Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 25, 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 | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 136,625,278 | |
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 | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | FY | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Real estate investments: | ||
Land | $ 321,021 | $ 303,706 |
Building and improvements | 3,038,674 | 2,901,157 |
Lease intangibles | 446,511 | 430,749 |
Real estate investments, gross | 3,806,206 | 3,635,612 |
Accumulated depreciation and amortization | (712,381) | (676,144) |
Real estate investments, net | 3,093,825 | 2,959,468 |
Cash and cash equivalents | 13,827 | 13,070 |
Restricted cash and escrow deposits | 16,687 | 15,892 |
Receivables and other assets, net | 143,012 | 141,703 |
Other intangibles, net | 43,168 | 42,167 |
Total assets | 3,310,519 | 3,172,300 |
Liabilities: | ||
Debt | 1,667,320 | 1,590,696 |
Accounts payable and accrued liabilities | 85,453 | 94,933 |
Derivative financial instruments - interest rate swaps | 4,735 | 2,370 |
Security deposits, prepaid rent and other liabilities | 47,993 | 46,295 |
Intangible liabilities, net | 31,538 | 26,611 |
Total liabilities | $ 1,837,039 | $ 1,760,905 |
Commitments and contingencies | ||
Redeemable noncontrolling interests | $ 4,429 | $ 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; 130,662,036 and 127,026,839 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | 1,307 | 1,270 |
Additional paid-in capital | 2,422,138 | 2,328,806 |
Cumulative dividends in excess of earnings | (979,332) | (950,652) |
Total stockholders’ equity | 1,444,113 | 1,379,424 |
Noncontrolling interests | 24,938 | 27,534 |
Total equity | 1,469,051 | 1,406,958 |
Total liabilities and equity/partners' capital | 3,310,519 | 3,172,300 |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Real estate investments: | ||
Land | 321,021 | 303,706 |
Building and improvements | 3,038,674 | 2,901,157 |
Lease intangibles | 446,511 | 430,749 |
Real estate investments, gross | 3,806,206 | 3,635,612 |
Accumulated depreciation and amortization | (712,381) | (676,144) |
Real estate investments, net | 3,093,825 | 2,959,468 |
Cash and cash equivalents | 13,827 | 13,070 |
Restricted cash and escrow deposits | 16,687 | 15,892 |
Receivables and other assets, net | 143,012 | 141,703 |
Other intangibles, net | 43,168 | 42,167 |
Total assets | 3,310,519 | 3,172,300 |
Liabilities: | ||
Debt | 1,667,320 | 1,590,696 |
Accounts payable and accrued liabilities | 85,453 | 94,933 |
Derivative financial instruments - interest rate swaps | 4,735 | 2,370 |
Security deposits, prepaid rent and other liabilities | 47,993 | 46,295 |
Intangible liabilities, net | 31,538 | 26,611 |
Total liabilities | $ 1,837,039 | $ 1,760,905 |
Commitments and contingencies | ||
Redeemable noncontrolling interests | $ 4,429 | $ 4,437 |
Equity/Partners' Capital: | ||
Limited partners’ capital, 1,833,849 and 1,929,942 units issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | 24,668 | 27,264 |
General partners’ capital, 130,662,036 and 127,026,839 units issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | 1,444,383 | 1,379,694 |
Total partners’ capital | 1,469,051 | 1,406,958 |
Total liabilities and equity/partners' capital | $ 3,310,519 | $ 3,172,300 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 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 |
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 | 130,662,036 | 127,026,839 |
Common stock, shares outstanding | 130,662,036 | 127,026,839 |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Partners’ Capital: | ||
Limited partner's capital, units issued | 1,833,849 | 1,929,942 |
Limited partner's capital, units outstanding | 1,833,849 | 1,929,942 |
General partner's capital, units issued | 130,662,036 | 127,026,839 |
General partner's capital, units outstanding | 130,662,036 | 127,026,839 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Revenues: | |||
Rental income | $ 107,250 | $ 98,452 | |
Interest and other operating income | 65 | 68 | |
Total revenues | 107,315 | 98,520 | |
Expenses: | |||
Rental | 33,353 | 30,697 | |
General and administrative | 6,773 | 6,575 | |
Acquisition-related | 1,813 | 1,357 | |
Depreciation and amortization | 37,828 | 36,595 | |
Total expenses | 79,767 | 75,224 | |
Income before other income (expense) | 27,548 | 23,296 | |
Interest expense: | |||
Interest related to derivative financial instruments | (645) | (555) | |
Loss on change in fair value of derivative financial instruments, net | (2,792) | (2,010) | |
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments | (3,437) | (2,565) | |
Interest related to debt | (14,128) | (13,804) | |
Other income | 53 | 15 | |
Net income | 10,036 | 6,942 | |
Net income attributable to noncontrolling interests | [1] | (176) | (138) |
Net income attributable to common stockholders/unitholders | $ 9,860 | $ 6,804 | |
Earnings per common share/unit - basic: | |||
Net income attributable to common stockholders/unitholders (in usd per share) | $ 0.08 | $ 0.05 | |
Earnings per common share/unit - diluted: | |||
Net income attributable to common stockholders/unitholders (in usd per share) | $ 0.08 | $ 0.05 | |
Weighted average common shares/units outstanding: | |||
Basic (in shares/units) | 129,336 | 125,175 | |
Diluted (in shares/units) | 131,240 | 127,105 | |
Dividends declared per common share (in usd per share) | $ 0.295 | $ 0.290 | |
Healthcare Trust of America Holdings, LP (HTALP) | |||
Revenues: | |||
Rental income | $ 107,250 | $ 98,452 | |
Interest and other operating income | 65 | 68 | |
Total revenues | 107,315 | 98,520 | |
Expenses: | |||
Rental | 33,353 | 30,697 | |
General and administrative | 6,773 | 6,575 | |
Acquisition-related | 1,813 | 1,357 | |
Depreciation and amortization | 37,828 | 36,595 | |
Total expenses | 79,767 | 75,224 | |
Income before other income (expense) | 27,548 | 23,296 | |
Interest expense: | |||
Interest related to derivative financial instruments | (645) | (555) | |
Loss on change in fair value of derivative financial instruments, net | (2,792) | (2,010) | |
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments | (3,437) | (2,565) | |
Interest related to debt | (14,128) | (13,804) | |
Other income | 53 | 15 | |
Net income | 10,036 | 6,942 | |
Net income attributable to noncontrolling interests | (31) | (33) | |
Net income attributable to common stockholders/unitholders | $ 10,005 | $ 6,909 | |
Earnings per common share/unit - basic: | |||
Net income attributable to common stockholders/unitholders (in usd per share) | $ 0.08 | $ 0.05 | |
Earnings per common share/unit - diluted: | |||
Net income attributable to common stockholders/unitholders (in usd per share) | $ 0.08 | $ 0.05 | |
Weighted average common shares/units outstanding: | |||
Basic (in shares/units) | 131,242 | 126,330 | |
Diluted (in shares/units) | 131,242 | 126,330 | |
Dividends declared per common share (in usd per share) | $ 0.295 | $ 0.290 | |
[1] | Includes amounts attributable to redeemable noncontrolling interests. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Equity (Unaudited) - 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 Interest |
