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

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
or
For the quarterly period ended:September 30, 2022
¨OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to

For the transition period from            to            
Commission File Number: 001-35568 (Healthcare Realty Trust of America, Inc.)Incorporated)
Commission File Number: 333-190916 (Healthcare Trust of America Holdings, LP)
_________________________ 
HEALTHCARE REALTY TRUST OF AMERICA, INC.
HEALTHCARE TRUST OF AMERICA HOLDINGS, LPINCORPORATED
(Exact name of registrantRegistrant as specified in its charter)
Maryland20-4738467
Maryland (Healthcare Trust of America, Inc.)20-4738467
Delaware (Healthcare Trust of America Holdings, LP)20-4738347
(State or other jurisdiction of
incorporation Incorporation or organization)
(I.R.S. Employer
Identification No.)
16435 N. Scottsdale Road,3310 West End Avenue, Suite 320700
Scottsdale, Arizona 85254Nashville, Tennessee 37203
(Address of principal executive offices)
(480) 998-3478(615) 269-8175
(Registrant’sRegistrant's telephone number, including area code)
N/A
www.healthcarerealty.com
(Internet address)
(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 ClassTrading SymbolName of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value per shareHRNew 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.  

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

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

☒Large accelerated filer☐Accelerated filer☐Non-accelerated filer
Healthcare Trust of America, Inc.
Large-accelerated filer x
☐
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 ¨
Non-accelerated filer x
Smaller reporting company ¨
Emerging growth company ¨
(Do not check if a smaller reporting company)

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

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

Healthcare Trust of America, Inc.
¨ Yes
☐
x No
Yes
Healthcare Trust of America Holdings, LP☒
¨ Yes
x No
As of October 23, 2017, there were 204,886,019 shares of Class A common stock of Healthcare Trust of America, Inc. outstanding.






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



Explanatory Note
This Quarterly Report combines the Quarterly Reports on Form 10-Q
On July 20, 2022, pursuant to that certain Agreement and Plan of Merger dated as of February 28, 2022 (the “Merger Agreement”), by and among Healthcare Realty Trust Incorporated, a Maryland corporation (now known as HRTI, LLC, a Maryland limited liability company) (“Quarterly Report”Legacy HR”) for the quarter ended September 30, 2017 of, Healthcare Trust of America, Inc. (“HTA”), a Maryland corporation and(now known as Healthcare Realty Trust Incorporated) (“Legacy HTA”), Healthcare Trust of America Holdings, LP, (“HTALP”), a Delaware limited partnership. Unless otherwise indicated or unlesspartnership (now known as Healthcare Realty Holdings, L.P.) (the “OP”), and HR Acquisition 2, LLC, a Maryland limited liability company (“Merger Sub”), Merger Sub merged with and into Legacy HR, with Legacy HR continuing as the context requires otherwise, all references in this Quarterly Reportsurviving entity and a wholly-owned subsidiary of Legacy HTA (the “Merger”). Immediately following the Merger, Legacy HR converted to “we,” “us,” “our,” “the Company” or “our Company” refera Maryland limited liability company and changed its name to “HRTI, LLC” and Legacy HTA changed its name to “Healthcare Realty Trust Incorporated”. In addition, the equity interests of Legacy HR were contributed by means of a contribution and HTALP, collectively, and all references to “common stock” shall referassignment agreement to the Class A common stockOP such that Legacy HR became a wholly-owned subsidiary of HTA.
HTA operates asthe OP. As a real estate investment trust (“REIT”) and is the general partnerresult, Legacy HR became a part of HTALP. As of September 30, 2017, HTA owned a 98.0% 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 (“UPREIT”) structure, which is intended to align the corporate structure of the combined company after giving effect to the Merger and the UPREIT reorganization and to provide a platform for the combined company to more efficiently acquire properties in a tax-deferred manner. The combined company operates under the name “Healthcare Realty Trust Incorporated” and its shares of class A common stock, $0.01 par value per share, trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “HR”.
For accounting purposes, the Merger was treated as a “reverse acquisition” in which HTALP and its subsidiaries hold substantially all ofLegacy HR was considered the assets. HTA’s only material asset is its ownership of partnership interests of HTALP.accounting acquirer. As a result, HTA does not conduct business itself, other than acting as the sole general partner of HTALP, issuing public equity from time to time and guaranteeing certain debts of HTALP. HTALP conducts the operationshistorical financial statements of the businessaccounting acquirer, Legacy HR, became the historical financial statements of the Company, as defined below. Future periodic reports for periods ending following the Merger will reflect financial and issues publicly-traded debt, butother information of the Company. The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”), which requires, among other things, the assets acquired and the liabilities assumed to be recognized at their acquisition date fair value.
For purposes of this Quarterly Report on Form 10-Q, references to the “Company” are to Legacy HR for periods prior to the closing of the Merger and thereafter to Legacy HR and Legacy HTA after giving effect to the Merger.
In addition, the OP has no publicly-traded equity. Except for net proceeds from public equity issuancesissued unsecured notes described in Note 6 to our Condensed Consolidated Financial Statements included in this report. All unsecured notes are fully and unconditionally guaranteed by HTA,the Company, and the OP is 98.9% owned by the Company. Effective January 4, 2021, the SEC adopted amendments to the financial disclosure requirements which are generally contributedpermit subsidiary issuers of obligations guaranteed by the parent to HTALP in exchange for partnership units of HTALP, HTALP generatesomit separate financial statements if the capital required for the business through its operations and by direct or indirect incurrence of indebtedness or through the issuance of its partnership units (“OP Units”).
Noncontrolling interests, stockholders’ equity and partners’ capital are the primary areas of difference between the condensed consolidated financial statements of HTAthe parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and HTALP. Limited partnership units in HTALP are accounted for as partners’ capital in HTALP’s condensed consolidated balance sheetsthe security is guaranteed fully and as 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 tounconditionally by the differences in the equity issued by HTA and HTALP, respectively.
We believe combining the Quarterly Reports of HTA and HTALP, including the notes to the condensedparent. Accordingly, separate consolidated financial statements into this single Quarterly Report results in the following benefits:
enhances stockholders’ understanding of HTA and HTALP by enabling stockholders to view the business as a whole in the same manner that management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure in this Quarterly Report applies to both HTA and HTALP; andOP have not been presented.
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 7 - Debt, Note 10 - Stockholders’ Equity and Partners’ Capital, Note 12 - Per Share Data of HTA and Note 13 - Per Unit Data of HTALP;
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.

2


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


HEALTHCARE REALTY TRUST INCORPORATED
FORM 10-Q
September 30, 2022


    Table of Contents
Page
PART I - FINANCIAL INFORMATION
1
Item 1.
4
Healthcare Trust of America, Inc.
Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016
41
52
63
74
86
Healthcare Trust of America Holdings, LP
9
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016
10
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2017 and 2016
11
Condensed Consolidated Statements of Changes in Partners’ Capital for the Nine Months Ended September 30, 2017 and 2016
12
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016
13
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
Notes to Unauditedthe Condensed Consolidated Financial Statements
148
3029
4441
4542
PART II - OTHER INFORMATION
42
4642
46
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
46
46
Signatures
SIGNATURE
4749







3


Table of Contents


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
HEALTHCARE TRUST OF AMERICA, INC.Healthcare Realty Trust Incorporated
CONDENSED CONSOLIDATED BALANCE SHEETSCondensed Consolidated Balance Sheets
(InAmounts in thousands, except for share and per share data)data
(Unaudited)
  September 30, 2017 December 31, 2016
ASSETS    
Real estate investments:    
Land $480,850
 $386,526
Building and improvements 5,788,837
 3,466,516
Lease intangibles 648,591
 467,571
Construction in progress 59,573
 —
  6,977,851
 4,320,613
Accumulated depreciation and amortization (973,566) (817,593)
Real estate investments, net 6,004,285
 3,503,020
Investment in unconsolidated joint venture 68,303
 —
Cash and cash equivalents 9,410
 11,231
Restricted cash and escrow deposits 17,469
 13,814
Receivables and other assets, net 206,030
 173,461
Other intangibles, net 108,025
 46,318
Total assets $6,413,522
 $3,747,844
LIABILITIES AND EQUITY    
Liabilities:    
Debt $2,856,758
 $1,768,905
Accounts payable and accrued liabilities 159,070
 105,034
Derivative financial instruments - interest rate swaps 1,441
 1,920
Security deposits, prepaid rent and other liabilities 61,402
 49,859
Intangible liabilities, net 69,852
 37,056
Total liabilities 3,148,523
 1,962,774
Commitments and contingencies 
 
Redeemable noncontrolling interests 4,692
 4,653
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
Additional paid-in capital 4,386,224
 2,754,818
Accumulated other comprehensive loss (615) —
Cumulative dividends in excess of earnings (1,212,051) (1,068,961)
Total stockholders’ equity 3,175,565
 1,687,274
Noncontrolling interests 84,742
 93,143
Total equity 3,260,307
 1,780,417
Total liabilities and equity $6,413,522
 $3,747,844
     
ASSETS
Unaudited
SEPTEMBER 30, 2022
DECEMBER 31, 2021
Real estate properties
Land$1,449,550 $387,918 
Buildings and improvements11,439,797 4,337,641 
Lease intangibles968,914 120,478 
Personal property11,680 11,761 
Investment in financing receivable, net118,919 186,745 
Financing lease right-of-use assets79,950 31,576 
Construction in progress43,148 3,974 
Land held for development73,321 24,849 
Total real estate properties14,185,279 5,104,942 
Less accumulated depreciation and amortization(1,468,736)(1,338,743)
Total real estate properties, net12,716,543 3,766,199 
Cash and cash equivalents57,583 13,175 
Assets held for sale, net185,074 57 
Operating lease right-of-use assets321,365 128,386 
Investments in unconsolidated joint ventures327,752 161,942 
Goodwill148,891 3,487 
Other assets, net438,235 185,673 
Total assets$14,195,443 $4,258,919 
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Notes and bonds payable$5,570,139 $1,801,325 
Accounts payable and accrued liabilities231,018 86,108 
Liabilities of assets held for sale10,644 294 
Operating lease liabilities268,840 96,138 
Financing lease liabilities72,378 22,551 
Other liabilities203,398 67,387 
Total liabilities6,356,417 2,073,803 
Commitments and contingencies
Stockholders' equity
Preferred stock, $.01 par value per share; 200,000 shares authorized; none issued and outstanding— — 
Class A Common stock, $.01 par value per share; 1,000,000 shares authorized; 380,572 and 150,457 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively3,806 1,505 
Additional paid-in capital9,586,556 3,972,917 
Accumulated other comprehensive income (loss)5,524 (9,981)
Cumulative net income attributable to common stockholders1,342,819 1,266,158 
Cumulative dividends(3,211,492)(3,045,483)
Total stockholders' equity7,727,213 2,185,116 
Non-controlling interest111,813 — 
Total equity7,839,026 2,185,116 
Total liabilities and equity$14,195,443 $4,258,919 
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, are an integral part of these condensed consolidated financial statements.


4

1


Table of Contents


Healthcare Realty Trust Incorporated
HEALTHCARE TRUST OF AMERICA, INC.Condensed Consolidated Statements of Income
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSFor the Three and Nine Months Ended September 30, 2022 and 2021
(InAmounts in thousands, except for per share data)data
(Unaudited)Unaudited
THREE MONTHS ENDED
September 30,		NINE MONTHS ENDED
September 30,
2022202120222021
Revenues
Rental income$298,931 $131,746 $578,052 $388,620 
Interest income3,366 1,917 7,253 2,426 
Other operating4,057 2,969 9,270 7,347 
306,354 136,632 594,575 398,393 
Expenses
Property operating112,473 55,518 226,947 159,241 
General and administrative16,741 8,207 38,317 25,251 
Acquisition and pursuit costs482 974 3,137 2,388 
Merger-related costs79,402 — 92,603 — 
Depreciation and amortization158,117 50,999 267,889 150,904 
367,215 115,698 628,893 337,784 
Other income (expense)
Gain on sales of real estate properties143,908 1,186 197,188 41,046 
Interest expense(53,044)(13,334)(82,248)(39,857)
Loss on extinguishment of debt(1,091)— (2,520)— 
Impairment of real estate properties— (10,669)25 (16,581)
Equity loss from unconsolidated joint ventures(124)(183)(776)(404)
Interest and other (expense) income, net(172)— (378)239 
89,477 (23,000)111,291 (15,557)
Net income (loss)$28,616 $(2,066)$76,973 $45,052 
Net income attributable to non-controlling interests(312)— (312)— 
Net income (loss) attributable to common stockholders$28,304 $(2,066)$76,661 $45,052 
Basic earnings per common share$0.08 $(0.02)$0.36 $0.31 
Diluted earnings per common share$0.08 $(0.02)$0.35 $0.31 
Weighted average common shares outstanding - basic328,805 143,818 209,807 141,521 
Weighted average common shares outstanding - diluted332,031 143,818 210,944 141,613 
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Revenues:       
Rental income$175,431
 $118,252
 $438,949
 $338,646
Interest and other operating income563
 88
 1,271
 243
Total revenues175,994
 118,340
 440,220

338,889
Expenses:       
Rental56,331
 36,885
 138,874
 105,299
General and administrative8,283
 7,293
 25,178
 20,879
Transaction261
 1,122
 5,618
 4,997
Depreciation and amortization70,491
 47,864
 172,900
 130,430
Impairment—
 —
 5,093
 —
Total expenses135,366
 93,164
 347,663
 261,605
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
Loss on extinguishment of debt, net(774) (3,000) (11,192) (3,022)
Income from unconsolidated joint venture318
 —
 381
 —
Other (expense) income(27) 95
 (13) 220
Net income$13,957
 $6,639
 $22,105
 $30,191
Net income attributable to noncontrolling interests (1) 
(194) (212) (715) (830)
Net income attributable to common stockholders$13,763
 $6,427
 $21,390
 $29,361
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
Weighted average common shares outstanding:       
Basic200,674
 138,807
 173,189
 134,905
Diluted204,795
 143,138
 177,410
 138,314
Dividends declared per common share$0.305
 $0.300
 $0.905
 $0.890
        
(1) Includes amounts attributable to redeemable noncontrolling interests.

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


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2


Table of Contents


Healthcare Realty Trust Incorporated
HEALTHCARE TRUST OF AMERICA, INC.Condensed Consolidated Statements of Comprehensive Income
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)For the Three and Nine Months Ended September 30, 2022 and 2021
(In thousands)Amounts in thousands
(Unaudited)Unaudited
THREE MONTHS ENDED
 September 30,		NINE MONTHS ENDED
September 30,
2022202120222021
Net income (loss)$28,616 $(2,066)$76,973 $45,052 
Other comprehensive income
Interest rate swaps
Reclassification adjustments for losses included in net income (interest expense)763 1,131 2,672 3,340 
Gains arising during the period on interest rate swaps6,083 36 12,905 2,079 
6,846 1,167 15,577 5,419 
Comprehensive income (loss)35,462 (899)92,550 50,471 
Less: comprehensive income attributable to non-controlling interests(384)— (384)— 
Comprehensive income (loss) attributable to common stockholders$35,078 $(899)$92,166 $50,471 
 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 hedges205
 —
 (631) —
Total other comprehensive gain (loss)205
 —
 (631) —
        
Total comprehensive income14,162
 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
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, are an integral part of these condensed consolidated financial statements.




63




Healthcare Realty Trust Incorporated
HEALTHCARE TRUST OF AMERICA, INC.Condensed Consolidated Statements of Equity
CONDENSED CONSOLIDATED STATEMENTS OF EQUITYFor the Three Months Ended September 30, 2022 and 2021
(In thousands)Amounts in thousands, except per share data
(Unaudited)Unaudited
Common
Stock		Additional
Paid-In
Capital		Accumulated
Other
Comprehensive
Income (Loss)		Cumulative
Net Income		Cumulative
Dividends		Total
Stockholders’
Equity		Non-controlling InterestsTotal
Equity
Balance at June 30, 2022$1,516 $4,002,525 $(1,250)$1,314,515 $(3,139,440)$2,177,866 $— $2,177,866 
Issuance of common stock, net of issuance costs— 84 — — — 84 — 84 
Merger consideration transferred2,289 5,574,174 — — — 5,576,463 110,702 5,687,165 
Non-controlling interests acquired— — — — — — 1,266 1,266 
Common stock redemptions— (41)— — — (41)— (41)
Share-based compensation1 9,716 — — — 9,717 — 9,717 
Redemption of non-controlling interest— 98 — — — 98 (97)1 
Net income— — — 28,304 — 28,304 312 28,616 
Reclassification adjustments for losses included in net income (interest expense)
— — 755 — — 755 8 763 
Gains arising during the period on
interest rate swaps
— — 6,019 — — 6,019 64 6,083 
Dividends to common stockholders
($0.31 per share)
— — — — (72,052)(72,052)(442)(72,494)
Balance at September 30, 2022$3,806 $9,586,556 $5,524 $1,342,819 $(3,211,492)$7,727,213 $111,813 $7,839,026 
Common
Stock		Additional
Paid-In
Capital		Accumulated
Other
Comprehensive
Income (Loss)		Cumulative
Net Income		Cumulative
Dividends		Total
Stockholders’
Equity		Non-controlling InterestsTotal
Equity
Balance at June 30, 2021$1,455 $3,818,592 $(13,580)$1,246,617 $(2,956,830)$2,096,254 $— $2,096,254 
Issuance of common stock, net of issuance costs20 61,442 — — — 61,462 — 61,462 
Common stock redemptions— — — — — — — — 
Share-based compensation— 2,538 — — — 2,538 — 2,538 
Net loss— — — (2,066)— (2,066)— (2,066)
Reclassification adjustments for losses included in net income (interest expense)
— — 1,131 — — 1,131 — 1,131 
Losses arising during the period on interest rate swaps
— — 36 — — 36 — 36 
Dividends to common stockholders ($0.3025 per share)— — — — (44,022)(44,022)— (44,022)
Balance at September 30, 2021$1,475 $3,882,572 $(12,413)$1,244,551 $(3,000,852)$2,115,333 $— $2,115,333 
 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, 2015127,027
 $1,270
 $2,328,806
 $—
 $(950,652) $1,379,424
 $27,534
 $1,406,958
Issuance of common stock, net14,138
 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, net393
 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 other257
 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, 2016141,728
 $1,417
 $2,753,566
 $—
 $(1,042,977) $1,712,006
 $91,247
 $1,803,253
                
Balance as of December 31, 2016141,719
 $1,417
 $2,754,818
 $—
 $(1,068,961) $1,687,274
 $93,143
 $1,780,417
Issuance of common stock, net58,623
 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, net234
 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 other227
 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, 2017200,687
 $2,007
 $4,386,224
 $(615) $(1,212,051) $3,175,565
 $84,742
 $3,260,307

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






7



4



Healthcare Realty Trust Incorporated
HEALTHCARE TRUST OF AMERICA, INC.Condensed Consolidated Statements of Equity
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFor the Nine Months Ended September 30, 2022 and 2021
(In thousands)Amounts in thousands, except per share data
(Unaudited)Unaudited
  Nine Months Ended September 30,
  2017 2016
Cash flows from operating activities:    
Net income $22,105
 $30,191
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation, amortization and other 169,057
 128,728
Share-based compensation expense 5,493
 5,136
Bad debt expense 635
 508
Impairment 5,093
 —
Income from unconsolidated joint venture (381) —
Gain on sale of real estate, net (3) (4,212)
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:    
Receivables and other assets, net (20,489) (14,051)
Accounts payable and accrued liabilities 29,566
 3,598
Prepaid rent and other liabilities 7,158
 (6,807)
Net cash provided by operating activities 228,542
 148,257
Cash flows from investing activities:    
Investments in real estate (2,357,570) (532,527)
Investment in unconsolidated joint venture (68,839) —
Development of real estate (19,163) —
Proceeds from the sale of real estate 4,746
 23,368
Capital expenditures (42,990) (34,064)
Restricted cash, escrow deposits and other assets (3,655) 2,143
Net cash used in investing activities (2,487,471) (541,080)
Cash flows from financing activities:    
Borrowings on unsecured revolving credit facility 515,000
 513,000
Payments on unsecured revolving credit facility (528,000) (704,000)
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)
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
Repurchase and cancellation of common stock (3,413) (2,425)
Dividends paid (145,877) (116,655)
Distributions paid to noncontrolling interest of limited partners (4,019) (2,724)
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
Common
Stock		Additional
Paid-In
Capital		Accumulated
Other
Comprehensive
Income (Loss)		Cumulative
Net Income		Cumulative
Dividends		Total
Stockholders’
Equity		Non-controlling InterestTotal Equity
Balance at December 31, 2021$1,505 $3,972,917 $(9,981)$1,266,158 $(3,045,483)$2,185,116 $— $2,185,116 
Issuance of common stock, net of issuance costs8 22,847 — — — 22,855 — 22,855 
Merger consideration transferred2,289 5,574,174 — — — 5,576,463 110,702 5,687,165 
Non-controlling interests acquired— — — — — — 1,266 1,266 
Common stock redemptions— (248)— — — (248)— (248)
Share-based compensation4 16,768 — — — 16,772 — 16,772 
Redemption of non-controlling interest— 98 — — — 98 (97)1 
Net Income— — — 76,661 — 76,661 312 76,973 
Reclassification adjustments for losses included in net income (interest expense)

— — 2,664 — — 2,664 8 2,672 
Gains arising during the period on
interest rate swaps		— — 12,841 — — 12,841 64 12,905 
Dividends to common stockholders
($0.93 per share)
— — — — (166,009)(166,009)(442)(166,451)
Balance at September 30, 2022$3,806 $9,586,556 $5,524 $1,342,819 $(3,211,492)$7,727,213 $111,813 $7,839,026 
Common
Stock		Additional
Paid-In
Capital		Accumulated
Other
Comprehensive
Income (Loss)		Cumulative
Net Income		Cumulative
Dividends		Total
Stockholders’
Equity		Non-controlling InterestTotal Equity
Balance at December 31, 2020$1,395 $3,635,341 $(17,832)$1,199,499 $(2,870,027)$1,948,376 $— $1,948,376 
Issuance of common stock, net of issuance costs78 240,660 — — — 240,738 — 240,738 
Common stock redemptions— (1,610)— — — (1,610)— (1,610)
Share-based compensation2 8,181 — — — 8,183 — 8,183 
Net income— — — 45,052 — 45,052 — 45,052 
Reclassification adjustments for losses included in net income (interest expense)
— — 3,340 — — 3,340 — 3,340 
Gains arising during the period on interest rate swaps
— — 2,079 — — 2,079 — 2,079 
Dividends to common stockholders ($0.9075 per share)— — — — (130,825)(130,825)— (130,825)
Balance at September 30, 2021$1,475 $3,882,572 $(12,413)$1,244,551 $(3,000,852)$2,115,333 $— $2,115,333 
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, are an integral part of these condensed consolidated financial statements.






