UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~_________________________~~________________________

FORM 10-Q



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

For the quarterly period ended ~~September 30, 2017~~March 31, 2021



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

For the transition period from to

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

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

_________________________

HEALTHCARE TRUST OF AMERICA, INC.

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

(Exact name of registrant as specified in its charter)

Maryland

(Healthcare Trust of America, Inc.)

20-4738467

Delaware

(Healthcare Trust of America Holdings, LP)

20-4738347

(State or other jurisdiction of incorporation or organization)

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

16435 N. Scottsdale Road, Suite 320,

Scottsdale,

Arizona

85254

(480)

998-3478

(Address of Principal Executive Office and Zip Code)

(Registrant’s telephone number, including area code)


~~Maryland (Healthcare Trust of America, Inc.)~~		~~20-4738467~~www.htareit.com
~~Delaware (Healthcare Trust of America Holdings, LP)~~		~~20-4738347~~
(~~State or other jurisdiction of~~ ~~incorporation or organization)~~	~~(I.R.S. Employer~~ ~~Identification No.)~~ Internet address)

~~16435 N. Scottsdale Road, Suite 320~~

~~Scottsdale, Arizona 85254~~

~~(Address of principal executive offices)~~

~~(480) 998-3478~~

~~(Registrant’s telephone number, including area code)~~

N/A

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

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

HTA

New York Stock Exchange

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

Healthcare Trust of America, Inc.

x ~~Yes~~☒

Yes

¨ No

Healthcare Trust of America Holdings, LP

x ~~Yes~~☒

Yes

¨ No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Healthcare Trust of America, Inc.

x ~~Yes~~☒

Yes

¨ No

Healthcare Trust of America Holdings, LP

x ~~Yes~~☒

Yes

¨ No

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

Healthcare Trust of America, Inc.

~~Large-accelerated filer~~ x☒

Large accelerated filer

☐

Accelerated filer¨

☐

Non-accelerated filer¨

~~Smaller reporting company~~ ¨

~~Emerging growth company~~ ¨

~~(Do not check if a smaller reporting company)~~

Healthcare Trust of America Holdings, LP

☐

Large accelerated filer

☐

Accelerated filer

~~Large-accelerated filer~~ ¨☒

~~Accelerated filer~~ ¨

Non-accelerated filerx

Healthcare Trust of America, Inc.

☐

Smaller reporting company¨

☐

Emerging growth company¨

Healthcare Trust of America Holdings, LP

☐

Smaller reporting company

~~(Do not check if a smaller reporting company)~~☐

Emerging growth company

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



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

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

Healthcare Trust of America, Inc.

☐

Yes

¨ ~~Yes~~

x No

Healthcare Trust of America Holdings, LP

☐

Yes

¨ ~~Yes~~

x No

As of ~~October 23, 2017,~~May 3, 2021, there were ~~204,886,019~~218,826,453 shares of Class A common stock of Healthcare Trust of America, Inc. outstanding.

Explanatory Note

This ~~Quarterly Report~~quarterly report combines the Quarterly Reports on Form 10-Q (“Quarterly Report”) for the quarter ended ~~September 30, 2017~~March 31, 2021, of Healthcare Trust of America, Inc. (“HTA”), a Maryland corporation, and Healthcare Trust of America Holdings, LP (“HTALP”), a Delaware limited partnership. Unless otherwise indicated or unless the context requires otherwise, all references in this Quarterly Report to “we,” “us,” “our,” “the Company” or “our Company” refer to HTA and HTALP, collectively, and all references to “common stock” shall refer to the Class A common stock of HTA.

HTA operates as a real estate investment trust (“REIT”) and is the general partner of HTALP. As of ~~September 30, 2017,~~March 31, 2021, HTA owned a ~~98.0%~~98.4% partnership interest in HTALP, and other limited partners, including some of HTA’s directors, executive officers and their affiliates, owned the remaining partnership interest (including the long-term incentive plan (“LTIP” Units)) in HTALP. As the sole general partner of HTALP, HTA has the full, exclusive and complete responsibility for HTALP’s day-to-day management and control, including its compliance with the Securities and Exchange Commission (“SEC”) filing requirements.

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

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

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

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

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

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

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

•the condensed consolidated financial statements;

•certain accompanying notes to the condensed consolidated financial statements, including Note 78 - Debt,, Note 1011 - Stockholders’ Equity and Partners’ Capital,, Note 1213 - Per Share Data of HTA, and Note 1314 - Per Unit Data of HTALP;

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

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

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

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

HEALTHCARE TRUST OF AMERICA, INC. AND

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

TABLE OF CONTENTS



		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
Healthcare Trust of America, Inc.
	Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~Mar ch 3 1 , 202 1 and December 31, ~~2016~~20 20	4
	Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 3 1 , 202 1 and ~~2016~~20 20	5
	Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 3 1 , 202 1 and ~~2016~~20 20	6
	Condensed Consolidated Statements of Equity for the ~~Nine~~ Three Months Ended ~~September 30, 2017~~March 3 1 , 202 1 and ~~2016~~20 20	7
	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~ Three Months Ended ~~September 30, 2017~~March 3 1 , 202 1 and ~~2016~~20 20	8
Healthcare Trust of America Holdings, LP
	Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 3 1 , 202 1 and December 31, ~~2016~~20 20	9
	Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 3 1 , 202 1 and ~~2016~~20 20	10
	Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 3 1 , 202 1 and ~~2016~~20 20	11
	Condensed Consolidated Statements of Changes in Partners’ Capital for the ~~Nine~~ Three Months Ended ~~September 30, 2017~~March 3 1 , 202 1 and ~~2016~~201 20	12
	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 3 1 , 202 1 and ~~2016~~20 20	13
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
	Notes to Unaudited Condensed Consolidated Financial Statements	14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3029
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4440
Item 4.	Controls and Procedures	4540

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	4641
Item 1A.	Risk Factors	4641
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4641
Item 6.	Exhibits	4641

Signatures			4744

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)


	September 30, 2017			December 31, 2016				March 31, 2021		December 31, 2020
ASSETS							ASSETS
Real estate investments:							Real estate investments:
Land	$	480,850		$	386,526		Land	$	596,084	$	596,269
Building and improvements	5,788,837			3,466,516			Building and improvements	6,500,503		6,507,816
Lease intangibles	648,591			467,571			Lease intangibles	617,774		628,621
Construction in progress	59,573			—			Construction in progress	95,341		80,178
	6,977,851			4,320,613				7,809,702		7,812,884
Accumulated depreciation and amortization	(973,566		)	(817,593		)	Accumulated depreciation and amortization	(1,738,056)		(1,702,719)
Real estate investments, net	6,004,285			3,503,020			Real estate investments, net	6,071,646		6,110,165
Assets held for sale, net							Assets held for sale, net	36,098		0
Investment in unconsolidated joint venture	68,303			—			Investment in unconsolidated joint venture	63,972		64,360
Cash and cash equivalents	9,410			11,231			Cash and cash equivalents	29,990		115,407
Restricted cash and escrow deposits	17,469			13,814
Restricted cash							Restricted cash	3,096		3,358
Receivables and other assets, net	206,030			173,461			Receivables and other assets, net	251,558		251,728
Right-of-use assets - operating leases, net							Right-of-use assets - operating leases, net	230,708		235,223
Other intangibles, net	108,025			46,318			Other intangibles, net	9,523		10,451
Total assets	$	6,413,522		$	3,747,844		Total assets	$	6,696,591	$	6,790,692
LIABILITIES AND EQUITY							LIABILITIES AND EQUITY
Liabilities:							Liabilities:
Debt	$	2,856,758		$	1,768,905		Debt	$	3,027,732	$	3,026,999
Accounts payable and accrued liabilities	159,070			105,034			Accounts payable and accrued liabilities	159,226		200,358
Liabilities of assets held for sale							Liabilities of assets held for sale	3,375		0
Derivative financial instruments - interest rate swaps	1,441			1,920			Derivative financial instruments - interest rate swaps	12,222		14,957
Security deposits, prepaid rent and other liabilities	61,402			49,859			Security deposits, prepaid rent and other liabilities	78,433		82,553
Lease liabilities - operating leases							Lease liabilities - operating leases	195,338		198,367
Intangible liabilities, net	69,852			37,056			Intangible liabilities, net	31,278		32,539
Total liabilities	3,148,523			1,962,774			Total liabilities	3,507,604		3,555,773
Commitments and contingencies							Commitments and contingencies	0		0
Redeemable noncontrolling interests	4,692			4,653

Equity:							Equity:
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding	—			—
Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 200,686,673 and 141,719,134 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively	2,007			1,417
Preferred stock, $0.01 par value; 200,000,000 shares authorized; NaN issued and outstanding							Preferred stock, $0.01 par value; 200,000,000 shares authorized; NaN issued and outstanding	0		0
Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 218,823,963 and 218,578,012 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively							Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 218,823,963 and 218,578,012 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	2,188		2,186
Additional paid-in capital	4,386,224			2,754,818			Additional paid-in capital	4,917,126		4,916,784
Accumulated other comprehensive loss	(615		)	—			Accumulated other comprehensive loss	(14,231)		(16,979)
Cumulative dividends in excess of earnings	(1,212,051		)	(1,068,961		)	Cumulative dividends in excess of earnings	(1,775,745)		(1,727,752)
Total stockholders’ equity	3,175,565			1,687,274			Total stockholders’ equity	3,129,338		3,174,239
Noncontrolling interests	84,742			93,143			Noncontrolling interests	59,649		60,680
Total equity	3,260,307			1,780,417			Total equity	3,188,987		3,234,919
Total liabilities and equity	$	6,413,522		$	3,747,844		Total liabilities and equity	$	6,696,591	$	6,790,692

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

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for per share data)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
	2017			2016			2017			2016				2021		2020
Revenues:													Revenues:
Rental income	$	175,431		$	118,252		$	438,949		$	338,646		Rental income	$	191,350	$	185,531
Interest and other operating income	563			88			1,271			243			Interest and other operating income	143		245
Total revenues	175,994			118,340			440,220			338,889			Total revenues	191,493		185,776
Expenses:													Expenses:
Rental	56,331			36,885			138,874			105,299			Rental	59,579		56,862
General and administrative	8,283			7,293			25,178			20,879			General and administrative	10,560		11,518
Transaction	261			1,122			5,618			4,997			Transaction	96		140
Depreciation and amortization	70,491			47,864			172,900			130,430			Depreciation and amortization	76,274		77,665
Impairment	—			—			5,093			—
Interest expense													Interest expense	22,986		23,872

Total expenses	135,366			93,164			347,663			261,605			Total expenses	169,495		170,057
Income before other income (expense)	40,628			25,176			92,557			77,284
Interest expense:
Interest related to derivative financial instruments	(264		)	(552		)	(827		)	(1,856		)
Gain (loss) on change in fair value of derivative financial instruments, net	—			1,306			884			(2,144		)
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments	(264		)	754			57			(4,000		)
Interest related to debt	(25,924		)	(16,386		)	(59,688		)	(44,503		)
Gain on sale of real estate, net	—			—			3			4,212			Gain on sale of real estate, net	0		1,991
Loss on extinguishment of debt, net	(774		)	(3,000		)	(11,192		)	(3,022		)

Income from unconsolidated joint venture	318			—			381			—			Income from unconsolidated joint venture	392		422
Other (expense) income	(27		)	95			(13		)	220
Other income													Other income	3		76
Net income	$	13,957		$	6,639		$	22,105		$	30,191		Net income	$	22,393	$	18,208
Net income attributable to noncontrolling interests ⁽¹⁾	(194		)	(212		)	(715		)	(830		)
Net income attributable to noncontrolling interests													Net income attributable to noncontrolling interests	(363)		(307)
Net income attributable to common stockholders	$	13,763		$	6,427		$	21,390		$	29,361		Net income attributable to common stockholders	$	22,030	$	17,901
Earnings per common share - basic:													Earnings per common share - basic:
Net income attributable to common stockholders	$	0.07		$	0.05		$	0.12		$	0.22		Net income attributable to common stockholders	$	0.10	$	0.08
Earnings per common share - diluted:													Earnings per common share - diluted:
Net income attributable to common stockholders	$	0.07		$	0.04		$	0.12		$	0.21		Net income attributable to common stockholders	$	0.10	$	0.08
Weighted average common shares outstanding:													Weighted average common shares outstanding:
Basic	200,674			138,807			173,189			134,905			Basic	218,753		216,692
Diluted	204,795			143,138			177,410			138,314			Diluted	222,268		220,623
Dividends declared per common share	$	0.305		$	0.300		$	0.905		$	0.890

(1) Includes amounts attributable to redeemable noncontrolling interests.

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

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016

Net income $ 13,957
$ 6,639
$ 22,105
$ 30,191

Other comprehensive gain (loss)
Change in unrealized gains (losses) on cash flow hedges 205
—
(631 ) —
Total other comprehensive gain (loss) 205
—
(631 ) —

Total comprehensive income 14,162
6,639
21,474
30,191
Comprehensive income attributable to noncontrolling interests (170 ) (211 ) (619 ) (802 )
Total comprehensive income attributable to common stockholders $ 13,992
$ 6,428
$ 20,855
$ 29,389


	Three Months Ended March 31,
	2021		2020

Net income	$	22,393	$	18,208

Other comprehensive income (loss)
Change in unrealized gains (losses) on cash flow hedges	2,792		(22,498)
Total other comprehensive income (loss)	2,792		(22,498)

Total comprehensive income (loss)	25,185		(4,290)
Comprehensive (income) loss attributable to noncontrolling interests	(407)		53
Total comprehensive income (loss) attributable to common stockholders	$	24,778	$	(4,237)

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

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)


	Class A Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Cumulative Dividends in Excess of Earnings		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance as of December 31, 2019	216,453	$	2,165	$	4,854,042	$	4,546	$	(1,502,744)	$	3,358,009	$	72,635	$	3,430,644
Issuance of common stock, net	1,675	17		50,003		—		—		50,020		—		50,020
Share-based award transactions, net	236	2		3,201		—		—		3,203		—		3,203
Repurchase and cancellation of common stock	(154)	(2)		(4,622)		—		—		(4,624)		—		(4,624)
Redemption of noncontrolling interest and other	273	3		6,773		—		—		6,776		(6,776)		0
Dividends declared ($0.315 per common share)	—	—		—		—		(68,867)		(68,867)		(1,134)		(70,001)
Net income	—	—		—		—		17,901		17,901		307		18,208
Other comprehensive loss	—	—		—		(22,138)		—		(22,138)		(360)		(22,498)
Balance as of March 31, 2020	218,483	$	2,185	$	4,909,397	$	(17,592)	$	(1,553,710)	$	3,340,280	$	64,672	$	3,404,952

Class A Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Cumulative Dividends in Excess of Earnings Total Stockholders’ Equity Noncontrolling Interests Total Equity
Shares Amount
Balance as of December 31, 2015 127,027
$ 1,270
$ 2,328,806
$ —
$ (950,652 ) $ 1,379,424
$ 27,534
$ 1,406,958
Issuance of common stock, net 14,138
141
417,022
—
—
417,163
—
417,163
Issuance of operating partnership units in connection with an acquisition —
—
—
—
—
—
71,754
71,754
Share-based award transactions, net 393
4
5,132
—
—
5,136
—
5,136
Repurchase and cancellation of common stock (87 ) (1 ) (2,424 ) —
—
(2,425 ) —
(2,425 )
Redemption of noncontrolling interest and other 257
3
5,030
—
—
5,033
(5,709 ) (676 )
Dividends declared —
—
—
—
(121,686 ) (121,686 ) (3,134 ) (124,820 )
Net income —
—
—
—
29,361
29,361
802
30,163
Balance as of September 30, 2016 141,728
$ 1,417
$ 2,753,566
$ —
$ (1,042,977 ) $ 1,712,006
$ 91,247
$ 1,803,253

Balance as of December 31, 2016 141,719
$ 1,417
$ 2,754,818
$ —
$ (1,068,961 ) $ 1,687,274
$ 93,143
$ 1,780,417
Issuance of common stock, net 58,623
586
1,623,636
—
—
1,624,222
—
1,624,222
Issuance of operating partnership units in connection with an acquisition —
—
—
—
—
—
610
610
Share-based award transactions, net 234
3
5,490
—
—
5,493
—
5,493
Repurchase and cancellation of common stock (116 ) (1 ) (3,412 ) —
—
(3,413 ) —
(3,413 )
Redemption of noncontrolling interest and other 227
2
5,692
—
—
5,694
(5,694 ) —
Dividends declared —
—
—
—
(164,480 ) (164,480 ) (3,936 ) (168,416 )
Net income —
—
—
—
21,390
21,390
635
22,025
Other comprehensive loss —
—
—
(615 ) —
(615 ) (16 ) (631 )
Balance as of September 30, 2017 200,687
$ 2,007
$ 4,386,224
$ (615 ) $ (1,212,051 ) $ 3,175,565
$ 84,742
$ 3,260,307


	Class A Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Cumulative Dividends in Excess of Earnings		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance as of December 31, 2020	218,578	$	2,186	$	4,916,784	$	(16,979)	$	(1,727,752)	$	3,174,239	$	60,680	$	3,234,919

Share-based award transactions, net	354	3		3,334		—		—		3,337		—		3,337
Repurchase and cancellation of common stock	(119)	(1)		(3,247)		—		—		(3,248)		—		(3,248)
Redemption of noncontrolling interest and other	11	—		255		—		—		255		(255)		0
Dividends declared ($0.320 per common share)	—	—		—		—		(70,023)		(70,023)		(1,183)		(71,206)
Net income	—	—		—		—		22,030		22,030		363		22,393
Other comprehensive income	—	—		—		2,748		—		2,748		44		2,792
Balance as of March 31, 2021	218,824	$	2,188	$	4,917,126	$	(14,231)	$	(1,775,745)	$	3,129,338	$	59,649	$	3,188,987

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

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HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,							Three Months Ended March 31,
	2017			2016				2021		2020
Cash flows from operating activities:							Cash flows from operating activities:
Net income	$	22,105		$	30,191		Net income	$	22,393	$	18,208
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other	169,057			128,728
Depreciation and amortization							Depreciation and amortization	71,671		72,949
Share-based compensation expense	5,493			5,136			Share-based compensation expense	3,337		3,203
Bad debt expense	635			508
Impairment	5,093			—

Income from unconsolidated joint venture	(381		)	—			Income from unconsolidated joint venture	(392)		(422)
Distributions from unconsolidated joint venture							Distributions from unconsolidated joint venture	785		885
Gain on sale of real estate, net	(3		)	(4,212		)	Gain on sale of real estate, net	0		(1,991)
Loss on extinguishment of debt, net	11,192			3,022
Change in fair value of derivative financial instruments	(884		)	2,144

Changes in operating assets and liabilities:							Changes in operating assets and liabilities:
Receivables and other assets, net	(20,489		)	(14,051		)	Receivables and other assets, net	2,275		1,196
Accounts payable and accrued liabilities	29,566			3,598			Accounts payable and accrued liabilities	(27,613)		(19,662)
Prepaid rent and other liabilities	7,158			(6,807		)
Security deposits, prepaid rent and other liabilities							Security deposits, prepaid rent and other liabilities	(7,103)		1,055
Net cash provided by operating activities	228,542			148,257			Net cash provided by operating activities	65,353		75,421
Cash flows from investing activities:							Cash flows from investing activities:
Investments in real estate	(2,357,570		)	(532,527		)	Investments in real estate	(30,472)		(41,338)
Investment in unconsolidated joint venture	(68,839		)	—
Development of real estate	(19,163		)	—			Development of real estate	(17,096)		(12,103)
Proceeds from the sale of real estate	4,746			23,368			Proceeds from the sale of real estate	0		6,420
Capital expenditures	(42,990		)	(34,064		)	Capital expenditures	(28,931)		(23,793)
Restricted cash, escrow deposits and other assets	(3,655		)	2,143
Collection of real estate notes receivable							Collection of real estate notes receivable	200		191
Advances on real estate notes receivable							Advances on real estate notes receivable	0		(6,000)
Net cash used in investing activities	(2,487,471		)	(541,080		)	Net cash used in investing activities	(76,299)		(76,623)
Cash flows from financing activities:							Cash flows from financing activities:
Borrowings on unsecured revolving credit facility	515,000			513,000			Borrowings on unsecured revolving credit facility	15,000		720,000
Payments on unsecured revolving credit facility	(528,000		)	(704,000		)	Payments on unsecured revolving credit facility	(15,000)		(415,000)
Proceeds from unsecured senior notes	900,000			347,725
Borrowings on unsecured term loans	—			200,000
Payments on unsecured term loans	—			(155,000		)

Payments on secured mortgage loans	(75,444		)	(98,453		)	Payments on secured mortgage loans	0		(95,602)
Deferred financing costs	(16,902		)	(3,039		)
Debt extinguishment costs	(10,391		)	—
Security deposits	1,932			862

Proceeds from issuance of common stock	1,624,222			418,891			Proceeds from issuance of common stock	0		50,020

