total revenues 188,615 178,845 9,770 5.5
Expenses:
Rental 57,409 56,200 1,209 2.2
General and administrative 10,929 10,160 769 7.6
Transaction 66 32 34 106.3
Depreciation and amortization 74,977 74,927 50 0.1
Interest expense 23,133 24,277 (1,144) (4.7)
Impairment 16,825 — 16,825 NM
Total expenses 183,339 165,596 17,743 10.7
Gain on sale of real estate, net 32,753 — 32,753 NM
Income from unconsolidated joint venture 406 379 27 7.1
Other income 304 97 207 NM
Net income $ 38,739 $ 13,725 $ 25,014 NM
NOI $ 131,206 $ 122,645 $ 8,561 7.0 %
Same-Property Cash NOI $ 122,529 $ 120,065 $ 2,464 2.1 %


	Three Months Ended September 30,
	2021		2020		Change		% Change
Revenues:
Rental income	$	189,832	$	187,258	$	2,574	1.4	%
Interest and other operating income	1,430		68		1,362		NM
Total revenues	191,262		187,326		3,936		2.1
Expenses:
Rental	59,568		57,248		2,320		4.1
General and administrative	10,765		10,670		95		0.9
Transaction	137		125		12		9.6
Depreciation and amortization	76,056		75,892		164		0.2
Interest expense	23,331		23,136		195		0.8

Total expenses	169,857		167,071		2,786		1.7
Gain on sale of real estate, net	143		—		143		NM
Loss on extinguishment of debt, net	—		(27,726)		27,726		100.0
Income from unconsolidated joint venture	400		422		(22)		(5.2)
Other income	94		117		(23)		(19.7)
Net income (loss)	$	22,042	$	(6,932)	$	28,974	NM

NOI	$	131,694	$	130,078	$	1,616	1.2	%
Same-Property Cash NOI	$	115,158	$	112,316	$	2,842	2.5	%

Comparison of the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively, is set forth below (in thousands):


		Six Months Ended June 30,									Nine Months Ended September 30,
		2021		2020		Change		% Change			2021		2020		Change		% Change
Revenues:	Revenues:									Revenues:
Rental income	Rental income	$	379,844	$	364,201	$	15,643	4.3	%	Rental income	$	569,676	$	551,459	$	18,217	3.3	%
Interest and other operating income	Interest and other operating income	264		420		(156)		(37.1)		Interest and other operating income	1,694		488		1,206		NM
Total revenues	Total revenues	380,108		364,621		15,487		4.2		Total revenues	571,370		551,947		19,423		3.5
Expenses:	Expenses:									Expenses:
Rental	Rental	116,988		113,062		3,926		3.5		Rental	176,556		170,310		6,246		3.7
General and administrative	General and administrative	21,489		21,678		(189)		(0.9)		General and administrative	32,254		32,348		(94)		(0.3)
Transaction	Transaction	162		172		(10)		(5.8)		Transaction	299		297		2		0.7
Depreciation and amortization	Depreciation and amortization	151,251		152,592		(1,341)		(0.9)		Depreciation and amortization	227,307		228,484		(1,177)		(0.5)
Interest expense	Interest expense	46,119		48,149		(2,030)		(4.2)		Interest expense	69,450		71,285		(1,835)		(2.6)
Impairment	Impairment	16,825		—		16,825		NM		Impairment	16,825		—		16,825		NM
Total expenses	Total expenses	352,834		335,653		17,181		5.1		Total expenses	522,691		502,724		19,967		4.0
Gain on sale of real estate, net	Gain on sale of real estate, net	32,753		1,991		30,762		NM		Gain on sale of real estate, net	32,896		1,991		30,905		NM

Loss on extinguishment of debt, net										Loss on extinguishment of debt, net	—		(27,726)		27,726		NM
Income from unconsolidated joint venture	Income from unconsolidated joint venture	798		801		(3)		(0.4)		Income from unconsolidated joint venture	1,198		1,223		(25)		(2.0)
Other income	Other income	307		173		134		77.5		Other income	401		290		111		38.3
Net income	Net income	$	61,132	$	31,933	$	29,199	91.4	%	Net income	$	83,174	$	25,001	$	58,173	NM

NOI	NOI	$	263,120	$	251,559	$	11,561	4.6	%	NOI	$	394,814	$	381,637	$	13,177	3.5	%
Same-Property Cash NOI	Same-Property Cash NOI	$	244,394	$	239,685	$	4,709	2.0	%	Same-Property Cash NOI	$	345,158	$	338,209	$	6,949	2.1	%

*NM- not meaningful.