8



5




HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(InHealthcareRealty Trust Incorporated
Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2022 and 2021
Amounts in thousands except unit data)
(Unaudited)Unaudited

OPERATING ACTIVITIES
NINE MONTHS ENDED
September 30,
20222021
Net income$76,973 $45,052 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization267,889 150,904 
Other amortization11,875 2,721 
Share-based compensation16,772 8,183 
Amortization of straight-line rent receivable (lessor)(12,267)(4,574)
Amortization of straight-line rent on operating leases (lessee)2,016 1,115 
Gain on sales of real estate properties(197,188)(41,046)
Loss on extinguishment of debt2,520 — 
Impairment of real estate properties(25)16,581 
Equity loss from unconsolidated joint ventures776 404 
Distributions from unconsolidated joint ventures893 — 
Non-cash interest from financing and notes receivable(1,901)(196)
Changes in operating assets and liabilities:
Other assets, including right-of-use-assets(19,230)(9,947)
Accounts payable and accrued liabilities35,769 215 
Other liabilities(58,213)843 
Net cash provided by operating activities126,659 170,255 
INVESTING ACTIVITIES
Acquisitions of real estate(376,924)(250,766)
Development of real estate(17,572)(2,020)
Additional long-lived assets(97,797)(69,647)
Funding of mortgages and notes receivable(3,441)— 
Investments in unconsolidated joint ventures(99,586)(49,612)
Investment in financing receivable167 (104,654)
Proceeds from sales of real estate properties and additional long-lived assets870,806 112,029 
Proceeds from notes receivable repayments500 — 
Cash assumed in Merger, including restricted cash for special dividend payment1,149,681 — 
Net cash provided by (used in) investing activities1,425,834 (364,670)
FINANCING ACTIVITIES
Net (repayments)/borrowings on unsecured credit facility(154,400)90,500 
Borrowings on term loans666,500 — 
Repayment on term loan(718,500)— 
Repayments of notes and bonds payable(18,880)(2,914)
Redemption of notes and bonds payable(2,184)— 
Dividends paid(165,735)(130,825)
Special dividend paid in relation to the Merger(1,123,648)— 
Net proceeds from issuance of common stock22,851 240,779 
Common stock redemptions(894)(2,014)
Distributions to non-controlling interest holders(442)— 
Debt issuance and assumption costs(12,753)(252)
Payments made on finance leases— (162)
Net cash (used in) provided by financing activities(1,508,085)195,112 
Increase in cash and cash equivalents44,408 697 
Cash and cash equivalents at beginning of period13,175 15,303 
Cash and cash equivalents at end of period$57,583 $16,000 


6



  September 30, 2017 December 31, 2016
ASSETS    
Real estate investments:    
Land $480,850
 $386,526
Building and improvements 5,788,837
 3,466,516
Lease intangibles 648,591
 467,571
Construction in progress 59,573
 —
  6,977,851
 4,320,613
Accumulated depreciation and amortization (973,566) (817,593)
Real estate investments, net 6,004,285
 3,503,020
Investment in unconsolidated joint venture 68,303
 —
Cash and cash equivalents 9,410
 11,231
Restricted cash and escrow deposits 17,469
 13,814
Receivables and other assets, net 206,030
 173,461
Other intangibles, net 108,025
 46,318
Total assets $6,413,522
 $3,747,844
LIABILITIES AND PARTNERS’ CAPITAL    
Liabilities:    
Debt $2,856,758
 $1,768,905
Accounts payable and accrued liabilities 159,070
 105,034
Derivative financial instruments - interest rate swaps 1,441
 1,920
Security deposits, prepaid rent and other liabilities 61,402
 49,859
Intangible liabilities, net 69,852
 37,056
Total liabilities 3,148,523
 1,962,774
Commitments and contingencies 

 

Redeemable noncontrolling interests 4,692
 4,653
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
Total partners’ capital 3,260,307
 1,780,417
Total liabilities and partners’ capital $6,413,522
 $3,747,844

Supplemental Cash Flow Information
NINE MONTHS ENDED
September 30,
20222021
Interest paid$83,382 $40,653 
Invoices accrued for construction, tenant improvements and other capitalized costs$52,840 $11,663 
Capitalized interest$848 $187 






















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




97



Table of Contents

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,
 2017 2016 2017 2016
Revenues:       
Rental income$175,431
 $118,252
 $438,949
 $338,646
Interest and other operating income563
 88
 1,271
 243
Total revenues175,994
 118,340
 440,220
 338,889
Expenses:       
Rental56,331
 36,885
 138,874
 105,299
General and administrative8,283
 7,293
 25,178
 20,879
Transaction261
 1,122
 5,618
 4,997
Depreciation and amortization70,491
 47,864
 172,900
 130,430
Impairment—
 —
 5,093
 —
Total expenses135,366
 93,164
 347,663
 261,605
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
Loss on extinguishment of debt, net(774) (3,000) (11,192) (3,022)
Income from unconsolidated joint venture318
 —
 381
 —
Other (expense) income(27) 95
 (13) 220
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
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
Weighted average common units outstanding:        
Basic204,795
 143,137
 177,410
 138,314
Diluted204,795
 143,137
 177,410
 138,314
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.

10


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 hedges205
 —
 (631) —
Total other comprehensive gain (loss)205
 —
 (631) —
        
Total comprehensive income14,162
 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
The accompanying notes are an integral part of these condensed consolidated financial statements.


11


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, 2015127,027
 $1,379,694
 1,930
 $27,264
 $1,406,958
Issuance of general partner units, net14,138
 417,163
 —
 —
 417,163
Issuance of limited partner units in connection with an acquisition—
 —
 2,650
 71,754
 71,754
Share-based award transactions, net393
 5,136
 —
 —
 5,136
Redemption and cancellation of general partner units(87) (2,425) —
 —
 (2,425)
Redemption of limited partner units and other257
 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, 2016141,728
 $1,712,276
 4,323
 $90,977
 $1,803,253
          
Balance as of December 31, 2016141,719
 $1,687,544
 4,323
 $92,873
 $1,780,417
Issuance of general partner units, net58,623
 1,624,222
 —
 —
 1,624,222
Issuance of limited partner units in connection with an acquisition—
 —
 21
 610
 610
Share-based award transactions, net234
 5,493
 —
 —
 5,493
Redemption and cancellation of general partner units(116) (3,413) —
 —
 (3,413)
Redemption of limited partner units and other227
 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, 2017200,687
 $3,175,835
 4,117
 $84,472
 $3,260,307
The accompanying notes are an integral part of these condensed consolidated financial statements.


12


HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
  Nine Months Ended September 30,
  2017 2016
Cash flows from operating activities:    
Net income $22,105
 $30,191
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation, amortization and other 169,057
 128,728
Share-based compensation expense 5,493
 5,136
Bad debt expense 635
 508
Impairment 5,093
 —
Income from unconsolidated joint venture (381) —
Gain on sale of real estate, net (3) (4,212)
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:    
Receivables and other assets, net (20,489) (14,051)
Accounts payable and accrued liabilities 29,566
 3,598
Prepaid rent and other liabilities 7,158
 (6,807)
Net cash provided by operating activities 228,542
 148,257
Cash flows from investing activities:    
Investments in real estate (2,357,570) (532,527)
Investment in unconsolidated joint venture (68,839) —
Development of real estate (19,163) —
Proceeds from the sale of real estate 4,746
 23,368
Capital expenditures (42,990) (34,064)
Restricted cash, escrow deposits and other assets (3,655) 2,143
Net cash used in investing activities (2,487,471) (541,080)
Cash flows from financing activities:    
Borrowings on unsecured revolving credit facility 515,000
 513,000
Payments on unsecured revolving credit facility (528,000) (704,000)
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)
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
Repurchase and cancellation of general partner units (3,413) (2,425)
Distributions paid to general partner (145,877) (116,655)
Distributions paid to limited partners and redeemable noncontrolling interests (4,019) (2,724)
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
The accompanying notes are an integral part of these condensed consolidated financial statements.

13


HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
NOTES TO UNAUDITEDTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unless otherwise indicated or unless the context requires otherwise the use of the words “we,” “us” or “our” refers to Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP, collectively.
Note 1. Organization and Description of Business
HTA, a Maryland corporation, and HTALP, a Delaware limited partnership, were incorporated or formed, as applicable, on April 20, 2006. HTA operates as a REIT and is the general partner of HTALP, which is the operating partnership. 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 REIT structure in which HTALP and its subsidiaries hold substantially all of the assets. HTA’s only material asset is its ownership of partnership interests of HTALP. As a result, HTA does not conduct business itself, other than acting as the sole general partner of HTALP, issuing public equity from time to time and guaranteeing certain debts of HTALP. HTALP conducts the operations of the business and issues publicly-traded debt, but has no publicly-traded equity.
HTA is 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 campuses, near university medical centers, or in core community outpatient locations. We also focus on our key markets that have certain demographic and macro-economic trends and where we can utilize our institutional property management and leasing platform to generate strong tenant relationships and operating cost efficiencies. Our primary objective is to maximize stockholder value with disciplined growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing and property management oversight; (ii) target accretive acquisitions 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. HTA has qualified to be taxed as a REIT for federal income tax purposes and intends to continue to be taxed as a REIT.
Since 2006, we have invested $7.0 billion to create a portfolio of MOBs and other healthcare assets consisting of approximately 24.2 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 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 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% 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
Business Overview
Healthcare Realty Trust Incorporated is a real estate investment trust ("REIT") that owns, leases, manages, acquires, finances, develops and redevelops income-producing real estate properties associated primarily with the delivery of outpatient healthcare services throughout the United States. As of September 30, 2022, the Company had gross investments of approximately $14.2 billion in 695 real estate properties, construction in progress, redevelopments, financing receivables, financing lease right-of-use assets, land held for development and corporate property. The summaryCompany's 695 real estate properties are located in 35 states and total approximately 40.7 million square feet. The Company provided leasing and property management services to approximately 38.9 million square feet nationwide. As of significant accounting policies presentedSeptember 30, 2022, the Company had a weighted average ownership interest of approximately 49% in 33 real estate properties held in joint ventures. See Note 3 below is designedfor more details regarding the Company's unconsolidated joint ventures. Any references to assistsquare footage or occupancy percentage, and any amounts derived from these values in understanding our condensed consolidated financial statements. Such condensed consolidated financial statements andthese notes to the accompanying notesCompany's Condensed Consolidated Financial Statements, are outside the representationsscope of our management, who are responsible for their integrity and objectivity. Theseindependent registered public accounting policies conform to U.S. generally accepted accounting principles (“GAAP”) in all material respects and have been consistently applied in preparing our accompanying condensed consolidated financial statements.firm’s review.
Basis of Presentation
Our accompanying condensed consolidated financial statements include our accountsFor purposes of this Quarterly Report on Form 10-Q, references to the “Company” are to Legacy HR for periods prior to the closing of the Merger and those of our subsidiariesthereafter to Legacy HR and any consolidated variable interest entities (“VIEs”). All inter-company balances and transactions have been eliminatedLegacy HTA after giving effect to the Merger. The Merger is described in the accompanying condensed consolidated financial statements.

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

Interim Unauditedmore detail in Note 2 to these Condensed Consolidated Financial Data
Our accompanying condensed consolidated financial statementsStatements. The Condensed Consolidated Financial Statements have been prepared by us in accordance with GAAPaccounting principles generally accepted in conjunctionthe United States ("GAAP") for interim financial information and with the rulesinstructions to Form 10-Q and regulationsArticle 10 of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statementsRegulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are,However, except as disclosed herein and specific disclosures incorporated as a result of the Merger, management believes there has been no material change in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flowsthe information disclosed in the Notes to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. All material intercompany transactions and balances have been eliminated in consolidation.
This interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable for the full year. Our accompanying condensed consolidated financial statementsinformation should be read in conjunction with our auditedthe consolidated financial statements and the notes thereto included in our 2016the Company’s Annual Report on Form 10-K.10-K for the year ended December 31, 2021. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. In addition, the interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2022 for many reasons including, but not limited to, the Merger (as discussed in more detail in Note 2 below), acquisitions, dispositions, capital financing transactions, changes in interest rates and the effects of other trends, risks and uncertainties.
Principles of Consolidation
The consolidated financial statementsCompany’s Condensed Consolidated Financial Statements include, as of September 30, 2022, the accounts of ourthe Company, its wholly owned subsidiaries, and consolidated joint venture arrangements.ventures and partnerships where the Company controls the operating activities. The portions of the HTALP operating partnershipinterests not owned by usthe Company are presented as non-controlling interests on the accompanying Condensed Consolidated Balance Sheets and Statements of Operations, Condensed Consolidated Statements of Comprehensive Income, and Condensed Consolidated Statements of Equity. GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). Accounting Standards Codification 810 broadly defines a VIE as an entity in ourwhich either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is the VIE’s primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. As of September 30, 2022, the Company


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
identified three entities that qualified as VIE's because the limited partners in these partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Two of the entities are consolidated balance sheets and statements of operations, consolidated statements of comprehensive income or loss, 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. one is unconsolidated.
Holders of operating partnership units (“OP UnitsUnits”) are considered to be noncontrollingnon-controlling interest holders in HTALPthe OP and their ownership interests are reflected as equity inon the consolidated balance sheets.accompanying Condensed Consolidated Balance Sheets. Further, a portion of the earnings and losses of HTALPthe OP are allocated to noncontrollingnon-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity. As of September 30, 2017 and December 31, 2016,2022, there were approximately 4.14.0 million, and 4.3 million, respectively,or 1.1%, of OP Units issued and outstanding.
VIEs are entities where investors lack sufficient equity at risk foroutstanding held by non-controlling interest holders. Additionally, the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. A primary beneficiaryCompany is one that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The HTALP operating partnership and our other joint venture arrangements are VIEs because the limited partners in those partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Additionally, we determined that we are the primary beneficiary of our VIEs.this VIE. Accordingly, we consolidate ourthe Company consolidates the interests in the HTALP operating partnership and in our other joint venture arrangements.OP. However, because we holdthe Company holds what is deemed a majority voting interest into be significantly all of the HTALP operating partnership and our other joint venture arrangements,OP, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. We will evaluate on an ongoing basis
For property holding entities not determined to be VIEs, the need to consolidateCompany consolidates such entities based onin which it owns 100% of the standards set forthequity or has a controlling financial interest evidenced by ownership of a majority voting interest. All intercompany balances and transactions are eliminated in GAAP as described above.consolidation.
Unconsolidated Joint Ventures
We account for our investments inAs of September 30, 2022, the Company's unconsolidated joint venturesventure arrangements were accounted for using the equity method of accounting because we haveas the ability to exerciseCompany exercised significant influence over but did not control overthese entities. See Note 3 below for more details regarding the financial and operational policy decisionsCompany's unconsolidated joint ventures.
Use of Estimates in the Condensed Consolidated Financial Statements
Preparation of the investments. UsingCondensed Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported in the equity method of accounting,Condensed Consolidated Financial Statements and accompanying notes. Actual results may differ from those estimates.
Reclassifications
Certain reclassifications have been made on the initial investment is recognized at costCompany's prior year Condensed Consolidated Balance Sheet to conform to current year presentation. Previously, the Company's Lease intangibles were included in Building, improvements and subsequently adjustedlease intangibles and Goodwill was included with Other assets, net. These amounts are now classified as separate line items on the Company's Condensed Consolidated Balance Sheets.
Investments in Leases - Financing Receivables, Net
In accordance with Accounting Standards Codification ("ASC") 842, for our sharetransactions in which the Company enters into a contract to acquire an asset and leases it back to the seller (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred when the seller-lessee has a purchase option. As a result, the Company does not recognize the underlying real estate asset but instead recognizes a financial asset in accordance with ASC 310 “Receivables”.
During the first quarter of 2022, the Company reclassified the two medical office buildings in Nashville, Tennessee that were acquired in separate sale-leaseback transactions in the fourth quarter of 2021. The leases with the sellers commenced in the first quarter, which resulted in the allocation of the financing receivable totaling $73.9 million to land and building and improvements.
Real Estate Notes Receivable
Real estate notes receivable consists of mezzanine and other real estate loans, which are generally collateralized by a pledge of the borrower’s ownership interest in the respective real estate owner, a mortgage or deed of trust, and/or corporate guarantees. Real estate notes receivable are intended to be held-to-maturity and are recorded at amortized cost, net income or lossof unamortized loan origination costs and any distributions from the joint venture.fees and allowance for credit losses. As of September 30, 2017, we had a 50% interest in one such investment with a carrying value, maximum exposure to risk, of $68.3 million, which is recorded in investment in unconsolidated joint venture in the accompanying condensed consolidated balance sheets. We record our share of2022, real estate notes receivable, net income (loss) in income (loss)totaled $79.0 million.
Interest Income
Income from unconsolidated joint venture in the accompanying condensed consolidated statements of operations. Lease Financing Receivables
For the three and nine months ended September 30, 2017, we2022, the Company recognized the related income from two financing receivables totaling $2.0 million and $5.9 million, respectively, based on an imputed interest rate over the


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
terms of the applicable lease. As a result, the interest recognized from the financing receivable will not equal the cash payments from the lease agreement.
Acquisition costs incurred in connection with entering into the financing receivable are treated as loan origination fees. These costs are classified with the financing receivable and are included in the balance of the net investment. Amortization of these amounts will be recognized as a reduction to Income from financing receivable, net over the life of the lease.
Income from Real Estate Notes Receivable
During the three and nine months ended September 30, 2022, the Company recognized interest income of $318,000$1.3 million related to real estate notes receivable. Unpaid interest is capitalized, with principal and $381,000, respectively,any unpaid interest due on the maturity date.
Revenue from our unconsolidated joint venture.Contracts with Customers (Topic 606)
InvestmentsThe Company recognizes certain revenue under the core principle of Topic 606. This topic requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in Real Estatean amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease revenue is not within the scope of Topic 606. To achieve the core principle, the Company applies the five step model specified in the guidance.
Depreciation expenseRevenue that is accounted for under Topic 606 is segregated on the Company’s Condensed Consolidated Statements of buildingsIncome in the Other operating line item. This line item includes parking income, management fee income and other miscellaneous income. Below is a detail of the amounts by category:
THREE MONTHS ENDED
September 30,		NINE MONTHS ENDED
September 30,
in thousands2022202120222021
Type of Revenue
Parking income$2,428 $2,187 $6,100 $5,725 
Management fee income 1
1,426 723 2,864 1,381 
Miscellaneous203 59 306 241 
$4,057 $2,969 $9,270 $7,347 
1 Includes the recovery of certain expenses under the financing receivable as outlined in the management agreement.

The Company’s major types of revenue that are accounted for under Topic 606 that are listed above are all accounted for as the performance obligation is satisfied. The performance obligations that are identified for each of these items are satisfied over time, and the Company recognizes revenue monthly based on this principle.
New Accounting Pronouncements
Accounting Standards Update No. 2020-04
On March 12, 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR and Term SOFR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. Management continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Note 2. Merger with HTA

On July 20, 2022 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated as of February 28, 2022 (the “Merger Agreement”), by and among Healthcare Realty Trust Incorporated, a Maryland corporation (now known as HRTI, LLC, a Maryland limited liability company) (“Legacy HR”), Healthcare Trust of America, Inc., a Maryland corporation (now known as Healthcare Realty Trust Incorporated) (“Legacy HTA”), Healthcare Trust of America Holdings, LP, a Delaware limited partnership (now known as Healthcare Realty Holdings, L.P.) (the “OP”), and HR Acquisition 2, LLC, a Maryland limited liability company (“Merger Sub”), Merger Sub merged with and into Legacy HR, with Legacy HR continuing as the surviving entity and a wholly-owned subsidiary of Legacy HTA (the “Merger”).
On the Closing Date, each outstanding share of Legacy HR common stock, $0.01 par value per share (the “Legacy HR Common Stock”), was cancelled and converted into the right to receive one share of Legacy HTA class A common stock at a fixed ratio of 1.00 to 1.00. Per the terms of the Merger Agreement, Legacy HTA declared a special dividend of $4.82 (the “Special Dividend”) for each outstanding share of Legacy HTA class A common stock, $0.01 par value per share ( the “Legacy HTA Common Stock”), and the OP declared a corresponding distribution to the holders of its partnership units, payable to Legacy HTA stockholders and OP unitholders of record on July 19, 2022.
Immediately following the Merger, Legacy HR converted to a Maryland limited liability company and changed its name to HRTI, LLC and Legacy HTA changed its name to “Healthcare Realty Trust Incorporated”. In addition, the equity interests of Legacy HR were contributed by Legacy HTA by means of a contribution and assignment agreement to the OP such that Legacy HR became a wholly-owned subsidiary of the OP. As a result, Legacy HR became a part of an umbrella partnership REIT (“UPREIT”) structure, which is intended to align the corporate structure of the combined company after giving effect to the Merger and UPREIT reorganization (the “Combined Company”). The combined company operates under the name “Healthcare Realty Trust Incorporated” and its shares of class A common stock, $0.01 par value per share, trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “HR”.
The primary reason for the Merger was to expand the Company’s size, scale, diversification, liquidity and access to capital, in order to further enhance its competitive advantages and accelerate its investment activities.
For accounting purposes, the Merger was treated as a “reverse acquisition” in which Legacy HTA was considered the legal acquirer and Legacy HR was considered the accounting acquirer based on various factors, including, but not limited to: (i) the composition of the board of directors of the Combined Company, (ii) the composition of senior management of the Combined Company, and (iii) the premium transferred to the Legacy HTA stockholders. As a result, the historical financial statements of the accounting acquirer, Legacy HR, became the historical financial statements of the Combined Company.
The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, which requires, among other things, the assets acquired and the liabilities assumed to be recognized at their acquisition date fair value.
The consideration transferred on the Closing Date is as follows:
Dollars in thousands
Shares of Legacy HTA Common Stock outstanding as of July 20, 2022 as adjusted(a)
228,520,990 
Exchange ratio1.00 
Implied shares of Legacy HR Common Stock issued228,520,990 
Adjusted closing price of Legacy HR Common Stock on July 20, 2022(b)
$24.37 
Value of implied Legacy HR Common Stock issued$5,569,057 
Fair value of Legacy HTA restricted stock awards attributable to pre-Merger services(c)
7,406 
Consideration transferred$5,576,463 
(a) Includes 228,520,990 shares of Legacy HTA Common Stock as of July 20, 2022. The number of shares of HTA Common Stock presented above was based on 228,857,717 total shares of Legacy HTA Common Stock outstanding as of the Closing Date, less 192 HTA fractional shares that were paid in cash less 336,535 shares of Legacy HTA restricted stock (net of 215,764 shares of Legacy HTA restricted stock withheld). For accounting purposes, these shares and units were converted to Legacy HR Common Stock, at an exchange ratio of 1.00 per share of HTA Common Stock.
(b) For accounting purposes, the fair value of Legacy HR Common Stock issued to former holders of Legacy HTA Common Stock was based on the per share closing price of Legacy HR Common Stock on July 20, 2022.