Beginning balance (in shares) at Dec. 31, 2014 | 125,087,000 | ||||||
Beginning balance at Dec. 31, 2014 | $ 1,476,421 | $ 1,251 | $ 2,281,932 | $ (836,044) | $ 1,447,139 | $ 29,282 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based award transactions, net (in shares) | 164,000 | ||||||
Share-based award transactions, net | 1,914 | $ 1 | 1,913 | 1,914 | |||
Repurchase and cancellation of common stock (in shares) | (48,000) | ||||||
Repurchase and cancellation of common stock | (1,292) | (1,292) | (1,292) | ||||
Dividends declared | (36,873) | (36,309) | (36,309) | ||||
Dividends declared | (564) | ||||||
Net income | 6,909 | 6,804 | 6,804 | 105 | |||
Ending balance (in shares) at Mar. 31, 2015 | 125,203,000 | ||||||
Ending balance at Mar. 31, 2015 | 1,447,079 | $ 1,252 | 2,282,553 | (865,549) | 1,418,256 | 28,823 | |
Beginning balance (in shares) at Dec. 31, 2015 | 127,026,839 | 127,027,000 | |||||
Beginning balance at Dec. 31, 2015 | 1,406,958 | $ 1,270 | 2,328,806 | (950,652) | 1,379,424 | 27,534 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock (in shares) | 3,418,000 | ||||||
Issuance of common stock | 91,269 | $ 34 | 91,235 | 91,269 | |||
Share-based award transactions, net (in shares) | 191,000 | ||||||
Share-based award transactions, net | 1,803 | $ 2 | 1,801 | 1,803 | |||
Repurchase and cancellation of common stock (in shares) | (70,000) | ||||||
Repurchase and cancellation of common stock | (1,901) | (1,901) | (1,901) | ||||
Redemption of noncontrolling interest and other (in shares) | 96,000 | ||||||
Redemption of noncontrolling interest and other | 0 | $ 1 | 2,197 | 2,198 | (2,198) | ||
Dividends declared | (39,083) | (38,540) | (38,540) | ||||
Dividends declared | (543) | ||||||
Net income | 10,005 | 9,860 | 9,860 | 145 | |||
Ending balance (in shares) at Mar. 31, 2016 | 130,662,036 | 130,662,000 | |||||
Ending balance at Mar. 31, 2016 | $ 1,469,051 | $ 1,307 | $ 2,422,138 | $ (979,332) | $ 1,444,113 | $ 24,938 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Changes In Partners' Capital (Unaudited) - 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 (in units) at Dec. 31, 2014 | 125,087,000 | 2,155,000 | ||
Balance as of beginning of period at Dec. 31, 2014 | $ 1,476,421 | $ 1,447,409 | $ 29,012 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Share-based award transactions, net (in units) | 164,000 | |||
Share-based award transactions, net | 1,914 | $ 1,914 | ||
Redemption and cancellation of general partner units (in units) | (48,000) | |||
Redemption and cancellation of general partner units | (1,292) | $ (1,292) | ||
Distributions declared | (36,873) | (36,309) | (564) | |
Net income | $ 6,804 | 6,909 | $ 6,804 | $ 105 |
Balance as of end of period (in units) at Mar. 31, 2015 | 125,203,000 | 2,155,000 | ||
Balance as of end of period at Mar. 31, 2015 | 1,447,079 | $ 1,418,526 | $ 28,553 | |
Balance as of beginning of period (in units) at Dec. 31, 2015 | 127,027,000 | 1,930,000 | ||
Balance as of beginning of period at Dec. 31, 2015 | 1,406,958 | $ 1,379,694 | $ 27,264 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Issuance of general partner units (in units) | 3,418,000 | |||
Issuance of general partner units | 91,269 | $ 91,269 | ||
Share-based award transactions, net (in units) | 191,000 | |||
Share-based award transactions, net | 1,803 | $ 1,803 | ||
Redemption and cancellation of general partner units (in units) | (70,000) | |||
Redemption and cancellation of general partner units | (1,901) | $ (1,901) | ||
Redemption of limited partner units and other (in units) | 96,000 | (96,000) | ||
Redemption of limited partner units and other | 0 | $ 2,198 | $ (2,198) | |
Distributions declared | (39,083) | (38,540) | (543) | |
Net income | $ 9,860 | 10,005 | $ 9,860 | $ 145 |
Balance as of end of period (in units) at Mar. 31, 2016 | 130,662,000 | 1,834,000 | ||
Balance as of end of period at Mar. 31, 2016 | $ 1,469,051 | $ 1,444,383 | $ 24,668 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 10,036 | $ 6,942 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and other | 37,091 | 35,788 |
Share-based compensation expense | 1,803 | 1,914 |
Bad debt expense | 92 | 146 |
Change in fair value of derivative financial instruments | 2,792 | 2,010 |
Changes in operating assets and liabilities: | ||
Receivables and other assets, net | (1,438) | (723) |
Accounts payable and accrued liabilities | (10,370) | (13,172) |
Security deposits, prepaid rent and other liabilities | 446 | 4,290 |
Net cash provided by operating activities | 40,452 | 37,195 |
Cash flows from investing activities: | ||
Investments in real estate | (158,686) | (35,300) |
Capital expenditures | (8,824) | (6,524) |
Restricted cash, escrow deposits and other assets | (799) | (321) |
Net cash used in investing activities | (168,309) | (42,145) |
Cash flows from financing activities: | ||
Borrowings on unsecured revolving credit facility | 166,000 | 82,000 |
Payments on unsecured revolving credit facility | (88,000) | (81,000) |
Borrowings on unsecured term loans | 0 | 65,000 |
Payments on secured real estate term loan and mortgage loans | (1,761) | (19,960) |
Deferred financing costs | 0 | (31) |
Security deposits | 729 | (17) |
Proceeds from issuance of common stock | 91,757 | 0 |
Repurchase and cancellation of common stock | (1,901) | (1,292) |
Dividends paid | (37,473) | (36,275) |
Distributions paid to noncontrolling interest of limited partners | (737) | (371) |
Net cash provided by financing activities | 128,614 | 8,054 |
Net change in cash and cash equivalents | 757 | 3,104 |
Cash and cash equivalents - beginning of period | 13,070 | 10,413 |
Cash and cash equivalents - end of period | 13,827 | 13,517 |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Cash flows from operating activities: | ||
Net income | 10,036 | 6,942 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and other | 37,091 | 35,788 |
Share-based compensation expense | 1,803 | 1,914 |
Bad debt expense | 92 | 146 |
Change in fair value of derivative financial instruments | 2,792 | 2,010 |
Changes in operating assets and liabilities: | ||
Receivables and other assets, net | (1,438) | (723) |
Accounts payable and accrued liabilities | (10,370) | (13,172) |
Security deposits, prepaid rent and other liabilities | 446 | 4,290 |
Net cash provided by operating activities | 40,452 | 37,195 |
Cash flows from investing activities: | ||
Investments in real estate | (158,686) | (35,300) |
Capital expenditures | (8,824) | (6,524) |
Restricted cash, escrow deposits and other assets | (799) | (321) |
Net cash used in investing activities | (168,309) | (42,145) |
Cash flows from financing activities: | ||
Borrowings on unsecured revolving credit facility | 166,000 | 82,000 |
Payments on unsecured revolving credit facility | (88,000) | (81,000) |
Borrowings on unsecured term loans | 0 | 65,000 |
Payments on secured real estate term loan and mortgage loans | (1,761) | (19,960) |
Deferred financing costs | 0 | (31) |
Security deposits | 729 | (17) |
Proceeds from issuance of general partner units | 91,757 | 0 |