Repurchase and cancellation of common stock	(3,413		)	(2,425		)	Repurchase and cancellation of common stock	(3,248)		(4,624)
Dividends paid	(145,877		)	(116,655		)	Dividends paid	(70,000)		(68,227)
Distributions paid to noncontrolling interest of limited partners	(4,019		)	(2,724		)	Distributions paid to noncontrolling interest of limited partners	(1,485)		(1,509)
Redemption of redeemable noncontrolling interest	—			(491		)
Net cash provided by financing activities	2,257,108			397,691
Net change in cash and cash equivalents	(1,821		)	4,868
Cash and cash equivalents - beginning of period	11,231			13,070
Cash and cash equivalents - end of period	$	9,410		$	17,938
Net cash (used in) provided by financing activities							Net cash (used in) provided by financing activities	(74,733)		185,058
Net change in cash, cash equivalents and restricted cash							Net change in cash, cash equivalents and restricted cash	(85,679)		183,856
Cash, cash equivalents and restricted cash - beginning of period							Cash, cash equivalents and restricted cash - beginning of period	118,765		37,616
Cash, cash equivalents and restricted cash - end of period							Cash, cash equivalents and restricted cash - end of period	$	33,086	$	221,472

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

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data)

(Unaudited)


	September 30, 2017			December 31, 2016				March 31, 2021		December 31, 2020
ASSETS							ASSETS
Real estate investments:							Real estate investments:
Land	$	480,850		$	386,526		Land	$	596,084	$	596,269
Building and improvements	5,788,837			3,466,516			Building and improvements	6,500,503		6,507,816
Lease intangibles	648,591			467,571			Lease intangibles	617,774		628,621
Construction in progress	59,573			—			Construction in progress	95,341		80,178
	6,977,851			4,320,613				7,809,702		7,812,884
Accumulated depreciation and amortization	(973,566		)	(817,593		)	Accumulated depreciation and amortization	(1,738,056)		(1,702,719)
Real estate investments, net	6,004,285			3,503,020			Real estate investments, net	6,071,646		6,110,165
Assets held for sale, net							Assets held for sale, net	36,098		0
Investment in unconsolidated joint venture	68,303			—			Investment in unconsolidated joint venture	63,972		64,360
Cash and cash equivalents	9,410			11,231			Cash and cash equivalents	29,990		115,407
Restricted cash and escrow deposits	17,469			13,814
Restricted cash							Restricted cash	3,096		3,358
Receivables and other assets, net	206,030			173,461			Receivables and other assets, net	251,558		251,728
Right-of-use assets - operating leases, net							Right-of-use assets - operating leases, net	230,708		235,223
Other intangibles, net	108,025			46,318			Other intangibles, net	9,523		10,451
Total assets	$	6,413,522		$	3,747,844		Total assets	$	6,696,591	$	6,790,692
LIABILITIES AND PARTNERS’ CAPITAL							LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:							Liabilities:
Debt	$	2,856,758		$	1,768,905		Debt	$	3,027,732	$	3,026,999
Accounts payable and accrued liabilities	159,070			105,034			Accounts payable and accrued liabilities	159,226		200,358
Liabilities of assets held for sale							Liabilities of assets held for sale	3,375		0
Derivative financial instruments - interest rate swaps	1,441			1,920			Derivative financial instruments - interest rate swaps	12,222		14,957
Security deposits, prepaid rent and other liabilities	61,402			49,859			Security deposits, prepaid rent and other liabilities	78,433		82,553
Lease liabilities - operating leases							Lease liabilities - operating leases	195,338		198,367
Intangible liabilities, net	69,852			37,056			Intangible liabilities, net	31,278		32,539
Total liabilities	3,148,523			1,962,774			Total liabilities	3,507,604		3,555,773
Commitments and contingencies							Commitments and contingencies	0		0
Redeemable noncontrolling interests	4,692			4,653

Partners’ Capital:							Partners’ Capital:
Limited partners’ capital, 4,116,546 and 4,323,095 units issued and outstanding as of September 30, 2017 and December 31, 2016, respectively	84,472			92,873
General partners’ capital, 200,686,673 and 141,719,134 units issued and outstanding as of September 30, 2017 and December 31, 2016, respectively	3,175,835			1,687,544
Limited partners’ capital, 3,508,545 and 3,519,545 OP Units issued and outstanding as of March 31, 2021 and December 31, 2020, respectively							Limited partners’ capital, 3,508,545 and 3,519,545 OP Units issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	59,379		60,410
General partners’ capital, 218,823,963 and 218,578,012 OP Units issued and outstanding as of March 31, 2021 and December 31, 2020, respectively							General partners’ capital, 218,823,963 and 218,578,012 OP Units issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	3,129,608		3,174,509
Total partners’ capital	3,260,307			1,780,417			Total partners’ capital	3,188,987		3,234,919
Total liabilities and partners’ capital	$	6,413,522		$	3,747,844		Total liabilities and partners’ capital	$	6,696,591	$	6,790,692

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

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit data)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
	2017			2016			2017			2016				2021		2020
Revenues:													Revenues:
Rental income	$	175,431		$	118,252		$	438,949		$	338,646		Rental income	$	191,350	$	185,531
Interest and other operating income	563			88			1,271			243			Interest and other operating income	143		245
Total revenues	175,994			118,340			440,220			338,889			Total revenues	191,493		185,776
Expenses:													Expenses:
Rental	56,331			36,885			138,874			105,299			Rental	59,579		56,862
General and administrative	8,283			7,293			25,178			20,879			General and administrative	10,560		11,518
Transaction	261			1,122			5,618			4,997			Transaction	96		140
Depreciation and amortization	70,491			47,864			172,900			130,430			Depreciation and amortization	76,274		77,665
Impairment	—			—			5,093			—
Interest expense													Interest expense	22,986		23,872

Total expenses	135,366			93,164			347,663			261,605			Total expenses	169,495		170,057
Income before other income (expense)	40,628			25,176			92,557			77,284
Interest expense:
Interest related to derivative financial instruments	(264		)	(552		)	(827		)	(1,856		)
Gain (loss) on change in fair value of derivative financial instruments, net	—			1,306			884			(2,144		)
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments	(264		)	754			57			(4,000		)
Interest related to debt	(25,924		)	(16,386		)	(59,688		)	(44,503		)
Gain on sale of real estate, net	—			—			3			4,212			Gain on sale of real estate, net	0		1,991
Loss on extinguishment of debt, net	(774		)	(3,000		)	(11,192		)	(3,022		)

Income from unconsolidated joint venture	318			—			381			—			Income from unconsolidated joint venture	392		422
Other (expense) income	(27		)	95			(13		)	220
Other income													Other income	3		76
Net income	$	13,957		$	6,639		$	22,105		$	30,191		Net income	$	22,393	$	18,208
Net income attributable to noncontrolling interests	(28		)	(1		)	(80		)	(28		)	Net income attributable to noncontrolling interests	0		0
Net income attributable to common unitholders	$	13,929		$	6,638		$	22,025		$	30,163		Net income attributable to common unitholders	$	22,393	$	18,208
Earnings per common unit - basic:
Earnings per common OP Unit - basic:													Earnings per common OP Unit - basic:
Net income attributable to common unitholders	$	0.07		$	0.05		$	0.12		$	0.22		Net income attributable to common unitholders	$	0.10	$	0.08
Earnings per common unit - diluted:
Earnings per common OP Unit - diluted:													Earnings per common OP Unit - diluted:
Net income attributable to common unitholders	$	0.07		$	0.05		$	0.12		$	0.22		Net income attributable to common unitholders	$	0.10	$	0.08
Weighted average common units outstanding:
Weighted average common OP Units outstanding:													Weighted average common OP Units outstanding:
Basic	204,795			143,137			177,410			138,314			Basic	222,268		220,368
Diluted	204,795			143,137			177,410			138,314			Diluted	222,268		220,623
Dividends declared per common unit	$	0.305		$	0.300		$	0.905		$	0.890

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

Table of Contents

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016

Net income $ 13,957
$ 6,639
$ 22,105
$ 30,191

Other comprehensive gain (loss)
Change in unrealized gains (losses) on cash flow hedges 205
—
(631 ) —
Total other comprehensive gain (loss) 205
—
(631 ) —

Total comprehensive income 14,162
6,639
21,474
30,191
Comprehensive income attributable to noncontrolling interests (28 ) (1 ) (80 ) (28 )
Total comprehensive income attributable to common unitholders $ 14,134
$ 6,638
$ 21,394
$ 30,163


	Three Months Ended March 31,
	2021		2020

Net income	$	22,393	$	18,208

Other comprehensive income (loss)
Change in unrealized gains (losses) on cash flow hedges	2,792		(22,498)
Total other comprehensive income (loss)	2,792		(22,498)

Total comprehensive (loss) income	25,185		(4,290)
Comprehensive income attributable to noncontrolling interests	0		0
Total comprehensive (loss) income attributable to common unitholders	$	25,185	$	(4,290)

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

Table of Contents

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

(In thousands)

(Unaudited)


	General Partners’ Capital			Limited Partners’ Capital			Total Partners’ Capital
	Units	Amount		Units	Amount
Balance as of December 31, 2019	216,453	$	3,358,279	3,834	$	72,365	$	3,430,644
Issuance of general partner OP Units	1,675	50,020		—	—		50,020
Share-based award transactions, net	236	3,203		—	—		3,203
Redemption and cancellation of general partner OP Units	(154)	(4,624)		—	—		(4,624)
Redemption of limited partner OP Units and other	273	6,776		(273)	(6,776)		0
Distributions declared ($0.315 per common OP Unit)	—	(68,867)		—	(1,134)		(70,001)
Net income	—	17,901		—	307		18,208
Other comprehensive loss	—	(22,138)		—	(360)		(22,498)
Balance as of March 31, 2020	218,483	$	3,340,550	3,561	$	64,402	$	3,404,952

General Partners’ Capital Limited Partners’ Capital Total Partners’ Capital
Units Amount Units Amount
Balance as of December 31, 2015 127,027
$ 1,379,694
1,930
$ 27,264
$ 1,406,958
Issuance of general partner units, net 14,138
417,163
—
—
417,163
Issuance of limited partner units in connection with an acquisition —
—
2,650
71,754
71,754
Share-based award transactions, net 393
5,136
—
—
5,136
Redemption and cancellation of general partner units (87 ) (2,425 ) —
—
(2,425 )
Redemption of limited partner units and other 257
5,033
(257 ) (5,709 ) (676 )
Distributions declared —
(121,686 ) —
(3,134 ) (124,820 )
Net income —
29,361
—
802
30,163
Balance as of September 30, 2016 141,728
$ 1,712,276
4,323
$ 90,977
$ 1,803,253

Balance as of December 31, 2016 141,719
$ 1,687,544
4,323
$ 92,873
$ 1,780,417
Issuance of general partner units, net 58,623
1,624,222
—
—
1,624,222
Issuance of limited partner units in connection with an acquisition —
—
21
610
610
Share-based award transactions, net 234
5,493
—
—
5,493
Redemption and cancellation of general partner units (116 ) (3,413 ) —
—
(3,413 )
Redemption of limited partner units and other 227
5,694
(227 ) (5,694 ) —
Distributions declared —
(164,480 ) —
(3,936 ) (168,416 )
Net income —
21,390
—
635
22,025
Other comprehensive loss —
(615 ) —
(16 ) (631 )
Balance as of September 30, 2017 200,687
$ 3,175,835
4,117
$ 84,472
$ 3,260,307


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

Share-based award transactions, net	354	3,337		—	—		3,337
Redemption and cancellation of general partner OP Units	(119)	(3,248)		—	—		(3,248)
Redemption of limited partner OP Units and other	11	255		(11)	(255)		0
Distributions declared ($0.320 per common OP Unit)	—	(70,023)		—	(1,183)		(71,206)
Net income	—	22,030		—	363		22,393
Other comprehensive income	—	2,748		—	44		2,792
Balance as of March 31, 2021	218,824	$	3,129,608	3,509	$	59,379	$	3,188,987

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

Table of Contents

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,							Three Months Ended March 31,
	2017			2016				2021		2020
Cash flows from operating activities:							Cash flows from operating activities:
Net income	$	22,105		$	30,191		Net income	$	22,393	$	18,208
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other	169,057			128,728
Depreciation and amortization							Depreciation and amortization	71,671		72,949
Share-based compensation expense	5,493			5,136			Share-based compensation expense	3,337		3,203
Bad debt expense	635			508
Impairment	5,093			—

Income from unconsolidated joint venture	(381		)	—			Income from unconsolidated joint venture	(392)		(422)
Distributions from unconsolidated joint venture							Distributions from unconsolidated joint venture	785		885
Gain on sale of real estate, net	(3		)	(4,212		)	Gain on sale of real estate, net	0		(1,991)
Loss on extinguishment of debt, net	11,192			3,022
Change in fair value of derivative financial instruments	(884		)	2,144

Changes in operating assets and liabilities:							Changes in operating assets and liabilities:
Receivables and other assets, net	(20,489		)	(14,051		)	Receivables and other assets, net	2,275		1,196
Accounts payable and accrued liabilities	29,566			3,598			Accounts payable and accrued liabilities	(27,613)		(19,662)
Prepaid rent and other liabilities	7,158			(6,807		)
Security deposits, prepaid rent and other liabilities							Security deposits, prepaid rent and other liabilities	(7,103)		1,055
Net cash provided by operating activities	228,542			148,257			Net cash provided by operating activities	65,353		75,421
Cash flows from investing activities:							Cash flows from investing activities:
Investments in real estate	(2,357,570		)	(532,527		)	Investments in real estate	(30,472)		(41,338)
Investment in unconsolidated joint venture	(68,839		)	—
Development of real estate	(19,163		)	—			Development of real estate	(17,096)		(12,103)
Proceeds from the sale of real estate	4,746			23,368			Proceeds from the sale of real estate	0		6,420
Capital expenditures	(42,990		)	(34,064		)	Capital expenditures	(28,931)		(23,793)
Restricted cash, escrow deposits and other assets	(3,655		)	2,143
Collection of real estate notes receivable							Collection of real estate notes receivable	200		191
Advances on real estate notes receivable							Advances on real estate notes receivable	0		(6,000)
Net cash used in investing activities	(2,487,471		)	(541,080		)	Net cash used in investing activities	(76,299)		(76,623)
Cash flows from financing activities:							Cash flows from financing activities:
Borrowings on unsecured revolving credit facility	515,000			513,000			Borrowings on unsecured revolving credit facility	15,000		720,000
Payments on unsecured revolving credit facility	(528,000		)	(704,000		)	Payments on unsecured revolving credit facility	(15,000)		(415,000)
Proceeds from unsecured senior notes	900,000			347,725
Borrowings on unsecured term loans	—			200,000
Payments on unsecured term loans	—			(155,000		)

Payments on secured mortgage loans	(75,444		)	(98,453		)	Payments on secured mortgage loans	0		(95,602)
Deferred financing costs	(16,902		)	(3,039		)
Debt extinguishment costs	(10,391		)	—
Security deposits	1,932			862

Proceeds from issuance of general partner units	1,624,222			418,891			Proceeds from issuance of general partner units	0		50,020

Repurchase and cancellation of general partner units	(3,413		)	(2,425		)	Repurchase and cancellation of general partner units	(3,248)		(4,624)
Distributions paid to general partner	(145,877		)	(116,655		)	Distributions paid to general partner	(70,000)		(68,227)
Distributions paid to limited partners and redeemable noncontrolling interests	(4,019		)	(2,724		)	Distributions paid to limited partners and redeemable noncontrolling interests	(1,485)		(1,509)
Redemption of redeemable noncontrolling interest	—			(491		)
Net cash provided by financing activities	2,257,108			397,691
Net change in cash and cash equivalents	(1,821		)	4,868
Cash and cash equivalents - beginning of period	11,231			13,070
Cash and cash equivalents - end of period	$	9,410		$	17,938
Net cash (used in) provided by financing activities							Net cash (used in) provided by financing activities	(74,733)		185,058
Net change in cash, cash equivalents and restricted cash							Net change in cash, cash equivalents and restricted cash	(85,679)		183,856
Cash, cash equivalents and restricted cash - beginning of period							Cash, cash equivalents and restricted cash - beginning of period	118,765		37,616
Cash, cash equivalents and restricted cash - end of period							Cash, cash equivalents and restricted cash - end of period	$	33,086	$	221,472

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

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unless otherwise indicated or unless the context requires otherwise the use of the words “we,” ~~“us”~~“us,” or “our” refers to Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP, collectively.

1. Organization and Description of Business

HTA, a Maryland corporation, and HTALP, a Delaware limited partnership, were incorporated or formed, as applicable, on April 20, ~~2006~~.2006. HTA operates as a REIT and is the general partner of HTALP, which is the operating ~~partnership. As of~~ ~~September 30, 2017, HTA owned a 98.0%~~ partnership, interest and other limited partners, including some of our 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, or “UPREIT” structure. HTA has qualified and intends to continue to be taxed as a REIT ~~structure in which HTALP and its subsidiaries hold substantially all~~for federal income tax purposes under the applicable sections of the ~~assets. HTA’s only material asset is its ownership~~Internal Revenue Code.

We own real estate primarily consisting 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 the largest publicly-traded REIT focused on~~ medical office buildings (“MOBs”) in the U.S. as measured by the gross leasable area (“GLA”) of our MOBs. HTA conducts substantially all of its operations through HTALP. We invest in MOBs that we believe will serve the future of healthcare delivery, and MOBs that are primarily located on ~~health system~~or adjacent to hospital campuses ~~near university medical centers,~~ or in off-campus, community core ~~community~~ outpatient ~~locations. We also focus on~~locations across 32 states within the United States, and we lease space to tenants primarily consisting of health systems, research and academic institutions, and various sized physician practices. Through our ~~key markets that have certain demographic~~full-service operating platform, we provide leasing, asset management, acquisitions, development and ~~macro-economic trends and where we can utilize~~other related services for our ~~institutional property management and leasing platform to generate strong tenant relationships and operating cost efficiencies.~~ properties.

Our primary objective is to maximize stockholder value with ~~disciplined~~ growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing, building services and property management oversight; (ii) target accretive acquisitions and developments of MOBs in markets with attractive demographics that complement our existing portfolio; and (iii) actively manage our balance sheet to maintain flexibility with conservative leverage. Additionally, from time to time we consider, on an opportunistic basis, significant portfolio acquisitions that we believe fit our core business and ~~could~~we expect to enhance our existing portfolio. ~~HTA has qualified~~

COVID-19 Pandemic

On March 11, 2020 the novel coronavirus disease (“COVID-19”) was declared a pandemic by the World Health Organization. As the virus continued to ~~be taxed as a REIT for federal income tax purposes~~spread throughout the United States and ~~intends~~other countries across the world, Federal, state and local governments took various actions including the issuance of “stay-at-home” orders, social distancing guidelines and ordering the temporary closure of non-essential businesses to limit the spread of COVID-19. While many businesses have reopened and vaccinations are becoming more widely available to the general population, the economic uncertainty created by the COVID-19 pandemic continue to ~~be taxed as a REIT.~~

~~Since 2006, we have invested $7.0 billion~~present risks to ~~create a portfolio~~the Company and the future results of ~~MOBs~~our operations. Should current and planned measures, including further development and delivery of vaccines and other ~~healthcare assets consisting~~measures intended to reduce or eliminate the spread of ~~approximately 24.2 million square feet~~COVID-19, past and/or proposed economic stimulus, and other laws, acts and orders proposed or enacted by these various governmental agencies ultimately not be successful or limited in their efficacy, our business and the broader real estate industry may experience significant adverse consequences. These consequences include loss of ~~GLA throughout the U.S. As~~revenues, increased expenses, increased costs of ~~September 30, 2017,~~materials, difficulty in maintaining an active workforce, and constraints on our portfolio included $2.24 billion of investments, net of development credits received at closing, in connection with our acquisition of the Duke MOB business (the “Duke Acquisition”), which includes a 50% ownership interest in an unconsolidated joint venture for $68.8 million as of the date of acquisition. Our only remaining obligations relatedability to the Duke Acquisition are the potential acquisition of a land parcel in Miami, FL and a single property in Texas that are each currently excluded from our purchase obligations due to current outstanding physical condition issues.secure capital or financing, among other factors.

As of September 30, 2017, approximately 96% of our portfolio, based on GLA, was located on the campuses of, or aligned with, nationally or regionally recognized healthcare systems. Our portfolio is diversified geographically across 33 states, with no state having more than 19% of our total GLA as of September 30, 2017. We are concentrated in 20 to 25 key markets that are experiencing higher economic and demographic trends than other markets, on average, that we expect will drive demand for MOBs. Approximately 92% of our portfolio, based on GLA, is located in the top 75 metropolitan statistical areas (“MSAs”) with Atlanta, Boston, Dallas, Houston and Tampa being our largest markets by investment.

~~Our principal executive office is located at 16435 North Scottsdale Road, Suite 320, Scottsdale, Arizona, 85254.~~

2. Summary of Significant Accounting Policies

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

Basis of Presentation

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

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~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

Interim Unaudited Financial Data

Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable for the full year. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our ~~2016~~2020 Annual Report on Form 10-K.

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Principles of Consolidation

The condensed consolidated financial statements include the accounts of our subsidiaries and consolidated joint venture arrangements. The portions of the HTALP operating partnership not owned by us are presented as ~~non-controlling~~noncontrolling interests ~~in our~~on the accompanying condensed consolidated balance sheets and statements of operations, condensed consolidated statements of comprehensive income, ~~or loss,~~and condensed consolidated statements of equity and ~~consolidated statements of~~ changes in partners’ capital. The portions of other joint venture arrangements not owned by us are presented as redeemable non-controlling interests in our consolidated balance sheets. In addition, as described in Note 1 - Organization and Description of Business, certain third parties have been issued OP Units in HTALP. Holders of OP Units are considered to be noncontrolling interest holders in HTALP and their ownership interests are reflected as equity inon the accompanying condensed consolidated balance sheets. Further, a portion of the earnings and losses of HTALP are allocated to noncontrolling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity. As of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, there were approximately ~~4.1~~3.5 million and ~~4.3~~3.5 million, respectively, of OP Units issued and ~~outstanding.~~outstanding held by noncontrolling interest holders.

VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. A primary beneficiary is one that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The HTALP operating partnership and our other joint venture arrangements are VIEs because the limited partners in those partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Additionally, we determined that we are the primary beneficiary of our VIEs. Accordingly, we consolidate our interests in the HTALP operating partnership and in our other joint venture arrangements. However, because we hold what is deemed a majority voting interest in the HTALP operating partnership and our other joint venture arrangements, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above.

Use of Estimates

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

Cash, Cash Equivalents and Restricted Cash

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

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets to the combined amounts shown on the accompanying condensed consolidated statements of cash flows (in thousands):


	March 31,
	2021		2020
Cash and cash equivalents	$	29,990	$	216,515
Restricted cash	3,096		4,957
Total cash, cash equivalents and restricted cash	$	33,086	$	221,472

Revenue Recognition

Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between rental income recognized and amounts contractually due under the lease agreements are recorded as straight-line rent receivables. Tenant reimbursements, which is comprised of additional amounts recoverable from tenants for real estate taxes, common area maintenance and other certain operating expenses are recognized as revenue on a gross basis in the period in which the related recoverable expenses are incurred. We accrue revenue corresponding to these expenses on a quarterly basis to adjust recorded amounts to our best estimate of the final annual amounts to be billed. Subsequent to year-end, on a calendar year basis, we perform reconciliations on a lease-by-lease basis and bill or credit each tenant for any differences between the estimated expenses we billed and the actual expenses that were incurred. We recognize

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lease termination fees when there is a signed termination letter agreement, all of the conditions of the agreement have been met, and the tenant is no longer occupying the property. Rental income is reported net of amortization of inducements.

The revenue recognition process is based on a five-step model to account for revenue arising from contracts with customers as outlined in Topic 606. We recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We have identified all of our revenue streams and we have concluded that rental income from leasing arrangements represents a substantial portion of our revenue and is governed and evaluated with the adoption of Topic 842.

Investments in Real Estate

Depreciation expense of buildings and improvements for the three months ended March 31, 2021 and 2020 was $61.2 million and $58.9 million, respectively.

Leases

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

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

Through the duration of the coronavirus (“COVID-19”) pandemic, changes to our leases as a result of COVID-19 have been in two categories. Leases are categorized based upon the impact of the modification on its cash flows. One category is rent deferrals for which the guidance provided by the Lease Modification Q&A issued by the Financial Accounting Standards Board (“FASB”) in April 2020 was utilized, which provided relief from requiring a lease by lease analysis pursuant to Topic 842. These deferrals are generally for up to three months of rent with a payback period from three to twelve months once the deferral period has ended. Deferrals do not have an impact on cash flows over the lease term, rather, payments are made in different periods while the cash flows for the entirety of the lease term are the same. However, we have continued to recognize revenue and straight line revenue for amounts subject to deferral agreements in accordance with Topic 842. In 2020, which is the period that we believe constituted the majority of our COVID-related deferral requests, we approved deferral plans totaling approximately $11.1 million, of which approximately $9.2 million have been repaid through March 31, 2021.

The second category is early renewals, where the Company renewed lease arrangements prior to their contractual expirations, providing concession at the commencement of the lease in exchange for additional term, on average approximately three years. This category is treated as a modification under Topic 842, with the existing balance of cumulative difference between rental income and payment amounts (existing straight line rent receivable) being recast over the new term, factoring in any changes attributable to the new lease arrangement and for which we performed a lease by lease analysis. Cash flows are impacted over the long term as customary free rent, at an average of three months in conjunction with these agreements, and is offset by substantively more term and/or increased rental rates. For the three months ended March 31, 2021, the Company has entered into minimal new deferral arrangements or early renewal leases with substantive amounts of free rent or other forms of concession at the onset of the lease.

The Lease Modification Q&A had no material impact on our condensed consolidated financial statements as of and for the three months ended March 31, 2021, however, its future impact to us is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by us at the time of entering into any such concessions.

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Real Estate Held for Sale

We consider properties held for sale once management commits to a plan to sell the property and has determined that the sale is probable and expected to occur within one year. Upon classification as held for sale, we record the property at the lower of its carrying amount or fair value, less costs to sell, and cease depreciation and amortization. The fair value is generally based on discounted cash flow analyses, which involves management's best estimate of market participants' holding period, market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements. As of March 31, 2021, we classified a 13 property portfolio with locations in Tennessee and Virginia as real estate assets held for sale on the accompanying condensed consolidated balance sheets. As of December 31, 2020, there were 0 properties classified as held for sale. The following table represents the major classes of assets and liabilities, and the balance sheet classification as of March 31, 2021 (in thousands):


	March 31, 2021
Land	$	1,278
Buildings and Improvements	47,785
Lease intangibles	10,717
	59,780
Accumulated depreciation and amortization	(29,705)
Real estate assets held for sale, net	30,075
Receivables and other assets, net	3,498
Right-of-use assets, net	2,279
Other intangibles, net	246
Assets held for sale, net	$	36,098

Security deposits, prepaid rent & other liabilities	$	443
Lease liabilities	2,932
Liabilities of assets held for sale	$	3,375

Credit Losses

The Company adopted Topic 326 - Financial Instruments - Credit Losses as of January 1, 2020. Pursuant to the guidance, we adopted a policy to book current expected credit losses at the inception of loans qualifying for treatment under Topic 326. No expected credit loss was recorded for the three months ended March 31, 2021.

Unconsolidated Joint Ventures

We account for our investments in unconsolidated joint ventures using the equity method of accounting because we have the ability to exercise significant influence, but not control, over the financial and operational policy decisions of the investments. Using the equity method of accounting, the initial investment is recognized at cost and subsequently adjusted for our share of the net income ~~or loss~~ and any distributions from the joint venture. As of ~~September 30, 2017,~~March 31, 2021 and December 31, 2020, we had a 50% interest in one such investment with a carrying value and maximum exposure to risk of ~~$68.3~~$64.0 million and $64.4 million, respectively, which is recorded in investment in unconsolidated joint venture inon the accompanying condensed consolidated balance sheets. We record our share of net income ~~(loss)~~ in income ~~(loss)~~ from unconsolidated joint venture inon the accompanying condensed consolidated statements of operations. For each of the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021 and 2020, we recognized income of ~~$318,000~~$0.4 million.

Recently Issued or Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

S-X Rule 13-01

In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and ~~$381,000, respectively, from~~created Rule 13-01 to simplify disclosure requirements related to certain registered securities. The rule became effective on January 4, 2021, at which time we adopted S-X Rule 13-01. The adoption did not have a material effect on our ~~unconsolidated joint venture.~~financial statements and related footnotes.

~~Investments in Real Estate~~

Depreciation expense of buildings and improvements for the three months ended September 30, 2017 and 2016 was $49.8 million and $31.1 million, respectively. Depreciation expense of buildings and improvements for the nine months ended September 30, 2017 and 2016 was $121.5 million and $86.6 million, respectively.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Recently Issued ~~or Adopted~~ Accounting Pronouncements

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

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

material impact on our financial statements.

~~The following table provides a brief description of recently issued accounting pronouncements:~~



~~Accounting Pronouncement~~	~~Description~~	~~Effective Date~~	~~Effect on financial statements~~
~~ASU 2014-09~~ ~~Revenue from Contracts with Customers~~ ~~(Issued May 2014)~~	ASU 2014-09 is a comprehensive new five-step 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. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to ASU 2014-09. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach.	In August 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 right of early adoption as of the original effective date.	We have identified all of our revenue streams and concluded rental income from leasing arrangements represents a substantial portion of our revenue and is specifically excluded from ASU 2014-09 and will be governed and evaluated with the anticipated adoption of ASU 2016-02 as described below. Upon adoption of ASU 2016-02, ASU 2014-09 may apply to executory costs and other components of revenue due under leases that are deemed to be non-lease components (such as common area maintenance and other reimbursement revenue), even when the revenue for such activities is not separately stipulated in the lease. In that case, the revenue from these items previously recognized on a straight-line basis under the current lease guidance would be recognized under the new revenue guidance as the related services are delivered. As a result, while total revenue recognized over time would not differ under the new guidance, the recognition pattern would be different. Under ASU 2014-09, revenue recognition for real estate sales is largely based on the transfer of control versus continuing involvement under the current guidance. Upon adoption, there will not be a material impact on our consolidated financial statements since we have historically disposed of the majority of our properties with no future controls or contingencies. We will adopt ASU 2014-09 effective January 1, 2018 using the modified retrospective approach.
~~ASU 2016-02~~ ~~Leases~~ ~~(Issued February 2016)~~	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 are still evaluating the full impact of ASU 2016-02 on our consolidated financial statements, however, we will adopt ASU 2016-02 as of January 1, 2019 and anticipate that we will elect a practical expedient offered in ASU 2016-02 that allows an entity to not reassess the following upon adoption (elected as a group): (i) whether an expired or existing contract contains a lease arrangement; (ii) lease classification related to expired or existing lease arrangements; or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs. As a result of the adoption, all new or amended leases for which we are the lessee, including corporate and ground leases, that are entered into on or after January 1, 2019, will be recorded on our consolidated financial statements as either financing leases or operating leases with a related right of use asset and lease liability. In addition, we expect that certain executory and non-lease components, such as common area maintenance, will need to be accounted for separately from the lease component of the lease. Lease components will continue to be recognized on a straight-line basis over the lease term and certain non-lease components will be accounted for under the new revenue recognition guidance in ASU 2014-09 as mentioned above.

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~~Accounting Pronouncement~~	~~Description~~	~~Effective Date~~	~~Effect on financial statements~~
~~ASU 2016-13~~ ~~Financial Instruments Credit Losses: Measurement of Credit Losses on Financial Instruments~~ ~~(Issued June 2016)~~	ASU 2016-13 is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis.	~~ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted.~~	~~We do not anticipate early adoption or there to be a material impact, however, we are evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements.~~
~~ASU 2016-15~~ ~~Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments~~ ~~(Issued August 2016)~~	ASU 2016-15 clarifies the guidance on the classification of certain cash receipts and payments in the statement of cash flows to reduce diversity in practice with respect to: (i) debt prepayment or debt extinguishment costs; (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; (iii) contingent consideration payments made after a business combination; (iv) proceeds from the settlement of insurance claims; (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (vi) distributions received from equity method investees; (vii) beneficial interests in securitization transactions; and (viii) separately identifiable cash flows and application of the predominance principle.	~~ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.~~	We will adopt ASU 2016-15 during the fourth quarter of 2017 and apply the standard retrospectively for all periods presented. We will reclass cash payments related to debt prepayment and extinguishment costs from operating activities to financing activities. Based on our initial assessment the other listed provisions will not have a material impact on our consolidated financial statements and related notes resulting from the adoption of this standard.
~~ASU 2016-18~~ ~~Statement of Cash Flows: Restricted Cash~~ ~~(Issued November 2016)~~	ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.	~~ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.~~	We will adopt ASU 2016-18 during the fourth quarter of 2017 and apply the standard retrospectively for all periods presented. Restricted cash and escrow deposits consist primarily of cash escrowed for real estate acquisitions, real estate taxes, property insurance and capital improvements. We will provide a reconciliation of the changes in cash and cash equivalents and restricted cash and escrow deposits within our consolidated balance sheets to the consolidated statement of cash flows.
~~ASU 2017-05~~ ~~Other Income: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets~~ ~~(Issued February 2017)~~	ASU 2017-05 defines an in-substance nonfinancial asset, unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing the sales of real estate, removes exception to the financial asset derecognition model and clarifies the accounting for contributions of nonfinancial assets to joint ventures.	~~ASU 2017-05 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.~~	We will adopt ASU 2017-05 as of January 1, 2018. We do not anticipate there to be a material impact on our consolidated financial statements, as we currently do not have this type of income. However, going forward we will continue to monitor any future impact.
~~ASU 2017-09~~ ~~Compensation - Stock Compensation (Topic 718): Clarifying the Scope of Modification~~ ~~(Issued May 2017)~~	ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms and conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718.	~~ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.~~	~~We will adopt ASU 2017-09 as of January 1, 2018. We do not anticipate there to be a material impact on our consolidated financial statements.~~
~~ASU 2017-12~~ ~~Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~ ~~(Issued August 2017)~~	ASU 2017-12 expands and refines hedge accounting for both financial (e.g., interest rate) and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness.	~~ASU 2017-12 is effective for fiscal years beginning after December 15, 2018 with early adoption permitted.~~	~~We do not anticipate early adoption, however, we are evaluating the impact of adopting ASU 2017-12 on our consolidated financial statements.~~

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~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

3. Investments in Real Estate

~~Our investments, including~~For the ~~Duke Acquisition, brings our total investments for the nine~~three months ended ~~September 30, 2017, to~~March 31, 2021, our investments had an aggregate purchase price of ~~$2.7 billion.~~$32.9 million. As part of these investments, we incurred ~~$17.2~~approximately $0.3 million of ~~costs attributable to these investments, which were~~ capitalized in accordance with the adoption of ASU 2017-01 during the nine months ended September 30, 2017. In addition, as part of an acquisition, we issued 20,687 OP Units with a market value at the time of issuance of $0.6 million.

costs. The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively (in thousands):

Nine Months Ended September 30,
2017 2016
Land $ 93,064
$ 77,949
Building and improvements 2,336,544
505,138
In place leases 187,890
50,997
Below market leases (27,817 ) (12,790 )
Above market leases 11,718
4,413
Below market leasehold interests 54,252
4,188
Above market leasehold interests (8,978 ) (50 )
Below market debt —
360
Interest rate swaps —
(779 )
Net assets acquired 2,646,673
629,426
Other, net ⁽¹⁾
60,781
3,540
Aggregate purchase price $ 2,707,454
$ 632,966

(1) For the nine months ended September 30, 2017, other, net, consisted primarily of capital expenditures and tenant improvements received as credits at the time of acquisition.

Subsequent to September 30, 2017, we completed an investment with a purchase price of $8.3 million. As part of the acquisition, we issued to the seller as a part of the acquisition consideration a total of 16,972 OP Units with a market value at the time of issuance of $0.5 million. The purchase price of this investment was subject to certain post-closing adjustments. Due to the recent timing of this investment, we have not yet completed our purchase price allocation with respect to this investment and, therefore, we cannot provide disclosures at this time similar to those set forth above in Note 3 - Investments in Real Estate to our condensed consolidated financial statements.


	Three Months Ended March 31,
	2021		2020
Land	$	1,093	$	2,817
Building and improvements	26,819		35,259
In place leases	3,449		3,621
Below market leases	(79)		(693)
Above market leases	66		334
ROU assets	(876)		0
Net real estate assets acquired	30,472		41,338
Other, net	2,397		334
Aggregate purchase price	$	32,869	$	41,672

The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively (in years):


	Three Months Ended March 31,
	2021	2020
Acquired intangible assets	6.4	5.4
Acquired intangible liabilities	5.7	3.8

Nine Months Ended September 30,
2017 2016
Acquired intangible assets 20.6 9.1
Acquired intangible liabilities 19.9 8.3

4. ~~Impairment~~Dispositions and Impairment

Dispositions

We had 0 dispositions during the three months ended March 31, 2021. During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, we ~~completed the disposition~~sold part of ~~an MOB located~~our interest in ~~Texas~~undeveloped land in Miami, Florida for a gross sales price of ~~$5.0~~$7.6 million, ~~representing~~resulting in a net gain of approximately ~~48,000 square feet of GLA. In addition, during~~$2.0 million.

Impairment

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, and 2020, respectively, we recorded 0 impairment charges after the consideration of ~~$5.1 million related~~the impacts, on a qualitative and quantitative basis, of the ongoing COVID-19 pandemic in our quarterly assessment. As the COVID-19 pandemic continues to ~~one MOB located~~develop, we will monitor the performance of our buildings and other assets to determine whether any additional impairment indicators unique to the COVID-19 pandemic are present, including, but not limited to, significant prolonged disruption in ~~Massachusetts. During~~cash flows, tenant vacancies, or lease modifications, and that would indicate the ~~nine months ended September 30, 2016,~~recoverability of recorded values of these assets may be at risk. Accordingly, we ~~completed a disposition~~will continue to apply the applicable accounting guidance in our consideration of ~~four senior care facilities for an aggregate gross sales price of $26.5 million. During the nine months ended September 30, 2016, we recorded no~~our ongoing impairment ~~charges.~~analysis as conditions warrant.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

5. Intangible Assets and Liabilities

Intangible assets and liabilities consisted of the following as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively (in thousands, except weighted average remaining ~~amortization)~~amortization terms):


	March 31, 2021			December 31, 2020
	Balance		Weighted Average Remaining Amortization in Years	Balance		Weighted Average Remaining Amortization in Years
Assets:
In place leases	$	477,605	9.7	$	483,779	9.7
Tenant relationships	140,169		10.2	144,842		10.0
Above market leases	37,092		6.5	37,876		5.8
	654,866			666,497
Accumulated amortization	(426,223)			(427,937)
Total	$	228,643	9.6	$	238,560	9.6

Liabilities:
Below market leases	$	61,951	14.7	$	61,896	14.6
Accumulated amortization	(30,673)			(29,357)
Total	$	31,278	14.7	$	32,539	14.6

September 30, 2017 December 31, 2016
Balance
Weighted Average Remaining
Amortization in Years
Balance
Weighted Average Remaining
Amortization in Years
Assets:
In place leases $ 478,052
9.7 $ 294,597
9.7
Tenant relationships 170,539
10.7 172,974
10.6
Above market leases 39,724
6.3 28,401
6.3
Below market leasehold interests 92,362
63.4 38,136
60.4
780,677
534,108

Accumulated amortization (299,398 ) (256,305 )
Total $ 481,279
19.2 $ 277,803
16.1

Liabilities:
Below market leases $ 61,788
14.7 $ 34,370
18.6
Above market leasehold interests 20,610
50.3 11,632
53.0
82,398
46,002

Accumulated amortization (12,546 ) (8,946 )
Total $ 69,852
24.9 $ 37,056
28.5

The following is a summary of the net intangible amortization for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2021		2020
Amortization recorded against rental income related to above and (below) market leases	$	(108	)	$	(115	)	$	(371	)	$	202	Amortization recorded against rental income related to above and (below) market leases	$	(591)	$	(1,968)
Rental expense related to above and (below) market leasehold interests	322			118			617			321
Amortization expense related to in place leases and tenant relationships	18,757			15,266			45,944			39,483		Amortization expense related to in place leases and tenant relationships	11,886		15,935

6. Receivables and Other Assets

Receivables and other assets consisted of the following as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively (in thousands):


	September 30, 2017		December 31, 2016			March 31, 2021		December 31, 2020
Tenant receivables, net	$	14,417	$	8,722	Tenant receivables, net	$	12,051	$	17,717
Other receivables, net	10,161		9,233		Other receivables, net	5,892		6,243
Deferred financing costs, net	8,190		4,198		Deferred financing costs, net	2,155		2,586
Deferred leasing costs, net	23,794		20,811		Deferred leasing costs, net	42,351		43,234
Straight-line rent receivables, net	83,133		74,052		Straight-line rent receivables, net	130,221		128,070
Prepaid expenses, deposits, equipment and other, net	65,383		55,904		Prepaid expenses, deposits, equipment and other, net	47,172		46,114
Derivative financial instruments - interest rate swaps	952		541

Finance ROU asset, net					Finance ROU asset, net	11,716		7,764

Total	$	206,030	$	173,461	Total	$	251,558	$	251,728

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~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

The following is a summary of the amortization of deferred leasing costs and financing costs for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively (in thousands):


	Three Months Ended March 31,
	2021		2020
Amortization expense related to deferred leasing costs	$	2,223	$	1,896
Interest expense related to deferred financing costs	431		431

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

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Amortization expense related to deferred leasing costs $ 1,445
$ 1,224
$ 4,179
$ 3,368
Interest expense related to deferred financing costs 398
331
1,061
994

7. Leases

For the three months ended March 31, 2021, 1 new ground lease has commenced. Based on our analysis, we concluded that its classification was a finance lease.

Lessee - Maturity of Lease Liabilities

The following table summarizes the future minimum lease obligations of our operating and finance leases as of March 31, 2021 (in thousands):


Year	Operating Leases		Finance Leases
2021	$	7,950	$	331
2022	10,797		443
2023	10,934		446
2024	10,277		449
2025	9,764		454
2026	9,775		467
Thereafter	606,571		26,371
Total undiscounted lease payments	$	666,068	$	28,961
Less: Interest	(470,730)		(17,189)
Present value of lease liabilities	$	195,338	$	11,772

Lessor - Lease Revenues and Maturity of Future Minimum Rents

For the three months ended March 31, 2021 and 2020, we recognized $190.4 million and $184.3 million, respectively, of rental and other lease-related income related to our operating leases, of which $45.1 million and $42.8 million, respectively, were variable lease payments.