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

Preliminary Purchase Price Allocation
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the Closing Date:
Dollars in thousands
ASSETS
Real estate investments
Land$985,926 
Buildings and improvements6,960,418 
Lease intangible assets(a)
831,920 
Financing lease right-of-use assets9,874 
Construction in progress10,071 
Land held for development46,538 
Total real estate investments$8,844,747 
Assets held for sale, net707,442 
Investments in unconsolidated joint ventures67,892 
Cash and cash equivalents26,034 
Restricted cash1,123,647 
Operating lease right-of-use assets198,261 
Other assets, net (b) (c)
209,163 
Total assets acquired$11,177,186 
LIABILITIES
Notes and bonds payable$3,991,300 
Accounts payable and accrued liabilities1,227,570 
Liabilities of assets held for sale28,677 
Operating lease liabilities173,948 
Financing lease liabilities10,720 
Other liabilities203,210 
Total liabilities assumed$5,635,425 
Net identifiable assets acquired$5,541,761 
Non-controlling interest$110,702 
Goodwill$145,404 
(a) The weighted average amortization period for the acquired lease intangible assets is 5.5 years.
(b) Includes $34.6 million of gross contractual accounts receivable, which approximates fair value, of which the Company preliminarily did not expect $12.3 million to be collected as of Closing Date.
(c) Includes $78.7 million of gross contractual real estate notes receivable, the fair value of which was $74.8 million, and the Company preliminarily expects to collect substantially all of the real estate notes receivable proceeds as of the Closing Date.
As of September 30, 2022, the Company had not finalized the determination of fair value of certain tangible and intangible assets acquired and liabilities assumed including, but not limited to real estate assets and liabilities, notes receivables and goodwill. As such, the assessment of fair value of assets acquired and liabilities assumed is preliminary and was based on information that was available at the time the Condensed Consolidated Financial Statements were prepared. The finalization of the purchase accounting assessment could result in material changes in the Company’s determination of the fair value of assets acquired and liabilities assumed, which will be recorded as measurement period adjustments in the period in which they are identified, up to one year from the Closing Date.
A preliminary estimate of approximately $145.4 million has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed. The recognized goodwill is attributable to expected synergies and benefits arising from the Merger, including anticipated general and administrative cost savings and potential economies of scale benefits in both tenant


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
and vendor relationships following the closing of the Merger. None of the goodwill recognized is expected to be deductible for tax purposes.
Merger related Costs
In conjunction with the Merger, the Company incurred Merger-related costs of $79.4 million during the three months ended September 30, 2022 and $92.6 million during the nine months ended September 30, 2022, which were included within Merger-related costs in results of operations. The Merger-related costs primarily consist of legal, consulting, banking services, and other Merger-related costs.
Unaudited Pro Forma Financial Information
The Condensed Consolidated Statements of Income for the three months ended September 30, 20172022 include $157.4 million of revenues and 2016 was $49.8$20.6 million and $31.1 million, respectively. Depreciation expense of buildingsnet loss and improvements for the nine months ended September 30, 20172022 include $157.4 million of revenues and 2016 was $121.5$20.6 million of net loss associated with the results of operations of Legacy HTA from the Merger closing date to September 30, 2022.
The following unaudited pro forma information presents a summary of our Condensed Consolidated Statements of Income for the three months and $86.6 million, respectively.nine months ended September 30, 2022 and 2021, as if the Merger had occurred on January 1, 2021. Adjustments in the pro forma financial information include but are not limited to the following:

(i) additional depreciation and amortization expense related to the acquired tangible and intangible assets,
(ii) additional interest expense on transaction-related borrowings, including assumed debt in connection with the Merger,
(iii) additional rental income related to the assumed above and below-market leases, and straight-line rent and
(iv) Merger-related costs and other one-time, non-recurring costs.
The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of the Merger.
The following pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.
THREE MONTHS ENDED
September 30,		NINE MONTHS ENDED
September 30,
Dollars in thousands2022202120222021
Total revenues$352,744 $332,465 $1,054,809 $982,192 
Net income$115,496 $(14,930)$160,120 $(79,754)


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

Note 3. Real Estate Investments
Recently Issued or Adopted Accounting Pronouncements2022 Company Acquisitions
The following table provides a brief description of recently adopted accounting pronouncements:    
Accounting PronouncementDescriptionEffective DateEffect 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 asdetails the Company's 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.
The following table provides a brief description of recently issued accounting pronouncements:
Accounting PronouncementDescriptionEffective DateEffect 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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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

3. Investments in Real Estate
Our investments, including the Duke Acquisition, brings our total investments for the nine months ended September 30, 2017, to an aggregate purchase price2022:
Dollars in thousandsDATE ACQUIREDPURCHASE PRICE
CASH
CONSIDERATION 1
REAL
ESTATE 2
OTHER 3
SQUARE FOOTAGE
Dallas, TX2/11/22$8,175 $8,185 $8,202 $(17)18,000 
San Francisco, CA 4
3/7/22114,000 112,986 108,687 4,299 166,396 
Q1 2022 subtotal122,175 121,171 116,889 4,282 184,396 
Atlanta, GA4/7/226,912 7,054 7,178 (124)21,535 
Denver, CO4/13/226,320 5,254 5,269 (15)12,207 
Colorado Springs, CO 5
4/13/2213,680 13,686 13,701 (15)25,800 
Seattle, WA4/28/228,350 8,334 8,370 (36)13,256 
Houston, TX4/28/2236,250 36,299 36,816 (517)76,781 
Los Angeles, CA4/29/2235,000 35,242 25,400 9,842 34,282 
Oklahoma City, OK4/29/2211,100 11,259 11,334 (75)34,944 
Raleigh, NC 4
5/31/2227,500 26,710 27,127 (417)85,113 
Tampa, FL 5
6/9/2218,650 18,619 18,212 407 55,788 
Q2 2022 subtotal163,762 162,457 153,407 9,050 359,706 
Seattle, WA8/1/224,850 4,806 4,882 (76)10,593 
Raleigh, NC8/9/223,783 3,878 3,932 (54)11,345 
Jacksonville, FL8/9/2218,195 18,508 18,583 (75)34,133 
Atlanta, GA8/10/2211,800 11,525 12,038 (513)43,496 
Denver, CO8/11/2214,800 13,902 13,918 (16)34,785 
Raleigh, NC8/18/2211,375 10,670 10,547 123 31,318 
Nashville, TN9/15/2221,000 20,764 20,572 192 61,932 
Austin, TX9/29/225,450 5,449 5,572 (123)15,000 
Q3 2022 subtotal91,253 89,502 90,044 (542)242,602 
Total real estate acquisitions$377,190 $373,130 $360,340 $12,790 786,704 
1Cash consideration excludes prorations of $2.7 billion. As part of these investments, we incurred $17.2 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 valuerevenue and expense due to/from seller at the time of issuancethe acquisition.
2Excludes financing right of $0.6 million.use assets.
3Includes other assets acquired, liabilities assumed, and intangibles recognized at acquisition.
4Includes three properties.
5Includes two properties.

Subsequent to September 30, 2022, the Company acquired the following property:
Dollars in thousandsDATE ACQUIREDPURCHASE PRICESQUARE FOOTAGE
Jacksonville, FL10/12/22$3,600 6,200 
2022 Joint Venture Acquisitions
The allocations for these investments, in which we own a controlling financial interest, are set forth below infollowing table details the aggregatejoint venture acquisitions for the nine months ended September 30, 2017 and 2016, respectively (in thousands):
 Nine Months Ended September 30,
 2017 2016
Land$93,064
 $77,949
Building and improvements2,336,544
 505,138
In place leases187,890
 50,997
Below market leases(27,817) (12,790)
Above market leases11,718
 4,413
Below market leasehold interests54,252
 4,188
Above market leasehold interests(8,978) (50)
Below market debt—
 360
Interest rate swaps—
 (779)
Net assets acquired2,646,673
 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 part2022. These joint venture acquisitions are not consolidated for purposes of the acquisition, we issued to theCompany's Condensed Consolidated Financial Statements.
Dollars in thousandsDATE ACQUIREDPURCHASE PRICE
CASH
CONSIDERATION 1
REAL
ESTATE
OTHER 2
SQUARE FOOTAGECOMPANY OWNERSHIP %
San Francisco, CA 3
3/7/22$67,175 $66,789 $65,179 $1,610 110,865 50 %
Los Angeles, CA 4
3/7/2233,800 32,384 32,390 (6)103,259 50 %
Total joint venture acquisitions$100,975 $99,173 $97,569 $1,604 214,124 

1Cash consideration excludes prorations of revenue and expense due to/from seller 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 investmentacquisition.
2Includes other assets acquired, liabilities assumed, and therefore, we cannot provide disclosuresintangibles recognized at this time similar to those set forth above in Note 3 - Investments in Real Estate to our condensed consolidated financial statements.acquisition.
The acquired intangible assets and liabilities referenced above had weighted average lives of the following for the nine months ended September 30, 2017 and 2016, respectively (in years):3Includes three properties.

 Nine Months Ended September 30,
 2017 2016
Acquired intangible assets20.6 9.1
Acquired intangible liabilities19.9 8.3

14
4. Impairment and Dispositions
During the nine months ended September 30, 2017, we completed the disposition of an MOB located in Texas for a gross sales price of $5.0 million, representing approximately 48,000 square feet of GLA. In addition, during the nine months ended September 30, 2017, we recorded impairment charges of $5.1 million related to one MOB located in Massachusetts. During the nine months ended September 30, 2016, we completed a disposition of four senior care facilities for an aggregate gross sales price of $26.5 million. During the nine months ended September 30, 2016, we recorded no impairment charges.

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

4Includes two properties.
5. Intangible Assets
Unconsolidated Joint Ventures
The Company's investment in and Liabilities
Intangible assets and liabilities consisted of the following as of September 30, 2017 and December 31, 2016, respectively (in thousands, except weighted average remaining amortization):
 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 relationships170,539
 10.7 172,974
 10.6
Above market leases39,724
 6.3 28,401
 6.3
Below market leasehold interests92,362
 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 interests20,610
 50.3 11,632
 53.0
 82,398
   46,002
  
Accumulated amortization(12,546)   (8,946)  
Total$69,852
 24.9 $37,056
 28.5
The following is a summary of the net intangible amortizationloss recognized for the three and nine months ended September 30, 20172022 and 2016, respectively (in thousands):
2021 related to its unconsolidated joint ventures accounted for under the equity method are shown in the table below:
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Amortization recorded against rental income related to above and (below) market leases$(108) $(115) $(371) $202
Rental expense related to above and (below) market leasehold interests322
 118
 617
 321
Amortization expense related to in place leases and tenant relationships18,757
 15,266
 45,944
 39,483
THREE MONTHS ENDED
September 30,		NINE MONTHS ENDED
September 30,
Dollars in thousands2022202120222021
Investments in unconsolidated joint ventures, beginning of period$210,781 $117,935 $161,942 $73,137 
New investments during the period 1
117,880 4,593 167,479 49,612 
Equity loss recognized during the period(124)(183)(776)(404)
Owner distributions(785)— (893)— 
Investments in unconsolidated joint ventures, end of period 1
$327,752 $122,345 $327,752 $122,345 

6. Receivables1Includes unconsolidated joint ventures acquired as part of the Merger, as well as investments in two joint ventures representing a 20% and Other Assets40% ownership interest in portfolios in Los Angeles, California and Dallas, Texas, respectively. Also, see 2022 Real Estate Asset Dispositions below for additional information.
Receivables2022 Real Estate Asset Dispositions
The following table details the Company's dispositions for the nine months ended September 30, 2022:
Dollars in thousandsDATE DISPOSEDSALE PRICECLOSING ADJUSTMENTSNET PROCEEDSNET REAL ESTATE INVESTMENT
OTHER (INCLUDING RECEIVABLES) 1
GAIN/(IMPAIRMENT)SQUARE FOOTAGE
Loveland, CO 2
2/24/22$84,950 $(45)$84,905 $40,095 $4 $44,806 150,291 
San Antonio, TX 2
4/15/2225,500 (2,272)23,228 14,381 284 8,563 201,523 
GA, FL, PA 3, 8
7/29/22133,100 (8,109)124,991 124,991 — — 316,739 
GA, FL, TX 5, 8
8/4/22160,917 (5,893)155,024 151,819 3,205 — 343,545 
Los Angeles, CA 3, 6, 8
8/5/22134,845 (3,102)131,743 131,332 411 — 283,780 
Dallas, TX 5, 7, 8
8/30/22114,290 (682)113,608 113,608 — — 189,385 
Indianapolis, IN 4, 9
8/31/22238,845 (5,846)232,999 84,767 4,324 143,908 506,406 
Total dispositions$892,447 $(25,949)$866,498 $660,993 $8,228 $197,277 1,991,669 
1Includes straight-line rent receivables, leasing commissions and otherlease inducements.
2Includes two properties.
3Includes four properties.
4Includes five properties.
5Includes six properties.
6Values and square feet are represented at 100%. The Company retained a 20% ownership interest in the joint venture that purchased these properties.
7Values and square feet are represented at 100%. The Company retained a 40% ownership interest in the joint venture that purchased these properties.
8These properties were acquired as part of the Merger and were included as assets consistedheld for sale in the purchase price allocation.
9Two of the five properties included in this portfolio were acquired in the Merger and were included as assets held for sale in the purchase price allocation.


Subsequent to September 30, 2022, the Company disposed of the following properties:
Dollars in thousandsDATE DISPOSEDSALE PRICESQUARE FOOTAGE
Dallas, TX 1, 2
10/4/22$104,025 291,328 
Houston, TX 2
10/21/2232,000 134,910 
Total dispositions$136,025 426,238 
1Includes two properties.
2These properties were classified as assets held for sale as of September 30, 2017 and December 31, 2016, respectively (in thousands):
 September 30, 2017 December 31, 2016
Tenant receivables, net$14,417
 $8,722
Other receivables, net10,161
 9,233
Deferred financing costs, net8,190
 4,198
Deferred leasing costs, net23,794
 20,811
Straight-line rent receivables, net83,133
 74,052
Prepaid expenses, deposits, equipment and other, net65,383
 55,904
Derivative financial instruments - interest rate swaps952
 541
Total$206,030
 $173,461

2022.
19



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


Assets Held for Sale
The following is a summaryCompany had six properties classified as assets held for sale as of September 30, 2022 and no properties classified as assets held for sale as of December 31, 2021. The table below reflects the assets and liabilities of the amortizationproperties classified as held for sale as of deferred leasingSeptember 30, 2022 and December 31, 2021:
Dollars in thousandsSeptember 30, 2022December 31, 2021
Balance Sheet data:
Land$10,594 $— 
Building and improvements199,821 — 
Lease intangibles11,389 — 
Personal property211 — 
Financing lease right-of-use assets307 — 
222,322 — 
Accumulated depreciation(47,051)— 
Real estate assets held for sale, net175,271 — 
Operating lease right-of-use assets1,193 — 
Other assets, net8,610 57 
Assets held for sale, net$185,074 $57 
Accounts payable and accrued liabilities$3,768 $169 
Operating lease liabilities$864 $— 
Financing lease liabilities$2,427 $— 
Other liabilities3,585 125 
Liabilities of assets held for sale$10,644 $294 
Note 4. Leases
Lessor Accounting
The Company’s properties generally were leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through 2040. Some leases provide for fixed rent renewal terms in addition to market rent renewal terms. Some leases provide the lessee, during the term of the lease, with an option or right of first refusal to purchase the leased property. The Company’s single-tenant net leases generally require the lessee to pay minimum rent and all taxes (including property tax), insurance, maintenance and other operating costs associated with the leased property.
The Company's leases typically have escalators that are either based on a stated percentage or an index such as the consumer price index ("CPI"). In addition, most of the Company's leases include nonlease components, such as reimbursement of operating expenses as additional rent, or include the reimbursement of expected operating expenses as part of the lease payment. The Company adopted an accounting policy to combine lease and financing costsnonlease components. Rent escalators based on indices and reimbursements of operating expenses that are not included in the lease rate are considered variable lease payments. Variable payments are recognized in the period earned. Lease income for the Company's operating leases recognized for the three and nine months ended September 30, 20172022 was $298.9 million and 2016, respectively (in thousands):$578.1 million, respectively. Lease income for the Company's operating leases recognized for the three and nine months ended September 30, 2021 was $131.7 million and $388.6 million, respectively.
 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 costs398
 331
 1,061
 994
7. Debt
Debt consistedOn March 30, 2022, the Company executed a lease as a ground lessor for a 1.9 acre parcel of land in Texas previously recorded in land held for development. The lease is classified as a sales-type lease under Topic 842 as the present value of lease payments equals or exceeds substantially all of the followingfair value of the underlying asset. The land value of $1.8 million was reclassified from Land held for development to Other assets.


16


Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Future lease payments under the non-cancelable operating leases, excluding any reimbursements and the sale-type lease, as of September 30, 20172022 were as follows:
Dollars in thousandsOPERATING
2022$243,946 
2023937,733 
2024816,000 
2025702,251 
2026605,417 
2027 and thereafter2,242,792 
$5,548,139 
Lessee Accounting
As of September 30, 2022, the Company was obligated, as the lessee, under operating lease agreements consisting primarily of the Company’s ground leases. As of September 30, 2022, the Company had 243 properties totaling 17.8 million square feet that were held under ground leases. Some of the ground lease renewal terms are based on fixed rent renewal terms and others have market rent renewal terms. These ground leases typically have initial terms of 40 to 99 years with expiration dates through 2119. Any rental increases related to the Company’s ground leases are generally either stated or based on CPI. The Company had 75 prepaid ground leases as of September 30, 2022. The amortization of the prepaid rent, included in the operating lease right-of-use asset, represented approximately $0.5 million and $0.1 million of the Company’s rental expense for the three months ended September 30, 2022 and 2021, respectively, and $0.8 million and $0.4 million for the nine months ended September 30, 2022 and 2021, respectively.
The Company’s future lease payments (primarily for its 168 non-prepaid ground leases) as of September 30, 2022 were as follows:
Dollars in thousandsOPERATINGFINANCING
2022$3,665 $503 
202315,606 2,139 
202415,193 2,182 
202514,715 2,218 
202614,735 2,255 
2027 and thereafter894,018 398,092 
Total undiscounted lease payments957,932 407,389 
Discount(689,092)(335,011)
Lease liabilities$268,840 $72,378 


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Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
The following table provides details of the Company's total lease expense for the three and nine months ended September 30, 2022 and 2021:
THREE MONTHS ENDED
September 30,		NINE MONTHS ENDED
September 30,
Dollars in thousands2022202120222021
Operating lease cost
Operating lease expense$4,204 $1,196 $6,613 $3,555 
Variable lease expense1,061 1,016 3,123 2,883 
Finance lease cost
Amortization of right-of-use assets381 90 884 267 
Interest on lease liabilities861 255 1,913 748 
Total lease expense$6,507 $2,557 $12,533 $7,453 
Other information
Operating cash flows outflows related to operating leases$3,847$1,424 $8,443 $5,855 
Operating cash flows outflows related to financing leases$476$151 $1,262 $678 
Financing cash flows outflows related to financing leases$3$6 $3 $162 
Right-of-use assets obtained in exchange for new finance lease liabilities$9,874$1,420 $50,463 $1,420 
Right-of-use assets obtained in exchange for new operating lease liabilities$198,261$8,298 $198,261 $8,298 
Weighted-average years remaining lease term (excluding renewal options) - operating leases50.247.8
Weighted-average years remaining lease term (excluding renewal options) - finance leases60.163.2
Weighted-average discount rate - operating leases5.7 %5.6 %
Weighted-average discount rate - finance leases5.0 %5.4 %



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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Note 5. Other Assets and Liabilities
Other Assets
Other assets consist primarily of intangible assets, prepaid assets, real estate notes receivable, straight-line rent receivables, accounts receivable, additional long-lived assets and interest rate swaps. Items included in "Other assets, net" on the Company's Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2016, respectively (in thousands):2021 are detailed in the table below:
Dollars in thousandsSeptember 30, 2022December 31, 2021
Above-market intangible assets, net$86,410 $4,966 
Prepaid assets85,053 58,618 
Real estate notes receivable, net 1
79,036 — 
Straight-line rent receivables78,038 70,784 
Accounts receivable, net36,103 14,072 
Additional long-lived assets, net21,722 20,048 
Interest rate swap assets16,136 — 
Ground lease modification, net8,170 8,511 
Other receivables, net7,258 — 
Debt issuance costs, net6,504 1,813 
Project costs4,001 5,129 
Net investment in lease1,828 — 
Customer relationship intangible assets, net1,134 1,174 
Other6,842 558 
$438,235 $185,673 
         1 In October 2022, an additional amount of $15.0 million was funded for a real estate loan transaction.
Accounts Payable and Accrued Liabilities
The following table provides details of the items included in "Accounts payable and accrued liabilities" on the Company's Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021:
Dollars in thousandsSeptember 30, 2022December 31, 2021
Accrued property taxes$86,192 $35,295 
Accounts payable and capital expenditures61,461 17,036 
Accrued interest24,959 12,060 
Accrued income and franchise taxes2,685 983 
Retainage accrued on construction invoices1,304 2,215 
Other operating accruals54,417 18,519 
$231,018 $86,108 
Other Liabilities
The following table provides details of the items included in "Other liabilities" on the Company's Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021:
Dollars in thousandsSeptember 30, 2022December 31, 2021
Below-market intangible liabilities, net$113,118 $4,931 
Deferred revenue60,675 45,130 
Security deposits28,299 11,116 
Interest rate swap liability— 5,917 
Other1,306 293 
$203,398 $67,387 


19

 September 30, 2017 December 31, 2016
Unsecured revolving credit facility$75,000
 $88,000
Unsecured term loans500,000
 500,000
Unsecured senior notes1,850,000
 950,000
Fixed rate mortgages loans415,853
 204,562
Variable rate mortgages loans38,169
 38,904
 2,879,022
 1,781,466
Deferred financing costs, net(16,552) (9,527)
Discount, net(5,712) (3,034)
Total$2,856,758
 $1,768,905

Unsecured Credit AgreementTable of Contents
Unsecured Revolving Credit Facility dueNOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Note 6. Notes and Bonds Payable
The table below details the Company’s notes and bonds payable as of September 30, 2022 and December 31, 2021. 
 