Repurchase and cancellation of general partner units | (1,901) | (1,292) |
Distributions paid to general partner | (37,473) | (36,275) |
Distributions paid to limited partners and redeemable noncontrolling interests | (737) | (371) |
Net cash provided by financing activities | 128,614 | 8,054 |
Net change in cash and cash equivalents | 757 | 3,104 |
Cash and cash equivalents - beginning of period | 13,070 | 10,413 |
Cash and cash equivalents - end of period | $ 13,827 | $ 13,517 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 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 March 31, 2016 , HTA owned a 98.6% 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 (“U.S.”) based on gross leasable area (“GLA”). We are primarily focused on acquiring, owning and operating high quality MOBs that are predominantly located on the campuses of, or aligned with, nationally or regionally recognized healthcare systems. In addition, we have strong industry relationships, a stable and diversified tenant mix, and an extensive and active acquisition network. 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 mid-sized acquisitions of MOBs in markets with dominant healthcare systems, and 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. We primarily invest in MOBs that are located on health system campuses, in community-core locations, or around university medical centers which we believe are core, critical real estate. 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 portfolio consists of MOBs and other facilities that serve the healthcare industry with an aggregate purchase price of $3.7 billion through March 31, 2016 . Our principal executive office is located at 16435 North Scottsdale Road, Suite 320, Scottsdale, Arizona, 85254. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 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 of the 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 three months ended March 31, 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 the accounts of HTA and its subsidiaries and consolidated joint venture arrangements. The portions of the consolidated joint venture arrangements not owned by HTA are presented as non-controlling interests in HTA’s consolidated balance sheets and statements of operations, consolidated statements of equity, and consolidated statements of changes in partners’ capital. 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 March 31, 2016 and December 31, 2015 , there were approximately 1.8 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. The Company 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 March 31, 2016 and 2015 , was $25.7 million and $23.3 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 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 and are evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements. |
Investments in Real Estate
Investments in Real Estate | 3 Months Ended |
Mar. 31, 2016 | |
Investments [Abstract] | |
Investments in Real Estate | Investments in Real Estate For the three months ended March 31, 2016 , our investments had an aggregate purchase price of $162.0 million . We incurred $0.6 million of costs attributable to these investments, which were recorded in acquisition-related expenses in the accompanying condensed consolidated statements of operations. 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 allocations for these investments are set forth below in the aggregate for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Land $ 17,315 $ 748 Building and improvements 128,945 30,086 Below market leasehold interests 1,099 2,350 Above market leases 840 398 In place leases 15,919 2,181 Below market leases (5,382 ) (463 ) Above market leasehold interests (50 ) — Net assets acquired 158,686 35,300 Other, net 3,321 — Aggregate purchase price $ 162,007 $ 35,300 The acquired intangible assets and liabilities referenced above had weighted average lives of the following for the three months ended March 31, 2016 and 2015 (in years): Three Months Ended March 31, 2016 2015 Acquired intangible assets 10.5 16.9 Acquired intangible liabilities 8.9 9.9 Subsequent to March 31, 2016 , we completed investments with an aggregate purchase price of $204.8 million . The purchase prices of these buildings are subject to certain post-closing adjustments. Due to the recent nature of these investments, we have not completed our initial purchase price allocations with respect to these investments 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. |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Identified Intangibles, Net [Abstract] | |
Intangible Assets and Liabilities | Intangible Assets and Liabilities Intangible assets and liabilities consisted of the following as of March 31, 2016 and December 31, 2015 (in thousands, except weighted average remaining amortization): March 31, 2016 December 31, 2015 Balance Weighted Average Remaining Amortization in Years Balance Weighted Average Remaining Amortization in Years Assets: In place leases $ 265,666 10.5 $ 249,824 11.0 Tenant relationships 180,845 10.4 180,925 10.4 Above market leases 25,203 6.0 24,974 6.0 Below market leasehold interests 35,706 63.2 34,606 63.0 507,420 490,329 Accumulated amortization (230,271 ) (219,334 ) Total $ 277,149 16.5 $ 270,995 16.6 Liabilities: Below market leases $ 27,622 22.5 $ 22,240 27.2 Above market leasehold interests 11,632 53.6 11,582 53.7 39,254 33,822 Accumulated amortization (7,716 ) (7,211 ) Total $ 31,538 33.2 $ 26,611 38.0 The following is a summary of the net intangible amortization for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Amortization recorded against rental income related to above or below market leases $ 337 $ 475 Rental expense related to above or below market leasehold interests 96 105 Amortization expense related to in place leases and tenant relationships 10,767 11,956 |
Receivables and Other Assets
Receivables and Other Assets | 3 Months Ended |
Mar. 31, 2016 | |
Receivables and Other Assets [Abstract] | |
Receivables and Other Assets | Receivables and Other Assets Receivables and other assets consisted of the following as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Tenant receivables, net $ 7,902 $ 5,820 Other receivables, net 10,069 11,882 Deferred financing costs, net 5,192 5,524 Deferred leasing costs, net 18,402 17,923 Straight-line rent receivables, net 67,907 65,543 Prepaid expenses, deposits, equipment and other, net 33,540 34,584 Derivative financial instruments - interest rate swaps — 427 Total $ 143,012 $ 141,703 The following is a summary of the amortization of deferred leasing costs and financing costs for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Amortization expense related to deferred leasing costs $ 1,052 $ 986 Interest expense related to deferred financing costs (1) 331 327 (1) For the three months ended March 31, 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 | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Unsecured revolving credit facility $ 296,000 $ 218,000 Unsecured term loans 455,000 455,000 Unsecured senior notes 600,000 600,000 Fixed rate mortgages 296,392 298,030 Variable rate mortgages 28,864 28,988 1,676,256 1,600,018 Deferred financing costs, net (7,963 ) (8,411 ) Discount, net (973 ) (911 ) Total $ 1,667,320 $ 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 added an additional lender and increased the amount available under the unsecured revolving credit facility from $800.0 million to $850.0 million . The other existing terms of the Unsecured Credit Agreement were unchanged. 