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Rental Income

For the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively, rental income was comprised of the following (in thousands):


		Three Months Ended June 30,									Three Months Ended September 30,
		2021		2020		Change		% Change			2021		2020		Change		% Change
Contractual rental income	Contractual rental income	$	179,781	$	168,627	$	11,154	6.6	%	Contractual rental income	$	181,275	$	176,708	$	4,567	2.6	%
Straight-line rent and amortization of above and (below) market leases	Straight-line rent and amortization of above and (below) market leases	5,127		6,019		(892)		(14.8)		Straight-line rent and amortization of above and (below) market leases	4,545		7,298		(2,753)		(37.7)
Other rental revenue	Other rental revenue	3,586		4,024		(438)		(10.9)		Other rental revenue	4,012		3,252		760		23.4
Total rental income	Total rental income	$	188,494	$	178,670	$	9,824	5.5	%	Total rental income	$	189,832	$	187,258	$	2,574	1.4	%


		Six Months Ended June 30,									Nine Months Ended September 30,
		2021		2020		Change		% Change			2021		2020		Change		% Change
Contractual rental income	Contractual rental income	$	362,293	$	344,467	$	17,826	5.2	%	Contractual rental income	$	543,568	$	521,175	$	22,393	4.3	%
Straight-line rent and amortization of above and (below) market leases	Straight-line rent and amortization of above and (below) market leases	10,374		12,112		(1,738)		(14.3)		Straight-line rent and amortization of above and (below) market leases	14,919		19,410		(4,491)		(23.1)
Other rental revenue	Other rental revenue	7,177		7,622		(445)		(5.8)		Other rental revenue	11,189		10,874		315		2.9
Total rental income	Total rental income	$	379,844	$	364,201	$	15,643	4.3	%	Total rental income	$	569,676	$	551,459	$	18,217	3.3	%

Contractual rental income, which includes expense reimbursements, increased ~~$11.2~~$4.6 million and ~~$17.8~~$22.4 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the three and ~~six~~nine months ended ~~June~~September 30, 2020. The increases were primarily due to additional contractual rental income of ~~$4.8~~$6.5 million and ~~$9.0~~$15.6 million from our 2020 and 2021 acquisitions, and contractual rent increases for the three and ~~six~~nine months ended ~~June~~September 30, 2021, partially offset by ~~$1.3~~$2.8 million and ~~$1.7~~$4.8 million of reduced ~~NOI~~contractual rental income as a result of the buildings we sold during 2020 and 2021 for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively. In addition, during the ~~three and six~~nine months ended ~~June~~September 30, 2020, we recorded a non-recurring charge of $4.7 million of bad debt as a reduction in revenue.

Average starting and expiring base rents for new and renewal leases consisted of the following for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively (in thousands, except in average base rents per square foot of GLA):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
New and renewal leases:	New and renewal leases:									New and renewal leases:
Average starting base rents	Average starting base rents	$	24.86	$	28.54	$	24.80	$	27.36	Average starting base rents	$	23.89	$	26.45	$	24.50	$	27.04
Average expiring base rents	Average expiring base rents	21.86		27.30		22.45		26.44		Average expiring base rents	20.35		24.70		21.74		25.84

Square feet of GLA	Square feet of GLA	647		1,301		1,352		2,186		Square feet of GLA	670		1,101		2,022		3,287

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 2021 had rents that we believed were at market rates. In general, leasing concessions vary depending on lease type, term, geography, and supply/demand dynamics.

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Tenant improvements, leasing commissions and tenant concessions for new and renewal leases consisted of the following for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively (in per square foot of GLA):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
New leases:	New leases:									New leases:
Tenant improvements	Tenant improvements	$	36.63	$	60.95	$	28.40	$	45.64	Tenant improvements	$	43.87	$	21.02	$	34.35	$	38.16
Leasing commissions	Leasing commissions	4.31		4.33		3.91		3.21		Leasing commissions	6.47		2.05		4.90		2.86
Tenant concessions	Tenant concessions	7.00		2.71		6.85		4.20		Tenant concessions	6.61		2.59		6.67		3.70
Renewal leases:	Renewal leases:									Renewal leases:
Tenant improvements	Tenant improvements	$	5.26	$	6.19	$	5.15	$	6.21	Tenant improvements	$	11.04	$	4.43	$	6.99	$	5.58
Leasing commissions	Leasing commissions	2.06		3.10		2.13		3.31		Leasing commissions	2.27		2.07		2.17		2.87
Tenant concessions	Tenant concessions	0.16		3.64		0.16		1.74		Tenant concessions	0.14		0.94		0.15		1.99

The average term for new and renewal leases executed consisted of the following for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively (in years):


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended September 30,		Nine Months Ended September 30,
		2021	2020	2021	2020		2021	2020	2021	2020
New leases	New leases	7.3	8.8	5.6	9.5	New leases	7.1	4.4	6.2	7.9
Renewal leases	Renewal leases	3.6	3.9	3.9	4.1	Renewal leases	4.5	7.7	4.1	5.4

Rental Expenses

For the three months ended ~~June~~September 30, 2021 and 2020, rental expenses attributable to our properties were ~~$57.4~~$59.6 million and ~~$56.2~~$57.2 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, rental expenses attributable to our properties were ~~$117.0~~$176.6 million and ~~$113.1~~$170.3 million, respectively. These increases in rental expenses were primarily due to ~~$1.3~~$2.4 million and ~~$2.7~~$5.1 million of additional rental expenses associated with our 2020 and 2021 acquisitions for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively.

General and Administrative Expenses

For the three months ended ~~June~~September 30, 2021 and 2020, general and administrative expenses were ~~$10.9~~$10.8 million and ~~$10.2~~$10.7 million, respectively. For each of the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, general and administrative expenses were ~~$21.5 million and $21.7 million, respectively. The increase in general and administrative expenses for~~$32.3 million. For the three months ended ~~June 30, 2021 was primarily a result of increased costs for general corporate matters. For the six months ended June~~September 30, 2021, general and administrative expenses ~~were relatively consistent.~~included a reduction of approximately $(2.1) million in stock compensation expense principally related to the resignation of our former CEO net of new award activity with the appointments of our interim CEO and new board chairman, offset by approximately $0.5 million of incremental legal costs related to the whistleblower investigation, and increased costs related to our leasing efforts, travel-related expenses, professional services and other administrative costs.

