UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JuneSeptember 30, 2019
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
Commission File Number: 001-35568 (Healthcare Trust of America, Inc.)
Commission File Number: 333-190916 (Healthcare Trust of America Holdings, LP)
_________________________ 
HEALTHCARE TRUST OF AMERICA, INC.
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
(Exact name of registrant as specified in its charter)
 Maryland(Healthcare Trust of America, Inc.)  20-4738467 
 Delaware(Healthcare Trust of America Holdings, LP)  20-4738347 
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.) 
16435 N. Scottsdale Road, Suite 320,Scottsdale,Arizona85254   (480)998-3478   
(Address of Principal Executive Office and Zip Code)  (Registrant’s telephone number, including area code)  
        
www.htareit.com
(Internet address)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value HTA New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    
Healthcare Trust of America, Inc.
☒ 
Yes
¨ No
Healthcare Trust of America Holdings, LP
☒ 
Yes
¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    
Healthcare Trust of America, Inc.
☒ 
Yes
¨ No
Healthcare Trust of America Holdings, LP
☒ 
Yes
¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Healthcare Trust of America, Inc.
☒ 
Large accelerated filer☐Accelerated filer☐Non-accelerated filer
Healthcare Trust of America Holdings, LP☐Large accelerated filer☐Accelerated filer
☒ 
Non-accelerated filer
Healthcare Trust of America, Inc.☐Smaller reporting company☐Emerging growth company
Healthcare Trust of America Holdings, LP☐Smaller reporting company☐Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Healthcare Trust of America, Inc.☐
Healthcare Trust of America Holdings, LP☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    
Healthcare Trust of America, Inc.☐Yes
x No
Healthcare Trust of America Holdings, LP☐Yes
x No
As of July 22,October 21, 2019, there were 205,158,581207,185,978 shares of Class A common stock of Healthcare Trust of America, Inc. outstanding.
 


Explanatory Note
This quarterly report combines the Quarterly Reports on Form 10-Q (“Quarterly Report”) for the quarter ended JuneSeptember 30, 2019, of Healthcare Trust of America, Inc. (“HTA”), a Maryland corporation, and Healthcare Trust of America Holdings, LP (“HTALP”), a Delaware limited partnership. Unless otherwise indicated or unless the context requires otherwise, all references in this Quarterly Report to “we,” “us,” “our,” “the Company” or “our Company” refer to HTA and HTALP, collectively, and all references to “common stock” shall refer to the Class A common stock of HTA.
HTA operates as a real estate investment trust (“REIT”) and is the general partner of HTALP. As of JuneSeptember 30, 2019, HTA owned a 98.1% partnership interest in HTALP, and other limited partners, including some of HTA’s directors, executive officers and their affiliates, owned the remaining partnership interest (including the long-term incentive plan (“LTIP” Units)) in HTALP. As the sole general partner of HTALP, HTA has the full, exclusive and complete responsibility for HTALP’s day-to-day management and control, including its compliance with the Securities and Exchange Commission (“SEC”) filing requirements.
We believe it is important to understand the few differences between HTA and HTALP in the context of how we operate as an integrated consolidated company. HTA operates as an umbrella partnership REIT structure in which HTALP and its subsidiaries hold substantially all of the assets. HTA’s only material asset is its ownership of partnership interests of HTALP. As a result, HTA does not conduct business itself, other than acting as the sole general partner of HTALP, issuing public equity from time to time and guaranteeing certain debts of HTALP. HTALP conducts the operations of the business and issues publicly-traded debt, but has no publicly-traded equity. Except for net proceeds from public equity issuances by HTA, which are generally contributed to HTALP in exchange for partnership units of HTALP, HTALP generates the capital required for the business through its operations and by direct or indirect incurrence of indebtedness or through the issuance of its partnership units (“OP Units”).
Noncontrolling interests, stockholders’ equity and partners’ capital are the primary areas of difference between the condensed consolidated financial statements of HTA and HTALP. Limited partnership units in HTALP are accounted for as partners’ capital in HTALP’s condensed consolidated balance sheets and as a noncontrolling interest reflected within equity in HTA’s condensed consolidated balance sheets. The differences between HTA’s stockholders’ equity and HTALP’s partners’ capital are due to the differences in the equity issued by HTA and HTALP, respectively.
We believe combining the Quarterly Reports of HTA and HTALP, including the notes to the condensed consolidated financial statements, into this single Quarterly Report results in the following benefits:
enhances stockholders’ understanding of HTA and HTALP by enabling stockholders to view the business as a whole in the same manner that management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure in this Quarterly Report applies to both HTA and HTALP; and
creates time and cost efficiencies through the preparation of a single combined Quarterly Report instead of two separate Quarterly Reports.
In order to highlight the material differences between HTA and HTALP, this Quarterly Report includes sections that separately present and discuss areas that are materially different between HTA and HTALP, including:
the condensed consolidated financial statements;
certain accompanying notes to the condensed consolidated financial statements, including Note 8 - Debt, Note 12 - Stockholders’ Equity and Partners’ Capital, Note 14 - Per Share Data of HTA, and Note 15 - Per Unit Data of HTALP;
as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), the Funds From Operations (“FFO”) and Normalized FFO in Part 1, Item 2 of this Quarterly Report;
the Controls and Procedures in Part 1, Item 4 of this Quarterly Report; and
the Certifications of the Chief Executive Officer and the Chief Financial Officer included as Exhibits 31 and 32 to this Quarterly Report.
In the sections of this Quarterly Report that combine disclosure for HTA and HTALP, this Quarterly Report refers to actions or holdings as being actions or holdings of the Company. Although HTALP (directly or indirectly through one of its subsidiaries) is generally the entity that enters into contracts, holds assets and issues or incurs debt, management believes this presentation is appropriate for the reasons set forth above and because the business of the Company is a single integrated enterprise operated through HTALP.

2


HEALTHCARE TRUST OF AMERICA, INC. AND
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
TABLE OF CONTENTS
 
  Page
PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
4
Healthcare Trust of America, Inc. 
 
Condensed Consolidated Balance Sheets as of JuneSeptember 30, 2019 and December 31, 2018
4
 
Condensed Consolidated Statements of Operations for the Three and SixNine Months Ended JuneSeptember 30, 2019 and 2018
5
 
Condensed Consolidated Statements of Comprehensive Income for the Three and SixNine Months Ended JuneSeptember 30, 2019 and 2018
6
 
Condensed Consolidated Statements of Equity for the Three and SixNine Months Ended JuneSeptember 30, 2019 and 2018
7
 
Condensed Consolidated Statements of Cash Flows for the SixNine Months Ended JuneSeptember 30, 2019 and 2018
89
Healthcare Trust of America Holdings, LP 
 
Condensed Consolidated Balance Sheets as of JuneSeptember 30, 2019 and December 31, 2018
910
 
Condensed Consolidated Statements of Operations for the Three and SixNine Months Ended June 30, 2019 and 2018
10
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended JuneSeptember 30, 2019 and 2018
11
 
Condensed Consolidated Statements of Changes in Partners’ CapitalComprehensive Income for the Three and SixNine Months Ended JuneSeptember 30, 2019 and 2018
12
 
Condensed Consolidated Statements of Cash FlowsChanges in Partners’ Capital for the SixThree and Nine Months Ended JuneSeptember 30, 2019 and 2018
13
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018
15
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP 
 
Notes to Unaudited Condensed Consolidated Financial Statements
1416
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
3134
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
4346
Item 4.
Controls and Procedures
4346
   
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
4447
Item 1A.
Risk Factors
4447
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
4447
Item 6.
Exhibits
4447
   
Signatures
4649






3

Table of Contents

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
(Unaudited)
 June 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018
ASSETS        
Real estate investments:        
Land $492,770
 $481,871
 $513,946
 $481,871
Building and improvements 5,886,129
 5,787,152
 6,003,172
 5,787,152
Lease intangibles 598,022
 599,864
 606,946
 599,864
Construction in progress 8,907
 4,903
 19,159
 4,903
 6,985,828
 6,873,790
 7,143,223
 6,873,790
Accumulated depreciation and amortization (1,324,281) (1,208,169) (1,390,752) (1,208,169)
Real estate investments, net 5,661,547
 5,665,621
 5,752,471
 5,665,621
Investment in unconsolidated joint venture 66,731
 67,172
 66,348
 67,172
Cash and cash equivalents 23,194
 126,221
 12,748
 126,221
Restricted cash 5,950
 7,309
 5,068
 7,309
Receivables and other assets, net 225,681
 223,415
 230,163
 223,415
Right-of-use assets, net 245,495
 —
 244,024
 —
Other intangibles, net 11,877
 98,738
 12,176
 98,738
Total assets $6,240,475
 $6,188,476
 $6,322,998
 $6,188,476
LIABILITIES AND EQUITY        
Liabilities:        
Debt $2,567,008
 $2,541,232
 $2,665,691
 $2,541,232
Accounts payable and accrued liabilities 159,853
 185,073
 157,939
 185,073
Derivative financial instruments - interest rate swaps 1,152
 —
Security deposits, prepaid rent and other liabilities 41,241
 59,567
 43,036
 59,567
Lease liabilities 200,842
 —
 200,945
 —
Intangible liabilities, net 40,529
 61,146
 39,766
 61,146
Total liabilities 3,009,473
 2,847,018
 3,108,529
 2,847,018
Commitments and contingencies 

 

 

 

Redeemable noncontrolling interests —
 6,544
 —
 6,544
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; 205,117,620 and 205,267,349 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively 2,051
 2,053
Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 207,186,452 and 205,267,349 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively 2,072
 2,053
Additional paid-in capital 4,521,103
 4,525,969
 4,581,176
 4,525,969
Accumulated other comprehensive (loss) income (449) 307
Accumulated other comprehensive income 1,798
 307
Cumulative dividends in excess of earnings (1,369,763) (1,272,305) (1,443,360) (1,272,305)
Total stockholders’ equity 3,152,942
 3,256,024
 3,141,686
 3,256,024
Noncontrolling interests 78,060
 78,890
 72,783
 78,890
Total equity 3,231,002
 3,334,914
 3,214,469
 3,334,914
Total liabilities and equity $6,240,475
 $6,188,476
 $6,322,998
 $6,188,476
        
The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 20182019 2018 2019 2018
Revenues:              
Rental income$171,609
 $173,221
 $340,484
 $348,788
$174,844
 $175,038
 $515,328
 $523,826
Interest and other operating income148
 111
 239
 205
160
 97
 399
 302
Total revenues171,757
 173,332
 340,723
 348,993
175,004
 175,135
 515,727
 524,128
Expenses:              
Rental52,938
 53,553
 104,406
 109,575
53,807
 55,789
 158,213
 165,364
General and administrative10,079
 8,725
 21,369
 17,511
9,788
 8,770
 31,157
 26,281
Transaction296
 396
 336
 587
522
 346
 858
 933
Depreciation and amortization68,429
 69,104
 137,910
 139,496
73,820
 70,568
 211,730
 210,064
Interest expense24,006
 26,305
 47,976
 52,558
24,625
 24,834
 72,601
 77,392
Impairment—
 —
 —
 4,606
—
 4,281
 —
 8,887
Total expenses155,748
 158,083
 311,997
 324,333
162,562
 164,588
 474,559
 488,921
Loss on sale of real estate, net—
 —
 (37) —
Gain (loss) on sale of real estate, net—
 166,372
 (37) 166,372
Loss on extinguishment of debt, net(21,646) (1,092) (21,646) (1,092)
Income from unconsolidated joint venture548
 403
 1,034
 973
422
 432
 1,456
 1,405
Other income41
 5
 576
 40
205
 89
 781
 129
Net income$16,598
 $15,657
 $30,299
 $25,673
Net income attributable to noncontrolling interests (1)
(339) (311) (600) (525)
Net income attributable to common stockholders$16,259
 $15,346
 $29,699
 $25,148
Net (loss) income$(8,577) $176,348
 $21,722
 $202,021
Net loss (income) attributable to noncontrolling interests (1)
114
 (3,362) (486) (3,887)
Net (loss) income attributable to common stockholders$(8,463) $172,986
 $21,236
 $198,134
Earnings per common share - basic:              
Net income attributable to common stockholders$0.08
 $0.07
 $0.14
 $0.12
Net (loss) income attributable to common stockholders$(0.04) $0.83
 $0.10
 $0.96
Earnings per common share - diluted:              
Net income attributable to common stockholders$0.08
 $0.07
 $0.14
 $0.12
Net (loss) income attributable to common stockholders$(0.04) $0.82
 $0.10
 $0.94
Weighted average common shares outstanding:              
Basic205,108
 205,241
 205,094
 205,155
205,277
 207,513
 205,156
 205,950
Diluted209,005
 209,259
 209,002
 209,218
205,277
 211,444
 209,026
 209,968
              
(1) Includes amounts attributable to redeemable noncontrolling interests.
The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
        
Net income$16,598
 $15,657
 $30,299
 $25,673
        
Other comprehensive (loss) income       
Change in unrealized (losses) gains on cash flow hedges(381) 214
 (771) 1,114
Total other comprehensive (loss) income(381) 214
 (771) 1,114
        
Total comprehensive income16,217
 15,871
 29,528
 26,787
Comprehensive income attributable to noncontrolling interests(294) (301) (519) (499)
Total comprehensive income attributable to common stockholders$15,923
 $15,570
 $29,009
 $26,288
 Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 2019 2018
        
Net (loss) income$(8,577) $176,348
 $21,722
 $202,021
        
Other comprehensive income (loss)       
Change in unrealized gains (losses) on cash flow hedges2,290
 (732) 1,519
 382
Total other comprehensive income (loss)2,290
 (732) 1,519
 382
        
Total comprehensive (loss) income(6,287) 175,616
 23,241
 202,403
Comprehensive loss (income) attributable to noncontrolling interests71
 (3,331) (448) (3,830)
Total comprehensive (loss) income attributable to common stockholders$(6,216) $172,285
 $22,793
 $198,573
The accompanying notes are an integral part of these condensed consolidated financial statements.


6

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(Unaudited)
Class A Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Cumulative Dividends in Excess of Earnings Total Stockholders’ Equity Noncontrolling Interests Total EquityClass A Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Cumulative Dividends in Excess of Earnings Total Stockholders’ Equity Noncontrolling Interests Total Equity
Shares AmountShares Amount
Balance as of December 31, 2017204,892
 $2,049
 $4,508,528
 $274
 $(1,232,069) $3,278,782
 $84,666
 $3,363,448
204,892
 $2,049
 $4,508,528
 $274
 $(1,232,069) $3,278,782
 $84,666
 $3,363,448
Share-based award transactions, net289
 3
 3,504
 —
 —
 3,507
 —
 3,507
289
 3
 3,504
 —
 —
 3,507
 —
 3,507
Repurchase and cancellation of common stock(92) (1) (2,708) —
 —
 (2,709) —
 (2,709)(92) (1) (2,708) —
 —
 (2,709) —
 (2,709)
Redemption of noncontrolling interest and other91
 1
 2,412
 —
 —
 2,413
 (2,413) —
91
 1
 2,412
 —
 —
 2,413
 (2,413) —
Dividends declared ($0.305 per common share)—
 —
 —
 —
 (62,559) (62,559) (1,307) (63,866)—
 —
 —
 —
 (62,559) (62,559) (1,307) (63,866)
Net income—
 —
 —
 —
 9,802
 9,802
 181
 9,983
—
 —
 —
 —
 9,802
 9,802
 181
 9,983
Other comprehensive income—
 —
 —
 883
 —
 883
 17
 900
—
 —
 —
 883
 —
 883
 17
 900
Balance as of March 31, 2018205,180
 2,052
 4,511,736
 1,157
 (1,284,826) 3,230,119
 81,144
 3,311,263
205,180
 2,052
 4,511,736
 1,157
 (1,284,826) 3,230,119
 81,144
 3,311,263
Issuance of common stock in HTA2,550
 25
 72,789
 —
 —
 72,814
 —
 72,814
2,550
 25
 72,789
 —
 —
 72,814
 —
 72,814
Share-based award transactions, net7
 —
 2,196
 —
 —
 2,196
 —
 2,196
7
 —
 2,196
 —
 —
 2,196
 —
 2,196
Repurchase and cancellation of common stock(337) (3) (8,841) —
 —
 (8,844) —
 (8,844)(337) (3) (8,841) —
 —
 (8,844) —
 (8,844)
Redemption of noncontrolling interest and other93
 1
 2,493
 —
 —
 2,494
 (2,494) —
93
 1
 2,493
 —
 —
 2,494
 (2,494) —
Dividends declared ($0.305 per common share)—
 —
 —
 —
 (63,279) (63,279) (1,253) (64,532)—
 —
 —
 —
 (63,279) (63,279) (1,253) (64,532)
Net income—
 —
 —
 —
 15,346
 15,346
 297
 15,643
—
 —
 —
 —
 15,346
 15,346
 297
 15,643
Other comprehensive income—
 —
 —
 210
 —
 210
 4
 214
—
 —
 —
 210
 —
 210
 4
 214
Balance as of June 30, 2018207,493
 $2,075
 $4,580,373
 $1,367
 $(1,332,759) $3,251,056
 $77,698
 $3,328,754
207,493
 2,075
 4,580,373
 1,367
 (1,332,759) 3,251,056
 77,698
 3,328,754
               