The following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of March 31, 2021 (in thousands):


Year	Amount
2021	$	413,951
2022	519,815
2023	466,157
2024	411,340
2025	358,711
2026	314,893
Thereafter	1,167,753
Total	$	3,652,620

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

8. Debt

Debt consisted of the following as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively (in thousands):


	September 30, 2017			December 31, 2016				March 31, 2021		December 31, 2020
Unsecured revolving credit facility	$	75,000		$	88,000		Unsecured revolving credit facility	$	0	$	0
Unsecured term loans	500,000			500,000			Unsecured term loans	500,000		500,000
Unsecured senior notes	1,850,000			950,000			Unsecured senior notes	2,550,000		2,550,000
Fixed rate mortgages loans	415,853			204,562
Variable rate mortgages loans	38,169			38,904
Fixed rate mortgages							Fixed rate mortgages	0		0
	2,879,022			1,781,466				$	3,050,000	$	3,050,000
Deferred financing costs, net	(16,552		)	(9,527		)	Deferred financing costs, net	(18,409)		(19,157)
Discount, net	(5,712		)	(3,034		)
Premium, net							Premium, net	(3,859)		(3,844)
Total	$	2,856,758		$	1,768,905		Total	$	3,027,732	$	3,026,999

Unsecured Credit Agreement

Unsecured Revolving Credit Facility due 2022

~~On July 27, 2017, HTALP entered into an~~Our amended and restated $1.3 billion unsecured credit agreement (the “Unsecured Credit Agreement”) ~~which increased the amount available under the~~includes an unsecured revolving credit facility toof $1.0 billion ~~and extended the maturities of the unsecured revolving credit facility to~~maturing on June 30, 2022 and ~~for the $300.0 million~~an unsecured term loan ~~referenced below until~~of $300.0 million maturing on February 1, 2023. The maximum principal amount of the Unsecured Credit Agreement may be increased by up to $750.0 million, subject to certain conditions, for a total principal amount of $2.05 billion.

Borrowings under the unsecured revolving credit facility accrue interest at a rate equal to adjusted LIBOR,, plus a margin ranging from 0.83% to 1.55% per annum based on our credit rating. We also pay a facility fee ranging from 0.13% to 0.30% per annum on the aggregate commitments under the unsecured revolving credit facility. As of ~~September 30, 2017, the~~March 31, 2021, we had 0 outstanding balance under this unsecured revolving credit facility.The current margin associated with ~~our~~any future borrowings ~~was~~is 1.00% per annum and the facility fee was 0.20% per annum.

Unsecured Term Loan due 2023

~~On July 27, 2017, we entered into an amended and restated~~Under the Unsecured Credit Agreement as noted ~~above. As part of this agreement,~~above, we ~~obtained~~have a $300.0 million unsecured term loan, ~~that was~~ guaranteed by usHTA, with a maturity date of February 1, 2023. Borrowings under this unsecured term loan accrue interest equal to adjusted LIBOR, plus a margin ranging from 0.90% to 1.75% per annum based on our credit rating. The margin associated with our borrowings as of ~~September 30, 2017~~March 31, 2021 was 1.10% per annum. ~~Including the impact of the~~We have interest rate swaps ~~associated with our unsecured term loan,~~hedging the floating interest rate, ~~was 2.40%~~which resulted in a fixed rate of 2.53% per annum, based on our current credit rating. As of ~~September 30, 2017, HTALP~~March 31, 2021, we had $300.0 million under this unsecured term loan outstanding.

~~Bridge Loan Facility~~

In connection with the Duke Acquisition, in May 2017, we entered into a senior unsecured bridge loan facility (the “Bridge Loan Facility”) which provided to us up to $2.47 billion, less the aggregate amount of net proceeds from debt or equity capital raises or a senior term loan facility. The Bridge Loan Facility was made available to us on the closing of the Duke Acquisition and was scheduled to mature 364 days from the closing. In June 2017, we terminated the Bridge Loan Facility and no proceeds were used because we elected to fund the Duke Acquisition through other equity and debt offerings. In connection with the execution and subsequent termination of the Bridge Loan Facility, we incurred $10.4 million in related fees, which we recorded in income (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations.

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~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

$200.0 Million Unsecured Term Loan due ~~2023~~2024

~~As of September 30, 2017, HTALP had a $200.0 million unsecured term loan outstanding, which matures on September 26, 2023.~~ Borrowings under the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from ~~1.50%~~0.75% to ~~2.45%~~1.65% per annum based on our credit rating. The margin associated with our borrowings as of ~~September 30, 2017~~March 31, 2021 was ~~1.65%~~1.00% per annum. ~~HTALP had~~We have interest rate swaps hedging the floating index rate, which resulted in ~~place that~~a fixed ~~the~~ interest rate at ~~2.93%~~2.32% per annum, based on our current credit rating.

~~$300.0 Million Unsecured Senior Notes due 2021~~

As of ~~September 30, 2017, HTALP~~March 31, 2021, we had ~~$300.0~~$200.0 million ofunder this unsecured senior notes outstanding that are guaranteed by us. These 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. Additionally, these unsecured senior notes were offered at 99.21% of the principal amount thereof, with an effective yield to maturity of 3.50% per annum. As of September 30, 2017, HTALP had $300.0 million of these unsecured senior notes outstanding that matureterm loan outstanding. This loan matures on ~~July~~January 15, ~~2021.~~2024.

$~~400.0 Million Unsecured Senior Notes due 2022~~

In June 2017, in connection with the Duke Acquisition and the $500.0 million unsecured senior notes due 2027 referenced below, HTALP issued $400.0 million of unsecured senior notes that are guaranteed by us. These unsecured senior notes are registered under the Securities Act, bear interest at 2.95% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.94% of the principal amount thereof, with an effective yield to maturity of 2.96% per annum. As of September 30, 2017, HTALP had $400.0 million of these unsecured senior notes outstanding that mature on July 1, 2022.

~~$300.0 Million Unsecured Senior Notes due 2023~~

~~As of~~ ~~September 30, 2017, HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by us. These unsecured senior notes are registered under the Securities Act, bear interest at~~ ~~3.70%~~ ~~per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at~~ ~~99.19%~~ of the principal amount thereof, with an effective yield to maturity of 3.80% per annum. As of September 30, 2017, HTALP had $300.0 million of these unsecured senior notes outstanding that mature on April 15, 2023.

~~$350.0~~600.0 Million Unsecured Senior Notes due 2026

~~As of~~In September ~~30, 2017, HTALP had $350.0~~2019, in connection with the $650.0 million of unsecured senior notes ~~outstanding that~~due 2030 referenced below, HTALP issued $250.0 million as additional unsecured senior notes to the $350.0 million aggregate principal of senior notes issued on July 12, 2016, all of which are guaranteed by ~~us.~~HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.50% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 103.66% and 99.72%, respectively, of the principal amount thereof, with an effective yield to maturity of 2.89% and 3.53% per ~~annum.~~annum, respectively. As of ~~September 30, 2017, HTALP~~March 31, 2021, we had ~~$350.0~~$600.0 million of these unsecured senior notes outstanding that mature on August 1, 2026.

$500.0 Million Unsecured Senior Notes due 2027

In ~~June~~ 2017, ~~in connection with the Duke Acquisition and the $400.0 million unsecured senior notes due 2022 referenced above,~~ HTALP issued $500.0 million of unsecured senior notes that are guaranteed by ~~us.~~HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.75% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.49% of the principal amount thereof, with an effective yield to maturity of 3.81% per annum. As of ~~September 30, 2017, HTALP~~March 31, 2021, we had $500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.

~~Fixed and Variable Rate Mortgages~~

In June 2017, as part of the Duke Acquisition, we were required by the seller to execute as the borrower for a part of the purchase price a senior secured first lien loan, subject to customary non-recourse carve-outs, in the amount of $286.0 million (the “Promissory Note”). The Promissory Note bears interest at 4.0% per annum and is payable in three equal payments maturing on January 10, 2020 and is guaranteed by us.

As of September 30, 2017, HTALP and its subsidiaries had fixed and variable rate mortgages loans with interest rates ranging from 2.70% to 6.39% per annum and a weighted average interest rate of 4.31% per annum. Including the impact of the interest rate swap associated with our variable rate mortgages, the weighted average interest rate was 4.46% per annum.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

$650.0 million Unsecured Senior Notes due 2030

In September 2019, in connection with the $250.0 million additional unsecured senior notes due 2026 referenced above, HTALP issued $650.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.10% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.66% of the principal amount thereof, with an effective yield to maturity of 3.14% per annum. As of March 31, 2021, we had $650.0 million of these unsecured senior notes outstanding that mature on February 15, 2030.

$800.0 million Unsecured Senior Notes due 2031

In September 2020, HTALP issued $800.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 2.00% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.20% of the principal amount thereof, with an effective yield to maturity of 2.09% per annum. As of March 31, 2021, we had $800.0 million of these unsecured senior notes outstanding that mature on March 15, 2031.

Future Debt Maturities

The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of ~~September 30, 2017~~March 31, 2021 (in thousands):


Year	Amount		Year	Amount
Remainder of 2017	$	1,166
2018	100,827
2019	105,940
2020	144,892
2021	303,933		2021	$	0
2022			2022	0
2023			2023	300,000
2024			2024	200,000
2025			2025	0
Thereafter	2,222,264		Thereafter	2,550,000
Total	$	2,879,022	Total	$	3,050,000

Deferred Financing Costs

As of ~~September 30, 2017,~~March 31, 2021, the future amortization of our deferred financing costs is as follows (in thousands):


Year	Amount		Year	Amount
Remainder of 2017	$	618
2018	2,821
2019	2,826
2020	2,804
2021	2,610		2021	$	2,244
2022			2022	2,993
2023			2023	2,497
2024			2024	2,104
2025			2025	2,092
Thereafter	4,873		Thereafter	6,479
Total	$	16,552	Total	$	18,409

Debt Covenants

We are required by the terms of our applicable loan agreements to meet various affirmative and negative covenants that we believe are customary for these types of facilities, such as limitations on the incurrence of debt by us and our subsidiaries that own unencumbered assets, limitations on the nature of HTALP’s business, and limitations on distributions by HTALP and its subsidiaries that own unencumbered assets. Our loan agreements also impose various financial covenants on us, such as a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a minimum tangible net worth covenant, a maximum ratio of unsecured indebtedness to unencumbered asset value, rent coverage ratios and a minimum ratio of unencumbered ~~net operating income~~Net Operating Income (“NOI”) to unsecured interest expense. As of ~~September 30, 2017~~,March 31, 2021, we believe that we were in compliance with all such financial covenants and reporting requirements. In addition, certain of our loan agreements include events of default provisions that we believe are customary for these types of facilities, including restricting us from making dividend distributions to our stockholders in the event we are in default thereunder, except to the extent necessary for us to maintain our REIT status. We have also concluded as of March 31, 2021 we were not aware of non-compliance with any financial or non-financial covenants in light of the ongoing COVID-19 pandemic.

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

9. Derivative Financial Instruments and Hedging Activities

Risk Management Objective of Using Derivative Financial Instruments

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

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

Cash Flow Hedges of Interest Rate Risk

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

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income in the accompanying condensed consolidated balance sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three and nine months ended September 30, 2017, such derivatives were used to hedge the variable cash flows associated with variable rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and nine months ended September 30, 2017, we recorded approximately $4,000 and $31,000, respectively, of hedge ineffectiveness in earnings. We designated our derivative financial instruments as cash flow hedges in March 2017.

During the nine months ended September 30, 2017, we entered into and settled two treasury locks designated as cash flow hedges with an aggregate notional amount of $250.0 million to hedge future fixed rate debt issuances, which fixed the 10-year swap rates at an average rate of 2.26% per annum. Upon settlement of these contracts during the nine months ended September 30, 2017, we paid and reported a loss of $0.7 million which was recorded in accumulated other comprehensive loss in our accompanying condensed consolidated statements of comprehensive income (loss) and a gain of $25,000 which was recorded in the change in fair value of our derivative financial instruments in our accompanying condensed consolidated statements of operations.

Amounts reported in accumulated other comprehensive income in the accompanying condensed consolidated balance sheets related to derivatives will be reclassified to interest expense as interest payments are made on our variable rate debt. During the next twelve months, we estimate that an additional ~~$0.4~~$6.6 million will be reclassified from other comprehensive income in the accompanying condensed consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying condensed consolidated statements of operations.

As of ~~September 30, 2017~~,March 31, 2021, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):


Interest Rate Swaps	March 31, 2021
Number of instruments	7
Notional amount	$	500,000

Interest Rate Swaps September 30, 2017
Number of instruments 5
Notional amount $ 189,751

The table below presents the fair value of our derivative financial instruments designated as ~~a hedge~~cash flow hedges as well as ~~our~~the classification in the accompanying condensed consolidated balance sheets as of ~~September 30, 2017~~March 31, 2021 and December 31, 2020, respectively (in thousands)~~. In March 2017, we designated our derivative financial instruments as cash flow hedges. As such, prior to March 2017 we did not have derivatives designated as hedging instruments.~~

Asset Derivatives

Liability Derivatives

Asset Derivatives

Liability Derivatives

Fair Value at:

Derivatives Designated as Hedging Instruments:

Balance Sheet

Location

September 30, 2017

December 31, 2016

Balance Sheet

Location

September 30, 2017

December 31, 2016

Derivatives Designated as Hedging Instruments:

Balance Sheet
Location

March 31, 2021

December 31, 2020

Balance Sheet
Location

March 31, 2021

December 31, 2020

Interest rate swaps

Receivables and other assets

952

—

Derivative financial instruments

1,441

—

Interest rate swaps

Receivables and other assets

Derivative financial instruments

12,222

14,957

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The ~~tables~~table below ~~present~~presents the gain or loss recognized on our derivative financial instruments designated as cash flow hedges as well as ~~our~~the classification in the accompanying condensed consolidated statements of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016 (in thousands). In March 2017, we designated our derivative financial instruments as cash flow hedges. As such, prior to March 2017 we did not have derivatives designated as hedging instruments.~~

Gain (Loss) Recognized in OCI on Derivative
(Effective Portion):

Gain (Loss) Reclassified from Accumulated OCI into Income
(Effective Portion):

Gain (Loss) Recognized in Income on Derivative
(Ineffective Portion and Amount Excluded from
Effectiveness Testing):
Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30,
Derivatives Cash Flow Hedging Relationships: 2017 2016 Statement of Operations Location 2017 2016 Statement of Operations Location 2017 2016
Interest rate swaps $ 9
$ —
Interest related to derivative financial instruments $ (196 ) $ —
Interest related to derivative financial instruments $ (4 ) $ —

Gain (Loss) Recognized in OCI on Derivative
(Effective Portion):

Gain (Loss) Reclassified from Accumulated OCI into Income
(Effective Portion):

Gain (Loss) Recognized in Income on Derivative
(Ineffective Portion and Amount Excluded from
Effectiveness Testing):

Nine Months Ended
September 30,

Nine Months Ended
September 30,

Nine Months Ended
September 30,
Derivatives Cash Flow Hedging Relationships: 2017 2016 Statement of Operations Location 2017 2016 Statement of Operations Location 2017 2016
Interest rate swaps $ (1,196 ) $ —
Interest related to derivative financial instruments $ (565 ) —
Interest related to derivative financial instruments $ (31 ) $ —

~~Non-Designated Hedges~~

Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements of ASC 815 - Derivatives and Hedging. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly to gain or loss on change in fair value of derivative financial instruments in the accompanying condensed consolidated statements of operations. For the nine months ended September 30, 2017, we recorded a gain on change in fair value of derivative financial instruments of $0.9 million. For the three months ended September 30, 2017, we did no~~t record a gain or loss on change in fair value of derivative financial instruments as we did not have any derivative financial instruments classified as non-designated hedges.~~

The table below presents the fair value of our derivative financial instruments not designated as hedges as well as our classification in the accompanying condensed consolidated balance sheets as of December 31, 2016 (in thousands). In March 2017, we designated our derivative financial instruments as cash flow hedges. As such, as of March 2017 we did not have derivatives not designated as hedging instruments.

Asset Derivatives Liability Derivatives

Fair Value at: Fair Value at:
Derivatives NOT Designated as Hedging Instruments:
Balance Sheet
Location
September 30, 2017 December 31, 2016
Balance Sheet
Location
September 30, 2017 December 31, 2016
Interest rate swaps Receivables and other assets $ —
$ 541
Derivative financial instruments $ —
$ 1,920

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~Tabular Disclosure of Offsetting Derivatives~~

~~The table below sets forth the net effects of offsetting and net presentation of our derivatives as of September 30, 2017 and December 31, 2016,~~2020, respectively (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets or liabilities are presented in the consolidated balance sheets.

Offsetting of Derivative Assets
Gross Amounts of Recognized Assets Gross Amounts in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount
September 30, 2017 $ 952
$ —
$ 952
$ —
$ —
$ 952
December 31, 2016 541
—
541
—
—
541
:

Offsetting of Derivative Liabilities
Gross Amounts of Recognized Liabilities Gross Amounts in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount
September 30, 2017 $ 1,441
$ —
$ 1,441
$ —
$ —
$ 1,441
December 31, 2016 1,920
—
1,920
—
—
1,920


		Three Months Ended March 31,
Effect of Derivative Instruments	Location in Statement of Operations and Comprehensive Income (Loss)	2021		2020
Gain (loss) recognized in OCI	Change in unrealized losses on cash flow hedges	$	1,163	$	(22,153)
Gain (loss) reclassified from accumulated OCI into income	Interest expense	(1,629)		345

Credit Risk Related Contingent Features

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

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

As of ~~September 30, 2017,~~March 31, 2021, the fair value of derivatives in a net liability position, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was ~~$1.5~~$12.5 million. As of ~~September 30, 2017,~~March 31, 2021, we have not posted any collateral related to these agreements and we were not in breach of any of the provisions of these agreements. If we had breached any of ~~these~~the provisions of these agreements, we could have been required to settle our obligations under these ~~agreements at an aggregate termination value of $1.5 million at September 30, 2017.~~agreements.

9.10. Commitments and Contingencies

Litigation

We engage in litigation from time to time with various parties as a routine part of our business, including tenant defaults. However, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows.

Environmental Matters

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

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~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

Other

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

~~10.~~11. Stockholders’ Equity and Partners’ Capital

HTALP’s operating partnership agreement provides that it will distribute cash flow from operations and net sale proceeds to its partners in accordance with their overall ownership interests at such times and in such amounts as the general partner determines. Dividend distributions are made such that a holder of ~~one~~1 OP Unit in HTALP will receive distributions from HTALP in an amount equal to the dividend distributions paid to the holder of one share of our common stock. In addition, for each share of common stock issued or redeemed by ~~us,~~HTA, HTALP issues or redeems a corresponding number of OP Units.

~~During the nine months ended September 30, 2017, we issued $1.7 billion of equity at an average price of $28.70 per share.~~

Common Stock Offerings

In ~~September 2017,~~March 2021, we entered into ~~new~~ equity distribution agreements with ~~our~~ various sales agents with respect to our at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to ~~$500.0 million. We contemporaneously terminated~~$750.0 million, which replaces our prior ATM equity distribution agreements. During the nine months ended September 30, 2017, and under the previous ATM, we issued and sold 3,998,000 shares of our common stock for $125.7 million of gross proceeds at an average price of $31.45 per share.offering program that expired in February 2021. As of ~~September 30, 2017, $500.0~~March 31, 2021, $750.0 million remained available for issuance by us under ~~the September 2017~~our current ATM.

~~During~~

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

Currently, we have 4 outstanding forward sale arrangements pursuant to forward equity agreements under our prior ATM program, with total anticipated net proceeds of $277.5 million based on an average initial forward price of $29.46, subject to adjustments as provided in the ~~nine months ended~~forward equity agreements. All 4 of the arrangements mature by the middle of 2021. Refer to Note 13 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreements.

Stock Repurchase Plan

In September ~~30, 2017, we, in connection with~~2020, our Board of Directors approved the ~~Duke Acquisition, completed an underwritten public offering~~reactivation of ~~54,625,000 shares~~a stock repurchase plan authorizing us to purchase up to $300.0 million of our common stock ~~for $1.6 billion~~from time to time prior to the expiration thereof on September 22, 2023. As of ~~gross proceeds at a price of $28.50 per share.~~

~~Subsequent to September 30, 2017, we issued $200.0 million~~March 31, 2021, the remaining amount of common stock available for repurchase under ~~the ATM, including $75.0 million on a forward basis which will be issued over the next six months.~~

~~Common Unit Offerings~~

~~During the nine months ended September 30, 2017, we issued 20,687 OP Units in HTALP for approximately $0.6 million in connection with an acquisition transaction.~~

~~Subsequent to September 30, 2017, as part of an acquisition, we issued to the seller as a part of the acquisition consideration 16,972 OP Units in HTALP for approximately $0.5~~our stock repurchase plan was $300.0 million.

Common Stock Dividends

See our accompanying condensed consolidated statements of ~~operations~~equity and condensed statements of changes in partners’ capital for the dividends declared during the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016. On October 24, 2017, our Board~~2020. As of ~~Directors announced a quarterly dividend of $0.305 per share of common stock. The~~March 31, 2021, declared but unpaid dividends ~~are to be paid on January 9, 2018 to stockholders of record of our common stock on January 2, 2018.~~totaling $71.1 million were included in accounts payable and accrued liabilities.

