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.)

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

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

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, 2019,~~30, 2020, there were ~~205,158,581~~218,544,671 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 June 30, ~~2019,~~2020, 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 June 30, ~~2019,~~2020, HTA owned a ~~98.1%~~98.4% partnership interest in HTALP, and other limited partners, including some of HTA’s directors, executive officers and their affiliates, owned the remaining partnership interest (including the long-term incentive plan (“LTIP” Units)) in HTALP. As the sole general partner of HTALP, HTA has the full, exclusive and complete responsibility for HTALP’s day-to-day management and control, including its compliance with the Securities and Exchange Commission (“SEC”) filing requirements.

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

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

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

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

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

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

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

•the condensed consolidated financial statements;

•certain accompanying notes to the condensed consolidated financial statements, including Note 8 - Debt, Note 1211 - Stockholders’ Equity and Partners’ Capital, Note 1413 - Per Share Data of HTA, and Note 1514 - 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.

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				June 30, 2020		December 31, 2019
ASSETS							ASSETS
Real estate investments:							Real estate investments:
Land	$	492,770		$	481,871		Land	$	587,362	$	584,546
Building and improvements	5,886,129			5,787,152			Building and improvements	6,333,715		6,252,854
Lease intangibles	598,022			599,864			Lease intangibles	629,478		628,066
Construction in progress	8,907			4,903			Construction in progress	55,854		28,150
	6,985,828			6,873,790				7,606,409		7,493,616
Accumulated depreciation and amortization	(1,324,281		)	(1,208,169		)	Accumulated depreciation and amortization	(1,589,137)		(1,447,815)
Real estate investments, net	5,661,547			5,665,621			Real estate investments, net	6,017,272		6,045,801
Investment in unconsolidated joint venture	66,731			67,172			Investment in unconsolidated joint venture	65,120		65,888
Cash and cash equivalents	23,194			126,221			Cash and cash equivalents	75,202		32,713
Restricted cash	5,950			7,309			Restricted cash	4,798		4,903
Receivables and other assets, net	225,681			223,415			Receivables and other assets, net	234,456		237,024
Right-of-use assets, net	245,495			—
Right-of-use assets - operating leases, net							Right-of-use assets - operating leases, net	236,438		239,867
Other intangibles, net	11,877			98,738			Other intangibles, net	11,210		12,553
Total assets	$	6,240,475		$	6,188,476		Total assets	$	6,644,496	$	6,638,749
LIABILITIES AND EQUITY							LIABILITIES AND EQUITY
Liabilities:							Liabilities:
Debt	$	2,567,008		$	2,541,232		Debt	$	2,818,695	$	2,749,775
Accounts payable and accrued liabilities	159,853			185,073			Accounts payable and accrued liabilities	167,999		171,698
Derivative financial instruments - interest rate swaps							Derivative financial instruments - interest rate swaps	22,796		29
Security deposits, prepaid rent and other liabilities	41,241			59,567			Security deposits, prepaid rent and other liabilities	52,655		49,174
Lease liabilities	200,842			—
Lease liabilities - operating leases							Lease liabilities - operating leases	198,511		198,650
Intangible liabilities, net	40,529			61,146			Intangible liabilities, net	35,076		38,779
Total liabilities	3,009,473			2,847,018			Total liabilities	3,295,732		3,208,105
Commitments and contingencies							Commitments and contingencies
Redeemable noncontrolling interests	—			6,544