Depreciation and Amortization Expense

For the three months ended ~~June~~September 30, 2021 and 2020, depreciation and amortization expense was ~~$75.0~~$76.1 million and ~~$74.9~~$75.9 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, depreciation and amortization expense was ~~$151.3~~$227.3 million and ~~$152.6~~$228.5 million, respectively. ~~These increases~~The slight variances were associated with our 2020 and 2021 acquisitions, ~~partially~~ offset by buildings we disposed of during 2020 and 2021.

Interest Expense

For the three months ended ~~June~~September 30, 2021 and 2020, interest expense was ~~$23.1~~$23.3 million and ~~$24.3~~$23.1 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, interest expense was ~~$46.1~~$69.5 million and ~~$48.1~~$71.3 million, respectively. The decreases in year-to-date interest expense is primarily due to lower average interest rates as compared to the same period in 2020.

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.

Impairment

For the ~~six~~nine months ended ~~June~~September 30, 2021, we recorded impairment charges of $16.8 million on two properties related to: (i) a purchase option included in a lease agreement that was exercised ~~subsequent to June 30, 2021~~ for a contractual sale price less than its carrying value; and (ii) ~~a pending~~an executed sales agreement ~~executed subsequent to June 30, 2021~~ for a sale price less than its carrying value. We recorded no impairment charges during the ~~six~~nine months ended ~~June~~September 30, 2020.

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Gain on Sale of Real Estate, net

For the ~~six~~nine months ended ~~June~~September 30, 2021, we realized a net gain of approximately ~~$32.8~~$32.9 million, onprimarily as a result of the sale of a 13 property portfolio ~~with locations~~located in one or more of Tennessee and Virginia. For the ~~six~~nine months ended ~~June~~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.

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Net Income

For the three months ended ~~June~~September 30, 2021 and 2020, net income was ~~$38.7~~$22.0 million and ~~$13.7~~$(6.9) million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, net income was ~~$61.1~~$83.2 million and ~~$31.9~~$25.0 million, respectively. The increases are primarily the result of gains associated with disposition of assets in non-key markets, as well as continued growth in our operations due to accretive acquisitions and improved operating efficiencies. Additionally, during the three and nine months ended September 30, 2020, we recorded a net loss on extinguishment of debt of approximately $27.7 million.

NOI and Same-Property Cash NOI

For the three months ended ~~June~~September 30, 2021 and 2020, NOI was ~~$131.2~~$131.7 million and ~~$122.6~~$130.1 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, NOI was ~~$263.1~~$394.8 million and ~~$251.6~~$381.6 million, respectively. The increases in NOI was primarily due to additional NOI from our 2020 and 2021 acquisitions of ~~$4.1~~$5.0 million and ~~$7.4~~$12.4 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, partially offset by ~~$0.7~~$1.5 million and ~~$1.1~~$2.7 million of reduced NOI as a result of the buildings we sold during 2020 and 2021 for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, and a reduction in straight-line rent from properties we owned for more than a year.

Same-Property Cash NOI increased ~~2.1%~~2.5% to ~~$122.5~~$115.2 million for the three months ended ~~June~~September 30, 2021 compared to the three months ended ~~June~~September 30, 2020. Same-Property Cash NOI increased ~~2.0%~~2.1% to ~~$244.4~~$345.2 million for the ~~six~~nine months ended ~~June~~September 30, 2021 compared to ~~six~~nine months ended ~~June~~September 30, 2020. The increases were primarily the result of rent escalations and improved operating efficiencies, offset by a slight decrease in average occupancy.

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) non-controlling 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, non-controlling 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 ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively (in thousands, except per share data):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Net income attributable to common stockholders		$	38,011	$	13,489	$	60,041	$	31,390
Net income (loss) attributable to common stockholders										Net income (loss) attributable to common stockholders	$	21,672	$	(6,827)	$	81,713	$	24,563
Depreciation and amortization expense related to investments in real estate	Depreciation and amortization expense related to investments in real estate	74,219		73,769		149,550		150,506		Depreciation and amortization expense related to investments in real estate	75,264		74,848		224,814		225,354
Gain on sale of real estate, net	Gain on sale of real estate, net	(32,753)		—		(32,753)		(1,991)		Gain on sale of real estate, net	(143)		—		(32,896)		(1,991)
Impairment	Impairment	16,825		—		16,825		—		Impairment	—		—		16,825		—
Proportionate share of joint venture depreciation and amortization	Proportionate share of joint venture depreciation and amortization	487		508		975		975		Proportionate share of joint venture depreciation and amortization	487		468		1,462		1,443
FFO attributable to common stockholders	FFO attributable to common stockholders	$	96,789	$	87,766	$	194,638	$	180,880	FFO attributable to common stockholders	$	97,280	$	68,489	$	291,918	$	249,369
Transaction expenses	Transaction expenses	66		32		162		172		Transaction expenses	137		125		299		297