Balance as of December 31, 2018205,267
 $2,053
 $4,525,969
 $307
 $(1,272,305) $3,256,024
 $78,890
 $3,334,914
Share-based award transactions, net293
 3
 3,386
 —
 —
 3,389
 —
 3,389
27
 —
 2,127
 —
 —
 2,127
 411
 2,538
Repurchase and cancellation of common stock(478) (5) (11,921) —
 —
 (11,926) —
 (11,926)(300) (3) (7,875) —
 —
 (7,878) —
 (7,878)
Redemption of noncontrolling interest and other18
 —
 527
 —
 —
 527
 (527) —
11
 —
 288
 —
 —
 288
 (288) —
Dividends declared ($0.310 per common share)—
 —
 —
 —
 (63,578) (63,578) (1,306) (64,884)—
 —
 —
 —
 (64,233) (64,233) (1,250) (65,483)
Net income—
 —
 —
 —
 13,440
 13,440
 233
 13,673
—
 —
 —
 —
 172,986
 172,986
 3,344
 176,330
Other comprehensive loss—
 —
 —
 (382) —
 (382) (8) (390)—
 —
 —
 (719) —
 (719) (13) (732)
Balance as of March 31, 2019205,100
 2,051
 4,517,961
 (75) (1,322,443) 3,197,494
 77,282
 3,274,776
Issuance of operating partnership units in HTALP—
 —
 —
 —
 —
 —
 2,603
 2,603
Share-based award transactions, net(3) —
 2,102
 —
 —
 2,102
 —
 2,102
Repurchase and cancellation of common stock(6) —
 (169) —
 —
 (169) —
 (169)
Redemption of noncontrolling interest and other27
 —
 1,209
 —
 —
 1,209
 (785) 424
Dividends declared ($0.310 per common share)—
 —
 —
 —
 (63,579) (63,579) (1,334) (64,913)
Net income—
 —
 —
 —
 16,259
 16,259
 301
 16,560
Other comprehensive loss—
 —
 —
 (374) —
 (374) (7) (381)
Balance as of June 30, 2019205,118
 $2,051
 $4,521,103
 $(449) $(1,369,763) $3,152,942
 $78,060
 $3,231,002
Balance as of September 30, 2018207,231
 $2,072
 $4,574,913
 $648
 $(1,224,006) $3,353,627
 $79,902
 $3,433,529


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HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Cont'd)
(In thousands)
(Unaudited)
 Class A Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Cumulative Dividends in Excess of Earnings Total Stockholders’ Equity Noncontrolling Interests Total Equity
 Shares Amount
Balance as of December 31, 2018205,267
 $2,053
 $4,525,969
 $307
 $(1,272,305) $3,256,024
 $78,890
 $3,334,914
Share-based award transactions, net293
 3
 3,386
 —
 —
 3,389
 —
 3,389
Repurchase and cancellation of common stock(478) (5) (11,921) —
 —
 (11,926) —
 (11,926)
Redemption of noncontrolling interest and other18
 —
 527
 —
 —
 527
 (527) —
Dividends declared ($0.310 per common share)—
 —
 —
 —
 (63,578) (63,578) (1,306) (64,884)
Net income—
 —
 —
 —
 13,440
 13,440
 233
 13,673
Other comprehensive loss—
 —
 —
 (382) —
 (382) (8) (390)
Balance as of March 31, 2019205,100
 2,051
 4,517,961
 (75) (1,322,443) 3,197,494
 77,282
 3,274,776
Issuance of OP Units in HTALP—
 —
 —
 —
 —
 —
 2,603
 2,603
Share-based award transactions, net(3) —
 2,102
 —
 —
 2,102
 —
 2,102
Repurchase and cancellation of common stock(6) —
 (169) —
 —
 (169) —
 (169)
Redemption of noncontrolling interest and other27
 —
 1,209
 —
 —
 1,209
 (785) 424
Dividends declared ($0.310 per common share)—
 —
 —
 —
 (63,579) (63,579) (1,334) (64,913)
Net income—
 —
 —
 —
 16,259
 16,259
 301
 16,560
Other comprehensive loss—
 —
 —
 (374) —
 (374) (7) (381)
Balance as of June 30, 2019205,118
 2,051
 4,521,103
 (449) (1,369,763) 3,152,942
 78,060
 3,231,002
Issuance of common stock1,840
 19
 51,785
 —
 —
 51,804
 —
 51,804
Issuance of limited partner OP Units in connection with acquisitions—
 —
 —
 —
 —
 —
 2,000
 2,000
Share-based award transactions, net31
 —
 2,337
 —
 —
 2,337
 —
 2,337
Repurchase and cancellation of common stock(2) —
 (65) —
 —
 (65) —
 (65)
Redemption of noncontrolling interest and other199
 2
 6,016
 —
 —
 6,018
 (5,951) 67
Dividends declared ($0.315 per common share)—
 —
 —
 —
 (65,134) (65,134) (1,255) (66,389)
Net loss—
 —
 —
 —
 (8,463) (8,463) (114) (8,577)
Other comprehensive income—
 —
 —
 2,247
 —
 2,247
 43
 2,290
Balance as of September 30, 2019207,186
 $2,072
 $4,581,176
 $1,798
 $(1,443,360) $3,141,686
 $72,783
 $3,214,469
The accompanying notes are an integral part of these condensed consolidated financial statements.


7


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HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended June 30,Nine Months Ended September 30,
2019 20182019 2018
Cash flows from operating activities:      
Net income$30,299
 $25,673
$21,722
 $202,021
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization132,931
 135,177
203,392
 203,550
Share-based compensation expense5,491
 5,703
7,828
 7,830
Impairment—
 4,606
—
 8,887
Income from unconsolidated joint venture(1,034) (973)(1,456) (1,405)
Distributions from unconsolidated joint venture1,335
 975
2,225
 1,680
Loss on sale of real estate, net37
 —
Loss (gain) on sale of real estate, net37
 (166,372)
Loss on extinguishment of debt, net21,646
 1,092
Changes in operating assets and liabilities:      
Receivables and other assets, net457
 (2,956)(2,148) (7,820)
Accounts payable and accrued liabilities(23,262) (13,254)(19,783) (5,932)
Prepaid rent and other liabilities2,483
 1,157
4,919
 (2,780)
Net cash provided by operating activities148,737
 156,108
238,382
 240,751
Cash flows from investing activities:      
Investments in real estate(93,855) (11,887)(223,168) (17,389)
Development of real estate(4,627) (23,861)(14,253) (29,593)
Proceeds from the sale of real estate1,193
 —
1,193
 302,440
Capital expenditures(37,763) (34,110)(59,533) (61,136)
Collection of real estate notes receivable365
 347
551
 524
Net cash used in investing activities
(134,687) (69,511)
Net cash (used in) provided by investing activities(295,210) 194,846
Cash flows from financing activities:      
Borrowings on unsecured revolving credit facility135,000
 85,000
365,000
 145,000
Payments on unsecured revolving credit facility(15,000) (85,000)(350,000) (145,000)
Proceeds from unsecured senior notes906,927
 —
Payments on unsecured senior notes(700,000) —
Payments on secured mortgage loans(96,173) (99,218)(96,765) (173,212)
Deferred financing costs(6,954) (782)
Debt extinguishment costs(18,383) (1,909)
Security deposits—
 222
—
 499
Proceeds from issuance of common stock—
 72,814
51,804
 72,814
Issuance of operating partnership units—
 411
Repurchase and cancellation of common stock(12,095) (11,553)(12,159) (19,431)
Dividends paid(127,387) (125,128)(190,853) (188,414)
Distributions paid to noncontrolling interest of limited partners(2,781) (2,689)(7,503) (3,976)
Net cash used in financing activities(118,436) (165,552)(58,886) (314,000)
Net change in cash, cash equivalents and restricted cash(104,386) (78,955)(115,714) 121,597
Cash, cash equivalents and restricted cash - beginning of period133,530
 118,560
133,530
 118,560
Cash, cash equivalents and restricted cash - end of period$29,144
 $39,605
$17,816
 $240,157
The accompanying notes are an integral part of these condensed consolidated financial statements.

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data)
(Unaudited)
 June 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018
ASSETS        
Real estate investments:        
Land $492,770
 $481,871
 $513,946
 $481,871
Building and improvements 5,886,129
 5,787,152
 6,003,172
 5,787,152
Lease intangibles 598,022
 599,864
 606,946
 599,864
Construction in progress 8,907
 4,903
 19,159
 4,903
 6,985,828
 6,873,790
 7,143,223
 6,873,790
Accumulated depreciation and amortization (1,324,281) (1,208,169) (1,390,752) (1,208,169)
Real estate investments, net 5,661,547
 5,665,621
 5,752,471
 5,665,621
Investment in unconsolidated joint venture 66,731
 67,172
 66,348
 67,172
Cash and cash equivalents 23,194
 126,221
 12,748
 126,221
Restricted cash 5,950
 7,309
 5,068
 7,309
Receivables and other assets, net 225,681
 223,415
 230,163
 223,415
Right-of-use assets, net 245,495
 —
 244,024
 —
Other intangibles, net 11,877
 98,738
 12,176
 98,738
Total assets $6,240,475
 $6,188,476
 $6,322,998
 $6,188,476
LIABILITIES AND PARTNERS’ CAPITAL        
Liabilities:   ��    
Debt $2,567,008
 $2,541,232
 $2,665,691
 $2,541,232
Accounts payable and accrued liabilities 159,853
 185,073
 157,939
 185,073
Derivative financial instruments - interest rate swaps 1,152
 —
Security deposits, prepaid rent and other liabilities 41,241
 59,567
 43,036
 59,567
Lease liabilities 200,842
 —
 200,945
 —
Intangible liabilities, net 40,529
 61,146
 39,766
 61,146
Total liabilities 3,009,473
 2,847,018
 3,108,529
 2,847,018
Commitments and contingencies 


 


 


 


Redeemable noncontrolling interests —
 6,544
 —
 6,544
Partners’ Capital:        
Limited partners’ capital, 3,974,657 and 3,929,083 units issued and outstanding as of June 30, 2019 and December 31, 2018, respectively 77,790
 78,620
General partners’ capital, 205,117,620 and 205,267,349 units issued and outstanding as of June 30, 2019 and December 31, 2018, respectively 3,153,212
 3,256,294
Limited partners’ capital, 3,848,279 and 3,929,083 units issued and outstanding as of September 30, 2019 and December 31, 2018, respectively 72,513
 78,620
General partners’ capital, 207,186,452 and 205,267,349 units issued and outstanding as of September 30, 2019 and December 31, 2018, respectively 3,141,956
 3,256,294
Total partners’ capital 3,231,002
 3,334,914
 3,214,469
 3,334,914
Total liabilities and partners’ capital $6,240,475
 $6,188,476
 $6,322,998
 $6,188,476
The accompanying notes are an integral part of these condensed consolidated financial statements.


910

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit data)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 20182019 2018 2019 2018
Revenues:              
Rental income$171,609
 $173,221
 $340,484
 $348,788
$174,844
 $175,038
 $515,328
 $523,826
Interest and other operating income148
 111
 239
 205
160
 97
 399
 302
Total revenues171,757
 173,332
 340,723
 348,993
175,004
 175,135
 515,727
 524,128
Expenses:              
Rental52,938
 53,553
 104,406
 109,575
53,807
 55,789
 158,213
 165,364
General and administrative10,079
 8,725
 21,369
 17,511
9,788
 8,770
 31,157
 26,281
Transaction296
 396
 336
 587
522
 346
 858
 933
Depreciation and amortization68,429
 69,104
 137,910
 139,496
73,820
 70,568
 211,730
 210,064
Interest expense24,006
 26,305
 47,976
 52,558
24,625
 24,834
 72,601
 77,392
Impairment—
 —
 —
 4,606
—
 4,281
 —
 8,887
Total expenses155,748
 158,083
 311,997
 324,333
162,562
 164,588
 474,559
 488,921
Loss on sale of real estate, net—
 —
 (37) —
Gain (loss) on sale of real estate, net—
 166,372
 (37) 166,372
Loss on extinguishment of debt, net(21,646) (1,092) (21,646) (1,092)
Income from unconsolidated joint venture548
 403
 1,034
 973
422
 432
 1,456
 1,405
Other income41
 5
 576
 40
205
 89
 781
 129
Net income$16,598
 $15,657
 $30,299
 $25,673
Net (loss) income$(8,577) $176,348
 $21,722
 $202,021
Net income attributable to noncontrolling interests(38) (14) (66) (47)—
 (18) (66) (65)
Net income attributable to common unitholders$16,560
 $15,643
 $30,233
 $25,626
Earnings per common unit - basic:       
Net income attributable to common unitholders$0.08
 $0.07
 $0.14
 $0.12
Earnings per common unit - diluted:       
Net income attributable to common unitholders$0.08
 $0.07
 $0.14
 $0.12
Weighted average common units outstanding:        
Net (loss) income attributable to common unitholders$(8,577) $176,330
 $21,656
 $201,956
Earnings per common OP Unit - basic:       
Net (loss) income attributable to common unitholders$(0.04) $0.83
 $0.10
 $0.96
Earnings per common OP Unit - diluted:       
Net (loss) income attributable to common unitholders$(0.04) $0.83
 $0.10
 $0.96
Weighted average common OP Units outstanding:        
Basic209,005
 209,259
 209,002
 209,218
209,164
 211,444
 209,056
 209,968
Diluted209,005
 209,259
 209,002
 209,218
209,164
 211,444
 209,056
 209,968
The accompanying notes are an integral part of these condensed consolidated financial statements.

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
        
Net income$16,598
 $15,657
 $30,299
 $25,673
        
Other comprehensive (loss) income       
Change in unrealized (losses) gains on cash flow hedges(381) 214
 (771) 1,114
Total other comprehensive (loss) income(381) 214
 (771) 1,114
        
Total comprehensive income16,217
 15,871
 29,528
 26,787
Comprehensive income attributable to noncontrolling interests(38) (14) (66) (47)
Total comprehensive income attributable to common unitholders$16,179
 $15,857
 $29,462
 $26,740
 Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 2019 2018
        
Net (loss) income$(8,577) $176,348
 $21,722
 $202,021
        
Other comprehensive income (loss)       
Change in unrealized gains (losses) on cash flow hedges2,290
 (732) 1,519
 382
Total other comprehensive income (loss)2,290
 (732) 1,519
 382
        
Total comprehensive (loss) income(6,287) 175,616
 23,241
 202,403
Comprehensive income attributable to noncontrolling interests—
 (18) (66) (65)
Total comprehensive (loss) income attributable to common unitholders$(6,287) $175,598
 $23,175
 $202,338
The accompanying notes are an integral part of these condensed consolidated financial statements.


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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL
(In thousands)
(Unaudited)
 General Partners’ Capital Limited Partners’ Capital Total Partners’ Capital
 Units Amount Units Amount 
Balance as of December 31, 2017204,892
 $3,279,052
 4,124
 $84,396
 $3,363,448
Share-based award transactions, net289
 3,507
 —
 —
 3,507
Redemption and cancellation of general partner units(92) (2,709) —
 —
 (2,709)
Redemption of limited partner units and other91
 2,413
 (91) (2,413) —
Distributions declared ($0.305 per common unit)—
 (62,559) —
 (1,307) (63,866)
Net income—
 9,802
 —
 181
 9,983
Other comprehensive income—
 883
 —
 17
 900
Balance as of March 31, 2018205,180
 3,230,389
 4,033
 80,874
 3,311,263
Issuance of general partner units, net2,550
 72,814
 —
 —
 72,814
Share-based award transactions, net7
 2,196
 —
 —
 2,196
Redemption and cancellation of general partner units(337) (8,844) —
 —
 (8,844)
Redemption of limited partner units and other93
 2,494
 (93) (2,494) —
Distributions declared ($0.305 per common unit)—
 (63,279) —
 (1,253) (64,532)
Net income—
 15,346
 —
 297
 15,643
Other comprehensive income—
 210
 —
 4
 214
Balance as of June 30, 2018207,493
 $3,251,326
 3,940
 $77,428
 $3,328,754
          
Balance as of December 31, 2018205,267
 $3,256,294
 3,929
 $78,620
 $3,334,914
Share-based award transactions, net293
 3,389
 —
 —
 3,389
Redemption and cancellation of general partner units(478) (11,926) —
 —
 (11,926)
Redemption of limited partner units and other18
 527
 (18) (527) —
Distributions declared ($0.310 per common unit)—
 (63,578) —
 (1,306) (64,884)
Net income—
 13,440
 —
 233
 13,673
Other comprehensive loss—
 (382) —
 (8) (390)
Balance as of March 31, 2019205,100
 3,197,764
 3,911
 77,012
 3,274,776
Issuance of limited partner units—
 —
 91
 2,603
 2,603
Share-based award transactions, net(3) 2,102
 —
 —
 2,102
Redemption and cancellation of general partner units(6) (169) —
 —
 (169)
Redemption of limited partner units and other27
 1,209
 (27) (785) 424
Distributions declared ($0.310 per common unit)—
 (63,579) —
 (1,334) (64,913)
Net income—
 16,259
 —
 301
 16,560
Other comprehensive loss—
 (374) —
 (7) (381)
Balance as of June 30, 2019205,118
 $3,153,212
 3,975
 $77,790
 $3,231,002
 General Partners’ Capital Limited Partners’ Capital Total Partners’ Capital
 Units Amount Units Amount 
Balance as of December 31, 2017204,892
 $3,279,052
 4,124
 $84,396
 $3,363,448
Share-based award transactions, net289
 3,507
 —
 —
 3,507
Redemption and cancellation of general partner OP Units(92) (2,709) —
 —
 (2,709)
Redemption of limited partner OP Units and other91
 2,413
 (91) (2,413) —
Distributions declared ($0.305 per common OP Unit)—
 (62,559) —
 (1,307) (63,866)
Net income—
 9,802
 —
 181
 9,983
Other comprehensive income—
 883
 —
 17
 900
Balance as of March 31, 2018205,180
 3,230,389
 4,033
 80,874
 3,311,263
Issuance of general partner OP Units, net2,550
 72,814
 —
 —
 72,814
Share-based award transactions, net7
 2,196
 —
 —
 2,196
Redemption and cancellation of general partner OP Units(337) (8,844) —
 —
 (8,844)
Redemption of limited partner OP Units and other93
 2,494
 (93) (2,494) —
Distributions declared ($0.305 per common OP Unit)—
 (63,279) —
 (1,253) (64,532)
Net income—
 15,346
 —
 297
 15,643
Other comprehensive income—
 210
 —
 4
 214
Balance as of June 30, 2018207,493
 3,251,326
 3,940
 77,428
 3,328,754
Share-based award transactions, net27
 2,127
 —
 411
 2,538
Redemption and cancellation of general partner OP Units(300) (7,878) —
 —
 (7,878)
Redemption of limited partner OP Units and other11
 288
 (11) (288)  
Distributions declared ($0.310 per common OP Unit)—
 (64,233) —
 (1,250) (65,483)
Net income—
 172,986
 —
 3,344
 176,330
Other comprehensive loss—
 (719) —
 (13) (732)
Balance as of September 30, 2018207,231
 $3,353,897
 3,929
 $79,632
 $3,433,529


