UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-Q
(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
or
For the quarterly period ended:September 30, 2022
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to

For the transition period from            to            
Commission File Number: 001-35568 (Healthcare Realty Trust of America, Inc.)Incorporated)
Commission File Number: 333-190916 (Healthcare Trust of America Holdings, LP)
_________________________ 
HEALTHCARE REALTY TRUST OF AMERICA, INC.INCORPORATED
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
(Exact name of registrantRegistrant 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 incorporationIncorporation or organization)(I.R.S. Employer Identification No.)
16435 N. Scottsdale Road, Suite 320,Scottsdale,Arizona85254(480)998-3478
(Address of Principal Executive Office and Zip Code)(Registrant’s telephone number, including area code)
3310 West End Avenue, Suite 700
Nashville, Tennessee 37203
(Address of principal executive offices)
(615) 269-8175
(Registrant's telephone number, including area code)
www.htareit.comwww.healthcarerealty.com
(Internet address)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuantRegistered Pursuant to Section 12(b) of the Act:
Title of each classEach ClassTrading symbol(s)SymbolName of each exchangeEach Exchange on which registeredWhich Registered
Class A Common stock,Stock, $0.01 par value per shareHTAHRNew York Stock Exchange

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

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

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

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

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

Healthcare Trust of America, Inc.
☒
Large accelerated filer☐Accelerated filer☐Non-accelerated filer
Healthcare Trust of America Holdings, LP☐Large accelerated filer☐Accelerated filer
☒
Non-accelerated filer
Healthcare Trust of America, Inc.☐Smaller reporting company☐Emerging growth company
Healthcare Trust of America Holdings, LP☐Smaller reporting company☐Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Healthcare Trust of America, Inc.☐Yes
x No
Healthcare Trust of America Holdings, LP☐Yes
x No
As of October 28, 2021, there were 220,838,102 shares of Class A common stock of Healthcare Trust of America, Inc. outstanding.
☐Yes☒No






As of November 4, 2022, the Registrant had 380,572,290 shares of Common Stock outstanding.


Explanatory Note
This quarterly report combines the Quarterly Reports on Form 10-Q
On July 20, 2022, pursuant to that certain Agreement and Plan of Merger dated as of February 28, 2022 (the “Merger Agreement”), by and among Healthcare Realty Trust Incorporated, a Maryland corporation (now known as HRTI, LLC, a Maryland limited liability company) (“Quarterly Report”Legacy HR”) for the quarter ended September 30, 2021, of, Healthcare Trust of America, Inc. (“HTA”), a Maryland corporation and(now known as Healthcare Realty Trust Incorporated) (“Legacy HTA”), Healthcare Trust of America Holdings, LP, (“HTALP”), a Delaware limited partnership. Unless otherwise indicated or unlesspartnership (now known as Healthcare Realty Holdings, L.P.) (the “OP”), and HR Acquisition 2, LLC, a Maryland limited liability company (“Merger Sub”), Merger Sub merged with and into Legacy HR, with Legacy HR continuing as the context requires otherwise, all references in this Quarterly Reportsurviving entity and a wholly-owned subsidiary of Legacy HTA (the “Merger”). Immediately following the Merger, Legacy HR converted to “we,” “us,” “our,” “the Company” or “our Company” refera Maryland limited liability company and changed its name to “HRTI, LLC” and Legacy HTA changed its name to “Healthcare Realty Trust Incorporated”. In addition, the equity interests of Legacy HR were contributed by means of a contribution and HTALP, collectively, and all references to “common stock” shall referassignment agreement to the Class A common stockOP such that Legacy HR became a wholly-owned subsidiary of HTA.
HTA operates asthe OP. As a real estate investment trust (“REIT”) and is the general partnerresult, Legacy HR became a part of HTALP. As of September 30, 2021, HTA owned a 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 (“UPREIT”) structure, which is intended to align the corporate structure of the combined company after giving effect to the Merger and the UPREIT reorganization and to provide a platform for the combined company to more efficiently acquire properties in a tax-deferred manner. The combined company operates under the name “Healthcare Realty Trust Incorporated” and its shares of class A common stock, $0.01 par value per share, trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “HR”.
For accounting purposes, the Merger was treated as a “reverse acquisition” in which HTALP and its subsidiaries hold substantially all ofLegacy HR was considered the assets. HTA’s only material asset is its ownership of partnership units of HTALP.accounting acquirer. 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 operationshistorical financial statements of the businessaccounting acquirer, Legacy HR, became the historical financial statements of the Company, as defined below. Future periodic reports for periods ending following the Merger will reflect financial and issues publicly-traded debt, butother information of the Company. The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”), which requires, among other things, the assets acquired and the liabilities assumed to be recognized at their acquisition date fair value.
For purposes of this Quarterly Report on Form 10-Q, references to the “Company” are to Legacy HR for periods prior to the closing of the Merger and thereafter to Legacy HR and Legacy HTA after giving effect to the Merger.
In addition, the OP has no publicly-traded equity. Except for net proceeds from public equity issuancesissued unsecured notes described in Note 6 to our Condensed Consolidated Financial Statements included in this report. All unsecured notes are fully and unconditionally guaranteed by HTA,the Company, and the OP is 98.9% owned by the Company. Effective January 4, 2021, the SEC adopted amendments to the financial disclosure requirements which are generally contributedpermit subsidiary issuers of obligations guaranteed by the parent to HTALP in exchange for partnership units of HTALP, HTALP generatesomit separate financial statements if 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 HTAthe parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and HTALP. Limited partnership units in HTALP are accounted for as partners’ capital in HTALP’s condensed consolidated balance sheetsthe security is guaranteed fully 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 tounconditionally by 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 condensedparent. Accordingly, separate 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.OP have not been presented.
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HEALTHCARE REALTY TRUST OF AMERICA, INC. ANDINCORPORATED
HEALTHCARE TRUST OF AMERICA HOLDINGS, LPFORM 10-Q
TABLE OF CONTENTSSeptember 30, 2022


    Table of Contents
Page
PART I - FINANCIAL INFORMATION
41
Healthcare Trust of America, Inc.
1
2
3
4
5
6
7
9
Healthcare Trust of America Holdings, LP
10
11
12
13
15
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
168
3329
41
42
PART II - OTHER INFORMATION
42
42
46
46
PART II - OTHER INFORMATIONSIGNATURE
Legal Proceedings
47
47
48
48
5149


Table of Contents

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Healthcare Realty Trust Incorporated
Condensed Consolidated Balance Sheets
Amounts in thousands, except per share data
ASSETS
Unaudited
SEPTEMBER 30, 2022
DECEMBER 31, 2021
Real estate properties
Land$1,449,550 $387,918 
Buildings and improvements11,439,797 4,337,641 
Lease intangibles968,914 120,478 
Personal property11,680 11,761 
Investment in financing receivable, net118,919 186,745 
Financing lease right-of-use assets79,950 31,576 
Construction in progress43,148 3,974 
Land held for development73,321 24,849 
Total real estate properties14,185,279 5,104,942 
Less accumulated depreciation and amortization(1,468,736)(1,338,743)
Total real estate properties, net12,716,543 3,766,199 
Cash and cash equivalents57,583 13,175 
Assets held for sale, net185,074 57 
Operating lease right-of-use assets321,365 128,386 
Investments in unconsolidated joint ventures327,752 161,942 
Goodwill148,891 3,487 
Other assets, net438,235 185,673 
Total assets$14,195,443 $4,258,919 
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Notes and bonds payable$5,570,139 $1,801,325 
Accounts payable and accrued liabilities231,018 86,108 
Liabilities of assets held for sale10,644 294 
Operating lease liabilities268,840 96,138 
Financing lease liabilities72,378 22,551 
Other liabilities203,398 67,387 
Total liabilities6,356,417 2,073,803 
Commitments and contingencies
Stockholders' equity
Preferred stock, $.01 par value per share; 200,000 shares authorized; none issued and outstanding— — 
Class A Common stock, $.01 par value per share; 1,000,000 shares authorized; 380,572 and 150,457 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively3,806 1,505 
Additional paid-in capital9,586,556 3,972,917 
Accumulated other comprehensive income (loss)5,524 (9,981)
Cumulative net income attributable to common stockholders1,342,819 1,266,158 
Cumulative dividends(3,211,492)(3,045,483)
Total stockholders' equity7,727,213 2,185,116 
Non-controlling interest111,813 — 
Total equity7,839,026 2,185,116 
Total liabilities and equity$14,195,443 $4,258,919 
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, are an integral part of these financial statements.


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Table of Contents

Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Income
For the Three and Nine Months Ended September 30, 2022 and 2021
Amounts in thousands, except per share data
Unaudited
THREE MONTHS ENDED
September 30,		NINE MONTHS ENDED
September 30,
2022202120222021
Revenues
Rental income$298,931 $131,746 $578,052 $388,620 
Interest income3,366 1,917 7,253 2,426 
Other operating4,057 2,969 9,270 7,347 
306,354 136,632 594,575 398,393 
Expenses
Property operating112,473 55,518 226,947 159,241 
General and administrative16,741 8,207 38,317 25,251 
Acquisition and pursuit costs482 974 3,137 2,388 
Merger-related costs79,402 — 92,603 — 
Depreciation and amortization158,117 50,999 267,889 150,904 
367,215 115,698 628,893 337,784 
Other income (expense)
Gain on sales of real estate properties143,908 1,186 197,188 41,046 
Interest expense(53,044)(13,334)(82,248)(39,857)
Loss on extinguishment of debt(1,091)— (2,520)— 
Impairment of real estate properties— (10,669)25 (16,581)
Equity loss from unconsolidated joint ventures(124)(183)(776)(404)
Interest and other (expense) income, net(172)— (378)239 
89,477 (23,000)111,291 (15,557)
Net income (loss)$28,616 $(2,066)$76,973 $45,052 
Net income attributable to non-controlling interests(312)— (312)— 
Net income (loss) attributable to common stockholders$28,304 $(2,066)$76,661 $45,052 
Basic earnings per common share$0.08 $(0.02)$0.36 $0.31 
Diluted earnings per common share$0.08 $(0.02)$0.35 $0.31 
Weighted average common shares outstanding - basic328,805 143,818 209,807 141,521 
Weighted average common shares outstanding - diluted332,031 143,818 210,944 141,613 

The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, are an integral part of these financial statements.


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Table of Contents

Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Comprehensive Income
For the Three and Nine Months Ended September 30, 2022 and 2021
Amounts in thousands
Unaudited
THREE MONTHS ENDED
 September 30,		NINE MONTHS ENDED
September 30,
2022202120222021
Net income (loss)$28,616 $(2,066)$76,973 $45,052 
Other comprehensive income
Interest rate swaps
Reclassification adjustments for losses included in net income (interest expense)763 1,131 2,672 3,340 
Gains arising during the period on interest rate swaps6,083 36 12,905 2,079 
6,846 1,167 15,577 5,419 
Comprehensive income (loss)35,462 (899)92,550 50,471 
Less: comprehensive income attributable to non-controlling interests(384)— (384)— 
Comprehensive income (loss) attributable to common stockholders$35,078 $(899)$92,166 $50,471 
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, are an integral part of these financial statements.


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Table of Contents

Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Equity
For the Three Months Ended September 30, 2022 and 2021
Amounts in thousands, except per share data
Unaudited
Common
Stock		Additional
Paid-In
Capital		Accumulated
Other
Comprehensive
Income (Loss)		Cumulative
Net Income		Cumulative
Dividends		Total
Stockholders’
Equity		Non-controlling InterestsTotal
Equity
Balance at June 30, 2022$1,516 $4,002,525 $(1,250)$1,314,515 $(3,139,440)$2,177,866 $— $2,177,866 
Issuance of common stock, net of issuance costs— 84 — — — 84 — 84 
Merger consideration transferred2,289 5,574,174 — — — 5,576,463 110,702 5,687,165 
Non-controlling interests acquired— — — — — — 1,266 1,266 
Common stock redemptions— (41)— — — (41)— (41)
Share-based compensation1 9,716 — — — 9,717 — 9,717 
Redemption of non-controlling interest— 98 — — — 98 (97)1 
Net income— — — 28,304 — 28,304 312 28,616 
Reclassification adjustments for losses included in net income (interest expense)
— — 755 — — 755 8 763 
Gains arising during the period on
interest rate swaps
— — 6,019 — — 6,019 64 6,083 
Dividends to common stockholders
($0.31 per share)
— — — — (72,052)(72,052)(442)(72,494)
Balance at September 30, 2022$3,806 $9,586,556 $5,524 $1,342,819 $(3,211,492)$7,727,213 $111,813 $7,839,026 
Common
Stock		Additional
Paid-In
Capital		Accumulated
Other
Comprehensive
Income (Loss)		Cumulative
Net Income		Cumulative
Dividends		Total
Stockholders’
Equity		Non-controlling InterestsTotal
Equity
Balance at June 30, 2021$1,455 $3,818,592 $(13,580)$1,246,617 $(2,956,830)$2,096,254 $— $2,096,254 
Issuance of common stock, net of issuance costs20 61,442 — — — 61,462 — 61,462 
Common stock redemptions— — — — — — — — 
Share-based compensation— 2,538 — — — 2,538 — 2,538 
Net loss— — — (2,066)— (2,066)— (2,066)
Reclassification adjustments for losses included in net income (interest expense)
— — 1,131 — — 1,131 — 1,131 
Losses arising during the period on interest rate swaps
— — 36 — — 36 — 36 
Dividends to common stockholders ($0.3025 per share)— — — — (44,022)(44,022)— (44,022)
Balance at September 30, 2021$1,475 $3,882,572 $(12,413)$1,244,551 $(3,000,852)$2,115,333 $— $2,115,333 

The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, are an integral part of these financial statements.





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Table of Contents

PART I - FINANCIAL INFORMATIONHealthcare Realty Trust Incorporated
Condensed Consolidated Statements of Equity
Item 1. Financial Statements (Unaudited)For the Nine Months Ended September 30, 2022 and 2021
HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(InAmounts in thousands, except for share and per share data)data
(Unaudited)
September 30, 2021December 31, 2020
ASSETS
Real estate investments:
Land$625,092 $596,269 
Building and improvements6,701,356 6,507,816 
Lease intangibles506,010 628,621 
Construction in progress28,878 80,178 
7,861,336 7,812,884 
Accumulated depreciation and amortization(1,747,354)(1,702,719)
Real estate investments, net6,113,982 6,110,165 
Assets held for sale, net27,049 — 
Investment in unconsolidated joint venture63,213 64,360 
Cash and cash equivalents12,836 115,407 
Restricted cash6,628 3,358 
Receivables and other assets, net314,977 251,728 
Right-of-use assets - operating leases, net227,564 235,223 
Other intangibles, net9,382 10,451 
Total assets$6,775,631 $6,790,692 
LIABILITIES AND EQUITY
Liabilities:
Debt$3,079,190 $3,026,999 
Accounts payable and accrued liabilities178,024 200,358 
Liabilities of assets held for sale263 — 
Derivative financial instruments - interest rate swaps9,377 14,957 
Security deposits, prepaid rent and other liabilities82,852 82,553 
Lease liabilities - operating leases195,115 198,367 
Intangible liabilities, net31,473 32,539 
Total liabilities3,576,294 3,555,773 
Commitments and contingencies00
Equity:
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding— — 
Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 220,839,006 and 218,578,012 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively2,208 2,186 
Additional paid-in capital4,973,001 4,916,784 
Accumulated other comprehensive loss(11,327)(16,979)
Cumulative dividends in excess of earnings(1,857,714)(1,727,752)
Total stockholders’ equity3,106,168 3,174,239 
Non-controlling interests93,169 60,680 
Total equity3,199,337 3,234,919 
Total liabilities and equity$6,775,631 $6,790,692 
Unaudited
Common
Stock		Additional
Paid-In
Capital		Accumulated
Other
Comprehensive
Income (Loss)		Cumulative
Net Income		Cumulative
Dividends		Total
Stockholders’
Equity		Non-controlling InterestTotal Equity
Balance at December 31, 2021$1,505 $3,972,917 $(9,981)$1,266,158 $(3,045,483)$2,185,116 $— $2,185,116 
Issuance of common stock, net of issuance costs8 22,847 — — — 22,855 — 22,855 
Merger consideration transferred2,289 5,574,174 — — — 5,576,463 110,702 5,687,165 
Non-controlling interests acquired— — — — — — 1,266 1,266 
Common stock redemptions— (248)— — — (248)— (248)
Share-based compensation4 16,768 — — — 16,772 — 16,772 
Redemption of non-controlling interest— 98 — — — 98 (97)1 
Net Income— — — 76,661 — 76,661 312 76,973 
Reclassification adjustments for losses included in net income (interest expense)

— — 2,664 — — 2,664 8 2,672 
Gains arising during the period on
interest rate swaps		— — 12,841 — — 12,841 64 12,905 
Dividends to common stockholders
($0.93 per share)
— — — — (166,009)(166,009)(442)(166,451)
Balance at September 30, 2022$3,806 $9,586,556 $5,524 $1,342,819 $(3,211,492)$7,727,213 $111,813 $7,839,026 
Common
Stock		Additional
Paid-In
Capital		Accumulated
Other
Comprehensive
Income (Loss)		Cumulative
Net Income		Cumulative
Dividends		Total
Stockholders’
Equity		Non-controlling InterestTotal Equity
Balance at December 31, 2020$1,395 $3,635,341 $(17,832)$1,199,499 $(2,870,027)$1,948,376 $— $1,948,376 
Issuance of common stock, net of issuance costs78 240,660 — — — 240,738 — 240,738 
Common stock redemptions— (1,610)— — — (1,610)— (1,610)
Share-based compensation2 8,181 — — — 8,183 — 8,183 
Net income— — — 45,052 — 45,052 — 45,052 
Reclassification adjustments for losses included in net income (interest expense)
— — 3,340 — — 3,340 — 3,340 
Gains arising during the period on interest rate swaps
— — 2,079 — — 2,079 — 2,079 
Dividends to common stockholders ($0.9075 per share)— — — — (130,825)(130,825)— (130,825)
Balance at September 30, 2021$1,475 $3,882,572 $(12,413)$1,244,551 $(3,000,852)$2,115,333 $— $2,115,333 
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, are an integral part of these condensed consolidated financial statements.
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Table of Contents
HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Revenues:
Rental income$189,832 $187,258 $569,676 $551,459 
Interest and other operating income1,430 68 1,694 488 
Total revenues191,262 187,326 571,370 551,947 
Expenses:
Rental59,568 57,248 176,556 170,310 
General and administrative10,765 10,670 32,254 32,348 
Transaction137 125 299 297 
Depreciation and amortization76,056 75,892 227,307 228,484 
Interest expense23,331 23,136 69,450 71,285 
Impairment— — 16,825 — 
Total expenses169,857 167,071 522,691 502,724 
Gain on sale of real estate, net143 — 32,896 1,991 
Loss on extinguishment of debt, net— (27,726)— (27,726)
Income from unconsolidated joint venture400 422 1,198 1,223 
Other income94 117 401 290 
Net income (loss)$22,042 $(6,932)$83,174 $25,001 
Net (income) loss attributable to non-controlling interests
(370)105 (1,461)(438)
Net income (loss) attributable to common stockholders$21,672 $(6,827)$81,713 $24,563 
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 
Weighted average common shares outstanding:
Basic218,820 218,549 218,798 217,911 
Diluted222,811 218,549 222,470 221,521 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Net income (loss)$22,042 $(6,932)$83,174 $25,001 
Other comprehensive income (loss)
Change in unrealized gains (losses) on cash flow hedges1,435 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.

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HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(Unaudited)
 Class A Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Cumulative Dividends in Excess of EarningsTotal Stockholders’ EquityNon-controlling InterestsTotal Equity
 SharesAmount
Balance as of December 31, 2019216,453 $2,165 $4,854,042 $4,546 $(1,502,744)$3,358,009 $72,635 $3,430,644 
Issuance of common stock, net1,675 17 50,003 — — 50,020 — 50,020 
Share-based award transactions, net236 2 3,201 — — 3,203 — 3,203 
Repurchase and cancellation of common stock(154)(2)(4,622)— — (4,624)— (4,624)
Redemption of non-controlling interest and other273 3 6,773 — — 6,776 (6,776)— 
Dividends declared ($0.315 per common share)— — — — (68,867)(68,867)(1,134)(70,001)
Net income— — — — 17,901 17,901 307 18,208 
Other comprehensive loss— — — (22,138)— (22,138)(360)(22,498)
Balance as of March 31, 2020218,483 2,185 4,909,397 (17,592)(1,553,710)3,340,280 64,672 3,404,952 
Issuance of OP Units in HTALP— — — — — — 1,378 1,378 
Share-based award transactions, net(1)— 2,100 — — 2,100 — 2,100 
Repurchase and cancellation of common stock(7)— (174)— — (174)— (174)
Redemption of non-controlling interest and other40 — 1,096 — — 1,096 (1,096)— 
Dividends declared ($0.315) per common share)— — — — (68,827)(68,827)(1,162)(69,989)
Net Income— — — — 13,489 13,489 236 13,725 
Other comprehensive loss— — — (3,176)— (3,176)(52)(3,228)
Balance as of June 30, 2020218,515 2,185 4,912,419 (20,768)(1,609,048)3,284,788 63,976 3,348,764 
Share-based award transactions, net28 1 1,831 — — 1,832 — 1,832 
Repurchase and cancellation of common stock(11)— (296)— — (296)— (296)
Redemption of non-controlling interest and other34 — 813 — — 813 (813)— 
Dividends declared ($0.320) per common share)— — — — (69,938)(69,938)(1,133)(71,071)
Net loss— — — — (6,827)(6,827)(105)(6,932)
Other comprehensive income— — — 2,021 — 2,021 33 2,054 
Balance as of September 30, 2020218,566 $2,186 $4,914,767 $(18,747)$(1,685,813)$3,212,393 $61,958 $3,274,351 


















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HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Cont’d)
(In thousands)
(Unaudited)
 Class A Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Cumulative Dividends in Excess of EarningsTotal Stockholders’ EquityNon-controlling InterestsTotal Equity
 SharesAmount
Balance as of December 31, 2020218,578 $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, net354 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 other11 — 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, 2021218,824 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 other13 — 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, 2021218,826 2,188 4,919,353 (12,734)(1,807,753)3,101,054 58,834 3,159,888 
Issuance of common stock, net2,000 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 other13 — 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, 2021220,839 $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)
Nine Months Ended September 30,
 20212020
Cash flows from operating activities:
Net income$83,174 $25,001 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization212,332 211,843 
Share-based compensation expense5,034 7,135 
Income from unconsolidated joint venture(1,198)(1,223)
Distributions from unconsolidated joint venture2,345 2,455 
Impairment16,825 — 
Gain on sale of real estate, net(32,896)(1,991)
Loss on extinguishment of debt, net— 27,726 
Changes in operating assets and liabilities:
Receivables and other assets, net(3,214)3,282 
Accounts payable and accrued liabilities(8,755)(11,787)
Security deposits, prepaid rent and other liabilities(2,029)7,227 
Net cash provided by operating activities271,618 269,668 
Cash flows from investing activities:
Investments in real estate(147,303)(52,553)
Development of real estate(48,482)(49,479)
Proceeds from the sale of real estate67,621 6,420 
Capital expenditures(78,047)(59,016)
Collection of real estate notes receivable15,405 709 
Advances on real estate notes receivable(66,526)(6,000)
Net cash used in investing activities(257,332)(159,919)
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility180,000 1,329,862 
Payments on unsecured revolving credit facility(130,000)(1,429,862)
Proceeds from unsecured senior notes— 793,568 
Payments on unsecured senior notes— (300,000)
Payments on secured mortgage loans— (114,060)
Deferred financing costs— (6,532)
Debt extinguishment costs— (25,938)
Proceeds from issuance of common stock53,735 50,020 
Issuance of OP Units— 1,378 
Repurchase and cancellation of common stock(3,389)(5,094)
Dividends paid(210,047)(205,880)
Distributions paid to non-controlling interest of limited partners(3,886)(3,581)
Net cash (used in) provided by financing activities(113,587)83,881 
Net change in cash, cash equivalents and restricted cash(99,301)193,630 
Cash, cash equivalents and restricted cash - beginning of period118,765 37,616 
Cash, cash equivalents and restricted cash - end of period$19,464 $231,246 
The accompanying notes are an integral part

HealthcareRealty Trust Incorporated
Condensed Consolidated Statements of these condensed consolidated financial statements.Cash Flows
For the Nine Months Ended September 30, 2022 and 2021
Amounts in thousands
Unaudited