Loss on extinguishment of debt, net										Loss on extinguishment of debt, net	—		27,726		—		27,726
Non-controlling income from OP Units included in diluted shares	Non-controlling income from OP Units included in diluted shares	728		236		1,091		543		Non-controlling income from OP Units included in diluted shares	370		(105)		1,461		438
Other normalizing adjustments (1)	Other normalizing adjustments (1)	—		4,959		—		5,031		Other normalizing adjustments (1)	—		—		—		5,031
Normalized FFO attributable to common stockholders	Normalized FFO attributable to common stockholders	$	97,583	$	92,993	$	195,891	$	186,626	Normalized FFO attributable to common stockholders	$	97,787	$	96,235	$	293,678	$	282,861

Net income attributable to common stockholders per diluted share		$	0.17	$	0.06	$	0.27	$	0.14
Net income (loss) attributable to common stockholders per diluted share										Net income (loss) attributable to common stockholders per diluted share	$	0.10	$	(0.03)	$	0.37	$	0.11
FFO adjustments per diluted share, net	FFO adjustments per diluted share, net	0.27		0.34		0.61		0.68		FFO adjustments per diluted share, net	0.34		0.34		0.94		1.02
FFO attributable to common stockholders per diluted share	FFO attributable to common stockholders per diluted share	$	0.44	$	0.40	$	0.88	$	0.82	FFO attributable to common stockholders per diluted share	$	0.44	$	0.31	$	1.31	$	1.13
Normalized FFO adjustments per diluted share, net	Normalized FFO adjustments per diluted share, net	0.00		0.02		0.00		0.02		Normalized FFO adjustments per diluted share, net	0.00		0.12		0.01		0.15
Normalized FFO attributable to common stockholders per diluted share	Normalized FFO attributable to common stockholders per diluted share	$	0.44	$	0.42	$	0.88	$	0.84	Normalized FFO attributable to common stockholders per diluted share	$	0.44	$	0.43	$	1.32	$	1.28

Weighted average diluted common shares outstanding	Weighted average diluted common shares outstanding	222,326		222,088		222,297		221,228		Weighted average diluted common shares outstanding	222,811		222,101		222,470		221,521

(1) For the ~~three~~nine months ended June 30, 2020, other normalizing adjustments includes the following: non-recurring bad debt of $4,672 thousand; incremental hazard pay to facilities employees of $242 thousand; and incremental personal protective equipment of $45 thousand. For the six months ended JuneSeptember 30, 2020, 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.

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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 ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively (in thousands, except per unit data):
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Net income attributable to common unitholders $ 38,739 $ 13,725 $ 61,132 $ 31,933
Depreciation and amortization expense related to investments in real estate 74,219 73,769 149,550 150,506
Gain on sale of real estate, net (32,753) — (32,753) (1,991)
Impairment 16,825 — 16,825 —
Proportionate share of joint venture depreciation and amortization 487 508 975 975
FFO attributable to common unitholders $ 97,517 $ 88,002 $ 195,729 $ 181,423
Transaction expenses 66 32 162 172
Other normalizing adjustments (1)
— 4,959 — 5,031
Normalized FFO attributable to common unitholders $ 97,583 $ 92,993 $ 195,891 $ 186,626
Net income attributable to common unitholders per diluted share $ 0.17 $ 0.06 $ 0.28 $ 0.14
FFO adjustments per diluted OP Unit, net 0.27 0.34 0.60 0.68
FFO attributable to common unitholders per diluted OP Unit $ 0.44 $ 0.40 $ 0.88 $ 0.82
Normalized FFO adjustments per diluted OP Unit, net 0.00 0.02 0.00 0.02
Normalized FFO attributable to common unitholders per diluted OP Unit $ 0.44 $ 0.42 $ 0.88 $ 0.84
Weighted average diluted common OP Units outstanding 222,326 222,088 222,297 221,228

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income (loss) attributable to common unitholders	$	22,042	$	(6,932)	$	83,174	$	25,001
Depreciation and amortization expense related to investments in real estate	75,264		74,848		224,814		225,354
Gain on sale of real estate, net	(143)		—		(32,896)		(1,991)
Impairment	—		—		16,825		—
Proportionate share of joint venture depreciation and amortization	487		468		1,462		1,443
FFO attributable to common unitholders	$	97,650	$	68,384	$	293,379	$	249,807
Transaction expenses	137		125		299		297
Loss on extinguishment of debt, net	—		27,726		—		27,726
Other normalizing adjustments (1)	—		—		—		5,031
Normalized FFO attributable to common unitholders	$	97,787	$	96,235	$	293,678	$	282,861

Net income (loss) attributable to common unitholders per diluted share	$	0.10	$	(0.03)	$	0.37	$	0.11
FFO adjustments per diluted OP Unit, net	0.34		0.34		0.95		1.02
FFO attributable to common unitholders per diluted OP Unit	$	0.44	$	0.31	$	1.32	$	1.13
Normalized FFO adjustments per diluted OP Unit, net	0.00		0.12		0.00		0.15
Normalized FFO attributable to common unitholders per diluted OP Unit	$	0.44	$	0.43	$	1.32	$	1.28

Weighted average diluted common OP Units outstanding	222,811		222,101		222,470		221,521