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 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 March 31, 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 March 31, 2016 , we had a $300.0 million unsecured term loan outstanding that was guaranteed by HTA. Borrowings accrue interest 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 March 31, 2016 was 1.15% per annum. Including the impact of the interest rate swaps associated with our unsecured term loan, the interest rate was 1.73% 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. $155.0 Million Unsecured Term Loan As of March 31, 2016 , HTALP had a $155.0 million unsecured term loan outstanding that is guaranteed by HTA. The loan matures on July 19, 2019 , and the interest rate thereon is equal to LIBOR, plus a margin ranging from 1.55% to 2.40% per annum based on our credit rating. The margin associated with our borrowings as of March 31, 2016 was 1.70% per annum. We have interest rate swaps in place that fix the interest rate at 2.99% per annum, based on our current credit rating. The maximum principal amount under this unsecured term loan may be increased by us, subject to such additional financing being provided by our existing lender. $300.0 Million Unsecured Senior Notes due 2021 As of March 31, 2016 , HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by HTA and 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 March 31, 2016 , HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by HTA and 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. Fixed and Variable Rate Mortgages As of March 31, 2016 , HTALP and its subsidiaries had fixed and variable rate mortgages with interest rates ranging from 1.89% to 6.49% per annum and a weighted average interest rate of 5.39% per annum. Including the impact of the interest rate swap associated with our variable rate mortgage, the weighted average interest rate was 5.67% per annum. Future Debt Maturities The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of March 31, 2016 (in thousands): Year Amount 2016 $ 51,013 2017 116,626 2018 14,428 2019 464,281 2020 344,904 Thereafter 685,004 Total $ 1,676,256 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 March 31, 2016 , the future amortization of deferred financing costs is as follows (in thousands): Year Amount 2016 $ 1,344 2017 1,640 2018 1,547 2019 1,442 2020 893 Thereafter 1,097 Total $ 7,963 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 March 31, 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 | 3 Months Ended |
Mar. 31, 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 March 31, 2016 (in thousands): Notional Amount Index Rate Fair Value Instrument Maturity $ 100,000 LIBOR 0.86 % $ (76 ) Swap 6/15/2016 50,000 LIBOR 1.39 (860 ) Swap 7/17/2019 105,000 LIBOR 1.24 (1,270 ) Swap 7/17/2019 25,892 LIBOR + 1.45% 4.98 (2,529 ) Swap 5/1/2020 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 March 31, 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 March 31, 2016 December 31, 2015 Balance Sheet Location March 31, 2016 December 31, 2015 Interest rate swaps Receivables and other assets $ — $ 427 Derivative financial instruments $ 4,735 $ 2,370 There were no derivatives offset in our accompanying condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015 . As of March 31, 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): March 31, 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 4,735 — 4,735 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 March 31, 2016 , there have been no termination events or events of default related to our interest rate swaps. |
Stockholders' Equity and Partne
Stockholders' Equity and Partners' Capital | 3 Months Ended |
Mar. 31, 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. 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 price of up to $300.0 million . During the three months ended March 31, 2016 , HTA issued and sold 3,418,571 shares of common stock, at an average price of $27.25 per share and as of March 31, 2016 , $206.8 million remained available for issuance under the ATM. In April 2016 , HTA completed an underwritten public offering of 5,980,000 shares of common stock at a price of $28.75 per share. Common Stock Dividends See our accompanying condensed consolidated statements of operations for the dividends declared during the three months ended March 31, 2016 and 2015. On April 25, 2016 , HTA declared a quarterly cash dividend of $0.295 per share to be paid on July 8, 2016 to stockholders of record for its common stock on July 1, 2016 . 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 March 31, 2016 , there were 2,123,422 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 months ended March 31, 2016 and 2015, we recognized compensation expense of $1.8 million and $1.9 million , respectively, which were recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations. As of March 31, 2016 , there was $6.7 million of unrecognized compensation expense net of estimated forfeitures, which will be recognized over a remaining weighted average period of 1.8 years. The following is a summary of our restricted common stock activity during the three months ended March 31, 2016 and 2015 : March 31, 2016 March 31, 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 194,151 27.17 172,115 26.98 Vested (162,140 ) 22.65 (113,029 ) 21.99 Forfeited (3,244 ) 24.23 (8,000 ) 22.08 Ending Balance 516,617 $ 24.79 514,136 $ 22.60 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 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 March 31, 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 $ — $ 4,735 $ — $ 4,735 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 March 31, 2016 , there were no assets 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 on 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 March 31, 2016 , the fair value of the debt was $1,710.1 million compared to the carrying value of $1,667.3 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 | 3 Months Ended |
Mar. 31, 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 months ended March 31, 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 months ended March 31, 2016 and 2015 (in thousands, except per share data): Three Months Ended March 31, 2016 2015 Numerator: Net income $ 10,036 $ 6,942 Net income attributable to noncontrolling interests (176 ) (138 ) Net income attributable to common stockholders $ 9,860 $ 6,804 Denominator: Weighted average shares outstanding - basic 129,336 125,175 Dilutive shares 1,904 1,930 Weighted average shares outstanding - diluted 131,240 127,105 Earnings per common share - basic Net income attributable to common stockholders $ 0.08 $ 0.05 Earnings per common share - diluted Net income attributable to common stockholders $ 0.08 $ 0.05 |
