Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 24, 2016 | |
Entity Information [Line Items] | ||
Entity Registrant Name | HEALTHCARE TRUST OF AMERICA, INC. | |
Entity Central Index Key | 1,360,604 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 141,727,903 | |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Entity Information [Line Items] | ||
Entity Registrant Name | Healthcare Trust of America Holdings, LP | |
Entity Central Index Key | 1,495,491 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Real estate investments: | ||
Land | $ 381,745 | $ 303,706 |
Building and improvements | 3,406,897 | 2,901,157 |
Lease intangibles | 466,434 | 430,749 |
Real estate investments, gross | 4,255,076 | 3,635,612 |
Accumulated depreciation and amortization | (779,378) | (676,144) |
Real estate investments, net | 3,475,698 | 2,959,468 |
Cash and cash equivalents | 17,938 | 13,070 |
Restricted cash and escrow deposits | 13,689 | 15,892 |
Receivables and other assets, net | 160,837 | 141,703 |
Other intangibles, net | 47,728 | 42,167 |
Total assets | 3,715,890 | 3,172,300 |
Liabilities: | ||
Debt | 1,712,598 | 1,590,696 |
Accounts payable and accrued liabilities | 104,202 | 94,933 |
Derivative financial instruments - interest rate swaps | 4,866 | 2,370 |
Security deposits, prepaid rent and other liabilities | 44,828 | 46,295 |
Intangible liabilities, net | 36,928 | 26,611 |
Total liabilities | 1,903,422 | 1,760,905 |
Commitments and contingencies | ||
Redeemable noncontrolling interests | 9,215 | 4,437 |
Equity/Partners' Capital: | ||
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 141,728,448 and 127,026,839 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 1,417 | 1,270 |
Additional paid-in capital | 2,753,566 | 2,328,806 |
Cumulative dividends in excess of earnings | (1,042,977) | (950,652) |
Total stockholders’ equity | 1,712,006 | 1,379,424 |
Noncontrolling interests | 91,247 | 27,534 |
Total equity | 1,803,253 | 1,406,958 |
Total liabilities and equity/partners' capital | 3,715,890 | 3,172,300 |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Real estate investments: | ||
Land | 381,745 | 303,706 |
Building and improvements | 3,406,897 | 2,901,157 |
Lease intangibles | 466,434 | 430,749 |
Real estate investments, gross | 4,255,076 | 3,635,612 |
Accumulated depreciation and amortization | (779,378) | (676,144) |
Real estate investments, net | 3,475,698 | 2,959,468 |
Cash and cash equivalents | 17,938 | 13,070 |
Restricted cash and escrow deposits | 13,689 | 15,892 |
Receivables and other assets, net | 160,837 | 141,703 |
Other intangibles, net | 47,728 | 42,167 |
Total assets | 3,715,890 | 3,172,300 |
Liabilities: | ||
Debt | 1,712,598 | 1,590,696 |
Accounts payable and accrued liabilities | 104,202 | 94,933 |
Derivative financial instruments - interest rate swaps | 4,866 | 2,370 |
Security deposits, prepaid rent and other liabilities | 44,828 | 46,295 |
Intangible liabilities, net | 36,928 | 26,611 |
Total liabilities | 1,903,422 | 1,760,905 |
Commitments and contingencies | ||
Redeemable noncontrolling interests | 9,215 | 4,437 |
Equity/Partners' Capital: | ||
Limited partners’ capital, 4,323,095 and 1,929,942 units issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 90,977 | 27,264 |
General partners’ capital, 141,728,448 and 127,026,839 units issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 1,712,276 | 1,379,694 |
Total partners’ capital | 1,803,253 | 1,406,958 |
Total liabilities and equity/partners' capital | $ 3,715,890 | $ 3,172,300 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Equity: | ||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Partners’ Capital: | ||
Limited partner's capital, units issued | 4,323,095 | 1,929,942 |
Limited partner's capital, units outstanding | 4,323,095 | 1,929,942 |
General partner's capital, units issued | 141,728,448 | 127,026,839 |
General partner's capital, units outstanding | 141,728,448 | 127,026,839 |
Class A Common Stock | ||
Equity: | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 141,728,448 | 127,026,839 |
Common stock, shares outstanding | 141,728,448 | 127,026,839 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Revenues: | |||||
Rental income | $ 118,252 | $ 103,875 | $ 338,646 | $ 301,570 | |
Interest and other operating income | 88 | 67 | 243 | 203 | |
Total revenues | 118,340 | 103,942 | 338,889 | 301,773 | |
Expenses: | |||||
Rental | 36,885 | 32,921 | 105,299 | 92,855 | |
General and administrative | 7,293 | 6,430 | 20,879 | 19,229 | |
Acquisition-related | 1,122 | 907 | 4,997 | 3,365 | |
Depreciation and amortization | 47,864 | 40,518 | 130,430 | 115,179 | |
Impairment | 0 | 0 | 0 | 1,655 | |
Total expenses | 93,164 | 80,776 | 261,605 | 232,283 | |
Income before other income (expense) | 25,176 | 23,166 | 77,284 | 69,490 | |
Interest expense: | |||||
Interest related to derivative financial instruments | (552) | (903) | (1,856) | (2,278) | |
Gain (loss) on change in fair value of derivative financial instruments, net | 1,306 | (2,383) | (2,144) | (3,079) | |
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments | 754 | (3,286) | (4,000) | (5,357) | |
Interest related to debt | (16,386) | (13,536) | (44,503) | (41,499) | |
Gain on sale of real estate, net | 0 | 152 | 4,212 | 152 | |
(Loss) gain on extinguishment of debt, net | (3,000) | (14) | (3,022) | 107 | |
Other income | 95 | 72 | 220 | 91 | |
Net income | 6,639 | 6,554 | 30,191 | 22,984 | |
Net income attributable to noncontrolling interests | [1] | (212) | (91) | (830) | (425) |
Net income attributable to common stockholders/unitholders | $ 6,427 | $ 6,463 | $ 29,361 | $ 22,559 | |
Earnings per common share/unit - basic: | |||||
Net income attributable to common stockholders/unitholders (in usd per share) | $ 0.05 | $ 0.05 | $ 0.22 | $ 0.18 | |
Earnings per common share/unit - diluted: | |||||
Net income attributable to common stockholders/unitholders (in usd per share) | $ 0.04 | $ 0.05 | $ 0.21 | $ 0.18 | |
Weighted average common shares/units outstanding: | |||||
Basic (in shares/units) | 138,807 | 126,863 | 134,905 | 125,750 | |
Diluted (in shares/units) | 143,138 | 128,793 | 138,314 | 127,680 | |
Dividends declared per common share (in usd per share) | $ 0.300 | $ 0.295 | $ 0.890 | $ 0.875 | |
Healthcare Trust of America Holdings, LP (HTALP) | |||||
Revenues: | |||||
Rental income | $ 118,252 | $ 103,875 | $ 338,646 | $ 301,570 | |
Interest and other operating income | 88 | 67 | 243 | 203 | |
Total revenues | 118,340 | 103,942 | 338,889 | 301,773 | |
Expenses: | |||||
Rental | 36,885 | 32,921 | 105,299 | 92,855 | |
General and administrative | 7,293 | 6,430 | 20,879 | 19,229 | |
Acquisition-related | 1,122 | 907 | 4,997 | 3,365 | |
Depreciation and amortization | 47,864 | 40,518 | 130,430 | 115,179 | |
Impairment | 0 | 0 | 0 | 1,655 | |
Total expenses | 93,164 | 80,776 | 261,605 | 232,283 | |
Income before other income (expense) | 25,176 | 23,166 | 77,284 | 69,490 | |
Interest expense: | |||||
Interest related to derivative financial instruments | (552) | (903) | (1,856) | (2,278) | |
Gain (loss) on change in fair value of derivative financial instruments, net | 1,306 | (2,383) | (2,144) | (3,079) | |
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments | 754 | (3,286) | (4,000) | (5,357) | |
Interest related to debt | (16,386) | (13,536) | (44,503) | (41,499) | |
Gain on sale of real estate, net | 0 | 152 | 4,212 | 152 | |
(Loss) gain on extinguishment of debt, net | (3,000) | (14) | (3,022) | 107 | |
Other income | 95 | 72 | 220 | 91 | |
Net income | 6,639 | 6,554 | 30,191 | 22,984 | |
Net income attributable to noncontrolling interests | (1) | (20) | (28) | (77) | |
Net income attributable to common stockholders/unitholders | $ 6,638 | $ 6,534 | $ 30,163 | $ 22,907 | |
Earnings per common share/unit - basic: | |||||
Net income attributable to common stockholders/unitholders (in usd per share) | $ 0.05 | $ 0.05 | $ 0.22 | $ 0.18 | |
Earnings per common share/unit - diluted: | |||||
Net income attributable to common stockholders/unitholders (in usd per share) | $ 0.05 | $ 0.05 | $ 0.22 | $ 0.18 | |
Weighted average common shares/units outstanding: | |||||
Basic (in shares/units) | 143,137 | 128,793 | 138,314 | 127,781 | |
Diluted (in shares/units) | 143,137 | 128,793 | 138,314 | 127,781 | |
Dividends declared per common share (in usd per share) | $ 0.300 | $ 0.295 | $ 0.890 | $ 0.875 | |
[1] | Includes amounts attributable to redeemable noncontrolling interests. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock | Common StockClass A Common Stock | Additional Paid-In Capital | Cumulative Dividends in Excess of Earnings | Total Stockholders’ Equity | Noncontrolling Interests |
Beginning balance at Dec. 31, 2014 | $ 1,476,421 | $ 1,251 | $ 2,281,932 | $ (836,044) | $ 1,447,139 | $ 29,282 | |
Beginning balance (in shares) at Dec. 31, 2014 | 125,087,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net | 43,649 | $ 18 | 43,631 | 43,649 | |||
Issuance of common stock, net (in shares) | 1,800,000 | ||||||
Share-based award transactions, net | 4,462 | $ 2 | 4,460 | 4,462 | |||
Share-based award transactions, net (in shares) | 200,000 | ||||||
Repurchase and cancellation of common stock | (1,322) | $ (1) | (1,321) | (1,322) | |||
Repurchase and cancellation of common stock (in shares) | (49,000) | ||||||
Dividends declared | (111,766) | (110,071) | (110,071) | (1,695) | |||
Net income | 22,907 | 22,559 | 22,559 | 348 | |||
Ending balance at Sep. 30, 2015 | 1,434,351 | $ 1,270 | 2,328,702 | (923,556) | 1,406,416 | 27,935 | |
Ending balance (in shares) at Sep. 30, 2015 | 127,038,000 | ||||||
Beginning balance at Dec. 31, 2015 | 1,406,958 | $ 1,270 | 2,328,806 | (950,652) | 1,379,424 | 27,534 | |
Beginning balance (in shares) at Dec. 31, 2015 | 127,026,839 | 127,027,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net | 417,163 | $ 141 | 417,022 | 417,163 | |||
Issuance of common stock, net (in shares) | 14,138,000 | ||||||
Issuance of operating partnership units in connection with an acquisition | 71,754 | 71,754 | |||||
Share-based award transactions, net | 5,136 | $ 4 | 5,132 | 5,136 | |||
Share-based award transactions, net (in shares) | 393,000 | ||||||
Repurchase and cancellation of common stock | (2,425) | $ (1) | (2,424) | (2,425) | |||
Repurchase and cancellation of common stock (in shares) | (87,000) | ||||||
Redemption of noncontrolling interest and other | (676) | $ 3 | 5,030 | 5,033 | (5,709) | ||
Redemption of noncontrolling interest and other (in shares) | 257,000 | ||||||
Dividends declared | (124,820) | (121,686) | (121,686) | (3,134) | |||
Net income | 30,163 | 29,361 | 29,361 | 802 | |||
Ending balance at Sep. 30, 2016 | $ 1,803,253 | $ 1,417 | $ 2,753,566 | $ (1,042,977) | $ 1,712,006 | $ 91,247 | |
Ending balance (in shares) at Sep. 30, 2016 | 141,728,448 | 141,728,000 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Healthcare Trust of America Holdings, LP (HTALP) | Healthcare Trust of America Holdings, LP (HTALP)General Partners’ Capital | Healthcare Trust of America Holdings, LP (HTALP)Limited Partners’ Capital |
Balance as of beginning of period at Dec. 31, 2014 | $ 1,476,421 | $ 1,447,409 | $ 29,012 | |
Balance as of beginning of period (in units) at Dec. 31, 2014 | 125,087,000 | 2,155,000 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Issuance of general partner units, net | 43,649 | $ 43,649 | ||
Issuance of general partner units, net (in units) | 1,800,000 | |||
Share-based award transactions, net | 4,462 | $ 4,462 | ||
Share-based award transactions, net (in units) | 200,000 | (225,000) | ||
Redemption and cancellation of general partner units | (1,322) | $ (1,322) | ||
Redemption and cancellation of general partner units (in units) | (49,000) | |||
Distributions declared | (111,766) | $ (110,071) | $ (1,695) | |
Net income | $ 22,559 | 22,907 | 22,559 | 348 |
Balance as of end of period at Sep. 30, 2015 | 1,434,351 | $ 1,406,686 | $ 27,665 | |
Balance as of end of period (in units) at Sep. 30, 2015 | 127,038,000 | 1,930,000 | ||
Balance as of beginning of period at Dec. 31, 2015 | 1,406,958 | $ 1,379,694 | $ 27,264 | |
Balance as of beginning of period (in units) at Dec. 31, 2015 | 127,027,000 | 1,930,000 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Issuance of general partner units, net | 417,163 | $ 417,163 | ||
Issuance of general partner units, net (in units) | 14,138,000 | |||
Issuance of limited partner units in connection with an acquisition | $ 71,754 | $ 71,754 | ||