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

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Net income		$	38,739	$	13,725	$	61,132	$	31,933
Net income (loss)										Net income (loss)	$	22,042	$	(6,932)	$	83,174	$	25,001
General and administrative expenses	General and administrative expenses	10,929		10,160		21,489		21,678		General and administrative expenses	10,765		10,670		32,254		32,348
Transaction expenses	Transaction expenses	66		32		162		172		Transaction expenses	137		125		299		297
Depreciation and amortization expense	Depreciation and amortization expense	74,977		74,927		151,251		152,592		Depreciation and amortization expense	76,056		75,892		227,307		228,484
Impairment	Impairment	16,825		—		16,825		—		Impairment	—		—		16,825		—
Interest expense	Interest expense	23,133		24,277		46,119		48,149		Interest expense	23,331		23,136		69,450		71,285
Gain on sale of real estate, net	Gain on sale of real estate, net	(32,753)		—		(32,753)		(1,991)		Gain on sale of real estate, net	(143)		—		(32,896)		(1,991)

Loss on extinguishment of debt, net										Loss on extinguishment of debt, net	—		27,726		—		27,726
Income from unconsolidated joint venture	Income from unconsolidated joint venture	(406)		(379)		(798)		(801)		Income from unconsolidated joint venture	(400)		(422)		(1,198)		(1,223)
Other income	Other income	(304)		(97)		(307)		(173)		Other income	(94)		(117)		(401)		(290)
NOI	NOI	$	131,206	$	122,645	$	263,120	$	251,559	NOI	$	131,694	$	130,078	$	394,814	$	381,637
Straight-line rent adjustments, net	Straight-line rent adjustments, net	(3,622)		(3,717)		(7,396)		(6,962)		Straight-line rent adjustments, net	(3,012)		(5,711)		(10,408)		(12,673)
Amortization of (below) and above market leases/leasehold interests, net and other GAAP adjustments	Amortization of (below) and above market leases/leasehold interests, net and other GAAP adjustments	(400)		(344)		(875)		(2,043)		Amortization of (below) and above market leases/leasehold interests, net and other GAAP adjustments	(538)		(113)		(1,413)		(2,203)
Notes receivable interest income	Notes receivable interest income	(3)		(3)		(9)		(141)		Notes receivable interest income	(1,264)		(11)		(1,273)		(152)
Other normalizing adjustments (1)	Other normalizing adjustments (1)	—		4,959		—		5,031		Other normalizing adjustments (1)	—		—		—		5,031
Cash NOI	Cash NOI	$	127,181	$	123,540	$	254,840	$	247,444	Cash NOI	$	126,880	$	124,243	$	381,720	$	371,640
Acquisitions not owned/operated for all periods presented and disposed properties Cash NOI	Acquisitions not owned/operated for all periods presented and disposed properties Cash NOI	(4,477)		(2,176)		(9,652)		(4,906)		Acquisitions not owned/operated for all periods presented and disposed properties Cash NOI	(5,245)		(2,245)		(15,775)		(8,158)
Redevelopment Cash NOI	Redevelopment Cash NOI	(282)		(1,334)		(1,066)		(2,936)		Redevelopment Cash NOI	(116)		(1,043)		(803)		(3,612)
Intended for sale Cash NOI	Intended for sale Cash NOI	107		35		272		83		Intended for sale Cash NOI	(6,361)		(8,639)		(19,984)		(21,661)
Same-Property Cash NOI (2)	Same-Property Cash NOI (2)	$	122,529	$	120,065	$	244,394	$	239,685	Same-Property Cash NOI (2)	$	115,158	$	112,316	$	345,158	$	338,209

(1) For the ~~three~~nine months ended June 30, 2020, other normalizing adjustments includes the following: non-recurring bad debt of $4,672 thousand, incremental hazard pay to facilities employees of $242 thousand, and incremental personal protective equipment of $45 thousand. For the six months ended JuneSeptember 30, 2020, 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.

(2) Same-Property includes ~~432~~421 and ~~425~~414 buildings for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, 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.

As of ~~June~~September 30, 2021, we had total liquidity of ~~$1.3~~$1.2 billion, inclusive of ~~$955.0~~$950.0 million available on our unsecured revolving credit facility, ~~$277.5~~$218.8 million of unsettled forward equity agreements, ~~$65.0~~cash and cash equivalents of $12.8 million and $1.7 million of restricted cash for funds held in a 1031 exchange ~~account, and cash and cash equivalents of $19.8 million.~~account. We believe that we have sufficient liquidity and opportunities to obtain additional liquidity at our disposal to sustain operations for the foreseeable future.

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As of ~~June~~September 30, 2021, we had unencumbered assets with a gross book value of $8.0 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.

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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 $20 million to $25 million per quarter. Although we cannot provide assurance that we will not exceed these estimated expenditure levels, we believe our liquidity of ~~$1.3~~$1.2 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 ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively (in thousands):


		Six Months Ended June 30,							Nine Months Ended September 30,
		2021		2020		Change			2021		2020		Change
Cash, cash equivalents and restricted cash - beginning of period	Cash, cash equivalents and restricted cash - beginning of period	$	118,765	$	37,616	$	81,149	Cash, cash equivalents and restricted cash - beginning of period	$	118,765	$	37,616	$	81,149
Net cash provided by operating activities	Net cash provided by operating activities	190,927		182,183		8,744		Net cash provided by operating activities	271,618		269,668		1,950
Net cash used in investing activities	Net cash used in investing activities	(118,348)		(114,688)		(3,660)		Net cash used in investing activities	(257,332)		(159,919)		(97,413)
Net cash used in financing activities	Net cash used in financing activities	(101,006)		(25,111)		(75,895)		Net cash used in financing activities	(113,587)		83,881		(197,468)
Cash, cash equivalents and restricted cash - end of period	Cash, cash equivalents and restricted cash - end of period	$	90,338	$	80,000	$	10,338	Cash, cash equivalents and restricted cash - end of period	$	19,464	$	231,246	$	(211,782)