Per Unit Data of HTALP
Per Unit Data of HTALP | 3 Months Ended |
Mar. 31, 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 months ended March 31, 2016 and 2015 (in thousands, except per unit data): Three Months Ended March 31, 2016 2015 Numerator: Net income $ 10,036 $ 6,942 Net income attributable to noncontrolling interests (31 ) (33 ) Net income attributable to common unitholders $ 10,005 $ 6,909 Denominator: Weighted average units outstanding - basic 131,242 126,330 Dilutive units — — Weighted average units outstanding - diluted 131,242 126,330 Earnings per common unit - basic: Net income attributable to common unitholders $ 0.08 $ 0.05 Earnings per common unit - diluted: Net income attributable to common unitholders $ 0.08 $ 0.05 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following is the supplemental cash flow information for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Interest paid $ 13,062 $ 13,238 Income taxes paid 88 99 Supplemental Disclosure of Noncash Activities: Investing Activities: Accrued capital expenditures $ 5,688 $ 1,464 Financing Activities: Dividend distributions declared, but not paid $ 38,784 $ 36,309 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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 of the 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 three months ended March 31, 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 | 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 the accounts of HTA and its subsidiaries and consolidated joint venture arrangements. The portions of the consolidated joint venture arrangements not owned by HTA are presented as non-controlling interests in HTA’s consolidated balance sheets and statements of operations, consolidated statements of equity, and consolidated statements of changes in partners’ capital. 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 March 31, 2016 and December 31, 2015 , there were approximately 1.8 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. The Company 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 | Investments in Real Estate Depreciation expense of buildings and improvements for the three months ended March 31, 2016 and 2015 , was $25.7 million and $23.3 million , respectively. |
Recently Issued or Adopted Accounting Pronouncements | 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 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 and are evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements. |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 3 Months Ended |
Mar. 31, 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 allocations for these investments are set forth below in the aggregate for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Land $ 17,315 $ 748 Building and improvements 128,945 30,086 Below market leasehold interests 1,099 2,350 Above market leases 840 398 In place leases 15,919 2,181 Below market leases (5,382 ) (463 ) Above market leasehold interests (50 ) — Net assets acquired 158,686 35,300 Other, net 3,321 — Aggregate purchase price $ 162,007 $ 35,300 |
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 three months ended March 31, 2016 and 2015 (in years): Three Months Ended March 31, 2016 2015 Acquired intangible assets 10.5 16.9 Acquired intangible liabilities 8.9 9.9 |
Intangible Assets and Liabili22
Intangible Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Identified Intangibles, Net [Abstract] | |
Schedule of Intangible Assets and Liabilities | Intangible assets and liabilities consisted of the following as of March 31, 2016 and December 31, 2015 (in thousands, except weighted average remaining amortization): March 31, 2016 December 31, 2015 Balance Weighted Average Remaining Amortization in Years Balance Weighted Average Remaining Amortization in Years Assets: In place leases $ 265,666 10.5 $ 249,824 11.0 Tenant relationships 180,845 10.4 180,925 10.4 Above market leases 25,203 6.0 24,974 6.0 Below market leasehold interests 35,706 63.2 34,606 63.0 507,420 490,329 Accumulated amortization (230,271 ) (219,334 ) Total $ 277,149 16.5 $ 270,995 16.6 Liabilities: Below market leases $ 27,622 22.5 $ 22,240 27.2 Above market leasehold interests 11,632 53.6 11,582 53.7 39,254 33,822 Accumulated amortization (7,716 ) (7,211 ) Total $ 31,538 33.2 $ 26,611 38.0 |
Summary of Net Intangible Amortization | The following is a summary of the net intangible amortization for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Amortization recorded against rental income related to above or below market leases $ 337 $ 475 Rental expense related to above or below market leasehold interests 96 105 Amortization expense related to in place leases and tenant relationships 10,767 11,956 |
Receivables and Other Assets (T
Receivables and Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Receivables and Other Assets [Abstract] | |
Schedule of Receivables and Other Assets | Receivables and other assets consisted of the following as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Tenant receivables, net $ 7,902 $ 5,820 Other receivables, net 10,069 11,882 Deferred financing costs, net 5,192 5,524 Deferred leasing costs, net 18,402 17,923 Straight-line rent receivables, net 67,907 65,543 Prepaid expenses, deposits, equipment and other, net 33,540 34,584 Derivative financial instruments - interest rate swaps — 427 Total $ 143,012 $ 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 months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Amortization expense related to deferred leasing costs $ 1,052 $ 986 Interest expense related to deferred financing costs (1) 331 327 (1) For the three months ended March 31, 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) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Unsecured revolving credit facility $ 296,000 $ 218,000 Unsecured term loans 455,000 455,000 Unsecured senior notes 600,000 600,000 Fixed rate mortgages 296,392 298,030 Variable rate mortgages 28,864 28,988 1,676,256 1,600,018 Deferred financing costs, net (7,963 ) (8,411 ) Discount, net (973 ) (911 ) Total $ 1,667,320 $ 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 March 31, 2016 (in thousands): Year Amount 2016 $ 51,013 2017 116,626 2018 14,428 2019 464,281 2020 344,904 Thereafter 685,004 Total $ 1,676,256 |
Schedule of Amortization of Deferred Financing Costs | As of March 31, 2016 , the future amortization of deferred financing costs is as follows (in thousands): Year Amount 2016 $ 1,344 2017 1,640 2018 1,547 2019 1,442 2020 893 Thereafter 1,097 Total $ 7,963 |
Derivative Financial Instrume25
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2016 (in thousands): Notional Amount Index Rate Fair Value Instrument Maturity $ 100,000 LIBOR 0.86 % $ (76 ) Swap 6/15/2016 50,000 LIBOR 1.39 (860 ) Swap 7/17/2019 105,000 LIBOR 1.24 (1,270 ) Swap 7/17/2019 25,892 LIBOR + 1.45% 4.98 (2,529 ) Swap 5/1/2020 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 March 31, 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 March 31, 2016 December 31, 2015 Balance Sheet Location March 31, 2016 December 31, 2015 Interest rate swaps Receivables and other assets $ — $ 427 Derivative financial instruments $ 4,735 $ 2,370 |