Issuance of limited partner units in connection with an acquisition (in units) | 2,650,409 | 2,650,000 | ||
Share-based award transactions, net | $ 5,136 | $ 5,136 | ||
Share-based award transactions, net (in units) | 393,000 | |||
Redemption and cancellation of general partner units | (2,425) | $ (2,425) | ||
Redemption and cancellation of general partner units (in units) | (87,000) | |||
Redemption of limited partner units and other | (676) | $ 5,033 | $ (5,709) | |
Redemption of limited partner units and other (in units) | 257,000 | (257,000) | ||
Distributions declared | (124,820) | $ (121,686) | $ (3,134) | |
Net income | $ 29,361 | 30,163 | 29,361 | 802 |
Balance as of end of period at Sep. 30, 2016 | $ 1,803,253 | $ 1,712,276 | $ 90,977 | |
Balance as of end of period (in units) at Sep. 30, 2016 | 141,728,000 | 4,323,000 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 30,191 | $ 22,984 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and other | 128,728 | 112,711 |
Share-based compensation expense | 5,136 | 4,462 |
Bad debt expense | 508 | 743 |
Gain on sale of real estate, net | (4,212) | (152) |
Impairment | 0 | 1,655 |
Loss (gain) on extinguishment of debt, net | 3,022 | (107) |
Change in fair value of derivative financial instruments | 2,144 | 3,079 |
Changes in operating assets and liabilities: | ||
Receivables and other assets, net | (14,051) | (6,021) |
Accounts payable and accrued liabilities | 3,598 | (4,124) |
Prepaid rent and other liabilities | (6,807) | 3,429 |
Net cash provided by operating activities | 148,257 | 138,659 |
Cash flows from investing activities: | ||
Investments in real estate | (532,527) | (253,107) |
Proceeds from the sale of real estate | 23,368 | 33,279 |
Capital expenditures | (34,064) | (17,330) |
Restricted cash, escrow deposits and other assets | 2,143 | 2,994 |
Net cash used in investing activities | (541,080) | (234,164) |
Cash flows from financing activities: | ||
Borrowings on unsecured revolving credit facility | 513,000 | 387,000 |
Payments on unsecured revolving credit facility | (704,000) | (247,000) |
Proceeds from unsecured senior notes | 347,725 | 0 |
Borrowings on unsecured term loans | 200,000 | 100,000 |
Payments on unsecured term loans | (155,000) | 0 |
Payments on secured mortgage loans | (98,453) | (76,149) |
Deferred financing costs | (3,039) | (289) |
Security deposits | 862 | 145 |
Proceeds from issuance of common stock | 418,891 | 44,324 |
Repurchase and cancellation of common stock | (2,425) | (1,322) |
Dividends paid | (116,655) | (108,891) |
Distributions paid to noncontrolling interest of limited partners | (2,724) | (1,580) |
Redemption of redeemable noncontrolling interest | (491) | 0 |
Net cash provided by financing activities | 397,691 | 96,238 |
Net change in cash and cash equivalents | 4,868 | 733 |
Cash and cash equivalents - beginning of period | 13,070 | 10,413 |
Cash and cash equivalents - end of period | 17,938 | 11,146 |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Cash flows from operating activities: | ||
Net income | 30,191 | 22,984 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and other | 128,728 | 112,711 |
Share-based compensation expense | 5,136 | 4,462 |
Bad debt expense | 508 | 743 |
Gain on sale of real estate, net | (4,212) | (152) |
Impairment | 0 | 1,655 |
Loss (gain) on extinguishment of debt, net | 3,022 | (107) |
Change in fair value of derivative financial instruments | 2,144 | 3,079 |
Changes in operating assets and liabilities: | ||
Receivables and other assets, net | (14,051) | (6,021) |
Accounts payable and accrued liabilities | 3,598 | (4,124) |
Prepaid rent and other liabilities | (6,807) | 3,429 |
Net cash provided by operating activities | 148,257 | 138,659 |
Cash flows from investing activities: | ||
Investments in real estate | (532,527) | (253,107) |
Proceeds from the sale of real estate | 23,368 | 33,279 |
Capital expenditures | (34,064) | (17,330) |
Restricted cash, escrow deposits and other assets | 2,143 | 2,994 |
Net cash used in investing activities | (541,080) | (234,164) |
Cash flows from financing activities: | ||
Borrowings on unsecured revolving credit facility | 513,000 | 387,000 |
Payments on unsecured revolving credit facility | (704,000) | (247,000) |
Proceeds from unsecured senior notes | 347,725 | 0 |
Borrowings on unsecured term loans | 200,000 | 100,000 |
Payments on unsecured term loans | (155,000) | 0 |
Payments on secured mortgage loans | (98,453) | (76,149) |
Deferred financing costs | (3,039) | (289) |
Security deposits | 862 | 145 |
Proceeds from issuance of general partner units | 418,891 | 44,324 |
Repurchase and cancellation of general partner units | (2,425) | (1,322) |
Distributions paid to general partner | (116,655) | (108,891) |
Distributions paid to limited partners and redeemable noncontrolling interests | (2,724) | (1,580) |
Redemption of redeemable noncontrolling interest | (491) | 0 |
Net cash provided by financing activities | 397,691 | 96,238 |
Net change in cash and cash equivalents | 4,868 | 733 |
Cash and cash equivalents - beginning of period | 13,070 | 10,413 |
Cash and cash equivalents - end of period | $ 17,938 | $ 11,146 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 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. As of September 30, 2016 , HTA owned a 97.0% partnership interest and other limited partners, including some of HTA’s directors, executive officers and their affiliates, owned the remaining partnership interest (including the 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. HTA operates in an umbrella partnership REIT structure in which HTALP and its subsidiaries hold substantially all of the assets. HTA’s only material asset is its ownership of partnership interests of HTALP . As a result, HTA does not conduct business itself, other than acting as the sole general partner of HTALP , issuing public equity from time to time and guaranteeing certain debts of HTALP . HTALP conducts the operations of the business and issues publicly-traded debt, but has no publicly-traded equity. HTA is one of the largest publicly-traded REITs focused on medical office buildings (“MOBs”) in the United States based on gross leasable area (“GLA”). HTA conducts substantially all of its operations through HTALP. We invest in MOBs that will serve the future of healthcare delivery, and these MOBs are primarily located on health system campuses, near university medical centers, or in core community outpatient locations. We also focus on our key markets that have certain demographic and macro-economic trends and where we can utilize our institutional property management and leasing platform to generate strong tenant 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 and property management oversight; (ii) target accretive acquisitions 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. HTA has qualified to be taxed as a REIT for federal income tax purposes and intends to continue to be taxed as a REIT. Since 2006, we have invested $4.2 billion to create a portfolio of MOBs and other healthcare assets consisting of approximately 17.6 million square feet of GLA throughout the U.S. As of September 30, 2016 , approximately 97% of our portfolio, based on GLA, was located on the campuses of, or aligned with, nationally or regionally recognized healthcare systems. Our portfolio is diversified geographically across 31 states, with no state having more than 13% of our total GLA as of September 30, 2016 . We are concentrated in 20 to 25 key markets that are experiencing higher economic and demographic trends, than other markets, on average, that we expect will drive demand for MOBs. Approximately 92% of our portfolio, based on GLA, is located in top 75 metropolitan statistical areas (“MSAs”) including concentrations in: Albany, Atlanta, Austin, Boston, Charleston, Columbus, Dallas, Denver, Greenville, Hartford/New Haven, Honolulu, Houston, Indianapolis, Miami, Orange County/Los Angeles, Orlando, Phoenix, Pittsburgh, Raleigh, Tampa and White Plains. Our principal executive offices are located at 16435 North Scottsdale Road, Suite 320, Scottsdale, Arizona, 85254. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The summary of significant accounting policies presented below is designed to assist in understanding our condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“GAAP”) in all material respects and have been consistently applied in preparing our accompanying condensed consolidated financial statements. Basis of Presentation Our accompanying condensed consolidated financial statements include our accounts and those of our subsidiaries and any consolidated variable interest entities (“VIEs”). All inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements. Interim Unaudited Financial Data Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable for the full year. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2015 Annual Report on Form 10-K. There have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2016 , except as noted below regarding the adoption of U.S. Financial Accounting Standards Board (the “FASB”) Accounting Standards Update (“ASU”) 2015-02, Amendments to the Consolidation Analysis and ASU 2015-16, Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments. Principles of Consolidation As of January 1, 2016, the Company adopted FASB ASU 2015-02, Amendments to the Consolidation Analysis, as described below in “Recently Issued or Adopted Accounting Pronouncements”, which simplifies consolidation accounting by reducing the number of consolidation models and changing various aspects of current GAAP, including certain consolidation criteria for VIEs. The consolidated financial statements include our accounts of those of our subsidiaries and consolidated joint venture arrangements. The portions of the operating partnership not owned by us are presented as non-controlling interests in our consolidated balance sheets and statements of operations, consolidated statements of equity, and consolidated statements of changes in partners’ capital. The portions of other joint venture arrangements not owned by us are presented as redeemable non-controlling interests in our consolidated balance sheets. In addition, as described in Note 1 - Organization and Description of Business , certain third parties have been issued limited partner units in HTALP (“OP Units”). Holders of OP Units are considered to be non-controlling interest holders in HTALP and their ownership interests are reflected as equity in the consolidated balance sheets. Further, a portion of the earnings and losses of HTALP are allocated to non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of common shares issued and the carrying value of the OP Units converted is recorded as a component of equity. As of September 30, 2016 and December 31, 2015 , there were approximately 4.3 million and 1.9 million , respectively, of OP Units issued and outstanding. VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. A primary beneficiary is one that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. Our analysis of FASB ASU 2015-02 was concluded that our operating partnership and other joint venture arrangements are VIEs, as the limited partners in the related partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Accordingly, we consolidate our interest in the operating partnership and other joint venture arrangements. Although, as we hold what is deemed a majority voting interest in the operating partnership and other joint venture arrangements, it qualifies for the exemption from providing certain of the disclosure requirements associated with investments in VIEs. We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above. Investments in Real Estate Depreciation expense of buildings and improvements for the three months ended September 30, 2016 and 2015 was $31.1 million and $26.9 million , respectively. Depreciation expense of buildings and improvements for the nine months ended September 30, 2016 and 2015 was $86.6 million and $74.9 million , respectively. Recently Issued or Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (i.e., payment) to which the company expects to be entitled in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. In July 2015, the FASB deferred the effective date of ASU 2014-09 to the first interim period within annual reporting periods beginning after December 15, 2017 along with the ability to early adopt as of the original effective date. We do not anticipate early adoption and we are evaluating the impact of adopting ASU 2014-09 on our consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis. ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. The amendments in ASU 2015-02 affect the following areas: (i) limited partnerships and similar legal entities; (ii) evaluating fees paid to a decision maker or a service provider as a variable interest; (iii) the effect of fee arrangements on the primary beneficiary determination; (iv) the effect of related parties on the primary beneficiary determination; and (v) certain investment funds. ASU 2015-02 is effective for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2015 with early adoption permitted. We adopted ASU 2015-02 as of January 1, 2016. The adoption had no material impact on our interests in joint venture arrangements. Accordingly, there was no material impact on previous or current reporting periods’ consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 changes the presentation of debt issuance costs by requiring these costs related to a recognized debt liability to be presented in the consolidated balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB issued ASU 2015-15 to include the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. ASU 2015-03 and 2015-15 are effective for the fiscal years beginning after December 15, 2015, and requires retrospective application with early adoption permitted. We adopted ASU 2015-03 and 2015-15 as of December 31, 2015. As a result of the adoption, all deferred financing costs, excluding costs related to the unsecured revolving credit facility, were reclassed to debt. Unsecured revolving credit facility costs remain classified as an asset on our consolidated balance sheets and will continue to be amortized over the remaining term. The guidance requires retrospective adoption for all prior periods presented. In September 2015, the FASB issued ASU 2015-16, Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 eliminates the requirement that an acquirer in a business combination has to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amount of the adjustment, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015. We adopted ASU 2015-16 as of January 1, 2016. As a result of the adoption there was no material impact in the previous or current reporting periods’ consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 will supersede the existing guidance for lease accounting and states that companies will be required to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. ASU 2016-02 requires qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand the nature of the entity’s leasing activities, including significant judgments and changes in judgments. Within ASU 2016-02 lessor accounting remained fairly unchanged. In adopting ASU 2016-02, companies will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. ASU 2016-02 is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted. We do not anticipate early adoption, however, we are evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Compensation Accounting. ASU 2016-09 includes multiple provisions intended to simplify various aspects of accounting for share-based compensation which includes, but is not limited to, the requirement that excess tax benefits be recorded within the income statement as opposed to additional paid-in-capital and treated as an operating activity within the statement of cash flows. In addition, ASU 2016-09 allows companies to make an accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 with early adoption permitted. We do not anticipate early adoption, however, we are evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2019 with early adoption permitted. We do not anticipate early adoption, however, we are evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 includes multiple provisions intended to clarify various aspects of cash flow presentation by making eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted. We do not anticipate early adoption, however, we are evaluating the impact of adopting ASU 2016-15 on our consolidated financial statements. |
Investments in Real Estate
Investments in Real Estate | 9 Months Ended |
Sep. 30, 2016 | |
Investments [Abstract] | |
Investments in Real Estate | Investments in Real Estate For the nine months ended September 30, 2016 , our investments had an aggregate purchase price of $633.0 million . We incurred $2.5 million of costs attributable to these investments, which were recorded in acquisition-related expenses in the accompanying condensed consolidated statements of operations. As part of the acquisitions, we assumed mortgage loans with an aggregate fair value of $20.0 million and issued 2,650,409 OP Units with a market value at the time of issuance of $71.8 million . The following investments were determined to be individually not significant, but significant on a collective basis. The actual revenues and earnings since the investment dates as well as the supplementary proforma information assuming these investments occurred as of the beginning of the prior periods, were not material to us. The purchase price allocation for each of our investments are preliminary and subject to change until allocations are finalized, which will be no later than 12 months from the date of acquisition. The preliminary allocations for these investments are set forth below in the aggregate for the nine months ended September 30, 2016 and 2015 (in thousands): Nine Months Ended September 30, 2016 2015 Land $ 77,949 $ 13,286 Building and improvements 505,138 229,386 In place leases 50,997 22,414 Below market leases (12,790 ) (8,206 ) Above market leases 4,413 1,254 Below market leasehold interests 4,188 2,698 Above market leasehold interests (50 ) (7,725 ) Below market debt 360 — Interest rate swaps (779 ) — Net assets acquired 629,426 253,107 Other, net 3,540 1,503 Aggregate purchase price $ 632,966 $ 254,610 The acquired intangible assets and liabilities referenced above had weighted average lives of the following for the nine months ended September 30, 2016 and 2015 (in years): Nine Months Ended September 30, 2016 2015 Acquired intangible assets 9.1 26.8 Acquired intangible liabilities 8.3 52.4 Subsequent to September 30, 2016 , we completed an investment with a purchase price of $7.2 million . The purchase price of this building was subject to certain post-closing adjustments. Due to the recent timing of the acquisition of this investment, we have not completed our initial purchase price allocation with respect to this investment and, therefore, cannot provide disclosures at this time similar to those contained in Note 3 - Investments in Real Estate to our condensed consolidated financial statements. |
Dispositions
Dispositions | 9 Months Ended |
Sep. 30, 2016 | |
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract] | |
Dispositions | Dispositions During the nine months ended September 30, 2016 , we completed a disposition of four senior care facilities for an aggregate gross sales price of $26.5 million , generating a gain of $4.2 million . |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Identified Intangibles, Net [Abstract] | |
Intangible Assets and Liabilities | Intangible Assets and Liabilities Intangible assets and liabilities consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands, except weighted average remaining amortization): September 30, 2016 December 31, 2015 Balance Weighted Average Remaining Amortization in Years Balance Weighted Average Remaining Amortization in Years Assets: In place leases $ 291,851 9.9 $ 249,824 11.0 Tenant relationships 174,583 10.5 180,925 10.4 Above market leases 28,306 6.4 24,974 6.0 Below market leasehold interests 38,795 60.4 34,606 63.0 533,535 490,329 Accumulated amortization (246,868 ) (219,334 ) Total $ 286,667 16.1 $ 270,995 16.6 Liabilities: Below market leases $ 34,125 19.1 $ 22,240 27.2 Above market leasehold interests 11,632 53.2 11,582 53.7 45,757 33,822 Accumulated amortization (8,829 ) (7,211 ) Total $ 36,928 29.0 $ 26,611 38.0 The following is a summary of the net intangible amortization for the three and nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Amortization recorded against rental income related to above or (below) market leases $ (115 ) $ 509 $ 202 $ 1,428 Rental expense related to above or (below) market leasehold interests 118 94 321 327 Amortization expense related to in place leases and tenant relationships 15,266 12,266 39,483 36,371 |
Receivables and Other Assets
Receivables and Other Assets | 9 Months Ended |
Sep. 30, 2016 | |
Receivables and Other Assets [Abstract] | |
Receivables and Other Assets | Receivables and Other Assets Receivables and other assets consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Tenant receivables, net $ 8,940 $ 5,820 Other receivables, net 11,311 11,882 Deferred financing costs, net 4,529 5,524 Deferred leasing costs, net 19,690 17,923 Straight-line rent receivables, net 72,354 65,543 Prepaid expenses, deposits, equipment and other, net 44,013 34,584 Derivative financial instruments - interest rate swaps — 427 Total $ 160,837 $ 141,703 The following is a summary of the amortization of deferred leasing costs and financing costs for the three and nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Amortization expense related to deferred leasing costs $ 1,224 $ 1,013 $ 3,368 $ 2,941 Interest expense related to deferred financing costs (1) 331 320 994 985 (1) For the three and nine months ended September 30, 2015, amounts have been adjusted to reflect the retrospective presentation of the early adoption of ASU 2015-03 and 2015-15 as of December 31, 2015. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Unsecured revolving credit facility $ 27,000 $ 218,000 Unsecured term loans 500,000 455,000 Unsecured senior notes 950,000 600,000 Fixed rate mortgages loans 209,797 298,030 Variable rate mortgages loans 39,140 28,988 1,725,937 1,600,018 Deferred financing costs, net (9,853 ) (8,411 ) Discount, net (3,486 ) (911 ) Total $ 1,712,598 $ 1,590,696 Unsecured Credit Agreement Unsecured Revolving Credit Facility On February 11, 2015 , we executed an amendment to the unsecured revolving credit and term loan facility (the “Unsecured Credit Agreement”) which increased the amount available under the unsecured revolving credit facility to $850.0 million . The actual amount of credit available to us is a function of certain loan-to-value and debt service coverage ratios set forth in the unsecured revolving credit facility. The maximum principal amount of the unsecured revolving credit facility may be increased, subject to additional financing being provided by our existing lenders or new lenders being added to the unsecured revolving credit facility. The unsecured revolving credit facility matures on January 31, 2020 and is guaranteed by HTA. Borrowings under the unsecured revolving credit facility accrue interest at a rate equal to adjusted LIBOR , plus a margin ranging from 0.88% to 1.55% per annum based on our credit rating. We also pay a facility fee ranging from 0.13% to 0.30% per annum on the aggregate commitments under the unsecured revolving credit facility. As of September 30, 2016 , the margin associated with our borrowings was 1.05% per annum and the facility fee was 0.20% per annum. Unsecured Term Loan As of September 30, 2016 , we had a $300.0 million unsecured term loan outstanding that was guaranteed by HTA. Borrowings accrue interest at a rate equal to adjusted LIBOR , plus a margin ranging from 0.90% to 1.80% per annum based on our credit rating. The margin associated with our borrowings as of September 30, 2016 was 1.15% per annum. Including the impact of the interest rate swaps associated with our unsecured term loan, the interest rate was 1.65% per annum, based on our current credit rating. The unsecured term loan matures on January 31, 2019 , and includes a one -year extension exercisable at the option of the borrower, subject to certain conditions. $200.0 Million Unsecured Term Loan On September 26, 2016 , HTALP executed a $200.0 million unsecured term loan due on September 26, 2023 . Proceeds were used to refinance our $155.0 million unsecured term loan due on July 19, 2019 and pay down existing mortgage loans. Borrowings under the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from 1.50% to 2.45% per annum