MATURITY DATES 1
BALANCE 2 AS OF
EFFECTIVE INTEREST RATE
as of 9/30/2022
Dollars in thousands9/30/202212/31/2021
$1.5 billion Unsecured Credit Facility 3
10/27$190,600 $— 3.99 %
$700 million Unsecured Credit Facility 3
5/23— 210,000 — %
$1.125 billion Asset Sale Term Loan 4
7/24421,919 — 4.07 %
$350 million Unsecured Term Loan 3
7/25348,735 — 4.10 %
$200 million Unsecured Term Loan 4
5/26199,611 199,460 3.51 %
$300 million Unsecured Term Loan 4 5
10/26299,930 — 2.47 %
$150 million Unsecured Term Loan 5
5/26149,458 149,376 3.32 %
$200 million Unsecured Term Loan 4 5
7/27199,328 — 2.27 %
$300 million Unsecured Term Loan 3
1/28297,764 — 3.56 %
Senior Notes due 20255/25249,025 249,040 4.12 %
Senior Notes due 2026 4
8/26569,786 — 4.94 %
Senior Notes due 2027 4
7/27478,541 — 4.76 %
Senior Notes due 20281/28296,711 296,612 3.85 %
Senior Notes due 2030 4
2/30562,974 — 5.30 %
Senior Notes due 20303/30296,787 296,813 2.72 %
Senior Notes due 2031 4
3/31628,617 — 5.13 %
Senior Notes due 20313/31295,424 295,374 2.25 %
Mortgage notes payable8/23-12/2684,929 104,650 3.97 %
$5,570,139 $1,801,325 
1Includes extension options.
2Balance is presented net of discounts and issuance costs and inclusive of premiums, where applicable.
3On July 27, 2017, HTALP20, 2022, the Company entered into an amended and restated $1.3credit facility which included a $1.5 billion unsecured credit agreement (the “Unsecured Credit Agreement”) which increased the amount available under the unsecured revolving credit facility, to $1.0 billion and extended the maturitiesreplacing Legacy HR's $700 million credit facility.
4Debt instruments assumed as part of the unsecured revolving credit facility to June 30,Merger with Legacy HTA on July 20, 2022. Amounts shown represent fair value adjustments.
5The effective interest rate includes the impact of interest rate swaps on $675.0 million at a weighted average rate of 1.57% (plus the applicable margin rate, currently 105 basis points).


Changes in Debt Structure
Mortgage payoffs
On February 18, 2022, and for the $300.0 million unsecured term loan referenced below until 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, forCompany repaid in full a total principal amount of $2.05 billion.
Borrowings under the unsecured revolving credit facility accruemortgage note payable bearing interest at a rate equal to adjusted LIBOR, plusof 4.70% that encumbered a margin ranging from 0.83% to 1.55% per annum based on our credit rating. We also pay56,762 square foot property in California. The aggregate payoff price of $12.6 million consisted of outstanding principal of $11.0 million and a facility fee ranging from 0.13% to 0.30% per annum on the aggregate commitments under the unsecured revolving credit facility. As"make-whole" amount of September 30, 2017, the margin associated with our borrowings was 1.00% per annumapproximately $1.6 million. The unamortized premium of $0.8 million and the facility fee was 0.20% per annum.
Unsecured Term Loan due 2023unamortized cost on this note of $0.1 million were written off upon payoff.
On July 27, 2017, we entered into an amended and restated Unsecured Credit Agreement as noted above. As partFebruary 24, 2022, the Company repaid in full a mortgage note payable bearing interest at a rate of this agreement, we obtained6.17% that encumbered a $300.0 million unsecured term loan that was guaranteed by us80,153 square foot property in Colorado, in conjunction 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 was 1.10% per annum. Including the impactdisposition of the interest rate swaps associated with our unsecured term loan, the interest rateproperty. The aggregate payoff price of $6.4 million consisted of outstanding principal of $5.8 million and a "make-whole" amount of approximately $0.6 million. The unamortized premium of $0.1 million was 2.40% per annum, based on our current credit rating. As of September 30, 2017, HTALP had $300.0 million under this unsecured term loan outstanding.written off upon payoff.
Bridge Loan FacilityExchange Offer
In connection with the Duke Acquisition, in May 2017, we entered into a senior unsecured bridge loan facilityMerger, the OP offered to exchange all validly tendered and accepted notes of each series previously issued by Legacy HR (the “Bridge Loan Facility”“Old HR Notes”) which provided to usfor (i) up to $2.47 billion, less$250,000,000 of 3.875% Senior Notes due 2025 (the “2025 Notes”), (ii) up to $300,000,000 of 3.625% Senior Notes due 2028 (the “2028 Notes”), (iii) up to $300,000,000 of 2.400% Senior Notes due 2030 (the “2030 Notes”) and (iv) up to $300,000,000 of 2.050% Senior Notes due 2031 to be issued by the aggregate amount of net proceedsOP (the “2031 Notes” and, collectively, the “New HR Notes”) and solicited consents from debt or equity capital raises or a senior term loan facility. The Bridge Loan Facility was made available to us on the closingholders of the Duke AcquisitionOld HR Notes to amend the indenture governing the Old HR Notes to eliminate substantially all of the restrictive covenants in such indenture (the “Exchange Offers”). The New HR Notes were issued pursuant to an indenture dated July 22, 2022, among the OP, Legacy HTA and U.S. Bank Trust Company, National Association, as trustee, as


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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
supplemented by the first supplemental indenture, dated as of July 22, 2022, the second supplemental indenture, dated as of July 22, 2022, the third supplemental indenture, dated as of July 22, 2022 and the fourth supplemental indenture, dated as of July 22, 2022. Legacy HTA guaranteed the New HR Notes pursuant to (i) a guarantee of the 2025 Notes, (ii) a guarantee of the 2028 Notes, (iii) a guarantee of the 2030 Notes, and (iv) a guarantee of the 2031 Notes, each dated July 22, 2022. Legacy HTA and the OP filed a registration statement on Form S-4 (File No. 333-265593) relating to the issuance of the New HR Notes with the Securities and Exchange Commission (the “SEC”) on June 14, 2022, which was scheduled to mature 364 days fromdeclared effective by the closing. InSEC on June 2017, we terminated28, 2022. The following sets forth the Bridge Loan Facility and no proceeds were used because we elected to fundresults of the Duke Acquisition through other equity and debt offerings. Exchange Offers:
Series of Old HR NotesTenders and Consents Received as of the Expiration DatePercentage of Total Outstanding Principal Amount of Such Series of Old HR Notes
3.875 %Senior Notes due 2025$235,016,00094.01 %
3.625 %Senior Notes due 2028$290,246,00096.75 %
2.400 %Senior Notes due 2030$297,507,00099.17 %
2.050 %Senior Notes due 2031$298,858,00099.62 %

Senior Notes Assumed with the Merger
In connection with the execution and subsequent terminationMerger, the Company assumed senior notes ("Legacy Senior Notes") that were originated on various dates prior to the date of the BridgeMerger by the OP (formerly, Healthcare Trust of America Holdings, LP). These notes are all fully and unconditionally guaranteed by the Company and have semi-annual payment requirements. In addition, the Legacy Senior Notes carry customary restrictive financial covenants, including limitations on our ability to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. In addition, the corresponding indentures provide for the ability to redeem the Legacy Senior Notes, subject to certain "make whole" call provisions. The Legacy Senior Notes assumed by the Company consist of the following:
 COUPONPRINCIPAL OUTSTANDING AS OF
Dollars in thousandsFACE VALUE9/30/202212/31/2021
Senior Notes due 20263.50%$600,000 $600,000 $— 
Senior Notes due 20273.75%500,000 500,000 — 
Senior Notes due 20303.10%650,000 650,000 — 
Senior Notes due 20312.00%800,000 800,000 — 
$2,550,000 $2,550,000 $— 
Credit Facilities
In connection with the effectiveness of the Merger, Legacy HR (in a limited capacity), Legacy HTA and the OP entered into the Fourth Amended and Restated Credit and Term Loan Agreement (the “Credit Facility”) with Wells Fargo Bank, National Association, as Administrative Agent; Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., and Citibank, N.A., as Joint Book Runners; Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., U.S. Bank National Association, Citibank, N.A., The Bank of Nova Scotia, Capital One, National Association, U.S. Bank National Association, and PNC Capital Markets LLC, as Joint Lead Arrangers; and the other lenders named therein. The Credit Facility we incurred $10.4restructured the parties’ existing bank facilities and added additional borrowing capacities for the Company following the Merger. The OP is the borrower under the Credit Facility (in such capacity, the “Borrower”).
•Legacy HR’s existing $700.0 million revolving credit facility under the Amended and Restated Credit Agreement, dated as of May 31, 2019 (as amended, restated, replaced, supplemented, or otherwise modified from time to time prior to July 20, 2022, the “Existing HR Revolving Credit Agreement”), by and among Legacy HR, the lenders party thereto from time to time and their assignees, as lenders, and Wells Fargo Bank, National Association, as the administrative agent (the “WF Administrative Agent”), was terminated, all outstanding obligations in related fees, which we recordedrespect thereof were deemed paid in income (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations.

full and all commitments thereunder were permanently reduced to zero and terminated.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
NOTES TO UNAUDITEDTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, – (Continued)cont.

$200.0 Million Unsecured•Legacy HR’s existing $200.0 million term loan facility and existing $150.0 million term loan facility under the Amended and Restated Term Loan dueAgreement, dated as of May 31, 2019 (as amended, restated, replaced, supplemented, or otherwise modified from time to time prior to July 20, 2022, the “Existing HR Term Loan Agreement”), by and among Legacy HR, the lenders party thereto from time to time and their assignees, as lenders, and the WF Administrative Agent, in each, case, were deemed continued and assumed by the Borrower under the Credit Facility, and the Existing HR Term Loan Agreement was terminated.
◦The existing $200.0 million term loan facility was amended to: (a) conform to the terms of the Borrower’s other term loan facilities under the Credit Facility; (b) include two one-year extension options, resulting in a latest final maturity in May 2026; and (c) reprice to align with the pricing for the Borrower’s other term loan facilities under the Credit Facility; and
◦The existing $150.0 million term loan facility was amended to conform to the terms of the Borrower’s other term loan facilities under the Credit Facility, and the existing maturity in June 2026 remains unchanged under the Credit Facility.
•Legacy HTA’s and the OP’s existing $1.0 billion revolving credit facility was upsized to $1.5 billion (the “Revolver”) pursuant to the Credit Facility. The Revolver currently matures in October 2025, and the Credit Facility adds an additional one-year extension option for the Revolver, for a total of two one-year extension options.
•Legacy HTA’s and the OP’s existing $300.0 million term loan facility was deemed continued pursuant to the Credit Facility and was amended to conform to the terms of the Borrower’s other term loan facilities under the Credit Facility. The existing maturity in October 2025 remains unchanged under the Credit Facility.
•Legacy HTA’s and the OP’s existing $200.0 million term loan facility was deemed continued pursuant to the Credit Facility and was amended to (a) conform to the terms of the Borrower’s other term loan facilities under the Credit Facility; (b) extend the maturity from January 2024 to July 20, 2027; and (c) reprice to align with the pricing for the Borrower’s other term loan facilities under the Credit Facility.
•The Credit Facility provides for a new $350.0 million delayed-draw term loan facility that is available to be drawn for 12 months after July 20, 2022 and has an initial maturity date of July 20, 2023,
with two one-year extension options. As of September 30, 2017, HTALP had a $200.0 million unsecured term loan outstanding, which matures on September 26, 2023. Borrowings under2022, the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from 1.50% to 2.45% per annum based on our credit rating. The margin associated with our borrowings as of September 30, 2017 was 1.65% per annum. HTALP had interest rate swaps in place that fixed the interest rate at 2.93% per annum, based on our current credit rating.
$300.0 Million Unsecured Senior Notes due 2021
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 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 mature on July 15, 2021.
$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 Million Unsecured Senior Notes due 2026
As of September 30, 2017, HTALP had $350.0 million Credit Facility was drawn in full. The terms of unsecured senior notes outstanding that are guaranteed by us. 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 99.72% of the principal amount thereof, with an effective yieldany delayed draw term loans funded thereunder conform to maturity of 3.53% per annum. As of September 30, 2017, HTALP had $350.0 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. 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 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)

Future Debt Maturities
The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of September 30, 2017 (in thousands):
Year Amount
Remainder of 2017 $1,166
2018 100,827
2019 105,940
2020 144,892
2021 303,933
Thereafter 2,222,264
Total $2,879,022
Deferred Financing Costs
As of September 30, 2017, the future amortization of our deferred financing costs is as follows (in thousands):
Year Amount
Remainder of 2017 $618
2018 2,821
2019 2,826
2020 2,804
2021 2,610
Thereafter 4,873
Total $16,552
We are required by the terms of our applicablethe Borrower’s other term loan agreements to meet various affirmativefacilities under the Credit Facility, and negative covenantsthe pricing for such delayed draw term loans aligns with the pricing for the Borrower’s other term loan facilities under the Credit Facility.
•The Credit Facility provides for a new $300.0 million term loan facility that we believe are customary for these typeswas funded on July 20, 2022 and has a maturity date of facilities,January 20, 2028, with no extension options. The terms of such as limitations on the incurrence of debt by us and our subsidiaries that own unencumbered assets, limitations on the nature of HTALP’s business, and limitations on distributions by HTALP and its subsidiaries that own unencumbered assets. Ourterm loan agreements also impose various financial covenants on us, such as a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a minimum tangible net worth covenant, a maximum ratio of unsecured indebtedness to unencumbered asset value, rent coverage ratios and a minimum ratio of unencumbered net operating income to unsecured interest expense. As of September 30, 2017, we believe that we were in compliance with all such financial covenants and reporting requirements. In addition, certain of our loan agreements include events of default provisions that we believe are customary for these types of facilities, including restricting us from making dividend distributions to our stockholders in the event we are in default thereunder, exceptfacility conform to the extent necessaryterms of the Borrower’s other term loan facilities under the Credit Facility, and the pricing for us to maintain our REIT status.such term loan facility aligns with the pricing for the Borrower’s other term loan facilities under the Credit Facility.
8.Note 7. Derivative Financial Instruments and Hedging Activities
Risk Management Objective of Using Derivative Financial InstrumentsDerivatives
We may use derivative financial instruments,The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, swaps, caps, options, floorsliquidity, and other interest rate derivative contracts, to hedge all or a portioncredit risk, primarily by managing the amount, sources, and duration of the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operatingits assets and financial structure as well as to hedge specific anticipated transactions. We do not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. Theliabilities and the use of derivative financial instruments carries certain risks, includinginstruments. Specifically, the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enterCompany enters into derivative financial instruments with counterparties with high credit ratingsto manage exposures that arise from business activities that result in the receipt or payment of future known and with majoruncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial institutions with which weinstruments are used to manage differences in the amount, timing, and our affiliates may also have other financial relationships. We do not anticipate that anyduration of the counterparties will failCompany’s known or expected cash receipts and its known or expected cash payments principally related 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 fair value of interest rate swap derivative liabilities is adjusted to reflect the impact of our credit quality.Company’s borrowings.




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

Cash Flow Hedges of Interest Rate Risk
OurThe Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage ourits exposure to interest rate movements. To accomplish this objective, wethe Company primarily useuses interest rate swaps and treasury locks as part of ourits interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for usthe Company making fixed ratefixed-rate payments over the life of the agreements without 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 rateexisting variable-rate debt. The ineffective portion of the change in fair value of the
For derivatives is recognized directly in earnings. During the threedesignated, 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 instrumentsthat qualify, as cash flow hedges in March 2017.
Duringof interest rate risk, 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 fixedgain or loss on 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 wasderivative is recorded in accumulated other comprehensive loss in our accompanying condensed consolidated statements of comprehensive income (loss)Accumulated Other Comprehensive Income (Loss) ("AOCI") and a gain of $25,000 which was recordedsubsequently reclassified into interest expense in the change in fair value of our derivative financial instruments in our accompanying condensed consolidated statements of operations.
same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income in the accompanying condensed consolidated balance sheetsAOCI related to derivatives will be reclassified to interest expense as interest payments are made on our variable ratethe Company’s variable-rate debt. During the next twelve months, we estimate that an additional $0.4 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, we2022, the Company had the following15 outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):risk:
EXPIRATION DATEAMOUNTWEIGHTED
AVERAGE RATE
December 16, 202275,000 2.37 %
January 31, 2023$300,000 1.42 %
January 15, 2024 1
200,000 1.21 %
May 1, 2026 1
100,000 2.15 %
$675,000 1.57 %
Interest Rate Swaps September 30, 2017
Number of instruments 5
Notional amount $189,751
1 Derivatives hedge one-month term SOFR.
The table below presents the fair value of our derivative financial instruments designated as a hedge as well as our classification in the accompanying condensed consolidated balance sheets as of
Subsequent to September 30, 2017 (in thousands). In March 2017, we2022, the Company entered into two additional interest rate swaps totaling $250.0 million with multiple counterparties, with both expiring in 2027. The Company designated our derivative financial instrumentsthese interest rate swaps as cash flow hedges. As such, prior to March 2017 we did not have derivatives designated as hedging instruments.
  Asset Derivatives Liability Derivatives
  
   Fair Value at:   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
Interest rate swaps Receivables and other assets $952
 $—
 Derivative financial instruments $1,441
 $—

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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 tables below present the gain or loss recognized on our derivative financial instruments designated as hedges as well as our classificationinterest rate risk in the accompanying condensed consolidated statementsfourth quarter of operations for2022.
Tabular Disclosure of Fair Values of Derivative Instruments on the three and nine months ended September 30, 2017 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 not 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.Balance Sheet
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 ourCompany's derivative financial instruments, as well as their classification on the Condensed Consolidated Balance Sheet as of September 30, 2022.
BALANCE AT SEPTEMBER 30, 2022
In thousandsBALANCE SHEET LOCATIONFAIR VALUE
Derivatives designated as hedging instruments
Interest rate swapsOther assets$16,136 
Tabular Disclosure of the Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss)
The table below presents the effect of cash flow hedges. As such, as of March 2017 we did not have derivatives not designated as hedging instruments.hedge accounting on AOCI during the three and nine months ended September 30, 2022 and 2021 related to the Company's outstanding interest rate swaps.
GAIN RECOGNIZED IN
AOCI ON DERIVATIVE
three months ended September 30,		LOSS RECLASSIFIED FROM
AOCI INTO INCOME
three months ended September 30,
In thousands2022202120222021
Interest rate swaps$(6,083)$(36)Interest expense$614 $982 
Settled treasury hedges— — Interest expense107 107 
Settled interest rate swaps— — Interest expense42 42 
 $(6,083)$(36)Total interest expense$763 $1,131 