Schedule of Derivatives Subject to Master Netting Arrangements | As of March 31, 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): March 31, 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 4,735 — 4,735 2,370 (427 ) 1,943 |
Stockholders' Equity and Part26
Stockholders' Equity and Partners' Capital (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of Restricted Common Stock Activity | The following is a summary of our restricted common stock activity during the three months ended March 31, 2016 and 2015 : March 31, 2016 March 31, 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 194,151 27.17 172,115 26.98 Vested (162,140 ) 22.65 (113,029 ) 21.99 Forfeited (3,244 ) 24.23 (8,000 ) 22.08 Ending Balance 516,617 $ 24.79 514,136 $ 22.60 |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 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 $ — $ 4,735 $ — $ 4,735 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 on this MOB. |
Per Share Data of HTA (Tables)
Per Share Data of HTA (Tables) | 3 Months Ended |
Mar. 31, 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 months ended March 31, 2016 and 2015 (in thousands, except per share data): Three Months Ended March 31, 2016 2015 Numerator: Net income $ 10,036 $ 6,942 Net income attributable to noncontrolling interests (176 ) (138 ) Net income attributable to common stockholders $ 9,860 $ 6,804 Denominator: Weighted average shares outstanding - basic 129,336 125,175 Dilutive shares 1,904 1,930 Weighted average shares outstanding - diluted 131,240 127,105 Earnings per common share - basic Net income attributable to common stockholders $ 0.08 $ 0.05 Earnings per common share - diluted Net income attributable to common stockholders $ 0.08 $ 0.05 |
Per Unit Data of HTALP (Tables)
Per Unit Data of HTALP (Tables) | 3 Months Ended |
Mar. 31, 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 months ended March 31, 2016 and 2015 (in thousands, except per unit data): Three Months Ended March 31, 2016 2015 Numerator: Net income $ 10,036 $ 6,942 Net income attributable to noncontrolling interests (31 ) (33 ) Net income attributable to common unitholders $ 10,005 $ 6,909 Denominator: Weighted average units outstanding - basic 131,242 126,330 Dilutive units — — Weighted average units outstanding - diluted 131,242 126,330 Earnings per common unit - basic: Net income attributable to common unitholders $ 0.08 $ 0.05 Earnings per common unit - diluted: Net income attributable to common unitholders $ 0.08 $ 0.05 |
Supplemental Cash Flow Inform30
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following is the supplemental cash flow information for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Interest paid $ 13,062 $ 13,238 Income taxes paid 88 99 Supplemental Disclosure of Noncash Activities: Investing Activities: Accrued capital expenditures $ 5,688 $ 1,464 Financing Activities: Dividend distributions declared, but not paid $ 38,784 $ 36,309 |
Organization and Description 31
Organization and Description of Business (Details) $ in Billions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General partnership interest percentage | 98.60% |
Purchased property inception to current date | $ 3.7 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Building Improvements | |||
Partners' Capital Notes [Abstract] | |||
Depreciation expense | $ 25.7 | $ 23.3 | |
Healthcare Trust of America Holdings, LP (HTALP) | |||
Partners' Capital Notes [Abstract] | |||
Limited partner's capital, units outstanding | 1,833,849 | 1,929,942 | |
Limited partner's capital, units issued | 1,833,849 | 1,929,942 | |
Healthcare Trust of America Holdings, LP (HTALP) | Noncontrolling Interest | |||
Partners' Capital Notes [Abstract] | |||
Limited partner's capital, units outstanding | 1,800,000 | 1,900,000 | |
Limited partner's capital, units issued | 1,800,000 | 1,900,000 |
Investments in Real Estate - Ac
Investments in Real Estate - Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Apr. 27, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
Investments [Abstract] | |||
Closing costs | $ 600 | ||
Business Acquisition [Line Items] | |||
Land | 17,315 | $ 748 | |
Building and improvements | 128,945 | 30,086 | |
Below market leasehold interests | 1,099 | 2,350 | |
Above market leases | 840 | 398 | |
In place leases | 15,919 | 2,181 | |
Below market leases | (5,382) | (463) | |
Above market leasehold interests | (50) | 0 | |
Net assets acquired | 158,686 | 35,300 | |
Other, net | 3,321 | 0 | |
Aggregate purchase price | $ 162,007 | $ 35,300 | |
Subsequent Event | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ 204,800 |
Investments in Real Estate - We
Investments in Real Estate - Weighted Average Lives (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Investments [Abstract] | ||
Acquired intangible assets | 10 years 6 months | 16 years 10 months 24 days |
Acquired intangible liabilities | 8 years 10 months 24 days | 9 years 10 months 24 days |
Intangible Assets and Liabili35
Intangible Assets and Liabilities - Summary of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Assets: | ||
Gross | $ 507,420 | $ 490,329 |
Accumulated amortization | (230,271) | (219,334) |
Total | $ 277,149 | $ 270,995 |
Weighted Average Remaining Amortization in Years | 16 years 6 months | 16 years 7 months 6 days |
Liabilities: | ||
Gross | $ 39,254 | $ 33,822 |
Accumulated amortization | (7,716) | (7,211) |
Total | $ 31,538 | $ 26,611 |
Weighted Average Remaining Amortization in Years | 33 years 2 months 12 days | 38 years |
Below market leases | ||
Liabilities: | ||
Gross | $ 27,622 | $ 22,240 |
Weighted Average Remaining Amortization in Years | 22 years 6 months | 27 years 2 months 12 days |
Above market leasehold interests | ||
Liabilities: | ||
Gross | $ 11,632 | $ 11,582 |
Weighted Average Remaining Amortization in Years | 53 years 7 months 6 days | 53 years 8 months 12 days |
In place leases | ||
Assets: | ||
Gross | $ 265,666 | $ 249,824 |
Weighted Average Remaining Amortization in Years | 10 years 6 months | 11 years |
Tenant relationships | ||
Assets: | ||
Gross | $ 180,845 | $ 180,925 |
Weighted Average Remaining Amortization in Years | 10 years 4 months 24 days | 10 years 4 months 24 days |
Above market leases | ||
Assets: | ||
Gross | $ 25,203 | $ 24,974 |
Weighted Average Remaining Amortization in Years | 6 years | 6 years |
Below market leasehold interests | ||
Assets: | ||
Gross | $ 35,706 | $ 34,606 |
Weighted Average Remaining Amortization in Years | 63 years 2 months 12 days | 63 years |
Intangible Assets and Liabili36
Intangible Assets and Liabilities - Summary of Intangible Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 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 | $ 337 | $ 475 |
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 | 96 | 105 |
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 | $ 10,767 | $ 11,956 |
Receivables and Other Assets -
Receivables and Other Assets - Schedule of Receivables and Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Receivables and Other Assets [Abstract] | ||