based on our credit rating. The margin associated with our borrowings as of September 30, 2016 was 1.65% per annum. HTALP had interest rate swaps in place that fix the interest rate at 2.76% per annum, based on our current credit rating. As of September 30, 2016 , HTALP had a $200.0 million unsecured term loan outstanding. $300.0 Million Unsecured Senior Notes due 2021 As of September 30, 2016 , HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by HTA and that mature on July 15, 2021 . The unsecured senior notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), bear interest at 3.38% per annum and are payable semi-annually. The unsecured senior notes were offered at 99.21% of the principal amount thereof, with an effective yield to maturity of 3.50% per annum. $300.0 Million Unsecured Senior Notes due 2023 As of September 30, 2016 , HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by HTA and that mature on April 15, 2023 . The unsecured senior notes are registered under the Securities Act, bear interest at 3.70% per annum and are payable semi-annually. The unsecured senior notes were offered at 99.19% of the principal amount thereof, with an effective yield to maturity of 3.80% per annum. $350.0 million Unsecured Senior Notes due 2026 On July 12, 2016 , HTALP executed $350.0 million unsecured senior notes that are guaranteed by HTA. The unsecured senior notes are registered under the Securities Act, bear interest at 3.50% per annum and are payable semi-annually. The unsecured senior notes were offered at 99.72% of the principal amount thereof, with an effective yield to maturity of 3.53% per annum. As of September 30, 2016 , HTALP had $350.0 million of unsecured senior notes outstanding that mature on August 1, 2026 . Fixed and Variable Rate Mortgages Loans As of September 30, 2016 , HTALP and its subsidiaries had fixed and variable rate mortgages loans with interest rates ranging from 1.95% to 6.26% per annum and a weighted average interest rate of 5.03% per annum. Including the impact of the interest rate swap associated with our variable rate mortgage loans, the weighted average interest rate was 5.43% per annum. Future Debt Maturities The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of September 30, 2016 (in thousands): Year Amount 2016 $ 1,433 2017 87,268 2018 4,333 2019 304,580 2020 76,796 Thereafter 1,251,527 Total $ 1,725,937 The above scheduled debt maturities do not include the extension available to us under the Unsecured Credit Agreement as discussed above. Deferred Financing Costs As of September 30, 2016 , the future amortization of deferred financing costs is as follows (in thousands): Year Amount 2016 $ 481 2017 1,829 2018 1,757 2019 1,762 2020 1,320 Thereafter 2,704 Total $ 9,853 We are required by the terms of our applicable debt agreements to meet various affirmative and negative covenants that we believe are customary for these types of facilities, such as limitations on the incurrence of debt by us and our subsidiaries that own unencumbered assets, limitations on the nature of HTALP ’s business, and limitations on distributions by HTALP and its subsidiaries that own unencumbered assets. Our debt 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, 2016 , we believe that we were in compliance with all such financial covenants and reporting requirements. In addition, certain of our debt agreements include events of default provisions that we believe are customary for these types of facilities, including restricting HTA from making dividend distributions to its stockholders in the event HTA is in default thereunder, except to the extent necessary for HTA to maintain its REIT status. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments The following table lists the derivative financial instrument assets and (liabilities) held by us as of September 30, 2016 (in thousands): Notional Amount Index Rate Fair Value Instrument Maturity $ 50,000 LIBOR 1.39 % $ (729 ) Swap 7/17/2019 105,000 LIBOR 1.24 (1,073 ) Swap 7/17/2019 25,480 LIBOR + 1.45% 4.98 (2,224 ) Swap 5/1/2020 6,135 LIBOR + 2.25% 4.04 (243 ) Swap 1/1/2023 4,406 LIBOR + 0.49% 3.52 (597 ) Swap 12/1/2023 The following table lists the derivative financial instrument assets and (liabilities) held by us as of December 31, 2015 (in thousands): Notional Amount Index Rate Fair Value Instrument Maturity $ 100,000 LIBOR 0.86 % $ (142 ) Swap 6/15/2016 50,000 LIBOR 1.39 (71 ) Swap 7/17/2019 105,000 LIBOR 1.24 427 Swap 7/17/2019 26,092 LIBOR + 1.45% 4.98 (2,157 ) Swap 5/1/2020 As of September 30, 2016 and December 31, 2015 , the gross fair value of our derivative financial instruments was as follows (in thousands): Asset Derivatives Liability Derivatives Fair Value Fair Value Derivatives Not Designated as Hedging Instruments: Balance Sheet Location September 30, 2016 December 31, 2015 Balance Sheet Location September 30, 2016 December 31, 2015 Interest rate swaps Receivables and other assets $ — $ 427 Derivative financial instruments $ 4,866 $ 2,370 There were no derivatives offset in our accompanying condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015 . As of September 30, 2016 and December 31, 2015 , we had derivatives subject to enforceable master netting arrangements which allowed for net cash settlement with the respective counterparties (in thousands): September 30, 2016 December 31, 2015 Gross Amounts Amounts Subject to Enforceable Master Netting Arrangements Net Amounts Gross Amounts Amounts Subject to Enforceable Master Netting Arrangements Net Amounts Asset derivatives $ — $ — $ — $ 427 $ (427 ) $ — Liability derivatives 4,866 — 4,866 2,370 (427 ) 1,943 We have agreements with each of our interest rate swap derivative counterparties which provide that if we default on certain of our unsecured indebtedness, our counterparties could declare us in default on our interest rate swap derivative obligations resulting in an acceleration of the indebtedness. In addition, we are exposed to credit risk in the event of non-performance by our derivative counterparties. We believe we mitigate the credit risk by entering into agreements with credit-worthy counterparties. We record counterparty credit risk valuation adjustments on interest rate swap derivative assets in order to properly reflect the credit quality of the counterparty. In addition, our fair value of interest rate swap derivative liabilities is adjusted to reflect the impact of our credit quality. As of September 30, 2016 , there have been no termination events or events of default related to our interest rate swaps. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material effect on our condensed consolidated financial position, results of operations or cash flows. Environmental Matters We follow the policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our condensed consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability at our properties that we believe would require additional disclosure or the recording of a loss contingency. 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 effect on our condensed consolidated financial position, results of operations or cash flows. |
Stockholders' Equity and Partne
Stockholders' Equity and Partners' Capital | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity and Partners' Capital | Stockholders’ Equity and Partners’ Capital HTALP ’s partnership agreement provides that it will distribute cash flow from operations and net sale proceeds to its partners in accordance with their overall ownership interests at such times and in such amounts as the general partner determines. Dividend distributions are made such that a holder of one partnership unit in HTALP will receive distributions from HTALP in an amount equal to the dividend distributions paid to the holder of one share of HTA’s common stock. In addition, for each share of common stock issued or redeemed by HTA, HTALP issues or redeems a corresponding number of partnership units. During the nine months ended September 30, 2016 , HTA issued $492.5 million of equity at an average price of $29.33 per share. Common Stock Offerings In January 2016, HTA entered into a new equity distribution agreement with respect to its at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $300.0 million . During the nine months ended September 30, 2016 , HTA issued and sold 4,418,571 shares of its common stock for $122.9 million at an average price of $27.82 per share, and as of September 30, 2016 , $177.1 million remained available for issuance under the ATM. During the nine months ended September 30, 2016 , HTA completed underwritten public offerings with a cumulative 9,720,000 shares of common stock for $297.8 million at an average price of $30.64 per share. Common Unit Offerings During the nine months ended September 30, 2016 , HTA issued 2,650,409 OP Units in HTALP , respectively, for approximately $71.8 million in connection with acquisition transactions. Common Stock Dividends See our accompanying condensed consolidated statements of operations for the dividends declared during the three and nine months ended September 30, 2016 and 2015 . On October 25, 2016 , HTA declared a quarterly cash dividend of $0.30 per share to be paid on January 10, 2017 to stockholders of record of its common stock on January 3, 2017 . Incentive Plan HTA’s Amended and Restated 2006 Incentive Plan (the “Plan”) permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors. The Plan authorizes the granting of awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; other stock-based awards, including units in HTALP ; and cash-based awards. Subject to adjustment as provided in the Plan, the aggregate number of awards reserved and available for issuance under the Plan is 5,000,000 . As of September 30, 2016 , there were 1,921,610 awards available for grant under the Plan. LTIP Units Awards under the LTIP consist of Series C units in HTALP and were subject to the achievement of certain performance and market conditions in order to vest. O nce vested, the Series C units were converted into common units of HTALP , which may be converted into shares of HTA’s common stock. The LTIP awards were fully expensed in 2013, except for 225,000 units that were forfeited in 2015 . Restricted Common Stock For the three and nine months ended September 30, 2016 , we recognized compensation expense of $2.1 million and $5.1 million , respectively. For the three and nine months ended September 30, 2015 , we recognized compensation expense of $1.4 million and $4.5 million , respectively. Compensation expense for the three and nine months ended September 30, 2016 and 2015 were recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations. As of September 30, 2016 , there was $10.2 million of unrecognized compensation expense net of estimated forfeitures, which will be recognized over a remaining weighted average period of 2.0 years. The following is a summary of our restricted common stock activity during the nine months ended September 30, 2016 and 2015 (in thousands, except weighted average grant date fair value): September 30, 2016 September 30, 2015 Restricted Common Stock Weighted Average Grant Date Fair Value Restricted Common Stock Weighted Average Grant Date Fair Value Beginning balance 487,850 $ 23.13 463,050 $ 20.90 Granted 417,110 29.82 221,076 26.57 Vested (236,749 ) 23.27 (135,213 ) 21.89 Forfeited (24,391 ) 25.93 (21,378 ) 22.70 Ending balance 643,820 $ 27.35 527,535 $ 22.88 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial Instruments Reported at Fair Value - Recurring The table below presents our assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 , aggregated by the applicable level in the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: Derivative financial instruments $ — $ — $ — $ — Liabilities: Derivative financial instruments $ — $ 4,866 $ — $ 4,866 The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 , aggregated by the applicable level in the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: Derivative financial instruments $ — $ 427 $ — $ 427 Liabilities: Derivative financial instruments $ — $ 2,370 $ — $ 2,370 Financial Instruments Reported at Fair Value - Non-Recurring As of September 30, 2016 , there were no a ssets measured at fair value on a non-recurring basis. The table below presents our assets measured at fair value on a non-recurring basis as of December 31, 2015 , aggregated by the applicable level in the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: MOB (1) $ — $ 547 $ — $ 547 (1) During the year ended December 31, 2015, we recognized a $0.9 million impairment charge to the carrying value of an MOB. The estimated fair value as of December 31, 2015 was based upon a pending sales agreement pertaining to this MOB. There have been no transfers of assets or liabilities between levels. We will record any such transfers at the end of the reporting period in which a change of event occurs that results in a transfer. Although we have determined that the majority of the inputs used to value our interest rate swap derivatives 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 interest rate swap derivative positions and have determined that the credit valuation adjustments are not significant to their overall valuation. As a result, we have determined that our interest rate swap derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Financial Instruments Disclosed at Fair Value We consider the carrying values of cash and cash equivalents, tenant and other receivables, restricted cash and escrow deposits and accounts payable, and accrued liabilities, to approximate fair value for these financial instruments because of the short period of time between origination of the instruments and their expected realization. All of these financial instruments are considered Level 2. The fair value of debt is estimated using borrowing rates available to us with similar terms and maturities, which is considered a Level 2 input. As of September 30, 2016 , the fair value of the debt was $1,781.6 million compared to the carrying value of $1,712.6 million . As of December 31, 2015 , the fair value of the debt was $1,619.7 million compared to the carrying value of $1,590.7 million . |