OPERATING ACTIVITIES
NINE MONTHS ENDED
September 30,
20222021
Net income$76,973 $45,052 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization267,889 150,904 
Other amortization11,875 2,721 
Share-based compensation16,772 8,183 
Amortization of straight-line rent receivable (lessor)(12,267)(4,574)
Amortization of straight-line rent on operating leases (lessee)2,016 1,115 
Gain on sales of real estate properties(197,188)(41,046)
Loss on extinguishment of debt2,520 — 
Impairment of real estate properties(25)16,581 
Equity loss from unconsolidated joint ventures776 404 
Distributions from unconsolidated joint ventures893 — 
Non-cash interest from financing and notes receivable(1,901)(196)
Changes in operating assets and liabilities:
Other assets, including right-of-use-assets(19,230)(9,947)
Accounts payable and accrued liabilities35,769 215 
Other liabilities(58,213)843 
Net cash provided by operating activities126,659 170,255 
INVESTING ACTIVITIES
Acquisitions of real estate(376,924)(250,766)
Development of real estate(17,572)(2,020)
Additional long-lived assets(97,797)(69,647)
Funding of mortgages and notes receivable(3,441)— 
Investments in unconsolidated joint ventures(99,586)(49,612)
Investment in financing receivable167 (104,654)
Proceeds from sales of real estate properties and additional long-lived assets870,806 112,029 
Proceeds from notes receivable repayments500 — 
Cash assumed in Merger, including restricted cash for special dividend payment1,149,681 — 
Net cash provided by (used in) investing activities1,425,834 (364,670)
FINANCING ACTIVITIES
Net (repayments)/borrowings on unsecured credit facility(154,400)90,500 
Borrowings on term loans666,500 — 
Repayment on term loan(718,500)— 
Repayments of notes and bonds payable(18,880)(2,914)
Redemption of notes and bonds payable(2,184)— 
Dividends paid(165,735)(130,825)
Special dividend paid in relation to the Merger(1,123,648)— 
Net proceeds from issuance of common stock22,851 240,779 
Common stock redemptions(894)(2,014)
Distributions to non-controlling interest holders(442)— 
Debt issuance and assumption costs(12,753)(252)
Payments made on finance leases— (162)
Net cash (used in) provided by financing activities(1,508,085)195,112 
Increase in cash and cash equivalents44,408 697 
Cash and cash equivalents at beginning of period13,175 15,303 
Cash and cash equivalents at end of period$57,583 $16,000 
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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data)
(Unaudited)
September 30, 2021December 31, 2020
ASSETS
Real estate investments:
Land$625,092 $596,269 
Building and improvements6,701,356 6,507,816 
Lease intangibles506,010 628,621 
Construction in progress28,878 80,178 
7,861,336 7,812,884 
Accumulated depreciation and amortization(1,747,354)(1,702,719)
Real estate investments, net6,113,982 6,110,165 
Assets held for sale, net27,049 — 
Investment in unconsolidated joint venture63,213 64,360 
Cash and cash equivalents12,836 115,407 
Restricted cash6,628 3,358 
Receivables and other assets, net314,977 251,728 
Right-of-use assets - operating leases, net227,564 235,223 
Other intangibles, net9,382 10,451 
Total assets$6,775,631 $6,790,692 
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Debt$3,079,190 $3,026,999 
Accounts payable and accrued liabilities178,024 200,358 
Liabilities of assets held for sale263 — 
Derivative financial instruments - interest rate swaps9,377 14,957 
Security deposits, prepaid rent and other liabilities82,852 82,553 
Lease liabilities - operating leases195,115 198,367 
Intangible liabilities, net31,473 32,539 
Total liabilities3,576,294 3,555,773 
Commitments and contingencies00
Partners’ Capital:
Limited partners’ capital, 4,721,627 and 3,519,545 OP Units issued and outstanding as of September 30, 2021 and December 31, 2020, respectively92,899 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, respectively3,106,438 3,174,509 
Total partners’ capital3,199,337 3,234,919 
Total liabilities and partners’ capital$6,775,631 $6,790,692 
The accompanying notes are an integral part of these condensed consolidated financial statements.

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per unit data)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Revenues:
Rental income$189,832 $187,258 $569,676 $551,459 
Interest and other operating income1,430 68 1,694 488 
Total revenues191,262 187,326 571,370 551,947 
Expenses:
Rental59,568 57,248 176,556 170,310 
General and administrative10,765 10,670 32,254 32,348 
Transaction137 125 299 297 
Depreciation and amortization76,056 75,892 227,307 228,484 
Interest expense23,331 23,136 69,450 71,285 
Impairment— — 16,825 — 
Total expenses169,857 167,071 522,691 502,724 
Gain on sale of real estate, net143 — 32,896 1,991 
Loss on extinguishment of debt, net— (27,726)— (27,726)
Income from unconsolidated joint venture400 422 1,198 1,223 
Other income94 117 401 290 
Net income (loss)$22,042 $(6,932)$83,174 $25,001 
Net income attributable to non-controlling interests— — — — 
Net income (loss) attributable to common unitholders$22,042 $(6,932)$83,174 $25,001 
Earnings per common OP Unit - basic:
Net income (loss) attributable to common unitholders$0.10 $(0.03)$0.37 $0.11 
Earnings per common OP Unit - diluted:
Net income (loss) attributable to common unitholders$0.10 $(0.03)$0.37 $0.11 
Weighted average common OP Units outstanding: 
Basic222,811 222,101 222,470 221,521 
Diluted222,811 222,101 222,470 221,521 
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 September 30,Nine Months Ended September 30,
2021202020212020
Net income (loss)$22,042 $(6,932)$83,174 $25,001 
Other comprehensive income (loss)
Change in unrealized gains (losses) on cash flow hedges1,435 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 attributable to non-controlling interests— — — — 
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’ CapitalLimited Partners’ CapitalTotal Partners’ Capital
 UnitsAmountUnitsAmount
Balance as of December 31, 2019216,453 $3,358,279 3,834 $72,365 $3,430,644 
Issuance of general partner OP Units1,675 50,020 — — 50,020 
Share-based award transactions, net236 3,203 — — 3,203 
Redemption and cancellation of general partner OP Units(154)(4,624)— — (4,624)
Redemption of limited partner OP Units and other273 6,776 (273)(6,776)— 
Distributions declared ($0.315 per common OP Unit)— (68,867)— (1,134)(70,001)
Net income— 17,901 — 307 18,208 
Other comprehensive loss— (22,138)— (360)(22,498)
Balance as of March 31, 2020218,483 3,340,550 3,561 64,402 3,404,952 
Issuance of limited partner OP Units47 1,378 1,378 
Share-based award transactions, net(1)2,100 — — 2,100 
Redemption and cancellation of general partner OP Units(7)(174)— — (174)
Redemption of limited partner OP Units and other40 1,096 (40)(1,096)— 
Distributions declared ($0.315 per common OP Unit)— (68,827)— (1,162)(69,989)
Net income— 13,489 — 236 13,725 
Other comprehensive loss— (3,176)— (52)(3,228)
Balance as of June 30, 2020218,515 3,285,058 3,568 63,706 3,348,764 
Share-based award transactions, net28 1,832 — — 1,832 
Redemption and cancellation of general partner OP Units(11)(296)— — (296)
Redemption of limited partner OP Units and other34 813 (34)(813)— 
Distributions declared ($0.320) per common OP Unit)— (69,938)— (1,133)(71,071)
Net loss— (6,827)— (105)(6,932)
Other comprehensive income— 2,021 — 33 2,054 
Balance as of September 30, 2020218,566 $3,212,663 3,534 $61,688 $3,274,351 
Supplemental Cash Flow Information
NINE MONTHS ENDED
September 30,
20222021
Interest paid$83,382 $40,653 
Invoices accrued for construction, tenant improvements and other capitalized costs$52,840 $11,663 
Capitalized interest$848 $187 




















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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’ CapitalLimited Partners’ CapitalTotal Partners’ Capital
 UnitsAmountUnitsAmount
Balance as of December 31, 2020218,578 $3,174,509 3,520 $60,410 $3,234,919 
Share-based award transactions, net354 3,337 — — 3,337 
Redemption and cancellation of general partner OP Units(119)(3,248)— — (3,248)
Redemption of limited partner OP Units and other11 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, 2021218,824 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 other13 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, 2021218,826 3,101,324 3,496 58,564 3,159,888 
Issuance of general partner units2,000 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 other13 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, 2021220,839 $3,106,438 4,722 $92,899 $3,199,337 
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, are an integral part of these condensed consolidated financial statements.


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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended September 30,
 20212020
Cash flows from operating activities:
Net income$83,174 $25,001 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization212,332 211,843 
Share-based compensation expense5,034 7,135 
Income from unconsolidated joint venture(1,198)(1,223)
Distributions from unconsolidated joint venture2,345 2,455 
Impairment16,825 — 
Gain on sale of real estate, net(32,896)(1,991)
Loss on extinguishment of debt, net— 27,726 
Changes in operating assets and liabilities:
Receivables and other assets, net(3,214)3,282 
Accounts payable and accrued liabilities(8,755)(11,787)
Security deposits, prepaid rent and other liabilities(2,029)7,227 
Net cash provided by operating activities271,618 269,668 
Cash flows from investing activities:
Investments in real estate(147,303)(52,553)
Development of real estate(48,482)(49,479)
Proceeds from the sale of real estate67,621 6,420 
Capital expenditures(78,047)(59,016)
Collection of real estate notes receivable15,405 709 
Advances on real estate notes receivable(66,526)(6,000)
Net cash used in investing activities(257,332)(159,919)
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility180,000 1,329,862 
Payments on unsecured revolving credit facility(130,000)(1,429,862)
Proceeds from unsecured senior notes— 793,568 
Payments from unsecured senior notes— (300,000)
Payments on secured mortgage loans— (114,060)
Deferred financing costs— (6,532)
Debt extinguishment costs— (25,938)
Proceeds from issuance of general partner units53,735 50,020 
Issuance of OP Units— 1,378 
Repurchase and cancellation of general partner units(3,389)(5,094)
Distributions paid to general partner(210,047)(205,880)
Distributions paid to limited partners and redeemable non-controlling interests(3,886)(3,581)
Net cash (used in) provided by financing activities(113,587)83,881 
Net change in cash, cash equivalents and restricted cash(99,301)193,630 
Cash, cash equivalents and restricted cash - beginning of period118,765 37,616 
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 UNAUDITEDTHE 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.
Note 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. 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
Business Overview
Healthcare Realty Trust Incorporated is a real estate investment trust ("REIT") that owns, leases, manages, acquires, finances, develops and redevelops income-producing real estate properties associated primarily with the delivery of outpatient healthcare services throughout the United States. As of September 30, 2022, the Company had gross investments of approximately $14.2 billion in 695 real estate properties, construction in progress, redevelopments, financing receivables, financing lease right-of-use assets, land held for development and corporate property. The summaryCompany's 695 real estate properties are located in 35 states and total approximately 40.7 million square feet. The Company provided leasing and property management services to approximately 38.9 million square feet nationwide. As of significant accounting policies presentedSeptember 30, 2022, the Company had a weighted average ownership interest of approximately 49% in 33 real estate properties held in joint ventures. See Note 3 below is designedfor more details regarding the Company's unconsolidated joint ventures. Any references to assistsquare footage or occupancy percentage, and any amounts derived from these values in understanding our condensed consolidated financial statements. Such condensed consolidated financial statements andthese notes to the accompanying notesCompany's Condensed Consolidated Financial Statements, are outside the representationsscope of our management, who are responsible for their integrity and objectivity. Theseindependent registered public 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.firm’s review.
Basis of Presentation
Our accompanying condensed consolidated financial statements include our accountsFor purposes of this Quarterly Report on Form 10-Q, references to the “Company” are to Legacy HR for periods prior to the closing of the Merger and those of our subsidiariesthereafter to Legacy HR and any consolidated variable interest entities (“VIEs”). All inter-company balances and transactions have been eliminatedLegacy HTA after giving effect to the Merger. The Merger is described 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 Unauditedmore detail in Note 2 to these Condensed Consolidated Financial Data
Our accompanying condensed consolidated financial statementsStatements. The Condensed Consolidated Financial Statements have been prepared by us in accordance with GAAPaccounting principles generally accepted in conjunctionthe United States ("GAAP") for interim financial information and with the rulesinstructions to Form 10-Q and regulationsArticle 10 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 statementsRegulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are,However, except as disclosed herein and specific disclosures incorporated as a result of the Merger, management believes there has been no material change in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flowsthe information disclosed in the Notes to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. All material intercompany transactions and balances have been eliminated in consolidation.
This 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 statementsinformation should be read in conjunction with our auditedthe consolidated financial statements and the notes thereto included in our 2020the Company’s Annual Report on Form 10-K.10-K for the year ended December 31, 2021. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. In addition, the interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2022 for many reasons including, but not limited to, the Merger (as discussed in more detail in Note 2 below), acquisitions, dispositions, capital financing transactions, changes in interest rates and the effects of other trends, risks and uncertainties.
Principles of Consolidation
The condensed consolidated financial statementsCompany’s Condensed Consolidated Financial Statements include, as of September 30, 2022, the accounts of ourthe Company, its wholly owned subsidiaries, and consolidated joint venture arrangements.ventures and partnerships where the Company controls the operating activities. The portions of the HTALP operating partnershipinterests not owned by usthe Company are presented as non-controlling interests on the accompanying condensedCondensed Consolidated Balance Sheets and Statements of Operations, Condensed Consolidated Statements of Comprehensive Income, and Condensed Consolidated Statements of Equity. GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). Accounting Standards Codification 810 broadly defines a VIE as an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is the VIE’s primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. As of September 30, 2022, the Company


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
identified three entities that qualified as VIE's because the limited partners in these partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Two of the entities are consolidated balance sheets and statements of operations, condensed consolidated statements of comprehensive income, and condensed consolidated statements of equity and changes in partners’ capital. one is unconsolidated.
Holders of operating partnership units (“OP UnitsUnits”) are considered to be non-controlling interest holders in HTALPthe OP and their ownership interests are reflected as equity on the accompanying condensed consolidated balance sheets.Condensed Consolidated Balance Sheets. Further, a portion of the earnings and losses of HTALPthe OP 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 September 30, 2021 and December 31, 2020,2022, there were approximately 4.74.0 million, and 3.5 million, respectively,or 1.1%, of OP Units issued and outstanding held by non-controlling interest holders.
VIEs are entities where investors lack sufficient equity at risk for Additionally, 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 beneficiaryCompany 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.this VIE. Accordingly, we consolidate ourthe Company consolidates the interests in the HTALP operating partnership and in our other joint venture arrangements.OP. However, because we holdthe Company holds what is deemed a majority voting interest into be significantly all of the HTALP operating partnership and our other joint venture arrangements,OP, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs.
In addition, from timeFor property holding entities not determined to time,be VIEs, the Company acquires properties using a like-kind exchange structure pursuant to Section 1031consolidates such entities in which it owns 100% of the Internal Revenue Code (a “1031 exchange”)equity or has a controlling financial interest evidenced by ownership of a majority voting interest. All intercompany balances and as such, the proceeds from a property or portfolio dispositiontransactions are eliminated 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. consolidation.
As of September 30, 2021,2022, the Company's unconsolidated joint venture arrangements were accounted for using the equity method of accounting as the Company had 1 such entity whereexercised significant influence over but did not control these entities. See Note 3 below for more details regarding 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.Company's unconsolidated joint ventures.
Use of Estimates in the Condensed Consolidated Financial Statements
The preparationPreparation of our condensed consolidated financial statementsthe Condensed Consolidated Financial Statements in conformityaccordance with GAAP requires management to make estimates and assumptions that effectaffect amounts reported in the reported amounts of assets, liabilities, revenuesCondensed Consolidated Financial Statements 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.accompanying notes. Actual results couldmay differ from those estimates, perhapsestimates.
Reclassifications
Certain reclassifications have been made on the Company's prior year Condensed Consolidated Balance Sheet to conform to current year presentation. Previously, the Company's Lease intangibles were included in adverse ways,Building, improvements and those estimates couldlease intangibles and Goodwill was included with Other assets, net. These amounts are now classified as separate line items on the Company's Condensed Consolidated Balance Sheets.
Investments in Leases - Financing Receivables, Net
In accordance with Accounting Standards Codification ("ASC") 842, for transactions in which the Company enters into a contract to acquire an asset and leases it back to the seller (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred when the seller-lessee has a purchase option. As a result, the Company does not recognize the underlying real estate asset but instead recognizes a financial asset in accordance with ASC 310 “Receivables”.
During the first quarter of 2022, the Company reclassified the two medical office buildings in Nashville, Tennessee that were acquired in separate sale-leaseback transactions in the fourth quarter of 2021. The leases with the sellers commenced in the first quarter, which resulted in the allocation of the financing receivable totaling $73.9 million to land and building and improvements.
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, a mortgage or deed of trust, and/or corporate guarantees. Real estate notes receivable are intended to be different under different assumptions or conditions.held-to-maturity and are recorded at amortized cost, net of unamortized loan origination costs and fees and allowance for credit losses. As of September 30, 2022, real estate notes receivable, net totaled $79.0 million.
Interest Income
Income from Lease Financing Receivables
For the three and nine months ended September 30, 2022, the Company recognized the related income from two financing receivables totaling $2.0 million and $5.9 million, respectively, based on an imputed interest rate over the
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Cash, Cash Equivalentsterms of the applicable lease. As a result, the interest recognized from the financing receivable will not equal the cash payments from the lease agreement.
Acquisition costs incurred in connection with entering into the financing receivable are treated as loan origination fees. These costs are classified with the financing receivable and Restricted Cashare included in the balance of the net investment. Amortization of these amounts will be recognized as a reduction to Income from financing receivable, net over the life of the lease.
CashIncome from Real Estate Notes Receivable
During the three and cash equivalents consistnine months ended September 30, 2022, the Company recognized interest income of all highly liquid investments$1.3 million related to real estate notes receivable. Unpaid interest is capitalized, with a maturity of three months or less when purchased. Restricted cash is typically comprised of: (i) reserve accounts for property taxes, insurance, capitalprincipal and tenant improvements; (ii) collateral accounts for debt andany unpaid 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 showndue on the accompanying condensed consolidated statements of cash flows (in thousands):
September 30,
20212020
Cash and cash equivalents$12,836 $227,138 
Restricted cash6,628 4,108 
Total cash, cash equivalents and restricted cash$19,464 $231,246 
maturity date.
Revenue Recognitionfrom Contracts with Customers (Topic 606)
Minimum annual rentalThe Company recognizes certain 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 comprisedcore principle 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. WeThis topic requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We have identified all of ourLease revenue streams and we have concluded that rental income from leasing arrangements represents a substantial portion of our revenue and is governed and evaluated withnot within the adoptionscope of Topic 842.606. To achieve the core principle, the Company applies the five step model specified in the guidance.
Investments in Real Estate
Depreciation expense of buildings and improvementsRevenue that is accounted for the three months ended September 30, 2021 and 2020 was $62.0 million and $59.2 million, respectively. Depreciation expense of buildings and improvements for the nine months ended September 30, 2021 and 2020 was $183.8 million and $176.4 million, respectively.
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 are606 is segregated on the lessee, are classified as separate components on our accompanying condensed consolidated balance sheets. Operating leases are included as right-of-use (“ROU”) assets -Company’s Condensed Consolidated Statements of Income in the Other operating leases, net, with a corresponding lease liability. Financing lease assets are included in receivablesline item. This line item includes parking income, management fee income and other assets, net, withmiscellaneous income. Below is a corresponding lease liability in security deposits, prepaid rent and other liabilities. A lease liability is recognized for our obligation related todetail of the lease and an ROU asset represents our right to useamounts by category:
THREE MONTHS ENDED
September 30,		NINE MONTHS ENDED
September 30,
in thousands2022202120222021
Type of Revenue
Parking income$2,428 $2,187 $6,100 $5,725 
Management fee income 1
1,426 723 2,864 1,381 
Miscellaneous203 59 306 241 
$4,057 $2,969 $9,270 $7,347 
1 Includes the underlying asset overrecovery of certain expenses under the lease term. Refer to Note 7 - Leasesfinancing receivable as outlined in the accompanying notes tomanagement agreement.

The Company’s major types of revenue that are accounted for under Topic 606 that are listed above are all accounted for as the condensed consolidated financial statementsperformance obligation is satisfied. The performance obligations that are identified for more detail relating to our leases.each of these items are satisfied over time, and the Company recognizes revenue monthly based on this principle.
New Accounting Pronouncements
Accounting Standards Update No. 2020-04
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 byOn March 12, 2020, the Financial Accounting Standards Board (“FASB”("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in April 2020 was utilized, which provided relief from requiring a lease by lease analysis pursuantASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company has elected to Topic 842. These deferrals are generallyapply the hedge accounting expedients related to probability and the assessments of effectiveness 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 onfuture LIBOR and Term SOFR-indexed cash flows overto assume that the lease term, rather, payments are made in different periods whileindex upon which future hedged transactions will be based matches the cash flows forindex on the entiretycorresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. Management continues to evaluate the impact of the lease term areguidance and may apply other elections as applicable as additional changes in the same. However, we have continued to recognize revenue and straight line revenue for amounts subject to deferral agreements in accordance with Topic 842. In 2020, which is the period that we believe constituted the majority of our COVID-related deferral requests, we approved deferral plans totaling approximately $11.1 million, of which approximately $10.8 million have been repaid through September 30, 2021.market occur.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP Table of Contents
NOTES TO UNAUDITEDTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, – (Continued)cont.
Note 2. Merger with HTA

On July 20, 2022 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated as of February 28, 2022 (the “Merger Agreement”), by and among Healthcare Realty Trust Incorporated, a Maryland corporation (now known as HRTI, LLC, a Maryland limited liability company) (“Legacy HR”), Healthcare Trust of America, Inc., a Maryland corporation (now known as Healthcare Realty Trust Incorporated) (“Legacy HTA”), Healthcare Trust of America Holdings, LP, a Delaware limited partnership (now known as Healthcare Realty Holdings, L.P.) (the “OP”), and HR Acquisition 2, LLC, a Maryland limited liability company (“Merger Sub”), Merger Sub merged with and into Legacy HR, with Legacy HR continuing as the surviving entity and a wholly-owned subsidiary of Legacy HTA (the “Merger”).
On the Closing Date, each outstanding share of Legacy HR common stock, $0.01 par value per share (the “Legacy HR Common Stock”), was cancelled and converted into the right to receive one share of Legacy HTA class A common stock at a fixed ratio of 1.00 to 1.00. Per the terms of the Merger Agreement, Legacy HTA declared a special dividend of $4.82 (the “Special Dividend”) for each outstanding share of Legacy HTA class A common stock, $0.01 par value per share ( the “Legacy HTA Common Stock”), and the OP declared a corresponding distribution to the holders of its partnership units, payable to Legacy HTA stockholders and OP unitholders of record on July 19, 2022.
Immediately following the Merger, Legacy HR converted to a Maryland limited liability company and changed its name to HRTI, LLC and Legacy HTA changed its name to “Healthcare Realty Trust Incorporated”. In addition, the equity interests of Legacy HR were contributed by Legacy HTA by means of a contribution and assignment agreement to the OP such that Legacy HR became a wholly-owned subsidiary of the OP. As a result, Legacy HR became a part of an umbrella partnership REIT (“UPREIT”) structure, which is intended to align the corporate structure of the combined company after giving effect to the Merger and UPREIT reorganization (the “Combined Company”). The combined company operates under the name “Healthcare Realty Trust Incorporated” and its shares of class A common stock, $0.01 par value per share, trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “HR”.
The second category is early renewals, whereprimary reason for the Company renewed lease arrangements priorMerger was to their contractual expirations, providing concessions atexpand the commencement ofCompany’s size, scale, diversification, liquidity and access to capital, in order to further enhance its competitive advantages and accelerate its investment activities.
For accounting purposes, the lease in exchange for additional term, which additional term averages approximately three years. This category isMerger was treated as a modification under Topic 842, with“reverse acquisition” in which Legacy HTA was considered the existing balancelegal acquirer and Legacy HR was considered the accounting acquirer based on various factors, including, but not limited to: (i) the composition of the cumulative difference between rental incomeboard of directors of the Combined Company, (ii) the composition of senior management of the Combined Company, and payment amounts (existing straight line rent receivable) being recast over(iii) the new term, factoring in any changes attributablepremium transferred to the new lease arrangement and for which we performedLegacy HTA stockholders. As a lease by lease analysis. Cash flows are impacted overresult, the long term as customary free rent, at an average of three months in conjunction with these agreements, and is offset by more term and/or increased rental rates. For the nine months ended September 30, 2021, the Company has entered into very few new deferral arrangements or early renewal leases with substantive amounts of free rent or other forms of concessions at the onsethistorical financial statements of the lease term.accounting acquirer, Legacy HR, became the historical financial statements of the Combined Company.
The Lease Modification Q&A had no material impact on our condensed consolidated financial statements asacquisition was accounted for using the acquisition method of and foraccounting in accordance with ASC 805, which requires, among other things, the nine months ended September 30, 2021, however, its future impact to us is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periodsassets acquired and the elections made by usliabilities assumed to be recognized at the time of entering into any such concessions.their acquisition date fair value.