Tenant receivables, net | $ 7,902 | $ 5,820 |
Other receivables, net | 10,069 | 11,882 |
Deferred financing costs, net | 5,192 | 5,524 |
Deferred leasing costs, net | 18,402 | 17,923 |
Straight-line rent receivables, net | 67,907 | 65,543 |
Prepaid expenses, deposits, equipment and other, net | 33,540 | 34,584 |
Derivative financial instruments, asset | 0 | 427 |
Total | $ 143,012 | $ 141,703 |
Receivables and Other Assets 38
Receivables and Other Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Receivables and Other Assets [Abstract] | ||
Amortization expense related to deferred leasing costs | $ 1,052 | $ 986 |
Interest expense related to deferred financing costs | $ 331 | $ 327 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument | ||
Total debt, gross | $ 1,676,256 | $ 1,600,018 |
Deferred financing costs, net | (7,963) | (8,411) |
Discount, net | (973) | (911) |
Total | 1,667,320 | 1,590,696 |
Unsecured term loans | ||
Debt Instrument | ||
Total debt, gross | 455,000 | 455,000 |
Unsecured senior notes | ||
Debt Instrument | ||
Total debt, gross | 600,000 | 600,000 |
Mortgages | Fixed rate mortgages | ||
Debt Instrument | ||
Total debt, gross | 296,392 | 298,030 |
Mortgages | Variable rate mortgages | ||
Debt Instrument | ||
Total debt, gross | 28,864 | 28,988 |
Unsecured revolving credit facility | ||
Debt Instrument | ||
Line of credit facility, amount outstanding | $ 296,000 | $ 218,000 |
Debt - Textuals (Details)
Debt - Textuals (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2015 | Feb. 11, 2015 | Dec. 31, 2014 | |
Debt Instrument | ||||
Outstanding amount | $ 1,676,256,000 | $ 1,600,018,000 | ||
Unsecured term loans | ||||
Debt Instrument | ||||
Outstanding amount | $ 455,000,000 | 455,000,000 | ||
Unsecured term loans | $300.0 Million Unsecured Term Loan | ||||
Debt Instrument | ||||
Basis spread on variable rate | 1.15% | |||
Outstanding amount | $ 300,000,000 | |||
Unsecured credit agreement, extension option period | 1 year | |||
Weighted average interest rate with interest rate swap impact | 1.73% | |||
Unsecured term loans | $155.0 Million Unsecured Term Loan | ||||
Debt Instrument | ||||
Basis spread on variable rate | 1.70% | |||
Debt instrument, face amount | $ 155,000,000 | |||
Weighted average interest rate with interest rate swap impact | 2.99% | |||
Unsecured senior notes | ||||
Debt Instrument | ||||
Outstanding amount | $ 600,000,000 | $ 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 | 3.38% | |||
Debt instrument, percentage of principal amount received | 99.21% | |||
Debt instrument, effective interest rate | 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 | 3.70% | |||
Debt instrument, percentage of principal amount received | 99.19% | |||
Debt instrument, effective interest rate | 3.80% | |||
Mortgages | ||||
Debt Instrument | ||||
Weighted average interest rate with interest rate swap impact | 5.67% | |||
Effective percentage rate range, minimum | 1.89% | |||
Effective percentage rate range, maximum | 6.49% | |||
Weighted average interest rate | 5.39% | |||
Minimum | Unsecured term loans | $300.0 Million Unsecured Term Loan | ||||
Debt Instrument | ||||
Basis spread on variable rate | 0.90% | |||
Minimum | Unsecured term loans | $155.0 Million Unsecured Term Loan | ||||
Debt Instrument | ||||
Basis spread on variable rate | 1.55% | |||
Maximum | Unsecured term loans | $300.0 Million Unsecured Term Loan | ||||
Debt Instrument | ||||
Basis spread on variable rate | 1.80% | |||
Maximum | Unsecured term loans | $155.0 Million Unsecured Term Loan | ||||
Debt Instrument | ||||
Basis spread on variable rate | 2.40% | |||
Unsecured revolving credit facility | ||||
Debt Instrument | ||||
Line of credit facility, borrowing capacity | $ 850,000,000 | $ 800,000,000 | ||
Basis spread on variable rate | 1.05% | |||
Line of credit facility, commitment fee percentage | 0.20% | |||
Unsecured revolving credit facility | Minimum | ||||
Debt Instrument | ||||
Basis spread on variable rate | 0.875% | |||
Line of credit facility, commitment fee percentage | 0.125% | |||
Unsecured revolving credit facility | Maximum | ||||
Debt Instrument | ||||
Basis spread on variable rate | 1.55% | |||
Line of credit facility, commitment fee percentage | 0.30% |
Debt - Principal Maturity Sched
Debt - Principal Maturity Schedule (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,016 | $ 51,013 | |
2,017 | 116,626 | |
2,018 | 14,428 | |
2,019 | 464,281 | |
2,020 | 344,904 | |
Thereafter | 685,004 | |
Total | $ 1,676,256 | $ 1,600,018 |
Debt - Amortization of Deferred
Debt - Amortization of Deferred Financing Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,016 | $ 1,344 | |
2,017 | 1,640 | |
2,018 | 1,547 | |
2,019 | 1,442 | |
2,020 | 893 | |
Thereafter | 1,097 | |
Total | $ 7,963 | $ 8,411 |
Derivative Financial Instrume43
Derivative Financial Instruments - Table of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Derivative | ||
Fair Value, Liability | $ (4,735) | $ (2,370) |
Fair Value, Asset | 0 | 427 |
Interest rate swaps | 0.86% | ||
Derivative | ||
Notional Amount | $ 100,000 | $ 100,000 |
Index | LIBOR | LIBOR |
Rate | 0.86% | 0.86% |
Fair Value, Liability | $ (76) | $ (142) |
Interest rate swaps | 1.39% | ||
Derivative | ||
Notional Amount | $ 50,000 | $ 50,000 |
Index | LIBOR | LIBOR |
Rate | 1.39% | 1.39% |
Fair Value, Liability | $ (860) | $ (71) |
Interest rate swaps | 1.24% | ||
Derivative | ||
Notional Amount | $ 105,000 | $ 105,000 |
Index | LIBOR | LIBOR |
Rate | 1.24% | 1.24% |
Fair Value, Liability | $ (1,270) | |
Fair Value, Asset | $ 427 | |
Interest rate swaps | 4.98% | ||
Derivative | ||
Notional Amount | $ 25,892 | $ 26,092 |
Index | LIBOR + 1.45% | LIBOR + 1.45% |
Rate | 4.98% | 4.98% |
Fair Value, Liability | $ (2,529) | $ (2,157) |
Basis spread on variable rate | 1.45% | 1.45% |
Derivative Financial Instrume44
Derivative Financial Instruments - Derivative Instruments Fair Value Table (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value | ||
Derivative financial instruments, asset | $ 0 | $ 427 |
Derivative financial instruments, liability | 4,735 | 2,370 |
Not Designated as Hedging Instrument | Interest rate swaps | Receivables and other assets | ||
Derivatives, Fair Value | ||
Derivative financial instruments, asset | 0 | 427 |
Not Designated as Hedging Instrument | Interest rate swaps | Derivative financial instruments | ||
Derivatives, Fair Value | ||
Derivative financial instruments, liability | $ 4,735 | $ 2,370 |
Derivative Financial Instrume45
Derivative Financial Instruments - Derivative Offsetting (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Asset derivatives | ||
Gross Amounts | $ 0 | $ 427 |
Amounts Subject to Enforceable Master Netting Arrangements | 0 | (427) |
Net Amounts | 0 | 0 |
Liability derivatives | ||
Gross Amounts | 4,735 | 2,370 |
Amounts Subject to Enforceable Master Netting Arrangements | 0 | (427) |
Net Amounts | $ 4,735 | $ 1,943 |
Stockholders' Equity and Part46
Stockholders' Equity and Partners' Capital - Textuals (Details) | Apr. 25, 2016$ / shares | Apr. 27, 2016$ / sharesshares | Jan. 31, 2016USD ($) | Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015shares |