Per Share Data of HTA
Per Share Data of HTA | 9 Months Ended |
Sep. 30, 2016 | |
HTA, Inc. | |
Earnings Per Share | |
Per Share Data of HTA | Per Share Data of HTA HTA includes 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. For the three and nine months ended September 30, 2016 and 2015 , all of HTA’s earnings were distributed and the calculated earnings per share amount would be the same for all classes. The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three and nine months ended September 30, 2016 and 2015 (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Net income $ 6,639 $ 6,554 $ 30,191 $ 22,984 Net income attributable to noncontrolling interests (212 ) (91 ) (830 ) (425 ) Net income attributable to common stockholders $ 6,427 $ 6,463 $ 29,361 $ 22,559 Denominator: Weighted average shares outstanding - basic 138,807 126,863 134,905 125,750 Dilutive shares 4,331 1,930 3,409 1,930 Weighted average shares outstanding - diluted 143,138 128,793 138,314 127,680 Earnings per common share - basic Net income attributable to common stockholders $ 0.05 $ 0.05 $ 0.22 $ 0.18 Earnings per common share - diluted Net income attributable to common stockholders $ 0.04 $ 0.05 $ 0.21 $ 0.18 |
Per Unit Data of HTALP
Per Unit Data of HTALP | 9 Months Ended |
Sep. 30, 2016 | |
Healthcare Trust of America Holdings, LP (HTALP) | |
Earnings Per Share | |
Per Unit Data of HTALP | Per Unit Data of HTALP 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, 2016 and 2015 (in thousands, except per unit data): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Net income $ 6,639 $ 6,554 $ 30,191 $ 22,984 Net income attributable to noncontrolling interests (1 ) (20 ) (28 ) (77 ) Net income attributable to common unitholders $ 6,638 $ 6,534 $ 30,163 $ 22,907 Denominator: Weighted average units outstanding - basic 143,137 128,793 138,314 127,781 Dilutive units — — — — Weighted average units outstanding - diluted 143,137 128,793 138,314 127,781 Earnings per common unit - basic: Net income attributable to common unitholders $ 0.05 $ 0.05 $ 0.22 $ 0.18 Earnings per common unit - diluted: Net income attributable to common unitholders $ 0.05 $ 0.05 $ 0.22 $ 0.18 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following is the supplemental cash flow information for the nine months ended September 30, 2016 and 2015 (in thousands): Nine Months Ended September 30, 2016 2015 Supplemental Disclosure of Cash Flow Information: Interest paid $ 39,321 $ 39,570 Income taxes paid 934 790 Supplemental Disclosure of Noncash Investing and Financing Activities: Accrued capital expenditures $ 2,868 $ 1,833 Debt and interest rate swaps assumed in connection with an acquisition 21,156 — Dividend distributions declared, but not paid 43,530 37,712 Issuance of operating partnership units in connection with an acquisition 71,754 — Note receivable included in the consideration of a disposition 3,000 — Redeemable noncontrolling interest assumed in connection with an acquisition 5,449 — Redemption of noncontrolling interests 5,709 — |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Our accompanying condensed consolidated financial statements include our accounts and those of our subsidiaries and any consolidated variable interest entities (“VIEs”). All inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements. |
Interim Unaudited Financial Data | Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable for the full year. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2015 Annual Report on Form 10-K. There have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2016 , except as noted below regarding the adoption of U.S. Financial Accounting Standards Board (the “FASB”) Accounting Standards Update (“ASU”) 2015-02, Amendments to the Consolidation Analysis and ASU 2015-16, Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments. |
Principles of Consolidation | As of January 1, 2016, the Company adopted FASB ASU 2015-02, Amendments to the Consolidation Analysis, as described below in “Recently Issued or Adopted Accounting Pronouncements”, which simplifies consolidation accounting by reducing the number of consolidation models and changing various aspects of current GAAP, including certain consolidation criteria for VIEs. The consolidated financial statements include our accounts of those of our subsidiaries and consolidated joint venture arrangements. The portions of the operating partnership not owned by us are presented as non-controlling interests in our consolidated balance sheets and statements of operations, consolidated statements of equity, and consolidated statements of changes in partners’ capital. The portions of other joint venture arrangements not owned by us are presented as redeemable non-controlling interests in our consolidated balance sheets. In addition, as described in Note 1 - Organization and Description of Business , certain third parties have been issued limited partner units in HTALP (“OP Units”). Holders of OP Units are considered to be non-controlling interest holders in HTALP and their ownership interests are reflected as equity in the consolidated balance sheets. Further, a portion of the earnings and losses of HTALP are allocated to non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of common shares issued and the carrying value of the OP Units converted is recorded as a component of equity. As of September 30, 2016 and December 31, 2015 , there were approximately 4.3 million and 1.9 million , respectively, of OP Units issued and outstanding. VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. A primary beneficiary is one that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. Our analysis of FASB ASU 2015-02 was concluded that our operating partnership and other joint venture arrangements are VIEs, as the limited partners in the related partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Accordingly, we consolidate our interest in the operating partnership and other joint venture arrangements. Although, as we hold what is deemed a majority voting interest in the operating partnership and other joint venture arrangements, it qualifies for the exemption from providing certain of the disclosure requirements associated with investments in VIEs. We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above. |
Recently Issued or Adopted Accounting Pronouncements | In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (i.e., payment) to which the company expects to be entitled in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. In July 2015, the FASB deferred the effective date of ASU 2014-09 to the first interim period within annual reporting periods beginning after December 15, 2017 along with the ability to early adopt as of the original effective date. We do not anticipate early adoption and we are evaluating the impact of adopting ASU 2014-09 on our consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis. ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. The amendments in ASU 2015-02 affect the following areas: (i) limited partnerships and similar legal entities; (ii) evaluating fees paid to a decision maker or a service provider as a variable interest; (iii) the effect of fee arrangements on the primary beneficiary determination; (iv) the effect of related parties on the primary beneficiary determination; and (v) certain investment funds. ASU 2015-02 is effective for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2015 with early adoption permitted. We adopted ASU 2015-02 as of January 1, 2016. The adoption had no material impact on our interests in joint venture arrangements. Accordingly, there was no material impact on previous or current reporting periods’ consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 changes the presentation of debt issuance costs by requiring these costs related to a recognized debt liability to be presented in the consolidated balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB issued ASU 2015-15 to include the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. ASU 2015-03 and 2015-15 are effective for the fiscal years beginning after December 15, 2015, and requires retrospective application with early adoption permitted. We adopted ASU 2015-03 and 2015-15 as of December 31, 2015. As a result of the adoption, all deferred financing costs, excluding costs related to the unsecured revolving credit facility, were reclassed to debt. Unsecured revolving credit facility costs remain classified as an asset on our consolidated balance sheets and will continue to be amortized over the remaining term. The guidance requires retrospective adoption for all prior periods presented. In September 2015, the FASB issued ASU 2015-16, Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 eliminates the requirement that an acquirer in a business combination has to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amount of the adjustment, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015. We adopted ASU 2015-16 as of January 1, 2016. As a result of the adoption there was no material impact in the previous or current reporting periods’ consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 will supersede the existing guidance for lease accounting and states that companies will be required to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. ASU 2016-02 requires qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand the nature of the entity’s leasing activities, including significant judgments and changes in judgments. Within ASU 2016-02 lessor accounting remained fairly unchanged. In adopting ASU 2016-02, companies will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. ASU 2016-02 is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted. We do not anticipate early adoption, however, we are evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Compensation Accounting. ASU 2016-09 includes multiple provisions intended to simplify various aspects of accounting for share-based compensation which includes, but is not limited to, the requirement that excess tax benefits be recorded within the income statement as opposed to additional paid-in-capital and treated as an operating activity within the statement of cash flows. In addition, ASU 2016-09 allows companies to make an accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 with early adoption permitted. We do not anticipate early adoption, however, we are evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2019 with early adoption permitted. We do not anticipate early adoption, however, we are evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 includes multiple provisions intended to clarify various aspects of cash flow presentation by making eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted. We do not anticipate early adoption, however, we are evaluating the impact of adopting ASU 2016-15 on our consolidated financial statements. |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Investments [Abstract] | |