  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


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

GAIN RECOGNIZED IN
AOCI ON DERIVATIVE
nine months ended September 30,		LOSS RECLASSIFIED FROM
AOCI INTO INCOME
nine months ended September 30,
In thousands2022202120222021
Interest rate swaps$(12,905)$(2,079)Interest expense$2,226 $2,894 
Settled treasury hedges— — Interest expense320 320 
Settled interest rate swaps— — Interest expense126 126 
 $(12,905)$(2,079)Total interest expense$2,672 $3,340 
Tabular Disclosure of Offsetting DerivativesThe Company estimates that $4.8 million related to active interest rate swaps will be reclassified from AOCI as a decrease to interest expense over the next 12 months, and that $0.6 million related to settled interest rate swaps will be amortized from AOCI as an increase to interest expense over the next 12 months.
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, 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
Credit Risk RelatedCredit-risk-related Contingent Features
We haveThe Company's agreements with each of ourits derivative counterparties that contain a cross-default provision thatunder which the Company could be declared in default of its derivative obligations if we default on any of our indebtedness, including a default where repayment of the underlying indebtedness has not beenis accelerated by the lender then we could also be declared indue to the Company's default on our derivative obligations.
We also have agreements with each of our derivative counterparties that incorporate provisions from our indebtedness with a lender affiliate of the derivative counterparty requiring it to maintain certain minimum financial covenant ratios on our indebtedness. Failure to comply with the covenant provisions would result in us being in default on any derivative instrument obligations covered by these agreements.
As of September 30, 2017,2022, the fair value of derivatives in a net liabilityasset position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $1.5$16.5 million. As of September 30, 2017, we have2022, the Company has not posted any collateral related to these agreements and we werewas not in breach of any of the provisions of these agreements. If we had breached any of these 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.agreement.
9.Note 8. Commitments and Contingencies
LitigationLegal Proceedings
We engage in litigationThe Company is, from time to time, with various parties as a routine partinvolved in litigation arising in the ordinary course of our business, including tenant defaults. However, we arebusiness. The Company is not presently subject toaware of any materialpending or threatened litigation nor, to our knowledge, is any material litigation threatenedthat, if resolved against us, which if determined unfavorably to us,the Company, would have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows.
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 effect on our condensedCompany’s consolidated financial position, results of operations or cash flows.
Development and Redevelopment Activity
10. Stockholders’ EquityDuring the third quarter of 2022, the Company continued the redevelopment of a 217,114 square foot medical office building in Dallas, Texas. As of September 30, 2022, the Company had funded approximately $11.1 million in project costs. The building continues to operate with in-place leases during construction. The first new tenant lease of the redevelopment commenced in the first quarter of 2022.
During the third quarter of 2022, the Company continued the redevelopment of a medical office building in Tacoma, Washington. As of September 30, 2022, the Company had funded approximately $10.3 million in project costs. The redevelopment includes interior and Partners’ Capital
HTALP’s operating partnership agreement provides that it will distribute cash flow from operations and net sale proceeds to its partners in accordance with their overall ownership interests at such times and in such amounts as the general partner determines. Dividend distributions are made such that a holder of one OP Unit in HTALP will receive distributions from HTALP in an amount equalexterior improvements to the dividend distributions paidexisting building, plus the addition of 23,000 square feet. The Company expects the 23,000 square foot tenant lease for the expansion space to commence in the fourth quarter of 2022.
The Company continued the development of a medical office building in Nashville, Tennessee. The Company is constructing a new 106,194 square foot medical office building with the initial tenant lease expected to commence in the third quarter of 2023. As of September 30, 2022, the Company had funded approximately $15.3 million in project costs. The redevelopment includes the demolition of an existing 81,000 square foot medical office building. The Company recognized an impairment charge of $5.0 million related to the holderexisting building in 2021.
The Company is financing the construction of one sharea two building medical office complex in Orlando, Florida. The 156,566 square foot development is expected to be complete in the second quarter of our common stock. In addition, for each share2024. As of September 30, 2022, the Company had funded approximately $10.6 million towards the project costs.
The Company, through a joint venture partnership, continued the development of a medical office building in Raleigh, North Carolina. This joint venture expects to construct a new 120,694 square foot medical office building that is projected to be complete in the fourth quarter of 2024. As of September 30, 2022, the joint venture had funded approximately $15.3 million towards the project costs.
The Company is redeveloping three medical office buildings totaling 259,290 square feet in Washington, DC. The Company has approved a leasing plan with a capital outlay that is expected to be completed in the second quarter of


24


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
2024. As of September 30, 2022, the Company had funded $2.0 million in project costs.
Note 9. Stockholders' Equity
Common Stock    
The following table provides a reconciliation of the beginning and ending shares of common stock issued or redeemed by us, HTALP issues or redeems a corresponding number of OP Units.
Duringoutstanding for the nine months ended September 30, 2017, we issued $1.7 billion of equity at an average price of $28.70 per share.2022 and the twelve months ended December 31, 2021:
Common Stock Offerings
NINE MONTHS ENDED SEPTEMBER 30, 2022TWELVE MONTHS ENDED DECEMBER 31, 2021
Balance, beginning of period150,457,433 139,487,375 
Issuance of common stock229,615,152 10,899,301 
Non-vested share-based awards, net of withheld shares499,705 70,757 
Balance, end of period380,572,290 150,457,433 
In September 2017, we entered into newAt-The-Market Equity Offering Program
The Company has equity distribution agreements with our various sales agents with respect to ourthe at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $500.0$750.0 million. We contemporaneously terminated 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. As of September 30, 2017, $500.02022, $750.0 million remained available for issuance by us under the September 2017 ATM.our current ATM offering program.
Common Stock Dividends
During the nine months ended September 30, 2017, we, in connection with2022, the Duke Acquisition, completed an underwritten public offering of 54,625,000 shares of ourCompany declared and paid common stock for $1.6 billion of gross proceeds atdividends totaling $0.93 per share. On November 2, 2022, the Company declared a price of $28.50 per share.
Subsequent to September 30, 2017, we issued $200.0 million ofquarterly common stock underdividend in the ATM, including $75.0 millionamount of $0.31 per share payable on a forward basis which will be issued overNovember 30, 2022 to stockholders of record on November 15, 2022.
Earnings Per Common Share
The Company uses 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 parttwo-class method of an acquisition, we issuedcomputing net earnings per common shares. The Company's non-vested share-based awards are considered participating securities pursuant to the seller as a part of the acquisition consideration 16,972 OP Units in HTALP for approximately $0.5 million.two-class method.
Common Stock Dividends
See our accompanying condensed consolidated statements of operations for the dividends declared duringDuring the three and nine months ended September 30, 2017 and 2016. On October 24, 2017, our Board of Directors announced a quarterly dividend of $0.305 per share2022, the Company did not enter into any forward sale agreements to sell shares of common stock. stock through the Company's ATM offering program.
The dividends are to be paid on January 9, 2018 to stockholdersfollowing table sets forth the computation of record of ourbasic and diluted earnings per common stock on January 2, 2018.
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 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 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 and were subject to the achievement of certain performance and market conditions in order to vest. Once vested, 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.

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

Restricted Common Stock
For the three and nine months ended September 30, 2017, we recognized compensation expense of $1.7 million and $5.5 million, respectively. For the three and nine months ended September 30, 2016, we recognized compensation expense of $2.1 million and $5.1 million, respectively. Compensation expenseshare for the three and nine months ended September 30, 20172022 and 2016 were recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.2021.
As of September 30, 2017, we had $9.1 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.8 years.
The following is a summary of our restricted common stock activity as of September 30, 2017 and 2016, respectively:
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
Dollars in thousands, except per share data2022202120222021
Weighted average common shares outstanding
Weighted average common shares outstanding330,788,997 145,594,127 211,740,767 143,305,737 
Non-vested shares(1,983,742)(1,776,508)(1,933,957)(1,784,544)
Weighted average common shares outstanding - basic328,805,255 143,817,619 209,806,810 141,521,193 
Weighted average common shares outstanding - basic328,805,255 143,817,619 209,806,810 141,521,193 
Dilutive effect of forward equity shares— — — 14,036 
Dilutive effect of OP Units3,167,668 — 1,067,493 — 
Dilutive effect of employee stock purchase plan58,461 — 69,687 78,200 
Weighted average common shares outstanding - diluted332,031,384 143,817,619 210,943,990 141,613,429 
Net Income (loss) attributable to common stockholders$28,304 $(2,066)$76,661 $45,052 
Dividends paid on nonvested share-based awards(610)(537)(1,817)(1,617)
Net income (loss) applicable to common stockholders- basic$27,694 $(2,603)$74,844 $43,435 
Net income attributable to OP units312 — 312 — 
Net income (loss) applicable to common stockholders - diluted$28,006 $(2,603)$75,156 $43,435 
Basic earnings per common share - net income$0.08 $(0.02)$0.36 $0.31 
Diluted earnings per common share - net income$0.08 $(0.02)$0.35 $0.31 

 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 balance640,870
 $27.36
 487,850
 $23.13
Granted292,109
 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 balance595,774
 $29.39
 643,820
 $27.35

25
11. Fair Value of Financial Instruments
Financial Instruments Reported at Fair Value - Recurring
The table below presents our assets and liabilities measured at fair value on a recurring basis as of September 30, 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 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.

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


The table below presents our assets measured at fair value on a non-recurring basis aseffect of December 31, 2016, aggregated bynon-vested stock awards totaling 911,594 shares, options under the applicable level inCompany's Employee Stock Purchase Plan (the "ESPP") to purchase the fair value hierarchy (in thousands):
  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 of assets or liabilities between levels. We will record any such transfers atCompany's stock totaling 63,383 shares, and the end of the reporting period in which a change of event occurs that results in a transfer. Although we have determined that the majority of the inputs used to value our interest rate swap derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, we have assessed the significance of thedilutive impact of forward-equity contracts outstanding for 14,734 shares of common stock for the credit valuation adjustments on the overall valuation of our interest rate swap derivative positions and have determined that the credit valuation adjustments are not significant to their overall valuation. As a result, we have determined that our interest rate swap derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Financial Instruments Disclosed at Fair Value
We consider the carrying values of cash and cash equivalents, tenant and other receivables, restricted cash and escrow deposits and accounts payable, and accrued liabilities, to approximate fair value for these financial instruments because of the short period of time between origination of the instruments and their expected realization. All of these financial instruments are considered Level 2.
The fair value of debt is estimated using borrowing rates available to us with similar terms and maturities, which is considered a Level 2 input. As ofthree months ended September 30, 2017,2021 were excluded from the fair valuecalculation of diluted loss per common share because the debteffect was $2,913.3 million comparedanti-dilutive due to the carrying value of $2,856.8 million. As of December 31, 2016,loss from continuing operations incurred during that period.
Incentive Plans
Restricted Common Shares
During the fair value of the debt was $1,784.0 million compared to the carrying value of $1,768.9 million.
12. Per Share Data of HTA
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. For the three and nine months ended September 30, 20172022, the Company made the following stock awards:
•During the first quarter of 2022, the Company granted non-vested stock awards to its named executive officers and 2016, allother members of our earnings were distributedsenior management and employees with a grant date fair value of $13.0 million, which consisted of an aggregate of 415,184 non-vested shares with vesting periods ranging from three to eight years.
•During the calculated earnings per share amount would besecond quarter of 2022, the same for all classes.Company granted non-vested stock awards to eight of its directors with a grant date fair value of $0.8 million, which consisted of an aggregate of 26,840 non-vested shares, with a one-year vesting period.
•During the third quarter of 2022, the Company granted non-vested stock awards to its 12 non-employee directors with a grant date fair value of $1.8 million, which consisted of an aggregate of 70,816 non-vested shares, with vesting periods ranging from one to three years. The following is the reconciliationCompany also granted non-vested stock awards to an employee, which consisted of 1,036 non-vested shares as a discretionary grant.
A summary of the numerator and denominator used in basic and diluted earnings per share of HTAactivity under the Company's share-based incentive plans for the three and nine months ended September 30, 20172022 and 2016,2021 is included in the table below.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
 2022202120222021
Share-based awards, beginning of period1,941,709 1,778,308 1,562,028 1,766,061 
Granted71,852 — 513,876 203,701 
Vested(7,434)— (68,481)(191,454)
Forfeited(4,130)(2,957)(5,426)(2,957)
Share-based awards, end of period2,001,997 1,775,351 2,001,997 1,775,351 

During the nine months ended September 30, 2022 and 2021, the Company withheld 8,745 and 51,972 shares of common stock, respectively, (in thousands, except per share data):from participants to pay estimated withholding taxes related to shares that vested.
Restricted Stock Units
Prior to 2022, the Company granted long-term incentive awards, comprised of restricted stock, based on backward-looking performance measured at the end of the calendar year. The Company adopted a new incentive compensation structure effective January 2022, comprised of restricted stock and restricted stock units ("RSUs"). The RSUs are granted at the beginning of the year with three-year forward-looking performance targets.
On January 3, 2022, the Company granted RSUs to its named executive officers and certain other officers, with a grant date fair value of $9.7 million, which consisted of an aggregate 294,932 RSUs with a five-year vesting period.
Approximately 43% of the RSUs vest based on two market performance conditions. Relative and absolute total shareholder return ("TSR") awards containing these market performance conditions were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair values of $30.56 for the absolute TSR component and $41.30 for the relative TSR component for the January 2022 grant using the following assumptions:

 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 - basic200,674
 138,807
 173,189
 134,905
Dilutive shares4,121
 4,331
 4,221
 3,409
Weighted average shares outstanding - diluted204,795
 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


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


THREE MONTHS ENDED MARCH 31,
Volatility30.0 %
Dividend assumptionAccrued
Expected term3 years
Risk-free rate1.02 %
Stock price (per share)$31.68
13. Per Unit DataThe remaining 57% of HTALPthe restricted stock units vest upon certain operating performance conditions. With respect to the operating performance conditions of the January grant, the grant date fair value was $31.68 based on the Company's share price on the date of grant. The combined weighted average grant date fair value of the January restricted stock units was $33.04 per share.
The following is the reconciliationa summary of the numeratorRSU activity during the three and denominator used in basic and diluted earnings per unitnine months ended September 30, 2022:
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
 Restricted Stock UnitsWeighted Average Grant Date Fair ValueRestricted Stock UnitsWeighted Average Grant Date Fair Value
Non-vested, beginning of period294,932 — — — 
Granted— — 294,932 $33.04 
Vested— — — — 
Non-vested as of September 30, 2022294,932 294,932 

Employee Stock Purchase Plan
Legacy HR maintained an ESPP prior to the completion of HTALPthe Merger. The outstanding options to purchase shares of the common stock of Legacy HR became options to purchase Class A Common Stock of the Company upon completion of the Merger. No new options will be granted under the ESPP. A summary of the activity under the ESPP for the three and nine months ended September 30, 20172022 and 2016, respectively (in thousands, except per unit data):2021 is included in the table below.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
 2022202120222021
Outstanding and exercisable, beginning of period405,534 389,414 348,514 341,647 
Granted— — 255,960 253,200 
Exercised(4,576)(5,323)(17,094)(24,300)
Forfeited(37,628)(18,961)(83,417)(60,995)
Expired— — (140,633)(144,422)
Outstanding and exercisable, end of period363,330 365,130 363,330 365,130 
 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 - basic204,795
 143,137
 177,410
 138,314
Dilutive units—
 —
 —
 —
Weighted average units outstanding - diluted204,795
 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
14. Supplemental Cash Flow InformationNote 10. Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practical to estimate that value.
•Cash and cash equivalents - The carrying amount approximates fair value due to the supplementalshort term maturity of these investments.
•Real estate notes receivable - Real estate notes receivable are recorded in other assets on the Company's Condensed Consolidated Balance Sheets. Fair value is estimated using cash flow informationanalyses, based on current interest rates for similar types of arrangements.
•Borrowings under the nine months endedUnsecured Credit Facility and the Term Loans Due 2024 and 2026 - The carrying amount approximates fair value because the borrowings are based on variable market interest rates.
•Senior Notes and Mortgage Notes payable - The fair value of notes and bonds payable is estimated using cash flow analyses, based on the Company’s current interest rates for similar types of borrowing arrangements.
•Interest rate swap agreements - Interest rate swap agreements are recorded in other liabilities on the Company's Condensed Consolidated Balance Sheets at fair value. Fair value is estimated by utilizing pricing models that consider forward yield curves and discount rates.


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Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.

The table below details the fair values and carrying values for notes and bonds payable and real estate notes receivable at September 30, 20172022 and 2016, respectively (in thousands):December 31, 2021.
 September 30, 2022December 31, 2021
Dollars in millionsCARRYING VALUEFAIR VALUECARRYING VALUEFAIR VALUE
Notes and bonds payable 1
$5,570.1 $5,321.0 $1,801.3 $1,797.4 
Real estate notes receivable 1
$79.0 $79.0 $— $— 
1Level 2 – model-derived valuations in which significant inputs and significant value drivers are observable in active markets.



28

 Nine Months Ended September 30,
 2017 2016
Supplemental Disclosure of Cash Flow Information:   
Interest paid$51,066
 $39,321
Income taxes paid997
 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 acquisition286,000
 21,156
Dividend distributions declared, but not paid62,494
 43,530
Issuance of operating partnership units in connection with an acquisition610
 71,754
Note receivable included in the consideration of a disposition—
 3,000
Note receivable retired in connection with an acquisition2,494
 —
Redeemable noncontrolling interest assumed in connection with an acquisition—
 5,449
Redemption of noncontrolling interest5,694
 5,709

29



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The use of
Disclosure Regarding Forward-Looking Statements
This report and other materials the words “we,” “us”Company has filed or “our” refers to HTAmay file with the Securities and HTALP, collectively.
The following discussion should be read in conjunction with our condensed consolidated financial statements and notes appearing elsewhere in this Quarterly Report,Exchange Commission (the "SEC"), as well as information included in oral statements or other written statements made, or to be made, by management of the Company, contain, or will contain, disclosures that are “forward-looking statements.” Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “target,” “intend,” “plan,” “estimate,” “project,” “continue,” “should,” “could," "budget" and other comparable terms, and include, but are not limited to, statements related to the anticipated timing, financing benefits and financial and operational impact of the Merger. These forward-looking statements are based on the Company's current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with: diverting the attention the Company's management from ongoing business operations; failure to realize the expected benefits of the Merger; significant transaction costs and/or unknown or inestimable liabilities of the Merger; the risk that Legacy HR's and Legacy HTA’s respective businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; risks related to future opportunities and plans for the Company, including the uncertainty of expected future financial performance and results of the Company; the possibility that, if the Company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of the Company’s common stock could decline; general adverse economic and local real estate conditions; the inability of significant tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; increases in interest rates; increases in operating expenses and real estate taxes; changes in the dividend policy for the Company’s common stock or its ability to pay dividends; impairment charges; pandemics or other health crises, such as COVID-19; and other risks and uncertainties affecting the Company, including those described from time to time under the caption “Risk Factors” and elsewhere in the Company’s filings and reports with the audited consolidated financialSEC, including Legacy HR’s and Legacy HTA's Annual Reports on Form 10-K for the year ended December 31, 2021. Moreover, other risks and uncertainties of which the Company is not currently aware may also affect the Company's forward-looking statements accompanying notes and Management’s Discussionmay cause actual results and Analysisthe timing of Financial Conditionevents to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.
Stockholders and Resultsinvestors are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in the Company’s filings and reports, including, without limitation, estimates and projections regarding the performance of Operations included in our 2016development projects the Company is pursuing.
For a detailed discussion of the Company’s risk factors, please refer to the Company's, Legacy HR's and Legacy HTA's filings with the SEC, including this report and Item 1A. Risk Factors herein and Legacy HR's and Legacy HTA's Annual Report on Form 10-K. Such condensed consolidated financial statements and information have been prepared to reflect HTA and HTALP’s financial position as of September 30, 2017 and10-K for the year ended December 31, 2016, together2021.
Merger with resultsHealthcare Trust of operationsAmerica
Completed Merger    
On July 20, 2022, Legacy HR, Legacy HTA, the OP and cash flows forMerger Sub completed the threeMerger in accordance with the terms of the Merger Agreement. Immediately following the Merger, Legacy HR converted to a Maryland limited liability company and nine months ended September 30, 2017changed its name to “HRTI, LLC” and 2016.
The information set forth belowLegacy HTA changed its name to “Healthcare Realty Trust Incorporated”. In addition, the equity interests of Legacy HR were contributed by Legacy HTA by means of a contribution and assignment agreement to the OP such that Legacy HR became a wholly-owned subsidiary of the OP. As a result, Legacy HR became a part of an umbrella partnership REIT (“UPREIT”) structure, which is intended to align the corporate structure of the combined company after giving effect to the Merger and the UPREIT reorganization and to provide readers with an understandinga platform for the combined company to more efficiently acquire properties in a tax-deferred manner. The Company operates under the name “Healthcare Realty Trust Incorporated” and its shares of our financial condition, changesclass A common stock, $0.01 par value per share, trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “HR”. For additional information on the Merger, see Notes 2 and 6 to the Condensed Consolidated Financial Statements.
Unless expressly stated otherwise, the discussion in this Item 2 refers to Legacy HR's financial condition and results of operations.operations on a stand-alone basis prior to giving effect to the Merger. Because Legacy HR was the accounting acquirer under GAAP in the transaction, its historical financial statements became the historical financial
Forward-Looking Statements;

Executive Summary;
Company Highlights;29
Critical Accounting Policies;

Recently Issued or Adopted Accounting Pronouncements;Table of Contents
Factors Which May Influence Results
statements of Operations;
Results of Operations;
Non-GAAP Financial Measures;the Company. For additional information, please refer to the Explanatory Note in this Quarterly Report on Form 10-Q.
Liquidity and Capital Resources;Resources
CommitmentsSources and Contingencies;Uses of Cash
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 meaningThe Company’s primary sources of the safe harborcash include rent receipts 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 areits real estate portfolio based on a numbercontractual arrangements with its tenants, proceeds from the sales 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 Annual Report on Form 10-K, which is incorporated herein.

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Forward-looking statements express expectations of future events. All forward-looking statements are inherently uncertain as they are based on various expectationsjoint ventures, and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties that could cause actual eventsproceeds from public or results to differ materially from those projected. Due to these inherent uncertainties, our stockholders are urged not to place undue reliance on forward-looking statements. Forward-looking statements speak only as ofprivate debt or equity offerings. After 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.
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 the largest publicly-traded REIT focused on MOBs in the U.S. as measured by the GLArefinancing of its 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 campuses, near university medical centers, or in core community outpatient locations. We also focus on our key markets that have certain demographic and macro-economic trends and where we can utilize our institutional property management and leasing platform to generate strong tenant relationships and operating cost efficiencies. Our primary objective is to maximize stockholder value with disciplined growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing and property management oversight; (ii) target accretive acquisitions 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 billion to create a portfolio of MOBs and other healthcare assets consisting of approximately 24.2 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 closingbank facilities 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% 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 GLAMerger, as of September 30, 2017. We2022, the Company had $1.3 billion available to be drawn on its Credit Facility and $57.6 million in cash.
The Company expects to continue to meet its liquidity needs, including funding additional investments, paying dividends, and funding debt service, through cash flows from operations and liquidity sources, including the Credit Facility. Management believes that the Company's liquidity and sources of capital are concentrated in 20adequate to 25 key marketssatisfy its cash requirements. The Company cannot, however, be certain that are experiencing higher economicthese sources of funds will be available at a time 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 MSAs with Atlanta, Boston, Dallas, Houston and Tampa being our largest markets by investment.
Company Highlights
Portfolio Operating Performance
For the three months ended September 30, 2017, our total revenue increased 48.7%, or $57.7 million, to $176.0 million comparedupon terms acceptable to the three months ended September 30, 2016. ForCompany in sufficient amounts to meet its liquidity needs.
Financings in Connection with the nine months ended September 30, 2017, our total revenue increased 29.9%Merger
In connection with the effectiveness of the Merger, Legacy HR (in a limited capacity), or $101.3 million, to $440.2 million, compared toLegacy HTA and the nine months ended September 30, 2016.
ForOP entered into the three months ended September 30, 2017, net income attributable to common stockholders was $0.07 per diluted share, or $13.8 million, compared to $0.04 per diluted share, or $6.4 million,Credit Facility, which restructures the parties’ existing bank facilities and adds additional borrowing capacities for the three months ended September 30, 2016. ForCompany following 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,Merger.