Incentive Plan

Our ~~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~~This Plan authorizes us to grant awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; other stock-based awards, including units in HTALP; and cash-based awards. ~~Subject to adjustment as provided in the Plan, the~~The aggregate number of awards reserved and available for issuance under the Plan is 5,000,000 shares. As of ~~September 30, 2017, there were 1,689,585 awards available for grant under the Plan.~~

~~LTIP Units~~

~~Awards under the LTIP consist of Series C units in~~ ~~HTALP~~March 31, 2021, this Plan has expired and ~~were~~is currently subject to amendment which, under applicable rules of the ~~achievement~~NYSE, is required to be brought before shareholders for approval. We anticipate a new incentive plan will be voted upon at our Annual Meeting of ~~certain performance and market conditions~~Stockholders in ~~order to vest. Once vested,~~July 2021. We intend the ~~Series C units were converted into common units of HTALP, which may be converted into shares of our common stock. The LTIP awards were fully expensed or forfeited in 2015.~~

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

new Plan, as amended, will contain substantively similar features as the existing plan.

Restricted Common Stock

For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021 and 2020, we recognized compensation expense of ~~$1.7~~$3.3 million and ~~$5.5~~$3.2 million, respectively. ~~For the three and nine months ended September 30, 2016, we recognized~~Substantially all compensation expense ~~of $2.1 million and $5.1 million, respectively. Compensation expense for the three and nine months ended September 30, 2017 and 2016 were~~was recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.

As of ~~September 30, 2017~~,March 31, 2021, we had ~~$9.1~~$8.5 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of ~~1.8~~2.1 years.

The following is a summary of our restricted common stock activity as of ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively:


	March 31, 2021			March 31, 2020
	Restricted Common Stock	Weighted Average Grant Date Fair Value		Restricted Common Stock	Weighted Average Grant Date Fair Value
Beginning balance	436,399	$	28.27	600,987	$	28.04
Granted	354,288	26.20		243,037	30.23
Vested	(258,000)	27.50		(343,771)	28.81
Forfeited	(333)	30.07		(7,407)	28.83
Ending balance	532,354	$	27.45	492,846	$	28.57

September 30, 2017 September 30, 2016
Restricted Common Stock
Weighted
Average Grant
Date Fair Value
Restricted Common Stock
Weighted
Average Grant
Date Fair Value
Beginning balance 640,870
$ 27.36
487,850
$ 23.13
Granted 292,109
29.75
417,110
29.82
Vested (278,821 ) 25.31
(236,749 ) 23.27
Forfeited (58,384 ) 28.86
(24,391 ) 25.93
Ending balance 595,774
$ 29.39
643,820
$ 27.35

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~~11.~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

12. Fair Value of Financial Instruments

Financial Instruments Reported at Fair Value - Recurring

The table below presents the carrying amounts and fair values of our ~~assets and liabilities measured at fair value~~financial instruments on a recurring basis as of ~~September 30, 2017, aggregated by the applicable level in the fair value hierarchy (in thousands):~~

Level 1 Level 2 Level 3 Total
Assets:
Derivative financial instruments $ —
$ 952
$ —
$ 952
Liabilities:
Derivative financial instruments $ —
$ 1,441
$ —
$ 1,441

~~The table below presents our assets~~March 31, 2021 and ~~liabilities measured at fair value on a recurring basis as of~~ December 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 $ —

$ 541

$ —
$ 541
Liabilities:
Derivative financial instruments $ —
$ 1,920
$ —
$ 1,920

~~Financial Instruments Reported at Fair Value - Non-Recurring~~

~~The table below presents our assets measured at fair value on a non-recurring basis as of September 30, 2017, aggregated by the applicable level in the fair value hierarchy (in thousands):~~

Level 1 Level 2 Level 3 Total
Assets:
MOB⁽¹⁾
$ —
$ 1,423
$ —
$ 1,423

(1) During the nine months ended September 30, 2017, we recognized a $5.1 million impairment charge to one MOB. The estimated fair value as of September 30, 2017 for this MOB was based upon real estate market comparables.

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~The table below presents our assets measured at fair value on a non-recurring basis as of December 31, 2016, aggregated by the applicable level in the fair value hierarchy~~2020 (in thousands):


	March 31, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Level 2 - Assets:
Derivative financial instruments	$	0	$	—	$	0	$	0
Level 2 - Liabilities:
Derivative financial instruments	$	12,222	$	12,222	$	14,957	$	14,957
Debt	3,027,732		3,123,473		3,026,999		3,258,573

Level 1 Level 2 Level 3 Total
Assets:
MOB⁽¹⁾
$ —
$ 8,191
$ —
$ 8,191

(1) During the year ended December 31, 2016, we recognized impairment charges of $1.3 million and $1.8 million to the carrying value of two MOBs. The estimated fair value as of December 31, 2016 for these two MOBs was based upon a pending sales agreement and real estate market comparables.

~~There have been no transfers~~The carrying amounts of ~~assets or~~cash and cash equivalents, tenant and other receivables, restricted cash, accounts payable, and accrued 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.~~approximate fair value. Although we have determined that the majority of the inputs used to value our ~~interest rate swap derivatives~~cash flow hedges fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our ~~interest rate swap derivative~~cash flow hedge positions and have determined that the credit valuation adjustments are not significant to their overall valuation. As a result, we have determined that our ~~interest rate swap derivative~~cash flow hedge valuations in their entirety are classified in Level 2 of the fair value hierarchy.For further discussion of the assumptions considered, refer to Note 2 - Summary of Significant Accounting Policies.

Financial Instruments ~~Disclosed~~Reported at Fair Value - Non-Recurring

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

13. Per Share Data of HTA

Currently, we have 4 outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $277.5 million, based on an average initial forward price of $29.46, subject to adjustments as provided in the forward equity agreements. All 4 of the arrangements mature by the middle of 2021.

To account for ~~these~~the forward equity agreements, we considered the accounting guidance governing financial instruments ~~because~~and derivatives and concluded that our forward equity agreements were not liabilities as they did not embody obligations to repurchase our shares of common stock nor did they embody obligations to issue a variable number of shares for which the ~~short period of time between origination of the instruments and their expected realization. All of these financial instruments are considered Level 2.~~

~~The fair~~monetary value ~~of debt is estimated using borrowing rates available to us~~was predominately fixed, varying with ~~similar terms and maturities, which is considered a Level 2 input. As of September 30, 2017,~~something other than the fair value of the ~~debt was $2,913.3 million compared~~shares, or varying inversely in relation to our shares. We also evaluated whether the agreements met the derivatives and hedging guidance scope exception to be accounted for as equity instruments and concluded that the agreements can be classified as an equity contract based on the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the ~~carrying value of $2,856.8 million. As of December 31, 2016, the fair value~~market for our own stock price and operations; and (ii) none of the ~~debt~~settlement provisions precluded the agreements from being indexed to our own common stock.

In addition, we considered the potential dilution resulting from the forward equity agreements mentioned above on our earnings per common share calculations. We use the treasury method to determine the dilution resulting from the forward equity agreements during the period of time prior to settlement. The impact to our weighted-average shares - diluted was ~~$1,784.0 million compared~~anti-dilutive in nature and, thus, approximately 505,000 shares were excluded from the calculation for the three months ended March 31, 2021. For the three months ended March 31, 2020, the impact to our weighted-average shares - diluted was dilutive and thus, approximately 255,000 shares were added to the ~~carrying value of $1,768.9 million.~~

~~12. Per Share Data of HTA~~calculation.

We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method. The resulting classes are our common stock and restricted stock. Our forward equity agreements are not considered a participating security and, therefore, are not included in the computation of earnings per share using the two-class method. For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.

Table of Contents

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

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively (in thousands, except per share data):


	Three Months Ended March 31,
	2021		2020
Numerator:
Net income	$	22,393	$	18,208
Net income attributable to noncontrolling interests	(363)		(307)
Net income attributable to common stockholders	$	22,030	$	17,901
Denominator:
Weighted average shares outstanding - basic	218,753		216,692
Dilutive shares - OP Units convertible into common stock	3,515		3,676
Dilutive effect of forward equity sales agreement	0		255
Adjusted weighted average shares outstanding - diluted	222,268		220,623
Earnings per common share - basic
Net income attributable to common stockholders	$	0.10	$	0.08
Earnings per common share - diluted
Net income attributable to common stockholders	$	0.10	$	0.08

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Numerator:
Net income $ 13,957
$ 6,639
$ 22,105
$ 30,191
Net income attributable to noncontrolling interests (194 ) (212 ) (715 ) (830 )
Net income attributable to common stockholders $ 13,763
$ 6,427
$ 21,390
$ 29,361
Denominator:
Weighted average shares outstanding - basic 200,674
138,807
173,189
134,905
Dilutive shares 4,121
4,331
4,221
3,409
Weighted average shares outstanding - diluted 204,795
143,138
177,410
138,314
Earnings per common share - basic
Net income attributable to common stockholders $ 0.07
$ 0.05
$ 0.12
$ 0.22
Earnings per common share - diluted
Net income attributable to common stockholders $ 0.07
$ 0.04
$ 0.12
$ 0.21

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~13.~~14. Per Unit Data of HTALP

Currently, we have 4 outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $277.5 million, subject to adjustments as provided in the forward equity agreements. All 4 of the arrangements mature by the middle of 2021. Refer to Note 13 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreements executed in 2019 and March 2020.

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively (in thousands, except per unit data):


	Three Months Ended March 31,
	2021		2020
Numerator:
Net income	$	22,393	$	18,208
Net income attributable to noncontrolling interests	0		0
Net income attributable to common unitholders	$	22,393	$	18,208
Denominator:
Weighted average OP Units outstanding - basic	222,268		220,368

Dilutive effect of forward equity sales agreement	0		255
Adjusted weighted average units outstanding - diluted	222,268		220,623
Earnings per common unit - basic:
Net income attributable to common unitholders	$	0.10	$	0.08
Earnings per common unit - diluted:
Net income attributable to common unitholders	$	0.10	$	0.08

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Numerator:
Net income $ 13,957
$ 6,639
$ 22,105
$ 30,191
Net income attributable to noncontrolling interests (28 ) (1 ) (80 ) (28 )
Net income attributable to common unitholders $ 13,929
$ 6,638
$ 22,025
$ 30,163
Denominator:

Weighted average units outstanding - basic 204,795
143,137
177,410
138,314
Dilutive units —
—
—
—
Weighted average units outstanding - diluted 204,795
143,137
177,410
138,314
Earnings per common unit - basic:
Net income attributable to common unitholders $ 0.07
$ 0.05
$ 0.12
$ 0.22
Earnings per common unit - diluted:
Net income attributable to common unitholders $ 0.07
$ 0.05
$ 0.12
$ 0.22

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~~14.~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

15. Supplemental Cash Flow Information

The following is the supplemental cash flow information for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively (in thousands):


	Three Months Ended March 31,
	2021		2020
Supplemental Disclosure of Cash Flow Information:
Interest paid, net of capitalized interest	$	38,605	$	34,062
Cash paid for operating leases	4,554		3,352

Supplemental Disclosure of Noncash Investing and Financing Activities:
Accrued capital expenditures	$	19,013	$	8,923
Dividend distributions declared, but not paid	71,146		69,731


Redemption of noncontrolling interest	255		6,776

ROU assets obtained in exchange for lease obligations	3,995		0

Nine Months Ended September 30,
2017 2016
Supplemental Disclosure of Cash Flow Information:
Interest paid $ 51,066
$ 39,321
Income taxes paid 997
934

Supplemental Disclosure of Noncash Investing and Financing Activities:
Accrued capital expenditures $ 4,185
$ 2,868
Debt and interest rate swaps assumed and entered into in connection with an acquisition 286,000
21,156
Dividend distributions declared, but not paid 62,494
43,530
Issuance of operating partnership units in connection with an acquisition 610
71,754
Note receivable included in the consideration of a disposition —
3,000
Note receivable retired in connection with an acquisition 2,494
—
Redeemable noncontrolling interest assumed in connection with an acquisition —
5,449
Redemption of noncontrolling interest 5,694
5,709

Table of Contents

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

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

The following discussion should be read in conjunction with our condensed consolidated financial statements and notes appearing elsewhere in this Quarterly Report, as well as with the audited consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our ~~2016~~2020 Annual Report on Form 10-K. ~~Such condensed consolidated financial statements and information have been prepared to reflect HTA and HTALP’s financial position as of~~ ~~September 30, 2017~~ ~~and December 31, 2016, together with results of operations and cash flows for the three and nine months ended September 30, 2017 and 2016.~~

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

•Forward-Looking Statements;

•Executive Summary;

•Company Highlights;

•Critical Accounting Policies;

•Recently Issued or Adopted Accounting Pronouncements;

•Factors Which May Influence Results of Operations;

•Results of Operations;

•Non-GAAP Financial Measures;

•Liquidity and Capital Resources;

•Commitments and Contingencies;

•Debt Service Requirements;

•Off-Balance Sheet Arrangements; and

•Inflation.

Forward-Looking Statements

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

Any such forward-looking statements reflect our current views about future events, are subject to unknown risks, uncertainties, and other factors, and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide dividends to stockholders and maintain the value of our real estate properties, may be significantly hindered. Factors that might impair our ability to meet such forward-looking statements include, without limitation, those discussed in Part I, Item 1A - Risk Factors in our ~~2016~~2020 Annual Report on Form 10-K, which is incorporated ~~herein.~~

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herein and those discussed in Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.

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

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

Executive Summary

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

Since 2006, we have invested ~~$7.0~~$7.5 billion ~~to create a portfolio of~~primarily in MOBs, development projects, land and other healthcare real estate assets consisting of approximately ~~24.2~~25.6 million square feet of GLA throughout the U.S. As of September 30, 2017, our portfolio included $2.24 billion of investments, net of development credits received at closing in connection with our Duke Acquisition, which includes a 50% ownership interest in an unconsolidated joint venture for $68.8 million as of the date of acquisition. Our only remaining obligations related to the Duke Acquisition are the potential acquisition of a land parcel in Miami, FL and a single property in Texas that are each currently excluded from our purchase obligations due to current outstanding physical condition issues.

~~As of September 30, 2017, approximately 96%~~Approximately 67% of our portfolio ~~based on GLA, was~~is located on the campuses of, or ~~aligned with,~~adjacent to, nationally orand regionally recognized healthcare systems. Our portfolio is diversified geographically across 3332 states, with no state having more than ~~19%~~20% of our total GLA as of ~~September 30, 2017.~~March 31, 2021. We are concentrated in 20 to 25 key markets that are experiencing higher economic and demographic trends than other markets, on average, that we expect will drive demand for MOBs. ~~Approximately 92%~~As of March 31, 2021, we had approximately 1 million square feet of GLA in ten of our top 20 markets and approximately 93% of our portfolio, based on GLA, is located in the top 75 ~~MSAs~~Metropolitan Statistical Area ("MSAs"), with ~~Atlanta,~~Dallas, Boston, ~~Dallas,~~ Houston, Miami and ~~Tampa~~Indianapolis being our largest markets by ~~investment.~~annualized base rent.

Company Highlights

Portfolio Operating Performance

•For the three months ended ~~September 30, 2017,~~March 31, 2021, our total revenue ~~increased 48.7%, or $57.7 million, to $176.0~~was $191.5 million, compared to $185.8 million for the three months ended ~~September 30, 2016. For the nine months ended September 30, 2017, our total revenue increased 29.9%, or $101.3 million, to $440.2 million, compared to the nine months ended September 30, 2016.~~March 31, 2020.

•For the three months ended ~~September 30, 2017,~~March 31, 2021, our net income was $22.4 million, compared to $18.2 million, for the three months ended March 31, 2020.

•For the three months ended March 31, 2021, our net income attributable to common stockholders was ~~$0.07~~$0.10 per diluted share, or ~~$13.8~~$22.0 million, compared to ~~$0.04~~$0.08 per diluted share, or ~~$6.4~~$17.9 million for the three months ended September 30, 2016. For the nine months ended September 30, 2017, net income attributable to common stockholders was $0.12 per diluted share, or $21.4 million, compared to $0.21 per diluted share, or $29.4 million, for the nine months ended September 30, 2016.March 31, 2020.

•For the three months ended ~~September 30, 2017,~~March 31, 2021, HTA’s FFO, as defined by NAREIT, was ~~$0.41~~$97.8 million, or $0.44 per diluted share, compared to $0.42 per diluted share, or ~~$84.2~~$93.1 million, ~~an increase of $0.03 per diluted share, or 7.9%, compared to~~for the three months ended September 30, 2016. For the nine months ended September 30, 2017, HTA’s FFO was $198.7 million, or $1.12 per diluted share, consistent with the per diluted share for the nine months ended September 30, 2016.March 31, 2020.

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•For the three months ended ~~September 30, 2017,~~March 31, 2021, HTALP’s FFO was ~~$0.41~~$98.2 million, or $0.44 per diluted OP Unit, compared to $0.42 per diluted OP unit, or ~~$84.4~~$93.4 million, ~~an increase of $0.03 per diluted unit, or 7.9%, compared to~~for the three months ended September 30, 2016. For the nine months ended September 30, 2017, HTALP’s FFO was $199.3 million, or $1.12 per diluted unit, consistent with the per diluted unit for the nine months ended September 30, 2016.March 31, 2020.

•For the three months ended ~~September 30, 2017,~~March 31, 2021, HTA’s and HTALP’s Normalized FFO was $0.44 per diluted share and OP Unit, or $98.3 million, compared to $0.42 per diluted share and ~~unit,~~OP Unit, or ~~$85.4~~$93.6 million ~~an increase of $0.02 per diluted share and unit, or 5.0%, compared to~~for the three months ended September 30, 2016. For the nine months ended September 30, 2017, HTA’s and HTALP’s Normalized FFO was $1.21 per diluted share and unit, or $215.2 million, an increase of $0.01 per diluted share and unit, or 0.8%, compared to the nine months ended September 30, 2016.March 31, 2020.

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

•For the three months ended ~~September 30, 2017,~~March 31, 2021, our ~~Net Operating Income (“NOI”) increased 46.9%, or $38.2 million, to $119.7~~NOI was $131.9 million, compared to $128.9 million for the three months ended ~~September 30, 2016. For the nine months ended September 30, 2017, our NOI increased 29.0%, or $67.8 million, to $301.3 million, compared to the nine months ended September 30, 2016.~~March 31, 2020.

•For the three months ended ~~September 30, 2017,~~March 31, 2021, our Same-Property Cash NOI increased ~~2.9%~~1.6%, or ~~$2.2~~$1.9 million, to ~~$80.3~~$123.0 million, compared to $121.1 million for the three months ended ~~September 30, 2016. For the nine months ended September 30, 2017, our Same-Property Cash NOI increased 3.1%, or $6.6 million, to $217.8 million, compared to the nine months ended September 30, 2016.~~March 31, 2020.

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

~~Internal Growth through Proactive Asset Management Leasing and Property Management~~

~~We believe we have the largest operating platform in the medical office space that consists~~

Table of ~~asset management, leasing and in-house property management which allows us to better manage and service our existing portfolio.~~Contents

~~As of September 30, 2017, our in-house property management and leasing platform operated approximately 22.2 million square feet of GLA, or 92%, of our total portfolio.~~

~~As of September 30, 2017, our leased rate (includes leases which have been executed, but which have not yet commenced) was 91.7% by GLA and our occupancy rate was 90.6% by GLA.~~

We entered into new and renewal leases on approximately 745,000 square feet of GLA and 2.0 million square feet of GLA, or 3.1% and 8.4%, respectively, of our portfolio, during the three and nine months ended September 30, 2017, respectively.

Tenant retention for the Same-Property portfolio was 75% and 78%, which included approximately 289,000 square feet of GLA and 1.3 million square feet of GLA of expiring leases, for the quarter and year-to-date, respectively, which we believe is indicative of our commitment to maintaining buildings in desirable locations and fostering strong tenant relationships. Tenant retention is defined as the sum of the total leased GLA of tenants that renewed a lease during the period over the total GLA of leases that renewed or expired during the period.

Key Market Focused Strategy and Investments

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

•Our investment strategy includes alignment with key healthcare systems, hospitals, and leading academic medical universities. We are the largest owner of ~~these markets, we have established a strong asset management and leasing platform that has allowed us to develop valuable relationships~~on-campus or adjacent MOBs in the country, with health systems, physician practices, universities, and regional development firms that have led to investment and leasing opportunities. Our local platforms have also enabled us to focus on generating cost efficiencies as we gain scale across individual markets and regions.

~~As of September 30, 2017, we had an average of 1.1~~approximately 17.2 million square feet of GLA, ~~in each~~or 67%, of our ~~top ten markets. We expect to establish this scale across~~portfolio located in these locations. The remaining 33% of our portfolio is located in core community outpatient locations where healthcare is increasingly being delivered.

•Over the past decade, our investments have been focused in our 20 to 25 key markets aswhich we believe will outperform the broader U.S. markets from an economic and demographic perspective. As of March 31, 2021, approximately 93% of our ~~portfolio expands.~~

portfolio’s GLA is located in the top 75 MSAs. Our key markets represent top MSAs with strong growth metrics in jobs, household income and population, as well as low unemployment and mature healthcare infrastructures. Many of our key markets are also supported by strong university systems.

•Our ~~investment strategy includes alignment with~~ key ~~healthcare systems, hospitals and leading academic medical universities.~~

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Over the last several years, our investments have been focused in our key markets, with the majority of our investments also being located either on the campuses of, or aligned with, nationally and regionally recognized healthcare systems.