Net cash provided by operating activities increased in 2021 primarily due to the impact of our 2020 and 2021 acquisitions and contractual rent increases, partially offset by our 2020 and 2021 dispositions. 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 ~~six~~nine months ended ~~June~~September 30, 2021, net cash used in investing activities primarily related to investments in real estate of $147.3 million, capital expenditures of $78.0 million, advances on real estate notes receivable of ~~$61.0 million, capital expenditures of $53.5 million, investments in real estate of $50.6~~$66.5 million, and development of real estate of ~~$34.0~~$48.5 million, partially offset by proceeds from the sale of real estate of ~~$65.3~~$67.6 million and collection of real estate notes receivable of $15.4 million. For the ~~six~~nine months ended ~~June~~September 30, 2020, net cash used in investing activities primarily related to capital expenditures of ~~$43.9~~$59.0 million, investments in real estate of ~~$41.3~~$52.6 million, development of real estate of ~~$30.4~~$49.5 million, and 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 ~~six~~nine months ended ~~June~~September 30, 2021, net cash used in financing activities primarily related to dividends paid to holders of our common stock of ~~$140.0~~$210.0 million, distributions paid to non-controlling interest of limited partners of $3.9 million, and the repurchase and cancellation of common stock of $3.4 million, partially offset by proceeds from issuance of common stock of $53.7 million, and by net borrowings under our revolving credit facility of ~~$45.0~~$50.0 million. For the ~~six~~nine months ended ~~June~~September 30, 2020, net cash ~~used in~~provided by financing activities primarily related to ~~dividends paid to holders~~proceeds from unsecured senior notes of ~~our common stock of $137.1 million, and payments on our secured mortgage loans of $96.2 million, partially offset by net borrowings on our unsecured credit facility of $164.0~~$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.

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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 ~~six~~nine months ended ~~June~~September 30, 2021, we paid cash dividends of ~~$140.0~~$210.0 million on our common stock. In ~~July~~October 2021 for the quarter ended ~~June~~September 30, 2021, we paid cash dividends on our common stock of ~~$70.0~~$71.8 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 ~~June~~September 30, 2021, our leverage ratio, measured by debt less cash and cash equivalents to total capitalization, was ~~33.5%~~31.4%.

As of ~~June~~September 30, 2021, we had debt outstanding of $3.1 billion and the weighted average interest rate therein was 2.86% 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 ~~June~~September 30, 2021, ~~$955.0~~$950.0 million was available on our $1.0 billion unsecured revolving credit ~~facility. Our~~facility originally maturing in June 2022. Subsequent to September 30, 2021, the unsecured revolving credit facility ~~matures in June 2022.~~was amended and restated, extending maturity to October 2025.

Unsecured Term Loans

As of ~~June~~September 30, 2021, we had $500.0 million of unsecured term loans outstanding, comprised of $300.0 million under our Unsecured Credit Agreement originally maturing in 2023 and extended to 2025 subsequent to September 30, 2021, and $200.0 million under our unsecured term loan maturing in 2024.

Unsecured Senior Notes

As of ~~June~~September 30, 2021, 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.

Commitments and Contingencies

As of ~~June~~September 30, 2021, we had unfunded loan commitments totaling ~~$20.6~~$15.4 million. See Note 10 - Commitments and Contingencies in the accompanying condensed consolidated financial statements for a further discussion of our commitments and contingencies.

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 ~~June~~September 30, 2021, 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 ~~six~~nine months ended ~~June~~September 30, 2021, 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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~~Subsequent Events~~

The Board of Directors of the Company named Peter N. Foss as Interim President and Chief Executive Officer of the Company, effective as of August 2, 2021. Scott D. Peters resigned on July 29, 2021, effective August 2, 2021, as a director and Chairman of the Board, President and Chief Executive Officer of the Company. Effective August 2, 2021, the Lead Independent Director of the Board, W. Bradley Blair, II, was elected to be Chairman of the Board.

The Company, with the assistance of outside legal counsel, and the Audit Committee, with the assistance of independent legal counsel, recently began an internal investigation into circumstances relating to reports pursuant to the Company’s whistleblower policy. The investigation is in its early stages, no conclusions have been reached, and the Company cannot predict its duration or outcome. At this time, the Company does not believe that the matters that are the subject of the ongoing investigation will have a material adverse impact on the Company’s financial condition or results of operations.