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 September 30, 2021 we classified a single-tenant MOB located in the greater Atlanta, Georgia market as real estate held for saleconsideration transferred on the accompanying condensed consolidated balance sheets. As of December 31, 2020, the Company had no properties classifiedClosing Date is 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):follows:
Dollars in thousands
Shares of Legacy HTA Common Stock outstanding as of July 20, 2022 as adjusted(a)
September 30, 2021228,520,990 
Exchange ratio1.00 
Implied shares of Legacy HR Common Stock issued228,520,990 
Adjusted closing price of Legacy HR Common Stock on July 20, 2022(b)
$24.37 
Value of implied Legacy HR Common Stock issued$5,569,057 
Fair value of Legacy HTA restricted stock awards attributable to pre-Merger services(c)
7,406 
Consideration transferred$5,576,463 
(a) Includes 228,520,990 shares of Legacy HTA Common Stock as of July 20, 2022. The number of shares of HTA Common Stock presented above was based on 228,857,717 total shares of Legacy HTA Common Stock outstanding as of the Closing Date, less 192 HTA fractional shares that were paid in cash less 336,535 shares of Legacy HTA restricted stock (net of 215,764 shares of Legacy HTA restricted stock withheld). For accounting purposes, these shares and units were converted to Legacy HR Common Stock, at an exchange ratio of 1.00 per share of HTA Common Stock.
(b) For accounting purposes, the fair value of Legacy HR Common Stock issued to former holders of Legacy HTA Common Stock was based on the per share closing price of Legacy HR Common Stock on July 20, 2022.


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
(c) Represents the fair value of Legacy HTA restricted shares which fully vested prior to the closing of the Merger or became fully vested as a result of the closing of the Merger and which are attributable to pre-combination services.

Preliminary Purchase Price Allocation
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the Closing Date:
Dollars in thousands
ASSETS
Real estate investments
Land$2,401985,926 
Buildings and Improvementsimprovements27,4086,960,418 
Lease intangiblesintangible assets(a)
4,769831,920 
Financing lease right-of-use assets34,5789,874 
Accumulated depreciation and amortizationConstruction in progress(8,148)10,071 
Real estate assetsLand held for sale, netdevelopment26,43046,538 
Receivables and other assets, netTotal real estate investments619$8,844,747 
Assets held for sale, net707,442 
Investments in unconsolidated joint ventures67,892 
Cash and cash equivalents26,034 
Restricted cash1,123,647 
Operating lease right-of-use assets198,261 
Other assets, net (b) (c)
209,163 
Total assets acquired$27,04911,177,186 
Security deposits, prepaid rent & other liabilitiesLIABILITIES
Notes and bonds payable$13,991,300 
IntangibleAccounts payable and accrued liabilities net2621,227,570 
Liabilities of assets held for sale28,677 
Operating lease liabilities173,948 
Financing lease liabilities10,720 
Other liabilities203,210 
Total liabilities assumed$2635,635,425 
Net identifiable assets acquired$5,541,761 
Non-controlling interest$110,702 
Goodwill$145,404 
(a) The weighted average amortization period for the acquired lease intangible assets is 5.5 years.
(b) Includes $34.6 million of gross contractual accounts receivable, which approximates fair value, of which the Company preliminarily did not expect $12.3 million to be collected as of Closing Date.
(c) Includes $78.7 million of gross contractual real estate notes receivable, the fair value of which was $74.8 million, and the Company preliminarily expects to collect substantially all of the real estate notes receivable proceeds as of the Closing Date.

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. We utilize a probability of default method approach for estimating current expected credit losses and have determined that the current risk of credit loss is remote. Accordingly, we have recorded no reserve for credit loss as of September 30, 2021.
Unconsolidated Joint Ventures
We account for our investments in unconsolidated joint ventures using the equity method of accounting because we have the ability to exercise significant influence, but not control, over the financial and operational policy decisions of the investments. Using the equity method of accounting, the initial investment is recognized at cost and subsequently adjusted for our share of the net income and any distributions from the joint venture. As of September 30, 20212022, the Company had not finalized the determination of fair value of certain tangible and December 31, 2020, we had a 50% interestintangible assets acquired and liabilities assumed including, but not limited to real estate assets and liabilities, notes receivables and goodwill. As such, the assessment of fair value of assets acquired and liabilities assumed is preliminary and was based on information that was available at the time the Condensed Consolidated Financial Statements were prepared. The finalization of the purchase accounting assessment could result in material changes in the Company’s determination of the fair value of assets acquired and liabilities assumed, which will be recorded as measurement period adjustments in the period in which they are identified, up to one such investment with a carryingyear from the Closing Date.
A preliminary estimate of approximately $145.4 million has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and maximum exposureintangible assets acquired and liabilities assumed. The recognized goodwill is attributable to riskexpected synergies and benefits arising from the Merger, including anticipated general and administrative cost savings and potential economies of $63.2 million and $64.4 million, respectively, which is recordedscale benefits in investment in unconsolidated joint venture on the accompanying condensedboth tenant
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITEDTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, – (Continued)cont.
consolidated balance sheets. We record our shareand vendor relationships following the closing of net income in income from unconsolidated joint venture on the accompanying condensed consolidated statementsMerger. None of operations. For eachthe goodwill recognized is expected to be deductible for tax purposes.
Merger related Costs
In conjunction with the Merger, the Company incurred Merger-related costs of $79.4 million during the three months ended September 30, 20212022 and 2020, we recognized income of $0.4 million. For each of$92.6 million during the nine months ended September 30, 20212022, which were included within Merger-related costs in results of operations. The Merger-related costs primarily consist of legal, consulting, banking services, and 2020, we recognized incomeother Merger-related costs.
Unaudited Pro Forma Financial Information
The Condensed Consolidated Statements of $1.2 million.
Recently Issued or Adopted Accounting Pronouncements
Recently Adopted Accounting Pronouncements
S-X Rule 13-01
In March 2020,Income for 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 with respect to this standard will be adopted, however, if adopted, we do not expect that this ASU will have a material impact on our financial statements.
ASU 2021-05, Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments
In July 2021, the FASB issued ASU 2021-05, which amends the lease classification requirements for lessors when classifying and accounting for a lease with variable lease payments that do not depend on a reference index or a rate. The update provides criteria, that if met, the lease would be classified and accounted for as an operating lease. The update is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. At this time, the Company does not expect that the adoption of this standard will have a material impact on our financial statements.
3. Investments in Real Estate
For the ninethree months ended September 30, 2021, our investments had an aggregate purchase price of $189.2 million. As part of these investments, we incurred approximately $1.02022 include $157.4 million of capitalized costs. As partrevenues and $20.6 million 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 aggregatenet loss and for the nine months ended September 30, 20212022 include $157.4 million of revenues and 2020, respectively (in thousands):
Nine Months Ended September 30,
20212020
Land$35,237 $2,817 
Building and improvements135,881 45,610 
In place leases15,294 4,651 
Below market leases(3,204)(762)
Above market leases1,252 479 
ROU assets(1,372)(242)
Net real estate assets acquired183,088 52,553 
Other, net6,153 334 
Aggregate purchase price$189,241 $52,887 
Subsequent$20.6 million of net loss associated with the results of operations of Legacy HTA from the Merger closing date to September 30, 2022.
The following unaudited pro forma information presents a summary of our Condensed Consolidated Statements of Income for the three months and nine months ended September 30, 2022 and 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. Dueas if the Merger had occurred on January 1, 2021. Adjustments in the pro forma financial information include but are not limited to the recent timingfollowing:
(i) additional depreciation and amortization expense related to the acquired tangible and intangible assets,
(ii) additional interest expense on transaction-related borrowings, including assumed debt in connection with the Merger,
(iii) additional rental income related to the assumed above and below-market leases, and straight-line rent and
(iv) Merger-related costs and other one-time, non-recurring costs.
The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of the Merger.
The following pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of these investments, we havetrends in future results for a number of reasons, including, but not completed our purchase price allocation with respectlimited to, these investmentsdifferences between the assumptions used to prepare the pro forma information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.
therefore, cannot provide disclosures at this time similar to those contained above in Note 3 - Investments in Real Estate to our
THREE MONTHS ENDED
September 30,		NINE MONTHS ENDED
September 30,
Dollars in thousands2022202120222021
Total revenues$352,744 $332,465 $1,054,809 $982,192 
Net income$115,496 $(14,930)$160,120 $(79,754)
condensed consolidated financial statements.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP Table of Contents
NOTES TO UNAUDITEDTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, – (Continued)cont.
Note 3. Real Estate Investments
2022 Company Acquisitions
The acquired intangible assets and liabilities referenced above had weighted average lives offollowing table details the following termsCompany's acquisitions for the nine months ended September 30, 20212022:
Dollars in thousandsDATE ACQUIREDPURCHASE PRICE
CASH
CONSIDERATION 1
REAL
ESTATE 2
OTHER 3
SQUARE FOOTAGE
Dallas, TX2/11/22$8,175 $8,185 $8,202 $(17)18,000 
San Francisco, CA 4
3/7/22114,000 112,986 108,687 4,299 166,396 
Q1 2022 subtotal122,175 121,171 116,889 4,282 184,396 
Atlanta, GA4/7/226,912 7,054 7,178 (124)21,535 
Denver, CO4/13/226,320 5,254 5,269 (15)12,207 
Colorado Springs, CO 5
4/13/2213,680 13,686 13,701 (15)25,800 
Seattle, WA4/28/228,350 8,334 8,370 (36)13,256 
Houston, TX4/28/2236,250 36,299 36,816 (517)76,781 
Los Angeles, CA4/29/2235,000 35,242 25,400 9,842 34,282 
Oklahoma City, OK4/29/2211,100 11,259 11,334 (75)34,944 
Raleigh, NC 4
5/31/2227,500 26,710 27,127 (417)85,113 
Tampa, FL 5
6/9/2218,650 18,619 18,212 407 55,788 
Q2 2022 subtotal163,762 162,457 153,407 9,050 359,706 
Seattle, WA8/1/224,850 4,806 4,882 (76)10,593 
Raleigh, NC8/9/223,783 3,878 3,932 (54)11,345 
Jacksonville, FL8/9/2218,195 18,508 18,583 (75)34,133 
Atlanta, GA8/10/2211,800 11,525 12,038 (513)43,496 
Denver, CO8/11/2214,800 13,902 13,918 (16)34,785 
Raleigh, NC8/18/2211,375 10,670 10,547 123 31,318 
Nashville, TN9/15/2221,000 20,764 20,572 192 61,932 
Austin, TX9/29/225,450 5,449 5,572 (123)15,000 
Q3 2022 subtotal91,253 89,502 90,044 (542)242,602 
Total real estate acquisitions$377,190 $373,130 $360,340 $12,790 786,704 
1Cash consideration excludes prorations of revenue and 2020, respectively (in years):expense due to/from seller at the time of the acquisition.
Nine Months Ended September 30,
20212020
Acquired intangible assets6.25.1
Acquired intangible liabilities9.33.4
2Excludes financing right of use assets.
3Includes other assets acquired, liabilities assumed, and intangibles recognized at acquisition.
4Includes three properties.
5Includes two properties.

Subsequent to September 30, 2022, the Company acquired the following property:
Dollars in thousandsDATE ACQUIREDPURCHASE PRICESQUARE FOOTAGE
Jacksonville, FL10/12/22$3,600 6,200 
4. Dispositions and Impairment2022 Joint Venture Acquisitions
Dispositions
DuringThe following table details the joint venture acquisitions for the nine months ended September 30, 2022. These joint venture acquisitions are not consolidated for purposes of the Company's Condensed Consolidated Financial Statements.
Dollars in thousandsDATE ACQUIREDPURCHASE PRICE
CASH
CONSIDERATION 1
REAL
ESTATE
OTHER 2
SQUARE FOOTAGECOMPANY OWNERSHIP %
San Francisco, CA 3
3/7/22$67,175 $66,789 $65,179 $1,610 110,865 50 %
Los Angeles, CA 4
3/7/2233,800 32,384 32,390 (6)103,259 50 %
Total joint venture acquisitions$100,975 $99,173 $97,569 $1,604 214,124 

1Cash consideration excludes prorations of revenue and expense due to/from seller at the time of the acquisition.
2Includes other assets acquired, liabilities assumed, and intangibles recognized at acquisition.
3Includes three properties.


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
4Includes two properties.

Unconsolidated Joint Ventures
The Company's investment in and loss recognized for the three and nine months ended September 30, 2022 and 2021 we completedrelated to its unconsolidated joint ventures accounted for under the dispositionequity method are shown in the table below:
THREE MONTHS ENDED
September 30,		NINE MONTHS ENDED
September 30,
Dollars in thousands2022202120222021
Investments in unconsolidated joint ventures, beginning of period$210,781 $117,935 $161,942 $73,137 
New investments during the period 1
117,880 4,593 167,479 49,612 
Equity loss recognized during the period(124)(183)(776)(404)
Owner distributions(785)— (893)— 
Investments in unconsolidated joint ventures, end of period 1
$327,752 $122,345 $327,752 $122,345 

1Includes unconsolidated joint ventures acquired as part of 14 MOBs locatedthe Merger, as well as investments in one or more of Tennessee, Virginiatwo joint ventures representing a 20% and Minnesota for a gross sales price of $68.1 million, in addition to the sale of our40% ownership interest in a land parcel on whichportfolios in Los Angeles, California and Dallas, Texas, respectively. Also, see 2022 Real Estate Asset Dispositions below for additional information.
2022 Real Estate Asset Dispositions
The following table details the ground lessee exercised its purchase optionCompany's dispositions for a gross sales price of $1.8 million, resulting in a net gain to us of approximately $32.9 million. During the nine months ended September 30, 2020, we sold2022:
Dollars in thousandsDATE DISPOSEDSALE PRICECLOSING ADJUSTMENTSNET PROCEEDSNET REAL ESTATE INVESTMENT
OTHER (INCLUDING RECEIVABLES) 1
GAIN/(IMPAIRMENT)SQUARE FOOTAGE
Loveland, CO 2
2/24/22$84,950 $(45)$84,905 $40,095 $4 $44,806 150,291 
San Antonio, TX 2
4/15/2225,500 (2,272)23,228 14,381 284 8,563 201,523 
GA, FL, PA 3, 8
7/29/22133,100 (8,109)124,991 124,991 — — 316,739 
GA, FL, TX 5, 8
8/4/22160,917 (5,893)155,024 151,819 3,205 — 343,545 
Los Angeles, CA 3, 6, 8
8/5/22134,845 (3,102)131,743 131,332 411 — 283,780 
Dallas, TX 5, 7, 8
8/30/22114,290 (682)113,608 113,608 — — 189,385 
Indianapolis, IN 4, 9
8/31/22238,845 (5,846)232,999 84,767 4,324 143,908 506,406 
Total dispositions$892,447 $(25,949)$866,498 $660,993 $8,228 $197,277 1,991,669 
1Includes straight-line rent receivables, leasing commissions and lease inducements.
2Includes two properties.
3Includes four properties.
4Includes five properties.
5Includes six properties.
6Values and square feet are represented at 100%. The Company retained a 20% ownership interest in the joint venture that purchased these properties.
7Values and square feet are represented at 100%. The Company retained a 40% ownership interest in the joint venture that purchased these properties.
8These properties were acquired as part of our interestthe Merger and were included as assets held for sale in undeveloped landthe purchase price allocation.
9Two of the five properties included in Miami, Floridathis portfolio were acquired in the Merger and were included as assets held for a gross salessale in the purchase price of $7.6 million, resulting in a net gain to us of approximately $2.0 million.allocation.


Subsequent to September 30, 2021, we completed2022, the dispositionCompany disposed of the following properties:
Dollars in thousandsDATE DISPOSEDSALE PRICESQUARE FOOTAGE
Dallas, TX 1, 2
10/4/22$104,025 291,328 
Houston, TX 2
10/21/2232,000 134,910 
Total dispositions$136,025 426,238 
1 MOB locatedIncludes two properties.
2These properties were classified as assets held for sale as of September 30, 2022.


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.

Assets Held for Sale
The Company had six properties classified as assets held for sale as of September 30, 2022 and no properties classified as assets held for sale as of December 31, 2021. The table below reflects the assets and liabilities of the properties classified as held for sale as of September 30, 2022 and December 31, 2021:
Dollars in thousandsSeptember 30, 2022December 31, 2021
Balance Sheet data:
Land$10,594 $— 
Building and improvements199,821 — 
Lease intangibles11,389 — 
Personal property211 — 
Financing lease right-of-use assets307 — 
222,322 — 
Accumulated depreciation(47,051)— 
Real estate assets held for sale, net175,271 — 
Operating lease right-of-use assets1,193 — 
Other assets, net8,610 57 
Assets held for sale, net$185,074 $57 
Accounts payable and accrued liabilities$3,768 $169 
Operating lease liabilities$864 $— 
Financing lease liabilities$2,427 $— 
Other liabilities3,585 125 
Liabilities of assets held for sale$10,644 $294 
Note 4. Leases
Lessor Accounting
The Company’s properties generally were leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through 2040. Some leases provide for fixed rent renewal terms in Ohioaddition to market rent renewal terms. Some leases provide the lessee, during the term of the lease, with an option or right of first refusal to purchase the leased property. The Company’s single-tenant net leases generally require the lessee to pay minimum rent and all taxes (including property tax), insurance, maintenance and other operating costs associated with the leased property.
The Company's leases typically have escalators that are either based on a stated percentage or an index such as the consumer price index ("CPI"). In addition, most of the Company's leases include nonlease components, such as reimbursement of operating expenses as additional rent, or include the reimbursement of expected operating expenses as part of the lease payment. The Company adopted an accounting policy to combine lease and nonlease components. Rent escalators based on indices and reimbursements of operating expenses that are not included in the lease rate are considered variable lease payments. Variable payments are recognized in the period earned. Lease income for a gross sales price of $20.2 million.
Impairment
During the Company's operating leases recognized for the three and nine months ended September 30, 2021, we recorded impairment charges of $16.82022 was $298.9 million on 2 properties, for which the holding period was revised by the Company to be less than the previously estimated useful life, one of which was sold as of September 30, 2021. The estimated fair value as of September 30, 2021and $578.1 million, respectively. Lease income for the remaining MOB was based on the purchase price set forth in an executed purchase option. We recorded no impairment charges during the nine months ended September 30, 2020.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
5. Intangible Assets and Liabilities
Intangible assets and liabilities consisted of the following as of September 30, 2021 and December 31, 2020, respectively (in thousands, except with respect to the weighted average remaining amortization terms):
September 30, 2021December 31, 2020
BalanceWeighted Average Remaining
Amortization in Years		BalanceWeighted Average Remaining
Amortization in Years
Assets:
In place leases$366,987 9.5$483,779 9.7
Tenant relationships139,023 10.6144,842 10.0
Above market leases20,027 6.337,876 5.8
526,037 666,497 
Accumulated amortization(311,014)(427,937)
Total$215,023 9.4$238,560 9.6
Liabilities:
Below market leases$64,643 14.5$61,896 14.6
Accumulated amortization(33,170)(29,357)
Total$31,473 14.5$32,539 14.6
The following is a summary of the net intangible amortizationCompany's operating leases recognized for the three and nine months ended September 30, 2021 was $131.7 million and 2020, respectively (in thousands):$388.6 million, respectively.
On March 30, 2022, the Company executed a lease as a ground lessor for a 1.9 acre parcel of land in Texas previously recorded in land held for development. The lease is classified as a sales-type lease under Topic 842 as the present value of lease payments equals or exceeds substantially all of the fair value of the underlying asset. The land value of $1.8 million was reclassified from Land held for development to Other assets.

Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
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 relationships11,123 13,230 34,350 42,603 

6. Receivables and Other Assets
Receivables and other assets consisted of the following as of September 30, 2021 and December 31, 2020, respectively (in thousands):
September 30, 2021December 31, 2020
Tenant receivables, net$7,460 $17,717 
Other receivables, net6,106 6,243 
Deferred financing costs, net1,293 2,586 
Deferred leasing costs, net42,678 43,234 
Straight-line rent receivables, net138,162 128,070 
Prepaid expenses, deposits, equipment and other, net51,240 46,114 
Real estate notes receivable, net53,111 — 
Finance ROU asset, net14,927 7,764 
Total$314,977 $251,728 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Future lease payments under the non-cancelable operating leases, excluding any reimbursements and the sale-type lease, as of September 30, 2022 were as follows:
Dollars in thousandsOPERATING
2022$243,946 
2023937,733 
2024816,000 
2025702,251 
2026605,417 
2027 and thereafter2,242,792 
$5,548,139 
Lessee Accounting
As of September 30, 2022, the Company was obligated, as the lessee, under operating lease agreements consisting primarily of the Company’s ground leases. As of September 30, 2022, the Company had 243 properties totaling 17.8 million square feet that were held under ground leases. Some of the ground lease renewal terms are based on fixed rent renewal terms and others have market rent renewal terms. These ground leases typically have initial terms of 40 to 99 years with expiration dates through 2119. Any rental increases related to the Company’s ground leases are generally either stated or based on CPI. The Company had 75 prepaid ground leases as of September 30, 2022. The amortization of the prepaid rent, included in the operating lease right-of-use asset, represented approximately $0.5 million and $0.1 million of the Company’s rental expense for the three months ended September 30, 2022 and 2021, respectively, and $0.8 million and $0.4 million for the nine months ended September 30, 2022 and 2021, respectively.
The Company’s future lease payments (primarily for its 168 non-prepaid ground leases) as of September 30, 2022 were as follows:
Dollars in thousandsOPERATINGFINANCING
2022$3,665 $503 
202315,606 2,139 
202415,193 2,182 
202514,715 2,218 
202614,735 2,255 
2027 and thereafter894,018 398,092 
Total undiscounted lease payments957,932 407,389 
Discount(689,092)(335,011)
Lease liabilities$268,840 $72,378 


17
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Table of Contents
NOTES TO UNAUDITEDTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, – (Continued)cont.
The following is a summarytable provides details of the amortization of deferred leasing costs and financing costsCompany's total lease expense for the three and nine months ended September 30, 20212022 and 2020, respectively (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Amortization expense related to deferred leasing costs$2,190 $2,389 $6,617 $6,398 
Interest expense related to deferred financing costs431 431 1,293 1,293 
2021:

7. Leases
For the three months ended September 30, 2021, no new ground leases have commenced.
Lessee - Maturity of Lease Liabilities
The following table summarizes the future minimum lease obligations of our operating and finance leases as of September 30, 2021 (in thousands):
YearOperating LeasesFinance Leases
2021$2,658 $138 
202210,797 558 
202310,934 563 
202410,277 568 
20259,764 573 
20269,766 583 
Thereafter606,467 35,906 
Total undiscounted lease payments$660,663 $38,889 
Less: Interest(465,548)(23,434)
Present value of lease liabilities$195,115 $15,455 
Lessor - Lease Revenues and Maturity of Future Minimum Rents
For the three months ended September 30, 2021 and 2020, we recognized $190.6 million and $186.3 million, respectively, of rental and other lease-related income related to our operating leases, of which $43.5 million and $42.7 million, respectively, were variable lease payments. For the nine months ended September 30, 2021, and 2020, we recognized $568.4 million and $546.8 million, respectively, of rental and other lease-related income related to our operating leases, of which $130.8 million and $127.3 million, respectively, were variable lease payments.
The following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of September 30, 2021 (in thousands):
YearAmount
2021$140,940 
2022550,592 
2023496,597 
2024439,632 
2025383,815 
2026334,464 
Thereafter1,220,794 
Total$3,566,834 
THREE MONTHS ENDED
September 30,		NINE MONTHS ENDED
September 30,
Dollars in thousands2022202120222021
Operating lease cost
Operating lease expense$4,204 $1,196 $6,613 $3,555 
Variable lease expense1,061 1,016 3,123 2,883 
Finance lease cost
Amortization of right-of-use assets381 90 884 267 
Interest on lease liabilities861 255 1,913 748 
Total lease expense$6,507 $2,557 $12,533 $7,453 
Other information
Operating cash flows outflows related to operating leases$3,847$1,424 $8,443 $5,855 
Operating cash flows outflows related to financing leases$476$151 $1,262 $678 
Financing cash flows outflows related to financing leases$3$6 $3 $162 
Right-of-use assets obtained in exchange for new finance lease liabilities$9,874$1,420 $50,463 $1,420 
Right-of-use assets obtained in exchange for new operating lease liabilities$198,261$8,298 $198,261 $8,298 
Weighted-average years remaining lease term (excluding renewal options) - operating leases50.247.8
Weighted-average years remaining lease term (excluding renewal options) - finance leases60.163.2
Weighted-average discount rate - operating leases5.7 %5.6 %
Weighted-average discount rate - finance leases5.0 %5.4 %

23

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Note 5. Other Assets and Liabilities
Other Assets
Other assets consist primarily of intangible assets, prepaid assets, real estate notes receivable, straight-line rent receivables, accounts receivable, additional long-lived assets and interest rate swaps. Items included in "Other assets, net" on the Company's Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 are detailed in the table below:
Dollars in thousandsSeptember 30, 2022December 31, 2021
Above-market intangible assets, net$86,410 $4,966 
Prepaid assets85,053 58,618 
Real estate notes receivable, net 1
79,036 — 
Straight-line rent receivables78,038 70,784 
Accounts receivable, net36,103 14,072 
Additional long-lived assets, net21,722 20,048 
Interest rate swap assets16,136 — 
Ground lease modification, net8,170 8,511 
Other receivables, net7,258 — 
Debt issuance costs, net6,504 1,813 
Project costs4,001 5,129 
Net investment in lease1,828 — 
Customer relationship intangible assets, net1,134 1,174 
Other6,842 558 
$438,235 $185,673 
         1 In October 2022, an additional amount of $15.0 million was funded for a real estate loan transaction.
Accounts Payable and Accrued Liabilities
The following table provides details of the items included in "Accounts payable and accrued liabilities" on the Company's Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021:
Dollars in thousandsSeptember 30, 2022December 31, 2021
Accrued property taxes$86,192 $35,295 
Accounts payable and capital expenditures61,461 17,036 
Accrued interest24,959 12,060 
Accrued income and franchise taxes2,685 983 
Retainage accrued on construction invoices1,304 2,215 
Other operating accruals54,417 18,519 
$231,018 $86,108 
Other Liabilities
The following table provides details of the items included in "Other liabilities" on the Company's Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021:
Dollars in thousandsSeptember 30, 2022December 31, 2021
Below-market intangible liabilities, net$113,118 $4,931 
Deferred revenue60,675 45,130 
Security deposits28,299 11,116 
Interest rate swap liability— 5,917 
Other1,306 293 
$203,398 $67,387 


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Note 6. Notes and Bonds Payable
The table below details the Company’s notes and bonds payable as of September 30, 2022 and December 31, 2021. 
 