During the nine months ended September 30, 2017, we acquired investments totaling $2.7 billion, including the Duke Acquisition of $2.24 billion, net of development credits we received at closing, which were located substantially in certain of ourmarket focus has enabled us to establish scale across 20 to 25 key markets and effectively utilize our asset management and leasing platform to deliver consistent same store growth and additional yield on investments, as well as cost effective service to tenants. As of March 31, 2021, we had approximately 1 million square feet of GLA in ten of our top 20 markets and approximately 0.5 million square feet of GLA in 17 of our top 20 markets.

•During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, we ~~completed the disposition~~closed on $32.5 million worth of ~~an MOB~~investments, primarily located in ~~Texas~~our existing key markets, totaling approximately 117,000 square feet of GLA.

Internal Growth through Proactive In-House Property Management and Leasing

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

•As of March 31, 2021, our in-house asset management and leasing platform operated approximately 24.7 million square feet of GLA, or 97% of our total portfolio.

•As of March 31, 2021, our leased rate (which includes leases which have been executed, but which have not yet commenced) was 89.2% by GLA and our occupancy rate was 87.9% by GLA.

•We entered into new and renewal leases on approximately 0.7 million square feet of GLA, or approximately 2.8% of the GLA of our total portfolio, during the three months ended March 31, 2021.

•During the three months ended March 31, 2021, tenant retention for the Same-Property portfolio was 66%. Tenant retention is defined as the sum of the total leased GLA of tenants that renewed a ~~gross sales price~~lease during the period over the total GLA of ~~$5.0 million.~~leases that renewed or expired during the period.

Financial Strategy and Balance Sheet Flexibility

•As of ~~September 30, 2017,~~March 31, 2021, we had total leverage, measured by debt less cash and cash equivalents to total capitalization, of ~~31.9%~~32.8%. Total liquidity was ~~$928.9 million, including cash and cash equivalents~~approximately $1.3 billion, inclusive of ~~$9.4 million and $919.5 million~~$1.0 billion available on our unsecured revolving credit facility, ~~(includes the impact of $5.5~~$277.5 million of ~~outstanding letters~~forward equity agreements, and cash and cash equivalents of ~~credit)~~$30.0 million as of ~~September 30, 2017.~~March 31, 2021.

~~During~~•As of March 31, 2021, the ~~nine months ended September 30, 2017, we issued and sold $1.7 billion~~weighted average remaining term of equity at an average price of $28.70 per share. This consisted of $1.6 billion from the sale of common stock in an underwritten public offering at an average price of $28.50 per share, $125.7 million from the sale of common stock under our ~~previous ATM at an average price of $31.45 per share, and $0.6 million from the issuance of OP Units in connection with an acquisition transaction.~~

In September 2017, we entered into new equity distribution agreements with our various sales agents with respect to our ATM offering program of common stock with an aggregate sales amount of up to $500.0 million.

In June 2017, we issued in a public offering (i) $400.0 million of 5-year unsecured senior notes, with a coupon of 2.95% per annum and (ii) $500.0 million of 10-year unsecured senior notes, with a coupon of 3.75% per annum.

~~In addition, as part of the Duke Acquisition, we were required by the seller to execute as the borrower a $286.0 million Promissory Note with an interest rate of 4.0% per annum, maturing in 2020.~~

On July 27, 2017, we entered into an amended and restated $1.3 billion Unsecured Credit Agreement which increased the amount available under the unsecured revolving credit facility to $1.0 billion and extended the maturities of the unsecured revolving credit facility to June 30, 2022 and for the $300.0 million unsecured term loan until February 1, 2023. The interest rate on the unsecured revolving credit facility is adjusted LIBOR plus a margin ranging from 0.83% to 1.55% per annum based on HTA’s credit rating.

~~On October 24, 2017, our Board of Directors announced a quarterly dividend of $0.305 per share of common stock.~~debt portfolio was 6.9 years.

Critical Accounting Policies

The complete list of our critical accounting policies was disclosed in our ~~2016~~2020 Annual Report on Form 10-K. ~~There~~Additionally, in light of the COVID-19 pandemic, we believe we have ~~been no material changes to~~included all relevant information when determining our ~~critical~~management estimates and that these estimates are in line with our established policies. For further information on other significant accounting policies ~~as disclosed therein.~~

~~Recently Issued or Adopted Accounting Pronouncements~~

~~See~~that impact us, see Note 2 - Summary of Significant Accounting Policies ~~to our~~in the accompanying condensed consolidated financial ~~statements for a discussion of~~statements.

Recently Issued or Adopted Accounting Pronouncements

For detail on recently issued ~~or adopted~~ accounting ~~pronouncements.~~pronouncements see Note 2 - Summary of Significant Accounting Policies in the accompanying condensed consolidated financial statements.

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Factors Which May Influence Results of Operations

The novel coronavirus, or COVID-19 pandemic, continues to impact economies and markets worldwide. All our buildings have remained in operation throughout the course of the pandemic. However, we addressed periodic requests from a number of our tenants about their ability to defer payment of a portion of their rents for a limited duration. We evaluated each such request on a case by case basis. In 2020, which is the period that we believe constituted the majority of our COVID-related deferral requests, we approved deferral plans totaling approximately $11.1 million, of which approximately $9.2 million of these deferrals have been repaid through March 31, 2021. There are no substantial outstanding requests for assistance from tenants. Payments of rent deferrals are generally expected to be repaid within the next 3 to 6 months. As of March 31, 2021, we have not granted unilateral rent forgiveness in connection with our deferral program, however, we may do so in the future if conditions and the specific economics warrant the use of such measures.

In addition, in 2020 we entered into certain lease modifications in the form of early renewals where we provide concessions in the form of free rent, which averaged three months at the inception of the lease, in exchange for additional term, which, averaged approximately three years. During the three months ended March 31, 2021, we have not entered into any material deferral arrangements or early renewal leases with substantive amounts of free rent or other forms of concession at the onset of the lease as a result of COVID-19. Although we did not experience significant disruptions from the COVID-19 pandemic during the three months ended March 31, 2021, should current and planned measures, including further development and delivery of vaccines and other measures intended to reduce or eliminate the spread of COVID-19, past and/or proposed economic stimulus, and other laws, acts and orders proposed or enacted by federal, state and local agencies or foreign governments, ultimately not be successful or limited in their efficacy, our business and the broader real estate industry may experience significant adverse consequences. These consequences include loss of revenues, increased expenses, increased costs of materials, difficulty in maintaining an active workforce, and constraints on our ability to secure capital or financing, among other factors.

Other than the above, we are not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally and the risk factors previously ~~listed~~discussed in Part I, Item 1A - Risk Factors, in our ~~2016~~2020 Annual Report on Form 10-K, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income from the investment, management and operation of our properties.

Rental Income

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

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Investment Activity

~~Including~~During the ~~Duke Acquisition, during the~~ ~~nine~~three months ended ~~September 30, 2017~~, we had investments with an aggregate purchase price of $2.7 billion, which included a 50% ownership in an unconsolidated joint venture as of the date of the acquisition, and a disposition with a gross sales price of $5.0 million. During the nine months ended September 30, 2016,March 31, 2021, we had investments with an aggregate gross purchase price of ~~$633.0 million and a disposition~~$32.9 million. During the three months ended March 31, 2020, we had investments with aan aggregate gross ~~sales~~purchase price of ~~$26.5~~$41.7 million. The amount of any future acquisitions or dispositions could have a significant impact on our results of operations in future periods.

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Results of Operations

Comparison of the ~~three months ended September 30, 2017~~Three Months Ended March 31, 2021 and ~~2016~~, ~~respectively, is set forth below:~~

Three Months Ended September 30,
2017 2016 Change % Change
Revenues:
Rental income $ 175,431
$ 118,252
$ 57,179
48.4 %
Interest and other operating income 563
88
475
NM
Total revenues 175,994
118,340
57,654
48.7
Expenses:
Rental 56,331
36,885
19,446
52.7
General and administrative 8,283
7,293
990
13.6
Transaction 261
1,122
(861 ) (76.7 )
Depreciation and amortization 70,491
47,864
22,627
47.3
Total expenses 135,366
93,164
42,202
45.3
Income before other income (expense) 40,628
25,176
15,452
61.4
Interest expense:
Interest related to derivative financial instruments (264 ) (552 ) 288
52.2
Gain (loss) on change in fair value of derivative financial instruments, net —
1,306
(1,306 ) (100.0 )
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments (264 ) 754
(1,018 ) (135.0 )
Interest related to debt (25,924 ) (16,386 ) (9,538 ) (58.2 )
Loss on extinguishment of debt, net (774 ) (3,000 ) 2,226
74.2
Income from unconsolidated joint venture 318
—
318
NM
Other (expense) income (27 ) 95
(122 ) NM
Net income $ 13,957
$ 6,639
$ 7,318
110.2 %

NOI $ 119,663
$ 81,455
$ 38,208
46.9 %
Same-Property Cash NOI $ 80,285
$ 78,043
$ 2,242
2.9 %

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~~Comparison of the nine months ended September 30, 2017 and 2016, respectively, is set forth below:~~

Nine Months Ended September 30,
2017 2016 Change % Change
Revenues:
Rental income $ 438,949
$ 338,646
$ 100,303
29.6 %
Interest and other operating income 1,271
243
1,028
NM
Total revenues 440,220
338,889
101,331
29.9
Expenses:
Rental 138,874
105,299
33,575
31.9
General and administrative 25,178
20,879
4,299
20.6
Transaction 5,618
4,997
621
12.4
Depreciation and amortization 172,900
130,430
42,470
32.6
Impairment 5,093
—
5,093
NM
Total expenses 347,663
261,605
86,058
32.9
Income before other income (expense) 92,557
77,284
15,273
19.8
Interest expense:
Interest related to derivative financial instruments (827 ) (1,856 ) 1,029
55.4
Gain (loss) on change in fair value of derivative financial instruments, net 884
(2,144 ) 3,028
141.2
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments 57
(4,000 ) 4,057
101.4
Interest related to debt (59,688 ) (44,503 ) (15,185 ) (34.1 )
Gain on sale of real estate, net 3
4,212
(4,209 ) (99.9 )
Loss on extinguishment of debt, net (11,192 ) (3,022 ) (8,170 ) NM
Income from unconsolidated joint venture 381
—
381
NM
Other (expense) income (13 ) 220
(233 ) (105.9 )
Net income $ 22,105
$ 30,191
$ (8,086 ) (26.8 )%

NOI $ 301,346
$ 233,590
$ 67,756
29.0 %
Same-Property Cash NOI $ 217,758
$ 211,128
$ 6,630
3.1 %
2020

As of ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, we owned and operated approximately ~~24.2~~25.6 million and ~~17.6~~24.9 million square feet of GLA, respectively, with a leased rate of ~~91.7%~~89.2% and ~~91.8%~~90.8%, respectively ~~(includes~~(including leases which have been executed, but which have not yet commenced), and an occupancy rate of ~~90.6%~~87.9% and ~~91.3%~~89.9%, respectively. All explanations are applicable to both HTA and HTALP unless otherwise noted.

Comparison of the three months ended March 31, 2021 and 2020, respectively, is set forth below (in thousands):


	Three Months Ended March 31,
	2021		2020		Change		% Change
Revenues:
Rental income	$	191,350	$	185,531	$	5,819	3.1	%
Interest and other operating income	143		245		(102)		(41.6)
Total revenues	191,493		185,776		5,717		3.1
Expenses:
Rental	59,579		56,862		2,717		4.8
General and administrative	10,560		11,518		(958)		(8.3)
Transaction	96		140		(44)		(31.4)
Depreciation and amortization	76,274		77,665		(1,391)		(1.8)

Interest expense	22,986		23,872		(886)		(3.7)
Total expenses	169,495		170,057		(562)		(0.3)
Gain on sale of real estate, net	—		1,991		(1,991)		(100.0)

Income from unconsolidated joint venture	392		422		(30)		(7.1)
Other income	3		76		(73)		(96.1)
Net income	$	22,393	$	18,208	$	4,185	23.0	%

NOI	$	131,914	$	128,914	$	3,000	2.3	%
Same-Property Cash NOI	$	122,990	$	121,086	$	1,904	1.6	%

Rental Income

For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively, rental income was comprised of the following (in thousands):


	Three Months Ended March 31,
	2021		2020		Change		% Change
Contractual rental income	$	182,512	$	175,839	$	6,673	3.8	%
Straight-line rent and amortization of above and (below) market leases	5,247		6,094		(847)		(13.9)
Other rental revenue	3,591		3,598		(7)		(0.2)
Total rental income	$	191,350	$	185,531	$	5,819	3.1	%

Three Months Ended September 30,
2017 2016 Change % Change
Contractual rental income $ 169,099
$ 114,202
$ 54,897
48.1 %
Straight-line rent and amortization of above and (below) market leases 4,269
2,299
1,970
85.7
Other operating revenue 2,063
1,751
312
17.8
Total rental income $ 175,431
$ 118,252
$ 57,179
48.4 %

Nine Months Ended September 30,
2017 2016 Change % Change
Contractual rental income $ 423,696
$ 327,779
$ 95,917
29.3 %
Straight-line rent and amortization of above and (below) market leases 9,475
6,503
2,972
45.7
Other operating revenue 5,778
4,364
1,414
32.4
Total rental income $ 438,949
$ 338,646
$ 100,303
29.6 %

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Contractual rental income, which includes expense reimbursements, increased ~~$54.9 million and $95.9~~$6.7 million for the three ~~and nine~~ months ended ~~September 30, 2017, respectively,~~March 31, 2021, compared to the three ~~and nine~~ months ended ~~September 30, 2016.~~March 31, 2020. The ~~increases were~~increase was primarily due to ~~$53.2 million and $94.6 million of~~ additional contractual rental income of $4.3 million from our ~~2016~~2020 and ~~2017~~2021 acquisitions, ~~(including properties owned during both periods) for the three and nine months ended September 30, 2017, respectively,~~ and contractual rent increases ~~partially offset by a decrease in contractual rent as a result of buildings we sold during 2016 and 2017.~~for the three months ended March 31, 2021.

Average starting and ~~ending annual~~expiring base rents ~~for GLA entered into~~ for new and renewal leases consisted of the following for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively (in ~~square feet and~~thousands, except in average base rents per square foot of GLA):


	Three Months Ended March 31,
	2021		2020
New and renewal leases:
Average starting base rents	$	24.75	$	25.37
Average expiring base rents	22.99		24.99

Square feet of GLA	705		885

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
New and renewal leases:
Average starting annual base rents $ 22.34
$ 25.17
$ 22.46
$ 22.67
Average ending annual base rents 21.94
24.60
22.47
22.54

Square feet of GLA 745,000
339,000
2,040,000
1,125,000

Table of Contents

Lease rates can vary across markets, and lease rates that are considered above or below current market rent may change over time. Leases that expired in ~~2017~~2021 had rents that we believed were at market rates. In general, leasing concessions vary depending on lease type, term, geography, and ~~term.~~supply/demand dynamics.

Tenant improvements, leasing commissions and tenant concessions for new and renewal leases consisted of the following for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively (in per square foot of GLA):


	Three Months Ended March 31,
	2021		2020
New leases:
Tenant improvements	$	22.34	$	36.09
Leasing commissions	3.63		2.51
Tenant concessions	7.14		5.11
Renewal leases:
Tenant improvements	$	5.03	$	6.26
Leasing commissions	2.21		3.70
Tenant concessions	0.16		0.60

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
New leases:
Tenant improvements $ 17.18
$ 20.28
$ 18.18
$ 21.10
Leasing commissions 1.92
4.91
2.01
4.29
Tenant concessions 1.93
3.81
2.68
3.92
Renewal leases:
Tenant improvements $ 8.58
$ 9.46
$ 7.50
$ 6.19
Leasing commissions 1.02
2.32
1.09
1.57
Tenant concessions 0.80
1.71
1.45
1.06

The average term for new and renewal leases executed consisted of the following for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively (in years):


	Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
	2017	2016	2017	2016		2021	2020
New leases	6.2	5.4	5.8	5.4	New leases	4.4	9.9
Renewal leases	5.5	4.5	5.0	4.8	Renewal leases	4.2	4.5

Rental Expenses

For the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, rental expenses attributable to our properties were ~~$56.3~~$59.6 million and ~~$36.9 million, respectively. For the nine months ended September 30, 2017 and 2016, rental expenses attributable to our properties were $138.9 million and $105.3~~$56.9 million, respectively. The ~~increases~~increase in rental expenses ~~were~~was primarily due to ~~$20.9 million and $34.8~~$1.3 million of additional rental expenses associated with our ~~2016~~2020 and ~~2017~~2021 acquisitions for the three ~~and nine~~ months ended ~~September 30, 2017, respectively, partially offset by improved operating efficiencies and a decrease in rental expenses as a result~~March 31, 2021, with the remainder of the ~~buildings we sold~~increase primarily due to increased expenses from weather-related events experienced during ~~2016 and 2017.~~the quarter.

General and Administrative ~~Expenses~~

~~For the three months ended September 30, 2017 and 2016, general and administrative expenses were $8.3 million and $7.3 million, respectively. For the nine months ended September 30, 2017 and~~ 2016, general and administrative expenses were $25.2 million and $20.9 million, respectively. General and administrative expenses include such costs as salaries, corporate overhead and professional fees, among other items.

~~Table of Contents~~

~~Transaction~~ Expenses

For the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, transaction~~2020, general and administrative expenses were ~~$0.3~~$10.6 million and ~~$1.1 million, respectively. For the nine months ended September 30, 2017 and 2016, transaction expenses were $5.6 million and $5.0~~$11.5 million, respectively. The ~~increase~~decrease was primarily due to a reduction in transaction expenses, which have been adjusted to reflect the prospective presentation of the early adoption of ASU 2017-01 as of January 1, 2017, include $4.6 million of compensation and severance payments to Duke employees pursuant to the Duke Purchase Agreements in connection with the Duke Acquisition. As a result of the adoption, a significant portion of these expenses are now capitalized as part of our investment allocations.corporate overhead expenses.

Depreciation and Amortization Expense

For the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, depreciation and amortization expense was ~~$70.5~~$76.3 million and ~~$47.9~~$77.7 million, respectively. ~~For the nine months ended September 30, 2017~~This increase was associated with our 2020 and ~~2016, depreciation and amortization expense was $172.9 million and $130.4 million, respectively. The increases in depreciation and amortization expense were primarily due to the increase~~ ~~in the size~~2021 acquisitions, partially offset by buildings we disposed of ~~our portfolio.~~during 2020.

~~Impairment~~Interest Expense

During the nine months ended September 30, 2017, we recorded an impairment charge of $5.1 million that related to an MOB in our portfolio located in Massachusetts. We did not record any impairment charges forFor the three months ended ~~September 30, 2017 or the three~~March 31, 2021 and ~~nine months ended September 30, 2016.~~

~~Interest Expense and Net Change in Fair Value of Derivative Financial Instruments~~

~~Interest~~2020, interest expense ~~excluding the impact of the net change in fair value of derivative financial instruments, increased by $9.3~~was $23.0 million and ~~$14.2~~$23.9 million, ~~during the three and nine months ended September 30, 2017, respectively,~~respectively. The decrease in interest expense is primarily due to lower average interest rates as compared to the three and nine months ended September 30, 2016. The increases were primarily the result of higher average debt outstanding during the three and nine months ended September 30, 2017, as a result of partially funding our investments over the last 12 months with debt and a changesame period in the composition of debt, driven by an increase in long-term senior unsecured notes, including the $350.0 million 10-year senior unsecured notes issued in July 2016 at a coupon rate of 3.50% per annum, the $400.0 million and $500.0 million 5-year and 10-year senior unsecured notes issued in June 2017 at a coupon rate of 2.95% per annum and 3.75% per annum, respectively.

During the three months ended September 30, 2017, no gain or loss on change in fair value was recorded as we did not have any derivative financial instruments classified as non-designated hedges. During the three months ended September 30, 2016, the fair market value of our derivatives had a net increase of $1.3 million. During the nine months ended September 30, 2017, the fair market value of our derivatives increased $0.9 million, compared to a net decrease of $2.1 million during the nine months ended September 30, 2016.2020.

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

Gain ~~or Loss~~ on ~~Extinguishment~~Sale of ~~Debt~~Real Estate, net

We had no sales of real estate assets during the three months ended March 31, 2021. For the three months ended March 31, 2020, we realized a net gain of approximately $2.0 million on the sale of part of our interest in undeveloped land in Miami, Florida.

Net Income

For the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, we realized a~~2020, net ~~loss on extinguishment of debt of $0.8~~income was $22.4 million and ~~$3.0 million, respectively. For the nine months ended September 30, 2017 and 2016, we realized a net loss on extinguishment of debt of $11.2 million and $3.0~~$18.2 million, respectively. The increase ~~was~~is primarily the result of continued growth in our operations due to ~~fees we incurred in connection with the execution~~accretive acquisitions and ~~our termination~~improved operating efficiencies.

Table of ~~the Bridge Loan Facility as part of the Duke Acquisition.~~Contents

NOI and Same-Property Cash NOI

For the three months ended March 31, 2021 and 2020, NOI ~~increased $38.2~~was $131.9 million and $128.9 million, respectively. The increase in NOI was primarily due to ~~$119.7~~additional NOI from our 2020 and 2021 acquisitions of $3.2 million for the three months ended September 30, 2017, compared to the three months ended September 30, 2016. NOI increased $67.8 million to $301.3 million for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016. These increases were primarily due to $35.5 million and $66.3 million of additional NOI from our 2016 and 2017 acquisitions for the three and nine months ended September 30, 2017, respectively,March 31, 2021, partially offset by ~~a decrease in~~$0.2 million of reduced NOI as a result of the buildings we sold during ~~2016 and 2017,~~2020 for the three months ended March 31, 2021, and a reduction in straight-line rent from properties we owned for more than a year.