Equity:							Equity:
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding	—			—
Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 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
Preferred stock, $0.01 par value; 200,000,000 shares authorized; NaN issued and outstanding							Preferred stock, $0.01 par value; 200,000,000 shares authorized; NaN issued and outstanding	—		—
Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 218,514,870 and 216,453,312 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively							Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 218,514,870 and 216,453,312 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	2,185		2,165
Additional paid-in capital	4,521,103			4,525,969			Additional paid-in capital	4,912,419		4,854,042
Accumulated other comprehensive (loss) income	(449		)	307			Accumulated other comprehensive (loss) income	(20,768)		4,546
Cumulative dividends in excess of earnings	(1,369,763		)	(1,272,305		)	Cumulative dividends in excess of earnings	(1,609,048)		(1,502,744)
Total stockholders’ equity	3,152,942			3,256,024			Total stockholders’ equity	3,284,788		3,358,009
Noncontrolling interests	78,060			78,890			Noncontrolling interests	63,976		72,635
Total equity	3,231,002			3,334,914			Total equity	3,348,764		3,430,644
Total liabilities and equity	$	6,240,475		$	6,188,476		Total liabilities and equity	$	6,644,496	$	6,638,749

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

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for per share data)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Revenues:
Rental income	$	178,670	$	171,609	$	364,201	$	340,484
Interest and other operating income	175		148		420		239
Total revenues	178,845		171,757		364,621		340,723
Expenses:
Rental	56,200		52,938		113,062		104,406
General and administrative	10,160		10,079		21,678		21,369
Transaction	32		296		172		336
Depreciation and amortization	74,927		68,429		152,592		137,910
Interest expense	24,277		24,006		48,149		47,976

Total expenses	165,596		155,748		335,653		311,997
Gain (loss) on sale of real estate, net	—		—		1,991		(37)

Income from unconsolidated joint venture	379		548		801		1,034
Other income	97		41		173		576
Net income	$	13,725	$	16,598	$	31,933	$	30,299
Net income attributable to noncontrolling interests ⁽¹⁾	(236)		(339)		(543)		(600)
Net income attributable to common stockholders	$	13,489	$	16,259	$	31,390	$	29,699
Earnings per common share - basic:
Net income attributable to common stockholders	$	0.06	$	0.08	$	0.14	$	0.14
Earnings per common share - diluted:
Net income attributable to common stockholders	$	0.06	$	0.08	$	0.14	$	0.14
Weighted average common shares outstanding:
Basic	218,483		205,108		217,588		205,094
Diluted	222,088		209,005		221,228		209,002

Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018
Revenues:
Rental income $ 171,609
$ 173,221
$ 340,484
$ 348,788
Interest and other operating income 148
111
239
205
Total revenues 171,757
173,332
340,723
348,993
Expenses:
Rental 52,938
53,553
104,406
109,575
General and administrative 10,079
8,725
21,369
17,511
Transaction 296
396
336
587
Depreciation and amortization 68,429
69,104
137,910
139,496
Interest expense 24,006
26,305
47,976
52,558
Impairment —
—
—
4,606
Total expenses 155,748
158,083
311,997
324,333
Loss on sale of real estate, net —
—
(37 ) —
Income from unconsolidated joint venture 548
403
1,034
973
Other income 41
5
576
40
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
Earnings per common share - basic:
Net income attributable to common stockholders $ 0.08
$ 0.07
$ 0.14
$ 0.12
Earnings per common share - diluted:
Net income attributable to common stockholders $ 0.08
$ 0.07
$ 0.14
$ 0.12
Weighted average common shares outstanding:
Basic 205,108
205,241
205,094
205,155
Diluted 209,005
209,259
209,002
209,218

(1) Includes amounts attributable to redeemable noncontrolling interests.
(1) Includes amounts attributable to redeemable noncontrolling interests for the three and six months ended June 30, 2019.

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

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018				2020		2019		2020		2019

Net income	$	16,598		$	15,657		$	30,299		$	25,673		Net income	$	13,725	$	16,598	$	31,933	$	30,299

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
Other comprehensive loss													Other comprehensive loss
Change in unrealized losses on cash flow hedges													Change in unrealized losses on cash flow hedges	(3,228)		(381)		(25,726)		(771)
Total other comprehensive loss													Total other comprehensive loss	(3,228)		(381)		(25,726)		(771)