13

Table of Contents

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (Cont'd)
(In thousands)
(Unaudited)
 General Partners’ Capital Limited Partners’ Capital Total Partners’ Capital
 Units Amount Units Amount 
Balance as of December 31, 2018205,267
 $3,256,294
 3,929
 $78,620
 $3,334,914
Share-based award transactions, net293
 3,389
 —
 —
 3,389
Redemption and cancellation of general partner OP Units(478) (11,926) —
 —
 (11,926)
Redemption of limited partner OP Units and other18
 527
 (18) (527) —
Distributions declared ($0.310 per common OP Unit)—
 (63,578) —
 (1,306) (64,884)
Net income—
 13,440
 —
 233
 13,673
Other comprehensive loss—
 (382) —
 (8) (390)
Balance as of March 31, 2019205,100
 3,197,764
 3,911
 77,012
 3,274,776
Issuance of limited partner OP Units—
 —
 91
 2,603
 2,603
Share-based award transactions, net(3) 2,102
 —
 —
 2,102
Redemption and cancellation of general partner OP Units(6) (169) —
 —
 (169)
Redemption of limited partner OP Units and other27
 1,209
 (27) (785) 424
Distributions declared ($0.310 per common OP Unit)—
 (63,579) —
 (1,334) (64,913)
Net income—
 16,259
 —
 301
 16,560
Other comprehensive loss—
 (374) —
 (7) (381)
Balance as of June 30, 2019205,118
 3,153,212
 3,975
 77,790
 3,231,002
Issuance of general partner OP Units1,840
 51,804
 —
 —
 51,804
Issuance of limited partner OP Units in connection with acquisitions—
 —
 72
 2,000
 2,000
Share-based award transactions, net31
 2,337
 —
 —
 2,337
Redemption and cancellation of general partner OP Units(2) (65) —
 —
 (65)
Redemption of limited partner OP Units and other199
 6,018
 (199) (5,951) 67
Distributions declared ($0.315 per common OP Unit)—
 (65,134) —
 (1,255) (66,389)
Net loss—
 (8,463) —
 (114) (8,577)
Other comprehensive income—
 2,247
 —
 43
 2,290
Balance as of September 30, 2019207,186
 $3,141,956
 3,848
 $72,513
 $3,214,469
The accompanying notes are an integral part of these condensed consolidated financial statements.



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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended June 30,Nine Months Ended September 30,
2019 20182019 2018
Cash flows from operating activities:      
Net income$30,299
 $25,673
$21,722
 $202,021
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization132,931
 135,177
203,392
 203,550
Share-based compensation expense5,491
 5,703
7,828
 7,830
Impairment—
 4,606
—
 8,887
Income from unconsolidated joint venture(1,034) (973)(1,456) (1,405)
Distributions from unconsolidated joint venture1,335
 975
2,225
 1,680
Loss on sale of real estate, net37
 —
Loss (gain) on sale of real estate, net37
 (166,372)
Loss on extinguishment of debt, net21,646
 1,092
Changes in operating assets and liabilities:      
Receivables and other assets, net457
 (2,956)(2,148) (7,820)
Accounts payable and accrued liabilities(23,262) (13,254)(19,783) (5,932)
Prepaid rent and other liabilities2,483
 1,157
4,919
 (2,780)
Net cash provided by operating activities148,737
 156,108
238,382
 240,751
Cash flows from investing activities:      
Investments in real estate(93,855) (11,887)(223,168) (17,389)
Development of real estate(4,627) (23,861)(14,253) (29,593)
Proceeds from the sale of real estate1,193
 —
1,193
 302,440
Capital expenditures(37,763) (34,110)(59,533) (61,136)
Collection of real estate notes receivable365
 347
551
 524
Net cash used in investing activities
(134,687) (69,511)
Net cash (used in) provided by investing activities(295,210) 194,846
Cash flows from financing activities:      
Borrowings on unsecured revolving credit facility135,000
 85,000
365,000
 145,000
Payments on unsecured revolving credit facility(15,000) (85,000)(350,000) (145,000)
Proceeds from unsecured senior notes906,927
 —
Payments from unsecured senior notes(700,000) —
Payments on secured mortgage loans(96,173) (99,218)(96,765) (173,212)
Deferred financing costs(6,954) (782)
Debt extinguishment costs(18,383) (1,909)
Security deposits—
 222
—
 499
Proceeds from issuance of general partner units—
 72,814
51,804
 72,814
Issuance of limited partner units—
 411
Repurchase and cancellation of general partner units(12,095) (11,553)(12,159) (19,431)
Distributions paid to general partner(127,387) (125,128)(190,853) (188,414)
Distributions paid to limited partners and redeemable noncontrolling interests(2,781) (2,689)(7,503) (3,976)
Net cash used in financing activities(118,436) (165,552)(58,886) (314,000)
Net change in cash, cash equivalents and restricted cash(104,386) (78,955)(115,714) 121,597
Cash, cash equivalents and restricted cash - beginning of period133,530
 118,560
133,530
 118,560
Cash, cash equivalents and restricted cash - end of period$29,144
 $39,605
$17,816
 $240,157
The accompanying notes are an integral part of these condensed consolidated financial statements.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unless otherwise indicated or unless the context requires otherwise the use of the words “we,” “us”“us,” or “our” refers to Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP, collectively.
1. Organization and Description of Business
HTA, a Maryland corporation, and HTALP, a Delaware limited partnership, were incorporated or formed, as applicable, on April 20, 2006. HTA operates as a REIT and is the general partner of HTALP, which is the operating partnership, in an umbrella partnership, or “UPREIT” structure. HTA has qualified and intends to continue to be taxed as a REIT for federal income tax purposes under the applicable sections of the Internal Revenue Code.
We own real estate primarily consisting of medical office buildings (“MOBs”) located on or adjacent to hospital campuses or in off-campus, community core outpatient locations across 3233 states within the United States. We lease space to tenants primarily consisting of health systems, research and academic institutions, and various sized physician practices.  Through our full-service operating platform, we provide leasing, asset management, acquisitions, development and other related services for our properties.
Our primary objective is to maximize stockholder value with growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing, building services and property management oversight; (ii) target accretive acquisitions and developments of MOBs in markets with attractive demographics that complement our existing portfolio; and (iii) actively manage our balance sheet to maintain flexibility with conservative leverage. Additionally, from time to time we consider, on an opportunistic basis, significant portfolio acquisitions that we believe fit our core business and we expect to enhance our existing portfolio.
2. Summary of Significant Accounting Policies
The summary of significant accounting policies presented below is designed to assist in understanding our condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the U.S. (“GAAP”) in all material respects and have been consistently applied in preparing our accompanying condensed consolidated financial statements.
Basis of Presentation
Our accompanying condensed consolidated financial statements include our accounts and those of our subsidiaries and any consolidated variable interest entities (“VIEs”). All inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.
Reclassifications
Certain prior year amounts related to the presentation of interest expense on the accompanying condensed consolidated statements of operations have been reclassified to conform to the current year presentation.
Interim Unaudited Financial Data
Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable for the full year. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2018 Annual Report on Form 10-K.

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

Principles of Consolidation
The condensed consolidated financial statements include the accounts of our subsidiaries and consolidated joint venture arrangements. The portions of the HTALP operating partnership not owned by us are presented as noncontrolling interests on the accompanying condensed consolidated balance sheets and statements of operations, condensed consolidated statements of comprehensive income, and condensed consolidated statements of equity and changes in partners’ capital. Holders of OP Units are considered to be noncontrolling interest holders in HTALP and their ownership interests are reflected as equity on the accompanying condensed consolidated balance sheets. Further, a portion of the earnings and losses of HTALP are allocated to noncontrolling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity. As of JuneSeptember 30, 2019 and December 31, 2018, there were approximately 4.03.8 million and 3.9 million, respectively, of OP Units issued and outstanding.
VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. A primary beneficiary is one that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The HTALP operating partnership and our other joint venture arrangements are VIEs because the limited partners in those partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Additionally, we determined that we are the primary beneficiary of our VIEs. Accordingly, we consolidate our interests in the HTALP operating partnership and in our other joint venture arrangements. However, because we hold what is deemed a majority voting interest in the HTALP operating partnership and our other joint venture arrangements, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. Restricted cash is comprised of: (i) reserve accounts for property taxes, insurance, capital and tenant improvements; (ii) collateral accounts for debt and interest rate swaps; and (iii) deposits for future investments.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets to the combined amounts shown on the accompanying condensed consolidated statements of cash flows (in thousands):
June 30,September 30,
2019 20182019 2018
Cash and cash equivalents$23,194
 $26,191
$12,748
 $225,518
Restricted cash5,950
 13,414
5,068
 14,639
Total cash, cash equivalents and restricted cash$29,144
 $39,605
$17,816
 $240,157

Revenue Recognition
Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between rental income recognized and amounts contractually due under the lease agreements are recorded as straight-line rent receivables. Tenant reimbursements, which is comprised of additional amounts recoverable from tenants for real estate taxes, common area maintenance and other certain operating expenses are recognized as revenue on a gross basis in the period in which the related recoverable expenses are incurred.  We accrue revenue corresponding to these expenses on a quarterly basis to adjust recorded amounts to our best estimate of the final annual amounts to be billed. Subsequent to year-end, on a calendar year basis, we perform reconciliations on a lease-by-lease basis and bill or credit each tenant for any differences between the estimated expenses we billed and the actual expenses that were incurred. We recognize lease termination fees when there is a signed termination letter agreement, all of the conditions of the agreement have been met, and the tenant is no longer occupying the property. Rental income is reported net of amortization of inducements.

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The revenue recognition process is based on a five-step model to account for revenue arising from contracts with customers as outlined in Topic 606. We recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We have identified all of our revenue streams and we have concluded that rental income from leasing arrangements represents a substantial portion of our revenue and is governed and evaluated with the adoption of Topic 842.
Investments in Real Estate
Depreciation expense of buildings and improvements for the three months ended JuneSeptember 30, 2019 and 2018 was $51.9$54.9 million and $50.6$50.2 million, respectively. Depreciation expense of buildings and improvements for the sixnine months ended JuneSeptember 30, 2019 and 2018 was $104.0$158.9 million and $101.3$151.5 million, respectively.
Leases
As a lessor, we lease space in our MOBs primarily to medical enterprises for terms ranging from three to seven years in length. The assets underlying these leases consist of buildings and associated land which are included as real estate investments on our accompanying condensed consolidated balance sheets. All of our leases for which we are the lessor are classified as operating leases under Topic 842.
Leases, for which we are the lessee, are classified as separate components on our accompanying condensed consolidated balance sheets. Operating leases are included as right-of-use (“ROU”) assets, net, with a corresponding lease liability. A lease liability is recognized for our obligation related to the lease and an ROU asset represents our right to use the underlying asset over the lease term. Refer to Note 7 - Leases in the accompanying notes to the condensed consolidated financial statements for more detail relating to our leases.
Redeemable Noncontrolling Interests
We account for redeemable equity securities in accordance with ASU 2009-04 Liabilities (Topic 480): Accounting for Redeemable Equity Instruments, which requires that equity securities redeemable at the option of the holder, not solely within our control, be classified outside permanent stockholders’ equity. We classify redeemable equity securities as redeemable noncontrolling interests on the accompanying condensed consolidated balances sheets. Accordingly, we record the carrying amount at the greater of the initial carrying amount (increased or decreased for the noncontrolling interest’s share of net income or loss and distributions) or the redemption value. We measure the redemption value and record an adjustment to the carrying value of the equity securities as a component of redeemable noncontrolling interest. As of JuneSeptember 30, 2019, all redeemable noncontrolling interests have either converted their interest to OP Units or received cash proceeds due to the last exercisable put option that lapsed on June 30, 2019. As of December 31, 2018, we had redeemable noncontrolling interests of $6.5 million. Refer to Note 11 - Redeemable Noncontrolling Interests in the accompanying notes to the condensed consolidated financial statements for more detail relating to our redeemable noncontrolling interests.
Unconsolidated Joint Ventures
We account for our investments in unconsolidated joint ventures using the equity method of accounting because we have the ability to exercise significant influence, but not control, over the financial and operational policy decisions of the investments. Using the equity method of accounting, the initial investment is recognized at cost and subsequently adjusted for our share of the net income and any distributions from the joint venture. As of JuneSeptember 30, 2019 and December 31, 2018, we had a 50% interest in one such investment with a carrying value and maximum exposure to risk of $66.7$66.3 million and $67.2 million, respectively, which is recorded in investment in unconsolidated joint venture on the accompanying condensed consolidated balance sheets. We record our share of net income in income from unconsolidated joint venture on the accompanying condensed consolidated statements of operations. For the three months ended JuneSeptember 30, 2019 and 2018, we recognized income of $0.5$0.4 million and $0.4 million, respectively. For the sixnine months ended JuneSeptember 30, 2019 and 2018, we recognized income of $1.0 million.$1.5 million and $1.4 million, respectively.


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

Recently Issued or Adopted Accounting Pronouncements
Recently Adopted Accounting Pronouncements
Topic 842, Leases
In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, codified as ASC 842 - Leases (Topic 842). This new standard superseded ASC Topic 840 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. Topic 842 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.
We adopted Topic 842 as of January 1, 2019 and elected to use the optional transition method, which allows us to recognize a cumulative-effect adjustment to the opening balance of retained earnings at January 1, 2019. Using the optional transition method, the cumulative effect adjustment was immaterial and as such no adjustment was made to beginning retained earnings. In addition, it was determined in our analysis that finance leases which we are the lessee were immaterial and as such were excluded from our disclosures.
In addition to electing the optional transition method above, we also elected the following practical expedients offered by the FASB which will allow us:
to not reassess: (i) whether an expired or existing contract contains a lease arrangement,arrangement; (ii) lease classification related to expired or existing lease arrangements,arrangements; or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs;
to not separate, as the lessor, certain non-lease components, such as common area maintenance from lease revenue if the (i) timing and pattern of revenue recognition are the same for the non-lease component, and (ii) related lease component and the combined single lease component would be classified as an operating lease;
to exclude land easements from assessment in determining whether they meet the definition of a lease up to the time of adoption; and
to not record on our accompanying condensed consolidated balance sheets, lease liabilities and right of use (“ROU”)ROU assets with lease terms of 12 months or less.
Lessee Impact
Leases for which we are the lessee, including ground leases and corporate leases, which are primarily for office space, have been recorded on our accompanying condensed consolidated balance sheets as either finance or operating leases with lease liability obligations and corresponding ROU assets based on the present value of the minimum rental payments remaining as of the initial adoption date of January 1, 2019.
Lessor Impact
Topic 842 modifies the treatment of initial direct costs, which historically under Topic 840 have been capitalized upon meeting criteria provided for in that applicable guidance. These initial direct costs now under ASC 842 are eligible for capitalization only if they are incremental in nature, (i.e., would only be incurred if we enter into a new lease arrangement). Under this guidance, only commissions paid and other incurred costs incremental to our leasing activity qualify as initial direct costs. These costs, which were previously capitalized, have been classified as general and administrative expenses on our accompanying condensed consolidated statements of operations. For the three and sixnine months ended JuneSeptember 30, 2018, we capitalized approximately $0.9$1.5 million and $2.2$3.7 million, respectively, of initial direct costs.
Additionally, as part of Topic 842, ASU 2018-20 states that (i) a lessor must analyze sales (and other similar) tax laws on a jurisdiction-by-jurisdiction basis to determine whether those taxes are lessor costs or lessee costs and (ii) a lessor shall exclude from variable payments, lessor costs (i.e., property taxes, insurance) paid by a lessee directly to a third party. However, costs that are paid by a lessor directly to a third party and are reimbursed by a lessee are considered lessor costs that shall be accounted for by the lessor as variable payments. As a result of the adoption of Topic 842, we no longer record income or expense when the lessee pays the property taxes directly to a third party. For the three and sixnine months ended JuneSeptember 30, 2018, we recognized approximately $3.4$3.5 million and $7.0$10.5 million, respectively, of tenant paid property taxes.
Except where stated above, the adoption of Topic 842 did not have a substantive impact on our results of operations and cash flows and no significant impact on any of our debt covenants.