Same-Property Cash NOI increased ~~$2.2 million~~1.6% to ~~$80.3~~$123.0 million for the three months ended ~~September 30, 2017,~~March 31, 2021 compared to the three months ended ~~September 30, 2016. Same-Property Cash NOI increased $6.6 million to $217.8 million for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016. These~~March 31, 2020. The increases were primarily the result of rent escalations, ~~an increase~~improved operating efficiencies, and offset by a slight decrease in average ~~occupancy and improved operating efficiencies.~~

~~Table of Contents~~

occupancy.

Non-GAAP Financial Measures

FFO and Normalized FFO

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

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

We present ~~this non-GAAP financial measure~~FFO and Normalized FFO because we consider ~~it an~~them important supplemental ~~measure~~measures of our operating performance and believe ~~it is~~they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. Historical cost accounting assumes that the value of real estate assets diminishes ratably over time. Since real estate values have historically risen or fallen based on market conditions, many industry investors have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. ~~Because~~ FFO ~~excludes depreciation~~ and ~~amortization unique to real estate, among other items, it provides a perspective not immediately apparent from net income or loss attributable to common stockholders/unitholders.~~

We also compute Normalized FFO, which excludes from FFO: (i) transaction expenses; (ii) gain or loss on change in fair value of derivative financial instruments; (iii) gain or loss on extinguishment of debt; (iv) noncontrolling income or loss from OP Units included in diluted shares (only applicable to the Company); and (v) other normalizing items, which include items that are unusual and infrequent in nature. We present this non-GAAP financial measure because it allows for the comparison of our operating performance to other REITs and between periods on a consistent basis. Our methodology for calculating Normalized FFO may be different from the methods utilized by other REITs and, accordingly, may not be comparable to other REITs. Normalized FFO should not be considered as ~~an alternative~~alternatives to net income or loss attributable to common stockholders/unitholders (computed in accordance with GAAP) as ~~an indicator~~indicators of our financial performance, nor ~~is it~~are they indicative of cash available to fund cash needs. FFO and Normalized FFO should be reviewed in connection with other GAAP measurements.

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

~~Table of Contents~~

The following is the reconciliation of HTA’s FFO and Normalized FFO to net income attributable to common stockholders for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively (in thousands, except per share data):


	Three Months Ended March 31,
	2021		2020
Net income attributable to common stockholders	$	22,030	$	17,901
Depreciation and amortization expense related to investments in real estate	75,331		76,737
Gain on sale of real estate, net	—		(1,991)

Proportionate share of joint venture depreciation and amortization	488		467
FFO attributable to common stockholders	$	97,849	$	93,114
Transaction expenses	96		140

Noncontrolling income from OP Units included in diluted shares	363		307

Normalized FFO attributable to common stockholders	$	98,308	$	93,561

Net income attributable to common stockholders per diluted share	$	0.10	$	0.08
FFO adjustments per diluted share, net	0.34		0.34
FFO attributable to common stockholders per diluted share	$	0.44	$	0.42
Normalized FFO adjustments per diluted share, net	0.00		0.00
Normalized FFO attributable to common stockholders per diluted share	$	0.44	$	0.42

Weighted average diluted common shares outstanding	222,268		220,623

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income attributable to common stockholders $ 13,763
$ 6,427
$ 21,390
$ 29,361
Depreciation and amortization expense related to investments in real estate 70,021
47,545
171,678
129,477
Gain on sale of real estate, net —
—
(3 ) (4,212 )
Impairment —
—
5,093
—
Proportionate share of joint venture depreciation, amortization and other adjustments 464
—
506
—
FFO attributable to common stockholders $ 84,248
$ 53,972
$ 198,664
$ 154,626
Transaction expenses ⁽¹⁾
261
1,122
975
4,997
(Gain) loss on change in fair value of derivative financial instruments, net —
(1,306 ) (884 ) 2,144
Loss on extinguishment of debt, net 774
3,000
11,192
3,022
Noncontrolling income from partnership units included in diluted shares 166
211
635
802
Other normalizing items, net ⁽²⁾
—
133
4,643
117
Normalized FFO attributable to common stockholders $ 85,449
$ 57,132
$ 215,225
$ 165,708

Net income attributable to common stockholders per diluted share $ 0.07
$ 0.04
$ 0.12
$ 0.21
FFO adjustments per diluted share, net 0.34
0.34
1.00
0.91
FFO attributable to common stockholders per diluted share $ 0.41
$ 0.38
$ 1.12
$ 1.12
Normalized FFO adjustments per diluted share, net 0.01
0.02
0.09
0.08
Normalized FFO attributable to common stockholders per diluted share $ 0.42
$ 0.40
$ 1.21
$ 1.20

Weighted average diluted common shares outstanding 204,795
143,138
177,410
138,314

(1) For the three and nine months ended September 30, 2017, amounts have been adjusted to reflect the prospective presentation of the early adoption of ASU 2017-01 as of January 1, 2017.
(2) For the nine months ended September 30, 2017, other normalizing items include $4.6 million of compensation and severance payments to Duke employees pursuant to the Duke purchase agreements in connection with the Duke Acquisition that were included in transaction expenses on HTA’s condensed consolidated statements of operations. In addition, other normalizing items excludes lease termination fees as they are deemed to be generated in the ordinary course of business.

Table of Contents

The following is the reconciliation of HTALP’s FFO and Normalized FFO to net income attributable to common unitholders for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively (in thousands, except per unit data):

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income attributable to common unitholders $ 13,929
$ 6,638
$ 22,025
$ 30,163
Depreciation and amortization expense related to investments in real estate 70,021
47,545
171,678
129,477
Gain on sale of real estate, net —
—
(3 ) (4,212 )
Impairment —
—
5,093
—
Proportionate share of joint venture depreciation, amortization and other adjustments 464
—
506
—
FFO attributable to common unitholders $ 84,414
$ 54,183
$ 199,299
$ 155,428
Transaction expenses ⁽¹⁾
261
1,122
975
4,997
(Gain) loss on change in fair value of derivative financial instruments, net —
(1,306 ) (884 ) 2,144
Loss on extinguishment of debt, net 774
3,000
11,192
3,022
Other normalizing items, net ⁽²⁾
—
133
4,643
117
Normalized FFO attributable to common unitholders 85,449
57,132
215,225
165,708

Net income attributable to common unitholders per diluted unit $ 0.07
$ 0.05
$ 0.12
$ 0.22
FFO adjustments per diluted unit, net 0.34
0.33
1.00
0.90
FFO attributable to common unitholders per diluted unit 0.41
0.38
1.12
1.12
Normalized FFO adjustments per diluted unit, net 0.01
0.02
0.09
0.08
Normalized FFO attributable to common unitholders per diluted unit $ 0.42
$ 0.40
$ 1.21
$ 1.20

Weighted average diluted common units outstanding 204,795
143,137
177,410
138,314

(1) For the three and nine months ended September 30, 2017, amounts have been adjusted to reflect the prospective presentation of the early adoption of ASU 2017-01 as of January 1, 2017.
(2) For the nine months ended September 30, 2017, other normalizing items include $4.6 million of compensation and severance payments to Duke employees pursuant to the Duke purchase agreements in connection with the Duke Acquisition that were included in transaction expenses on HTA’s condensed consolidated statements of operations. In addition, other normalizing items excludes lease termination fees as they are deemed to be generated in the ordinary course of business.


	Three Months Ended March 31,
	2021		2020
Net income attributable to common unitholders	$	22,393	$	18,208
Depreciation and amortization expense related to investments in real estate	75,331		76,737
Gain on sale of real estate, net	—		(1,991)

Proportionate share of joint venture depreciation and amortization	488		467
FFO attributable to common unitholders	$	98,212	$	93,421
Transaction expenses	96		140


Normalized FFO attributable to common unitholders	$	98,308	$	93,561

Net income attributable to common unitholders per diluted share	$	0.10	$	0.08
FFO adjustments per diluted OP Unit, net	0.34		0.34
FFO attributable to common unitholders per diluted OP Unit	$	0.44	$	0.42
Normalized FFO adjustments per diluted OP Unit, net	0.00		0.00
Normalized FFO attributable to common unitholders per diluted OP Unit	$	0.44	$	0.42

Weighted average diluted common OP Units outstanding	222,268		220,623

NOI, Cash NOI and Same-Property Cash NOI

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

~~Table of Contents~~

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

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

Table of Contents

The following is the reconciliation of HTA’s and HTALP’s NOI, Cash NOI and Same-Property Cash NOI to net income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively (in thousands):


	Three Months Ended March 31,
	2021		2020
Net income	$	22,393	$	18,208
General and administrative expenses	10,560		11,518
Transaction expenses	96		140
Depreciation and amortization expense	76,274		77,665

Interest expense	22,986		23,872
Gain on sale of real estate, net	—		(1,991)

Income from unconsolidated joint venture	(392)		(422)
Other income	(3)		(76)
NOI	$	131,914	$	128,914
Straight-line rent adjustments, net	(3,774)		(3,245)
Amortization of (below) and above market leases/leasehold interests, net and other GAAP adjustments	(475)		(1,699)
Notes receivable interest income	(6)		(138)

Cash NOI	$	127,659	$	123,832
Acquisitions not owned/operated for all periods presented and disposed properties Cash NOI	(3,378)		(565)
Redevelopment Cash NOI	(410)		(914)
Intended for sale Cash NOI	(881)		(1,267)
Same-Property Cash NOI (1)	$	122,990	$	121,086

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income $ 13,957
$ 6,639
$ 22,105
$ 30,191
General and administrative expenses 8,283
7,293
25,178
20,879
Transaction expenses ⁽¹⁾
261
1,122
5,618
4,997
Depreciation and amortization expense 70,491
47,864
172,900
130,430
Impairment —
—
5,093
—
Interest expense and net change in fair value of derivative financial instruments 26,188
15,632
59,631
48,503
Gain on sale of real estate, net —
—
(3 ) (4,212 )
Loss on extinguishment of debt, net 774
3,000
11,192
3,022
Income from unconsolidated joint venture (318 ) —
(381 ) —
Other expense (income) 27
(95 ) 13
(220 )
NOI $ 119,663
$ 81,455
$ 301,346
$ 233,590
Straight-line rent adjustments, net (3,009 ) (1,161 ) (5,834 ) (3,636 )
Amortization of (below) and above market leases/leasehold interests, net and lease termination fees 214
3
246
497
Cash NOI $ 116,868
$ 80,297
$ 295,758
$ 230,451
Notes receivable interest income (503 ) (68 ) (1,089 ) (68 )
Non Same-Property Cash NOI (36,080 ) (2,186 ) (76,911 ) (19,255 )
Same-Property Cash NOI ⁽²⁾
$ 80,285
$ 78,043
$ 217,758
$ 211,128

(1) For the three and nine months ended September 30, 2017, transaction costs have been adjusted to reflect the prospective presentation of the early adoption of ASU 2017-01 as of January 1, 2017. For the nine months ended September 30, 2017, transactions costs included $4.6 million of compensation and severance payments to Duke employees pursuant to the Duke purchase agreements in connection with the Duke Acquisition.
(2) Same-Property includes 338 and 296 buildings for the three and nine months ended September 30, 2017 and 2016, respectively.

~~Table of Contents~~

(1) Same-Property includes 429 buildings for the three months ended March 31, 2021 and 2020, respectively.

Liquidity and Capital Resources

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

As of ~~September 30, 2017~~,March 31, 2021, we had total liquidity of ~~$928.9 million, including $919.5 million~~$1.3 billion, inclusive of $1.0 billion available ~~under~~on our unsecured revolving credit facility, ~~(which includes the impact of $5.5~~$277.5 million of ~~outstanding letters of credit)~~unsettled forward equity agreements, and ~~$9.4 million of~~ cash and cash ~~equivalents.~~equivalents of $30.0 million. We believe that we have sufficient liquidity and opportunities to obtain additional liquidity at our disposal to sustain operations for the foreseeable future.

~~In addition,~~As of March 31, 2021, we had unencumbered assets with a gross book value of ~~$6.2~~$8.0 billion. The unencumbered properties may be used as collateral to secure additional financings in future periods or refinance our current debt as it becomes due. Our ability to raise funds from future debt and equity issuances is dependent on our investment grade credit ratings, general economic and market conditions, and our operating performance.

When we acquire a property, we prepare a capital plan that contemplates the estimated capital needs of that investment. In addition to operating expenses, capital needs may also include costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan for each investment will be adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. ~~As of September 30, 2017, we estimate that our~~Capital expenditures ~~for capital improvements~~ for the remainder of ~~2017~~the year will ~~range from $10.0~~be primarily targeted towards planned maintenance activities and other capital improvements that are either of an immediate need to preserve liquidity, or strategically necessary for revenue generation purposes. Currently these expenditures are estimated at approximately $15 million to ~~$15.0~~$20 million ~~depending on leasing activity. As of September 30, 2017,~~per quarter. Although we ~~had $2.9 million of restricted cash and reserve accounts for such capital expenditures. We~~ cannot provide assurance ~~however,~~ that we will not exceed these estimated expenditure ~~levels.~~levels, we believe our liquidity of $1.3 billion allows us the flexibility to fund such capital expenditures as may be necessary or advisable.

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

Cash Flows

The following is a summary of our cash flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively (in thousands):


	Three Months Ended March 31,
	2021		2020		Change
Cash, cash equivalents and restricted cash - beginning of period	$	118,765	$	37,616	$	81,149
Net cash provided by operating activities	65,353		75,421		(10,068)
Net cash used in investing activities	(76,299)		(76,623)		324
Net cash (used in) provided by financing activities	(74,733)		185,058		(259,791)
Cash, cash equivalents and restricted cash - end of period	$	33,086	$	221,472	$	(188,386)

Nine Months Ended September 30,
2017 2016 Change
Cash and cash equivalents - beginning of period $ 11,231
$ 13,070
$ (1,839 )
Net cash provided by operating activities 228,542
148,257
80,285
Net cash used in investing activities (2,487,471 ) (541,080 ) (1,946,391 )
Net cash provided by financing activities 2,257,108
397,691
1,859,417
Cash and cash equivalents - end of period $ 9,410
$ 17,938
$ (8,528 )

Net cash provided by operating activities ~~increased~~decreased in ~~2017~~2021 primarily due to the impact of our ~~2016~~2020 and ~~2017~~2021 acquisitions and contractual rent increases ~~and improved operating efficiencies, partially~~ offset by our ~~2016 and 2017~~2020 dispositions. We anticipate cash flows from operating activities to increase as a result of the ~~above items~~growth in our portfolio through new acquisitions and continued leasing activity in our existing portfolio.

For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, net cash used in investing activities primarily related to ~~the investment~~investments in real estate ~~was $2.4 billion, investment in unconsolidated joint venture was $68.8~~of $30.5 million, capital expenditures of $28.9 million, and development of real estate of $17.1 million. For the three months ended March 31, 2020, net cash used in investing activities primarily related to investments in real estate of $41.3 million, capital expenditures ~~was $43.0~~of $23.8 million, development of real estate of $12.1 million, and funding of a real estate loan of $6.0 million, partially offset by proceeds from the sale of real estate of ~~$4.7~~$6.4 million.

For the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2021, net cash used in ~~investing~~financing activities primarily related to ~~the investment in real estate was $532.5~~dividends paid to holders of our common stock of $70.0 million and ~~capital expenditures was $34.1 million, partially offset by proceeds from~~ the ~~sale~~repurchase and cancellation of ~~real estate~~common stock of ~~$23.4~~$3.2 million. ~~We anticipate cash flows used in investing activities to increase as we continue to acquire more properties.~~

~~Table of Contents~~

For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, net cash provided by financing activities primarily related to ~~the~~ net borrowings on our unsecured credit facility of $305.0 million and proceeds ~~of shares~~from issuance of common stock ~~issued was $1.6 billion and net proceeds on the issuance~~ of ~~senior notes was $900.0~~$50.0 million, ~~partially~~ offset by ~~dividends paid to holders of our common stock of $145.9 million and~~ payments on our secured mortgage loans of $75.4 million. For the nine months ended September 30, 2016, net cash provided by financing activities primarily related to the net proceeds of shares of common stock issued of $418.9 million and proceeds from unsecured senior notes of $347.7 million, partially offset by net payments on our unsecured revolving credit facility of $191.0$95.6 million, dividends paid to holders of our common stock of ~~$116.7~~$68.2 million, and ~~payments on our secured mortgage loans~~the repurchase and cancellation of ~~$98.5~~common stock of $4.6 million.

Dividends

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

For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, we paid cash dividends of ~~$145.9 million.~~$70.0 million on our common stock. In ~~October 2017,~~April 2021 for the quarter ended March 31, 2021, we paid cash dividends ~~of $61.2 million for the quarter ended September 30, 2017. On October 24, 2017, our Board of Directors announced a dividend of $0.305 per share of common stock. The dividends are to be paid~~ on ~~January 9, 2018 to stockholders of record of~~ our common stock ~~on January 2, 2018.~~of $70.0 million.

Financing

We have historically maintained a low leveraged balance sheet and intend to continue to maintain this structure in the long term. However, our total leverage may fluctuate on a short-term basis as we execute our business strategy. As of ~~September 30, 2017,~~March 31, 2021, our leverage ratio, measured by debt less cash and cash equivalents to total capitalization, was ~~31.9%~~32.8%.

As of ~~September 30, 2017,~~March 31, 2021, we had debt outstanding of ~~$2.9~~$3.0 billion and the weighted average interest rate therein was ~~3.44%~~2.89% per annum, inclusive of the impact of our ~~interest rate swaps.~~cash flow hedges. The following is a summary of our unsecured and secured debt. See Note 78 - Debt ~~to our~~in the accompanying condensed consolidated financial statements for a further discussion of our debt.

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Unsecured Revolving Credit Facility

As of ~~September 30, 2017, $919.5 million~~March 31, 2021, the full $1.0 billion was available on our $1.0 billion unsecured revolving credit facility. Our unsecured revolving credit facility matures in June 2022.

Unsecured Term Loans

As of ~~September 30, 2017~~,March 31, 2021, we had $500.0 million of unsecured term loans outstanding, comprised of $300.0 million under our Unsecured Credit Agreement maturing in 2023, and $200.0 million ~~also~~under our unsecured term loan maturing in ~~2023.~~2024.

Unsecured Senior Notes

As of ~~September 30, 2017,~~March 31, 2021, we had ~~$1.85~~$2.55 billion of unsecured senior notes outstanding, comprised of ~~$300.0~~$600.0 million ~~maturing in 2021, $400.0 million maturing in 2022, $300.0 million maturing in 2023, $350.0 million~~of senior notes maturing in 2026, ~~and~~ $500.0 million of senior notes maturing in ~~2027.~~

~~Mortgage Loans~~

~~In June 2017, as a part of the Duke Acquisition pursuant to a requirement of the seller, we entered as the borrower a $286.0 million Promissory Note which matures in 2020. During the~~ ~~nine months ended September 30, 2017, we made payments of $75.4 million on our mortgage loans and have $1.2~~2027, $650.0 million of ~~principal payments due during the remainder~~senior notes maturing in 2030 and $800.0 million of ~~2017.~~senior notes maturing in 2031.

Commitments and Contingencies

There have been no material changes from the commitments and contingencies previously disclosed in our ~~2016~~2020 Annual Report on Form 10-K.

~~Table of Contents~~

Debt Service Requirements

We are required by the terms of our applicable loan agreements to meet certain financial covenants, such as minimum net worth and liquidity, and reporting requirements, among others. As of ~~September 30, 2017~~,March 31, 2021, we believe that we were in compliance with all such covenants and we are not aware of any covenants that it is reasonably likely that we would not be able to meet in accordance with our loan agreements.