MATURITY DATES 1
BALANCE 2 AS OF
EFFECTIVE INTEREST RATE
as of 9/30/2022
Dollars in thousands9/30/202212/31/2021
$1.5 billion Unsecured Credit Facility 3
10/27$190,600 $— 3.99 %
$700 million Unsecured Credit Facility 3
5/23— 210,000 — %
$1.125 billion Asset Sale Term Loan 4
7/24421,919 — 4.07 %
$350 million Unsecured Term Loan 3
7/25348,735 — 4.10 %
$200 million Unsecured Term Loan 4
5/26199,611 199,460 3.51 %
$300 million Unsecured Term Loan 4 5
10/26299,930 — 2.47 %
$150 million Unsecured Term Loan 5
5/26149,458 149,376 3.32 %
$200 million Unsecured Term Loan 4 5
7/27199,328 — 2.27 %
$300 million Unsecured Term Loan 3
1/28297,764 — 3.56 %
Senior Notes due 20255/25249,025 249,040 4.12 %
Senior Notes due 2026 4
8/26569,786 — 4.94 %
Senior Notes due 2027 4
7/27478,541 — 4.76 %
Senior Notes due 20281/28296,711 296,612 3.85 %
Senior Notes due 2030 4
2/30562,974 — 5.30 %
Senior Notes due 20303/30296,787 296,813 2.72 %
Senior Notes due 2031 4
3/31628,617 — 5.13 %
Senior Notes due 20313/31295,424 295,374 2.25 %
Mortgage notes payable8/23-12/2684,929 104,650 3.97 %
$5,570,139 $1,801,325 
1Includes extension options.
2Balance is presented net of discounts and issuance costs and inclusive of premiums, where applicable.
3On July 20, 2022, the Company entered into an amended and restated credit facility which included a $1.5 billion revolving credit facility, replacing Legacy HR's $700 million credit facility.
4Debt instruments assumed as part of the Merger with Legacy HTA on July 20, 2022. Amounts shown represent fair value adjustments.
5The effective interest rate includes the impact of interest rate swaps on $675.0 million at a weighted average rate of 1.57% (plus the applicable margin rate, currently 105 basis points).

HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Changes in Debt Structure
8. DebtMortgage payoffs
Debt consisted ofOn February 18, 2022, the following as of September 30, 2021 and December 31, 2020, respectively (in thousands):
September 30, 2021December 31, 2020
Unsecured revolving credit facility$50,000 $— 
Unsecured term loans500,000 500,000 
Unsecured senior notes2,550,000 2,550,000 
Fixed rate mortgages— — 
$3,100,000 $3,050,000 
Deferred financing costs, net(16,921)(19,157)
Premium, net(3,889)(3,844)
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 and an unsecured term loan of $300.0 million. The maximum principal amount of the Unsecured Credit Agreement may be increased by up to $750.0 million, subject to certain conditions, forCompany repaid in full 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 accruemortgage note payable bearing interest at a rate equal to adjusted LIBOR, plusof 4.70% that encumbered a margin ranging from 0.83% to 1.55% per annum based on our credit rating. We also pay56,762 square foot property in California. The aggregate payoff price of $12.6 million consisted of outstanding principal of $11.0 million and a facility fee ranging from 0.13% to 0.30% per annum on the aggregate commitments under the unsecured revolving credit facility. As"make-whole" amount of September 30, 2021, we had $50.0approximately $1.6 million. The unamortized premium of $0.8 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 $300.0unamortized cost on this note of $0.1 million unsecured term loan, guaranteed by HTA. Borrowings under this unsecured term loan accrue interest equal to adjusted LIBOR, plus a margin ranging from 0.90% to 1.75% per annum based on our credit rating. The margin associated with our borrowings as of September 30, 2021 was 1.10% per annum. 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 September 30, 2021, we had $300.0 million under this unsecured term loan outstanding.
Third Amended and Restated Revolving Credit and Term Loan Agreementwere written off upon payoff.
On October 6, 2021, we entered intoFebruary 24, 2022, the Company repaid in full 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 bearmortgage note payable bearing interest at a per annum rate equal to LIBOR plusof 6.17% that encumbered a margin ranging from 0.725% to 1.60% based on our credit rating. We are also required to pay a facility fee on80,153 square foot property in Colorado, in conjunction with the disposition of the property. 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 Revolverpayoff price of $6.4 million consisted of outstanding principal of $5.8 million and a base rate plus a margin"make-whole" amount of 0.00%approximately $0.6 million. The unamortized premium of $0.1 million was written off upon payoff.
Exchange Offer
In connection with the Merger, the OP offered to 0.60% with respectexchange all validly tendered and accepted notes of each series previously issued by Legacy HR (the “Old HR Notes”) for (i) up to $250,000,000 of 3.875% Senior Notes due 2025 (the “2025 Notes”), (ii) up to $300,000,000 of 3.625% Senior Notes due 2028 (the “2028 Notes”), (iii) up to $300,000,000 of 2.400% Senior Notes due 2030 (the “2030 Notes”) and (iv) up to $300,000,000 of 2.050% Senior Notes due 2031 to be issued by the Term Loan, each based on our credit rating. The Credit Agreement includes customary LIBOR replacement termsOP (the “2031 Notes” and, contains a sustainability-linked feature, which allows for a reduction in pricing upon our realization of certain sustainability ratings. The other termscollectively, the “New HR Notes”) and solicited consents from holders of the Credit Agreement priorOld HR Notes to amend the amendment thereof remainindenture governing the Old HR Notes to eliminate substantially unchanged.all of the restrictive covenants in such indenture (the “Exchange Offers”). The New HR Notes were issued pursuant to an indenture dated July 22, 2022, among the OP, Legacy HTA and U.S. Bank Trust Company, National Association, as trustee, as
24

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
supplemented by the first supplemental indenture, dated as of July 22, 2022, the second supplemental indenture, dated as of July 22, 2022, the third supplemental indenture, dated as of July 22, 2022 and the fourth supplemental indenture, dated as of July 22, 2022. Legacy HTA guaranteed the New HR Notes pursuant to (i) a guarantee of the 2025 Notes, (ii) a guarantee of the 2028 Notes, (iii) a guarantee of the 2030 Notes, and (iv) a guarantee of the 2031 Notes, each dated July 22, 2022. Legacy HTA and the OP filed a registration statement on Form S-4 (File No. 333-265593) relating to the issuance of the New HR Notes with the Securities and Exchange Commission (the “SEC”) on June 14, 2022, which was declared effective by the SEC on June 28, 2022. The following sets forth the results of the Exchange Offers:
Series of Old HR NotesTenders and Consents Received as of the Expiration DatePercentage of Total Outstanding Principal Amount of Such Series of Old HR Notes
3.875 %Senior Notes due 2025$235,016,00094.01 %
3.625 %Senior Notes due 2028$290,246,00096.75 %
2.400 %Senior Notes due 2030$297,507,00099.17 %
2.050 %Senior Notes due 2031$298,858,00099.62 %

Senior Notes Assumed with the Merger
In connection with the Merger, the Company assumed senior notes ("Legacy Senior Notes") that were originated on various dates prior to the date of the Merger by the OP (formerly, Healthcare Trust of America Holdings, LP). These notes are all fully and unconditionally guaranteed by the Company and have semi-annual payment requirements. In addition, the Legacy Senior Notes carry customary restrictive financial covenants, including limitations on our ability to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. In addition, the corresponding indentures provide for the ability to redeem the Legacy Senior Notes, subject to certain "make whole" call provisions. The Legacy Senior Notes assumed by the Company consist of the following:
 COUPONPRINCIPAL OUTSTANDING AS OF
Dollars in thousandsFACE VALUE9/30/202212/31/2021
Senior Notes due 20263.50%$600,000 $600,000 $— 
Senior Notes due 20273.75%500,000 500,000 — 
Senior Notes due 20303.10%650,000 650,000 — 
Senior Notes due 20312.00%800,000 800,000 — 
$2,550,000 $2,550,000 $— 
Credit Facilities
In connection with the effectiveness of the Merger, Legacy HR (in a limited capacity), Legacy HTA and the OP entered into the Fourth Amended and Restated Credit and Term Loan Agreement (the “Credit Facility”) with Wells Fargo Bank, National Association, as Administrative Agent; Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., and Citibank, N.A., as Joint Book Runners; Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., U.S. Bank National Association, Citibank, N.A., The Bank of Nova Scotia, Capital One, National Association, U.S. Bank National Association, and PNC Capital Markets LLC, as Joint Lead Arrangers; and the other lenders named therein. The Credit Facility restructured the parties’ existing bank facilities and added additional borrowing capacities for the Company following the Merger. The OP is the borrower under the Credit Facility (in such capacity, the “Borrower”).
•Legacy HR’s existing $700.0 million revolving credit facility under the Amended and Restated Credit Agreement, dated as of May 31, 2019 (as amended, restated, replaced, supplemented, or otherwise modified from time to time prior to July 20, 2022, the “Existing HR Revolving Credit Agreement”), by and among Legacy HR, the lenders party thereto from time to time and their assignees, as lenders, and Wells Fargo Bank, National Association, as the administrative agent (the “WF Administrative Agent”), was terminated, all outstanding obligations in respect thereof were deemed paid in full and all commitments thereunder were permanently reduced to zero and terminated.


HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
$200.0 Million Unsecured Term Loan due 2024
Borrowings under the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from 0.75% to 1.65% per annum based on our credit rating. The margin associated with our borrowings as of September 30, 2021 was 1.00% per annum. We have interest rate swaps hedging the floating index rate, which resulted in a fixed interest rate at 2.32% per annum, based on our current credit rating. As of September 30, 2021, we had $200.0 million under this unsecured term loan outstanding. This loan matures on January 15, 2024.
$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 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 September 30, 2021, we had $500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.
$650.0 million Unsecured Senior Notes due 2030
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 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 September 30, 2021, we had $800.0 million of these unsecured senior notes outstanding that mature on March 15, 2031.
Future Debt Maturities
The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of September 30, 2021 (in thousands):
YearAmount
2021$— 
202250,000 
2023300,000 
2024200,000 
2025— 
Thereafter2,550,000 
Total$3,100,000 
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITEDTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, – (Continued)cont.
Deferred Financing Costs•Legacy HR’s existing $200.0 million term loan facility and existing $150.0 million term loan facility under the Amended and Restated Term Loan Agreement, dated as of May 31, 2019 (as amended, restated, replaced, supplemented, or otherwise modified from time to time prior to July 20, 2022, the “Existing HR Term Loan Agreement”), by and among Legacy HR, the lenders party thereto from time to time and their assignees, as lenders, and the WF Administrative Agent, in each, case, were deemed continued and assumed by the Borrower under the Credit Facility, and the Existing HR Term Loan Agreement was terminated.
◦The existing $200.0 million term loan facility was amended to: (a) conform to the terms of the Borrower’s other term loan facilities under the Credit Facility; (b) include two one-year extension options, resulting in a latest final maturity in May 2026; and (c) reprice to align with the pricing for the Borrower’s other term loan facilities under the Credit Facility; and
◦The existing $150.0 million term loan facility was amended to conform to the terms of the Borrower’s other term loan facilities under the Credit Facility, and the existing maturity in June 2026 remains unchanged under the Credit Facility.
•Legacy HTA’s and the OP’s existing $1.0 billion revolving credit facility was upsized to $1.5 billion (the “Revolver”) pursuant to the Credit Facility. The Revolver currently matures in October 2025, and the Credit Facility adds an additional one-year extension option for the Revolver, for a total of two one-year extension options.
•Legacy HTA’s and the OP’s existing $300.0 million term loan facility was deemed continued pursuant to the Credit Facility and was amended to conform to the terms of the Borrower’s other term loan facilities under the Credit Facility. The existing maturity in October 2025 remains unchanged under the Credit Facility.
•Legacy HTA’s and the OP’s existing $200.0 million term loan facility was deemed continued pursuant to the Credit Facility and was amended to (a) conform to the terms of the Borrower’s other term loan facilities under the Credit Facility; (b) extend the maturity from January 2024 to July 20, 2027; and (c) reprice to align with the pricing for the Borrower’s other term loan facilities under the Credit Facility.
•The Credit Facility provides for a new $350.0 million delayed-draw term loan facility that is available to be drawn for 12 months after July 20, 2022 and has an initial maturity date of July 20, 2023, with two one-year extension options. As of September 30, 2021,2022, the future amortization$350.0 million Credit Facility was drawn in full. The terms of our deferred financing costs is as follows (in thousands):
YearAmount
2021$831 
20222,985 
20232,489 
20242,096 
20252,084 
Thereafter6,436 
Total$16,921 

Debt Covenants
We are required byany delayed draw term loans funded thereunder conform to the terms of our applicablethe Borrower’s other term loan agreements to meet various affirmativefacilities under the Credit Facility, and negative covenantsthe pricing for such delayed draw term loans aligns with the pricing for the Borrower’s other term loan facilities under the Credit Facility.
•The Credit Facility provides for a new $300.0 million term loan facility that we believe are customary for these typeswas funded on July 20, 2022 and has a maturity date of facilities,January 20, 2028, with no extension options. The terms of 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. Ourterm loan agreements also impose various financial covenants on us, such as a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a minimum tangible net worth covenant, a maximum ratio of unsecured indebtedness to unencumbered asset value, rent coverage ratios and a minimum ratio of unencumbered Net Operating Income to unsecured interest expense. As of September 30, 2021, we believe that we were in compliance with all such financial covenants and reporting requirements. 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, exceptfacility conform to the extent necessary for us to maintain our REIT status. We have also concluded as of September 30, 2021, that we were not aware of non-compliance with any financial or non-financial covenants in lightterms of the ongoing COVID-19 pandemic.Borrower’s other term loan facilities under the Credit Facility, and the pricing for such term loan facility aligns with the pricing for the Borrower’s other term loan facilities under the Credit Facility.
9.Note 7. Derivative Financial Instruments and Hedging Activities
Risk Management Objective of Using Derivative Financial InstrumentsDerivatives
We may use derivative financial instruments,The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, swaps, caps, options, floorsliquidity, and other interest rate derivative contracts, to hedge all or a portioncredit risk, primarily by managing the amount, sources, and duration 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 operatingits assets 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. Theliabilities and the use of derivative financial instruments carries certain risks, includinginstruments. Specifically, the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enterCompany enters into derivative financial instruments with counterparties with high credit ratingsto manage exposures that arise from business activities that result in the receipt or payment of future known and with major financial institutions withuncertain cash amounts, the value of 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 onare determined by interest rate swap derivative assets in order to properly reflect the credit quality of the counterparty. In addition, the fair value ofrates. The Company’s derivative financial instruments designated asare used to manage differences in the amount, timing, and duration of the Company’s known or expected cash flow hedges are adjustedreceipts and its known or expected cash payments principally related to reflect the impactCompany’s borrowings.



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Table of our credit quality.Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Cash Flow Hedges of Interest Rate Risk
OurThe Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage ourits exposure to interest rate movements. To accomplish this objective, wethe Company primarily useuses interest rate swaps and treasury locks as part of ourits 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 usthe Company making fixed ratefixed-rate payments over the life of the agreements without an exchange of the underlying notional amount. A treasury lockSuch derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.
For derivatives designated, and that qualify, as cash flow hedges of interest rate risk, the gain or loss on the derivative is a synthetic forward sale of a U.S. treasury note,recorded in Accumulated Other Comprehensive Income (Loss) ("AOCI") and subsequently reclassified into interest expense in the same period(s) during 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.
hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income in the accompanying condensed consolidated balance sheetsAOCI related to derivatives will be reclassified to interest expense as interest payments are made on our variable ratethe Company’s 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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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
As of September 30, 2021, we2022, the Company had the following15 outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:
EXPIRATION DATEAMOUNTWEIGHTED
AVERAGE RATE
December 16, 202275,000 2.37 %
January 31, 2023$300,000 1.42 %
January 15, 2024 1
200,000 1.21 %
May 1, 2026 1
100,000 2.15 %
$675,000 1.57 %
1 Derivatives hedge one-month term SOFR.

Subsequent to September 30, 2022, the Company entered into two additional interest rate swaps totaling $250.0 million with multiple counterparties, with both expiring in 2027. The Company designated these interest rate swaps as cash flow hedges of interest rate risk (in thousands, except numberin the fourth quarter of instruments):2022.
Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet
The table below presents the fair value of the Company's derivative financial instruments, as well as their classification on the Condensed Consolidated Balance Sheet as of September 30, 2022.
Interest Rate SwapsSeptemberBALANCE AT SEPTEMBER 30, 20212022
Number ofIn thousandsBALANCE SHEET LOCATIONFAIR VALUE
Derivatives designated as hedging instruments
7Interest rate swapsOther assets$16,136 
Notional amount$500,000 

Tabular Disclosure of the Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss)
The table below presents the fair valueeffect of our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively (in thousands):
 Asset DerivativesLiability Derivatives
  Fair Value at:Fair Value at:
Derivatives Designated as Hedging Instruments:Balance Sheet
Location		September 30, 2021December 31, 2020Balance Sheet
Location		September 30, 2021December 31, 2020
Interest rate swapsReceivables and other assets$— $— Derivative financial instruments$9,377 $14,957 
The table below presents the gain or loss recognizedhedge accounting on our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated statements of operations forAOCI during the three and nine months ended September 30, 2022 and 2021 and 2020, respectively (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
Effect of Derivative InstrumentsLocation in Statement of Operations and Comprehensive Income (Loss)2021202020212020
Gain (loss) recognized in OCIChange in unrealized losses on cash flow hedges$(273)$521 $740 $(25,932)
Gain (loss) reclassified from accumulated OCI into incomeInterest expense(1,708)(1,533)(5,010)(2,260)
related to the Company's outstanding interest rate swaps.
GAIN RECOGNIZED IN
AOCI ON DERIVATIVE
three months ended September 30,		LOSS RECLASSIFIED FROM
AOCI INTO INCOME
three months ended September 30,
In thousands2022202120222021
Interest rate swaps$(6,083)$(36)Interest expense$614 $982 
Settled treasury hedges— — Interest expense107 107 
Settled interest rate swaps— — Interest expense42 42 
 $(6,083)$(36)Total interest expense$763 $1,131 

Credit Risk Related


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Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
GAIN RECOGNIZED IN
AOCI ON DERIVATIVE
nine months ended September 30,		LOSS RECLASSIFIED FROM
AOCI INTO INCOME
nine months ended September 30,
In thousands2022202120222021
Interest rate swaps$(12,905)$(2,079)Interest expense$2,226 $2,894 
Settled treasury hedges— — Interest expense320 320 
Settled interest rate swaps— — Interest expense126 126 
 $(12,905)$(2,079)Total interest expense$2,672 $3,340 
The Company estimates that $4.8 million related to active interest rate swaps will be reclassified from AOCI as a decrease to interest expense over the next 12 months, and that $0.6 million related to settled interest rate swaps will be amortized from AOCI as an increase to interest expense over the next 12 months.
Credit-risk-related Contingent Features
We haveThe Company's agreements with each of ourits derivative counterparties that contain a cross-default provision thatunder which the Company could be declared in default of its derivative obligations if we default on any of our indebtedness, including a default where repayment of the underlying indebtedness has not beenis accelerated by the lender then we could also be declared indue to the Company's default on our derivative obligations.
We also have agreements with each of our derivative counterparties that incorporate provisions from our indebtedness with a lender affiliate of the derivative counterparty requiring it to maintain certain minimum financial covenant ratios on our indebtedness. Failure to comply with the covenant provisions would result in us being in default on any derivative instrument obligations covered by these agreements.
As of September 30, 2021,2022, the fair value of derivatives in a net liabilityasset position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $9.6$16.5 million. As of September 30, 2021, we have2022, the Company has not posted any collateral related to these agreements and we werewas 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.agreement.
10.Note 8. Commitments and Contingencies
LitigationLegal Proceedings
We engage in litigationThe Company is, from time to time, with various parties as a routine partinvolved in litigation arising in the ordinary course of our business, including tenant defaults. However, we arebusiness. The Company is not presently subject toaware of any materialpending or threatened litigation nor, to our knowledge, is any material litigation threatenedthat, if resolved against us, which if determined unfavorably to us,the Company, would have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Environmental Matters
We routinely monitor our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our condensed consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability at our properties that we believe would require additional disclosure or the recording of a loss contingency.
Unfunded Loan Commitments
Unfunded loan commitments include amounts undrawn on mezzanine loans. As of September 30, 2021, unfunded loan commitments totaled $15.4 million.
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 condensedCompany’s consolidated financial position, results of operations or cash flows.
Development and Redevelopment Activity
11. Stockholders’ EquityDuring the third quarter of 2022, the Company continued the redevelopment of a 217,114 square foot medical office building in Dallas, Texas. As of September 30, 2022, the Company had funded approximately $11.1 million in project costs. The building continues to operate with in-place leases during construction. The first new tenant lease of the redevelopment commenced in the first quarter of 2022.
During the third quarter of 2022, the Company continued the redevelopment of a medical office building in Tacoma, Washington. As of September 30, 2022, the Company had funded approximately $10.3 million in project costs. The redevelopment includes interior 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 equalexterior improvements to the dividend distributions paidexisting building, plus the addition of 23,000 square feet. The Company expects the 23,000 square foot tenant lease for the expansion space to commence in the fourth quarter of 2022.
The Company continued the development of a medical office building in Nashville, Tennessee. The Company is constructing a new 106,194 square foot medical office building with the initial tenant lease expected to commence in the third quarter of 2023. As of September 30, 2022, the Company had funded approximately $15.3 million in project costs. The redevelopment includes the demolition of an existing 81,000 square foot medical office building. The Company recognized an impairment charge of $5.0 million related to the holderexisting building in 2021.
The Company is financing the construction of one sharea two building medical office complex in Orlando, Florida. The 156,566 square foot development is expected to be complete in the second quarter of our common stock. In addition, for each share2024. As of September 30, 2022, the Company had funded approximately $10.6 million towards the project costs.
The Company, through a joint venture partnership, continued the development of a medical office building in Raleigh, North Carolina. This joint venture expects to construct a new 120,694 square foot medical office building that is projected to be complete in the fourth quarter of 2024. As of September 30, 2022, the joint venture had funded approximately $15.3 million towards the project costs.
The Company is redeveloping three medical office buildings totaling 259,290 square feet in Washington, DC. The Company has approved a leasing plan with a capital outlay that is expected to be completed in the second quarter of