Investing Activities
Cash flows provided by investing activities for the nine months ended September 30, 2016.2022 were approximately $1.4 billion. Below is a summary of significant investing activities.
ForAcquisitions
The following table details the three months ended September 30, 2017, HTA’s FFO was $0.41 per diluted share, or $84.2 million, an increase of $0.03 per diluted share, or 7.9%, compared to 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 shareCompany's acquisitions for the nine months ended September 30, 2016.2022:

Dollars in thousands
ASSOCIATED HEALTH SYSTEM/TENANCY 1
DATE ACQUIREDPURCHASE PRICESQUARE FOOTAGEMILES TO CAMPUS
Dallas, TXTexas Health Resources2/11/22$8,175 18,0000.19
San Francisco, CA 2
Kaiser/Sutter Health3/7/22114,000 166,396 0.90 to 3.30
Q1 2022 subtotal122,175 184,396 
Atlanta, GAWellstar Health4/7/226,912 21,535 0.00
Denver, COCentura Health4/13/226,320 12,207 2.40
Colorado Springs, CO 3
Centura Health4/13/2213,680 25,800 0.80 to 1.70
Seattle, WAUW Medicine4/28/228,350 13,256 0.05
Houston, TXCommonSpirit4/28/2236,250 76,781 1.70
Los Angeles, CACedars-Sinai Health Systems4/29/2235,000 34,282 0.11
Oklahoma City, OKMercy Health4/29/2211,100 34,944 0.18
Raleigh, NC 2
WakeMed/None5/31/2227,500 85,113 0.25 to 12.30
Tampa, FL 3
BayCare Health6/9/2218,650 55,788 0.23
Q2 2022 subtotal163,762 359,706 
Seattle, WAEvergreenHealth8/1/224,850 10,593 0.24
Raleigh, NCWakeMed8/9/223,783 11,345 0.24
Jacksonville, FLAscension8/9/2218,195 34,133 0.03
Atlanta, GAWellstar8/10/2211,800 43,496 0.11
Denver, COCentura8/11/2214,800 34,785 2.10
Raleigh, NCDuke8/18/2211,375 31,318 0.19
Nashville, TNAscension9/15/2221,000 61,932 0.80
Austin, TXHCA9/29/225,450 15,000 0.03
Q3 2022 subtotal91,253 242,602 
Total real estate acquisitions$377,190 786,704 
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1Includes buildings located on-campus, adjacent and off-campus that are anchored by healthcare systems or located within two miles of a hospital campus.
For the2Includes three months endedproperties.
3Includes two properties.

Subsequent to September 30, 2017, HTALP’s FFO was $0.41 per diluted unit, or $84.4 million, an increase of $0.03 per diluted unit, or 7.9%, compared to2022, the three months ended September 30, 2016. ForCompany acquired the nine months ended September 30, 2017, HTALP’s FFO was $199.3 million, or $1.12 per diluted unit, consistent withfollowing property:
Dollars in thousands
ASSOCIATED HEALTH SYSTEM/TENANCY 1
DATE ACQUIREDPURCHASE PRICESQUARE FOOTAGEMILES TO CAMPUS
Jacksonville, FLAscension10/12/22$3,600 6,2000.10

Joint Venture Acquisitions
The following table details the per diluted unitJoint Venture's acquisitions for the nine months ended September 30, 2016.2022:
For the
Dollars in thousands
ASSOCIATED HEALTH SYSTEM/TENANCY 1
DATE ACQUIREDPURCHASE PRICESQUARE FOOTAGEMILES TO CAMPUSCOMPANY OWNERSHIP %
San Francisco, CA 2
MarinHealth/Kaiser3/7/22$67,175 110,8650.00 to 3.3050 %
Los Angeles, CA 3
Valley Presbyterian Health3/7/2233,800 103,259 1.3050 %
Total joint venture acquisitions$100,975 214,124 
1Includes buildings located on-campus, adjacent and off-campus that are anchored by healthcare systems or located within two miles of a hospital campus.
2Includes three months ended Septemberproperties.
3Includes two properties.

Dispositions
The Company disposed of 30 2017, HTA’s and HTALP’s Normalized FFO was $0.42 per diluted share and unit, or $85.4 million, an increase of $0.02 per diluted share and unit, or 5.0%, compared to the three months ended September 30, 2016. Forproperties during the nine months ended September 30, 2017, HTA’s and HTALP’s Normalized FFO was $1.21 per diluted share and unit, or $215.22022 for a total sales price of $892.4 million, an increaseincluding cash proceeds of $0.01 per diluted share and unit, or 0.8%, compared to$866.5 million. The following table details these dispositions for the nine months ended September 30, 2016.2022:
For additional information on FFO
Dollars in thousandsDate DisposedSales PriceSquare Footage
Loveland, CO 1
2/24/22$84,950 150,291
San Antonio, TX 1
4/15/2225,500 201,523
GA, FL, PA 2
7/29/22133,100 316,739
GA, FL, TX 4
8/4/22160,917 343,545
Los Angeles, CA 2, 5
8/5/22134,845 283,780
Dallas, TX 4, 6
8/30/22114,290 189,385
Indianapolis, IN 3
8/31/22238,845 506,406
Total dispositions$892,447 1,991,669 
1Includes two properties.
2Includes four properties.
3Includes five properties.
4Includes six properties.
5Values and Normalized FFO, see “FFOsquare feet are represented at 100%. The Company retained a 20% ownership interest in the joint venture that purchased these properties.
6Values and Normalized FFO” below, which includessquare feet are represented at 100%. The Company retained a reconciliation40% ownership interest in the joint venture that purchased these properties.

Subsequent 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, our Net Operating Income (“NOI”) increased 46.9%, or $38.2 million, to $119.7 million, compared to2022, the three months ended September 30, 2016. ForCompany disposed of 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.following properties:
For the three months ended September 30, 2017, our Same-Property Cash NOI increased 2.9%, or $2.2 million, to $80.3 million, compared to 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.
Dollars in thousandsDATE DISPOSEDSALE PRICESQUARE FOOTAGE
Dallas, TX 1, 2
10/4/22$104,025 291,328 
Houston, TX 2
10/21/2232,000 134,910 
Total dispositions$136,025 426,238 
For additional information on 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.1 Includes two properties.
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 of asset management, leasing and in-house property management which allows us to better manage and service our existing portfolio.
As2 These properties were classified as assets held for sale 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.2022.
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 and have developed a presence across 20 to 25 key markets. In each of these markets, we have established a strong 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. 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 million square feet of GLA in each of our top ten markets. We expect to establish this scale across 20 to 25 key markets as our portfolio expands.
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.Capital Funding
During the nine months ended September 30, 2017, we acquired investments totaling $2.7 billion, including2022, capital funding included the Duke Acquisitionfollowing:
•$48.6 million toward the following development and redevelopment of $2.24 billion, net ofproperties:
◦Memphis, Tennessee redevelopment totaled $3.0 million;
◦Dallas, Texas redevelopments totaled $3.6 million;
◦Tacoma, Washington redevelopment totaled $6.2 million;
◦Nashville, Tennessee development credits we received at closing, which were located substantiallytotaled $13.6 million;
◦Orlando, Florida development totaled $1.0 million;
◦Raleigh, North Carolina development totaled $5.9 million;
◦Miscellaneous other redevelopment totaled $13.7 million; and
◦tenant improvement funding for previously completed projects totaled $1.6 million.
•$26.0 million toward first generation tenant improvements and planned capital expenditures for acquisitions;
•$20.1 million toward second generation tenant improvements; and
•$23.2 million toward capital expenditures.
Financing Activities
Cash flows used in certain of our 20 to 25 key markets.
Duringfinancing activities for the nine months ended September 30, 2017, we completed2022 were approximately $1.5 billion. See Notes 6 and 9 to the disposition of an MOB located in TexasCondensed Consolidated Financial Statements accompanying this report for a gross sales price of $5.0 million.more information about capital markets and financing activities.
Financial Strategy and Balance Sheet FlexibilityCommon Stock Issuances
As of September 30, 2017, we had total leverage, measured by debt to total capitalization, of 31.9%. Total liquidity was $928.9 million, including cash and cash equivalents of $9.4 million and $919.5 million available on our unsecured revolving credit facility (includes the impact of $5.5 million of outstanding letters of credit) as of September 30, 2017.At-The-Market Equity Offering Program
During the nine months ended September 30, 2017, we issued and sold $1.7 billion 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 newThe Company has 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$750.0 million. As of September 30, 2022, $750.0 million remained available for issuance under our current ATM offering program.
In June 2017, we issuedDebt Activity
On February 18, 2022, the Company repaid in full a public offering (i) $400.0 million of 5-year unsecured senior notes, withmortgage note payable bearing interest at 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, maturing4.70% that encumbered a 56,762 square foot property 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.California. 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.
Critical Accounting Policies
The complete list of our critical accounting policies was disclosed in our 2016 Annual Report on Form 10-K. There have been no material changes to our critical accounting policies as disclosed therein.
Recently Issued or Adopted Accounting Pronouncements
See Note 2 - Summary of Significant Accounting Policies to our accompanying condensed consolidated financial statements for a discussion of recently issued or adopted accounting pronouncements.
Factors Which May Influence Results of Operations
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 in Part I, Item 1A - Risk Factors, in our 2016 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 could adversely affect our rental income in future periods.

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Investment Activity
Including the Duke Acquisition, during the nine months ended September 30, 2017, we had investments with an aggregate purchasepayoff price of $2.7 billion, which included a 50% ownership in an unconsolidated joint venture as$12.6 million consisted of the dateoutstanding principal of the acquisition, and a disposition with a gross sales price of $5.0 million. During the nine months ended September 30, 2016, we had investments with an aggregate gross purchase price of $633.0$11.0 million and a "make-whole" amount of approximately $1.6 million. The unamortized premium of $0.8 million and the unamortized cost on this note of $0.1 million were written off upon payoff.
On February 24, 2022, the Company repaid in full a mortgage note payable bearing interest at a rate of 6.17% that encumbered an 80,153 square foot property in Colorado, in conjunction with the disposition with a gross salesof the property. The aggregate payoff price of $26.5$6.4 million consisted of outstanding principal of $5.8 million and a "make-whole" amount of approximately $0.6 million. The amountunamortized premium of any future acquisitions or dispositions could have a significant impact on our results of operations in future periods.
Results of Operations
Comparison of the three months ended September 30, 2017 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 income563
 88
 475
 NM
Total revenues175,994
 118,340
 57,654
 48.7
Expenses:       
Rental56,331
 36,885
 19,446
 52.7
General and administrative8,283
 7,293
 990
 13.6
Transaction261
 1,122
 (861) (76.7)
Depreciation and amortization70,491
 47,864
 22,627
 47.3
Total expenses135,366
 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 venture318
 —
 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 income1,271
 243
 1,028
 NM
Total revenues440,220
 338,889
 101,331
 29.9
Expenses:       
Rental138,874
 105,299
 33,575
 31.9
General and administrative25,178
 20,879
 4,299
 20.6
Transaction5,618
 4,997
 621
 12.4
Depreciation and amortization172,900
 130,430
 42,470
 32.6
Impairment5,093
 —
 5,093
 NM
Total expenses347,663
 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, net884
 (2,144) 3,028
 141.2
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments57
 (4,000) 4,057
 101.4
Interest related to debt(59,688) (44,503) (15,185) (34.1)
Gain on sale of real estate, net3
 4,212
 (4,209) (99.9)
Loss on extinguishment of debt, net(11,192) (3,022) (8,170) NM
Income from unconsolidated joint venture381
 —
 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 %
$0.1 million was written off upon payoff.
As of September 30, 20172022, the Company had outstanding interest rate derivatives totaling $675.0 million to hedge one-month LIBOR/Term SOFR. The following details the amount and 2016, we owned and operated approximately 24.2 million and 17.6 million square feet of GLA, respectively, with a leased rate of 91.7% and 91.8%, respectively (includes leases which have been executed, but which have not yet commenced), and an occupancy rate of 90.6% and 91.3%, respectively. All explanations are applicable to both HTA and HTALP unless otherwise noted.
Rental Income
For the three and nine months ended September 30, 2017 and 2016, respectively, rental income was comprised of the following (ineach swap (dollars in thousands):
EXPIRATION DATEAMOUNTWEIGHTED
AVERAGE RATE
January 31, 2023$300,000 1.42 %
December 16, 202275,000 2.37 %
January 15, 2024 1
200,000 1.21 %
May 1, 2026 1
100,000 2.15 %
$675,000 1.57 %
 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 leases4,269
 2,299
 1,970
 85.7
Other operating revenue2,063
 1,751
 312
 17.8
Total rental income$175,431
 $118,252
 $57,179
 48.4%
1 Derivatives hedge one-month term SOFR.

 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 leases9,475
 6,503
 2,972
 45.7
Other operating revenue5,778
 4,364
 1,414
 32.4
Total rental income$438,949
 $338,646
 $100,303
 29.6%


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Table of Contents



Contractual rental income, which includes expense reimbursements, increased $54.9 million and $95.9 million for the three and nine months ended September 30, 2017, respectively, compared to the three and nine months ended September 30, 2016. The increases were primarily due to $53.2 million and $94.6 million of additional contractual rental incomeOperating Activities
Cash flows provided by operating activities decreased from our 2016 and 2017 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.
Average starting and ending annual 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 and 2016, respectively (in square feet and per square foot of GLA):
 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 rents21.94
 24.60
 22.47
 22.54
        
Square feet of GLA745,000
 339,000
 2,040,000
 1,125,000
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 had rents that we believed were at market rates. In general, leasing concessions vary depending on lease type and term.
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 and 2016, respectively (in per square foot of GLA):
 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 commissions1.92
 4.91
 2.01
 4.29
Tenant concessions1.93
 3.81
 2.68
 3.92
Renewal leases:       
Tenant improvements$8.58
 $9.46
 $7.50
 $6.19
Leasing commissions1.02
 2.32
 1.09
 1.57
Tenant concessions0.80
 1.71
 1.45
 1.06
The average term for new and renewal leases executed consisted of the following for three and nine months ended September 30, 2017 and 2016, respectively (in years):
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
New leases6.2 5.4 5.8 5.4
Renewal leases5.5 4.5 5.0 4.8
Rental Expenses
For the three months ended September 30, 2017 and 2016, rental expenses attributable to our properties were $56.3 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 million, respectively. The increases in rental expenses were primarily due to $20.9 million and $34.8 million of additional rental expenses associated with our 2016 and 2017 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 of the buildings we sold during 2016 and 2017.
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.

36


Transaction Expenses
For the three months ended September 30, 2017 and 2016, transaction expenses were $0.3 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 million, respectively. The increase 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.
Depreciation and Amortization Expense
For the three months ended September 30, 2017 and 2016, depreciation and amortization expense was $70.5 million and $47.9 million, respectively. For the nine months ended September 30, 2017 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 of our portfolio.
Impairment
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 for the three months ended September 30, 2017 or the three and nine months ended September 30, 2016.
Interest Expense and Net Change in Fair Value of Derivative Financial Instruments
Interest expense, excluding the impact of the net change in fair value of derivative financial instruments, increased by $9.3 million and $14.2 million, during the three and nine months ended September 30, 2017, respectively, 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 change 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.
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 of Debt
For the three months ended September 30, 2017 and 2016, we realized a net loss on extinguishment of debt of $0.8 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 million, respectively. The increase was primarily due to fees we incurred in connection with the execution and our termination of the Bridge Loan Facility as part of the Duke Acquisition.
NOI and Same-Property Cash NOI
NOI increased $38.2 million to $119.7 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$170.3 million for the nine months ended September 30, 2017, compared2021 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, partially offset by a decrease in NOI as a result of the buildings we sold during 2016 and 2017, and a reduction in straight-line rent from properties we owned more than a year.
Same-Property Cash NOI increased $2.2 million to $80.3 million for the three months ended September 30, 2017, compared to the three months ended September 30, 2016. Same-Property Cash NOI increased $6.6 million to $217.8$126.7 million for the nine months ended September 30, 2017, compared2022. Items impacting cash flows from operations include, but are not limited to, cash generated from property operations, interest payments and the timing related to the payment of invoices and other expenses.
The Company may, from time to time, sell properties and redeploy cash from property sales into new investments. To the extent revenues related to the properties being sold exceed income from these new investments, the Company's results of operations and cash flows could be adversely affected.
New Accounting Pronouncements
See Note 1 to the Condensed Consolidated Financial Statements accompanying this report for information on new accounting standards.
Trends and Matters Impacting Operating Results
Management monitors factors and trends important to the Company and the REIT industry to gauge the potential impact on the operations of the Company. In addition to the matters discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, below are some of the factors and trends that management believes may impact future operations of the Company.
Economic and Market Conditions
Rising interest rates and increased volatility in the capital markets have increased the Company’s cost and availability of debt and equity capital. Limited availability and increases in the cost of capital could adversely impact the Company’s ability to finance operations and acquire and develop properties. To the extent the Company’s tenants experience increased costs or financing difficulties due to the economic and market conditions, they may be unable or unwilling to make payments or perform their obligations when due. Additionally, increased interest rates may also result in less liquid property markets, limiting the Company’s ability to sell existing assets or obtain joint venture capital.
Expiring Leases
The Company expects that approximately 15% of its leases will expire each year in the ordinary course of business. There are 477 leases totaling 1.3 million square feet that will expire during the fourth quarter of 2022. Approximately 79% of the leases expiring during the fourth quarter of 2022 are in buildings located on or adjacent to hospital campuses, are distributed throughout the portfolio, and are not concentrated with any one tenant, health system or market area. The Company typically expects to retain 75% to 90% of tenants upon expiration, and the retention ratio for the first nine months endedof the year was within this range.
Operating Expenses
The Company historically has experienced increases in property taxes throughout its portfolio as a result of increasing assessments and tax rates levied across the country. The Company continues its efforts to appeal property tax increases and manage the impact of the increases. In addition, the Company historically has incurred variability in portfolio utilities expense based on seasonality, with the first and third quarters usually reflecting greater amounts. The effects of these operating expense increases are mitigated in leases that have provisions for operating expense reimbursement. As of September 30, 2016. These increases were primarily2022, leases for approximately 91% of the resultCompany's multi-tenant leased square footage allow for some recovery of rent escalations, an increase in average occupancyoperating expenses, with approximately 32% having modified gross lease structures and improved operating efficiencies.approximately 59% having net lease structures.

General and Administrative Expense
The Company expects annual general and administrative expense synergies of $33 million to $36 million that will be realized within a year from the closing of the Merger.
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33




Non-GAAP Financial Measures and Key Performance Indicators
Management considers certain non-GAAP financial measures and key performance indicators to be useful supplemental measures of the Company's operating performance. A non-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable measure determined in accordance with GAAP. Set forth below are descriptions of the non-GAAP financial measures management considers relevant to the Company's business and useful to investors, as well as reconciliations of these measures to the most directly comparable GAAP financial measures.
The non-GAAP financial measures and key performance indicators presented herein are not necessarily identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. These measures should not be considered as alternatives to net income, as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs. Management believes that in order to facilitate a clear understanding of the Company's historical consolidated operating results, these measures should be examined in conjunction with net income and cash flows from operations as presented in the Condensed Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.
Funds from Operations ("FFO"), Normalized FFO and Funds Available for Distribution ("FAD")
FFO and Normalized FFO
We compute FFO in accordance with the current standards establishedper share are operating performance measures adopted by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as netthe most commonly accepted and reported measure of a REIT’s operating performance equal to “net income or loss attributable to common stockholders/unitholders (computed in accordance with GAAP), excluding gains or losses(or losses) from sales of real estate property, and impairment write-downs of depreciable assets, plus depreciation and amortization, related to investments in real estate,impairment, and after adjustments for unconsolidated partnerships and joint ventures. We present this non-GAAP financial measure because we consider it an important supplemental measure”
In addition to FFO, the Company presents Normalized FFO and FAD. Normalized FFO is presented by adding to FFO acquisition-related costs, acceleration of our operating performance and believe it is frequently used by securities analysts, investorsdebt issuance costs, debt extinguishment costs and other interested parties in the evaluation of REITs. Historical cost accounting assumes that the value of realCompany-defined normalizing items to evaluate operating performance. FAD is presented by adding to Normalized FFO non-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 fromnon-cash financing receivable amortization, loan origination cost amortization, deferred financing fees amortization, stock-based compensation expense and provision for bad debts, net; and subtracting maintenance capital expenditures, including second generation tenant improvements and leasing commissions paid and straight-line rent income, net income or loss attributable to common stockholders/unitholders.
We also compute Normalized FFO, which excludes from FFO: (i) transaction expenses; (ii) gain or loss on change in fair value of derivative financial instruments; (iii) gain or loss on extinguishmentexpense. The Company's definition 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,these terms may not be comparable to that of other REITs.real estate companies as they may have different methodologies for computing these amounts. FFO, Normalized FFO and FAD should not be considered as an alternative to net income or loss attributable to common stockholders/unitholders (computed in accordance with GAAP) as an indicator of ourthe Company's financial performance nor isor to cash flow from operating activities as an indicator of the Company's liquidity. FFO, Normalized FFO and FAD should be reviewed in connection with GAAP financial measures.
Management believes FFO, Normalized FFO, FFO per common share, Normalized FFO per share and FAD ("Non-GAAP Measures") provide an understanding of the operating performance of the Company’s properties without giving effect to certain significant non-cash items, primarily depreciation and amortization expense. Historical cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time. However, real estate values instead have historically risen or fallen with market conditions. The Company believes that by excluding the effect of depreciation, amortization, impairments and gains or losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, Non-GAAP Measures can facilitate comparisons of operating performance between periods. The Company reports Non-GAAP Measures because these measures are observed by management to also be the predominant measures used by the REIT industry and by industry analysts to evaluate REITs. For these reasons, management deems it appropriate to disclose and discuss these Non-GAAP Measures. However, none of these measures represent cash generated from operating activities determined in accordance with GAAP and are not necessarily indicative of cash available to fund cash needs. Normalized FFO should be reviewed in connection with other GAAP measurements.
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.