Total comprehensive income	16,217			15,871			29,528			26,787			Total comprehensive income	10,497		16,217		6,207		29,528
Comprehensive income attributable to noncontrolling interests	(294		)	(301		)	(519		)	(499		)	Comprehensive income attributable to noncontrolling interests	(184)		(294)		(131)		(519)
Total comprehensive income attributable to common stockholders	$	15,923		$	15,570		$	29,009		$	26,288		Total comprehensive income attributable to common stockholders	$	10,313	$	15,923	$	6,076	$	29,009

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

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)


	Class A Common Stock					Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Cumulative Dividends in Excess of Earnings		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance as of December 31, 2018	205,267	$	2,053	$	4,525,969	$	307	$	(1,272,305)	$	3,256,024	$	78,890	$	3,334,914
Share-based award transactions, net	293	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 other	18	—		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, 2019	205,100	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 other	27	—		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, 2019	205,118	$	2,051	$	4,521,103	$	(449)	$	(1,369,763)	$	3,152,942	$	78,060	$	3,231,002

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, 2017 204,892
$ 2,049
$ 4,508,528
$ 274
$ (1,232,069 ) $ 3,278,782
$ 84,666
$ 3,363,448
Share-based award transactions, net 289
3
3,504
—
—
3,507
—
3,507
Repurchase and cancellation of common stock (92 ) (1 ) (2,708 ) —
—
(2,709 ) —
(2,709 )
Redemption of noncontrolling interest and other 91
1
2,412
—
—
2,413
(2,413 ) —
Dividends declared ($0.305 per common share) —
—
—
—
(62,559 ) (62,559 ) (1,307 ) (63,866 )
Net income —
—
—
—
9,802
9,802
181
9,983
Other comprehensive income —
—
—
883
—
883
17
900
Balance as of March 31, 2018 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 HTA 2,550
25
72,789
—
—
72,814
—
72,814
Share-based award transactions, net 7
—
2,196
—
—
2,196
—
2,196
Repurchase and cancellation of common stock (337 ) (3 ) (8,841 ) —
—
(8,844 ) —
(8,844 )
Redemption of noncontrolling interest and other 93
1
2,493
—
—
2,494
(2,494 ) —
Dividends declared ($0.305 per common share) —
—
—
—
(63,279 ) (63,279 ) (1,253 ) (64,532 )
Net income —
—
—
—
15,346
15,346
297
15,643
Other comprehensive income —
—
—
210
—
210
4
214
Balance as of June 30, 2018 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, 2018 205,267
$ 2,053
$ 4,525,969
$ 307
$ (1,272,305 ) $ 3,256,024
$ 78,890
$ 3,334,914
Share-based award transactions, net 293
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 other 18
—
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, 2019 205,100
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 other 27
—
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, 2019 205,118
$ 2,051
$ 4,521,103
$ (449 ) $ (1,369,763 ) $ 3,152,942
$ 78,060
$ 3,231,002


	Class A Common Stock					Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Cumulative Dividends in Excess of Earnings		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance as of December 31, 2019	216,453	$	2,165	$	4,854,042	$	4,546	$	(1,502,744)	$	3,358,009	$	72,635	$	3,430,644
Issuance of common stock, net	1,675	17		50,003		—		—		50,020		—		50,020
Share-based award transactions, net	236	2		3,201		—		—		3,203		—		3,203
Repurchase and cancellation of common stock	(154)	(2)		(4,622)		—		—		(4,624)		—		(4,624)
Redemption of noncontrolling interest and other	273	3		6,773		—		—		6,776		(6,776)		—
Dividends declared ($0.315 per common share)	—	—		—		—		(68,867)		(68,867)		(1,134)		(70,001)
Net income	—	—		—		—		17,901		17,901		307		18,208
Other comprehensive loss	—	—		—		(22,138)		—		(22,138)		(360)		(22,498)
Balance as of March 31, 2020	218,483	2,185		4,909,397		(17,592)		(1,553,710)		3,340,280		64,672		3,404,952
Issuance of OP Units in HTALP	—	—		—		—		—		—		1,378		1,378
Share-based award transactions, net	(1)	—		2,100		—		—		2,100		—		2,100
Repurchase and cancellation of common stock	(7)	—		(174)		—		—		(174)		—		(174)
Redemption of noncontrolling interest and other	40	—		1,096		—		—		1,096		(1,096)		—
Dividends declared ($0.315 per common share)	—	—		—		—		(68,827)		(68,827)		(1,162)		(69,989)
Net income	—	—		—		—		13,489		13,489		236		13,725
Other comprehensive loss	—	—		—		(3,176)		—		(3,176)		(52)		(3,228)
Balance as of June 30, 2020	218,515	$	2,185	$	4,912,419	$	(20,768)	$	(1,609,048)	$	3,284,788	$	63,976	$	3,348,764