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ASU 2018-07, Compensation - Stock Compensation; Improvements to Nonemployee Share-Based Payment Accounting
In June 2018, the FASB issued ASU 2018-07, which expands the scope of Topic 718. The amendments specify that ASU 2018-07 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that it does not apply to share-based payments used to effectively provide (i) financing to the issuer or (ii) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. We adopted ASU 2018-07 on January 1, 2019 (the effective date) and did not have any reclassifications or material impacts on our consolidated financial statements as a result of this adoption.
Recently Issued Accounting Pronouncements
ASU 2016-13, Financial Instruments Credit Losses; Measurement of Credit Losses on Financial Instruments and ASU 2018-19, 2019-04 and 2019-05, Improvements to Topic 326, Financial Instruments-Credit Losses
In June 2016, the FASB issued ASU 2016-13, which 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 2018-19 also clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of these receivables should be accounted for in accordance with Topic 842, Leases. ASU 2019-04 provides clarification on the measurement, presentation and disclosure of credit losses on financial assets. ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis for comparability to any new financial assets that elect the fair value option. We will adopt ASU 2016-13, ASU 2018-19, ASU 2019-04 and ASU 2019-05 collectively as of January 1, 2020 (the effective date) and do not anticipate there to be a material impact to our consolidated financial statements and related notes based on our ongoing evaluation.
ASU 2018-13, Fair Value Measurement; Changes to the Disclosure Requirements for Fair Value Measurement
In August 2018, the FASB issued ASU 2018-13, which modifies the disclosure requirements on fair value measurements in Topic 820 as follows: (a) disclosure removals: (i) the amount of and reasons for transfers between Level 1 and Level 2; (ii) the policy for timing of transfers between levels; and (iii) the valuation process for Level 3 fair value measurements; (b) disclosure modifications: (i) no requirement to disclose the timing of liquidation unless the investee has communicated the timing to the reporting entity or announced the timing publicly; and (ii) for Level 3 fair value measurements, a narrative description of measurement uncertainty at the reporting date, not the sensitivity to future changes; and (c) disclosure additions: (i) for recurring Level 3 measurements, disclose the changes in unrealized gains and losses for the period included in OCI and the statement of comprehensive income; and (ii) for Level 3 fair value measurements in the table of significant input, disclose the range and weighted average of the significant unobservable inputs and the way it is calculated. We will adopt ASU 2018-13 as of January 1, 2020 (the effective date) and will consider all level inputs but do not we do not anticipate there to be a material impact to our consolidated financial statements and related notes based on our ongoing evaluation.
3. Investments in Real Estate     
For the sixnine months ended JuneSeptember 30, 2019, our investments had an aggregate purchase price of $94.1$229.9 million. As part of these investments, we incurred approximately $1.2$1.5 million of capitalized costs. As part of one of our acquisitions in the third quarter of 2019, we issued to our sellers 72,294 OP Units with a market value at the time of issuance of $2.0 million. The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the sixnine months ended JuneSeptember 30, 2019 and 2018, respectively (in thousands):
Six Months Ended June 30,Nine Months Ended September 30,
2019 20182019 2018
Land$12,233
 $1,084
$33,408
 $1,895
Building and improvements74,591
 10,280
174,708
 14,458
In place leases7,784
 662
18,532
 1,237
Below market leases(1,380) (139)(3,386) (201)
Above market leases627
 —
2,046
 —
Net real estate assets acquired93,855
 11,887
225,308
 17,389
Other, net240
 447
4,543
 447
Aggregate purchase price$94,095
 $12,334
$229,851
 $17,836


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The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the sixnine months ended JuneSeptember 30, 2019 and 2018, respectively (in years):
Six Months Ended June 30,Nine Months Ended September 30,
2019 20182019 2018
Acquired intangible assets7.0 8.15.6 5.8
Acquired intangible liabilities7.1 8.17.7 6.5

4. Impairment
During the sixnine months ended JuneSeptember 30, 2019, we recorded no0 impairment charges. During the sixnine months ended JuneSeptember 30, 2018, we recorded an impairment charge of $4.6$8.9 million on two6 MOBs located in Tennessee, Texas and South Carolina.
5. Intangible Assets and Liabilities
Intangible assets and liabilities consisted of the following as of JuneSeptember 30, 2019 and December 31, 2018, respectively (in thousands, except weighted average remaining amortization terms):
June 30, 2019 December 31, 2018September 30, 2019 December 31, 2018
Balance 
Weighted Average Remaining
Amortization in Years
 Balance 
Weighted Average Remaining
Amortization in Years
Balance 
Weighted Average Remaining
Amortization in Years
 Balance 
Weighted Average Remaining
Amortization in Years
Assets:        
In place leases$449,926
 9.7 $449,424
 9.8$459,307
 9.4 $449,424
 9.8
Tenant relationships148,096
 9.5 150,440
 9.4147,639
 9.6 150,440
 9.4
Above market leases36,833
 6.2 36,862
 6.137,988
 6.2 36,862
 6.1
Below market leasehold interests (1)
—
 
 91,759
 64.3—
 
 91,759
 64.3
634,855
 728,485
 644,934
 728,485
 
Accumulated amortization(369,835) (355,576) (384,996) (355,576) 
Total$265,020
 9.5 $372,909
 22.1$259,938
 9.2 $372,909
 22.1
        
Liabilities:        
Below market leases$62,403
 14.5 $61,395
 14.6$64,409
 13.4 $61,395
 14.6
Above market leasehold interests (1)
—
 
 20,610
 49.2—
 
 20,610
 49.2
62,403
 82,005
 64,409
 82,005
 
Accumulated amortization(21,874) (20,859) (24,643) (20,859) 
Total$40,529
 14.5 $61,146
 25.3$39,766
 13.4 $61,146
 25.3
        
(1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of below and above market leasehold interests as of June 30, 2019 does not conform to the prior year presentation.
(1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of below and above market leasehold interests as of September 30, 2019 does not conform to the prior year presentation.(1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of below and above market leasehold interests as of September 30, 2019 does not conform to the prior year presentation.

The following is a summary of the net intangible amortization for the three and sixnine months ended JuneSeptember 30, 2019 and 2018, respectively (in thousands):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 20182019 2018 2019 2018
Amortization recorded against rental income related to above and (below) market leases$(529) $(246) $(1,020) $(308)$(1,658) $(352) $(2,678) $(660)
Rental expense related to above and (below) market leasehold interests (1)
—
 286
 —
 563
—
 287
 —
 850
Amortization expense related to in place leases and tenant relationships(14,092) 16,677
 28,757
 34,325
16,149
 18,475
 44,906
 52,800
              
(1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of rental expense related to above and (below) market leasehold interests for the three and six months ended June 30, 2019 does not conform to the prior year presentation.
(1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of rental expense related to above and below market leasehold interests for the three and nine months ended September 30, 2019 does not conform to the prior year presentation.(1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of rental expense related to above and below market leasehold interests for the three and nine months ended September 30, 2019 does not conform to the prior year presentation.



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6. Receivables and Other Assets
Receivables and other assets consisted of the following as of JuneSeptember 30, 2019 and December 31, 2018, respectively (in thousands):
June 30, 2019 December 31, 2018September 30, 2019 December 31, 2018
Tenant receivables, net$23,921
 $14,588
$16,596
 $14,588
Other receivables, net16,467
 16,078
17,218
 16,078
Deferred financing costs, net5,187
 6,049
4,756
 6,049
Deferred leasing costs, net33,816
 30,731
34,811
 30,731
Straight-line rent receivables, net101,025
 92,973
104,794
 92,973
Prepaid expenses, deposits, equipment and other, net45,181
 61,885
50,695
 61,885
Derivative financial instruments - interest rate swaps84
 1,111
1,293
 1,111
Total$225,681
 $223,415
$230,163
 $223,415

The following is a summary of the amortization of deferred leasing costs and financing costs for the three and sixnine months ended JuneSeptember 30, 2019 and 2018, respectively (in thousands):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 20182019 2018 2019 2018
Amortization expense related to deferred leasing costs$1,874
 $1,303
 $4,028
 $2,809
$1,949
 $1,357
 $5,978
 $4,166
Interest expense related to deferred financing costs431
 431
 862
 862
431
 431
 1,293
 1,293

7. Leases
The majority of our lease expenses are derived from our ground leases and a few corporate leases, which are primarily for office space. We recognize lease expense for these leases on a straight-line basis over the lease term. Many of our leases contain renewal options that can extend the lease term from one to ten years, or in certain cases, longer durations. The exercise of lease renewal options is at our sole discretion. Certain of our ground leases have the option to purchase the land at the end of the initial term. Our leases have one of the following payment options: (i) fixed payment throughout the term; (ii) fixed payments with periodic escalations; (iii) variable lease payments based on the Consumer Price Index (“CPI”) or another similar index; and (iv) a combination of the aforementioned. Our lease agreementsleases do not contain any material residual value guarantees or material restrictive covenants other than certain prohibitions as to the nature of business that can be conducted within the buildings which we own in order to limit activities that may be deemed competitive in nature to the ground lessor’s activities. As of June 30, 2019, we have no new ground leases or corporate leases that have not yet commenced.
As part of the adoption of Topic 842, a lease liability and a corresponding ROU asset was recorded on our accompanying condensed consolidated balance sheets effective January 1, 2019. The lease liability was calculated as the present value of the remaining lease payments using the lease term at lease commencement and an incremental borrowing rate. In determining this calculation, we made the following assumptions and judgments:
only material ground leases and corporate leases exceeding one year in duration were included in our lease population. Office equipment and other non-essential leases were excluded from thethis population due to immateriality; and
a series of incremental borrowing rates were determined based on observed prices and credit spreads of our unsecured senior debt as of December 31, 2018 after applying treasury or other similar index rates as of January 1, 2019 to leases that correspond to the remaining lease terms, adjusted for the effects of collateral.
At adoption, the ROU asset was calculated as the sum of the lease liability, deferred rent of approximately ($19.0) million, and the above and below market leasehold interest balances as of December 31, 2018 of approximately $66.5 million, which were previously recorded as other intangibles and intangible liabilities on our accompanying condensed consolidated balance sheets.
As of September 30, 2019, we have an executed ground lease that has not commenced in accordance with Topic 842. The date of commencement is anticipated to be in the fourth quarter of 2019 when substantive rights and economic control of the underlying asset transfers to us, at which time we will commence construction of a new MOB located in Bakersfield, CA. On that date, we will book a ROU asset and a corresponding lease liability of approximately $3.3 million. As of September 30, 2019, we have no new corporate leases that have not yet commenced.

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Lessee - Lease Costs
Lease costs consisted of the following for the three and sixnine months ended JuneSeptember 30, 2019 (in thousands):
 Three Months Ended Six Months Ended Three Months Ended Nine Months Ended
 June 30, 2019 June 30, 2019 September 30, 2019 September 30, 2019
Operating lease cost $3,066
 $6,121
 $3,221
 $9,342
Variable lease cost 333
 714
 517
 1,231
Total lease cost $3,399
 $6,835
 $3,738
 $10,573

Lessee - Lease Term and Discount Rates
The following is the weighted average remaining lease term and the weighted average discount rate for our operating leases as of JuneSeptember 30, 2019 (weighted average remaining lease term in years):
  JuneSeptember 30, 2019
Weighted-average remaining lease term 47.947.7
Weighted-average discount rate 5.3%

Lessee - Maturity of Lease Liabilities
The following table summarizes the future minimum lease obligations of our operating leases as of JuneSeptember 30, 2019 under Topic 842 (in thousands):
Year Amount Amount
2019 $4,963
 $2,507
2020 10,549
 10,160
2021 10,670
 10,283
2022 10,842
 10,440
2023 10,967
 10,600
2024 10,361
 10,263
Thereafter 632,016
 624,145
Total undiscounted lease payments $690,368
 $678,398
Less: Interest (489,526) (477,453)
Present value of lease liabilities $200,842
 $200,945

As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, Topic 840, the following table summarizes the future minimum lease obligations of our operating leases as of December 31, 2018 (in thousands):
Year Amount
2019 $10,309
2020 10,408
2021 9,877
2022 10,031
2023 10,132
Thereafter 639,234
Total $689,991

Lessor - Lease Revenues and Maturity of Future Minimum Rents
For the three and sixnine months ended JuneSeptember 30, 2019, we recognized $169.9$173.1 million and $338.4$511.5 million, respectively, of rental and other lease-related income related to our operating leases of which $38.2$39.1 million and $76.1$115.2 million, respectively, were variable lease payments.

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The following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of JuneSeptember 30, 2019 under Topic 842 (in thousands):
Year Amount Amount
2019 $247,608
 $122,688
2020 476,320
 493,571
2021 428,342
 444,676
2022 375,494
 391,467
2023 327,302
 340,671
2024 282,124
 295,613
Thereafter 1,110,928
 1,144,912
Total $3,248,118
 $3,233,598
As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, Topic 840, the following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of December 31, 2018 (in thousands):
Year Amount
2019 $497,083
2020 448,956
2021 401,871
2022 341,889
2023 294,451
Thereafter 1,244,246
Total $3,228,496

8. Debt
Debt consisted of the following as of JuneSeptember 30, 2019 and December 31, 2018, respectively (in thousands):
June 30, 2019 December 31, 2018September 30, 2019 December 31, 2018
Unsecured revolving credit facility$120,000
 $—
$15,000
 $—
Unsecured term loans500,000
 500,000
500,000
 500,000
Unsecured senior notes1,850,000
 1,850,000
2,050,000
 1,850,000
Fixed rate mortgages115,248
 211,421
114,657
 211,421
2,585,248
 2,561,421
2,679,657
 2,561,421
Deferred financing costs, net(12,355) (13,741)(16,088) (13,741)
Discount, net(5,885) (6,448)2,122
 (6,448)
Total$2,567,008
 $2,541,232
$2,665,691
 $2,541,232

Unsecured Credit Agreement
Unsecured Revolving Credit Facility due 2022
In 2017, HTALP entered into an amended and restated $1.3 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 maturities of the unsecured revolving credit facility to June 30, 2022 and for the $300.0 million unsecured term loan referenced below to February 1, 2023. The maximum principal amount of the Unsecured Credit Agreement may be increased by up to $750.0 million, subject to certain conditions, for a total principal amount of $2.05 billion.
Borrowings under the unsecured revolving credit facility accrue interest at a rate equal to adjusted LIBOR, plus a margin ranging from 0.83% to 1.55% per annum based on our credit rating. We also pay a facility fee ranging from 0.13% to 0.30% per annum on the aggregate commitments under the unsecured revolving credit facility. As of JuneSeptember 30, 2019, HTALP had $120.0$15.0 million under this unsecured revolving credit facility outstanding and an interest rate of 3.49%3.24% per annum. The margin associated with our borrowings was 1.00% per annum and the facility fee was 0.20% per annum.



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Unsecured Term Loan due 2023
In 2017, we entered into the Unsecured Credit Agreement as noted above. As part of this agreement, we obtained a $300.0 million unsecured term loan that was guaranteed by HTA 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 JuneSeptember 30, 2019 was 1.10% per annum. Including the impact of the interest rate swaps associated with our unsecured term loan, the interest rate was 3.59%2.52% per annum, based on our current credit rating. As of JuneSeptember 30, 2019, HTALP had $300.0 million under this unsecured term loan outstanding.
$200.0 Million Unsecured Term Loan due 2024
In 2018, HTALP entered into a modification of our $200.0 million unsecured term loan with a maturity date of January 15, 2024. Borrowings under the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from 0.75% to 1.65% per annum based on our credit rating. The margin associated with our borrowings as of JuneSeptember 30, 2019 was 1.00% per annum. HTALP had interest rate swaps on a portion of the balance, which resulted in a fixed interest rate at 2.75%2.32% per annum, based on our current credit rating. As of JuneSeptember 30, 2019, HTALP had $200.0 million under this unsecured term loan outstanding.
$300.0 Million Unsecured Senior Notes due 2021
In September 2019, in connection with HTALP’s issuance of $900.0 million of unsecured senior notes, all of the $300.0 million outstanding 2021 unsecured senior notes originally due to mature on July 15, 2021, including any accrued and unpaid interest and a make-whole provision, were redeemed in full, with net proceeds from the offering. The make-whole fee of $7.4 million is recorded in loss on extinguishment of debt in the accompanying condensed consolidated statements of operations.
$400.0 Million Unsecured Senior Notes due 2022
In September 2019, in connection with HTALP’s issuance of $900.0 million of unsecured senior notes, all of the $400.0 million outstanding 2022 unsecured senior notes originally due to mature on July 1, 2022, including any accrued and unpaid interest and a make-whole provision, were redeemed in full, with net proceeds from the offering. The make-whole fee of $10.9 million is recorded in loss on extinguishment of debt in the accompanying condensed consolidated statements of operations.
$300.0 Million Unsecured Senior Notes due 2023
As of JuneSeptember 30, 2019, HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by HTA. 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 June 30, 2019, 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 2017, in connection with the $500.0 million unsecured senior notes due 2027 referenced below, HTALP issued $400.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 2.95% 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 June 30, 2019, 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 June 30, 2019, HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by HTA. 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 JuneSeptember 30, 2019, HTALP had $300.0 million of these unsecured senior notes outstanding that mature on April 15, 2023.
$350.0600.0 Million Unsecured Senior Notes due 2026
As of June 30,In September 2019, HTALP had $350.0in connection with the $650.0 million of unsecured senior notes outstanding thatdue 2030 referenced below, HTALP issued $250.0 million as additional unsecured senior notes to the $350.0 million aggregate principal of senior notes issued on July 12, 2016, all of which are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.50% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 103.66% and 99.72%, respectively, of the principal amount thereof, with an effective yield to maturity of 2.89% and 3.53%, respectively, per annum. As of JuneSeptember 30, 2019, HTALP had $350.0$600.0 million of these unsecured senior notes outstanding that mature on August 1, 2026.
$500.0 Million Unsecured Senior Notes due 2027
In 2017, in connection with the $400.0 million unsecured senior notes due 2022 referenced above, HTALP issued $500.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.75% 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 JuneSeptember 30, 2019, HTALP had $500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.
Fixed Rate Mortgages$650.0 Million Unsecured Senior Notes due 2030
In September 2019, in connection with the $250.0 million additional unsecured senior notes due 2026 referenced above, HTALP issued $650.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.10% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.66% of the principal amount thereof, with an effective yield to maturity of 3.14% per annum. As of JuneSeptember 30, 2019, HTALP and its subsidiaries had fixed rate mortgages with interest rates ranging from 2.85% to 4.00% per annum and a weighted average interest rate of 3.92% per annum. During the six months ended June 30, 2019, we repaid $96.2$650.0 million of our fixed rate mortgages. As of June 30, 2019, we had $115.2 million of fixed rate mortgages outstanding.these unsecured senior notes outstanding that mature on February 15, 2030.