Schedule of Purchase Price Allocation | The following investments were determined to be individually not significant, but significant on a collective basis. The actual revenues and earnings since the investment dates as well as the supplementary proforma information assuming these investments occurred as of the beginning of the prior periods, were not material to us. The purchase price allocation for each of our investments are preliminary and subject to change until allocations are finalized, which will be no later than 12 months from the date of acquisition. The preliminary allocations for these investments are set forth below in the aggregate for the nine months ended September 30, 2016 and 2015 (in thousands): Nine Months Ended September 30, 2016 2015 Land $ 77,949 $ 13,286 Building and improvements 505,138 229,386 In place leases 50,997 22,414 Below market leases (12,790 ) (8,206 ) Above market leases 4,413 1,254 Below market leasehold interests 4,188 2,698 Above market leasehold interests (50 ) (7,725 ) Below market debt 360 — Interest rate swaps (779 ) — Net assets acquired 629,426 253,107 Other, net 3,540 1,503 Aggregate purchase price $ 632,966 $ 254,610 |
Schedule of Weighted Average Lives of Acquired Intangible Assets and Liabilities | The acquired intangible assets and liabilities referenced above had weighted average lives of the following for the nine months ended September 30, 2016 and 2015 (in years): Nine Months Ended September 30, 2016 2015 Acquired intangible assets 9.1 26.8 Acquired intangible liabilities 8.3 52.4 |
Intangible Assets and Liabili24
Intangible Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Identified Intangibles, Net [Abstract] | |
Schedule of Intangible Assets and Liabilities | Intangible assets and liabilities consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands, except weighted average remaining amortization): September 30, 2016 December 31, 2015 Balance Weighted Average Remaining Amortization in Years Balance Weighted Average Remaining Amortization in Years Assets: In place leases $ 291,851 9.9 $ 249,824 11.0 Tenant relationships 174,583 10.5 180,925 10.4 Above market leases 28,306 6.4 24,974 6.0 Below market leasehold interests 38,795 60.4 34,606 63.0 533,535 490,329 Accumulated amortization (246,868 ) (219,334 ) Total $ 286,667 16.1 $ 270,995 16.6 Liabilities: Below market leases $ 34,125 19.1 $ 22,240 27.2 Above market leasehold interests 11,632 53.2 11,582 53.7 45,757 33,822 Accumulated amortization (8,829 ) (7,211 ) Total $ 36,928 29.0 $ 26,611 38.0 |
Summary of Net Intangible Amortization | The following is a summary of the net intangible amortization for the three and nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Amortization recorded against rental income related to above or (below) market leases $ (115 ) $ 509 $ 202 $ 1,428 Rental expense related to above or (below) market leasehold interests 118 94 321 327 Amortization expense related to in place leases and tenant relationships 15,266 12,266 39,483 36,371 |
Receivables and Other Assets (T
Receivables and Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Receivables and Other Assets [Abstract] | |
Schedule of Receivables and Other Assets | Receivables and other assets consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Tenant receivables, net $ 8,940 $ 5,820 Other receivables, net 11,311 11,882 Deferred financing costs, net 4,529 5,524 Deferred leasing costs, net 19,690 17,923 Straight-line rent receivables, net 72,354 65,543 Prepaid expenses, deposits, equipment and other, net 44,013 34,584 Derivative financial instruments - interest rate swaps — 427 Total $ 160,837 $ 141,703 |
Summary of Amortization of Deferred Leasing Costs and Deferred Financing Costs | The following is a summary of the amortization of deferred leasing costs and financing costs for the three and nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Amortization expense related to deferred leasing costs $ 1,224 $ 1,013 $ 3,368 $ 2,941 Interest expense related to deferred financing costs (1) 331 320 994 985 (1) For the three and nine months ended September 30, 2015, amounts have been adjusted to reflect the retrospective presentation of the early adoption of ASU 2015-03 and 2015-15 as of December 31, 2015. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Unsecured revolving credit facility $ 27,000 $ 218,000 Unsecured term loans 500,000 455,000 Unsecured senior notes 950,000 600,000 Fixed rate mortgages loans 209,797 298,030 Variable rate mortgages loans 39,140 28,988 1,725,937 1,600,018 Deferred financing costs, net (9,853 ) (8,411 ) Discount, net (3,486 ) (911 ) Total $ 1,712,598 $ 1,590,696 |
Summary of Debt Maturities and Scheduled Principal Debt Repayments | The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of September 30, 2016 (in thousands): Year Amount 2016 $ 1,433 2017 87,268 2018 4,333 2019 304,580 2020 76,796 Thereafter 1,251,527 Total $ 1,725,937 |
Schedule of Amortization of Deferred Financing Costs | As of September 30, 2016 , the future amortization of deferred financing costs is as follows (in thousands): Year Amount 2016 $ 481 2017 1,829 2018 1,757 2019 1,762 2020 1,320 Thereafter 2,704 Total $ 9,853 |
Derivative Financial Instrume27
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instrument Assets and (Liabilities) Held | The following table lists the derivative financial instrument assets and (liabilities) held by us as of September 30, 2016 (in thousands): Notional Amount Index Rate Fair Value Instrument Maturity $ 50,000 LIBOR 1.39 % $ (729 ) Swap 7/17/2019 105,000 LIBOR 1.24 (1,073 ) Swap 7/17/2019 25,480 LIBOR + 1.45% 4.98 (2,224 ) Swap 5/1/2020 6,135 LIBOR + 2.25% 4.04 (243 ) Swap 1/1/2023 4,406 LIBOR + 0.49% 3.52 (597 ) Swap 12/1/2023 The following table lists the derivative financial instrument assets and (liabilities) held by us as of December 31, 2015 (in thousands): Notional Amount Index Rate Fair Value Instrument Maturity $ 100,000 LIBOR 0.86 % $ (142 ) Swap 6/15/2016 50,000 LIBOR 1.39 (71 ) Swap 7/17/2019 105,000 LIBOR 1.24 427 Swap 7/17/2019 26,092 LIBOR + 1.45% 4.98 (2,157 ) Swap 5/1/2020 |
Gross Fair Value of Derivative Financial Instruments | As of September 30, 2016 and December 31, 2015 , the gross fair value of our derivative financial instruments was as follows (in thousands): Asset Derivatives Liability Derivatives Fair Value Fair Value Derivatives Not Designated as Hedging Instruments: Balance Sheet Location September 30, 2016 December 31, 2015 Balance Sheet Location September 30, 2016 December 31, 2015 Interest rate swaps Receivables and other assets $ — $ 427 Derivative financial instruments $ 4,866 $ 2,370 |
Schedule of Derivative Liabilities Subject to Master Netting Arrangements | As of September 30, 2016 and December 31, 2015 , we had derivatives subject to enforceable master netting arrangements which allowed for net cash settlement with the respective counterparties (in thousands): September 30, 2016 December 31, 2015 Gross Amounts Amounts Subject to Enforceable Master Netting Arrangements Net Amounts Gross Amounts Amounts Subject to Enforceable Master Netting Arrangements Net Amounts Asset derivatives $ — $ — $ — $ 427 $ (427 ) $ — Liability derivatives 4,866 — 4,866 2,370 (427 ) 1,943 |
Schedule of Derivative Assets Subject to Master Netting Arrangements | As of September 30, 2016 and December 31, 2015 , we had derivatives subject to enforceable master netting arrangements which allowed for net cash settlement with the respective counterparties (in thousands): September 30, 2016 December 31, 2015 Gross Amounts Amounts Subject to Enforceable Master Netting Arrangements Net Amounts Gross Amounts Amounts Subject to Enforceable Master Netting Arrangements Net Amounts Asset derivatives $ — $ — $ — $ 427 $ (427 ) $ — Liability derivatives 4,866 — 4,866 2,370 (427 ) 1,943 |
Stockholders' Equity and Part28
Stockholders' Equity and Partners' Capital (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Restricted Common Stock Activity | The following is a summary of our restricted common stock activity during the nine months ended September 30, 2016 and 2015 (in thousands, except weighted average grant date fair value): September 30, 2016 September 30, 2015 Restricted Common Stock Weighted Average Grant Date Fair Value Restricted Common Stock Weighted Average Grant Date Fair Value Beginning balance 487,850 $ 23.13 463,050 $ 20.90 Granted 417,110 29.82 221,076 26.57 Vested (236,749 ) 23.27 (135,213 ) 21.89 Forfeited (24,391 ) 25.93 (21,378 ) 22.70 Ending balance 643,820 $ 27.35 527,535 $ 22.88 |
Fair Value of Financial Instr29
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The table below presents our assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 , aggregated by the applicable level in the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: Derivative financial instruments $ — $ — $ — $ — Liabilities: Derivative financial instruments $ — $ 4,866 $ — $ 4,866 The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 , aggregated by the applicable level in the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: Derivative financial instruments $ — $ 427 $ — $ 427 Liabilities: Derivative financial instruments $ — $ 2,370 $ — $ 2,370 |
Schedule of Fair Value, Assets Measured on Non-Recurring Basis | The table below presents our assets measured at fair value on a non-recurring basis as of December 31, 2015 , aggregated by the applicable level in the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: MOB (1) $ — $ 547 $ — $ 547 (1) During the year ended December 31, 2015, we recognized a $0.9 million impairment charge to the carrying value of an MOB. The estimated fair value as of December 31, 2015 was based upon a pending sales agreement pertaining to this MOB. |
Per Share Data of HTA (Tables)
Per Share Data of HTA (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
HTA, Inc. | |
Earnings Per Share | |
Schedule of Earnings Per Share, Basic and Diluted | 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, 2016 and 2015 (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Net income $ 6,639 $ 6,554 $ 30,191 $ 22,984 Net income attributable to noncontrolling interests (212 ) (91 ) (830 ) (425 ) Net income attributable to common stockholders $ 6,427 $ 6,463 $ 29,361 $ 22,559 Denominator: Weighted average shares outstanding - basic 138,807 126,863 134,905 125,750 Dilutive shares 4,331 1,930 3,409 1,930 Weighted average shares outstanding - diluted 143,138 128,793 138,314 127,680 Earnings per common share - basic Net income attributable to common stockholders $ 0.05 $ 0.05 $ 0.22 $ 0.18 Earnings per common share - diluted Net income attributable to common stockholders $ 0.04 $ 0.05 $ 0.21 $ 0.18 |
Per Unit Data of HTALP (Tables)
Per Unit Data of HTALP (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Healthcare Trust of America Holdings, LP (HTALP) | |
Earnings Per Share | |
Schedule of Earnings Per Unit, Basic and Diluted | 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, 2016 and 2015 (in thousands, except per unit data): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Net income $ 6,639 $ 6,554 $ 30,191 $ 22,984 Net income attributable to noncontrolling interests (1 ) (20 ) (28 ) (77 ) Net income attributable to common unitholders $ 6,638 $ 6,534 $ 30,163 $ 22,907 Denominator: Weighted average units outstanding - basic 143,137 128,793 138,314 127,781 Dilutive units — — — — Weighted average units outstanding - diluted 143,137 128,793 138,314 127,781 Earnings per common unit - basic: Net income attributable to common unitholders $ 0.05 $ 0.05 $ 0.22 $ 0.18 Earnings per common unit - diluted: Net income attributable to common unitholders $ 0.05 $ 0.05 $ 0.22 $ 0.18 |
Supplemental Cash Flow Inform32