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

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,							Six Months Ended June 30,
	2019			2018				2020		2019
Cash flows from operating activities:							Cash flows from operating activities:
Net income	$	30,299		$	25,673		Net income	$	31,933	$	30,299
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	132,931			135,177			Depreciation and amortization	144,724		132,931
Share-based compensation expense	5,491			5,703			Share-based compensation expense	5,303		5,491
Impairment	—			4,606

Income from unconsolidated joint venture	(1,034		)	(973		)	Income from unconsolidated joint venture	(801)		(1,034)
Distributions from unconsolidated joint venture	1,335			975			Distributions from unconsolidated joint venture	1,670		1,335
Loss on sale of real estate, net	37			—
(Gain) loss on sale of real estate, net							(Gain) loss on sale of real estate, net	(1,991)		37

Changes in operating assets and liabilities:							Changes in operating assets and liabilities:
Receivables and other assets, net	457			(2,956		)	Receivables and other assets, net	2,504		457
Accounts payable and accrued liabilities	(23,262		)	(13,254		)	Accounts payable and accrued liabilities	(6,337)		(23,262)
Prepaid rent and other liabilities	2,483			1,157
Security deposits, prepaid rent and other liabilities							Security deposits, prepaid rent and other liabilities	5,178		2,483
Net cash provided by operating activities	148,737			156,108			Net cash provided by operating activities	182,183		148,737
Cash flows from investing activities:							Cash flows from investing activities:
Investments in real estate	(93,855		)	(11,887		)	Investments in real estate	(41,338)		(93,855)
Development of real estate	(4,627		)	(23,861		)	Development of real estate	(30,367)		(4,627)
Proceeds from the sale of real estate	1,193			—			Proceeds from the sale of real estate	6,420		1,193
Capital expenditures	(37,763		)	(34,110		)	Capital expenditures	(43,917)		(37,763)
Collection of real estate notes receivable	365			347			Collection of real estate notes receivable	514		365
Net cash used in investing activities	(134,687		)	(69,511		)
Advances on real estate notes receivable							Advances on real estate notes receivable	(6,000)		—
Net cash used in investing activities							Net cash used in investing activities	(114,688)		(134,687)
Cash flows from financing activities:							Cash flows from financing activities:
Borrowings on unsecured revolving credit facility	135,000			85,000			Borrowings on unsecured revolving credit facility	1,314,000		135,000
Payments on unsecured revolving credit facility	(15,000		)	(85,000		)	Payments on unsecured revolving credit facility	(1,150,000)		(15,000)

Payments on secured mortgage loans	(96,173		)	(99,218		)	Payments on secured mortgage loans	(96,206)		(96,173)
Security deposits	—			222