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Fixed Rate Mortgages
As of September 30, 2019, HTALP and its subsidiaries had fixed rate mortgages with interest rates ranging from 2.85% to 4.00% per annum and a weighted average interest rate of 3.93% per annum. During the nine months ended September 30, 2019, we repaid $96.8 million of our fixed rate mortgages. As of September 30, 2019, we had $114.7 million of fixed rate mortgages outstanding.
Future Debt Maturities
The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of JuneSeptember 30, 2019 (in thousands):
Year Amount Amount
2019 $1,189
 $598
2020 97,429
 97,429
2021 302,504
 2,504
2022 522,005
 17,005
2023 612,121
 612,121
Thereafter 1,050,000
 1,950,000
Total $2,585,248
 $2,679,657

Deferred Financing Costs
As of JuneSeptember 30, 2019, the future amortization of our deferred financing costs is as follows (in thousands):
Year Amount Amount
2019 $1,636
 $858
2020 2,890
 2,555
2021 2,717
 2,560
2022 2,096
 2,561
2023 1,110
 1,842
Thereafter 1,906
 5,712
Total $12,355
 $16,088

Debt Covenants
We are required by the terms of our applicable loan agreements to meet various affirmative and negative covenants that we believe are customary for these types of facilities, such as limitations on the incurrence of debt by us and our subsidiaries that own unencumbered assets, limitations on the nature of HTALP’s business, and limitations on distributions by HTALP and its subsidiaries that own unencumbered assets. Our loan agreements also impose various financial covenants on us, such as a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a minimum tangible net worth covenant, a maximum ratio of unsecured indebtedness to unencumbered asset value, rent coverage ratios and a minimum ratio of unencumbered Net Operating Income (“NOI”) to unsecured interest expense. As of JuneSeptember 30, 2019, we believe that we were in compliance with all such financial covenants and reporting requirements. In addition, certain of our loan agreements include events of default provisions that we believe are customary for these types of facilities, including restricting us from making dividend distributions to our stockholders in the event we are in default thereunder, except to the extent necessary for us to maintain our REIT status.
9. Derivative Financial Instruments and Hedging Activities
Risk Management Objective of Using Derivative Financial Instruments
We may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions. We do not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we and our affiliates may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations. We record counterparty credit risk valuation adjustments on interest rate swap derivative assets in order to properly reflect the credit quality of the counterparty. In addition, the fair value of derivative financial instruments designated as cash flow hedges are adjusted to reflect the impact of our credit quality.

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Cash Flow Hedges of Interest Rate Risk
Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and treasury locks as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for us making fixed rate payments over the life of the agreements without exchange of the underlying notional amount. A treasury lock is a synthetic forward sale of a U.S. treasury note, which is settled in cash based upon the difference between an agreed upon treasury rate and the prevailing treasury rate at settlement. Such treasury locks are entered into to effectively fix the treasury component of an upcoming debt issuance. As
Amounts reported in accumulated other comprehensive income in the accompanying condensed consolidated balance sheets related to derivatives will be reclassified to interest expense as interest payments are made on our variable rate debt. During the next twelve months, we estimate that an additional $1.2 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 July 17, 2019, the two remaining cash flow hedges, noted below, have matured.operations.
As of JuneSeptember 30, 2019, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):
Cash Flow Hedges June 30, 2019
Interest Rate Swaps September 30, 2019
Number of instruments 2
 7
Notional amount $155,000
 $500,000
The table below presents the fair value of our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated balance sheets as of JuneSeptember 30, 2019 and December 31, 2018, respectively (in thousands).:
  Asset Derivatives
     Fair Value at:
Derivatives Designated as Hedging Instruments: 
Balance Sheet
Location
 June 30, 2019 December 31, 2018
Interest rate swaps Receivables and other assets $84
 $1,111

  Asset Derivatives Liability Derivatives
  
   Fair Value at:   Fair Value at:
Derivatives Designated as Hedging Instruments: 
Balance Sheet
Location
 September 30, 2019 December 31, 2018 
Balance Sheet
Location
 September 30, 2019 December 31, 2018
Interest rate swaps Receivables and other assets $1,293
 $1,111
 Derivative financial instruments $1,152
 $—
The table below presents the gain or loss recognized on our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated statements of operations for the three and sixnine months ended JuneSeptember 30, 2019 and 2018, respectively (in thousands).:
 Gain (Loss) Recognized in OCI on Derivative Gain (Loss) Reclassified from Accumulated OCI into Income Gain (Loss) Recognized in OCI on Derivative Gain (Loss) Reclassified from Accumulated OCI into Income
 Three Months Ended June 30, Three Months Ended June 30, Three Months Ended September 30, Three Months Ended September 30,
Derivatives Cash Flow Hedging Relationships: 2019 2018 Statement of Operations Location 2019 2018 2019 2018 Statement of Operations Location 2019 2018
Interest rate swaps $(30) $371
 Interest expense $351
 $157
 $2,559
 $96
 Interest expense $269
 $223

 Gain (Loss) Recognized in OCI on Derivative Gain (Loss) Reclassified from Accumulated OCI into Income Gain (Loss) Recognized in OCI on Derivative Gain (Loss) Reclassified from Accumulated OCI into Income
 Six Months Ended June 30, Six Months Ended June 30, Nine Months Ended September 30, Nine Months Ended September 30,
Derivatives Cash Flow Hedging Relationships: 2019 2018 Statement of Operations Location 2019 2018 2019 2018 Statement of Operations Location 2019 2018
Interest rate swaps $(51) $1,341
 Interest expense $720
 $227
 $2,508
 $1,437
 Interest expense $989
 $450







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Tabular Disclosure of Offsetting Derivatives
The table below sets forth the net effects of offsetting and net presentation of our derivatives as of JuneSeptember 30, 2019 and December 31, 2018, respectively (in thousands). The net amounts of derivative assets can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets are presented in the accompanying condensed consolidated balance sheets.
 Offsetting of Derivative Assets Offsetting of Derivative Assets
 Gross Amounts of Recognized Assets Gross Amounts in the Balance Sheets Net Amounts of Assets Presented in the Balance Sheets Financial Instruments Cash Collateral Received Net Amount Gross Amounts of Recognized Assets Gross Amounts Offset in the Balance Sheets Net Amounts of Assets Presented in the Balance Sheets Financial Instruments Cash Collateral Received Net Amount
June 30, 2019 $84
 $—
 $84
 $—
 $—
 $84
September 30, 2019 $571
 $722
 $1,293
 $—
 $—
 $1,293
December 31, 2018 1,111
 —
 1,111
 —
 —
 1,111
 1,111
 —
 1,111
 —
 —
 1,111

  Offsetting of Derivative Liabilities
  Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Balance Sheets Net Amounts of Liabilities Presented in the Balance Sheets Financial Instruments Cash Collateral Received Net Amount
September 30, 2019 $430
 $722
 $1,152
 $—
 $—
 $1,152
December 31, 2018 —
 —
 —
 —
 —
 —

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Credit Risk Related Contingent Features
We have agreements with each of our derivative counterparties that contain a provision that if we default on any of our indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations.
We also have agreements with each of our derivative counterparties that incorporate provisions from our indebtedness with a lender affiliate of the derivative counterparty requiring it to maintain certain minimum financial covenant ratios on our indebtedness. Failure to comply with the covenant provisions would result in us being in default on any derivative instrument obligations covered by these agreements.
As of JuneSeptember 30, 2019, there is nothe fair value of derivatives in a net liability position.position, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was $0.4 million. As of JuneSeptember 30, 2019, we have not posted any collateral related to these agreements and we were not in breach of any of the provisions of these agreements. As such, there is no termination value as of June 30, 2019. If we had breached any of the provisions of these agreements, we could have been required to settle our obligations under these agreements.agreements at an aggregate termination value of $0.4 million at September 30, 2019.
10. Commitments and Contingencies
Litigation
We engage in litigation from time to time with various parties as a routine part of our business, including tenant defaults. However, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows. 
Environmental Matters
We follow the policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our condensed consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability at our properties that we believe would require additional disclosure or the recording of a loss contingency.
Other
Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In our opinion, these matters are not expected to have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows.
11. Redeemable Noncontrolling Interests
As discussed in Note 2 - Summary of Significant Accounting Policies, redeemable noncontrolling interests on the accompanying condensed consolidated balance sheets represent the noncontrolling interest in a joint venture in which we own

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the majority interest. The noncontrolling interest holders in the joint venture have the option to redeem their noncontrolling interest through the exercise of put options that were issued at the initial formation of the joint venture. The last exercisable put option lapsed on June 30, 2019. The redemption price was based on the fair value of their interest at the time of option exercise. During the three months ended JuneAs of September 30, 2019, all redeemable noncontrolling interests have either converted their interest to OP Units or received cash proceeds.
The following is a summary of the activity of our redeemable noncontrolling interests as of JuneSeptember 30, 2019 and December 31, 2018, respectively (in thousands):
June 30, 2019 December 31, 2018September 30, 2019 December 31, 2018
Beginning balance$6,544
 $6,737
$6,544
 $6,737
Net income attributable to noncontrolling interests66
 89
66
 89
Distributions(141) (282)(141) (282)
Fair value adjustment(425) —
(425) —
Redemptions(3,441) —
(3,441) —
Issuance of OP Units(2,603) —
(2,603) —
Ending balance$—
 $6,544
$—
 $6,544


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12. Stockholders’ Equity and Partners’ Capital
HTALP’s operating partnership agreement provides that it will distribute cash flow from operations and net sale proceeds to its partners in accordance with their overall ownership interests at such times and in such amounts as the general partner determines. Dividend distributions are made such that a holder of one1 OP Unit in HTALP will receive distributions from HTALP in an amount equal to the dividend distributions paid to the holder of one share of our common stock. In addition, for each share of common stock issued or redeemed by HTA, HTALP issues or redeems a corresponding number of OP Units.
Common Stock Offerings
In December 2018, we entered into new equity distribution agreements with various sales agents with respect to our at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $500.0 million. In September 2019, we settled a forward sale arrangement pursuant to a forward equity agreement that was entered into in June 2019, which included the sale of approximately 1.8 million shares of our common stock for net proceeds of approximately $51.8 million, adjusted for costs to borrow equating to a net price to us of $28.13 per share of common stock. As of September 30, 2019, $448.2 million remained available for issuance by us under the ATM.
In October 2019, we entered into a forward sale arrangement pursuant to a forward equity agreement, with anticipated net proceeds of $52.1$172.7 million with a maturity date of JuneOctober 2020, subject to adjustments as provided in the forward equity agreement. As of June 30, 2019, $500.0 million remained available for issuance (excluding the forward sale arrangement) by us under the new ATM. Refer to Note 14 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreement executed in June 2019.agreements.
Stock Repurchase Plan
During the sixnine months ended JuneSeptember 30, 2019, we repurchased 345,786 shares of our common stock, at an average price of $24.65 per share, for an aggregate amount of approximately $8.5 million, pursuant to our stock repurchase plan. As of JuneSeptember 30, 2019, the remaining amount of common stock available for repurchase under our stock repurchase plan was approximately $224.3 million.
Common Stock Dividends
See our accompanying condensed consolidated statements of equity and condensed statements of changes in partners’ capital for the dividends declared during the three and sixnine months ended JuneSeptember 30, 2019 and 2018. On July 23,October 28, 2019, our Board of Directors announced an increaseda quarterly cash dividend of $0.315 per share of common stock and per OP Unit to be paid on October 10, 2019January 9, 2020 to stockholders of record of our common stock and holders of our OP Units on October 3, 2019.January 2, 2020.
Incentive Plan
Our Incentive Plan permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors. This Plan authorizes us to grant awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; other stock-based awards, including units in HTALP; and cash-based awards. Subject to adjustment as provided in the Plan, the aggregate number of awards reserved and available for issuance under the Plan is 5,000,000 shares. As of JuneSeptember 30, 2019, there were 1,096,0021,065,132 awards available for grant under the Plan.
Restricted Common Stock
For the three and sixnine months ended JuneSeptember 30, 2019, we recognized compensation expense of $2.3 million and $7.8 million, respectively. For the three and nine months ended September 30, 2018, we recognized compensation expense of $2.1 million and $5.5 million, respectively. For the three and six months ended June 30, 2018, we recognized compensation expense of $2.2 million and $5.7$7.8 million, respectively. Substantially all compensation expense was recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.
As of JuneSeptember 30, 2019, we had $8.6$7.3 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.51.4 years.
The following is a summary of our restricted common stock activity as of JuneSeptember 30, 2019 and 2018, respectively:
June 30, 2019 June 30, 2018September 30, 2019 September 30, 2018
Restricted Common Stock 
Weighted
Average Grant
Date Fair Value
 Restricted Common Stock 
Weighted
Average Grant
Date Fair Value
Restricted Common Stock 
Weighted
Average Grant
Date Fair Value
 Restricted Common Stock 
Weighted
Average Grant
Date Fair Value
Beginning balance624,349
 $29.35
 589,606
 $29.38
624,349
 $29.35
 589,606
 $29.38
Granted295,422
 25.87
 323,354
 28.86
333,820
 26.06
 360,700
 28.70
Vested(305,647) 28.49
 (219,418) 28.97
(338,540) 28.53
 (255,946) 28.68
Forfeited(6,423) 28.87
 (28,611) 29.59
(13,951) 28.22
 (38,882) 28.97
Ending balance607,701
 $28.10
 664,931
 $29.25
605,678
 $28.05
 655,478
 $29.30


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13. Fair Value of Financial Instruments
Financial Instruments Reported at Fair Value - Recurring
The table below presents the carrying amounts and fair values of our financial instruments on a recurring basis as of JuneSeptember 30, 2019 and December 31, 2018 (in thousands):
 June 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018
 Carrying Amount Fair Value Carrying Amount Fair Value Carrying Amount Fair Value Carrying Amount Fair Value
Level 2 - Assets:                
Derivative financial instruments $84
 $84
 $1,111
 $1,111
 $1,293
 $1,293
 $1,111
 $1,111
Level 2 - Liabilities:                
Derivative financial instruments $1,152
 $1,152
 $—
 $—
Debt $2,567,008
 $2,623,553
 $2,541,232
 $2,508,599
 2,665,691
 2,734,978
 2,541,232
 2,508,599

The carrying amounts of cash and cash equivalents, tenant and other receivables, restricted cash, accounts payable, and accrued liabilities approximate fair value. There have been no transfers of assets or liabilities between levels. We will record any such transfers at the end of the reporting period in which a change of event occurs that results in a transfer. Although we have determined that the majority of the inputs used to value our cash flow hedges fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our cash flow hedge positions and have determined that the credit valuation adjustments are not significant to their overall valuation. As a result, we have determined that our cash flow hedge valuations in their entirety are classified in Level 2 of the fair value hierarchy. For further discussion of the assumptions considered, refer to Note 2 - Summary of Significant Accounting Policies.
Financial Instruments Reported at Fair Value - Non-Recurring
We also have assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. This generally includes assets subject to impairment.
14. Per Share Data of HTA
In JuneSeptember 2019, we entered intosettled a forward sale arrangement pursuant to a forward equity agreement that was entered into in June 2019, to sell approximately 1.8 million shares of common stock through our ATM at a price of $28.31$28.13 per share, for anticipated net proceeds of approximately $52.1 million with a maturity date of June 2020, subject to adjustments as provided in the forward equity agreement.$51.8 million. To account for the forward equity agreement, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward equity agreement was not a liability as it did not embody obligations to repurchase our shares of common stock nor did it embody obligations to issue a variable number of shares for which the monetary value was predominately fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares. We also evaluated whether the agreement met the derivatives and hedging guidance scope exception to be accounted for as an equity instrument and concluded that the agreement can be classified as an equity contract based on the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreement from being indexed to our own common stock.
In addition, we considered the potential dilution resulting from the forward equity agreement mentioned above on our earnings per common share calculations. We use the treasury method to determine the dilution resulting from the forward equity agreement during the period of time prior to settlement. The number of weighted-average shares outstanding - diluted used in the computation of earnings per common share for the three and six months ended June 30, 2019, includes the effect from the assumed issuance of 1.8 million shares of common stock pursuant to the settlement of the forward equity agreement at the contractual price, less the assumed repurchase of common shares at the average market price using the anticipated proceeds of approximately $52.1 million, adjusted as provided for in the forward equity agreement. The impact to our weighted-average shares - diluted was not material as theseanti-dilutive in nature and thus approximately 24,000 and 9,000, respectively, were computed as less than a thousand weighted-average incremental sharesexcluded from the calculation for the three and sixnine months ended JuneSeptember 30, 2019.
In October 2019, we entered into a forward sale arrangement pursuant to a forward equity agreement to sell approximately 6.0 million shares of common stock through our ATM at a price of $28.64 per share, for anticipated net proceeds of approximately $172.7 million with a maturity date of October 2020, subject to adjustments as provided in the forward equity agreement. We anticipate using these net proceeds to fund purchases of additional MOBs and for general corporate purposes.
We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method. The resulting classes are our common stock and restricted stock. Our forward equity agreement is not considered a participating security and, therefore, is not included in the computation of earnings per share using the two-class method. For the three and sixnine months ended JuneSeptember 30, 2019 and 2018, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.