Common Stock Dividends | ||||||
Dividends declared (in usd per share) | $ / shares | $ 0.295 | $ 0.290 | ||||
LTIP Units | ||||||
Incentive Plan | ||||||
Number of forfeited units/shares | 225,000 | |||||
Restricted Common Stock | ||||||
Incentive Plan | ||||||
Number of forfeited units/shares | 3,244 | 8,000 | ||||
Nonvested awards, total compensation cost not yet recognized | $ | $ 6,700,000 | |||||
Period for recognition | 1 year 9 months 18 days | |||||
Restricted Common Stock | General and Administrative Expense | ||||||
Incentive Plan | ||||||
Compensation expense | $ | $ 1,800,000 | $ 1,900,000 | ||||
2006 Incentive Plan | ||||||
Incentive Plan | ||||||
Number of shares authorized | 5,000,000 | |||||
Number of shares available for grant | 2,123,422 | |||||
Subsequent Event | ||||||
Common Stock Offerings | ||||||
Number of shares issued | 5,980,000 | |||||
Share price (in usd per share) | $ / shares | $ 28.75 | |||||
Common Stock Dividends | ||||||
Dividends declared (in usd per share) | $ / shares | $ 0.295 | |||||
ATM | ||||||
Common Stock Offerings | ||||||
Number of shares issued | 3,418,571 | |||||
Sale of stock, average price per share (in usd per share) | $ / shares | $ 27.25 | |||||
Remaining amount of shares available for issuance | $ | $ 206,800,000 | |||||
ATM | Maximum | ||||||
Common Stock Offerings | ||||||
Maximum amount of common stock authorized | $ | $ 300,000,000 | |||||
Healthcare Trust of America Holdings, LP (HTALP) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Dividend distribution ratio | 1 | |||||
Common Stock Dividends | ||||||
Dividends declared (in usd per share) | $ / shares | $ 0.295 | $ 0.290 |
Stockholders' Equity and Part47
Stockholders' Equity and Partners' Capital - Restricted Common Stock Activity (Details) - Restricted Common Stock - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Restricted Common Stock | |||
Balance as of beginning of period (shares) | 487,850 | 463,050 | 463,050 |
Granted (shares) | 194,151 | 172,115 | |
Vested (shares) | (162,140) | (113,029) | |
Forfeited (shares) | (3,244) | (8,000) | |
Balance as of end of period (shares) | 516,617 | 514,136 | 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) | 27.17 | 26.98 | |
Vested (usd per share) | 22.65 | 21.99 | |
Forfeited (usd per share) | 24.23 | 22.08 | |
Balance as of end of period (usd per share) | $ 24.79 | $ 22.60 | $ 23.13 |
Fair Value of Financial Instr48
Fair Value of Financial Instruments - Assets and Liabilities at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Assets: | ||
Derivative financial instruments, asset | $ 0 | $ 427 |
Liabilities: | ||
Derivative financial instruments, liability | 4,735 | 2,370 |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Derivative financial instruments, asset | 0 | 427 |
Liabilities: | ||
Derivative financial instruments, liability | 4,735 | 2,370 |
Fair Value, Measurements, Recurring | Level 1 | ||
Assets: | ||
Derivative financial instruments, asset | 0 | 0 |
Liabilities: | ||
Derivative financial instruments, liability | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Assets: | ||
Derivative financial instruments, asset | 0 | 427 |
Liabilities: | ||
Derivative financial instruments, liability | 4,735 | 2,370 |
Fair Value, Measurements, Recurring | Level 3 | ||
Assets: | ||
Derivative financial instruments, asset | 0 | 0 |
Liabilities: | ||
Derivative financial instruments, liability | $ 0 | $ 0 |
Fair Value of Financial Instr49
Fair Value of Financial Instruments - Assets on Nonrecurring Basis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Mar. 31, 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 Instr50
Fair Value of Financial Instruments - Textuals (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | ||
Debt, fair value | $ 1,710,100 | $ 1,619,700 |
Debt, carrying value | $ 1,667,320 | $ 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 | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Numerator: | |||
Net income | $ 10,036 | $ 6,942 | |
Net income attributable to noncontrolling interests | [1] | (176) | (138) |
Net income attributable to common stockholders/unitholders | $ 9,860 | $ 6,804 | |
Denominator: | |||
Weighted average shares outstanding - basic | 129,336 | 125,175 | |
Weighted average number of shares/units outstanding — diluted | 131,240 | 127,105 | |
Earnings per common share - basic | |||
Net income attributable to common stockholders (in usd per share) | $ 0.08 | $ 0.05 | |
Earnings per common share - diluted | |||
Net income attributable to common stockholders (in usd per share) | $ 0.08 | $ 0.05 | |
HTA, Inc. | |||
Numerator: | |||
Net income | $ 10,036 | $ 6,942 | |
Net income attributable to noncontrolling interests | (176) | (138) | |
Net income attributable to common stockholders/unitholders | $ 9,860 | $ 6,804 | |
Denominator: | |||
Weighted average shares outstanding - basic | 129,336 | 125,175 | |
Dilutive shares | 1,904 | 1,930 | |
Weighted average number of shares/units outstanding — diluted | 131,240 | 127,105 | |
Earnings per common share - basic | |||
Net income attributable to common stockholders (in usd per share) | $ 0.08 | $ 0.05 | |
Earnings per common share - diluted | |||
Net income attributable to common stockholders (in usd per share) | $ 0.08 | $ 0.05 | |
[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 | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Numerator: | |||
Net income | $ 10,036 | $ 6,942 | |
Net income attributable to noncontrolling interests | [1] | (176) | (138) |
Net income attributable to common stockholders/unitholders | $ 9,860 | $ 6,804 | |
Denominator: | |||
Weighted average units outstanding - basic | 129,336 | 125,175 | |
Weighted average number of shares/units outstanding — diluted | 131,240 | 127,105 | |
Earnings per common unit - basic: | |||
Net income attributable to common unitholders (in usd per share) | $ 0.08 | $ 0.05 | |
Earnings per common unit - diluted: | |||
Net income attributable to common unitholders (in usd per share) | $ 0.08 | $ 0.05 | |
Healthcare Trust of America Holdings, LP (HTALP) | |||
Numerator: | |||
Net income | $ 10,036 | $ 6,942 | |
Net income attributable to noncontrolling interests | (31) | (33) | |
Net income attributable to common stockholders/unitholders | $ 10,005 | $ 6,909 | |
Denominator: | |||
Weighted average units outstanding - basic | 131,242 | 126,330 | |
Dilutive units | 0 | 0 | |
Weighted average number of shares/units outstanding — diluted | 131,242 | 126,330 | |
Earnings per common unit - basic: | |||
Net income attributable to common unitholders (in usd per share) | $ 0.08 | $ 0.05 | |
Earnings per common unit - diluted: | |||
Net income attributable to common unitholders (in usd per share) | $ 0.08 | $ 0.05 | |
[1] | Includes amounts attributable to redeemable noncontrolling interests. |
Supplemental Cash Flow Inform53
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid | $ 13,062 | $ 13,238 |
Income taxes paid | 88 | 99 |
Investing Activities: | ||
Accrued capital expenditures | 5,688 | 1,464 |
Financing Activities: | ||
Dividend distributions declared, but not paid | $ 38,784 | $ 36,309 |