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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 2020 Annual Report on Form 10-K. On March 5, 2021, the United Kingdom Financial Conduct Authority (“FCA”), a regulator of financial services firms and financial markets in the United Kingdom, formally announced the cessation of LIBOR as of June 30, 2023. The Alternative Reference Rates Committee, a group of private-market participant convened by the U.S. Federal Reserve Board and the New York Federal Reserve, has recommended Secured Overnight Financing Rate (“SOFR”) as a more robust reference rate alternative to U.S. dollar LIBOR. Concurrent with the FCA’s announcement, the International Swaps and Derivatives Association (“ISDA”) determined that the announcement constituted an index cessation event and consequently the fallback spread adjustments were fixed and published, with the spread adjustment between U.S. dollar 1-Month LIBOR and SOFR at 0.11%. Borrowings under our Unsecured Credit Agreement and our $200 million unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin, as specified in Note 8 - Debt. ~~The unsecured~~On October 6, 2021, we entered into a third amended and restated revolving credit ~~facility~~ and ~~the corresponding $300 million unsecured~~ term loan agreement, extending the maturities under the existing Unsecured Credit Agreement ~~mature on June 30, 2022 and February 1, 2023, respectively, and, thus, we do not believe~~to October 31, 2025. However, the ~~cessation of~~credit agreement, as amended, includes customary LIBOR ~~will have an impact to these instruments.~~replacement terms. The $200 million unsecured term loan matures on January 15, 2024, however, the loan agreement includes provisions for an alternative rate of interest in the event LIBOR is no longer a widely recognized benchmark rate. As of ~~June~~September 30, 2021, the fallback rate under SOFR was 0.16%. Comparatively, the U.S. dollar 1-Month LIBOR rate as of ~~June~~September 30, 2021 was ~~0.10%~~0.08%. Consequently, we do not anticipate the transition from LIBOR will have a material impact on our financial statements or results of operations.

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 ~~June~~September 30, 2021, 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 ~~June~~September 30, 2021.

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~June~~September 30, 2021 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.

~~August~~November 5, 2021

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 ~~June~~September 30, 2021, 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 ~~June~~September 30, 2021.

There were no changes in HTALP’s internal control over financial reporting that occurred during the quarter ended ~~June~~September 30, 2021 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.

~~August~~November 5, 2021

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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

~~There have been no material changes from~~The following supplements the risk factors ~~previously~~ disclosed in ~~the Company's 2020~~Part I, Item 1A - Risk Factors of our Annual Report on Form 10-K ~~filed~~for the year ended December 31, 2020 (our “2020 Form 10-K”). The following risk factor disclosure should be read in conjunction with the ~~SEC~~risk factors described in our 2020 Form 10-K. The discussion of risk factors, as so supplemented, sets forth the material risk factors that could materially affect our business, financial condition or future results. The risks described in our 2020 Form 10-K and this Quarterly Report on ~~February 24,~~Form 10-Q are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely impact our business, financial condition, results of operations and cash flows.

Our success depends to a significant degree upon the continued contributions of our Board members, our interim Chief Executive Officer and other key personnel, each of whom would be difficult to replace. If we are unable to employ a satisfactory successor to our interim Chief Executive Officer or if we were to lose the benefit of the experience, efforts and abilities of one or more of these individuals, our operating results could suffer.

Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance of our Board of Directors, our executive officers and our other employees. A special committee of our Board is currently engaged in a search process to identify and employ a successor to our interim Chief Executive Officer who was appointed following the resignation of our former Chairman and Chief Executive Officer effective August 2, 2021. If we are unable to employ a satisfactory replacement Chief Executive Officer or are unable to do so on a timely basis, our operating results could suffer. Our Board of Directors establishes important policies, governance objectives and strategic goals, and our management team serves a critical role in the identification and acquisition of investments, the determination and finalization of our financing arrangements, the asset management of our investments, and the operation of our day-to-day activities. Our stockholders will have no opportunity to evaluate the terms of transactions or other economic or financial data concerning our investments that are not described in our 2020 From 10-K or other filings with the Securities and Exchange Commission. We rely primarily on the management ability of our executive officers and the governance by the members of our Board of Directors, each of whom would be difficult to replace. We do not have any key-person life insurance on our executive officers. Although we have entered into employment agreements with each of our executive officers, these employment agreements contain various termination and resignation rights. If we were to lose the benefit of the experience, efforts and abilities of these executives, without satisfactory replacements, our operating results could suffer. In addition, if any member of our Board of Directors were to resign, we would lose the benefit of such director’s governance expertise and experience, and familiarity with us and the sector within which we operate. As a result of the foregoing, we may be unable to achieve our investment objectives or to pay distributions to our stockholders.

Our recently substantially completed internal investigation into circumstances relating to reports pursuant to our whistleblower policy could result in adverse consequences that would adversely affect our financial condition or results of operations.

We, with the assistance of outside legal counsel, and our board’s audit committee, with the assistance of independent legal counsel, recently substantially completed an internal investigation into circumstances relating to reports pursuant to our whistleblower policy. On November 4, 2021, we filed a Current Report on Form 8-K in which we reported on the results of the internal investigation. Although we concluded that the matters that were the subject of the ongoing investigation have not had a material adverse impact on the Company’s financial condition or results of operations, we cannot exclude the possibility of unanticipated adverse consequences of the internal investigation, including, but not limited to, the possibility that the Securities and Exchange Commission or other governmental authorities or regulators may commence investigations into the facts underlying our internal investigation; the consequences of any such government investigations, including the imposition of civil or criminal penalties; the risk that we may become subject to shareholder lawsuits, the defense of which may be costly; potential reputational harm resulting from the facts underlying the internal investigation; the possibility that executives or other employees may resign or be terminated; the impact of the investigation on historical financial statements; the effect of the internal investigation on our conclusions regarding the effectiveness of our internal control over financial reporting and our disclosure controls and procedures and on our ability to timely file the reports we are required to file with the Securities and Exchange Commission.

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Significant stockholders may attempt to effect changes at our company or acquire control over our company, which could impact the pursuit of business strategies and adversely affect our results of operations and financial condition.