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The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three and sixnine months ended JuneSeptember 30, 2019 and 2018, respectively (in thousands, except per share data):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 20182019 2018 2019 2018
Numerator:              
Net income$16,598
 $15,657
 $30,299
 $25,673
Net (loss) income$(8,577) $176,348
 $21,722
 $202,021
Net income attributable to noncontrolling interests(339) (311) (600) (525)114
 (3,362) (486) (3,887)
Net income attributable to common stockholders$16,259
 $15,346
 $29,699
 $25,148
$(8,463) $172,986
 $21,236
 $198,134
Denominator:              
Weighted average shares outstanding - basic205,108
 205,241
 205,094
 205,155
205,277
 207,513
 205,156
 205,950
Dilutive shares - partnership units convertible into common stock3,897
 4,018
 3,908
 4,063
Dilutive shares - OP Units convertible into common stock—
 3,931
 3,870
 4,018
Adjusted weighted average shares outstanding - diluted209,005
 209,259
 209,002
 209,218
205,277
 211,444
 209,026
 209,968
Earnings per common share - basic              
Net income attributable to common stockholders$0.08
 $0.07
 $0.14
 $0.12
Net (loss) income attributable to common stockholders$(0.04) $0.83
 $0.10
 $0.96
Earnings per common share - diluted              
Net income attributable to common stockholders$0.08
 $0.07
 $0.14
 $0.12
Net (loss) income attributable to common stockholders$(0.04) $0.82
 $0.10
 $0.94

15. Per Unit Data of HTALP
In September 2019, we settled a forward sale arrangement pursuant to a forward equity agreement, that was entered into in June 2019, to sell 1.8 million shares of common stock through our ATM. In October 2019, we entered into a forward sale arrangement pursuant to a forward equity agreement to sell 1.86.0 million shares of common stock through our ATM. Refer to Note 14 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreementagreements executed in June 2019 and October 2019.
The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the three and sixnine months ended JuneSeptember 30, 2019, and 2018, respectively (in thousands, except per unit data):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 20182019 2018 2019 2018
Numerator:              
Net income$16,598
 $15,657
 $30,299
 $25,673
Net (loss) income$(8,577) $176,348
 $21,722
 $202,021
Net income attributable to noncontrolling interests(38) (14) (66) (47)—
 (18) (66) (65)
Net income attributable to common unitholders$16,560
 $15,643
 $30,233
 $25,626
Net (loss) income attributable to common unitholders$(8,577) $176,330
 $21,656
 $201,956
Denominator:
              
Weighted average units outstanding - basic209,005
 209,259
 209,002
 209,218
Dilutive units - partnership units convertible into common units—
 —
 —
 —
Weighted average OP Units outstanding - basic209,164
 211,444
 209,056
 209,968
Dilutive units - OP Units convertible into common units—
 —
 —
 —
Adjusted weighted average units outstanding - diluted209,005
 209,259
 209,002
 209,218
209,164
 211,444
 209,056
 209,968
Earnings per common unit - basic:              
Net income attributable to common unitholders$0.08
 $0.07
 $0.14
 $0.12
Net (loss) income attributable to common unitholders$(0.04) $0.83
 $0.10
 $0.96
Earnings per common unit - diluted:              
Net income attributable to common unitholders$0.08
 $0.07
 $0.14
 $0.12
Net (loss) income attributable to common unitholders$(0.04) $0.83
 $0.10
 $0.96


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16. Supplemental Cash Flow Information
The following is the supplemental cash flow information for the sixnine months ended JuneSeptember 30, 2019 and 2018, respectively (in thousands):
Six Months Ended June 30,Nine Months Ended September 30,
2019 20182019 2018
Supplemental Disclosure of Cash Flow Information:      
Interest paid$46,196
 $52,260
$84,155
 $87,303
Income taxes paid1,536
 1,534
1,846
 1,656
Cash paid for operating leases6,487
 —
9,277
 —
      
Supplemental Disclosure of Noncash Investing and Financing Activities:      
Accrued capital expenditures$5,216
 $454
$3,922
 $243
Dividend distributions declared, but not paid68,254
 64,571
66,397
 65,544
Issuance of OP Units in HTALP2,603
 —
2,603
 —
Issuance of OP Units in HTALP in connection with an acquisition2,000
 —
Redemption of noncontrolling interest1,312
 4,907
7,263
 5,195
Redemption of redeemable noncontrolling interest3,441
 —
3,441
 —
ROU assets obtained in exchange for lease obligations200,879
 —
200,879
 —


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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The use of the words “we,” “us”“us,” or “our” refers to HTA and HTALP, collectively.
The following discussion should be read in conjunction with our condensed consolidated financial statements and notes appearing elsewhere in this Quarterly Report, as well as with the audited consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2018 Annual Report on Form 10-K.
The information set forth below is intended to provide readers with an understanding of our financial condition, changes in financial condition and results of operations.
Forward-Looking Statements;
Executive Summary;
Company Highlights;
Critical Accounting Policies;
Recently Issued or Adopted Accounting Pronouncements;
Factors Which May Influence Results of Operations;
Results of Operations;
Non-GAAP Financial Measures;
Liquidity and Capital Resources;
Commitments and Contingencies;
Debt Service Requirements;
Off-Balance Sheet Arrangements; and
Inflation.
Forward-Looking Statements
Certain statements contained in this Quarterly Report constitute forward-looking statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”)). Such statements include, in particular, statements about our plans, strategies, prospects and estimates regarding future MOB market performance. Additionally, such statements are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially and in adverse ways from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Forward-looking statements are generally identifiable by the use of such terms as “expect,” “project,” “may,” “should,” “could,” “would,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “opinion,” “predict,” “potential,” “pro forma” or the negative of such terms and other comparable terminology. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Quarterly Report is filed with the SEC. We cannot guarantee the accuracy of any such forward-looking statements contained in this Quarterly Report, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Any such forward-looking statements reflect our current views about future events, are subject to unknown risks, uncertainties, and other factors, and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide dividends to stockholders and maintain the value of our real estate properties, may be significantly hindered. Factors that might impair our ability to meet such forward-looking statements include, without limitation, those discussed in Part I, Item 1A - Risk Factors in our 2018 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 expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties that could cause actual events or results to differ materially from those projected. Due to these inherent uncertainties, our stockholders are urged not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date made. In addition, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to projections over time, except as required by law.
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
We are the largest publicly-traded REIT focused on MOBs in the U.S. as measured by the GLAGross Leasable Area ("GLA") of our MOBs. We conduct substantially all of our operations through HTALP. We invest in MOBs that we believe will serve the future of healthcare delivery and MOBs that are primarily located on health system campuses, near university medical centers, or in core community outpatient locations. We also focus on our key markets that have certain demographic and macro-economic trends and where we can utilize our institutional full-service operating platform to generate strong tenant and health system relationships and operating cost efficiencies. Our primary objective is to maximize stockholder value with disciplined growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing, building services and property management oversight; (ii) target accretive acquisitions and developments of MOBs in markets with attractive demographics that complement our existing portfolio; and (iii) actively manage our balance sheet to maintain flexibility with conservative leverage.  Additionally, from time to time we consider, on an opportunistic basis, significant portfolio acquisitions that we believe fit our core business and could enhance our existing portfolio.
Since 2006, we have invested $6.9$7.0 billion primarily in MOBs, development projects, land and other healthcare real estate assets consisting of approximately 23.323.7 million square feet of GLA throughout the U.S. Approximately 68%67% of our portfolio was located on the campuses of, or adjacent to, nationally and regionally recognized healthcare systems. Our portfolio is diversified geographically across 3233 states, with no state having more than 20% of our total GLA as of JuneSeptember 30, 2019. 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. As of JuneSeptember 30, 2019, we had approximately 1 million square feet of GLA in nine of our top 20 markets and approximately 93% of our portfolio, based on GLA, is located in the top 75 MSAs,Metropolitan Statistical Area ("MSAs"), with Dallas, Houston, Boston, Tampa and Atlanta being our largest markets by investment.
Company Highlights
Portfolio Operating Performance
For the three months ended JuneSeptember 30, 2019, total revenue was $171.8$175.0 million, compared to $173.3$175.1 million for the three months ended JuneSeptember 30, 2018. For the sixnine months ended JuneSeptember 30, 2019, total revenue was $340.7$515.7 million, compared to $349.0$524.1 million for the sixnine months ended JuneSeptember 30, 2018.
For the three months ended JuneSeptember 30, 2019, net (loss) income was $16.6$(8.6) million, compared to $15.7$176.3 million, for the three months ended JuneSeptember 30, 2018. For the sixnine months ended JuneSeptember 30, 2019, net income was $30.3$21.7 million, compared to $25.7$202.0 million, for the sixnine months ended JuneSeptember 30, 2018.
For the three months ended JuneSeptember 30, 2019, net (loss) income attributable to common stockholders was $(0.04) per diluted share, or $(8.5) million, compared to $0.82 per diluted share, or $173.0 million for the three months ended September 30, 2018. For the nine months ended September 30, 2019, net income attributable to common stockholders was $0.08$0.10 per diluted share, or $16.3$21.2 million, compared to $0.07$0.94 per diluted share, or $15.3$198.1 million for the threenine months ended June 30, 2018. For the six months ended June 30, 2019, net income attributable to common stockholders was $0.14 per diluted share, or $29.7 million, compared to $0.12 per diluted share, or $25.1 million for the six months ended JuneSeptember 30, 2018.
For the three months ended JuneSeptember 30, 2019, HTA’s FFO, as defined by NAREIT, was $84.6$65.0 million, or $0.40$0.31 per diluted share, compared to $0.40$0.38 per diluted share, or $84.4$81.4 million, for the three months ended JuneSeptember 30, 2018. For the sixnine months ended JuneSeptember 30, 2019 HTA’s FFO, was $167.4$232.5 million, or $0.80$1.11 per diluted share, compared to $0.81$1.19 per diluted share, or $169.0$250.4 million, for the sixnine months ended JuneSeptember 30, 2018. Due to the adoption of Topic 842, initial direct costs are now reported in general and administrative expenses on the accompanying condensed consolidated statements of operations. For the three and sixnine months ended JuneSeptember 30, 2018, we capitalized approximately $0.9$1.5 million and $2.2$3.7 million, respectively, of initial direct costs.

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For the three months ended JuneSeptember 30, 2019, HTALP’s FFO was $84.9$64.9 million, or $0.41$0.31 per diluted OP Unit, compared to $0.40 per diluted OP unit, or $84.7 million, for the three months ended JuneSeptember 30, 2018. For the sixnine months ended JuneSeptember 30, 2019, HTALP’s FFO was $168.0$232.9 million, or $0.80$1.11 per diluted OP Unit, compared to $0.81$1.21 per diluted OP Unit, or $169.5$254.2 million, for the sixnine months ended JuneSeptember 30, 2018.
For the three months ended JuneSeptember 30, 2019, HTA’s and HTALP’s Normalized FFO was $0.41$0.42 per diluted share and OP Unit, or $85.2$87.1 million. For the sixnine months ended JuneSeptember 30, 2019, HTA’s and HTALP’s Normalized FFO was $0.81$1.22 per diluted share and OP Unit, or $168.3$255.4 million.
For additional information on FFO and Normalized FFO, see “FFO and Normalized FFO” below, which includes a reconciliation to net income attributable to common stockholders/unitholders and an explanation of why we present this non-GAAP financial measure.
For the three months ended JuneSeptember 30, 2019, NOI was $118.8$121.2 million, compared to $119.8$119.3 million for the three months ended JuneSeptember 30, 2018. For the sixnine months ended JuneSeptember 30, 2019, NOI was $236.3$357.5 million, compared to $239.4$358.8 million for the sixnine months ended JuneSeptember 30, 2018.
For the three months ended JuneSeptember 30, 2019, Same-Property Cash NOI increased 2.9%2.5%, or $3.2$2.8 million, to $112.5$113.2 million, compared to $109.3$110.5 million for the three months ended JuneSeptember 30, 2018. For the sixnine months ended JuneSeptember 30, 2019, Same-Property Cash NOI increased 2.9%2.7%, or $6.3$9.0 million, to $223.8$336.1 million, compared to $217.6$327.1 million for the sixnine months ended JuneSeptember 30, 2018.
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.
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. This has enabled us to create a high quality portfolio focused on MOBs serving the future of healthcare with scale and significance in 20 to 25 key markets.
Our investment strategy includes alignment with key healthcare systems, hospitals, and leading academic medical universities. We are the largest owner of on-campus or adjacent MOBs in the country, with approximately 15.715.8 million square feet of GLA, or 68%67%, of our portfolio located in these locations. The remaining 32%33% of our portfolio is located in core community outpatient locations where healthcare is increasingly being delivered.
Over the past decade, our investments have been focused in our 20 to 25 key markets which we believe will outperform the broader U.S. markets from an economic and demographic perspective. As of JuneSeptember 30, 2019, approximately 93% of our portfolio’s GLA is located in the top 75 MSAs. Our key markets represent top MSAs with strong growth metrics in jobs, household income and population, as well as low unemployment and mature healthcare infrastructures. Many of our key markets are also supported by strong university systems.
Our key market focus has enabled us to establish scale across 20 to 25 key markets and effectively utilize our asset management and leasing platform to deliver consistent same store growth and additional yield on investments, and also cost effective service to tenants. As of JuneSeptember 30, 2019, we had approximately 1 million square feet of GLA in nine of our top 20 markets and approximately 0.5 million square feet of GLA in 15 of our top 20 markets.
During the sixnine months ended JuneSeptember 30, 2019, we invested $89.5$217.2 million to acquire fiveten MOBs allprimarily located in our existing key markets totaling approximately 229,000522,000 square feet of GLA. In addition, we invested approximately $3.4$11.2 million in a parcel of land and to consolidate our ownership interests in several other MOBs totaling approximately 34,000 square feet of GLA.MOBs.
Internal Growth through Proactive In-House Property Management and Leasing
We believe we have the largest full-service operating platform in the medical office sector that consists of our in-house asset management and leasing platform which allows us to better manage and service our existing portfolio. In each of these markets, we have established a strong in-house asset management and leasing platform that has allowed us to develop valuable relationships with health systems, physician practices, universities, and regional development firms that have led to investment and leasing opportunities. Our full-service operating platform has also enabled us to focus on generating cost efficiencies as we gain scale across individual markets and regions.
As of JuneSeptember 30, 2019, our in-house asset management and leasing platform operated approximately 21.822.1 million square feet of GLA, or 93% of our total portfolio.
As of JuneSeptember 30, 2019, our leased rate (which includes leases which have been executed, but which have not yet commenced) was 91.6%90.6% by GLA and our occupancy rate was 90.6%89.7% by GLA.

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We entered into new and renewal leases on approximately 0.80.7 million and 1.92.6 million square feet of GLA, or approximately 3.4%2.9% and 8.1%11.0%, respectively, of the GLA of our total portfolio, during the three and sixnine months ended JuneSeptember 30, 2019.
During the three and sixnine months ended JuneSeptember 30, 2019, tenant retention for the Same-Property portfolio was 83%86% and 85%, respectively, which included approximately 0.60.8 million and 1.72.4 million square feet of GLA of expiring leases, 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.
Financial Strategy and Balance Sheet Flexibility
As of JuneSeptember 30, 2019, we had total leverage, measured by debt less cash and cash equivalents to total capitalization, of 30.7%30.0%. Total liquidity was approximately $1.0 billion, including cash and cash equivalents of $23.2$12.7 million, a $52.1 million forward commitment, and approximately $0.9$1.0 billion available on our unsecured revolving credit facility as of JuneSeptember 30, 2019.
As of JuneSeptember 30, 2019, the weighted average remaining term of our debt portfolio was 4.66.6 years.
•
During the three months ended June 30, 2019, we entered into a forward sale arrangement in which it would issue approximately 1.8 million shares of common stock to receive anticipated net proceeds of approximately $52.1 million prior to June 2020, subject to adjustments as provided in the forward equity agreement.
During the sixthree months ended September 30, 2019, we settled a forward sale arrangement pursuant to a forward equity agreement that was entered into in June 2019, which included the sale of approximately 1.8 million shares of our common stock for net proceeds of approximately $51.8 million, adjusted for costs to borrow equating to a net price to us of $28.13 per share of common stock.
During the nine months ended September 30, 2019, we repurchased 345,786 shares of our common stock totaling approximately $8.5 million, at an average price of $24.65 per share, pursuant to our stock repurchase plan.
On July 23,October 28, 2019, our Board of Directors announced an increaseda quarterly cash dividend of $0.315 per share of common stock and per OP Unit to be paid on October 10, 2019January 9, 2020 to stockholders of record of our common stock and holders of our OP Units on October 3, 2019.January 2, 2020.
Critical Accounting Policies
The complete list of our critical accounting policies was disclosed in our 2018 Annual Report on Form 10-K. On January 1, 2019 we adopted Topic 842. For more detail on the implementation and policies of this adoption see Note 2 - Summary of Significant Accounting Policies and Note 7 - Leases in the accompanying condensed consolidated financial statements. For further information on other significant accounting policies that impact us, see Note 2 - Summary of Significant Accounting Policies in the accompanying condensed consolidated financial statements.
Recently Issued or Adopted Accounting Pronouncements
See Note 2 - Summary of Significant Accounting Policies in the 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 2018 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.
Investment Activity                                            
During the sixnine months ended JuneSeptember 30, 2019, we had investments with an aggregate gross purchase price of $94.1$229.9 million. During the sixnine months ended JuneSeptember 30, 2018, we had investments with an aggregate gross purchase price of $12.3$17.8 million. The amount of any future acquisitions or dispositions could have a significant impact on our results of operations in future periods.