Off-Balance Sheet Arrangements

As of ~~September 30, 2017,~~and during the three months ended March 31, 2021, we ~~have~~had no material off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Inflation

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There ~~were~~have been no material changes infrom the ~~information regarding~~quantitative and qualitative disclosures about market risk ~~that was provided~~previously disclosed in our ~~2016~~2020 Annual Report on Form 10-K. ~~The table below presents,~~On March 5, 2021, the United Kingdom Financial Conduct Authority (“FCA”), a regulator of financial services firms and financial markets in the United Kingdom, formally announced the cessation of LIBOR as of ~~September~~June 30, ~~2017~~,2023. The Alternative Reference Rates Committee, a group of private-market participant convened by the ~~principal amounts of our~~U.S. Federal Reserve Board and the New York Federal Reserve, has recommended Secured Overnight Financing Rate (“SOFR”) as a more robust reference rate alternative to U.S. dollar LIBOR. Concurrent with the FCA’s announcement, the International Swaps and Derivatives Association (“ISDA”) determined that the announcement constituted an index cessation event and consequently the fallback spread adjustments were fixed and ~~variable debt~~published, with the spread adjustment between U.S. dollar 1-Month LIBOR and SOFR at 0.11%. Borrowings under our Unsecured Credit Agreement and our $200 million unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin, as specified in Note 8 - Debt. The unsecured revolving credit facility and the ~~weighted average interest rates, excluding~~corresponding $300 million unsecured term loan under the Unsecured Credit Agreement mature on June 30, 2022 and February 1, 2023, respectively, and thus, we do not believe the cessation of LIBOR will have an impact to these instruments. The $200 million unsecured term loan matures on January 15, 2024, however the loan agreement includes provisions for an alternative rate of interest ~~rate swaps, by year of expected maturity to evaluate~~in the ~~expected cash flows and sensitivity to interest rate changes (in thousands, except interest rates):~~

Expected Maturity Date
2017 2018 2019 2020 2021 Thereafter Total
Fixed rate debt $ 915
$ 99,777
$ 104,821
$ 117,769
$ 303,424
$ 1,639,147
$ 2,265,853
Weighted average interest rate on fixed rate debt (per annum) 5.43 % 4.05 % 4.19 % 4.41 % 3.40 % 3.57 % 3.64 %
Variable rate debt $ 251
$ 1,050
$ 1,119
$ 27,123
$ 509
$ 583,117
$ 613,169
Weighted average interest rate on variable rate debt based on forward rates in effect as of September 30, 2017 (per annum) 3.14 % 3.27 % 3.65 % 3.40 % 4.58 % 3.64 % 2.58 %

event LIBOR is no longer a widely recognized benchmark rate. As of ~~September 30, 2017, we had $2.9 billion of fixed and variable~~March 31, 2021, the fallback rate ~~debt with interest rates ranging from 2.30% to 6.39% per annum and a weighted average interest~~under SOFR was 0.12%. Comparatively, the U.S. dollar 1-Month LIBOR rate of 3.41% per annum, excluding the impact of interest rate swaps. We had $2.3 billion (excluding net premium/discount and deferred financing costs) of fixed rate debt with a weighted average interest rate of 3.64% per annum and $613.2 million (excluding net premium/discount and deferred financing costs) of variable rate debt with a weighted average interest rate of 2.58% per annum as of ~~September 30, 2017, excluding~~March 31, 2021 was 0.11%. Consequently, we do not anticipate the transition from LIBOR will have a material impact ~~of interest rate swaps.~~

As of September 30, 2017, the fair value of our fixed rate debt was $2.3 billion and the fair value of our variable rate debt was $615.1 million based upon prevailing market rates as of September 30, 2017.

~~As of September 30, 2017, we had interest rate swaps outstanding that effectively fix $189.8 million of our variable rate debt. Including the impact of these interest rate swaps, the effective rate~~ on our ~~variable rate and total debt is 2.70% and 3.44% per annum, respectively.~~financial statements or results of operations.

In addition to changes in interest rates, the value of our future properties is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants, which may affect our ability to refinance our debt if necessary.

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Item 4. Controls and Procedures

Healthcare Trust of America, Inc.

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

As of ~~September 30, 2017,~~March 31, 2021, an evaluation was conducted by HTA under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, HTA’s Chief Executive Officer and Chief Financial Officer each concluded that HTA’s disclosure controls and procedures were effective as of ~~September 30, 2017.~~March 31, 2021.

We acquired the Duke assets during the nine months ended September 30, 2017 and have integrated the assets and development platform on to our existing internal controls over financial reporting. Except for any changes in internal controls related to the integration of the Duke assets, thereThere were no changes in our internal control over financial reporting that occurred during the quarter ended ~~September 30, 2017~~March 31, 2021 that have materially affected, or are reasonably believed to be likely to materially affect, our internal control over financial reporting. This determination was reached after careful evaluation of the effects COVID-19 has had on our operations.

~~October��25, 2017~~May 7, 2021

Healthcare Trust of America Holdings, LP

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

As of ~~September 30, 2017,~~March 31, 2021, an evaluation was conducted by HTALP under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, HTA’s Chief Executive Officer and Chief Financial Officer, on behalf of HTA in its capacity as general partner of HTALP, each concluded that HTALP’s disclosure controls and procedures were effective as of ~~September 30, 2017.~~March 31, 2021.

We acquired the Duke assets during the nine months ended September 30, 2017 and have integrated the assets and development platform on to our existing internal controls over financial reporting. Except for any changes in internal controls related to the integration of the Duke assets, thereThere were no changes in HTALP’s internal control over financial reporting that occurred during the quarter ended ~~September 30, 2017~~March 31, 2021 that have materially affected, or are reasonably believed to be likely to materially affect, HTALP’s internal control over financial reporting. This determination was reached after careful evaluation of the effects COVID-19 has had on our operations.

~~October 25, 2017~~

May 7, 2021

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in ~~our 2016~~the Company's 2020 Annual Report on Form ~~10-K.~~10-K, filed with the SEC on February 24, 2021.

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

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the three months ended ~~September 30, 2017,~~March 31, 2021, we repurchased shares of our common stock as follows:


Period	Total Number of Shares Purchased (1) (2)	Average Price Paid per Share (1) (2)		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program	Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
January 1, 2021 to January 31, 2021	84,457	$	27.54	—	—
February 1, 2021 to February 28, 2021	669	27.52		—	—
March 1, 2021 to March 31, 2021	8,342	28.13		—	—

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

Period
Total Number of
Shares Purchased ^{(1) (2)}

Average Price
Paid per Share ^{(1) (2)}

Total Number of
Shares Purchased
as Part of
Publicly Announced
Plan or Program
Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
July 1, 2017 to July 31, 2017 —
$ —
—
—
August 1, 2017 to August 31, 2017 2,466
30.64
—
—
September 1, 2017 to September 30, 2017 —
—
—
—

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

Item 6. Exhibits

The exhibits listed on the Exhibit Index ~~(following the signatures section of this Quarterly Report)~~ are included, and incorporated by reference, in this Quarterly Report.

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~~SIGNATURES~~EXHIBIT INDEX

Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the ~~requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.~~



	~~Healthcare Trust of America, Inc.~~

~~By:~~	~~/s/ Scott D. Peters~~	~~Chief Executive Officer, President and Chairman~~
	~~Scott D. Peters~~	~~(Principal Executive Officer)~~
~~Date:~~	~~October 25, 2017~~

~~By:~~	~~/s/ Robert A. Milligan~~	~~Chief Financial Officer~~
	~~Robert A. Milligan~~	~~(Principal Financial Officer and Principal Accounting Officer)~~
~~Date:~~	~~October 25, 2017~~



	~~Healthcare Trust of America Holdings, LP~~

~~By:~~	~~Healthcare Trust of America, Inc.,~~
	~~our General Partner~~

~~By:~~	~~/s/ Scott D. Peters~~	~~Chief Executive Officer, President and Chairman~~
	~~Scott D. Peters~~	~~(Principal Executive Officer)~~
~~Date:~~	~~October 25, 2017~~

~~By:~~	~~/s/ Robert A. Milligan~~	~~Chief Financial Officer~~
	~~Robert A. Milligan~~	~~(Principal Financial Officer and Principal Accounting Officer)~~
~~Date:~~	~~October 25, 2017~~

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~~EXHIBIT INDEX~~exhibits.

The following exhibits are included, or incorporated by reference, in this Quarterly Report for the quarter ended ~~September 30, 2017~~March 31, 2021 (and are numbered in accordance with Item 601 of Regulation S-K).



1.1		~~Underwriting~~Equity Distribution Agreement, dated ~~May 2, 2017,~~March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.2		Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BMO Capital Markets Corp. and Bank of Montreal, on the other hand (included as Exhibit 1.2 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.3		Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and MUFG Securities Americas Inc. and MUFG Securities EMEA plc, on the other hand (included as Exhibit 1.3 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.4		Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC ~~J.P. Morgan Securities LLC~~ and ~~Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein,~~Wells Fargo Bank, National Association, on the other hand (included as Exhibit ~~1.1~~1.4 to our Current Report on Form 8-K filed on ~~May~~March 8, ~~2017~~2021 and incorporated herein by reference).
~~1.2~~1.5		~~Underwriting~~Equity Distribution Agreement, dated ~~June 1, 2017,~~March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, ~~Healthcare Trust~~on the one hand, and BofA Securities, Inc. and Bank of America, ~~Inc.~~N.A., ~~and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., as representatives of~~on the ~~several underwriters named therein~~other hand (included as Exhibit ~~1.1~~1.5 to our Current Report on Form 8-K filed on ~~June 7, 2017~~March 8, 2021 and incorporated herein by reference).
~~1.3~~1.6		~~Form of~~ Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Jefferies LLC, on the other hand (included as Exhibit ~~1.1~~1.6 to our Current Report on Form 8-K filed on ~~September 18, 2017~~March 8, 2021 and incorporated herein by reference).
~~1.4~~1.7		~~Form~~Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of ~~Master Forward Confirmation~~America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Morgan Stanley & Co. LLC, on the other hand (included as Exhibit ~~1.2~~1.7 to our Current Report on Form 8-K filed on ~~September 18, 2017~~March 8, 2021 and incorporated herein by reference).
~~2.1~~1.8		Equity Distribution Agreement, ~~of Purchase and Sale (Pool II),~~ dated ~~April 29, 2017,~~March 5, 2021, by and among ~~HTA Acquisition Sub, LLC~~Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and ~~Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities~~Capital One Securities, Inc., on the other hand (included as Exhibit ~~2.1 to our Form 10-Q filed on August 1, 2017).~~
~~2.2~~	Agreement of Purchase and Sale (Pool III), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.2 to our Form 10-Q filed on August 1, 2017).
~~2.3~~	Agreement of Purchase and Sale (Pool IV), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.3 to our Form 10-Q filed on August 1, 2017).
~~2.4~~	Agreement of Purchase and Sale (Pool V), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.4 to our Form 10-Q filed on August 1, 2017).
~~2.5~~	Agreement of Purchase and Sale (Pool VI), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.5 to our Form 10-Q filed on August 1, 2017).
~~2.6~~	Agreement of Purchase and Sale (Pool VII), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.6 to our Form 10-Q filed on August 1, 2017).
~~2.7~~	Agreement of Purchase and Sale (Pool VIII), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.7 to our Form 10-Q filed on August 1, 2017).
~~2.8~~	Agreement of Purchase and Sale (Pool IX), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.8 to our Form 10-Q filed on August 1, 2017).
~~2.9~~	Agreement of Purchase and Sale (Pool X), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.9 to our Form 10-Q filed on August 1, 2017).
~~2.10~~	Agreement of Purchase and Sale (Pool XI), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.10 to our Form 10-Q filed on August 1, 2017).
~~2.11~~	Agreement of Purchase and Sale (Pool XII), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.11 to our Form 10-Q filed on August 1, 2017).
~~2.12~~	Agreement of Purchase and Sale (Pool XIII), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.12 to our Form 10-Q filed on August 1, 2017).
~~2.13~~	Agreement of Purchase and Sale (Pool XIV), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.13 to our Form 10-Q filed on August 1, 2017).
~~2.14~~	Agreement of Purchase and Sale (Pool XV), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.14 to our Form 10-Q filed on August 1, 2017).
~~2.15~~	Agreement of Purchase and Sale (Pool XVI), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.15 to our Form 10-Q filed on August 1, 2017).

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~~2.16~~	Agreement of Purchase and Sale (Pool I), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.11.8 to our Current Report on Form 8-K filed on ~~May 1, 2017~~March 8, 2021 and incorporated herein by reference).
~~3.1~~1.9		~~Articles Supplementary of~~Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., ~~dated July 14, 2017~~Healthcare Trust of America Holdings, LP, on the one hand, and BTIG, LLC, on the other hand (included as Exhibit ~~3.1~~1.9 to our Current Report on Form 8-K filed on ~~July 14, 2017~~March 8, 2021 and incorporated herein by reference).
~~4.1~~1.10		~~2022 Notes Indenture,~~Equity Distribution Agreement, dated asMarch 5, 2021, by and among Healthcare Trust of ~~June 8, 2017, among~~America, Inc., Healthcare Trust of America Holdings, LP, ~~Healthcare Trust of America,~~on the one hand, and Scotia Capital (USA) Inc. and ~~U.S.~~the Bank ~~National Association, as trustee, including~~of Nova Scotia, on the ~~form of 2.950% Senior Notes due 2022 and the guarantee thereof~~other hand (included as Exhibit ~~4.1~~1.10 to our Current Report on Form 8-K filed on ~~June 13, 2017~~March 8, 2021 and incorporated herein by reference).
~~4.2~~1.11		~~2027 Notes Indenture,~~Master Forward Confirmation, dated ~~as of June 8, 2017, among Healthcare Trust of America Holdings, LP,~~March 5, 2021, between Healthcare Trust of America, Inc. and ~~U.S.~~JPMorgan Chase Bank, National Association ~~as trustee, including the form of 3.750% Senior Notes due 2027 and the guarantee thereof~~ (included as Exhibit ~~4.2~~1.11 to our Current Report on Form 8-K filed on ~~June 13, 2017~~March 8, 2021 and incorporated herein by reference).
~~5.1~~1.12		~~Opinion~~Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of ~~Venable LLP~~America, Inc. and Bank of Montreal (included as Exhibit ~~5.1~~1.12 to our Current Report on Form 8-K filed on ~~May~~March 8, ~~2017~~2021 and incorporated herein by reference).
~~5.2~~1.13		~~Opinion~~Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of ~~Venable LLP~~America, Inc. and MUFG Securities EMEA plc. (included as Exhibit ~~5.1~~1.13 to our Current Report on Form 8-K filed on ~~June 13, 2017~~March 8, 2021 and incorporated herein by reference).
~~5.3~~1.14		~~Opinion~~Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of ~~O’Melveny & Myers LLP~~America, Inc. and Wells Fargo Bank, National Association (included as Exhibit ~~5.2~~1.14 to our Current Report on Form 8-K filed on ~~June 13, 2017~~March 8, 2021 and incorporated herein by reference).
~~5.4~~1.15		~~Opinion~~Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of ~~Venable LLP~~America, Inc. and Bank of America, N.A. (included as Exhibit ~~5.1~~1.15 to our Current Report on Form 8-K filed on ~~September 18, 2017~~March 8, 2021 and incorporated herein by reference).
~~8.1~~1.16		~~Opinion~~Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of ~~O’Melveny & Myers LLP as to certain tax matters~~America, Inc. and Jefferies LLC (included as Exhibit ~~8.1~~1.16 to our Current Report on Form 8-K filed on ~~May~~March 8, ~~2017~~2021 and incorporated herein by reference).

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~~8.2~~1.17		~~Opinion~~Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of ~~O’Melveny~~America, Inc. and Morgan Stanley & ~~Myers LLP as to certain tax matters~~Co. LLC (included as Exhibit ~~8.1~~1.17 to our Current Report on Form 8-K filed on ~~June 13, 2017~~March 8, 2021 and incorporated herein by reference).
~~10.1~~1.18		~~Letter Agreement~~Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and ~~Scott D. Peters dated July 14, 2017~~The Bank of Nova Scotia (included as Exhibit ~~10.1~~1.18 to our Current Report on Form 8-K filed on ~~July 14, 2017~~March 8, 2021 and incorporated herein by reference).
~~10.2~~5.1		~~Letter Agreement between Healthcare Trust~~Opinion of ~~America, Inc. and Robert A. Milligan dated July 14, 2017 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).~~Venable LLP.
~~10.3~~23.1		Letter Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton dated July 14, 2017 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
~~10.4~~	Credit Agreement by and among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, U.S. Bank National Association, Capital One, N.A., PNC Bank, National Association and Bank of America, N.A., as syndication agents, Bank of Montreal, The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Comaps Bank, Fifth Third Bank and Morgan Stanley Senior Funding, Inc., as documentation agents, Regions Bank, as managing agent, and the lenders named therein, dated July 27, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on July 31, 2017 and incorporated herein by reference).
~~10.5~~	Guaranty dated July 27, 2017, by Healthcare Trust of America, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, the Lenders, the Issuing Bank and the Swingline Lender (included as Exhibit 10.2 to our Current Report on Form 8-K filed on July 31, 2017 and incorporated herein by reference).
~~23.1~~	~~Consent of KPMG LLP (included as Exhibit 23.1 to our Current Report on Form 8-K filed on May 1, 2017 and incorporated herein by reference).~~
~~23.2~~	Consent of Venable LLP (included asin Exhibit ~~23.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference)~~5.1).
~~23.3~~31.1*		~~Consent of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 23.2 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).~~
~~23.4~~	~~Consent of Venable LLP (included as Exhibit 23.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).~~
~~23.5~~	~~Consent of O’Melveny & Myers LLP (included as Exhibit 5.2 and 8.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).~~
~~23.6~~	~~Consent of KPMG LLP (included as Exhibit 23.1 to our Current Report on Form 8-K/A filed on August 21, 2017 and incorporated herein by reference).~~
~~23.7~~	~~Consent of Katz, Sapper & Miller, LLP (included as Exhibit 23.2 to our Current Report on Form 8-K/A filed on August 21,2017 and incorporated herein by reference).~~
~~23.8~~	~~Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 18, 2017 and incorporated herein by reference).~~

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31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.3*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
31.4*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.1**		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Inc.
32.2**		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
32.3**		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.4**		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*		~~Filed herewith.~~
*		Filed herewith.
**		Furnished herewith.

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SIGNATURES

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


	Healthcare Trust of America, Inc.

By:	/s/ Scott D. Peters	Chief Executive Officer, President and Chairman
	Scott D. Peters	(Principal Executive Officer)
Date:	May 7, 2021

By:	/s/ Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer)
Date:	May 7, 2021


	Healthcare Trust of America Holdings, LP

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

By:	/s/ Scott D. Peters	Chief Executive Officer, President and Chairman
	Scott D. Peters	(Principal Executive Officer)
Date:	May 7, 2021

By:	/s/ Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer)
Date:	May 7, 2021



	Gain (Loss) Recognized in OCI on Derivative (Effective Portion):					Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion):						Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing):
	Three Months Ended September 30,					Three Months Ended September 30,						Three Months Ended September 30,
Derivatives Cash Flow Hedging Relationships:	2017		2016		Statement of Operations Location	2017			2016		Statement of Operations Location	2017			2016
Interest rate swaps	$	9	$	—	Interest related to derivative financial instruments	$	(196	)	$	—	Interest related to derivative financial instruments	$	(4	)	$	—



	Offsetting of Derivative Assets
	Gross Amounts of Recognized Assets		Gross Amounts in the Consolidated Balance Sheets		Net Amounts of Assets Presented in the Consolidated Balance Sheets		Financial Instruments		Cash Collateral Received		Net Amount
September 30, 2017	$	952	$	—	$	952	$	—	$	—	$	952
December 31, 2016	541		—		541		—		—		541



	Offsetting of Derivative Liabilities
	Gross Amounts of Recognized Liabilities		Gross Amounts in the Consolidated Balance Sheets		Net Amounts of Liabilities Presented in the Consolidated Balance Sheets		Financial Instruments		Cash Collateral Received		Net Amount
September 30, 2017	$	1,441	$	—	$	1,441	$	—	$	—	$	1,441
December 31, 2016	1,920		—		1,920		—		—		1,920



	September 30, 2017				September 30, 2016
	Restricted Common Stock		Weighted Average Grant Date Fair Value		Restricted Common Stock		Weighted Average Grant Date Fair Value
Beginning balance	640,870		$	27.36	487,850		$	23.13
Granted	292,109		29.75		417,110		29.82
Vested	(278,821	)	25.31		(236,749	)	23.27
Forfeited	(58,384	)	28.86		(24,391	)	25.93
Ending balance	595,774		$	29.39	643,820		$	27.35



	Level 1		Level 2		Level 3		Total
Assets:
Derivative financial instruments	$	—	$	952	$	—	$	952
Liabilities:
Derivative financial instruments	$	—	$	1,441	$	—	$	1,441



	Expected Maturity Date
	2017			2018			2019			2020			2021			Thereafter			Total
Fixed rate debt	$	915		$	99,777		$	104,821		$	117,769		$	303,424		$	1,639,147		$	2,265,853
Weighted average interest rate on fixed rate debt (per annum)	5.43		%	4.05		%	4.19		%	4.41		%	3.40		%	3.57		%	3.64		%
Variable rate debt	$	251		$	1,050		$	1,119		$	27,123		$	509		$	583,117		$	613,169
Weighted average interest rate on variable rate debt based on forward rates in effect as of September 30, 2017 (per annum)	3.14		%	3.27		%	3.65		%	3.40		%	4.58		%	3.64		%	2.58		%



Period	Total Number of Shares Purchased ^{(1) (2)}	Average Price Paid per Share ^{(1) (2)}		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program	Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
July 1, 2017 to July 31, 2017	—	$	—	—	—
August 1, 2017 to August 31, 2017	2,466	30.64		—	—
September 1, 2017 to September 30, 2017	—	—		—	—

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

~~Accounting Pronouncement~~

~~Description~~

~~Effective Date~~

~~Effect on financial statements~~

~~ASU 2017-01~~
~~Business Combinations:~~
~~Clarifying the Definition of a Business~~
~~(Issued January 2017)~~

ASU 2017-01 clarifies the definition of a business by adding guidance to assist entities evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including, but not limited to, acquisitions, disposals, goodwill and consolidation.

~~ASU 2017-01 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.~~

We adopted ASU 2017-01 as of January 1, 2017 on a prospective basis. We expect that the majority of our future investments in real estate will be accounted for as asset acquisitions under ASU 2017-01. The adoption of ASU 2017-01 will impact how we account for acquisition-related expenses and contingent consideration, which may result in lower acquisition-related expenses and eliminate fair value adjustments related to future contingent consideration arrangements.