We recently received communications from an investor regarding our governance and strategic direction. Other investors could take steps to involve themselves in our governance and strategic direction. Activist investors may attempt to effect changes in our strategic direction and how we are governed, or to acquire control over the company. Some investors seek to increase short-term stockholder value by advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases, or even sales of assets or the entire company. While we welcome varying opinions from all shareholders, activist campaigns that contest or conflict with our strategic direction could have an adverse effect on our results of operations and financial condition as responding to proxy contests and other actions by activist shareholders can disrupt our operations, be costly and time-consuming, and divert the attention of our board and senior management from the pursuit of business strategies. In addition, perceived uncertainties as to our future direction as a result of changes to the composition of our board may lead to the perception of a change in the direction of the business, instability or lack of continuity which may be exploited by our competitors, may cause concern to our current or potential customers, may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners. These types of actions could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

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 ~~June~~September 30, 2021, we repurchased shares of our common stock as follows:


Period	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	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
April 1, 2021 to April 30, 2021		3,969	$	28.12	—	—
May 1, 2021 to May 31, 2021		465	27.41		—	—
June 1, 2021 to June 30, 2021		148	27.78		—	—
July 1, 2021 to July 31, 2021							July 1, 2021 to July 31, 2021	426	$	27.25	—	—
August 1, 2021 to August 31, 2021							August 1, 2021 to August 31, 2021	—	—		—	—
September 1, 2021 to September 30, 2021							September 1, 2021 to September 30, 2021	—	—		—	—

(1) Purchases represent shares of common stock withheld by us to satisfy withholding obligations on the vesting of restricted shares. The price paid per share was the then closing price of our common stock on the NYSE.	(1) Purchases represent shares of common stock withheld by us to satisfy withholding obligations on the vesting of restricted shares. The price paid per share was the then closing price of our common stock on the NYSE.						(1) Purchases represent shares of common stock withheld by us to satisfy withholding obligations on the vesting of restricted shares. 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 ~~June~~September 30, 2021 (and are numbered in accordance with Item 601 of Regulation S-K).


1.1			Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.2			Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BMO Capital Markets Corp. and Bank of Montreal, on the other hand (included as Exhibit 1.2 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.3			Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and MUFG Securities Americas Inc. and MUFG Securities EMEA plc, on the other hand (included as Exhibit 1.3 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.4			Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, on the other hand (included as Exhibit 1.4 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.5			Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BofA Securities, Inc. and Bank of America, N.A., on the other hand (included as Exhibit 1.5 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.6			Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Jefferies LLC, on the other hand (included as Exhibit 1.6 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.7			Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Morgan Stanley & Co. LLC, on the other hand (included as Exhibit 1.7 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.8			Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Capital One Securities, Inc., on the other hand (included as Exhibit 1.8 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.9			Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BTIG, LLC, on the other hand (included as Exhibit 1.9 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.10			Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Scotia Capital (USA) Inc. and the Bank of Nova Scotia, on the other hand (included as Exhibit 1.10 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.11			Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and JPMorgan Chase Bank, National Association (included as Exhibit 1.11 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.12			Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Bank of Montreal (included as Exhibit 1.12 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.13			Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and MUFG Securities EMEA plc. (included as Exhibit 1.13 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.14			Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Wells Fargo Bank, National Association (included as Exhibit 1.14 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.15			Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Bank of America, N.A. (included as Exhibit 1.15 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.16			Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Jefferies LLC (included as Exhibit 1.16 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

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1.17			Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Morgan Stanley & Co. LLC (included as Exhibit 1.17 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.18			Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and The Bank of Nova Scotia (included as Exhibit 1.18 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
5.1			Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
10.1†			H ~~ealthcare~~Healthcare Trust of America, Inc. Amended and Restated 2006 Incentive Plan, dated April 2 9 ,29, 2021 (included as Exhibit 99.1 to our C ~~urrent Report~~Current Report on Form 8-K filed on July 8, 2021 and incorporated herein by reference).
10.2			Employment Agreement between Healthcare Trust of America, Inc. and Peter N. Foss dated September 16, 2021 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on September 17, 2021 and incorporated herein by reference).
10.3			Credit Agreement by and among Healthcare Trust of America, LP, Healthcare Trust of America, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, U.S. Bank National Association, Capital One, National Association, PNC Bank, National Association and Bank of America, N.A., as syndication agents, Bank of Montreal, The Bank of Nova Scotia, Fifth Third Bank, National Association, Mizuho Bank, LTD., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD. and Regions Bank, as documentation agents, and the lenders named therein, dated October 6, 2021 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on October 7, 2021 and incorporated herein by reference).
23.1			Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
31.1*			Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
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.
†			Compensatory plan or arrangement.

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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/ Peter N. Foss	Interim President and Chief Executive Officer
	Peter N. Foss	(Principal Executive Officer)
Date:	~~August~~November 5, 2021

By:	/s/ Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer)
Date:	~~August~~November 5, 2021


	Healthcare Trust of America Holdings, LP

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

By:	/s/ Peter N. Foss	Interim President and Chief Executive Officer
	Peter N. Foss	(Principal Executive Officer)
Date:	~~August~~November 5, 2021

By:	/s/ Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer)
Date:	~~August~~November 5, 2021

4751


	June 30,
	2021		2020
Cash and cash equivalents	$	19,796	$	75,202
Restricted cash	70,542		4,798
Total cash, cash equivalents and restricted cash	$	90,338	$	80,000