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Results of Operations
Comparison of the Three and SixNine Months Ended JuneSeptember 30, 2019 and 2018
As of JuneSeptember 30, 2019 and 2018, we owned and operated approximately 23.323.7 million and 24.223.2 million square feet of GLA, respectively, with a leased rate of 91.6%90.6% and 91.9%92.1%, respectively (including leases which have been executed, but which have not yet commenced), and an occupancy rate of 90.6%89.7% and 90.9%, respectively. All explanations are applicable to both HTA and HTALP unless otherwise noted.
Comparison of the three months ended JuneSeptember 30, 2019 and 2018, respectively, is set forth below:below (in thousands):
Three Months Ended June 30,Three Months Ended September 30,
2019 2018 Change % Change2019 2018 Change % Change
Revenues:              
Rental income$171,609
 $173,221
 $(1,612) (0.9)%$174,844
 $175,038
 $(194) (0.1)%
Interest and other operating income148
 111
 37
 33.3
160
 97
 63
 64.9
Total revenues171,757
 173,332
 (1,575) (0.9)175,004
 175,135
 (131) (0.1)
Expenses:              
Rental52,938
 53,553
 (615) (1.1)53,807
 55,789
 (1,982) (3.6)
General and administrative10,079
 8,725
 1,354
 15.5
9,788
 8,770
 1,018
 11.6
Transaction296
 396
 (100) (25.3)522
 346
 176
 50.9
Depreciation and amortization68,429
 69,104
 (675) (1.0)73,820
 70,568
 3,252
 4.6
Impairment—
 4,281
 (4,281) NM
Interest expense24,006
 26,305
 (2,299) (8.7)24,625
 24,834
 (209) (0.8)
Total expenses155,748
 158,083
 (2,335) (1.5)162,562
 164,588
 (2,026) (1.2)
(Loss) gain on sale of real estate, net—
 166,372
 (166,372) NM
Loss on extinguishment of debt, net(21,646) (1,092) (20,554) NM
Income from unconsolidated joint venture548
 403
 145
 36.0
422
 432
 (10) (2.3)
Other income41
 5
 36
 NM
205
 89
 116
 NM
Net income$16,598
 $15,657
 $941
 6.0 %$(8,577) $176,348
 $(184,925) NM
              
NOI$118,819
 $119,779
 $(960) (0.8)%$121,197
 $119,346
 $1,851
 1.6 %
Same-Property Cash NOI$112,477
 $109,320
 $3,157
 2.9 %$113,206
 $110,455
 $2,751
 2.5 %
Comparison of the sixnine months ended JuneSeptember 30, 2019 and 2018, respectively, is set forth below:below (in thousands):
 Six Months Ended June 30,
 2019 2018 Change % Change
Revenues:       
Rental income$340,484
 $348,788
 $(8,304) (2.4)%
Interest and other operating income239
 205
 34
 16.6
Total revenues340,723
 348,993
 (8,270) (2.4)
Expenses:       
Rental104,406
 109,575
 (5,169) (4.7)
General and administrative21,369
 17,511
 3,858
 22.0
Transaction336
 587
 (251) (42.8)
Depreciation and amortization137,910
 139,496
 (1,586) (1.1)
Interest expense47,976
 52,558
 (4,582) (8.7)
Impairment—
 4,606
 (4,606) NM
Total expenses311,997
 324,333
 (12,336) (3.8)
Loss on sale of real estate, net(37) —
 (37) NM
Income from unconsolidated joint venture1,034
 973
 61
 6.3
Other income576
 40
 536
 NM
Net income$30,299
 $25,673
 $4,626
 18.0 %
        
NOI$236,317
 $239,418
 $(3,101) (1.3)%
Same-Property Cash NOI$223,806
 $217,554
 $6,252
 2.9 %

 Nine Months Ended September 30,
 2019 2018 Change % Change
Revenues:       
Rental income$515,328
 $523,826
 $(8,498) (1.6)%
Interest and other operating income399
 302
 97
 32.1
Total revenues515,727
 524,128
 (8,401) (1.6)
Expenses:       
Rental158,213
 165,364
 (7,151) (4.3)
General and administrative31,157
 26,281
 4,876
 18.6
Transaction858
 933
 (75) (8.0)
Depreciation and amortization211,730
 210,064
 1,666
 0.8
Interest expense72,601
 77,392
 (4,791) (6.2)
Impairment—
 8,887
 (8,887) NM
Total expenses474,559
 488,921
 (14,362) (2.9)
(Loss) gain on sale of real estate, net(37) 166,372
 (166,409) NM
Loss on extinguishment of debt, net(21,646) (1,092) (20,554) NM
Income from unconsolidated joint venture1,456
 1,405
 51
 3.6
Other income781
 129
 652
 NM
Net income$21,722
 $202,021
 $(180,299) (89.2)%
        
NOI$357,514
 $358,764
 $(1,250) (0.3)%
Same-Property Cash NOI$336,063
 $327,088
 $8,975
 2.7 %


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Rental Income
For the three and sixnine months ended JuneSeptember 30, 2019 and 2018, respectively, rental income was comprised of the following (in thousands):
Three Months Ended June 30,Three Months Ended September 30,
2019 2018 Change % Change2019 2018 Change % Change
Contractual rental income$164,037
 $166,281
 $(2,244) (1.3)%$166,338
 $168,169
 $(1,831) (1.1)%
Straight-line rent and amortization of above and (below) market leases4,112
 3,885
 227
 5.8
5,149
 4,252
 897
 21.1
Other rental revenue3,460
 3,055
 405
 13.3
3,357
 2,617
 740
 28.3
Total rental income$171,609
 $173,221
 $(1,612) (0.9)%$174,844
 $175,038
 $(194) (0.1)%
Six Months Ended June 30,Nine Months Ended September 30,
2019 2018 Change % Change2019 2018 Change % Change
Contractual rental income$324,794
 $334,814
 $(10,020) (3.0)%$491,132
 $502,984
 $(11,852) (2.4)%
Straight-line rent and amortization of above and (below) market leases8,886
 8,475
 411
 4.8
14,034
 12,727
 1,307
 10.3
Other rental revenue6,804
 5,499
 1,305
 23.7
10,162
 8,115
 2,047
 25.2
Total rental income$340,484
 $348,788
 $(8,304) (2.4)%$515,328
 $523,826
 $(8,498) (1.6)%
Contractual rental income, which includes expense reimbursements, decreased $(2.2)$(1.8) million and $(10.0)$(11.9) million for the three and sixnine months ended JuneSeptember 30, 2019, respectively, compared to the three and sixnine months ended JuneSeptember 30, 2018. The decreases were primarily due to $6.6$3.7 million and $13.3$17.0 million of reduced contractual rent as a result of buildings we sold during 2018 and 2019 and $3.4$3.5 million and $7.0$10.5 million of tenant paid property tax that we no longer record due to the adoption of Topic 842, for the three and sixnine months ended JuneSeptember 30, 2019, respectively, partially offset by additional contractual rental income of $1.8$3.3 million and $2.5$6.0 million from our 2018 and 2019 acquisitions, and contractual rent increases for the three and sixnine months ended JuneSeptember 30, 2019, respectively.
Average starting and expiring base rents for new and renewal leases consisted of the following for the three and sixnine months ended JuneSeptember 30, 2019 and 2018, respectively (in thousands, except in average base rents per square foot of GLA):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 20182019 2018 2019 2018
New and renewal leases:
              
Average starting base rents$26.94
 $23.23
 $21.50
 $23.26
$24.59
 $22.10
 $22.23
 $23.07
Average expiring base rents26.16
 22.87
 20.62
 22.85
23.94
 21.32
 21.51
 22.59
              
Square feet of GLA801
 1,009
 1,900
 1,672
696
 532
 2,596
 2,204
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 2019 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 sixnine months ended JuneSeptember 30, 2019 and 2018, respectively (in per square foot of GLA):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 20182019 2018 2019 2018
New leases:              
Tenant improvements$30.11
 $26.75
 $32.79
 $25.76
$22.91
 $17.93
 $29.95
 $22.91
Leasing commissions1.65
 2.03
 2.09
 1.77
1.78
 2.26
 2.01
 1.95
Tenant concessions3.73
 4.13
 4.27
 2.93
2.62
 0.02
 3.79
 1.85
Renewal leases:              
Tenant improvements$8.34
 $9.81
 $12.86
 $8.01
$7.29
 $6.51
 $11.14
 $7.73
Leasing commissions1.12
 1.67
 2.12
 1.44
1.72
 0.68
 2.01
 1.30
Tenant concessions0.63
 0.44
 0.38
 0.94
0.39
 0.02
 3.79
 0.76



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The average term for new and renewal leases executed consisted of the following for the three and sixnine months ended JuneSeptember 30, 2019 and 2018, respectively (in years):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 20182019 2018 2019 2018
New leases7.4 7.8 7.4 7.16.3 7.6 7.1 7.3
Renewal leases5.5 5.9 8.1 5.45.9 4.2 7.4 5.2
Rental Expenses
For the three months ended JuneSeptember 30, 2019 and 2018, rental expenses attributable to our properties were $52.9$53.8 million and $53.6$55.8 million, respectively. For the sixnine months ended JuneSeptember 30, 2019 and 2018, rental expenses attributable to our properties were $104.4$158.2 million and $109.6$165.4 million, respectively. The decreases in rental expenses were primarily due to $2.3$1.2 million and $4.5$5.7 million of reduced rental expenses as a result of buildings we sold during 2018 and 2019, $3.4$3.5 million and $7.0$10.5 million of tenant paid property tax that we no longer record due to the adoption of Topic 842, and improved operating efficiencies for the three and sixnine months ended JuneSeptember 30, 2019, respectively, partially offset by additional rental expenses associated with our 2018 and 2019 acquisitions for the three and sixnine months ended JuneSeptember 30, 2019.
General and Administrative Expenses
For the three months ended JuneSeptember 30, 2019 and 2018, general and administrative expenses were $10.1$9.8 million and $8.7$8.8 million, respectively. For the sixnine months ended JuneSeptember 30, 2019 and 2018, general and administrative expenses were $21.4$31.2 million and $17.5$26.3 million, respectively. The increases were primarily due to an increase in the overall head count due to the continued growth of the Company and stock based compensation expense. In addition, due to the adoption of Topic 842, initial direct costs are now reported in general and administrative expenses on the accompanying condensed consolidated statements of operations. For the three and sixnine months ended JuneSeptember 30, 2018, we capitalized approximately $0.9$1.5 million and $2.2$3.7 million, respectively, of initial direct costs.
Depreciation and Amortization Expense
For the three months ended JuneSeptember 30, 2019 and 2018, depreciation and amortization expense was $68.4$73.8 million and $69.1$70.6 million, respectively. For the sixnine months ended JuneSeptember 30, 2019 and 2018, depreciation and amortization expense was $137.9$211.7 million and $139.5$210.1 million, respectively. These decreasesincreases were associated with our 2018 and 2019 dispositions,acquisitions, partially offset by buildings we acquireddisposed during 2018 and 2019.
Impairment
During the sixnine months ended JuneSeptember 30, 2019, we recorded no impairment charges. During the sixnine months ended JuneSeptember 30, 2018,, we recorded impairment charges of $4.6$8.9 million related to two MOBs located in Texas and South Carolina.
Interest Expense
For the three months ended JuneSeptember 30, 2019 and 2018, interest expense was $24.0$24.6 million and $26.3$24.8 million, respectively. For the sixnine months ended JuneSeptember 30, 2019 and 2018, interest expense was $48.0$72.6 million and $52.6$77.4 million, respectively. The decreases in interest expense were primarily due to early payoffs of our fixed rate mortgages.
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.
Net Income
For the three months ended JuneSeptember 30, 2019 and 2018, net income was $16.6$(8.6) million and $15.7$176.3 million, respectively. For the sixnine months ended JuneSeptember 30, 2019 and 2018, net income was $30.3$21.7 million and $25.7$202.0 million, respectively. The increasesdecreases were primarily the result of asset dispositions that occurred in 2018 and a loss on extinguishment of debt that occurred in 2019 offset by continued growth in our operations and improved operating efficiencies.
NOI and Same-Property Cash NOI
For the three months ended JuneSeptember 30, 2019 and 2018, NOI was $118.8$121.2 million and $119.8$119.3 million, respectively. For the sixnine months ended JuneSeptember 30, 2019 and 2018, NOI was $236.3$357.5 million and $239.4$358.8 million, respectively. The decreasesincreases in NOI were primarily due to $4.3additional NOI from our 2018 and 2019 acquisitions of $2.7 million and $8.8$5.7 million for the three and nine months ended September 30, 2019, respectively, partially offset by $2.5 million and $11.3 million of reduced NOI as a result of the buildings we sold during 2018 and 2019 for the three and sixnine months ended JuneSeptember 30, 2019, respectively, and a reduction in straight-line rent from properties we owned more than a year, partially offset by additional NOI from our 2018 and 2019 acquisitions for the three and six months ended June 30, 2019.year.
Same-Property Cash NOI increased 2.9%2.5% to $112.5$113.2 million for the three months ended JuneSeptember 30, 2019 compared to the three months ended JuneSeptember 30, 2018. Same-Property Cash NOI increased 2.9%2.7% to $223.8$336.1 million for the sixnine months ended JuneSeptember 30, 2019 compared to the sixnine months ended JuneSeptember 30, 2018. The increases were primarily the result of rent escalations, an increase in average occupancy, and improved operating efficiencies.


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rent escalations, improved operating efficiencies, offset by a slight decrease in average occupancy.
Non-GAAP Financial Measures
FFO and Normalized FFO
We compute FFO in accordance with the current standards established by NAREIT. NAREIT defines FFO as net income or loss attributable to common stockholders/unitholders (computed in accordance with GAAP), excluding gains or losses from sales of real estate property and impairment write-downs of depreciable assets, plus depreciation and amortization related to investments in real estate, and after adjustments for unconsolidated partnerships and joint ventures. Because FFO excludes depreciation and amortization unique to real estate, among other items, it provides a perspective not immediately apparent from net income or loss attributable to common stockholders/unitholders.
We also compute Normalized FFO, which excludes from FFO: (i) transaction expenses; (ii) gain or loss on extinguishment of debt; (iii) noncontrolling income or loss from OP Units included in diluted shares (only applicable to the Company); and (iv) other normalizing items, which include items that are unusual and infrequent in nature. Our methodology for calculating Normalized FFO may be different from the methods utilized by other REITs and, accordingly, may not be comparable to other REITs.
We present FFO and Normalized FFO because we consider them important supplemental measures of our operating performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. Historical cost accounting assumes that the value of real estate assets diminishes ratably over time. Since real estate values have historically risen or fallen based on market conditions, many industry investors have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. FFO and Normalized FFO should not be considered as alternatives to net income or loss attributable to common stockholders/unitholders (computed in accordance with GAAP) as indicators of our financial performance, nor are they indicative of cash available to fund cash needs. FFO and Normalized FFO should be reviewed in connection with other GAAP measurements.
In addition, the amounts included in the calculation of FFO and Normalized FFO are generally the same for HTALP and HTA, except for net income or loss attributable to common stockholders/unitholders, 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.
The following is the reconciliation of HTA’s FFO and Normalized FFO to net income attributable to common stockholders for the three and sixnine months ended JuneSeptember 30, 2019 and 2018, respectively (in thousands, except per share data):
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
Net income attributable to common stockholders$16,259
 $15,346
 $29,699
 $25,148
Depreciation and amortization expense related to investments in real estate67,846
 68,585
 136,772
 138,441
Loss on sale of real estate, net—
 —
 37
 —
Impairment—
 —
 —
 4,606
Proportionate share of joint venture depreciation and amortization450
 463
 922
 814
FFO attributable to common stockholders$84,555
 $84,394
 $167,430
 $169,009
Transaction expenses296
 252
 336
 443
Noncontrolling income from OP units included in diluted shares301
 297
 534
 478
Other normalizing items, net—
 144
 —
 144
Normalized FFO attributable to common stockholders$85,152
 $85,087
 $168,300
 $170,074
        
Net income attributable to common stockholders per diluted share$0.08
 $0.07
 $0.14
 $0.12
FFO adjustments per diluted share, net0.32
 0.33
 0.66
 0.69
FFO attributable to common stockholders per diluted share$0.40
 $0.40
 $0.80
 $0.81
Normalized FFO adjustments per diluted share, net0.01
 0.01
 0.01
 0.00
Normalized FFO attributable to common stockholders per diluted share$0.41
 $0.41
 $0.81
 $0.81
        
Weighted average diluted common shares outstanding209,005
 209,259
 209,002
 209,218

 Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 2019 2018
Net (loss) income attributable to common stockholders$(8,463) $172,986
 $21,236
 $198,134
Depreciation and amortization expense related to investments in real estate73,042
 70,004
 209,814
 208,445
(Gain) loss on sale of real estate, net—
 (166,372) 37
 (166,372)
Impairment—
 4,281
 —
 8,887
Proportionate share of joint venture depreciation and amortization468
 463
 1,390
 1,277
FFO attributable to common stockholders$65,047
 $81,362
 $232,477
 $250,371
Transaction expenses522
 346
 858
 789
Loss on extinguishment of debt, net21,646
 1,092
 21,646
 1,092
Noncontrolling income from OP Units included in diluted shares(114) 3,344
 420
 3,822
Other normalizing items, net—
 —
 —
 144
Normalized FFO attributable to common stockholders$87,101
 $86,144
 $255,401
 $256,218
        
Net (loss) income attributable to common stockholders per diluted share$(0.04) $0.82
 $0.10
 $0.94
FFO adjustments per diluted share, net0.35
 (0.44) 1.01
 0.25
FFO attributable to common stockholders per diluted share$0.31
 $0.38
 $1.11
 $1.19
Normalized FFO adjustments per diluted share, net0.11
 0.03
 0.11
 0.03
Normalized FFO attributable to common stockholders per diluted share$0.42
 $0.41
 $1.22
 $1.22
        
Weighted average diluted common shares outstanding209,072
 211,444
 209,026
 209,968


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The following is the reconciliation of HTALP’s FFO and Normalized FFO to net income attributable to common unitholders for the three and sixnine months ended JuneSeptember 30, 2019 and 2018, respectively (in thousands, except per unit data):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 20182019 2018 2019 2018
Net income attributable to common unitholders$16,560
 $15,643
 $30,233
 $25,626
Net (loss) income attributable to common unitholders$(8,577) $176,330
 $21,656
 $201,956
Depreciation and amortization expense related to investments in real estate67,846
 68,585
 136,772
 138,441
73,042
 70,004
 209,814
 208,445
Loss on sale of real estate, net—
 —
 37
 —
(Gain) loss on sale of real estate, net—
 (166,372) 37
 (166,372)
Impairment—
 —
 —
 4,606
—
 4,281
 —
 8,887
Proportionate share of joint venture depreciation and amortization450
 463
 922
 814
468
 463
 1,390
 1,277
FFO attributable to common unitholders$84,856
 $84,691
 $167,964
 $169,487
$64,933
 $84,706
 $232,897
 $254,193
Transaction expenses296
 252
 336
 443
522
 346
 858
 789
Loss on extinguishment of debt, net21,646
 1,092
 21,646
 1,092
Other normalizing items, net—
 144
 —
 144
—
 —
 —
 144
Normalized FFO attributable to common unitholders$85,152
 $85,087
 $168,300
 $170,074
$87,101
 $86,144
 $255,401
 $256,218
              
Net income attributable to common unitholders per diluted share$0.08
 $0.07
 $0.14
 $0.12
Net (loss) income attributable to common unitholders per diluted share$(0.04) $0.83
 $0.10
 $0.96
FFO adjustments per diluted unit, net0.33
 0.33
 0.66
 0.69
0.35
 (0.43) 1.01
 0.25
FFO attributable to common unitholders per diluted unit$0.41
 $0.40
 $0.80
 $0.81
$0.31
 $0.40
 $1.11
 $1.21
Normalized FFO adjustments per diluted unit, net0.00
 0.01
 0.01
 0.00
0.11
 0.01
 0.11
 0.01
Normalized FFO attributable to common unitholders per diluted unit$0.41
 $0.41
 $0.81
 $0.81
$0.42
 $0.41
 $1.22
 $1.22
              
Weighted average diluted common units outstanding209,005
 209,259
 209,002
 209,218
209,164
 211,444
 209,056
 209,968
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. NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. NOI should be reviewed in connection with other GAAP measurements.
Cash NOI is a non-GAAP financial measure which excludes from NOI: (i) straight-line rent adjustments; (ii) amortization of below and above market leases/leasehold interests and other GAAP adjustments; and (iii) notes receivable interest income. Contractual base rent, contractual rent increases, contractual rent concessions and changes in occupancy or lease rates upon commencement and expiration of leases are a primary driver of our revenue performance. We believe that Cash NOI, which removes the impact of straight-line rent adjustments, provides another measurement of the operating performance of our operating assets. Additionally, we believe that Cash NOI is a widely accepted measure of comparative operating performance of REITs. However, our use of the term Cash NOI may not be comparable to that of other REITs as they may have different methodologies for computing this amount. Cash NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. Cash NOI should be reviewed in connection with other GAAP measurements.
To facilitate the comparison of Cash NOI between periods, we calculate comparable amounts for a subset of our owned and operational properties referred to as “Same-Property”. Same-Property Cash NOI excludes (i) properties which have not been owned and operated by us during the entire span of all periods presented and disposed properties, (ii) our share of unconsolidated joint ventures, (iii) development, redevelopment and land parcels, (iv) properties intended for disposition in the near term which have (a) been approved by the Board of Directors, (b) are actively marketed for sale, and (c) an offer has been received at prices we would transact and the sales process is ongoing, and (v) certain non-routine items. Same-Property Cash NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. Same-Property Cash NOI should be reviewed in connection with other GAAP measurements.