24


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
2024. As of September 30, 2022, the Company had funded $2.0 million in project costs.
Note 9. Stockholders' Equity
Common Stock    
The following table provides a reconciliation of the beginning and ending shares of common stock issued or redeemed by HTA, HTALP issues or redeems a corresponding number of OP Units.outstanding for the nine months ended September 30, 2022 and the twelve months ended December 31, 2021:
Common Stock Offerings
NINE MONTHS ENDED SEPTEMBER 30, 2022TWELVE MONTHS ENDED DECEMBER 31, 2021
Balance, beginning of period150,457,433 139,487,375 
Issuance of common stock229,615,152 10,899,301 
Non-vested share-based awards, net of withheld shares499,705 70,757 
Balance, end of period380,572,290 150,457,433 
In March 2021, we entered intoAt-The-Market Equity Offering Program
The Company has equity distribution agreements with various sales agents with respect to ourthe at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $750.0 million, which replaced our prior ATM offering program that expired in February 2021.million. As of September 30, 2021,2022, $750.0 million remained available for issuance by us under our current ATM.ATM offering program.
Common Stock Dividends
During the nine months ended September 30, 2021, we issued 2.0 million shares of our2022, the Company declared and paid common stock under our prior ATM program for net proceedsdividends totaling $0.93 per share. On November 2, 2022, the Company declared a quarterly common stock dividend in the amount of approximately $53.7 million, adjusted for costs to borrow, equating to a net price to us of $26.87$0.31 per share payable on November 30, 2022 to stockholders of record on November 15, 2022.
Earnings Per Common Share
The Company uses the two-class method of computing net earnings per common stock.
Additionally, we have 3 outstanding forward sale arrangementsshares. The Company's non-vested share-based awards are considered participating securities pursuant to forward equity agreements under our prior ATM program, with total anticipated net proceeds of $218.8 million based on an average initial forward price of $29.49, subject to adjustments as provided in the forward equity agreements. All 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.two-class method.
Stock Repurchase Plan
In September 2020, our Board of Directors approved the reactivation of a stock repurchase plan authorizing us to purchase up to $300.0 million of our common stock from time to time prior to the expiration thereof on September 22, 2023. As of September 30, 2021, the remaining amount of common stock available for repurchase under our stock repurchase plan was $300.0 million.
Common Stock Dividends
See our accompanying condensed consolidated statements of equity and condensed statements of changes in partners’ capital for the dividends declared duringDuring the three and nine months ended September 30, 2021 and 2020. As of September 30, 2021, declared, but unpaid, dividends totaling $73.3 million were included in accounts payable and accrued liabilities. On November 4, 2021, our Board of Directors announced a quarterly cash dividend of $0.325 per share2022, the Company did not enter into any forward sale agreements to sell shares of common stock through the Company's ATM offering program.
The following table sets forth the computation of basic and diluted earnings per OP Unit to be paid on January 11, 2022 to stockholders and unitholders of record on January 4, 2022.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
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 availablecommon share for issuance under the Plan is 10,000,000 shares. As of September 30, 2021, there were 9,854,721 awards available for grant under the Plan.
Restricted Common Stock
For the three and nine months ended September 30, 2022 and 2021.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
Dollars in thousands, except per share data2022202120222021
Weighted average common shares outstanding
Weighted average common shares outstanding330,788,997 145,594,127 211,740,767 143,305,737 
Non-vested shares(1,983,742)(1,776,508)(1,933,957)(1,784,544)
Weighted average common shares outstanding - basic328,805,255 143,817,619 209,806,810 141,521,193 
Weighted average common shares outstanding - basic328,805,255 143,817,619 209,806,810 141,521,193 
Dilutive effect of forward equity shares— — — 14,036 
Dilutive effect of OP Units3,167,668 — 1,067,493 — 
Dilutive effect of employee stock purchase plan58,461 — 69,687 78,200 
Weighted average common shares outstanding - diluted332,031,384 143,817,619 210,943,990 141,613,429 
Net Income (loss) attributable to common stockholders$28,304 $(2,066)$76,661 $45,052 
Dividends paid on nonvested share-based awards(610)(537)(1,817)(1,617)
Net income (loss) applicable to common stockholders- basic$27,694 $(2,603)$74,844 $43,435 
Net income attributable to OP units312 — 312 — 
Net income (loss) applicable to common stockholders - diluted$28,006 $(2,603)$75,156 $43,435 
Basic earnings per common share - net income$0.08 $(0.02)$0.36 $0.31 
Diluted earnings per common share - net income$0.08 $(0.02)$0.35 $0.31 


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.

The effect of non-vested stock awards totaling 911,594 shares, options under the Company's Employee Stock Purchase Plan (the "ESPP") to purchase the Company's stock totaling 63,383 shares, and the dilutive impact of forward-equity contracts outstanding for 14,734 shares of common stock for the three months ended September 30, 2021 we recognized compensation expensewere excluded from the calculation of $0.3diluted loss per common share because the effect was anti-dilutive due to the loss from continuing operations incurred during that period.
Incentive Plans
Restricted Common Shares
During the nine months ended September 30, 2022, the Company made the following stock awards:
•During the first quarter of 2022, the Company granted non-vested stock awards to its named executive officers and other members of senior management and employees with a grant date fair value of $13.0 million, and $5.0which consisted of an aggregate of 415,184 non-vested shares with vesting periods ranging from three to eight years.
•During the second quarter of 2022, the Company granted non-vested stock awards to eight of its directors with a grant date fair value of $0.8 million, respectively. Forwhich consisted of an aggregate of 26,840 non-vested shares, with a one-year vesting period.
•During the third quarter of 2022, the Company granted non-vested stock awards to its 12 non-employee directors with a grant date fair value of $1.8 million, which consisted of an aggregate of 70,816 non-vested shares, with vesting periods ranging from one to three years. The Company also granted non-vested stock awards to an employee, which consisted of 1,036 non-vested shares as a discretionary grant.
A summary of the activity under the Company's share-based incentive plans for the three and nine months ended September 30, 2020, we recognized compensation expense of $1.8 million2022 and $7.1 million, respectively. Substantially all compensation expense was recorded in general and administrative expenses2021 is included in the accompanying condensed consolidated statements of operations.table below.
As of September 30, 2021, we had $8.3 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.7 years.
The following is a summary of our restricted common stock activity as of September 30, 2021 and 2020, respectively:
September 30, 2021September 30, 2020THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
Restricted Common StockWeighted
Average Grant
Date Fair Value		Restricted Common StockWeighted
Average Grant
Date Fair Value		 2022202120222021
Beginning balance436,399 $28.27 600,987 $28.04 
Share-based awards, beginning of periodShare-based awards, beginning of period1,941,709 1,778,308 1,562,028 1,766,061 
GrantedGranted499,567 27.63 273,503 29.83 Granted71,852 — 513,876 203,701 
VestedVested(295,494)27.48 (420,863)28.95 Vested(7,434)— (68,481)(191,454)
ForfeitedForfeited(152,087)27.31 (11,398)28.88 Forfeited(4,130)(2,957)(5,426)(2,957)
Ending balance488,385 $28.39 442,229 $28.26 
Share-based awards, end of periodShare-based awards, end of period2,001,997 1,775,351 2,001,997 1,775,351 

During the nine months ended September 30, 2022 and 2021, the Company withheld 8,745 and 51,972 shares of common stock, respectively, from participants to pay estimated withholding taxes related to shares that vested.
12. Fair ValueRestricted Stock Units
Prior to 2022, the Company granted long-term incentive awards, comprised of Financial Instrumentsrestricted stock, based on backward-looking performance measured at the end of the calendar year. The Company adopted a new incentive compensation structure effective January 2022, comprised of restricted stock and restricted stock units ("RSUs"). The RSUs are granted at the beginning of the year with three-year forward-looking performance targets.
Financial Instruments Reported at Fair Value - RecurringOn January 3, 2022, the Company granted RSUs to its named executive officers and certain other officers, with a grant date fair value of $9.7 million, which consisted of an aggregate 294,932 RSUs with a five-year vesting period.
Approximately 43% of the RSUs vest based on two market performance conditions. Relative and absolute total shareholder return ("TSR") awards containing these market performance conditions were valued using independent specialists. The table below presentsCompany utilized a Monte Carlo simulation to calculate the carrying amounts andweighted average grant date fair values of our financial instruments on a recurring basis as of September 30, 2021$30.56 for the absolute TSR component and December 31, 2020, respectively (in thousands):
September 30, 2021December 31, 2020
Carrying AmountFair ValueCarrying AmountFair Value
Level 2 - Assets:
Real estate notes receivable, net$53,111 $53,083 $— $— 
Derivative financial instruments— — — — 
Level 2 - Liabilities:
Derivative financial instruments$9,377 $9,377 $14,957 $14,957 
Debt3,079,190 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$41.30 for real estate notes receivable are estimated based on rates currently prevailingthe relative TSR component for similar instruments of similar maturities and are based primarily on Level 2 inputs. Although we have determined that the majority ofJanuary 2022 grant using 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.following assumptions:
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITEDTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, – (Continued)cont.

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 September 30, 2021 and December 31, 2020 (in thousands):
THREE MONTHS ENDED MARCH 31,
September 30, 2021Volatility30.0 December 31, 2020%
Dividend assumptionFair ValueAccrued
Expected termFair Value3 years
Level 2 - Assets:Risk-free rate1.02 %
MOB Stock price (per share)(1)
$31.6826,768 $— 
(1) DuringThe remaining 57% of the restricted stock units vest upon certain operating performance conditions. With respect to the operating performance conditions of the January grant, the grant date fair value was $31.68 based on the Company's share price on the date of grant. The combined weighted average grant date fair value of the January restricted stock units was $33.04 per share.
The following is a summary of the RSU activity during the three and nine months ended September 30, 2021, we recognized $16.8 million of impairment charges2022:
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
 Restricted Stock UnitsWeighted Average Grant Date Fair ValueRestricted Stock UnitsWeighted Average Grant Date Fair Value
Non-vested, beginning of period294,932 — — — 
Granted— — 294,932 $33.04 
Vested— — — — 
Non-vested as of September 30, 2022294,932 294,932 

Employee Stock Purchase Plan
Legacy HR maintained an ESPP prior to the carrying valuecompletion of 2 MOBs, one of which was sold as of September 30, 2021.the Merger. The estimated fair value as of September 30, 2021 for the remaining MOB was based on theoutstanding options to purchase price set forth in an executed purchase option, less estimated closing costs.
13. Per Share Data of HTA
During the nine months ended September 30, 2021, we issued 2.0 million shares of ourthe common stock under our ATM for net proceeds of approximately $53.7 million, adjusted for costsLegacy HR became options 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 3purchase Class A Common Stock of the arrangements have been extended and mature on December 31, 2021.
To account for the forward equity agreements, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward equity agreements were not liabilities as they did not embody obligations to repurchase our shares of common stock nor did they embody obligations to issue a variable number of shares for which the monetary value was predominately fixed, varying with something other than the fair valueCompany upon completion of the shares, or varying inversely in relation toMerger. No new options will be granted under 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) noneESPP. A summary of the agreements’ exercise contingencies were based on observable markets or indices besides those related toactivity under the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to our own common stock.
In addition, we considered the potential dilution resulting from the forward equity agreements mentioned above on our earnings per common share calculations. We use the treasury method to determine the dilution resulting from the forward equity agreements during the period of time prior to settlement. The impact to our weighted-average shares - diluted was anti-dilutive in nature and, thus, approximately 96,000 and 324,000 shares were excluded from the calculationESPP for the three and nine months ended September 30, 2021. For the three2022 and nine months ended September 30, 2020, the impact to our weighted-average shares - diluted was anti-dilutive in nature and, thus, approximately 1.1 million and 0.8 million shares, respectively, were excluded from the calculation.
We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method. The resulting classes are our common stock and restricted stock. Our forward equity agreements are not considered a participating security and, therefore, are not2021 is included in the computationtable below.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
 2022202120222021
Outstanding and exercisable, beginning of period405,534 389,414 348,514 341,647 
Granted— — 255,960 253,200 
Exercised(4,576)(5,323)(17,094)(24,300)
Forfeited(37,628)(18,961)(83,417)(60,995)
Expired— — (140,633)(144,422)
Outstanding and exercisable, end of period363,330 365,130 363,330 365,130 
Note 10. Fair Value of earnings per shareFinancial Instruments
The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practical to estimate that value.
•Cash and cash equivalents - The carrying amount approximates fair value due to the short term maturity of these investments.
•Real estate notes receivable - Real estate notes receivable are recorded in other assets on the Company's Condensed Consolidated Balance Sheets. Fair value is estimated using cash flow analyses, based on current interest rates for similar types of arrangements.
•Borrowings under the two-class method. For the three and nine months ended September 30, 2021 and 2020, all of our earnings were distributedUnsecured Credit Facility and the calculated earnings per shareTerm Loans Due 2024 and 2026 - The carrying amount would beapproximates fair value because the sameborrowings are based on variable market interest rates.
•Senior Notes and Mortgage Notes payable - The fair value of notes and bonds payable is estimated using cash flow analyses, based on the Company’s current interest rates for all classes.similar types of borrowing arrangements.
•Interest rate swap agreements - Interest rate swap agreements are recorded in other liabilities on the Company's Condensed Consolidated Balance Sheets at fair value. Fair value is estimated by utilizing pricing models that consider forward yield curves and discount rates.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.

The table below details the fair values and carrying values for notes and bonds payable and real estate notes receivable at September 30, 2022 and December 31, 2021.
 September 30, 2022December 31, 2021
Dollars in millionsCARRYING VALUEFAIR VALUECARRYING VALUEFAIR VALUE
Notes and bonds payable 1
$5,570.1 $5,321.0 $1,801.3 $1,797.4 
Real estate notes receivable 1
$79.0 $79.0 $— $— 
1Level 2 – model-derived valuations in which significant inputs and significant value drivers are observable in active markets.



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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 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,
 2021202020212020
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 - basic218,820 218,549 218,798 217,911 
Dilutive shares - OP Units convertible into common stock3,991 — 3,672 3,610 
Adjusted weighted average shares outstanding - diluted222,811 218,549 222,470 221,521 
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 nine months ended September 30, 2021 and 2020, respectively (in thousands, except per unit data):
 Three Months Ended September 30,Nine Months Ended September 30,
 2021202020212020
Numerator:
Net income (loss)$22,042 $(6,932)$83,174 $25,001 
Net income attributable to non-controlling interests— — — — 
Net income (loss) attributable to common unitholders$22,042 $(6,932)$83,174 $25,001 
Denominator:
Weighted average OP Units outstanding - basic222,811 222,101 222,470 221,521 
Dilutive units - OP Units convertible into common units— — — — 
Adjusted weighted average units outstanding - diluted222,811 222,101 222,470 221,521 
Earnings per common unit - basic:
Net income (loss) attributable to common unitholders$0.10 $(0.03)$0.37 $0.11 
Earnings per common unit - diluted:
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 nine months ended September 30, 2021 and 2020, respectively (in thousands):
Nine Months Ended September 30,
20212020
Supplemental Disclosure of Cash Flow Information:
Interest paid, net of capitalized interest$79,119 $81,889 
Cash paid for operating leases10,968 8,922 
Supplemental Disclosure of Noncash Investing and Financing Activities:
Accrued capital expenditures$15,600 $13,139 
Dividend distributions declared, but not paid73,307 71,072 
Issuance of OP Units in HTALP in connection with acquisitions35,785 — 
Redemption of non-controlling interest859 8,685 
ROU assets obtained in exchange for lease obligations7,353 696 

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Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The use of
Disclosure Regarding Forward-Looking Statements
This report and other materials the words “we,” “us,”Company has filed or “our” refers to HTAmay file with the Securities 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,Exchange Commission (the "SEC"), as well as information included in oral statements or other written statements made, or to be made, by management of the Company, contain, or will contain, disclosures that are “forward-looking statements.” Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “target,” “intend,” “plan,” “estimate,” “project,” “continue,” “should,” “could," "budget" and other comparable terms, and include, but are not limited to, statements related to the anticipated timing, financing benefits and financial and operational impact of the Merger. These forward-looking statements are based on the Company's current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with: diverting the attention the Company's management from ongoing business operations; failure to realize the expected benefits of the Merger; significant transaction costs and/or unknown or inestimable liabilities of the Merger; the risk that Legacy HR's and Legacy HTA’s respective businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; risks related to future opportunities and plans for the Company, including the uncertainty of expected future financial performance and results of the Company; the possibility that, if the Company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of the Company’s common stock could decline; general adverse economic and local real estate conditions; the inability of significant tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; increases in interest rates; increases in operating expenses and real estate taxes; changes in the dividend policy for the Company’s common stock or its ability to pay dividends; impairment charges; pandemics or other health crises, such as COVID-19; and other risks and uncertainties affecting the Company, including those described from time to time under the caption “Risk Factors” and elsewhere in the Company’s filings and reports with the audited consolidated financialSEC, including Legacy HR’s and Legacy HTA's Annual Reports on Form 10-K for the year ended December 31, 2021. Moreover, other risks and uncertainties of which the Company is not currently aware may also affect the Company's forward-looking statements accompanying notes and Management’s Discussionmay cause actual results and Analysisthe timing of Financial Conditionevents to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.
Stockholders and Resultsinvestors are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in the Company’s filings and reports, including, without limitation, estimates and projections regarding the performance of Operations included in our 2020development projects the Company is pursuing.
For a detailed discussion of the Company’s risk factors, please refer to the Company's, Legacy HR's and Legacy HTA's filings with the SEC, including this report and Item 1A. Risk Factors herein and Legacy HR's and Legacy HTA's Annual Report on Form 10-K.10-K for the year ended December 31, 2021.
The information set forth below
Merger with Healthcare Trust of America
Completed Merger    
On July 20, 2022, Legacy HR, Legacy HTA, the OP and Merger Sub completed the Merger in accordance with the terms of the Merger Agreement. Immediately following the Merger, Legacy HR converted to a Maryland limited liability company and changed its name to “HRTI, LLC” and Legacy HTA changed its name to “Healthcare Realty Trust Incorporated”. In addition, the equity interests of Legacy HR were contributed by Legacy HTA by means of a contribution and assignment agreement to the OP such that Legacy HR became a wholly-owned subsidiary of the OP. As a result, Legacy HR became a part of an umbrella partnership REIT (“UPREIT”) structure, which is intended to align the corporate structure of the combined company after giving effect to the Merger and the UPREIT reorganization and to provide readers with an understandinga platform for the combined company to more efficiently acquire properties in a tax-deferred manner. The Company operates under the name “Healthcare Realty Trust Incorporated” and its shares of our financial condition, changesclass A common stock, $0.01 par value per share, trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “HR”. For additional information on the Merger, see Notes 2 and 6 to the Condensed Consolidated Financial Statements.
Unless expressly stated otherwise, the discussion in this Item 2 refers to Legacy HR's financial condition and results of operations.operations on a stand-alone basis prior to giving effect to the Merger. Because Legacy HR was the accounting acquirer under GAAP in the transaction, its historical financial statements became the historical financial
•Forward-Looking Statements;
•
29
Executive Summary;

•Company Highlights;Table of Contents
•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 byCompany. For additional information, please refer to 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 FactorsExplanatory Note in this Quarterly Report on Form 10-Q.
Forward-looking statements express expectationsLiquidity and Capital Resources
Sources and Uses of future events. All forward-looking statements are inherently uncertain as they areCash
The Company’s primary sources of cash include rent receipts from its real estate portfolio based on various expectationscontractual arrangements with its tenants, proceeds from the sales of real estate properties, joint ventures, and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties that could cause actual eventsproceeds from public 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 asprivate debt or equity offerings. After the refinancing 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 consideredits bank facilities 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 filingsconnection 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 $7.7 billion primarily in MOBs, development projects, land and other healthcare real estate assets consisting of approximately 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 21% of our total GLAMerger, as of September 30, 2021. We2022, the Company had $1.3 billion available to be drawn on its Credit Facility and $57.6 million in cash.
The Company expects to continue to meet its liquidity needs, including funding additional investments, paying dividends, and funding debt service, through cash flows from operations and liquidity sources, including the Credit Facility. Management believes that the Company's liquidity and sources of capital are concentratedadequate to satisfy its cash requirements. The Company cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to the Company in 20sufficient amounts to 25 key markets that are generally experiencing higher economicmeet its liquidity needs.
Financings in Connection with the Merger
In connection with the effectiveness of the Merger, Legacy HR (in a limited capacity), Legacy HTA and demographic trends than other markets that we expect will drive demand for MOBs. As of September 30, 2021, we had approximately 1 million square feet of GLA in ten of our top 20 marketsthe OP entered into the Credit Facility, which restructures the parties’ existing bank facilities and approximately 94% of our portfolio, based on GLA, is located in the top 75 Metropolitan Statistical Area ("MSAs"), with Dallas, Houston, Boston, Miami and Indianapolis being our largest markets by annualized base rent.
Company Highlights
Portfolio Operating Performance
•For the three months ended September 30, 2021, our total revenue was $191.3 million, compared to $187.3 millionadds additional borrowing capacities for the three months ended September 30, 2020. ForCompany following the nine months ended September 30, 2021, our total revenue was $571.4 million, compared to $551.9 millionMerger.

Investing Activities
Cash flows provided by investing activities for the nine months ended September 30, 2020.2022 were approximately $1.4 billion. Below is a summary of significant investing activities.
•ForAcquisitions
The following table details the three months ended September 30, 2021, our net income was $22.0 million, compared to $(6.9) million, for the three months ended September 30, 2020. For the nine months ended September 30, 2021, our net income was $83.2 million, compared to $25.0 millionCompany's acquisitions for the nine months ended September 30, 2020.2022:
Dollars in thousands
ASSOCIATED HEALTH SYSTEM/TENANCY 1
DATE ACQUIREDPURCHASE PRICESQUARE FOOTAGEMILES TO CAMPUS
Dallas, TXTexas Health Resources2/11/22$8,175 18,0000.19
San Francisco, CA 2
Kaiser/Sutter Health3/7/22114,000 166,396 0.90 to 3.30
Q1 2022 subtotal122,175 184,396 
Atlanta, GAWellstar Health4/7/226,912 21,535 0.00
Denver, COCentura Health4/13/226,320 12,207 2.40
Colorado Springs, CO 3
Centura Health4/13/2213,680 25,800 0.80 to 1.70
Seattle, WAUW Medicine4/28/228,350 13,256 0.05
Houston, TXCommonSpirit4/28/2236,250 76,781 1.70
Los Angeles, CACedars-Sinai Health Systems4/29/2235,000 34,282 0.11
Oklahoma City, OKMercy Health4/29/2211,100 34,944 0.18
Raleigh, NC 2
WakeMed/None5/31/2227,500 85,113 0.25 to 12.30
Tampa, FL 3
BayCare Health6/9/2218,650 55,788 0.23
Q2 2022 subtotal163,762 359,706 
Seattle, WAEvergreenHealth8/1/224,850 10,593 0.24
Raleigh, NCWakeMed8/9/223,783 11,345 0.24
Jacksonville, FLAscension8/9/2218,195 34,133 0.03
Atlanta, GAWellstar8/10/2211,800 43,496 0.11
Denver, COCentura8/11/2214,800 34,785 2.10
Raleigh, NCDuke8/18/2211,375 31,318 0.19
Nashville, TNAscension9/15/2221,000 61,932 0.80
Austin, TXHCA9/29/225,450 15,000 0.03
Q3 2022 subtotal91,253 242,602 
Total real estate acquisitions$377,190 786,704 

•
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1For theIncludes buildings located on-campus, adjacent and off-campus that are anchored by healthcare systems or located within two miles of a hospital campus.
2Includes three months endedproperties.
3Includes two properties.

Subsequent to September 30, 2021, our net income attributable to common stockholders was $0.10 per diluted share, or $21.7 million, compared to $(0.03) per diluted share, or $(6.8) million, for2022, the three months ended September 30, 2020. ForCompany acquired the nine months ended September 30, 2021, our net income attributable to common stockholders was $0.37 per diluted share, or $81.7 million, compared to $0.11 per diluted share, or $24.6 million,following property:
Dollars in thousands
ASSOCIATED HEALTH SYSTEM/TENANCY 1
DATE ACQUIREDPURCHASE PRICESQUARE FOOTAGEMILES TO CAMPUS
Jacksonville, FLAscension10/12/22$3,600 6,2000.10

Joint Venture Acquisitions
The following table details the Joint Venture's acquisitions for the nine months ended September 30, 2020.2022:
Dollars in thousands
ASSOCIATED HEALTH SYSTEM/TENANCY 1
DATE ACQUIREDPURCHASE PRICESQUARE FOOTAGEMILES TO CAMPUSCOMPANY OWNERSHIP %
San Francisco, CA 2
MarinHealth/Kaiser3/7/22$67,175 110,8650.00 to 3.3050 %
Los Angeles, CA 3
Valley Presbyterian Health3/7/2233,800 103,259 1.3050 %
Total joint venture acquisitions$100,975 214,124 
1Includes buildings located on-campus, adjacent and off-campus that are anchored by healthcare systems or located within two miles of a hospital campus.
•2For theIncludes three months ended Septemberproperties.
3Includes two properties.