38


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 and 2016, respectively (in thousands, except per share data):
 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 estate70,021
 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 adjustments464
 —
 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, net774
 3,000
 11,192
 3,022
Noncontrolling income from partnership units included in diluted shares166
 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, net0.34
 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, net0.01
 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 outstanding204,795
 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.

39


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 and 2016, 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 estate70,021
 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 adjustments464
 —
 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, net774
 3,000
 11,192
 3,022
Other normalizing items, net (2)
—
 133
 4,643
 117
Normalized FFO attributable to common unitholders85,449
 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, net0.34
 0.33
 1.00
 0.90
FFO attributable to common unitholders per diluted unit0.41
 0.38
 1.12
 1.12
Normalized FFO adjustments per diluted unit, net0.01
 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 outstanding204,795
 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.
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; (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. NOIFurther, these measures should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. NOI should be reviewed in connection with other GAAP measurements.

40


Cash NOI is a non-GAAP financial measure which excludes from NOI: (i) straight-line rent adjustments and (ii) amortization of below and above market leases/leasehold interests and lease termination fees. 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 theCompany’s 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 consideredor as an alternative to cash flow from operating activities as a measure of liquidity.


34



The table below reconciles 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 properties referred to as “Same-Property”. Same-Property Cash NOI excludes properties which have not been ownedFFO, Normalized FFO and operated by us during the entire span of all periods presented, excluding properties intended for disposition in the near term, notes receivable interest income and 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.
The following is the reconciliation of HTA’s and HTALP’s NOI, Cash NOI and Same-Property Cash NOI to net incomeFAD for the three and nine months ended September 30, 20172022 and 2016,2021.
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
Amounts in thousands, except per share data2022202120222021
Net income (loss) attributable to common stockholders$28,304 $(2,066)$76,661 $45,052 
Gain on sales of real estate properties(143,908)(1,186)(197,188)(41,046)
Impairment of real estate properties— 10,669 (25)16,581 
Real estate depreciation and amortization159,643 52,390 272,634 154,899 
Non-controlling income from operating partnership units377 — 377 
Proportionate share of unconsolidated joint ventures3,526 1,558 8,702 3,726 
FFO attributable to common stockholders$47,942 $61,365 $161,161 $179,212 
Acquisition and pursuit costs 1
482 974 3,137 2,388 
Merger-related costs 2
79,402 — 92,603 — 
Lease intangible amortization(2)48 891 (30)
Non-routine legal costs/forfeited earnest money received 3
346 — 577 (500)
Debt financing costs1,091 — 2,520 283 
Unconsolidated JV normalizing items 4
154 54 332 136 
Normalized FFO attributable to common stockholders$129,415 $62,441 $261,221 $181,489 
Non-real estate depreciation and amortization577 586 1,593 1,900 
Non-cash interest amortization 5
8,924 720 10,382 2,511 
Provision for bad debt, net457 25 616 3 
Straight-line rent, net(7,715)(1,171)(10,251)(3,459)
Stock-based compensation3,666 2,538 10,721 8,183 
Unconsolidated JV non-cash items 6
(377)(341)(890)(1,051)
Normalized FFO adjusted for non-cash items$134,947 $64,798 $273,392 $189,576 
2nd generation TI(10,147)(6,219)(20,097)(16,156)
Leasing commissions paid(8,283)(4,531)(15,525)(9,528)
Capital additions(16,067)(5,443)(23,244)(13,539)
FAD$100,450 $48,605 $214,526 $150,353 
FFO per common share - diluted$0.14 $0.42 $0.76 $1.26 
Normalized FFO per common share - diluted$0.39 $0.43 $1.23 $1.27 
FFO weighted average common shares outstanding - diluted 7
332,819 144,807 211,746 142,488 
1Acquisition and pursuit costs include third-party and travel costs related to the pursuit of acquisitions and developments.
2Includes costs incurred related to the Merger.
3Non-routine legal costs include expenses related to two separate disputes; one with a contractor on a $60.6 million completed construction project and another with a tenant on a violation of use restrictions. Forfeited earnest money received related to a disposition that did not materialize.
4Includes the Company's proportionate share of acquisition and pursuit costs related to unconsolidated joint ventures.
5Includes the amortization of deferred financing costs, discounts and premiums, and non-cash financing receivable amortization.
6Includes the Company's proportionate share of straight-line rent, net related to unconsolidated joint ventures.
7The Company utilizes the treasury stock method which includes the dilutive effect of nonvested share-based awards outstanding of 787,559 and 802,150, respectively, (in thousands):for the three and nine months ended September 30, 2022.








 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 expenses8,283
 7,293
 25,178
 20,879
Transaction expenses (1)
261
 1,122
 5,618
 4,997
Depreciation and amortization expense70,491
 47,864
 172,900
 130,430
Impairment—
 —
 5,093
 —
Interest expense and net change in fair value of derivative financial instruments26,188
 15,632
 59,631
 48,503
Gain on sale of real estate, net—
 —
 (3) (4,212)
Loss on extinguishment of debt, net774
 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 fees214
 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.


35
41




Cash Net Operating Income ("NOI") and Same Store Cash NOI
LiquidityCash NOI and Capital ResourcesSame Store Cash NOI are key performance indicators. Management considers these to be supplemental measures that allow investors, analysts and Company management to measure unlevered property-level operating results. The Company defines Cash NOI as rental income, interest from financing receivables and property lease guaranty income less property operating expenses. Cash NOI excludes non-cash items such as above and below market lease intangibles, straight-line rent, lease inducements, financing receivable amortization, tenant improvement amortization and leasing commission amortization. The Company also excludes cash lease termination fees. Cash NOI is historical and not necessarily indicative of future results.
Our primary sourcesSame Store Cash NOI compares Cash NOI for stabilized properties. Stabilized properties are properties that have been included in operations for the duration of cash include: (i) cash flow from operations; (ii) borrowings under our unsecured revolving credit facility; (iii) net proceeds from the issuancesyear-over-year comparison period presented. Accordingly, stabilized properties exclude properties that were recently acquired or disposed of, debtproperties classified as held for sale, properties undergoing redevelopment, and equity securities;newly redeveloped or developed properties. Legacy HTA properties that met the same store criteria are included in both periods shown, on a proforma basis, as if they were owned by the Company for the full analysis period.
The Company utilizes the redevelopment classification for properties where management has approved a change in strategic direction for such properties through the application of additional resources including an amount of capital expenditures significantly above routine maintenance and (iv) proceeds from our dispositions. Duringcapital improvement expenditures. These properties are described in additional detail in Note 6 to the next 12 months our primary uses of cash are expected to include: (a) the funding of acquisitions of MOBs 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,Condensed Consolidated Financial Statements included elsewhere in this report.
Any recently acquired property will be sufficient to fund our operating expenses, capital expenditures and dividends to stockholders. Investments and maturing indebtedness may require funds fromincluded in the issuance of debt and/same store pool once the Company has owned the property for eight full quarters. Newly developed or equity securities or proceeds from sales of real estate.redeveloped properties will be included in the same store pool eight full quarters after substantial completion.
As of The following table reflects the Company's proforma same store cash NOI for the three months ended September 30, 2017, we had liquidity2022 and 2021.
NUMBER OF PROPERTIESGROSS INVESTMENT
at September 30, 2022		SAME STORE CASH NOI for the three months ended September 30,
Dollars in thousands20222021
Same store properties589 $7,943,839 $178,828 $173,951 
















36



The following tables reconcile net income to proforma same store NOI and the impact of $5.5 million of outstanding letters of credit) and $9.4 million of cash and cash equivalents.
In addition, we had unencumbered assets with a gross book value of $6.2 billion. The unencumbered properties may be used as collateralsame store property metrics 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 plantotal owned real estate portfolio for each investment will be adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. As ofthe three months ended September 30, 2017, we estimate that our expenditures2022 and 2021:

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

Reconciliation of Proforma Same Store Properties
AS OF SEPTEMBER 30, 2022
Dollars and square feet in thousandsPROPERTY COUNT
GROSS INVESTMENT 1
SQUARE
FEET		OCCUPANCY
Same store properties589 $7,943,839 34,731 89.1 %
Acquisitions85 426,519 4,235 89.3 %
Development completions6 166,775 410 86.8 %
Redevelopments11 168,154 1,067 58.4 %
Planned Dispositions4 69,449 223 2.4 %
Total owned real estate properties695 $8,774,736 40,666 87.8 %
1Excludes assets held for capital improvementssale, construction in progress, land held for the remainder of 2017 will range from $10.0 milliondevelopment, corporate property and financing lease right-of-use assets unrelated to $15.0 million depending on leasing activity. As of September 30, 2017, 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.
If we experience lower occupancy levels, reduced rental rates, reduced revenuesan imputed lease arrangement as a result of asset sales, or increased capital expenditures and leasing costsa sale leaseback transaction.
Results of Operations
Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021
The Company’s results of operations for the three months ended September 30, 2022 compared to historical levelsthe same period in 2021 were impacted by the Merger, acquisitions, developments, dispositions, gains on sale, and capital markets transactions.
Revenues
Rental income increased $167.2 million, or 126.9%, for the three months ended September 30, 2022 compared to the prior year period. This increase is comprised of the following:
•Acquisitions in 2021 and 2022 contributed $13.5 million.
•Leasing activity, including contractual rent increases, contributed $4.1 million.
•Dispositions in 2021 and 2022 resulted in a decrease of $5.0 million.
•Impact from the Merger contributed $154.6 million.


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






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Interest expense
Interest expense increased $39.7 million, or 297.8%, for the three months ended September 30, 2022 compared to the prior year period. The components of interest expense are as follows:
THREE MONTHS ENDED SEPTEMBER 30,CHANGE
Dollars in thousands20222021$%
Contractual interest$42,019 $12,201 $29,818 244.4 %
Net discount/premium accretion7,617 50 7,567 15,134.0 %
Deferred financing costs amortization1,341 713 628 88.1 %
Interest rate swap amortization42 42 — — %
Treasury hedge amortization107 107 — — %
Fair value derivative1,732 — 1,732 — %
Interest cost capitalization(703)(34)(669)1,967.6 %
Right-of-use assets financing amortization889 255 634 248.6 %
Total interest expense$53,044 $13,334 $39,710 297.8 %
Contractual interest expense increased $29.8 million, or 244.4%, for the three months ended September 30, 2022 compared to the prior year period primarily as a result of the following activity:
•Senior notes and unsecured term loans assumed in the Merger accounted for an increase of approximately $22.8 million.
•New unsecured term loans executed with the amended credit facility accounted for an increase of approximately $2.2 million.
•The Company's Unsecured Term Loan due 2024 and 2026, net of swaps, accounted for an increase of approximately $1.0 million.
•The Credit Facility accounted for an increase of approximately $4.2 million due to competitive market conditionsan increased weighted average balance outstanding and an increase in the weighted average interest rate.
•Mortgage note repayments, net of assumptions, accounted for new and renewal leases,a decrease of approximately $0.3 million.
Impairment of Real Estate Properties
In the effect would be a reductionthird quarter of net cash provided by operating activities. If such a reduction2021, the Company recognized an impairment of net cash provided by operating activities is realized, we may have a cash flow deficit in subsequent periods. Our estimate of net cash available isapproximately $10.7 million based on various assumptions which are difficultthe contractual sales price of a property that was reclassified to predict, includingheld for sale during the levelsthird quarter 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.2021.
Cash FlowsEquity loss from unconsolidated joint ventures
The following is a summaryCompany recognized its proportionate share of our cash flowslosses from its unconsolidated joint ventures. These losses are primarily attributable to non-cash depreciation expense. See Note 3 to the Condensed Consolidated Financial Statements accompanying this report for more details regarding the Company's unconsolidated joint ventures.
Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021
The Company’s results of operations for the nine months ended September 30, 2017 and 2016, respectively (in thousands):
 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 activities228,542
 148,257
 80,285
Net cash used in investing activities(2,487,471) (541,080) (1,946,391)
Net cash provided by financing activities2,257,108
 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 in 2017 primarily due2022 compared to the impact of our 2016same period in 2021 were impacted by the Merger, acquisitions, developments, dispositions, gains on sale, and 2017 acquisitions, contractual rent increases and improved operating efficiencies, partially offset by our 2016 and 2017 dispositions. We anticipate cash flows from operating activities to increase as a result of the above items and continued leasing activity in our existing portfolio.capital markets transactions.
ForRevenues
Rental income increased $189.4 million, or 48.7%, for the nine months ended September 30, 2017, net cash used in investing activities primarily related2022 compared to the investmentprior year period. This increase is comprised of the following:
•Acquisitions in real estate was $2.4 billion, investment2021 and 2022 contributed $37.6 million.
•Leasing activity, including contractual rent increases, contributed $11.4 million.
•Dispositions in unconsolidated joint venture was $68.82021 and 2022 resulted in a decrease of $14.2 million.
•Impact from the Merger contributed $154.6 million.


39



Interest income increased $4.8 million, or 199.0%, from the prior year period as the result of two financing receivables acquired during 2021 contributing $3.4 million and capital expenditures was $43.0interest totaling $1.4 million partially offset by proceedsfrom notes receivables assumed in the Merger.
Other operating income increased $1.9 million, or 26.2%, from the saleprior year period primarily as a result of real estate of $4.7 million. Forvariable parking and asset management fees.
Expenses
Property operating expenses increased $67.7 million, or 42.5%, for the nine months ended September 30, 2016, net cash used in investing activities primarily related2022 compared to the investmentprior year period primarily as a result of the following activity:
•Acquisitions in real estate was $532.5 million2021 and capital expenditures was $34.1 million, partially offset by proceeds2022 resulted in an increase of $15.1 million.
•Increases in portfolio operating expenses as follows:
◦Utilities expense of $3.2 million;
◦Administrative, leasing commissions, and other legal expense of $2.1 million;
◦Janitorial expense of $0.8 million;
◦Property tax expense increase of $0.6 million;
◦Compensation expense of $0.6 million;
◦Maintenance and repair expense of $1.1 million;
◦Security expense of $0.3 million; and
◦Insurance expense of $0.2 million.
•Dispositions in 2021 and 2022 resulted in a decrease of $7.6 million.
•Impact from the saleMerger resulted in an increase of real estate of $23.4$51.3 million. We anticipate cash flows used in investing activities to increase as we continue to acquire more properties.

42


ForGeneral and administrative expenses increased approximately $13.1 million, or 51.7%, for the nine months ended September 30, 2017, net cash provided by financing activities primarily related2022 compared to the net proceedsprior year period primarily as a result of sharesthe following activity:
•Incentive-based awards increases of common stock issued was $1.6 billion$1.5 million.
•Compensation expense increases of $4.0 million, including $2.4 million of non-cash expense.
•Net increases, including professional fees, audit services, insurance and net proceeds onother administrative costs, of $2.0 million.
•Impact from the issuanceMerger resulted in an increase of senior notes was $900.0$5.6 million.
Merger-related costs totaled $92.6 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. Forfor the nine months ended September 30, 2016, net cash provided by financing activities2022. These costs consisted primarily related to the net proceeds of shares of common stock issued of $418.9 millionlegal, consulting, and proceeds from unsecured senior notes of $347.7 million, partially offset by net payments on our unsecured revolving credit facility of $191.0 million, dividends paid to holders of our common stock of $116.7 million and payments on our secured mortgage loans of $98.5 million.
Dividends
The amount of dividends we pay to our stockholders is determined by our Board of Directors,banking services incurred 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 accordanceconnection with the terms of HTALP’s partnership agreement. It is our intention to continue to pay dividends. However, our Board of Directors may reduce our dividend rateMerger with HTA.
Depreciation and we cannot guarantee the timing and amount of dividends that it may pay in the future, if any.
Foramortization expense increased $117.0 million, or 77.5%, for the nine months ended September 30, 2017, we paid cash dividends2022 compared to the prior year period primarily as a result of $145.9the following activity:
•Acquisitions in 2021 and 2022 resulted in an increase of $19.6 million. In October 2017, we paid cash dividends
•Various building and tenant improvement expenditures resulted in an increase of $61.2$7.6 million.
•Dispositions in 2021 and 2022 resulted in a decrease of $5.3 million.
•Assets that became fully depreciated resulted in a decrease of $7.6 million.
•Impact from the Merger including a reset for fair value resulted in an increase of $102.7 million.


40



Other Income (Expense)
Gains on sale of real estate properties
Gains on the sale of real estate properties in 2022 totaling approximately $197.2 million.
Gains on the sale of real estate properties in 2021 totaling approximately $41.0 million.
Interest expense
Interest expense increased $42.4 million, or 106.4%, 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.
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, our leverage ratio, measured by debt to total capitalization, was 31.9%.
As of September 30, 2017, we had debt outstanding of $2.9 billion and the weighted average interest rate therein was 3.44% per annum, inclusive of the impact of our interest rate swaps. The following is a summary of our unsecured and secured debt. See Note 7 - Debt to our accompanying condensed consolidated financial statements for a further discussion of our debt.
Unsecured Revolving Credit Facility
As of September 30, 2017, $919.5 million 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, 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 maturing in 2023.
Unsecured Senior Notes
As of September 30, 2017, we had $1.85 billion of unsecured senior notes outstanding, comprised of $300.0 million maturing in 2021, $400.0 million maturing in 2022, $300.0 million maturing in 2023, $350.0 million maturing in 2026, and $500.0 million 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 $286.0 million Promissory Note which matures in 2020. During the nine months ended September 30, 20172022 compared to the prior year period. The components of interest expense are as follows:
NINE MONTHS ENDED SEPTEMBER 30,CHANGE
Dollars in thousands20222021$%
Contractual interest$68,470 $36,590 $31,880 87.1 %
Net discount/premium accretion7,747 146 7,601 5,206.2 %
Deferred financing costs amortization2,760 2,114 646 30.6 %
Interest rate swap amortization126 126 — — %
Treasury hedge amortization320 320 — — %
Fair value derivative1,732 — 1,732 — %
Interest cost capitalization(848)(187)(661)353.5 %
Right-of-use assets financing amortization1,941 748 1,193 159.5 %
Total interest expense$82,248 $39,857 $42,391 106.4 %
Contractual interest expense increased $31.9 million, or 87.1%, we made payments of $75.4 million on our mortgage loans and have $1.2 million of principal payments due duringfor the remainder of 2017.
Commitments and Contingencies
There have been no material changes from the commitments and contingencies disclosed in our 2016 Annual Report on Form 10-K.

43


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 nine months ended September 30, 2017, we believe that we were in compliance2022 compared to the prior year period primarily as a result of the following activity:
•Senior notes and unsecured term loans assumed with all such covenantsthe Merger accounted for an increase of approximately $22.8 million.
•New unsecured term loans executed with the amended credit facility accounted for an increase of approximately $2.2 million.
•The Company's Unsecured Term Loan due 2024 and we are not aware2026, net of any covenants that it is reasonably likely that we would not be ableswaps, accounted for an increase of approximately $0.9 million.
•The Unsecured Credit Facility accounted for an increase of approximately $7.0 million due to meet in accordance with our loan agreements.
Off-Balance Sheet Arrangements
As of September 30, 2017, we have 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 provisionsan increased weighted average balance outstanding and an increase in the majorityweighted average interest rate.
•Mortgage note repayments, net of our tenant leases that protect us from the impactassumptions, accounted for a decrease of normal inflation. These provisions include rent escalations, reimbursement billings for operating expense pass-through charges andapproximately $1.0 million.
Impairment of Real Estate Properties
Impairment of real estate taxproperties in 2021 totaling approximately $16.6 million was associated with the disposal of one property totaling $0.8 million and insurance reimbursementsthe reclassification of a property to held for sale resulting in an impairment of $10.7 million based on the contractual sales price. In addition, the Company recorded impairment charges totaling $5.1 million which includes a per square foot allowance. However, dueproperty associated with a redevelopment project in Nashville, Tennessee.
Equity loss from unconsolidated joint ventures
The Company recognized its proportionate share of losses from its unconsolidated joint ventures, These losses are primarily attributable to non-cash depreciation expense. See Note 3 to the long-term nature of our leases, among other factors,Condensed Consolidated Financial Statements accompanying this report for more details regarding the leases may not reset frequently enough to cover inflation.Company's unconsolidated joint ventures.

Item 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk
ThereThe Company is exposed to market risk in the form of changing interest rates on its debt and mortgage notes. Management uses regular monitoring of market conditions and analysis techniques to manage this risk. During the nine months ended September 30, 2022, there were no material changes in the information regardingquantitative and qualitative disclosures about market risk that was providedrisks presented in our 2016the Company’s Annual Report on Form 10-K. The table below presents, as of September 30, 2017,10-K for the principal amounts of our fixed and variable debt and the weighted average interest rates, excluding the impact of interest rate swaps, by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes (in thousands, except interest rates):ended December 31, 2021.


41

 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%
As of September 30, 2017, we had $2.9 billion of fixed and variable rate debt with interest rates ranging from 2.30% to 6.39% per annum and a weighted average interest 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 the 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.
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.