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The following is the reconciliation of HTA’s and HTALP’s NOI, Cash NOI and Same-Property Cash NOI to net income for the three and sixnine months ended JuneSeptember 30, 2019 and 2018, respectively (in thousands):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 20182019 2018 2019 2018
Net income$16,598
 $15,657
 $30,299
 $25,673
$(8,577) $176,348
 $21,722
 $202,021
General and administrative expenses10,079
 8,725
 21,369
 17,511
9,788
 8,770
 31,157
 26,281
Transaction expenses296
 396
 336
 587
522
 346
 858
 933
Depreciation and amortization expense68,429
 69,104
 137,910
 139,496
73,820
 70,568
 211,730
 210,064
Impairment—
 —
 —
 4,606
—
 4,281
 —
 8,887
Interest expense24,006
 26,305
 47,976
 52,558
24,625
 24,834
 72,601
 77,392
Loss on sale of real estate, net—
 —
 37
 —
(Gain) loss on sale of real estate, net—
 (166,372) 37
 (166,372)
Loss on extinguishment of debt, net21,646
 1,092
 21,646
 1,092
Income from unconsolidated joint venture(548) (403) (1,034) (973)(422) (432) (1,456) (1,405)
Other income(41) (5) (576) (40)(205) (89) (781) (129)
NOI$118,819
 $119,779
 $236,317
 $239,418
$121,197
 $119,346
 $357,514
 $358,764
Straight-line rent adjustments, net(2,464) (2,377) (5,722) (5,543)(2,539) (2,746) (8,261) (8,289)
Amortization of (below) and above market leases/leasehold interests, net and other GAAP adjustments(357) 55
 (123) 176
(1,017) (66) (1,140) 74
Notes receivable interest income(25) (34) (52) (70)(23) (32) (75) (102)
Cash NOI$115,973
 $117,423
 $230,420
 $233,981
$117,618
 $116,502
 $348,038
 $350,447
Acquisitions not owned/operated for all periods presented and disposed properties Cash NOI(1,457) (5,002) (2,413) (10,216)(2,449) (2,918) (5,154) (13,384)
Redevelopment Cash NOI(845) (1,784) (1,951) (3,505)(527) (1,671) (2,479) (5,176)
Intended for sale Cash NOI(1,194) (1,317) (2,250) (2,706)(1,436) (1,458) (4,342) (4,799)
Same-Property Cash NOI (1)
$112,477
 $109,320
 $223,806
 $217,554
$113,206
 $110,455
 $336,063
 $327,088
              
(1) Same-Property includes 408 and 407 buildings for the three and six months ended June 30, 2019 and 2018, respectively.
(1) Same-Property includes 407 and 405 buildings for the three and nine months ended September 30, 2019 and 2018, respectively.(1) Same-Property includes 407 and 405 buildings for the three and nine months ended September 30, 2019 and 2018, respectively.
Liquidity and Capital Resources
Our primary sources of cash include: (i) cash flow from operations; (ii) borrowings under our unsecured revolving credit facility; (iii) net proceeds from the issuances of debt and equity securities; and (iv) proceeds from our dispositions. During the next 12 months our primary uses of cash are expected to include: (a) the funding of acquisitions of MOBs, development properties and other facilities that serve the healthcare industry; (b) capital expenditures; (c) the payment of operating expenses; (d) debt service payments, including principal payments; and (e) the payment of dividends to our stockholders. We anticipate cash flow from operations, restricted cash and reserve accounts and our unsecured revolving credit facility, if needed, will be sufficient to fund our operating expenses, capital expenditures and dividends to stockholders. Investments and maturing indebtedness may require funds from borrowings under our unsecured revolving credit facility, the issuance of debt and/or equity securities or proceeds from sales of real estate.
As of JuneSeptember 30, 2019, we had liquidity of $1.0 billion, including $0.9$1.0 billion available under our unsecured revolving credit facility $23.2and $12.7 million of cash and cash equivalents, and a $52.1 million forward commitment.equivalents.
In addition, we had unencumbered assets with a gross book value of $6.9$7.0 billion. The unencumbered properties may be used as collateral to secure additional financings in future periods or refinance our current debt as it becomes due. Our ability to raise funds from future debt and equity issuances is dependent on our investment grade credit ratings, general economic and market conditions and our operating performance.
When we acquire a property, we prepare a capital plan that contemplates the estimated capital needs of that investment. In addition to operating expenses, capital needs may also include costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan for each investment will be adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. As of JuneSeptember 30, 2019, we estimate that our expenditures for capital improvements for the remainder of 2019 will range from $35$15 million to $45$25 million depending on leasing activity. Although we cannot provide assurance that we will not exceed these estimated expenditure levels, our liquidity of $1.0 billion allows us the flexibility to fund such capital expenditures.

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If we experience lower occupancy levels, reduced rental rates, reduced revenues as a result of asset sales, or increased capital expenditures and leasing costs compared to historical levels due to competitive market conditions for new and renewal leases, the effect would be a reduction of net cash provided by operating activities. If such a reduction of net cash provided by operating activities is realized, we may have a cash flow deficit in subsequent periods. Our estimate of net cash available is based on various assumptions which are difficult to predict, including the levels of our leasing activity and related leasing costs. Any changes in these assumptions could impact our financial results and our ability to fund working capital and unanticipated cash needs.
Cash Flows
The following is a summary of our cash flows for the sixnine months ended JuneSeptember 30, 2019 and 2018, respectively (in thousands):
Six Months Ended June 30,Nine Months Ended September 30,
2019 2018 Change2019 2018 Change
Cash, cash equivalents and restricted cash - beginning of period$133,530
 $118,560
 $14,970
$133,530
 $118,560
 $14,970
Net cash provided by operating activities148,737
 156,108
 (7,371)238,382
 240,751
 (2,369)
Net cash used in investing activities(134,687) (69,511) (65,176)
Net cash (used in) provided by investing activities(295,210) 194,846
 (490,056)
Net cash used in financing activities(118,436) (165,552) 47,116
(58,886) (314,000) 255,114
Cash, cash equivalents and restricted cash - end of period$29,144
 $39,605
 $(10,461)$17,816
 $240,157
 $(222,341)
Net cash provided by operating activities decreased in 2019 primarily due to the timing of payments on certain liabilities and the impact of our 2018 and 2019 dispositions, partially offset by our 2018 and 2019 acquisitions, contractual rent increases and improved operating efficiencies. We anticipate cash flows from operating activities to increase as a result of the growth in our portfolio through new acquisitions and continued leasing activity in our existing portfolio.
For the sixnine months ended JuneSeptember 30, 2019, net cash used in investing activities primarily related to investments in real estate of $93.9$223.2 million and capital expenditures of $37.8$59.5 million. For the sixnine months ended JuneSeptember 30, 2018, net cash used in investing activities primarily related to capital expenditures of $34.1$61.1 million, development of real estate of $23.9$29.6 million, and investments in real estate of $11.9$17.4 million.
For the sixnine months ended JuneSeptember 30, 2019, net cash used in financing activities primarily related to payments on our unsecured senior notes of $700.0 million, dividends paid to holders of our common stock of $127.4$190.9 million, payments on our secured mortgage loans of $96.2$96.8 million, and the repurchase and cancellation of common stock of $12.1$12.2 million, which was partially offset by proceeds from the issuance of unsecured senior notes of $906.9 million, proceeds from issuance of common stock of $51.8 million and net borrowings on our unsecured revolving credit facility of $120.0$15.0 million. For the sixnine months ended JuneSeptember 30, 2018, net cash used in financing activities primarily related to dividends paid to holders of our common stock of $125.1$188.4 million and payments on our secured mortgage loans of $99.2$173.2 million, which was partially offset by net proceeds of shares of common stock issued of $72.8 million.
Dividends
The amount of dividends we pay to our stockholders is determined by our Board of Directors, in their sole discretion, and is dependent on a number of factors, including funds available, our financial condition, capital expenditure requirements and annual dividend distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended. We have paid monthly or quarterly dividends since February 2007, and if our investments produce sufficient cash flow, we expect to continue to pay dividends to our stockholders. Because our cash available for dividend distributions in any year may be less than 90% of our taxable income for the year, we may obtain the necessary funds through borrowings, issuing new securities or selling assets to pay out enough of our taxable income to satisfy our dividend distribution requirement. Our organizational documents do not establish a limit on dividends that may constitute a return of capital for federal income tax purposes. The dividend we pay to our stockholders is equal to the distributions received from HTALP in accordance with the terms of the HTALP partnership agreement. It is our intention to continue to pay dividends. However, our Board of Directors may reduce our dividend rate and we cannot guarantee the timing and amount of dividends that we may pay in the future, if any.
For the sixnine months ended JuneSeptember 30, 2019, we paid cash dividends of $127.4$190.9 million on our common stock. In JulyOctober 2019, we paid cash dividends on our common stock of $63.6$65.3 million for the quarter ended JuneSeptember 30, 2019.
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 JuneSeptember 30, 2019, our leverage ratio, measured by debt less cash and cash equivalents to total capitalization, was 30.7%30.0%.

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As of JuneSeptember 30, 2019, we had debt outstanding of $2.6$2.7 billion and the weighted average interest rate therein was 3.44%3.29% per annum, inclusive of the impact of our cash flow hedges. The following is a summary of our unsecured and secured debt. See Note 8 - Debt in the accompanying condensed consolidated financial statements for a further discussion of our debt.
Unsecured Revolving Credit Facility
As of JuneSeptember 30, 2019, $0.9$1.0 billion was available on our $1.0 billion unsecured revolving credit facility. Our unsecured revolving credit facility matures in June 2022.
Unsecured Term Loans
As of JuneSeptember 30, 2019, 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 under our unsecured term loan maturing in 2024.
Unsecured Senior Notes
As of JuneSeptember 30, 2019, we had $1.85$2.05 billion of unsecured senior notes outstanding, comprised of $300.0 million of senior notes maturing in 2021, $400.0 million of senior notes maturing in 2022, $300.0 million of senior notes maturing in 2023, $350.0$600.0 million of senior notes maturing in 2026, and $500.0 million of senior notes maturing in 2027.2027, and $650.0 million of senior notes maturing in 2030.
Fixed Rate Mortgages
During the sixnine months ended JuneSeptember 30, 2019, we made payments on our fixed rate mortgages of $96.2$96.8 million and have $1.2$0.6 million of principal payments due during the remainder of 2019.
Commitments and Contingencies
There have been no material changes from the commitments and contingencies previously disclosed in our 2018 Annual Report on Form 10-K.
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 JuneSeptember 30, 2019, we believe that we were in compliance with all such covenants and we are not aware of any covenants that it is reasonably likely that we would not be able to meet in accordance with our loan agreements.
Off-Balance Sheet Arrangements
As of and during the sixnine months ended JuneSeptember 30, 2019, we had no material off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Inflation
We are exposed to inflation risk as income from future long-term leases is the primary source of our cash flows from operations. There are provisions in the majority of our tenant leases that protect us from the impact of normal inflation. These provisions include rent escalations, reimbursement billings for operating expense pass-through charges and real estate tax and insurance reimbursements on a per square foot allowance. However, due to the long-term nature of our leases, among other factors, the leases may not reset frequently enough to cover inflation.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes from the quantitative and qualitative disclosures about market risk previously disclosed in our 2018 Annual Report on Form 10-K.
Item 4. Controls and Procedures
Healthcare Trust of America, Inc.
HTA’s management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including HTA’s Chief Executive Officer (as the principal executive officer) and Chief Financial Officer (as the principal financial officer and principal accounting officer), to allow timely decisions regarding required disclosures.
As of JuneSeptember 30, 2019, an evaluation was conducted by HTA under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, HTA’s Chief Executive Officer and Chief Financial Officer each concluded that HTA’s disclosure controls and procedures were effective as of JuneSeptember 30, 2019.
There were no changes in our internal control over financial reporting that occurred during the quarter ended JuneSeptember 30, 2019 that have materially affected, or are reasonably believed to be likely to materially affect, our internal control over financial reporting.
July 24,October 29, 2019

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 JuneSeptember 30, 2019, 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 JuneSeptember 30, 2019.
There were no changes in HTALP’s internal control over financial reporting that occurred during the quarter ended JuneSeptember 30, 2019 that have materially affected, or are reasonably believed to be likely to materially affect, HTALP’s internal control over financial reporting.
July 24,October 29, 2019



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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are subject to claims and litigation arising in the ordinary course of business. We do not believe any liability from any reasonably foreseeable disposition of such claims and litigation, individually or in the aggregate, would have a material adverse effect on our accompanying condensed consolidated financial statements.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in our 2018 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
During the three months ended JuneSeptember 30, 2019, we repurchased shares of our common stock as follows:
Period 
Total Number of
Shares Purchased (1) (2)
 
Average Price
Paid per Share (1) (2)
 
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plan or Program
 Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs 
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
April 1, 2019 to April 30, 2019 285
 $27.68
 —
 —
May 1, 2019 to May 31, 2019 5,135
 27.70
 —
 —
June 1, 2019 to June 30, 2019 678
 27.44
 —
 —
July 1, 2019 to July 31, 2019 2,313
 $28.00
 —
 —
August 1, 2019 to August 31, 2019 —
 —
 —
 —
September 1, 2019 to September 30, 2019 —
 —
 —
 —
                
(1) Purchases represent shares withheld to satisfy withholding obligations on the vesting of restricted shares and shares repurchased under our stock repurchase plan. The price paid per share was the then closing price of our common stock on the NYSE.(2) For each share of common stock redeemed by HTA, HTALP redeems a corresponding number of OP Units in the HTALP operating partnership. Therefore, the OP Units in the HTALP operating partnership repurchased by HTALP are the same as the shares of common stock repurchased by HTA as shown above.
Item 6. Exhibits
The exhibits listed on the Exhibit Index are included, and incorporated by reference, in this Quarterly Report.


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EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.
The following exhibits are included, or incorporated by reference, in this Quarterly Report for the quarter ended JuneSeptember 30, 2019 (and are numbered in accordance with Item 601 of Regulation S-K).
10.1*1.1
Underwriting Agreement, dated September 5, 2019, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and BofA Securities, Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on September 6, 2019 and incorporated herein by reference).
4.1
2030 Notes Indenture, dated as of September 16, 2019, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. Amended and Restated 2006 Independent Directors Compensation Plan, effectiveU.S. Bank National Association, as trustee, including the form of July 9,3.100% Senior Notes due 2030 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on September 16, 2019 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 September 16, 2019 and incorporated herein by reference).
5.2
Opinion of O'Melveny & Myers LLP (included as Exhibit 5.2 to our Current Report on Form 8-K filed on September 16, 2019 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 September 16, 2019 and incorporated herein by reference).
23.1
Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
23.2
Consents of O'Melveny & Myers LLP (included as Exhibit 5.2 and 8.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
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*This instance document does not appear in the interactive data file because of XBRL tags are embedded within the inline XBRL 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.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 Healthcare Trust of America, Inc.
    
By:/s/ Scott D. Peters Chief Executive Officer, President and Chairman
  Scott D. Peters (Principal Executive Officer)
Date:July 24,October 29, 2019  
    
By:/s/ Robert A. Milligan Chief Financial Officer
  Robert A. Milligan (Principal Financial Officer and Principal Accounting Officer)
Date:July 24,October 29, 2019  
    

 Healthcare Trust of America Holdings, LP
    
By:Healthcare Trust of America, Inc.,  
 its General Partner  
    
By:/s/ Scott D. Peters Chief Executive Officer, President and Chairman
  Scott D. Peters (Principal Executive Officer)
Date:July 24,October 29, 2019  
    
By:/s/ Robert A. Milligan Chief Financial Officer
  Robert A. Milligan (Principal Financial Officer and Principal Accounting Officer)
Date:July 24,October 29, 2019  


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