Dispositions
The Company disposed of 30 2021, HTA’s FFO, as defined by NAREIT, was $97.3 million, or $0.44 per diluted share, compared to $0.31 per diluted share, or $68.5 million, for the three months ended September 30, 2020. Forproperties during the nine months ended September 30, 2021, HTA’s FFO was $291.92022 for a total sales price of $892.4 million, or $1.31 per diluted share, compared to $1.13 per diluted share, or $249.4 million,including cash proceeds of $866.5 million. The following table details these dispositions for the nine months ended September 30, 2020.2022:
Dollars in thousandsDate DisposedSales PriceSquare Footage
Loveland, CO 1
2/24/22$84,950 150,291
San Antonio, TX 1
4/15/2225,500 201,523
GA, FL, PA 2
7/29/22133,100 316,739
GA, FL, TX 4
8/4/22160,917 343,545
Los Angeles, CA 2, 5
8/5/22134,845 283,780
Dallas, TX 4, 6
8/30/22114,290 189,385
Indianapolis, IN 3
8/31/22238,845 506,406
Total dispositions$892,447 1,991,669 
1Includes two properties.
•2ForIncludes four properties.
3Includes five properties.
4Includes six properties.
5Values and square feet are represented at 100%. The Company retained a 20% ownership interest in the three months endedjoint venture that purchased these properties.
6Values and square feet are represented at 100%. The Company retained a 40% ownership interest in the joint venture that purchased these properties.

Subsequent to September 30, 2021, HTALP’s FFO was $97.7 million, or $0.44 per diluted OP Unit, compared to $0.31 per diluted OP Unit, or $68.4 million,2022, the Company disposed of the following properties:
Dollars in thousandsDATE DISPOSEDSALE PRICESQUARE FOOTAGE
Dallas, TX 1, 2
10/4/22$104,025 291,328 
Houston, TX 2
10/21/2232,000 134,910 
Total dispositions$136,025 426,238 
1 Includes two properties.
2 These properties were classified as assets held for the three months endedsale as of September 30, 2020. For the nine months ended September 30, 2021, HTALP’s FFO was $293.4 million, or $1.32 per diluted OP Unit, compared to $1.13 per diluted OP Unit, or $249.8 million, for the nine months ended September 30, 2020.2022.
•For the three months ended September 30, 2021, HTA’s and HTALP’s Normalized FFO was $0.44 per diluted share and OP Unit, or $97.8 million, compared to $0.43 per diluted share and OP Unit, or $96.2 million for the three months ended September 30, 2020. For the nine months ended September 30, 2021, HTA’s and HTALP’s Normalized FFO was $1.32 per diluted share and OP Unit, or $293.7 million, compared to $1.28 per diluted share and OP Unit, or $282.9 million for the nine months ended 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.
•For the three months ended September 30, 2021, our Net Operating Income (“NOI”) was $131.7 million, compared to $130.1 million for the three months ended September 30, 2020. For the nine months ended September 30, 2021, our NOI was $394.8 million, compared to $381.6 million for the nine months ended September 30, 2020.
•For the three months ended 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 $6.9 million, to $345.2 million, compared to $338.2 million for the nine months ended 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 17.4 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 September 30, 2021, approximately 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 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 nine months ended September 30, 2021, we closed on $187.5 million worth of medical office investments totaling approximately 626,000 square feet of GLA. In addition, we funded $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 September 30, 2021, our in-house asset management and leasing platform operated approximately 24.8 million square feet of GLA, or 96% of our total portfolio.
•As of September 30, 2021, our leased rate (which includes leases which have been executed, but which have not yet commenced) was 89.7% by GLA and our occupancy rate was 88.0% by GLA.
•We entered into new and renewal leases on approximately 0.7 million and 2.0 million square feet of GLA, or approximately 2.6% and 7.9% of the GLA of our total portfolio, during the three and nine months ended September 30, 2021, respectively.
•During the three and nine months ended September 30, 2021, tenant retention for the Same-Property portfolio was 83% and 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 September 30, 2021, we had total leverage, measured by debt less cash and cash equivalents to total capitalization, of 31.4%. Total liquidity was approximately $1.2 billion, inclusive of $950.0 million available on our unsecured revolving credit facility, $218.8 million of forward equity agreements, cash and cash equivalents of $12.8 million and $1.7 million of restricted cash for funds held in a 1031 exchange account as of September 30, 2021.
•As of September 30, 2021, the weighted average remaining term of our debt portfolio was 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 $10.8 million of these deferrals have been repaid through September 30, 2021. There are no 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 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 nine months ended 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 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 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 ActivityCapital Funding
During the nine months ended September 30, 2021, we had investments with an aggregate gross purchase price2022, capital funding included the following:
•$48.6 million toward the following development and redevelopment of $189.2properties:
◦Memphis, Tennessee redevelopment totaled $3.0 million;
◦Dallas, Texas redevelopments totaled $3.6 million;
◦Tacoma, Washington redevelopment totaled $6.2 million;
◦Nashville, Tennessee development totaled $13.6 million;
◦Orlando, Florida development totaled $1.0 million;
◦Raleigh, North Carolina development totaled $5.9 million;
◦Miscellaneous other redevelopment totaled $13.7 million; and
◦tenant improvement funding for previously completed projects totaled $1.6 million. During
•$26.0 million toward first generation tenant improvements and planned capital expenditures for acquisitions;
•$20.1 million toward second generation tenant improvements; and
•$23.2 million toward capital expenditures.
Financing Activities
Cash flows used in financing activities for the nine months ended September 30, 2020, we had investments2022 were approximately $1.5 billion. See Notes 6 and 9 to the Condensed Consolidated Financial Statements accompanying this report for more information about capital markets and financing activities.
Common Stock Issuances
At-The-Market Equity Offering Program
The Company has equity distribution agreements with various sales agents with respect to our ATM offering program of common stock with an aggregate gross purchasesales amount of up to $750.0 million. As of September 30, 2022, $750.0 million remained available for issuance under our current ATM offering program.
Debt Activity
On February 18, 2022, the Company repaid in full a mortgage note payable bearing interest at a rate of 4.70% that encumbered a 56,762 square foot property in California. The aggregate payoff price of $52.9 million. Subsequent to The$12.6 million consisted of outstanding principal of $11.0 million and a "make-whole" amount of any future acquisitions or dispositions could haveapproximately $1.6 million. The unamortized premium of $0.8 million and the unamortized cost on this note of $0.1 million were written off upon payoff.
On February 24, 2022, the Company repaid in full a significant impact on our resultsmortgage note payable bearing interest at a rate of operations6.17% that encumbered an 80,153 square foot property in future periods.Colorado, in conjunction with the disposition of the property. The aggregate payoff price of $6.4 million consisted of outstanding principal of $5.8 million and a "make-whole" amount of approximately $0.6 million. The unamortized premium of $0.1 million was written off upon payoff.
As of September 30, 2022, the Company had outstanding interest rate derivatives totaling $675.0 million to hedge one-month LIBOR/Term SOFR. The following details the amount and rate of each swap (dollars in thousands):
EXPIRATION DATEAMOUNTWEIGHTED
AVERAGE RATE
January 31, 2023$300,000 1.42 %
December 16, 202275,000 2.37 %
January 15, 2024 1
200,000 1.21 %
May 1, 2026 1
100,000 2.15 %
$675,000 1.57 %
1 Derivatives hedge one-month term SOFR.
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Results of Operations
Comparison of the Three and Nine Months Ended September 30, 2021 and 2020
As of September 30, 2021 and 2020, we owned and operated approximately 25.8 million and 25.1 million square feet of GLA, respectively, with a leased rate of 89.7% and 90.1%, respectively (including leases which have been executed, but which have not yet commenced), and an occupancy rate of 88.0% and 89.5%, respectively. All explanations are applicable to both HTA and HTALP unless otherwise noted.
Comparison of the three months ended September 30, 2021 and 2020, respectively, is set forth below (in thousands):
Three Months Ended September 30,
20212020Change% Change
Revenues:
Rental income$189,832 $187,258 $2,574 1.4 %
Interest and other operating income1,430 68 1,362 NM
Total revenues191,262 187,326 3,936 2.1 
Expenses:
Rental59,568 57,248 2,320 4.1 
General and administrative10,765 10,670 95 0.9 
Transaction137 125 12 9.6 
Depreciation and amortization76,056 75,892 164 0.2 
Interest expense23,331 23,136 195 0.8 
Total expenses169,857 167,071 2,786 1.7 
Gain on sale of real estate, net143 — 143 NM
Loss on extinguishment of debt, net— (27,726)27,726 100.0 
Income from unconsolidated joint venture400 422 (22)(5.2)
Other income94 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 nine months ended September 30, 2021 and 2020, respectively, is set forth below (in thousands):
Nine Months Ended September 30,
20212020Change% Change
Revenues:
Rental income$569,676 $551,459 $18,217 3.3 %
Interest and other operating income1,694 488 1,206 NM
Total revenues571,370 551,947 19,423 3.5 
Expenses:
Rental176,556 170,310 6,246 3.7 
General and administrative32,254 32,348 (94)(0.3)
Transaction299 297 2 0.7 
Depreciation and amortization227,307 228,484 (1,177)(0.5)
Interest expense69,450 71,285 (1,835)(2.6)
Impairment16,825 — 16,825 NM
Total expenses522,691 502,724 19,967 4.0 
Gain on sale of real estate, net32,896 1,991 30,905 NM
Loss on extinguishment of debt, net— (27,726)27,726 NM
Income from unconsolidated joint venture1,198 1,223 (25)(2.0)
Other income401 290 111 38.3 
Net income$83,174 $25,001 $58,173 NM
NOI$394,814 $381,637 $13,177 3.5 %
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 nine months ended September 30, 2021 and 2020, respectively, rental income was comprised of the following (in thousands):
 Three Months Ended September 30,
 20212020Change% Change
Contractual rental income$181,275 $176,708 $4,567 2.6 %
Straight-line rent and amortization of above and (below) market leases4,545 7,298 (2,753)(37.7)
Other rental revenue4,012 3,252 760 23.4 
Total rental income$189,832 $187,258 $2,574 1.4 %
Nine Months Ended September 30,
20212020Change% Change
Contractual rental income$543,568 $521,175 $22,393 4.3 %
Straight-line rent and amortization of above and (below) market leases14,919 19,410 (4,491)(23.1)
Other rental revenue11,189 10,874 315 2.9 
Total rental income$569,676 $551,459 $18,217 3.3 %
Contractual rental income, which includes expense reimbursements, increased $4.6 million and $22.4 million for the three and nine months ended September 30, 2021, compared to the three and nine months ended September 30, 2020. The increases were primarily due to additional contractual rental income of $6.5 million and $15.6 million from our 2020 and 2021 acquisitions, and contractual rent increases for the three and nine months ended September 30, 2021, partially offset by $2.8 million and $4.8 million of reduced contractual rental income as a result of the buildings we sold during 2020 and 2021 for the three and nine months ended September 30, 2021, respectively. In addition, during the nine months ended September 30, 2020, we recorded a non-recurring charge of $4.7 million of bad debt as a reduction in revenue.
Average starting and expiring base rents for new and renewal leases consisted of the following for the three and nine months ended September 30, 2021 and 2020, respectively (in thousands, except in average base rents per square foot of GLA):
 Three Months Ended September 30,Nine Months Ended September 30,
 2021202020212020
New and renewal leases:
Average starting base rents$23.89 $26.45 $24.50 $27.04 
Average expiring base rents20.35 24.70 21.74 25.84 
Square feet of GLA670 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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Operating Activities
Tenant improvements, leasing commissions and tenant concessions for new and renewal leases consisted of the following for the three and nine months ended September 30, 2021 and 2020, respectively (in per square foot of GLA):
 Three Months Ended September 30,Nine Months Ended September 30,
 2021202020212020
New leases:
Tenant improvements$43.87 $21.02 $34.35 $38.16 
Leasing commissions6.47 2.05 4.90 2.86 
Tenant concessions6.61 2.59 6.67 3.70 
Renewal leases:
Tenant improvements$11.04 $4.43 $6.99 $5.58 
Leasing commissions2.27 2.07 2.17 2.87 
Tenant concessions0.14 0.94 0.15 1.99 
The average term for new and renewal leases executed consisted of the following for the three and nine months ended September 30, 2021 and 2020, respectively (in years):
 Three Months Ended September 30,Nine Months Ended September 30,
 2021202020212020
New leases7.14.46.27.9
Renewal leases4.57.74.15.4
Rental Expenses
For the three months ended September 30, 2021 and 2020, rental expenses attributable to our properties were $59.6 million and $57.2 million, respectively. For the nine months ended September 30, 2021 and 2020, rental expenses attributable to our properties were $176.6 million andCash flows provided by operating activities decreased from $170.3 million, respectively. These increases in rental expenses were primarily due to $2.4 million and $5.1 million of additional rental expenses associated with our 2020 and 2021 acquisitions for the three and nine months ended September 30, 2021, respectively.
General and Administrative Expenses
For the three months ended September 30, 2021 and 2020, general and administrative expenses were $10.8 million and $10.7 million, respectively. For each of the nine months ended September 30, 2021 and 2020, general and administrative expenses were $32.3 million. For the three months ended September 30, 2021, general and administrative expenses 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 September 30, 2021 and 2020, depreciation and amortization expense was $76.1 million and $75.9 million, respectively. For the nine months ended September 30, 2021 and 2020, depreciation and amortization expense was $227.3 million and $228.5 million, respectively. The slight variances were associated with our 2020 and 2021 acquisitions, offset by buildings we disposed of during 2020 and 2021.
Interest Expense
For the three months ended September 30, 2021 and 2020, interest expense was $23.3 million and $23.1 million, respectively. For the nine months ended September 30, 2021 and 2020, interest expense was $69.5 million and $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 nine months ended 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 for a contractual sale price less than its carrying value; and (ii) an executed sales agreement for a sale price less than its carrying value. We recorded no impairment charges during the nine months ended September 30, 2020.
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Gain on Sale of Real Estate, net
For the nine months ended September 30, 2021, we realized a net gain of approximately $32.9 million, primarily as a result of the sale of a 13 property portfolio located in one or more of Tennessee and Virginia. For the nine months ended September 30, 2020, we realized a net gain of approximately $2.0 million on the sale of part of our interest in undeveloped land in Miami, Florida.
Net Income
For the three months ended September 30, 2021 and 2020, net income was $22.0 million and $(6.9) million, respectively. For the nine months ended September 30, 2021 and 2020, net income was $83.2 million and $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 September 30, 2021 and 2020, NOI was $131.7 million and $130.1 million, respectively. For the nine months ended September 30, 2021 and 2020, NOI was $394.8 million and $381.6 million, respectively. The increases in NOI was primarily due to additional NOI from our 2020 and 2021 acquisitions of $5.0 million and $12.4 million for the three and nine months ended September 30, 2021, respectively, partially offset by $1.5 million and $2.7 million of reduced NOI as a result of the buildings we sold during 2020 and 2021 for the three and nine months ended 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 2.5% to $115.2 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020. Same-Property Cash NOI increased 2.1% to $345.2 million for the nine months ended September 30, 2021 compared to $126.7 million for the nine months ended September 30, 2020. 2022. Items impacting cash flows from operations include, but are not limited to, cash generated from property operations, interest payments and the timing related to the payment of invoices and other expenses.
The Company may, from time to time, sell properties and redeploy cash from property sales into new investments. To the extent revenues related to the properties being sold exceed income from these new investments, the Company's results of operations and cash flows could be adversely affected.
New Accounting Pronouncements
See Note 1 to the Condensed Consolidated Financial Statements accompanying this report for information on new accounting standards.
Trends and Matters Impacting Operating Results
Management monitors factors and trends important to the Company and the REIT industry to gauge the potential impact on the operations of the Company. In addition to the matters discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, below are some of the factors and trends that management believes may impact future operations of the Company.
Economic and Market Conditions
Rising interest rates and increased volatility in the capital markets have increased the Company’s cost and availability of debt and equity capital. Limited availability and increases were primarilyin the cost of capital could adversely impact the Company’s ability to finance operations and acquire and develop properties. To the extent the Company’s tenants experience increased costs or financing difficulties due to the economic and market conditions, they may be unable or unwilling to make payments or perform their obligations when due. Additionally, increased interest rates may also result in less liquid property markets, limiting the Company’s ability to sell existing assets or obtain joint venture capital.
Expiring Leases
The Company expects that approximately 15% of its leases will expire each year in the ordinary course of business. There are 477 leases totaling 1.3 million square feet that will expire during the fourth quarter of 2022. Approximately 79% of the leases expiring during the fourth quarter of 2022 are in buildings located on or adjacent to hospital campuses, are distributed throughout the portfolio, and are not concentrated with any one tenant, health system or market area. The Company typically expects to retain 75% to 90% of tenants upon expiration, and the retention ratio for the first nine months of the year was within this range.
Operating Expenses
The Company historically has experienced increases in property taxes throughout its portfolio as a result of rent escalationsincreasing assessments and improvedtax rates levied across the country. The Company continues its efforts to appeal property tax increases and manage the impact of the increases. In addition, the Company historically has incurred variability in portfolio utilities expense based on seasonality, with the first and third quarters usually reflecting greater amounts. The effects of these operating efficiencies, offset byexpense increases are mitigated in leases that have provisions for operating expense reimbursement. As of September 30, 2022, leases for approximately 91% of the Company's multi-tenant leased square footage allow for some recovery of operating expenses, with approximately 32% having modified gross lease structures and approximately 59% having net lease structures.
General and Administrative Expense
The Company expects annual general and administrative expense synergies of $33 million to $36 million that will be realized within a slight decrease in average occupancy.year from the closing of the Merger.


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Non-GAAP Financial Measures and Key Performance Indicators
Management considers certain non-GAAP financial measures and key performance indicators to be useful supplemental measures of the Company's operating performance. A non-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable measure determined in accordance with GAAP. Set forth below are descriptions of the non-GAAP financial measures management considers relevant to the Company's business and useful to investors, as well as reconciliations of these measures to the most directly comparable GAAP financial measures.
The non-GAAP financial measures and key performance indicators presented herein are not necessarily identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. These measures should not be considered as alternatives to net income, as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs. Management believes that in order to facilitate a clear understanding of the Company's historical consolidated operating results, these measures should be examined in conjunction with net income and cash flows from operations as presented in the Condensed Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.
Funds from Operations ("FFO"), Normalized FFO and Funds Available for Distribution ("FAD")
FFO and Normalized FFO
We compute FFO in accordance withper share are operating performance measures adopted by the current standards established by NAREIT.National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as netthe most commonly accepted and reported measure of a REIT’s operating performance equal to “net income or loss attributable to common stockholders/unitholders (computed in accordance with GAAP), excluding gains or losses(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,impairment, and after adjustments for unconsolidated partnerships and joint ventures. Since”
In addition to FFO, excludesthe Company presents Normalized FFO and FAD. Normalized FFO is presented by adding to FFO acquisition-related costs, acceleration of debt issuance costs, debt extinguishment costs and other Company-defined normalizing items to evaluate operating performance. FAD is presented by adding to Normalized FFO non-real estate depreciation and amortization, unique to real estate, among other items, it provides a perspective not immediately apparent fromnon-cash financing receivable amortization, loan origination cost amortization, deferred financing fees amortization, stock-based compensation expense and provision for bad debts, net; and subtracting maintenance capital expenditures, including second generation tenant improvements and leasing commissions paid and straight-line rent income, 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 measuresexpense. The Company's definition 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 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,
2021202020212020
Net income (loss) attributable to common stockholders$21,672 $(6,827)$81,713 $24,563 
Depreciation and amortization expense related to investments in real estate75,264 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 amortization487 468 1,462 1,443 
FFO attributable to common stockholders$97,280 $68,489 $291,918 $249,369 
Transaction expenses137 125 299 297 
Loss on extinguishment of debt, net— 27,726 — 27,726 
Non-controlling income from OP Units included in diluted shares370 (105)1,461 438 
Other normalizing adjustments (1)
— — — 5,031 
Normalized FFO attributable to common stockholders$97,787 $96,235 $293,678 $282,861 
Net income (loss) attributable to common stockholders per diluted share$0.10 $(0.03)$0.37 $0.11 
FFO adjustments per diluted share, net0.34 0.34 0.94 1.02 
FFO attributable to common stockholders per diluted share$0.44 $0.31 $1.31 $1.13 
Normalized FFO adjustments per diluted share, net0.00 0.12 0.01 0.15 
Normalized FFO attributable to common stockholders per diluted share$0.44 $0.43 $1.32 $1.28 
Weighted average diluted common shares outstanding222,811 222,101 222,470 221,521 
(1) For the nine months ended September 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 nine months ended September 30, 2021 and 2020, respectively (in thousands, except per unit data):
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Net income (loss) attributable to common unitholders$22,042 $(6,932)$83,174 $25,001 
Depreciation and amortization expense related to investments in real estate75,264 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 amortization487 468 1,462 1,443 
FFO attributable to common unitholders$97,650 $68,384 $293,379 $249,807 
Transaction expenses137 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, net0.34 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, net0.00 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 outstanding222,811 222,101 222,470 221,521 
(1) For the nine months ended September 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.
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 NOIthese terms may not be comparable to that of other REITsreal estate companies as they may have different methodologies for computing this amount. NOIthese amounts. FFO, Normalized FFO and FAD should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of ourthe Company's financial performance. NOIperformance or to cash flow from operating activities as an indicator of the Company's liquidity. FFO, Normalized FFO and FAD should be reviewed in connection with other GAAP measurements.financial measures.
Cash NOI is a non-GAAP financial measure which excludes from NOI: (i) straight-line rent adjustments; (ii) amortization of belowManagement believes FFO, Normalized FFO, FFO per common share, Normalized FFO per share 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 measurementFAD ("Non-GAAP Measures") provide an understanding of the operating performance of our operating assets. Additionally, we believethe Company’s properties without giving effect to certain significant non-cash items, primarily depreciation and amortization expense. Historical cost accounting for real estate assets in accordance with GAAP assumes that Cash NOI is a widely accepted measurethe value of comparativereal estate assets diminishes predictably over time. However, real estate values instead have historically risen or fallen with market conditions. The Company believes that by excluding the effect of depreciation, amortization, impairments and gains or losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, Non-GAAP Measures can facilitate comparisons of operating performance between periods. The Company reports Non-GAAP Measures because these measures are observed by management to also be the predominant measures used by the REIT industry and by industry analysts to evaluate REITs. For these reasons, management deems it appropriate to disclose and discuss these Non-GAAP Measures. However, none of REITs. However, our usethese measures represent cash generated from operating activities determined in accordance with GAAP and are not necessarily indicative of the term Cash NOI may not be comparablecash available to that of other REITs as they may have different methodologies for computing this amount. Cash NOIfund cash needs. Further, these measures 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 comparisonCompany’s operating performance or as an alternative to cash flow from operating activities as a measure 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 Cashliquidity.
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NOI should not be considered as an alternative toThe table below reconciles 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.
The following is the reconciliation of HTA’sto FFO, Normalized FFO and HTALP’s NOI, Cash NOI and Same-Property Cash NOI to net incomeFAD for the three and nine months ended September 30, 20212022 and 2020, respectively (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
 2021202020212020
Net income (loss)$22,042 $(6,932)$83,174 $25,001 
General and administrative expenses10,765 10,670 32,254 32,348 
Transaction expenses137 125 299 297 
Depreciation and amortization expense76,056 75,892 227,307 228,484 
Impairment— — 16,825 — 
Interest expense23,331 23,136 69,450 71,285 
Gain on sale of real estate, net(143)— (32,896)(1,991)
Loss on extinguishment of debt, net— 27,726 — 27,726 
Income from unconsolidated joint venture(400)(422)(1,198)(1,223)
Other income(94)(117)(401)(290)
NOI$131,694 $130,078 $394,814 $381,637 
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(538)(113)(1,413)(2,203)
Notes receivable interest income(1,264)(11)(1,273)(152)
Other normalizing adjustments (1)
— — — 5,031 
Cash NOI$126,880 $124,243 $381,720 $371,640 
Acquisitions not owned/operated for all periods presented and disposed properties Cash NOI(5,245)(2,245)(15,775)(8,158)
Redevelopment Cash NOI(116)(1,043)(803)(3,612)
Intended for sale Cash NOI(6,361)(8,639)(19,984)(21,661)
Same-Property Cash NOI (2)
$115,158 $112,316 $345,158 $338,209 
2021.
(1) For
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
Amounts in thousands, except per share data2022202120222021
Net income (loss) attributable to common stockholders$28,304 $(2,066)$76,661 $45,052 
Gain on sales of real estate properties(143,908)(1,186)(197,188)(41,046)
Impairment of real estate properties— 10,669 (25)16,581 
Real estate depreciation and amortization159,643 52,390 272,634 154,899 
Non-controlling income from operating partnership units377 — 377 
Proportionate share of unconsolidated joint ventures3,526 1,558 8,702 3,726 
FFO attributable to common stockholders$47,942 $61,365 $161,161 $179,212 
Acquisition and pursuit costs 1
482 974 3,137 2,388 
Merger-related costs 2
79,402 — 92,603 — 
Lease intangible amortization(2)48 891 (30)
Non-routine legal costs/forfeited earnest money received 3
346 — 577 (500)
Debt financing costs1,091 — 2,520 283 
Unconsolidated JV normalizing items 4
154 54 332 136 
Normalized FFO attributable to common stockholders$129,415 $62,441 $261,221 $181,489 
Non-real estate depreciation and amortization577 586 1,593 1,900 
Non-cash interest amortization 5
8,924 720 10,382 2,511 
Provision for bad debt, net457 25 616 3 
Straight-line rent, net(7,715)(1,171)(10,251)(3,459)
Stock-based compensation3,666 2,538 10,721 8,183 
Unconsolidated JV non-cash items 6
(377)(341)(890)(1,051)
Normalized FFO adjusted for non-cash items$134,947 $64,798 $273,392 $189,576 
2nd generation TI(10,147)(6,219)(20,097)(16,156)
Leasing commissions paid(8,283)(4,531)(15,525)(9,528)
Capital additions(16,067)(5,443)(23,244)(13,539)
FAD$100,450 $48,605 $214,526 $150,353 
FFO per common share - diluted$0.14 $0.42 $0.76 $1.26 
Normalized FFO per common share - diluted$0.39 $0.43 $1.23 $1.27 
FFO weighted average common shares outstanding - diluted 7
332,819 144,807 211,746 142,488 
1Acquisition and pursuit costs include third-party and travel costs related to the nine months ended September 30, 2020, other normalizing adjustmentspursuit of acquisitions and developments.
2Includes costs incurred related to the Merger.
3Non-routine legal costs include expenses related to two separate disputes; one with a contractor on a $60.6 million completed construction project and another with a tenant on a violation of use restrictions. Forfeited earnest money received related to a disposition that did not materialize.
4Includes the Company's proportionate share of acquisition and pursuit costs related to unconsolidated joint ventures.
5Includes the amortization of deferred financing costs, discounts and premiums, and non-cash financing receivable amortization.
6Includes the Company's proportionate share of straight-line rent, net related to unconsolidated joint ventures.
7The Company utilizes the treasury stock method which includes the following: non-recurring bad debtdilutive effect of $4,672 thousand, incremental hazard pay to facilities employeesnonvested share-based awards outstanding of $314 thousand,787,559 and incremental personal protective equipment of $45 thousand.
(2) Same-Property includes 421 and 414 buildings802,150, respectively, for the three and nine months ended September 30, 2021 and 2020, respectively.2022.
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 September 30, 2021, we had total liquidity of $1.2 billion, inclusive of $950.0 million available on our unsecured revolving credit facility, $218.8 million of unsettled forward equity agreements, cash and cash equivalents of $12.8 million and $1.7 million of restricted cash for funds held in a 1031 exchange account. We believe that we have sufficient liquidity and opportunities to obtain additional liquidity at our disposal to sustain operations for the foreseeable future.
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, reduces our overall borrowing costs, and extends the maturities of the existing unsecured revolving credit facility to October 31, 2025.