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following is the supplemental cash flow information for the nine months ended September 30, 2016 and 2015 (in thousands): Nine Months Ended September 30, 2016 2015 Supplemental Disclosure of Cash Flow Information: Interest paid $ 39,321 $ 39,570 Income taxes paid 934 790 Supplemental Disclosure of Noncash Investing and Financing Activities: Accrued capital expenditures $ 2,868 $ 1,833 Debt and interest rate swaps assumed in connection with an acquisition 21,156 — Dividend distributions declared, but not paid 43,530 37,712 Issuance of operating partnership units in connection with an acquisition 71,754 — Note receivable included in the consideration of a disposition 3,000 — Redeemable noncontrolling interest assumed in connection with an acquisition 5,449 — Redemption of noncontrolling interests 5,709 — |
Organization and Description 33
Organization and Description of Business (Details) ft² in Millions, $ in Billions | 9 Months Ended |
Sep. 30, 2016USD ($)ft²marketStates | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General partnership interest (as a percent) | 97.00% |
Purchased property inception to current date | $ | $ 4.2 |
Gross leasable area of real estate in portfolio (in square feet) | ft² | 17.6 |
Concentration Risk [Line Items] | |
Percentage of gross leasable area on-campus/aligned | 97.00% |
Number of states in which the Company operates | States | 31 |
Maximum state gross leasable area (as a percent) | 13.00% |
Percentage of gross leasable area located in the top 75 Metro statistical areas | 92.00% |
Minimum | |
Concentration Risk [Line Items] | |
Number of markets where the Company is concentrated | 20 |
Maximum | |
Concentration Risk [Line Items] | |
Number of markets where the Company is concentrated | 25 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Building Improvements | |||||
Partners' Capital Notes [Abstract] | |||||
Depreciation expense | $ 31.1 | $ 26.9 | $ 86.6 | $ 74.9 | |
Healthcare Trust of America Holdings, LP (HTALP) | |||||
Partners' Capital Notes [Abstract] | |||||
Limited partner's capital, units issued | 4,323,095 | 4,323,095 | 1,929,942 | ||
Limited partner's capital, units outstanding | 4,323,095 | 4,323,095 | 1,929,942 |
Investments in Real Estate - Ac
Investments in Real Estate - Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Oct. 26, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Investments [Abstract] | |||
Closing costs | $ 2,500 | ||
Mortgage loans assumed | 20,000 | ||
Business Acquisition [Line Items] | |||
Land | 77,949 | $ 13,286 | |
Building and improvements | 505,138 | 229,386 | |
In place leases | 50,997 | 22,414 | |
Below market leases | (12,790) | (8,206) | |
Above market leases | 4,413 | 1,254 | |
Below market leasehold interests | 4,188 | 2,698 | |
Above market leasehold interests | (50) | (7,725) | |
Below market debt | 360 | 0 | |
Interest rate swaps | (779) | 0 | |
Net assets acquired | 629,426 | 253,107 | |
Other, net | 3,540 | 1,503 | |
Aggregate purchase price | $ 632,966 | $ 254,610 | |
Subsequent Event | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ 7,200 | ||
Partnership Units | |||
Business Acquisition [Line Items] | |||
Number of operating partnership units issued in acquisition (shares) | 2,650,409 | ||
Market value of operating partnership units issued in acquisition | $ 71,800 |
Investments in Real Estate - We
Investments in Real Estate - Weighted Average Lives (Details) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Investments [Abstract] | ||
Acquired intangible assets | 9 years 1 month 6 days | 26 years 9 months 21 days |
Acquired intangible liabilities | 8 years 3 months 18 days | 52 years 5 months 8 days |
Dispositions (Details)
Dispositions (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)facility | Sep. 30, 2015USD ($) | |
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract] | ||||
Number of senior care facilities disposed (in facilities) | facility | 4 | |||
Aggregate gross sales price of facilities disposed | $ 26,500 | |||
Gain from sale of dispositions of properties | $ 0 | $ 152 | $ 4,212 | $ 152 |
Intangible Assets and Liabili38
Intangible Assets and Liabilities - Summary of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Assets: | ||
Gross | $ 533,535 | $ 490,329 |
Accumulated amortization | (246,868) | (219,334) |
Total | $ 286,667 | $ 270,995 |
Weighted Average Remaining Amortization in Years | 16 years 1 month 6 days | 16 years 7 months 6 days |
Liabilities: | ||
Gross | $ 45,757 | $ 33,822 |
Accumulated amortization | (8,829) | (7,211) |
Total | $ 36,928 | $ 26,611 |
Weighted Average Remaining Amortization in Years | 29 years | 38 years |
Below market leases | ||
Liabilities: | ||
Gross | $ 34,125 | $ 22,240 |
Weighted Average Remaining Amortization in Years | 19 years 1 month 6 days | 27 years 2 months 12 days |
Above market leasehold interests | ||
Liabilities: | ||
Gross | $ 11,632 | $ 11,582 |
Weighted Average Remaining Amortization in Years | 53 years 2 months 12 days | 53 years 8 months 12 days |
In place leases | ||
Assets: | ||
Gross | $ 291,851 | $ 249,824 |
Weighted Average Remaining Amortization in Years | 9 years 10 months 24 days | 11 years |
Tenant relationships | ||
Assets: | ||
Gross | $ 174,583 | $ 180,925 |
Weighted Average Remaining Amortization in Years | 10 years 6 months | 10 years 4 months 24 days |
Above market leases | ||
Assets: | ||
Gross | $ 28,306 | $ 24,974 |
Weighted Average Remaining Amortization in Years | 6 years 4 months 24 days | 6 years |
Below market leasehold interests | ||
Assets: | ||
Gross | $ 38,795 | $ 34,606 |
Weighted Average Remaining Amortization in Years | 60 years 4 months 24 days | 63 years |
Intangible Assets and Liabili39
Intangible Assets and Liabilities - Summary of Intangible Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Amortization recorded against rental income related to above or (below) market leases | ||||
Schedule of Finite-Lived Intangible Assets and Liabilities [Line Items] | ||||
Amortization of intangible assets and liabilities | $ (115) | $ 509 | $ 202 | $ 1,428 |
Rental expense related to above or (below) market leasehold interests | ||||
Schedule of Finite-Lived Intangible Assets and Liabilities [Line Items] | ||||
Amortization of intangible assets and liabilities | 118 | 94 | 321 | 327 |
Amortization expense related to in place leases and tenant relationships | ||||
Schedule of Finite-Lived Intangible Assets and Liabilities [Line Items] | ||||
Amortization of intangible assets and liabilities | $ 15,266 | $ 12,266 | $ 39,483 | $ 36,371 |
Receivables and Other Assets -
Receivables and Other Assets - Schedule of Receivables and Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Receivables and Other Assets [Abstract] | ||
Tenant receivables, net | $ 8,940 | $ 5,820 |
Other receivables, net | 11,311 | 11,882 |
Deferred financing costs, net | 4,529 | 5,524 |
Deferred leasing costs, net | 19,690 | 17,923 |
Straight-line rent receivables, net | 72,354 | 65,543 |
Prepaid expenses, deposits, equipment and other, net | 44,013 | 34,584 |
Derivative financial instruments - interest rate swaps | 0 | 427 |
Total | $ 160,837 | $ 141,703 |
Receivables and Other Assets 41
Receivables and Other Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Receivables and Other Assets [Abstract] | ||||
Amortization expense related to deferred leasing costs | $ 1,224 | $ 1,013 | $ 3,368 | $ 2,941 |
Interest expense related to deferred financing costs | $ 331 | $ 320 | $ 994 | $ 985 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument | ||
Total debt, gross | $ 1,725,937 | $ 1,600,018 |
Deferred financing costs, net | (9,853) | (8,411) |
Discount, net | (3,486) | (911) |
Total | 1,712,598 | 1,590,696 |
Unsecured term loans | ||
Debt Instrument | ||
Total debt, gross | 500,000 | 455,000 |
Unsecured senior notes | ||
Debt Instrument | ||
Total debt, gross | 950,000 | 600,000 |
Mortgages | Fixed rate mortgages loans | ||
Debt Instrument | ||
Total debt, gross | 209,797 | 298,030 |
Mortgages | Variable rate mortgages loans | ||
Debt Instrument | ||
Total debt, gross | 39,140 | 28,988 |
Unsecured revolving credit facility | ||
Debt Instrument | ||
Line of credit facility, amount outstanding | $ 27,000 | $ 218,000 |
Debt - Principal Maturity Sched
Debt - Principal Maturity Schedule (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,016 | $ 1,433 | |
2,017 | 87,268 | |
2,018 | 4,333 | |
2,019 | 304,580 | |
2,020 | 76,796 | |
Thereafter | 1,251,527 | |
Total | $ 1,725,937 | $ 1,600,018 |
Debt - Amortization of Deferred
Debt - Amortization of Deferred Financing Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,016 | $ 481 | |
2,017 | 1,829 | |
2,018 | 1,757 | |
2,019 | 1,762 | |
2,020 | 1,320 | |
Thereafter | 2,704 | |
Total | $ 9,853 | $ 8,411 |
Debt - Textuals (Details)
Debt - Textuals (Details) - USD ($) | Feb. 11, 2015 | Sep. 30, 2016 | Sep. 26, 2016 | Sep. 25, 2016 | Jul. 12, 2016 | Dec. 31, 2015 |
Debt Instrument | ||||||
Outstanding amount | $ 1,725,937,000 | $ 1,600,018,000 | ||||
Unsecured term loans | ||||||
Debt Instrument | ||||||
Outstanding amount | $ 500,000,000 | 455,000,000 | ||||
Unsecured term loans | $300.0 Million Unsecured Term Loan | ||||||
Debt Instrument | ||||||
Basis spread on variable rate (as a percent) | 1.15% | |||||
Outstanding amount | $ 300,000,000 | |||||
Unsecured credit agreement, extension option period (in years) | 1 year | |||||
Weighted average interest rate with interest rate swap impact (as a percent) | 1.65% | |||||
Unsecured term loans | $200.0 Million Unsecured Term Loan | ||||||
Debt Instrument | ||||||
Basis spread on variable rate (as a percent) | 1.65% | |||||
Debt instrument, face amount | $ 200,000,000 | $ 200,000,000 | $ 155,000,000 | |||
Weighted average interest rate with interest rate swap impact (as a percent) | 2.76% | |||||
Unsecured senior notes | ||||||
Debt Instrument | ||||||
Outstanding amount | $ 950,000,000 | $ 600,000,000 | ||||
Unsecured senior notes | $300.0 Million Unsecured Senior Notes due 2021 | ||||||
Debt Instrument | ||||||
Debt instrument, face amount | $ 300,000,000 | |||||
Debt instrument, stated interest rate (as a percent) | 3.38% | |||||
Debt instrument, percentage of principal amount received (as a percent) | 99.21% | |||||
Debt instrument, effective interest rate (as a percent) | 3.50% | |||||
Unsecured senior notes | $300.0 Million Unsecured Senior Notes due 2023 | ||||||
Debt Instrument | ||||||
Debt instrument, face amount | $ 300,000,000 | |||||
Debt instrument, stated interest rate (as a percent) | 3.70% | |||||
Debt instrument, percentage of principal amount received (as a percent) | 99.19% | |||||
Debt instrument, effective interest rate (as a percent) | 3.80% | |||||
Unsecured senior notes | $350.0 Million Unsecured Senior Notes due 2026 | ||||||
Debt Instrument | ||||||
Debt instrument, face amount | $ 350,000,000 | |||||
Debt instrument, stated interest rate (as a percent) | 3.50% | |||||
Debt instrument, percentage of principal amount received (as a percent) | 99.72% | |||||
Debt instrument, effective interest rate (as a percent) | 3.53% | |||||
Mortgages | ||||||
Debt Instrument | ||||||
Weighted average interest rate with interest rate swap impact (as a percent) | 5.43% | |||||
Weighted average interest rate (as a percent) | 5.03% | |||||
Minimum | Unsecured term loans | $300.0 Million Unsecured Term Loan | ||||||
Debt Instrument | ||||||
Basis spread on variable rate (as a percent) | 0.90% | |||||
Minimum | Unsecured term loans | $200.0 Million Unsecured Term Loan | ||||||
Debt Instrument | ||||||
Basis spread on variable rate (as a percent) | 1.50% | |||||
Minimum | Mortgages | ||||||
Debt Instrument | ||||||
Debt instrument, effective interest rate (as a percent) | 1.95% | |||||
Maximum | Unsecured term loans | $300.0 Million Unsecured Term Loan | ||||||
Debt Instrument | ||||||
Basis spread on variable rate (as a percent) | 1.80% | |||||
Maximum | Unsecured term loans | $200.0 Million Unsecured Term Loan | ||||||
Debt Instrument | ||||||
Basis spread on variable rate (as a percent) | 2.45% | |||||
Maximum | Mortgages | ||||||
Debt Instrument | ||||||
Debt instrument, effective interest rate (as a percent) | 6.26% | |||||
Unsecured revolving credit facility | ||||||
Debt Instrument | ||||||
Line of credit facility, borrowing capacity | $ 850,000,000 | |||||
Basis spread on variable rate (as a percent) | 1.05% | |||||
Line of credit facility, commitment fee (as a percent) | 0.20% | |||||
Unsecured revolving credit facility | Minimum | ||||||
Debt Instrument | ||||||
Basis spread on variable rate (as a percent) | 0.88% | |||||
Line of credit facility, commitment fee (as a percent) | 0.13% | |||||
Unsecured revolving credit facility | Maximum | ||||||
Debt Instrument | ||||||
Basis spread on variable rate (as a percent) | 1.55% | |||||