44




Item 4. Controls and Procedures
Healthcare Trust of America, Inc.Disclosure Controls and Procedures
HTA’sThe Company’s management, is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including HTA’s Chief Executive Officer (as the principal executive officer) and Chief Financial Officer (as the principal financial officer and principal accounting officer), to allow timely decisions regarding required disclosures.
As of September 30, 2017, an evaluation was conducted by HTA under the supervision and with the participation of its management, including HTA’sthe Company’s Chief Executive Officer and Chief Financial Officer, ofhas evaluated the effectiveness of itsthe Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act).Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based on this evaluation, HTA’sthe Company’s Chief Executive Officer and Chief Financial Officer eachhave concluded that, HTA’sas of the end of such period, the Company’s disclosure controls and procedures were effective asin recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports it files or submits under the Exchange Act.

Changes in Internal Control over Financial Reporting
On July 20, 2022, the Merger of September 30, 2017.
WeLegacy HR and Legacy HTA was completed, and the Company is currently integrating Legacy HTA into its operations, compliance program and internal control processes. SEC regulations allow companies to exclude acquisitions from their assessment of internal control over financial reporting during the first year following an acquisition. The Company has excluded the acquired the Duke assets duringoperations of Legacy HTA from management's assessment of internal control over financial reporting for the nine months ended September 30, 2017 and2022. Excluding the Merger, there have integrated the assets and development platform on to our existing internal controls over financial reporting. Except fornot been any changes in internal controls related to the integration of the Duke assets, there were no changes in ourCompany’s internal control over financial reporting that occurred(as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2017to which this report relates that have materially affected, or are reasonably believed to be likely to materially affect, ourthe Company’s internal control over financial reporting.
October��25, 2017

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, 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.
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, there were no changes in HTALP’s internal control over financial reporting that occurred during the quarter ended September 30, 2017 that have materially affected, or are reasonably believed to be likely to materially affect, HTALP’s internal control over financial reporting.
October 25, 2017


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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are subjectThe Company is, from time to claims andtime, involved in litigation arising in the ordinary course of business. We doThe Company is not believeaware of any liability from any reasonably foreseeable disposition of such claims andpending or threatened litigation individually or inthat, if resolved against the aggregate,Company, would have a material adverse effect on our accompanying condensedthe Company’s consolidated financial statements.position, results of operations or cash flows.
Item 1A. Risk Factors
There have been no material changes fromIn addition to the other information set forth in this report and the risk factors previously discloseddiscussed below, an investor should carefully consider the factors discussed below and those discussed in our 2016Part I, “Item 1A. Risk Factors” in Legacy HR's Annual Report on Form 10-K.10-K for the year ended December 31, 2021 and Legacy HTA's Annual Report on Form 10-K for the year ended December 31, 2021, which could materially affect the Company’s business, financial condition or future results. The risks, as described below and in Legacy HR’s Annual Report on Form 10-K for the year ended December 31, 2021 and Legacy HTA's Annual Report on Form 10-K for the year ended December 31, 2021, are not the only risks facing the Company. Additional risks and uncertainties not currently known to management or that management currently deems immaterial also may materially, adversely affect the Company’s business, financial condition, operating results or cash flows.
Risk Factors Relating to the Company
Operational Risks
The Company has incurred substantial expenses related to the Merger.
The Company has incurred substantial expenses in connection with completing the Merger and expects to incur substantial expenses integrating the business, operations, networks, systems, technologies, policies and procedures of the two companies, including severance costs. In addition, there are a large number of systems that must be integrated, including billing, management information, asset management, accounting and finance, payroll and benefits, lease administration and regulatory compliance. Although the Company has assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond its control that could affect the total amount or the timing of its integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and integration expenses associated with the Merger could, particularly in the near term, exceed the savings that the Company


42



expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the integration of the businesses. As a result, Legacy HR incurred expenses against its earnings before the completion of the Merger, and the Company has incurred and expects to incur additional expenses and charges following the Merger.
The Company may be unable to integrate the businesses of Legacy HR and Legacy HTA successfully and realize the anticipated synergies and related benefits of the Merger or do so within the anticipated timeframe.
The Merger involves the combination of two companies that operated as independent public companies. The Company is devoting significant management attention and resources to integrate the business practices and operations of Legacy HR and Legacy HTA. Potential difficulties the Company may encounter in the integration process include the following:
1.the inability to successfully combine the businesses of Legacy HR and Legacy HTA in a manner that permits the Company to achieve the cost savings anticipated to result from the Merger, which would result in the anticipated benefits of the Merger not being realized in the timeframe currently anticipated or at all;
2.the complexities associated with managing the combined businesses out of different locations and integrating personnel from the two companies;
3.the additional complexities of combining two companies with different histories, cultures, markets and tenant bases;
4.the failure to retain key employees of the Company;
5.potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Merger; and
6.performance shortfalls at one or both of the two companies as a result of the diversion of management's attention caused by completing the Merger and integrating the operations of Legacy HR and Legacy HTA.
For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of the Company's management, the disruption of the Company's ongoing business or inconsistencies in the Company's services, standards, controls, procedures and policies, any of which could adversely affect the ability of the Company to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of the Merger, or could otherwise adversely affect the business and financial results of the Company.
The Company may be unable to retain key employees.
The success of the Company after the Merger will depend in part upon its ability to retain key employees. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the Company following the Merger. Accordingly, no assurance can be given that the Company will be able to retain key employees.
The trading price of shares of common stock of the Company may be affected by factors different from those that affected the price of shares of Legacy HR's common stock or Legacy HTA’s common stock before the Merger.
The results of operations of the Company, as well as the trading price of the shares of common stock of the Company, may be affected by factors different from those that affected Legacy HR's or Legacy HTA's results of operations and the trading prices of their respective shares of common stock. These factors include:
1.a greater number of shares of common stock of the Company outstanding;
2.different stockholders;
3.different businesses; and
4.different assets and capitalizations.
In addition, the Company may take actions in the future—such as a share split, reverse share split, stock repurchases, or reclassification—that could affect the trading price of its shares of common stock.
Accordingly, the historical trading prices and financial results of Legacy HR and Legacy HTA may not be indicative of these matters for the Company after the Merger.


43



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

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


44



consequences for the Company, including (a) reducing the Company's credit ratings and thereby raising its borrowing costs, (b) hindering the Company's ability to adjust to changing market, industry or economic conditions, (c) limiting the Company's ability to access the capital markets to refinance maturing debt or to fund acquisitions or emerging businesses, (d) limiting the amount of free cash flow available for future operations, acquisitions, dividends, stock repurchases or other uses, (e) making the Company more vulnerable to economic or industry downturns, including interest rate increases, and (f) placing the Company at a competitive disadvantage compared to less leveraged competitors.
Additionally, the agreements that govern the terms of its indebtedness contain a number of restrictive covenants (including, without limitation, financial maintenance covenants) that impose significant operating and financial restrictions on the Company and may limit its ability to engage in acts that may be in its long-term best interest. Moreover, the Company's ability to satisfy any financial maintenance covenants may be affected by events beyond its control and, as a result, it cannot provide assurance that it will be able to satisfy any such covenants.
A breach of the covenants under the agreements that govern the terms of any of the Company's indebtedness could result in an event of default under the applicable indebtedness. Such a default may allow the applicable creditors to accelerate the related debt and/or terminate any related commitments to extend further credit and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In the event debtholders accelerate the repayment of the Company's indebtedness, the Company may not have sufficient resources to repay such indebtedness.
Moreover, to respond to competitive challenges, the Company may be required to raise substantial additional capital to execute its business strategy. The Company's ability to arrange additional financing will depend on, among other factors, the Company's financial position and performance, as well as prevailing market conditions and other factors beyond the Company's control. If the Company is unable to obtain additional financing, the Company's credit ratings could be further adversely affected, which could further raise the Company's borrowing costs and further limit its future access to capital and its ability to satisfy its obligations under its indebtedness.
The unavailability of equity and debt capital, volatility in the credit markets, increases in interest rates, or changes in the Company’s debt ratings could have an adverse effect on the Company’s ability to meet its debt payments, make dividend payments to stockholders or engage in acquisition and development activity.
A REIT is required by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), to make dividend distributions, thereby retaining less of its capital for growth. As a result, a REIT typically requires new capital to invest in real estate assets. However, there may be times when the Company will have limited access to capital from the equity and/or debt markets. Changes in the Company’s debt ratings could have a material adverse effect on its interest costs and financing sources. The Company’s debt rating can be materially influenced by a number of factors including, but not limited to, acquisitions, investment decisions, and capital management activities. The capital and credit markets have experienced volatility and at times have limited the availability of funds. The Company’s ability to access the capital and credit markets may be limited by these or other factors, which could have an impact on its ability to refinance maturing debt, fund dividend payments and operations, acquire healthcare properties and complete development and redevelopment projects. If the Company is unable to refinance or extend principal payments due at maturity of its various debt instruments, its cash flow may not be sufficient to repay maturing debt or make dividend payments to stockholders. If the Company defaults in paying any of its debts or satisfying its debt covenants, it could experience cross-defaults among debt instruments, the debts could be accelerated and the Company could be forced to liquidate assets for less than the values it would otherwise receive.
Further, the Company obtains credit ratings from various credit-rating agencies based on their evaluation of the Company's credit. These agencies' ratings are based on a number of factors, some of which are not within the Company's control. In addition to factors specific to the Company's financial strength and performance, the rating agencies also consider conditions affecting REITs generally. The Company's credit ratings could be downgraded. If the Company's credit ratings are downgraded or other negative action is taken, the Company could be required, among other things, to pay additional interest and fees on borrowings.
Increases in interest rates could have a material adverse effect on the Company's cost of capital.
In March 2022, the Federal Reserve began, and it has continued and is expected to continue, to raise interest rates in an effort to curb inflation. Increases in interest rates will increase interest cost on new fixed and variable debt and on


45



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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
PurchasesAuthorized Repurchases of Equity Securities by the Issuer and Affiliated Purchasers
DuringOn August 2, 2022, the three months ended September 30, 2017, we repurchasedCompany’s Board of Directors authorized the repurchase of up to $500.0 million of outstanding shares of ourthe Company’s common stock as follows:either in the open market or through privately negotiated transactions, subject to market conditions, regulatory constraints, and other customary conditions. The Company is not obligated under this authorization to repurchase any specific number of shares. This authorization supersedes all previous stock repurchase authorizations. As of the date of this report, the Company has not repurchased any shares of its common stock under this authorization.    
PERIODTOTAL NUMBER OF SHARES PURCHASEDAVERAGE PRICE PAID per shareTOTAL NUMBER OF SHARES purchased as part of publicly announced plans of programsMAXIMUM NUMBER OF SHARES that may yet be purchased under the plans or programs
July 1 - July 31— $— — — 
August 1 - August 31— — — — 
September 1 - September 302,018 24.14 — — 
Total2,018 
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
EXHIBITDESCRIPTION
Exhibit 2.1
Agreement and Plan of Merger, dated as of February 28, 2022, by and among Healthcare Realty Trust Incorporated (now known as HRTI, LLC), Healthcare Trust of America, Inc. (now known as Healthcare Realty Trust Incorporated), Healthcare Trust of America Holdings, L.P. (now known as Healthcare Realty Holdings, L.P.), and HR Acquisition 2, LLC. 1
Exhibit 3.1
Fifth Articles of Amendment and Restatement of Healthcare Trust of America, Inc. (now known as Healthcare Realty Trust Incorporated), effective March 22, 2014.3
Exhibit 3.2
Articles of Amendment of Healthcare Trust of America, Inc. (now known as Healthcare Realty Trust Incorporated), effective December 15, 2014.4
Exhibit 3.3
Articles of Amendment of Healthcare Trust of America, Inc. (now known as Healthcare Realty Trust Incorporated).2
Exhibit 3.4
Fourth Amended and Restated Bylaws of Healthcare Trust of America, Inc. (now known as Healthcare Realty Trust Incorporated), as amended. 5
Exhibit 4.1
Indenture, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated and U.S. Bank Trust Company, National Association. 2
Exhibit 4.2
Supplemental Indenture No. 1, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association.2
Exhibit 4.3
Supplemental Indenture No. 2, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association.2
Exhibit 4.4
Supplemental Indenture No. 3, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association.2
Exhibit 4.5
Supplemental Indenture No. 4, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association.2
Exhibit 4.6
Tenth Supplemental Indenture, dated as of July 22, 2022, by and between HRTI, LLC and Truist Bank.2
Exhibit 4.7
3.875% Senior Notes due 2025.2
Exhibit 4.8
3.625% Senior Notes due 2028 (No. 2028-1).2
Exhibit 4.9
3.625% Senior Notes due 2028 (No. 2028-2).2
Exhibit 4.10
2.400% Senior Notes due 2030 (No. 2030-1).2
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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Table of Contents


Exhibit 4.11
2.400% Senior Notes due 2030 (No. 2030-2).2
Exhibit 4.12
2.050% Senior Notes due 2031.2
Exhibit 4.13
Guarantee of 2025 Note.2
Exhibit 4.15
Guarantee of 2028 Note.2
Exhibit 4.16
Guarantee of 2030 Note.2
Exhibit 4.17
Guarantee of 2031 Note.2
Exhibit 10.1
Exhibit 10.2
Fourth Amended and Restated Revolving Credit and Term Loan Agreement, dated as of July 20, 2022, by and among Healthcare Trust of America Holdings, LP (now known as Healthcare Realty Holdings, L.P.), Healthcare Trust of America, Inc. (now known as Healthcare Realty Trust Incorporated), the lenders named therein, and Wells Fargo Bank, National Association.2
Exhibit 10.3
Contribution and Assignment Agreement, dated as of July 20, 2022, by and between Healthcare Realty Trust Incorporated and Healthcare Realty Holdings, L.P.2
Exhibit 10.4
Third Amended and Restated Employment Agreement, dated February 16, 2016, by and between Todd J. Meredith and Legacy HR (previously filed as Exhibit 10.10 to Legacy HR’s Form 10-K for the year ended December 31, 2015 filed with the SEC on February 16, 2016 and incorporated by reference herein).2
Exhibit 10.5
Amendment No. 1 to Third Amended and Restated Employment Agreement, dated February 12, 2020, by and between Todd J. Meredith and Legacy HR (previously filed as Exhibit 10.5 to Legacy HR’s Form 10-K for the year ended December 31, 2019 filed with the SEC on February 12, 2020 and incorporated by reference herein).2
Exhibit 10.6
Amendment No. 2 to Third Amended and Restated Employment Agreement, dated February 18, 2022, by and between Todd J. Meredith and Legacy HR (previously filed as Exhibit 10.6 to Legacy HR’s Form 10-K for the year ended December 31, 2021 filed with the SEC on February 22, 2022 and incorporated by reference herein).2
Exhibit 10.7
Third Amended and Restated Employment Agreement, dated February 15, 2017, by and between John M. Bryant, Jr. and Legacy HR (previously filed as Exhibit 10.8 to Legacy HR’s Form 10-K for the year ended December 31, 2016 filed with the SEC on February 15, 2017 and incorporated by reference herein).2
Exhibit 10.8
Amendment No. 1 to Third Amended and Restated Employment Agreement, dated February 12, 2020, by and between John M. Bryant, Jr. and Legacy HR (previously filed as Exhibit 10.7 to Legacy HR’s Form 10-K for the year ended December 31, 2019 filed with the SEC on February 12, 2020 and incorporated by reference herein).2
Exhibit 10.9
Amended and Restated Employment Agreement, dated January 1, 2017, by and between Robert E. Hull and Legacy HR (previously filed as Exhibit 10.9 to Legacy HR’s Form 10-K for the year ended December 31, 2016 filed with the SEC on February 15, 2017 and incorporated by reference herein).2
Exhibit 10.10
Amendment No. 1 to Amended and Restated Employment Agreement, dated February 12, 2020, by and between Robert E. Hull and Legacy HR (previously filed as Exhibit 10.9 to Legacy HR’s Form 10-K for the year ended December 31, 2019 filed with the SEC on February 12, 2020 and incorporated by reference herein).2
Exhibit 10.11
Amendment No. 2 to Amended and Restated Employment Agreement, dated February 18, 2022, by and between Robert E. Hull and Legacy HR (previously filed as Exhibit 10.11 to Legacy HR’s Form 10-K for the year ended December 31, 2021 filed with the SEC on February 22, 2022 and incorporated by reference herein).2
Exhibit 10.12
Amended and Restated Employment Agreement, dated February 2, 2016, by and between J. Christopher Douglas and Legacy HR (previously filed as Exhibit 10.1 to Legacy HR’s Form 8-K filed with the SEC on February 3, 2016 and incorporated by reference herein).2
Exhibit 10.13
Amendment No. 1 to Amended and Restated Employment Agreement, dated February 12, 2020, by and between J. Christopher Douglas and Legacy HR (previously filed as Exhibit 10.11 to Legacy HR’s Form 10-K for the year ended December 31, 2019 filed with the SEC on February 12, 2020 and incorporated by reference herein).2
Exhibit 10.14
Amendment No. 2 to Amended and Restated Employment Agreement, dated February 18, 2022, by and between J. Christopher Douglas and Legacy HR (previously filed as Exhibit 10.4 to Legacy HR’s Form 10-K for the year ended December 31, 2021 filed with the SEC on February 22, 2022 and incorporated by reference herein).2
Exhibit 10.15
Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Julie F. Wilson and Legacy HR (previously filed as Exhibit 10.1 to Legacy HR’s Form 10-Q for the quarter ended June 30, 2021 and incorporated by reference herein).2
Exhibit 10.16
Executive Incentive Program, dated August 1, 2022.7
Exhibit 10.17
Second Amended and Restated Agreement of Limited Partnership Healthcare Trust of America Holdings, LP (now known as Healthcare Realty Holdings, L.P.).2
SIGNATURES


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Table of Contents

Exhibit 31.1
Certification of the Chief Executive Officer of Healthcare Realty Trust Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
Exhibit 31.2
Certification of the Chief Financial Officer of Healthcare Realty Trust Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
Exhibit 32
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
Exhibit 101.INSThe instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCHXBRL Taxonomy Extension Schema Document (furnished electronically herewith)
Exhibit 101.CALXBRL Taxonomy Extension Calculation Linkbase Document (furnished electronically herewith)
Exhibit 101.LABXBRL Taxonomy Extension Labels Linkbase Document (furnished electronically herewith)
Exhibit 101.DEFXBRL Taxonomy Extension Definition Linkbase Document (furnished electronically herewith)
Exhibit 101.PREXBRL Taxonomy Extension Presentation Linkbase Document (furnished electronically herewith)
1Filed as an exhibit to the Company's Current Report on Form 8-K filed February 28, 2022 and hereby incorporated by reference.
2Filed as an exhibit to the Company's Current Report on Form 8-K filed July 26, 2022 and hereby incorporated by reference.
3Filed as an exhibit to the Company's Current Report on Form 8-K filed March 11, 2014 and hereby incorporated by reference.
4Filed as an exhibit to the Company's Current Report on Form 8-K filed December 16, 2014 and hereby incorporated by reference.
5Filed as an exhibit to the Company's Current Report on Form 8-K filed April 29, 2020 and hereby incorporated by reference.
6Filed as an exhibit to the Company's Current Report on Form 8-K filed May 16, 2022 and hereby incorporated by reference.
7Filed as an exhibit to the Company's Current Report on Form 8-K filed August 5, 2022 and hereby incorporated by reference.


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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants haveregistrant has duly caused this report to be signed on theirits behalf by the undersigned thereunto duly authorized.
Healthcare Trust of America, Inc.
By:/s/ Scott D. PetersChief Executive Officer, President and Chairman
 Scott D. Peters(Principal Executive Officer)
Date:October 25, 2017
By:/s/ Robert A. MilliganChief Financial Officer
 Robert A. Milligan(Principal Financial Officer and Principal Accounting Officer)
Date:October 25, 2017

HEALTHCARE REALTY TRUST INCORPORATED
Healthcare Trust of America Holdings, LP
By:
By:Healthcare Trust of America, Inc.,
our General Partner
By:/s/ Scott D. PetersChief Executive Officer, President and Chairman
 Scott D. Peters(Principal Executive Officer)
Date:October 25, 2017
By:/s/ Robert A. MilliganChief Financial Officer
 Robert A. Milligan(Principal Financial Officer and Principal Accounting Officer)
Date:October 25, 2017



47


EXHIBIT INDEX
The following exhibits are included, or incorporated by reference, in this Quarterly Report for the quarter ended September 30, 2017 (and are numbered in accordance with Item 601 of Regulation S-K).
J. CHRISTOPHER DOUGLAS
1.1
Underwriting Agreement, dated May 2, 2017, 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, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
1.2
Underwriting Agreement, dated June 1, 2017, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on June 7, 2017 and incorporated herein by reference).
1.3
Form of Equity Distribution Agreement (included as Exhibit 1.1 to our Current Report on Form 8-K filed on September 18, 2017 and incorporated herein by reference).
1.4
Form of Master Forward Confirmation (included as Exhibit 1.2 to our Current Report on Form 8-K filed on September 18, 2017 and incorporated herein by reference).
2.1
Agreement of Purchase and Sale (Pool II), 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 2.1 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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J. Christopher Douglas
2.16
Agreement of PurchaseExecutive Vice President 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 2.1 to our Current Report on Form 8-K filed on May 1, 2017 and incorporated herein by reference).
Chief Financial Officer
3.1November 9, 2022
Articles Supplementary of Healthcare Trust of America, Inc., dated July 14, 2017 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
4.1
2022 Notes Indenture, dated as of June 8, 2017, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 2.950% Senior Notes due 2022 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
4.2
2027 Notes Indenture, dated as of June 8, 2017, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.750% Senior Notes due 2027 and the guarantee thereof (included as Exhibit 4.2 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
5.1
Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
5.2
Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
5.3
Opinion of O’Melveny & Myers LLP (included as Exhibit 5.2 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
5.4
Opinion 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).
8.1
Opinion of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
8.2
Opinion of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
10.1
Letter Agreement between Healthcare Trust of America, Inc. and Scott D. Peters dated July 14, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
10.2
Letter Agreement between Healthcare Trust 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).
10.3
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 as Exhibit 23.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
23.3
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).



49



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*XBRL Instance Document.
101.SCH*XBRL Taxonomy Extension Schema Document.
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document.
*Filed herewith.
**Furnished herewith.


50