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AsCash Net Operating Income ("NOI") and Same Store Cash NOI
Cash NOI and Same Store Cash NOI are key performance indicators. Management considers these to be supplemental measures that allow investors, analysts and Company management to measure unlevered property-level operating results. The Company defines Cash NOI as rental income, interest from financing receivables and property lease guaranty income less property operating expenses. Cash NOI excludes non-cash items such as above and below market lease intangibles, straight-line rent, lease inducements, financing receivable amortization, tenant improvement amortization and leasing commission amortization. The Company also excludes cash lease termination fees. Cash NOI is historical and not necessarily indicative of future results.
Same Store Cash NOI compares Cash NOI for stabilized properties. Stabilized properties are properties that have been included in operations for the duration of the year-over-year comparison period presented. Accordingly, stabilized properties exclude properties that were recently acquired or disposed of, properties classified as held for sale, properties undergoing redevelopment, and newly redeveloped or developed properties. Legacy HTA properties that met the same store criteria are included in both periods shown, on a proforma basis, as if they were owned by the Company for the full analysis period.
The Company utilizes the redevelopment classification for properties where management has approved a change in strategic direction for such properties through the application of additional resources including an amount of capital expenditures significantly above routine maintenance and capital improvement expenditures. These properties are described in additional detail in Note 6 to the Condensed Consolidated Financial Statements included elsewhere in this report.
Any recently acquired property will be included in the same store pool once the Company has owned the property for eight full quarters. Newly developed or redeveloped properties will be included in the same store pool eight full quarters after substantial completion.
The following table reflects the Company's proforma same store cash NOI for the three months ended September 30, 2021, we had unencumbered assets with a gross book value2022 and 2021.
NUMBER OF PROPERTIESGROSS INVESTMENT
at September 30, 2022		SAME STORE CASH NOI for the three months ended September 30,
Dollars in thousands20222021
Same store properties589 $7,943,839 $178,828 $173,951 
















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The unencumbered properties may be used as collateralfollowing tables reconcile net income to secure additional financings in future periods or refinance our current debt as it becomes due. Our abilityproforma same store NOI and the same store property metrics to raise funds from future debt and equity issuances is dependent on our investment grade credit ratings, general economic and market conditions, and our operating performance.
When we acquire a property, we prepare a capital plan that contemplates the estimated capital needs of that investment. In addition to operating expenses, capital needs may also include costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan for each investment will be adjusted through ongoing, regular reviews of ourtotal owned real estate portfolio or as necessary to respond to unanticipated additional capital needs. Capital expenditures for the remainderthree months ended September 30, 2022 and 2021:

Reconciliation of the year will be primarily targeted towards planned maintenance activitiesProforma Same Store Cash NOI
THREE MONTHS ENDED SEPTEMBER 30,
Dollars in thousands20222021
Net income$28,304 $(2,066)
Non-controlling interests312 — 
Other income (expense)(89,477)23,000 
General and administrative expense16,741 8,207 
Depreciation and amortization expense158,117 50,999 
Other expenses 1
82,659 3,193 
Straight-line rent revenue, net(7,715)(1,170)
Joint venture properties3,922 1,210 
Other revenue 2
(5,242)(2,043)
Cash NOI187,621 81,330 
Pre-Merger Legacy HTA NOI27,769 125,609 
Proforma cash NOI215,390 206,939 
Cash NOI not included in same store(36,562)(32,988)
Proforma same store cash NOI$178,828 $173,951 
1Includes acquisition and other capital improvements that are eitherpursuit costs, Merger-related costs, bad debt, above and below market ground lease intangible amortization, leasing commission amortization and ground lease straight-line rent expense.
2Includes management fee income, interest, above and below market lease intangible amortization, lease inducement amortization, lease terminations and tenant improvement overage amortization.

Reconciliation of Proforma Same Store Properties
AS OF SEPTEMBER 30, 2022
Dollars and square feet in thousandsPROPERTY COUNT
GROSS INVESTMENT 1
SQUARE
FEET		OCCUPANCY
Same store properties589 $7,943,839 34,731 89.1 %
Acquisitions85 426,519 4,235 89.3 %
Development completions6 166,775 410 86.8 %
Redevelopments11 168,154 1,067 58.4 %
Planned Dispositions4 69,449 223 2.4 %
Total owned real estate properties695 $8,774,736 40,666 87.8 %
1Excludes assets held for sale, construction in progress, land held for development, corporate property and financing lease right-of-use assets unrelated to 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 $1.2 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 revenuesimputed lease arrangement as a result of asset sales, or increased capital expenditures and leasing costsa sale leaseback transaction.
Results of Operations
Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021
The Company’s results of operations for the three months ended September 30, 2022 compared to historical levelsthe same period in 2021 were impacted by the Merger, acquisitions, developments, dispositions, gains on sale, and capital markets transactions.
Revenues
Rental income increased $167.2 million, or 126.9%, for the three months ended September 30, 2022 compared to the prior year period. This increase is comprised of the following:
•Acquisitions in 2021 and 2022 contributed $13.5 million.
•Leasing activity, including contractual rent increases, contributed $4.1 million.
•Dispositions in 2021 and 2022 resulted in a decrease of $5.0 million.
•Impact from the Merger contributed $154.6 million.


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Interest income increased $1.4 million, or 75.6%, from the prior year period as a result of interest from notes receivables assumed in the Merger.
Other operating income increased $1.1 million, or 36.6%, from the prior year period primarily as a result of variable parking and asset management fees.
Expenses
Property operating expenses increased $57.0 million, or 102.6%, for the three months ended September 30, 2022 compared to the prior year period primarily as a result of the following activity:
•Acquisitions in 2021 and 2022 resulted in an increase of $5.3 million.
•Increases in portfolio operating expenses as follows:
◦Utilities expense of $1.3 million;
◦Maintenance and repair of $1.0 million;
◦Administrative, leasing commissions, and other legal expense of $0.6 million;
◦Janitorial expense of $0.2 million;
◦Compensation expense of $0.1 million; and
◦Insurance expense of $0.1 million.
•Property taxes decreased $0.4 million.
•Dispositions in 2021 and 2022 resulted in a decrease of $2.5 million.
•Impact from the Merger resulted in an increase of $51.3 million.
General and administrative expenses increased approximately $8.5 million, or 104.0%, for the three months ended September 30, 2022 compared to the prior year period primarily as a result of the following activity:
•Compensation expense increases of $1.4 million, including $1.0 million of non-cash expense.
•Net increases, including professional fees, audit services, insurance and other administrative costs, of $1.5 million.
•Impact from the Merger resulted in an increase of $5.6 million.
Merger-related costs totaled $79.4 million for the three months ended September 30, 2022. These costs, consisting primarily of legal, consulting, and banking services, were incurred in connection with the Merger with HTA.
Depreciation and amortization expense increased $107.1 million, or 210.0%, for the three months ended September 30, 2022 compared to the prior year period primarily as a result of the following activity:
•Acquisitions in 2021 and 2022 resulted in an increase of $6.9 million.
•Various building and tenant improvement expenditures resulted in an increase of $2.5 million.
•Dispositions in 2021 and 2022 resulted in a decrease of $2.2 million.
•Assets that became fully depreciated resulted in a decrease of $2.8 million.
•Impact from the Merger resulted in an increase of $102.7 million.
Other Income (Expense)
Gains on sale of real estate properties
In the third quarter of 2022, the Company recognized gains of approximately $143.9 million.
In the third quarter of 2021, the Company recognized gains of approximately $1.2 million.






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Interest expense
Interest expense increased $39.7 million, or 297.8%, for the three months ended September 30, 2022 compared to the prior year period. The components of interest expense are as follows:
THREE MONTHS ENDED SEPTEMBER 30,CHANGE
Dollars in thousands20222021$%
Contractual interest$42,019 $12,201 $29,818 244.4 %
Net discount/premium accretion7,617 50 7,567 15,134.0 %
Deferred financing costs amortization1,341 713 628 88.1 %
Interest rate swap amortization42 42 — — %
Treasury hedge amortization107 107 — — %
Fair value derivative1,732 — 1,732 — %
Interest cost capitalization(703)(34)(669)1,967.6 %
Right-of-use assets financing amortization889 255 634 248.6 %
Total interest expense$53,044 $13,334 $39,710 297.8 %
Contractual interest expense increased $29.8 million, or 244.4%, for the three months ended September 30, 2022 compared to the prior year period primarily as a result of the following activity:
•Senior notes and unsecured term loans assumed in the Merger accounted for an increase of approximately $22.8 million.
•New unsecured term loans executed with the amended credit facility accounted for an increase of approximately $2.2 million.
•The Company's Unsecured Term Loan due 2024 and 2026, net of swaps, accounted for an increase of approximately $1.0 million.
•The Credit Facility accounted for an increase of approximately $4.2 million due to competitive market conditionsan increased weighted average balance outstanding and an increase in the weighted average interest rate.
•Mortgage note repayments, net of assumptions, accounted for new and renewal leases,a decrease of approximately $0.3 million.
Impairment of Real Estate Properties
In the effect would be a reductionthird quarter of net cash provided by operating activities. If such a reduction2021, the Company recognized an impairment 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 isapproximately $10.7 million based on various assumptions whichthe contractual sales price of a property that was reclassified to held for sale during the third quarter of 2021.
Equity loss from unconsolidated joint ventures
The Company recognized its proportionate share of losses from its unconsolidated joint ventures. These losses are difficultprimarily attributable to predict, includingnon-cash depreciation expense. See Note 3 to the levelsCondensed Consolidated Financial Statements accompanying this report for more details regarding the Company's unconsolidated joint ventures.
Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021
The Company’s results 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 flowsoperations for the nine months ended September 30, 2021 and 2020, respectively (in thousands):
Nine Months Ended September 30,
20212020Change
Cash, cash equivalents and restricted cash - beginning of period$118,765 $37,616 $81,149 
Net cash provided by operating activities271,618 269,668 1,950 
Net cash used in investing activities(257,332)(159,919)(97,413)
Net cash used in financing activities(113,587)83,881 (197,468)
Cash, cash equivalents and restricted cash - end of period$19,464 $231,246 $(211,782)
Net cash provided by operating activities increased2022 compared to the same period in 2021 primarily due towere impacted by the impact of our 2020Merger, acquisitions, developments, dispositions, gains on sale, 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.capital markets transactions.
ForRevenues
Rental income increased $189.4 million, or 48.7%, for the nine months ended September 30, 2022 compared to the prior year period. This increase is comprised of the following:
•Acquisitions in 2021 net cash usedand 2022 contributed $37.6 million.
•Leasing activity, including contractual rent increases, contributed $11.4 million.
•Dispositions in investing activities primarily related to investments2021 and 2022 resulted in real estatea decrease of $147.3$14.2 million.
•Impact from the Merger contributed $154.6 million.


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Interest income increased $4.8 million, capital expendituresor 199.0%, from the prior year period as the result of $78.0 million, advances on real estate notes receivable of $66.5two financing receivables acquired during 2021 contributing $3.4 million and development of real estate of $48.5interest totaling $1.4 million partially offset by proceedsfrom notes receivables assumed in the Merger.
Other operating income increased $1.9 million, or 26.2%, from the saleprior year period primarily as a result of real estate of $67.6variable parking and asset management fees.
Expenses
Property operating expenses increased $67.7 million, and collection of real estate notes receivable of $15.4 million. Foror 42.5%, for the nine months ended September 30, 2020, net cash used2022 compared to the prior year period primarily as a result of the following activity:
•Acquisitions in investing activities primarily related to capital expenditures2021 and 2022 resulted in an increase of $59.0 million, investments$15.1 million.
•Increases in real estateportfolio operating expenses as follows:
◦Utilities expense of $52.6 million, development$3.2 million;
◦Administrative, leasing commissions, and other legal expense of real estate$2.1 million;
◦Janitorial expense of $49.5 million,$0.8 million;
◦Property tax expense increase of $0.6 million;
◦Compensation expense of $0.6 million;
◦Maintenance and fundingrepair expense of $1.1 million;
◦Security expense of $0.3 million; and
◦Insurance expense of $0.2 million.
•Dispositions in 2021 and 2022 resulted in a real estate loandecrease of $6.0 million, partially offset by proceeds$7.6 million.
•Impact from the saleMerger resulted in an increase of real estate of $6.4$51.3 million.
ForGeneral and administrative expenses increased approximately $13.1 million, or 51.7%, for the nine months ended September 30, 2021, net cash used2022 compared to the prior year period primarily as a result of the following activity:
•Incentive-based awards increases of $1.5 million.
•Compensation expense increases of $4.0 million, including $2.4 million of non-cash expense.
•Net increases, including professional fees, audit services, insurance and other administrative costs, of $2.0 million.
•Impact from the Merger resulted in financing activities primarily related to dividends paid to holdersan increase of our common stock of $210.0$5.6 million.
Merger-related costs totaled $92.6 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 $50.0 million. Forfor the nine months ended September 30, 2020, net cash provided by financing activities2022. These costs consisted primarily relatedof legal, consulting, and banking services incurred in connection with the Merger with HTA.
Depreciation and amortization expense increased $117.0 million, or 77.5%, for the nine months ended September 30, 2022 compared to proceedsthe prior year period primarily as a result of the following activity:
•Acquisitions in 2021 and 2022 resulted in an increase of $19.6 million.
•Various building and tenant improvement expenditures resulted in an increase of $7.6 million.
•Dispositions in 2021 and 2022 resulted in a decrease of $5.3 million.
•Assets that became fully depreciated resulted in a decrease of $7.6 million.
•Impact from unsecured senior notesthe Merger including a reset for fair value resulted in an increase of $793.6 million and proceeds from issuance of common stock of $50.0 million partially offset by payments on unsecured senior notes of $300.0 million, dividends paid to holders of our common stock of $205.9 million, payments on our secured mortgage loans of $114.1 million, and net payments on our unsecured revolving credit facility of $100.0$102.7 million.
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DividendsOther Income (Expense)
The amountGains on sale of dividends we pay to our stockholders is determined by our Boardreal estate properties
Gains on the sale of Directors,real estate properties in their sole discretion, and is dependent2022 totaling approximately $197.2 million.
Gains on a numberthe sale 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 monthlyreal estate properties in 2021 totaling approximately $41.0 million.
Interest expense
Interest expense increased $42.4 million, 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 available106.4%, for dividend distributions in any year may be less than 90% of our taxable income for the year, we may obtain the necessary funds through borrowings, issuing new securities or selling assets to pay out enough of our taxable income to satisfy our dividend distribution requirement. Our organizational documents do not establish a limit on dividends that may constitute a return of capital for federal income tax purposes. The dividend we pay to our stockholders is equal to the distributions received from HTALP in accordance with the terms of the HTALP partnership agreement. It is our intention to continue to pay dividends. However, our Board of Directors may reduce our dividend rate and we cannot guarantee the timing and amount of dividends that we may pay in the future, if any.
For the nine months ended September 30, 2021, we paid cash dividends2022 compared to the prior year period. The components of $210.0interest expense are as follows:
NINE MONTHS ENDED SEPTEMBER 30,CHANGE
Dollars in thousands20222021$%
Contractual interest$68,470 $36,590 $31,880 87.1 %
Net discount/premium accretion7,747 146 7,601 5,206.2 %
Deferred financing costs amortization2,760 2,114 646 30.6 %
Interest rate swap amortization126 126 — — %
Treasury hedge amortization320 320 — — %
Fair value derivative1,732 — 1,732 — %
Interest cost capitalization(848)(187)(661)353.5 %
Right-of-use assets financing amortization1,941 748 1,193 159.5 %
Total interest expense$82,248 $39,857 $42,391 106.4 %
Contractual interest expense increased $31.9 million, on our common stock. In October 2021or 87.1%, for the quarter ended September 30, 2021, we paid cash dividends on our common stock of $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 September 30, 2021, our leverage ratio, measured by debt less cash and cash equivalents to total capitalization, was 31.4%.
As of 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 September 30, 2021, $950.0 million was available on our $1.0 billion unsecured revolving credit facility originally maturing in June 2022. Subsequent to September 30, 2021, the unsecured revolving credit facility was amended and restated, extending maturity to October 2025.
Unsecured Term Loans
As of 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 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 September 30, 2021, we had unfunded loan commitments totaling $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 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 nine months ended September 30, 2021, we had no material off-balance sheet arrangements that have had or are reasonably likely2022 compared to havethe prior year period primarily as a current or future effect on our financial condition, revenues or expenses, resultsresult of operations, liquidity, capital expenditures or capital resources.the following activity:
Inflation•Senior notes and unsecured term loans assumed with the Merger accounted for an increase of approximately $22.8 million.
We are exposed•New unsecured term loans executed with the amended credit facility accounted for an increase of approximately $2.2 million.
•The Company's Unsecured Term Loan due 2024 and 2026, net of swaps, accounted for an increase of approximately $0.9 million.
•The Unsecured Credit Facility accounted for an increase of approximately $7.0 million due to inflation risk as income from future long-term leases is the primary source of our cash flows from operations. There are provisionsan increased weighted average balance outstanding and an increase in the majorityweighted average interest rate.
•Mortgage note repayments, net of our tenant leases that protect us from the impactassumptions, accounted for a decrease of normal inflation. These provisions include rent escalations, reimbursement billings for operating expense pass-through charges andapproximately $1.0 million.
Impairment of Real Estate Properties
Impairment of real estate taxproperties in 2021 totaling approximately $16.6 million was associated with the disposal of one property totaling $0.8 million and insurance reimbursementsthe reclassification of a property to held for sale resulting in an impairment of $10.7 million based on the contractual sales price. In addition, the Company recorded impairment charges totaling $5.1 million which includes a per square foot allowance. However, dueproperty associated with a redevelopment project in Nashville, Tennessee.
Equity loss from unconsolidated joint ventures
The Company recognized its proportionate share of losses from its unconsolidated joint ventures, These losses are primarily attributable to non-cash depreciation expense. See Note 3 to the long-term nature of our leases, among other factors,Condensed Consolidated Financial Statements accompanying this report for more details regarding the leases may not reset frequently enough to cover inflation.
45Company's unconsolidated joint ventures.

Item 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk
There have beenThe Company is exposed to market risk in the form of changing interest rates on its debt and mortgage notes. Management uses regular monitoring of market conditions and analysis techniques to manage this risk. During the nine months ended September 30, 2022, there were no material changes fromin the quantitative and qualitative disclosures about market risk previously disclosedrisks presented in our 2020the Company’s Annual Report on Form 10-K. On March 5, 2021,10-K for the United Kingdom Financial Conduct Authority (“FCA”), a regulatoryear ended December 31, 2021.


41


Table 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. On October 6, 2021, we entered into a third amended and restated revolving credit and term loan agreement, extending the maturities under the existing Unsecured Credit Agreement to October 31, 2025. However, the credit agreement, as amended, includes customary LIBOR 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 September 30, 2021, the fallback rate under SOFR was 0.16%. Comparatively, the U.S. dollar 1-Month LIBOR rate as of September 30, 2021 was 0.08%. Consequently, we do not anticipate the transition from LIBOR will have a material impact on our financial statements or results of operations.Contents


Item 4. Controls and Procedures
Healthcare Trust of America, Inc.Disclosure Controls and Procedures
HTA’sThe Company’s management, is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including HTA’s Chief Executive Officer (as the principal executive officer) and Chief Financial Officer (as the principal financial officer and principal accounting officer), to allow timely decisions regarding required disclosures.
As of September 30, 2021, an evaluation was conducted by HTA under the supervision and with the participation of its management, including HTA’sthe Company’s Chief Executive Officer and Chief Financial Officer, ofhas evaluated the effectiveness of itsthe Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act).Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based on this evaluation, HTA’sthe Company’s Chief Executive Officer and Chief Financial Officer eachhave concluded that, HTA’sas of the end of such period, the Company’s disclosure controls and procedures were effective asin recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports it files or submits under the Exchange Act.