Line of credit facility, commitment fee (as a percent) | 0.30% |
Derivative Financial Instrume46
Derivative Financial Instruments - Table of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Swap at 1.39% | ||
Derivative | ||
Notional Amount | $ 50,000 | $ 50,000 |
Index | LIBOR | LIBOR |
Rate (as a percent) | 1.39% | 1.39% |
Derivative liabilities | $ (729) | $ (71) |
Swap at 0.86% | ||
Derivative | ||
Notional Amount | $ 100,000 | |
Index | LIBOR | |
Rate (as a percent) | 0.86% | |
Derivative liabilities | $ (142) | |
Swap at 1.24% | ||
Derivative | ||
Notional Amount | $ 105,000 | $ 105,000 |
Index | LIBOR | LIBOR |
Rate (as a percent) | 1.24% | 1.24% |
Derivative liabilities | $ (1,073) | |
Derivative assets | $ 427 | |
Swap at 4.98% | ||
Derivative | ||
Notional Amount | $ 25,480 | $ 26,092 |
Index | LIBOR + 1.45% | LIBOR + 1.45% |
Rate (as a percent) | 4.98% | 4.98% |
Derivative liabilities | $ (2,224) | $ (2,157) |
Swap at 4.98% | LIBOR | ||
Derivative | ||
Basis spread on variable rate (as a percent) | 1.45% | 1.45% |
Swap at 4.04% | ||
Derivative | ||
Notional Amount | $ 6,135 | |
Index | LIBOR + 2.25% | |
Rate (as a percent) | 4.04% | |
Derivative liabilities | $ (243) | |
Swap at 4.04% | LIBOR | ||
Derivative | ||
Basis spread on variable rate (as a percent) | 2.25% | |
Swap at 3.52% | ||
Derivative | ||
Notional Amount | $ 4,406 | |
Index | LIBOR + 0.49% | |
Rate (as a percent) | 3.52% | |
Derivative liabilities | $ (597) | |
Swap at 3.52% | LIBOR | ||
Derivative | ||
Basis spread on variable rate (as a percent) | 0.49% |
Derivative Financial Instrume47
Derivative Financial Instruments - Derivative Instruments Fair Value Table (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value | ||
Asset Derivatives | $ 0 | $ 427 |
Liability Derivatives | 4,866 | 2,370 |
Not Designated as Hedging Instrument | Interest rate swaps | Receivables and other assets | ||
Derivatives, Fair Value | ||
Asset Derivatives | 0 | 427 |
Not Designated as Hedging Instrument | Interest rate swaps | Derivative financial instruments | ||
Derivatives, Fair Value | ||
Liability Derivatives | $ 4,866 | $ 2,370 |
Derivative Financial Instrume48
Derivative Financial Instruments - Derivative Offsetting (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Asset derivatives | ||
Asset Derivatives | $ 0 | $ 427 |
Amounts Subject to Enforceable Master Netting Arrangements | 0 | (427) |
Net Amounts | 0 | 0 |
Liability derivatives | ||
Liability Derivatives | 4,866 | 2,370 |
Amounts Subject to Enforceable Master Netting Arrangements | 0 | (427) |
Net Amounts | $ 4,866 | $ 1,943 |
Stockholders' Equity and Part49
Stockholders' Equity and Partners' Capital - Textuals (Details) | Oct. 25, 2016$ / shares | Jan. 31, 2016USD ($) | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / shares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2015shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity issued during period | $ 492,500,000 | ||||||
Common Stock Offerings | |||||||
Issuance of common stock, net | $ 417,163,000 | $ 43,649,000 | |||||
Share price (in usd per share) | $ / shares | $ 29.33 | $ 29.33 | |||||
Common Stock Dividends | |||||||
Dividends declared (in usd per share) | $ / shares | $ 0.300 | $ 0.295 | $ 0.890 | $ 0.875 | |||
LTIP Units | |||||||
Incentive Plan | |||||||
Number of forfeited units (in units) | shares | 225,000 | ||||||
Restricted Common Stock | |||||||
Incentive Plan | |||||||
Number of forfeited units (in units) | shares | 24,391 | 21,378 | |||||
Nonvested awards, total compensation cost not yet recognized | $ 10,200,000 | $ 10,200,000 | |||||
Period for recognition (in years) | 2 years | ||||||
Restricted Common Stock | General and Administrative Expense | |||||||
Incentive Plan | |||||||
Compensation expense | $ 2,100,000 | $ 1,400,000 | $ 5,100,000 | $ 4,500,000 | |||
2006 Incentive Plan | |||||||
Incentive Plan | |||||||
Number of shares authorized (in shares) | shares | 5,000,000 | 5,000,000 | |||||
Number of shares available for grant (in shares) | shares | 1,921,610 | 1,921,610 | |||||
Subsequent Event | |||||||
Common Stock Dividends | |||||||
Dividends declared (in usd per share) | $ / shares | $ 0.300 | ||||||
ATM | |||||||
Common Stock Offerings | |||||||
Issuance of common stock, net | $ 122,900,000 | ||||||
Share price (in usd per share) | $ / shares | $ 27.82 | $ 27.82 | |||||
Issuance of common stock, net (in shares) | shares | 4,418,571 | ||||||
Remaining amount of shares available for issuance | $ 177,100,000 | $ 177,100,000 | |||||
ATM | Maximum | |||||||
Common Stock Offerings | |||||||
Maximum amount of common stock authorized | $ 300,000,000 | ||||||
Public Offering | |||||||
Common Stock Offerings | |||||||
Issuance of common stock, net | $ 297,800,000 | ||||||
Share price (in usd per share) | $ / shares | $ 30.64 | $ 30.64 | |||||
Issuance of common stock, net (in shares) | shares | 9,720,000 | ||||||
Healthcare Trust of America Holdings, LP (HTALP) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Dividend distribution ratio | 1 | ||||||
Common Unit Offerings | |||||||
Issuance of limited partner units in connection with an acquisition (in units) | shares | 2,650,409 | ||||||
Issuance of partnership units in connection with an acquisition | $ 71,754,000 | ||||||
Common Stock Dividends | |||||||
Dividends declared (in usd per share) | $ / shares | $ 0.300 | $ 0.295 | $ 0.890 | $ 0.875 |
Stockholders' Equity and Part50
Stockholders' Equity and Partners' Capital - Restricted Common Stock Activity (Details) - Restricted Common Stock - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Restricted Common Stock | |||
Balance as of beginning of period (shares) | 487,850 | 463,050 | 463,050 |
Granted (shares) | 417,110 | 221,076 | |
Vested (shares) | (236,749) | (135,213) | |
Forfeited (shares) | (24,391) | (21,378) | |
Balance as of end of period (shares) | 643,820 | 527,535 | 487,850 |
Weighted Average Grant Date Fair Value | |||
Balance as of beginning of period (usd per share) | $ 23.13 | $ 20.90 | $ 20.90 |
Granted (usd per share) | 29.82 | 26.57 | |
Vested (usd per share) | 23.27 | 21.89 | |
Forfeited (usd per share) | 25.93 | 22.70 | |
Balance as of end of period (usd per share) | $ 27.35 | $ 22.88 | $ 23.13 |
Fair Value of Financial Instr51
Fair Value of Financial Instruments - Assets and Liabilities at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Assets: | ||
Derivative financial instruments, asset | $ 0 | $ 427 |
Liabilities: | ||
Derivative financial instrument, liability | 4,866 | 2,370 |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Derivative financial instruments, asset | 0 | 427 |
Liabilities: | ||
Derivative financial instrument, liability | 4,866 | 2,370 |
Fair Value, Measurements, Recurring | Level 1 | ||
Assets: | ||
Derivative financial instruments, asset | 0 | 0 |
Liabilities: | ||
Derivative financial instrument, liability | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Assets: | ||
Derivative financial instruments, asset | 0 | 427 |
Liabilities: | ||
Derivative financial instrument, liability | 4,866 | 2,370 |
Fair Value, Measurements, Recurring | Level 3 | ||
Assets: | ||
Derivative financial instruments, asset | 0 | 0 |
Liabilities: | ||
Derivative financial instrument, liability | $ 0 | $ 0 |
Fair Value of Financial Instr52
Fair Value of Financial Instruments - Assets on Nonrecurring Basis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Sep. 30, 2016 | |
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items] | ||
Assets: MOB | $ 547,000 | $ 0 |
Impairment on property being marketed for sale | 900,000 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items] | ||
Assets: MOB | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items] | ||
Assets: MOB | 547,000 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items] | ||
Assets: MOB | $ 0 |
Fair Value of Financial Instr53
Fair Value of Financial Instruments - Textuals (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | ||
Debt, fair value | $ 1,781,600 | $ 1,619,700 |
Debt, carrying value | $ 1,712,598 | $ 1,590,696 |
Per Share Data of HTA (Details)
Per Share Data of HTA (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Numerator: | |||||
Net income | $ 6,639 | $ 6,554 | $ 30,191 | $ 22,984 | |
Net income attributable to noncontrolling interests | [1] | (212) | (91) | (830) | (425) |
Net income attributable to common stockholders/unitholders | $ 6,427 | $ 6,463 | $ 29,361 | $ 22,559 | |
Denominator: | |||||
Weighted average shares outstanding - basic | 138,807 | 126,863 | 134,905 | 125,750 | |
Weighted average number of shares/units outstanding — diluted | 143,138 | 128,793 | 138,314 | 127,680 | |
Earnings per common share - basic | |||||
Net income attributable to common stockholders (in usd per share) | $ 0.05 | $ 0.05 | $ 0.22 | $ 0.18 | |
Earnings per common share - diluted | |||||
Net income attributable to common stockholders (in usd per share) | $ 0.04 | $ 0.05 | $ 0.21 | $ 0.18 | |
HTA, Inc. | |||||
Numerator: | |||||
Net income | $ 6,639 | $ 6,554 | $ 30,191 | $ 22,984 | |
Net income attributable to noncontrolling interests | (212) | (91) | (830) | (425) | |
Net income attributable to common stockholders/unitholders | $ 6,427 | $ 6,463 | $ 29,361 | $ 22,559 | |
Denominator: | |||||
Weighted average shares outstanding - basic | 138,807 | 126,863 | 134,905 | 125,750 | |
Dilutive shares | 4,331 | 1,930 | 3,409 | 1,930 | |
Weighted average number of shares/units outstanding — diluted | 143,138 | 128,793 | 138,314 | 127,680 | |
Earnings per common share - basic | |||||
Net income attributable to common stockholders (in usd per share) | $ 0.05 | $ 0.05 | $ 0.22 | $ 0.18 | |
Earnings per common share - diluted | |||||
Net income attributable to common stockholders (in usd per share) | $ 0.04 | $ 0.05 | $ 0.21 | $ 0.18 | |
[1] | Includes amounts attributable to redeemable noncontrolling interests. |
Per Unit Data of HTALP (Details
Per Unit Data of HTALP (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Numerator: | |||||
Net income | $ 6,639 | $ 6,554 | $ 30,191 | $ 22,984 | |
Net income attributable to noncontrolling interests | [1] | (212) | (91) | (830) | (425) |
Net income attributable to common stockholders/unitholders | $ 6,427 | $ 6,463 | $ 29,361 | $ 22,559 | |
Denominator: | |||||
Weighted average units outstanding - basic | 138,807 | 126,863 | 134,905 | 125,750 | |
Weighted average number of shares/units outstanding — diluted | 143,138 | 128,793 | 138,314 | 127,680 | |
Earnings per common unit - basic: | |||||
Net income attributable to common unitholders (in usd per share) | $ 0.05 | $ 0.05 | $ 0.22 | $ 0.18 | |
Earnings per common unit - diluted: | |||||
Net income attributable to common unitholders (in usd per share) | $ 0.04 | $ 0.05 | $ 0.21 | $ 0.18 | |
Healthcare Trust of America Holdings, LP (HTALP) | |||||
Numerator: | |||||
Net income | $ 6,639 | $ 6,554 | $ 30,191 | $ 22,984 | |
Net income attributable to noncontrolling interests | (1) | (20) | (28) | (77) | |
Net income attributable to common stockholders/unitholders | $ 6,638 | $ 6,534 | $ 30,163 | $ 22,907 | |
Denominator: | |||||
Weighted average units outstanding - basic | 143,137 | 128,793 | 138,314 | 127,781 | |
Dilutive units | 0 | 0 | 0 | 0 | |
Weighted average number of shares/units outstanding — diluted | 143,137 | 128,793 | 138,314 | 127,781 | |
Earnings per common unit - basic: | |||||
Net income attributable to common unitholders (in usd per share) | $ 0.05 | $ 0.05 | $ 0.22 | $ 0.18 | |
Earnings per common unit - diluted: | |||||
Net income attributable to common unitholders (in usd per share) | $ 0.05 | $ 0.05 | $ 0.22 | $ 0.18 | |
[1] | Includes amounts attributable to redeemable noncontrolling interests. |
Supplemental Cash Flow Inform56
Supplemental Cash Flow Information (Details) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid | $ 39,321 | $ 39,570 |
Income taxes paid | 934 | 790 |
Supplemental Disclosure of Noncash Investing and Financing Activities: | ||
Accrued capital expenditures | 2,868 | 1,833 |
Debt and interest rate swaps assumed in connection with an acquisition | 21,156 | 0 |
Dividend distributions declared, but not paid | $ 43,530 | $ 37,712 |
Issuance of operating partnership units in connection with an acquisition | 71,754 | 0 |
Note receivable included in the consideration of a disposition | $ 3,000 | $ 0 |
Redeemable noncontrolling interest assumed in connection with an acquisition | 5,449 | 0 |
Redemption of noncontrolling interests | $ 5,709 | $ 0 |