Changes in Internal Control over Financial Reporting
On July 20, 2022, the Merger of September 30, 2021.
There were no changes in ourLegacy HR and Legacy HTA was completed, and the Company is currently integrating Legacy HTA into its operations, compliance program and internal control processes. SEC regulations allow companies to exclude acquisitions from their assessment of internal control over financial reporting that occurred during the quarterfirst year following an acquisition. The Company has excluded the acquired operations of Legacy HTA from management's assessment of internal control over financial reporting for the nine months ended September 30, 20212022. Excluding the Merger, there have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably believed to be likely to materially affect, ourthe Company’s internal control over financial reporting. This determination was reached after careful evaluation of the effects COVID-19 has had on our operations.
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 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 September 30, 2021.
There were no changes in HTALP’s internal control over financial reporting that occurred during the quarter ended 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.
November 5, 2021
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are subjectThe Company is, from time to claims andtime, involved in litigation arising in the ordinary course of business. We doThe Company is not believeaware of any liability from any reasonably foreseeable disposition of such claims andpending or threatened litigation individually or inthat, if resolved against the aggregate,Company, would have a material adverse effect on our accompanying condensedthe Company’s consolidated financial statements.position, results of operations or cash flows.
Item 1A. Risk Factors
The following supplementsIn addition to the other information set forth in this report and the risk factors discloseddiscussed below, an investor should carefully consider the factors discussed below and those discussed in Part I, Item 1A -“Item 1A. Risk Factors of ourFactors” in Legacy HR's Annual Report on Form 10-K for the year ended December 31, 2020 (our “20202021 and Legacy HTA's Annual Report on Form 10-K”). The following risk factor disclosure should be read in conjunction with10-K for the risk factors described in our 2020 Form 10-K. The discussion of risk factors, as so supplemented, sets forth the material risk factors thatyear ended December 31, 2021, which could materially affect ourthe Company’s business, financial condition or future results. The risks, as described below and in our 2020 Form 10-K and this QuarterlyLegacy HR’s Annual Report on Form 10-Q10-K for the year ended December 31, 2021 and Legacy HTA's Annual Report on Form 10-K for the year ended December 31, 2021, are not the only risks we face.facing the Company. Additional risks and uncertainties not currently known to usmanagement or that wemanagement currently deem to bedeems immaterial also may also materially, and adversely impact ouraffect the Company’s business, financial condition, operating results of operations andor cash flows.
Our success dependsRisk Factors Relating to the Company
Operational Risks
The Company has incurred substantial expenses related to the Merger.
The Company has incurred substantial expenses in connection with completing the Merger and expects to incur substantial expenses integrating the business, operations, networks, systems, technologies, policies and procedures of the two companies, including severance costs. In addition, there are a significant degree uponlarge number of systems that must be integrated, including billing, management information, asset management, accounting and finance, payroll and benefits, lease administration and regulatory compliance. Although the continued contributionsCompany has assumed that a certain level of our Board members, our interim Chief Executive Officertransaction and other key personnel, each of whomintegration expenses would be incurred, there are a number of factors beyond its control that could affect the total amount or the timing of its integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to replace. If we are unableestimate accurately at the present time. Due to employ a satisfactory successor to our interim Chief Executive Officer or if we were to losethese factors, the benefit oftransaction and integration expenses associated with the experience, efforts and abilities of one or more of these individuals, our operating resultsMerger 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 roleparticularly in the identification and acquisition of investments,near term, exceed 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 concludedsavings 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.Company
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Significant stockholdersexpects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the integration of the businesses. As a result, Legacy HR incurred expenses against its earnings before the completion of the Merger, and the Company has incurred and expects to incur additional expenses and charges following the Merger.
The Company may attemptbe unable to effect changesintegrate the businesses of Legacy HR and Legacy HTA successfully and realize the anticipated synergies and related benefits of the Merger or do so within the anticipated timeframe.
The Merger involves the combination of two companies that operated as independent public companies. The Company is devoting significant management attention and resources to integrate the business practices and operations of Legacy HR and Legacy HTA. Potential difficulties the Company may encounter in the integration process include the following:
1.the inability to successfully combine the businesses of Legacy HR and Legacy HTA in a manner that permits the Company to achieve the cost savings anticipated to result from the Merger, which would result in the anticipated benefits of the Merger not being realized in the timeframe currently anticipated or at our companyall;
2.the complexities associated with managing the combined businesses out of different locations and integrating personnel from the two companies;
3.the additional complexities of combining two companies with different histories, cultures, markets and tenant bases;
4.the failure to retain key employees of the Company;
5.potential unknown liabilities and unforeseen increased expenses, delays or acquire control over our company,regulatory conditions associated with the Merger; and
6.performance shortfalls at one or both of the two companies as a result of the diversion of management's attention caused by completing the Merger and integrating the operations of Legacy HR and Legacy HTA.
For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of the Company's management, the disruption of the Company's ongoing business or inconsistencies in the Company's services, standards, controls, procedures and policies, any of which could impact the pursuit of business strategies and adversely affect ourthe ability of the Company to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of the Merger, or could otherwise adversely affect the business and financial results of the Company.
The Company may be unable to retain key employees.
The success of the Company after the Merger will depend in part upon its ability to retain key employees. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the Company following the Merger. Accordingly, no assurance can be given that the Company will be able to retain key employees.
The trading price of shares of common stock of the Company may be affected by factors different from those that affected the price of shares of Legacy HR's common stock or Legacy HTA’s common stock before the Merger.
The results of operations of the Company, as well as the trading price of the shares of common stock of the Company, may be affected by factors different from those that affected Legacy HR's or Legacy HTA's results of operations and financial condition.the trading prices of their respective shares of common stock. These factors include:
We recently1.a greater number of shares of common stock of the Company outstanding;
2.different stockholders;
3.different businesses; and
4.different assets and capitalizations.
In addition, the Company may take actions in the future—such as a share split, reverse share split, stock repurchases, or reclassification—that could affect the trading price of its shares of common stock.
Accordingly, the historical trading prices and financial results of Legacy HR and Legacy HTA may not be indicative of these matters for the Company after the Merger.


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The Company cannot assure you that it will be able to continue paying dividends at or above the rates paid by Legacy HR and Legacy HTA.
The stockholders of the Company may not receive dividends at the same rate they received communications from an investor regarding our governancedividends as stockholders of Legacy HR and strategic direction. Other investors could take stepsstockholders of Legacy HTA for various reasons, including the following:
1.the Company may not have enough cash to involve themselves in our governance and strategic direction. Activist investors may attemptpay such dividends due to effect changes in our strategic directionthe Company's cash requirements, capital spending plans, cash flow or financial position;
2.decisions on whether, when and how wein which amounts to make any future distributions will remain at all times entirely at the discretion of the board of directors of the Company, which reserves the right to change the Company's current dividend practices at any time and for any reason;
3.the Company may desire to retain cash to maintain or improve its credit ratings; and
4.the amount of dividends that the Company's subsidiaries may distribute to the Company may be subject to restrictions imposed by state law, restrictions that may be imposed by state regulators, and restrictions imposed by the terms of any current or future indebtedness that these subsidiaries may incur.
Stockholders of the Company do not have contractual or other legal right to dividends that have not been authorized by the board of directors of the Company.
Regulatory and Legal Risks
Counterparties to certain agreements with Legacy HR or Legacy HTA may exercise contractual rights under such agreements in connection with the Merger.
Legacy HR and Legacy HTA are governed,each party to certain agreements that give the counterparties certain rights in connection with a qualifying change in control, including in some cases the right to terminate the agreement. The Merger may constitute a change in control under some of these agreements, and therefore the counterparties could exercise any rights they may have regarding termination, repurchase, recourse against the Company for obligations of its subsidiaries, acceleration of payment obligations or otherwise. In addition, counterparties may seek modifications of the terms of agreements as a condition to acquiregranting a waiver or consent. If such counterparties exercise any such contractual rights, this may adversely impact the Company.
Joint venture investments, including those resulting from the contribution of certain of Legacy HTA properties into one or more joint ventures, could be adversely affected by the Company's lack of sole decision-making authority, its reliance on its joint venture partners' financial condition or disputes between any joint venture partner and the Company.
The Company has joint venture investments that constitute a portion of the Company’s assets. In addition, certain assets of Legacy HTA have been contributed to one or more joint ventures and more may be contributed to joint ventures in the near future. The Company may enter into additional joint ventures in the future. The Company will not be in a position to exercise sole decision-making authority regarding the partnership, joint venture or other entity. Investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third-party not involved. For example, joint venture partners may have economic or other business interests or goals that are inconsistent with the business interests or goals of the Company, they could be in a position to take actions contrary to the policies or objectives of the Company, and they may have competing interests that could create conflict of interest issues. Such investments may also have the potential risk of impasses on decisions, because neither the Company nor the joint venture partner would have full control over the company. Some investors seekpartnership or joint venture. In addition, joint venture partners of the Company may have consent rights, rights to increase short-term stockholder valuebuy or sell joint venture interests, or other rights under certain agreements, which may have been implicated as a result of the Merger. Disputes between the Company and joint venture partners may result in litigation or arbitration. In addition, if joint venture partners fail to fund their share of required capital contributions due to insolvency or for other reasons, the joint venture investments, including properties owned by advocating corporate actions such as financial restructuring, increasedthe joint ventures, could be subject to additional risk.
Other Risks

The Company has a substantial amount of indebtedness and may need to incur more in the future.
The Company has substantial indebtedness, and in connection with executing the Company's business strategies following the Merger, the Company expects to acquire additional properties, and the Company may elect to finance these acquisitions by incurring additional indebtedness. Its substantial indebtedness could have material adverse


44



consequences for the Company, including (a) reducing the Company's credit ratings and thereby raising its borrowing specialcosts, (b) hindering the Company's ability to adjust to changing market, industry or economic conditions, (c) limiting the Company's ability to access the capital markets to refinance maturing debt or to fund acquisitions or emerging businesses, (d) limiting the amount of free cash flow available for future operations, acquisitions, dividends, stock repurchases or even salesother uses, (e) making the Company more vulnerable to economic or industry downturns, including interest rate increases, and (f) placing the Company at a competitive disadvantage compared to less leveraged competitors.
Additionally, the agreements that govern the terms of assets its indebtedness contain a number of restrictive covenants (including, without limitation, financial maintenance covenants) that impose significant operating and financial restrictions on the Company and may limit its ability to engage in acts that may be in its long-term best interest. Moreover, the Company's ability to satisfy any financial maintenance covenants may be affected by events beyond its control and, as a result, it cannot provide assurance that it will be able to satisfy any such covenants.
A breach of the covenants under the agreements that govern the terms of any of the Company's indebtedness could result in an event of default under the applicable indebtedness. Such a default may allow the applicable creditors to accelerate the related debt and/or terminate any related commitments to extend further credit and may result in the entire company. While we welcome varying opinions from all shareholders, activist campaigns that contestacceleration of any other debt to which a cross-acceleration or conflict with our strategic directioncross-default provision applies. In the event debtholders accelerate the repayment of the Company's indebtedness, the Company may not have sufficient resources to repay such indebtedness.
Moreover, to respond to competitive challenges, the Company may be required to raise substantial additional capital to execute its business strategy. The Company's ability to arrange additional financing will depend on, among other factors, the Company's financial position and performance, as well as prevailing market conditions and other factors beyond the Company's control. If the Company is unable to obtain additional financing, the Company's credit ratings could be further adversely affected, which could further raise the Company's borrowing costs and further limit its future access to capital and its ability to satisfy its obligations under its indebtedness.
The unavailability of equity and debt capital, volatility in the credit markets, increases in interest rates, or changes in the Company’s debt ratings could have an adverse effect on our resultsthe Company’s ability to meet its debt payments, make dividend payments to stockholders or engage in acquisition and development activity.
A REIT is required by the Internal Revenue Code of operations and financial condition1986, as respondingamended (the “Internal Revenue Code”), to proxy contests and other actions by activist shareholders can disrupt our operations,make dividend distributions, thereby retaining less of its capital for growth. As a result, a REIT typically requires new capital to invest in real estate assets. However, there may be costly and time-consuming, and diverttimes when the attention of our board and senior managementCompany will have limited access to capital 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 changeequity and/or debt markets. Changes in the directionCompany’s debt ratings could have a material adverse effect on its interest costs and financing sources. The Company’s debt rating can be materially influenced by a number of factors including, but not limited to, acquisitions, investment decisions, and capital management activities. The capital and credit markets have experienced volatility and at times have limited the business, instability or lackavailability of continuity whichfunds. The Company’s ability to access the capital and credit markets may be exploitedlimited 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 perceptionsthese or other factors, that dowhich could have an impact on its ability to refinance maturing debt, fund dividend payments and operations, acquire healthcare properties and complete development and redevelopment projects. If the Company is unable to refinance or extend principal payments due at maturity of its various debt instruments, its cash flow may not necessarily reflectbe sufficient to repay maturing debt or make dividend payments to stockholders. If the underlying fundamentalsCompany defaults in paying any of its debts or satisfying its debt covenants, it could experience cross-defaults among debt instruments, the debts could be accelerated and prospectsthe Company could be forced to liquidate assets for less than the values it would otherwise receive.
Further, the Company obtains credit ratings from various credit-rating agencies based on their evaluation of our business.the Company's credit. These agencies' ratings are based on a number of factors, some of which are not within the Company's control. In addition to factors specific to the Company's financial strength and performance, the rating agencies also consider conditions affecting REITs generally. The Company's credit ratings could be downgraded. If the Company's credit ratings are downgraded or other negative action is taken, the Company could be required, among other things, to pay additional interest and fees on borrowings.
Increases in interest rates could have a material adverse effect on the Company's cost of capital.
In March 2022, the Federal Reserve began, and it has continued and is expected to continue, to raise interest rates in an effort to curb inflation. Increases in interest rates will increase interest cost on new fixed and variable debt and on


45



existing variable rate debt. Such increases in the cost of capital could adversely impact the Company's ability to finance operations, acquire and develop properties, and refinance existing debt. Additionally, increased interest rates may also result in less liquid property markets, limiting the Company's ability to sell or contribute to a joint venture existing assets.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
PurchasesAuthorized Repurchases of Equity Securities by the Issuer and Affiliated Purchasers
DuringOn August 2, 2022, the three months ended September 30, 2021, we repurchasedCompany’s Board of Directors authorized the repurchase of up to $500.0 million of outstanding shares of ourthe Company’s common stock as follows:
Period
Total Number of
Shares Purchased (1) (2)
Average Price
Paid per Share (1) (2)
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plan or Program		Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
July 1, 2021 to July 31, 2021426 $27.25 — — 
August 1, 2021 to August 31, 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.
(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.
either in the open market or through privately negotiated transactions, subject to market conditions, regulatory constraints, and other customary conditions. The Company is not obligated under this authorization to repurchase any specific number of shares. This authorization supersedes all previous stock repurchase authorizations. As of the date of this report, the Company has not repurchased any shares of its common stock under this authorization.    

PERIODTOTAL NUMBER OF SHARES PURCHASEDAVERAGE PRICE PAID per shareTOTAL NUMBER OF SHARES purchased as part of publicly announced plans of programsMAXIMUM NUMBER OF SHARES that may yet be purchased under the plans or programs
July 1 - July 31— $— — — 
August 1 - August 31— — — — 
September 1 - September 302,018 24.14 — — 
Total2,018 
Item 6. Exhibits
The exhibits listed on the Exhibit Index are included, and incorporated by reference, in this Quarterly Report.
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EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.
The following exhibits are included, or incorporated by reference, in this Quarterly Report for the quarter ended September 30, 2021 (and are numbered in accordance with Item 601 of Regulation S-K).
1.1EXHIBITDESCRIPTION
Exhibit 2.1
Equity Distribution Agreement and Plan of Merger, dated March 5, 2021,as of February 28, 2022, by and among Healthcare Realty Trust Incorporated (now known as HRTI, LLC), Healthcare Trust of America, Inc. (now known as Healthcare Realty Trust Incorporated), Healthcare Trust of America Holdings, LP, on the one hand,L.P. (now known as Healthcare Realty Holdings, L.P.), 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).HR Acquisition 2, LLC. 1
1.2Exhibit 3.1
Equity Distribution Agreement, dated March 5, 2021, byFifth Articles of Amendment and among Healthcare TrustRestatement 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
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12Exhibit 3.2
Master Forward Confirmation, dated March 5, 2021, betweenArticles of Amendment of Healthcare Trust of America, Inc. and Bank of Montreal (included(now known as Exhibit 1.12 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).Healthcare Realty Trust Incorporated), effective December 15, 2014.4
1.13Exhibit 3.3
Master Forward Confirmation, dated March 5, 2021, betweenArticles of Amendment of Healthcare Trust of America, Inc. and MUFG Securities EMEA plc. (included(now known as Exhibit 1.13 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference)Healthcare Realty Trust Incorporated).2
1.14Exhibit 3.4
Master Forward Confirmation, dated March 5, 2021, betweenFourth Amended and Restated Bylaws of Healthcare Trust of America, Inc. and Wells Fargo Bank, National Association (included(now known as Exhibit 1.14 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).Healthcare Realty Trust Incorporated), as amended. 5
1.15Exhibit 4.1
Master Forward Confirmation,Indenture, dated March 5, 2021, betweenas of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust of America, Inc.Incorporated and U.S. 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).Trust Company, National Association. 2
1.16Exhibit 4.2
Master Forward Confirmation,Supplemental Indenture No. 1, dated March 5, 2021,as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association.2
Exhibit 4.3
Supplemental Indenture No. 2, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association.2
Exhibit 4.4
Supplemental Indenture No. 3, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association.2
Exhibit 4.5
Supplemental Indenture No. 4, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association.2
Exhibit 4.6
Tenth Supplemental Indenture, dated as of July 22, 2022, by and between Healthcare Trust of America, Inc.HRTI, LLC and Jefferies LLC (included as Truist Bank.2
Exhibit 1.16 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference)4.7
3.875% Senior Notes due 2025.2
Exhibit 4.8
3.625% Senior Notes due 2028 (No. 2028-1).2
Exhibit 4.9
3.625% Senior Notes due 2028 (No. 2028-2).2
Exhibit 4.10
2.400% Senior Notes due 2030 (No. 2030-1).2
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1.17Exhibit 4.11
Master Forward Confirmation,2.400% Senior Notes due 2030 (No. 2030-2).2
Exhibit 4.12
2.050% Senior Notes due 2031.2
Exhibit 4.13
Guarantee of 2025 Note.2
Exhibit 4.15
Guarantee of 2028 Note.2
Exhibit 4.16
Guarantee of 2030 Note.2
Exhibit 4.17
Guarantee of 2031 Note.2
Exhibit 10.1
1.18
5.1Exhibit 10.2
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†
10.2
10.3
Exhibit 10.3
Contribution and BankAssignment Agreement, dated as of America, N.A.July 20, 2022, by and between Healthcare Realty Trust Incorporated and Healthcare Realty Holdings, L.P.2
Exhibit 10.4
Third Amended and Restated Employment Agreement, dated February 16, 2016, by and between Todd J. Meredith and Legacy HR (previously filed as Exhibit 10.10 to Legacy HR’s Form 10-K for the year ended December 31, 2015 filed with the SEC on February 16, 2016 and incorporated by reference herein).2
Exhibit 10.5
Amendment No. 1 to Third Amended and Restated Employment Agreement, dated February 12, 2020, by and between Todd J. Meredith and Legacy HR (previously filed as syndication agents, Bank of Montreal, The Bank of Nova Scotia, FifthExhibit 10.5 to Legacy HR’s Form 10-K for the year ended December 31, 2019 filed with the SEC on February 12, 2020 and incorporated by reference herein).2
Exhibit 10.6
Amendment No. 2 to Third Bank, National Association, Mizuho Bank, LTD., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD.Amended and Regions Bank,Restated Employment Agreement, dated February 18, 2022, by and between Todd J. Meredith and Legacy HR (previously filed as documentation agents,Exhibit 10.6 to Legacy HR’s Form 10-K for the year ended December 31, 2021 filed with the SEC on February 22, 2022 and incorporated by reference herein).2
Exhibit 10.7
Third Amended and Restated Employment Agreement, dated February 15, 2017, by and between John M. Bryant, Jr. and Legacy HR (previously filed as Exhibit 10.8 to Legacy HR’s Form 10-K for the lenders named therein,year ended December 31, 2016 filed with the SEC on February 15, 2017 and incorporated by reference herein).2
Exhibit 10.8
Amendment No. 1 to Third Amended and Restated Employment Agreement, dated October 6,February 12, 2020, by and between John M. Bryant, Jr. and Legacy HR (previously filed as Exhibit 10.7 to Legacy HR’s Form 10-K for the year ended December 31, 2019 filed with the SEC on February 12, 2020 and incorporated by reference herein).2
Exhibit 10.9
Amended and Restated Employment Agreement, dated January 1, 2017, by and between Robert E. Hull and Legacy HR (previously filed as Exhibit 10.9 to Legacy HR’s Form 10-K for the year ended December 31, 2016 filed with the SEC on February 15, 2017 and incorporated by reference herein).2
Exhibit 10.10
Amendment No. 1 to Amended and Restated Employment Agreement, dated February 12, 2020, by and between Robert E. Hull and Legacy HR (previously filed as Exhibit 10.9 to Legacy HR’s Form 10-K for the year ended December 31, 2019 filed with the SEC on February 12, 2020 and incorporated by reference herein).2
Exhibit 10.11
Amendment No. 2 to Amended and Restated Employment Agreement, dated February 18, 2022, by and between Robert E. Hull and Legacy HR (previously filed as Exhibit 10.11 to Legacy HR’s Form 10-K for the year ended December 31, 2021 (includedfiled with the SEC on February 22, 2022 and incorporated by reference herein).2
Exhibit 10.12
Amended and Restated Employment Agreement, dated February 2, 2016, by and between J. Christopher Douglas and Legacy HR (previously filed as Exhibit 10.1 to our Current Report onLegacy HR’s Form 8-K filed with the SEC on October 7,February 3, 2016 and incorporated by reference herein).2
Exhibit 10.13
Amendment No. 1 to Amended and Restated Employment Agreement, dated February 12, 2020, by and between J. Christopher Douglas and Legacy HR (previously filed as Exhibit 10.11 to Legacy HR’s Form 10-K for the year ended December 31, 2019 filed with the SEC on February 12, 2020 and incorporated by reference herein).2
Exhibit 10.14
Amendment No. 2 to Amended and Restated Employment Agreement, dated February 18, 2022, by and between J. Christopher Douglas and Legacy HR (previously filed as Exhibit 10.4 to Legacy HR’s Form 10-K for the year ended December 31, 2021 filed with the SEC on February 22, 2022 and incorporated by reference herein).2
Exhibit 10.15
Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Julie F. Wilson and Legacy HR (previously filed as Exhibit 10.1 to Legacy HR’s Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)reference herein).2
23.1Exhibit 10.16
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).Executive Incentive Program, dated August 1, 2022.7
31.1*Exhibit 10.17
Second Amended and Restated Agreement of Limited Partnership Healthcare Trust of America Holdings, LP (now known as Healthcare Realty Holdings, L.P.).2


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Table of Contents

Exhibit 31.1
Certification of the Chief Executive Officer of Healthcare Realty Trust Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.(filed herewith)
31.2*Exhibit 31.2
Certification of the Chief Financial Officer of Healthcare Realty Trust Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.(filed herewith)
31.3*Exhibit 32
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
31.4*
32.1**
32.2**Exhibit 101.INS
32.3**
32.4**
101.INS*Exhibit 101.SCHInline XBRL Instance Document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document.Document (furnished electronically herewith)
101.CAL*Exhibit 101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.Document (furnished electronically herewith)
101.DEF*Exhibit 101.LABInline XBRL Taxonomy Extension Labels Linkbase Document (furnished electronically herewith)
Exhibit 101.DEFXBRL Taxonomy Extension Definition Linkbase Document.Document (furnished electronically herewith)
101.LAB*Exhibit 101.PREInline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.Document (furnished electronically herewith)
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
1Filed as an exhibit to the Company's Current Report on Form 8-K filed February 28, 2022 and hereby incorporated by reference.
2Filed as an exhibit to the Company's Current Report on Form 8-K filed July 26, 2022 and hereby incorporated by reference.
3Filed as an exhibit to the Company's Current Report on Form 8-K filed March 11, 2014 and hereby incorporated by reference.
4Filed as an exhibit to the Company's Current Report on Form 8-K filed December 16, 2014 and hereby incorporated by reference.
5Filed as an exhibit to the Company's Current Report on Form 8-K filed April 29, 2020 and hereby incorporated by reference.
6Filed as an exhibit to the Company's Current Report on Form 8-K filed May 16, 2022 and hereby incorporated by reference.
7Filed as an exhibit to the Company's Current Report on Form 8-K filed August 5, 2022 and hereby incorporated by reference.

Filed herewith.**Furnished herewith.†Compensatory plan or arrangement.

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SIGNATURESSIGNATURE
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.HEALTHCARE REALTY TRUST INCORPORATED
By:/s/ Peter N. FossInterim President and Chief Executive Officer
Peter N. Foss(Principal Executive Officer)
Date:November 5, 2021
By:/s/ Robert A. MilliganChief Financial Officer
 Robert A. Milligan(Principal Financial Officer and Principal Accounting Officer)
Date:November 5, 2021
Healthcare Trust of America Holdings, LPBy:/s/ J. CHRISTOPHER DOUGLAS
By:J. Christopher DouglasHealthcare Trust of America, Inc.,
its General Partner
By:/s/ Peter N. FossInterimExecutive Vice President and Chief Executive Officer
Peter N. Foss(Principal Executive Officer)
Date:November 5, 2021
By:/s/ Robert A. MilliganChief Financial Officer
 Robert A. Milligan(Principal Financial Officer and Principal Accounting Officer)
Date:November 5, 20219, 2022


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