Proceeds from issuance of common stock	—			72,814			Proceeds from issuance of common stock	50,020		—
Issuance of OP Units							Issuance of OP Units	1,378		—
Repurchase and cancellation of common stock	(12,095		)	(11,553		)	Repurchase and cancellation of common stock	(4,798)		(12,095)
Dividends paid	(127,387		)	(125,128		)	Dividends paid	(137,050)		(127,387)
Distributions paid to noncontrolling interest of limited partners	(2,781		)	(2,689		)	Distributions paid to noncontrolling interest of limited partners	(2,455)		(2,781)
Net cash used in financing activities	(118,436		)	(165,552		)	Net cash used in financing activities	(25,111)		(118,436)
Net change in cash, cash equivalents and restricted cash	(104,386		)	(78,955		)	Net change in cash, cash equivalents and restricted cash	42,384		(104,386)
Cash, cash equivalents and restricted cash - beginning of period	133,530			118,560			Cash, cash equivalents and restricted cash - beginning of period	37,616		133,530
Cash, cash equivalents and restricted cash - end of period	$	29,144		$	39,605		Cash, cash equivalents and restricted cash - end of period	$	80,000	$	29,144

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

Table of Contents

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data)

(Unaudited)


	June 30, 2019			December 31, 2018				June 30, 2020		December 31, 2019
ASSETS							ASSETS
Real estate investments:							Real estate investments:
Land	$	492,770		$	481,871		Land	$	587,362	$	584,546
Building and improvements	5,886,129			5,787,152			Building and improvements	6,333,715		6,252,854
Lease intangibles	598,022			599,864			Lease intangibles	629,478		628,066
Construction in progress	8,907			4,903			Construction in progress	55,854		28,150
	6,985,828			6,873,790				7,606,409		7,493,616
Accumulated depreciation and amortization	(1,324,281		)	(1,208,169		)	Accumulated depreciation and amortization	(1,589,137)		(1,447,815)
Real estate investments, net	5,661,547			5,665,621			Real estate investments, net	6,017,272		6,045,801
Investment in unconsolidated joint venture	66,731			67,172			Investment in unconsolidated joint venture	65,120		65,888
Cash and cash equivalents	23,194			126,221			Cash and cash equivalents	75,202		32,713
Restricted cash	5,950			7,309			Restricted cash	4,798		4,903
Receivables and other assets, net	225,681			223,415			Receivables and other assets, net	234,456		237,024
Right-of-use assets, net	245,495			—
Right-of-use assets - operating leases, net							Right-of-use assets - operating leases, net	236,438		239,867
Other intangibles, net	11,877			98,738			Other intangibles, net	11,210		12,553
Total assets	$	6,240,475		$	6,188,476		Total assets	$	6,644,496	$	6,638,749
LIABILITIES AND PARTNERS’ CAPITAL							LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:				��			Liabilities:
Debt	$	2,567,008		$	2,541,232		Debt	$	2,818,695	$	2,749,775
Accounts payable and accrued liabilities	159,853			185,073			Accounts payable and accrued liabilities	167,999		171,698
Derivative financial instruments - interest rate swaps							Derivative financial instruments - interest rate swaps	22,796		29
Security deposits, prepaid rent and other liabilities	41,241			59,567			Security deposits, prepaid rent and other liabilities	52,655		49,174
Lease liabilities	200,842			—
Lease liabilities - operating leases							Lease liabilities - operating leases	198,511		198,650
Intangible liabilities, net	40,529			61,146			Intangible liabilities, net	35,076		38,779
Total liabilities	3,009,473			2,847,018			Total liabilities	3,295,732		3,208,105
Commitments and contingencies							Commitments and contingencies
Redeemable noncontrolling interests	—			6,544

Partners’ Capital:							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, 3,568,369 and 3,834,279 units issued and outstanding as of June 30, 2020 and December 31, 2019, respectively							Limited partners’ capital, 3,568,369 and 3,834,279 units issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	63,706		72,365
General partners’ capital, 218,514,870 and 216,453,312 units issued and outstanding as of June 30, 2020 and December 31, 2019, respectively							General partners’ capital, 218,514,870 and 216,453,312 units issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	3,285,058		3,358,279
Total partners’ capital	3,231,002			3,334,914			Total partners’ capital	3,348,764		3,430,644
Total liabilities and partners’ capital	$	6,240,475		$	6,188,476		Total liabilities and partners’ capital	$	6,644,496	$	6,638,749

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

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit data)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018				2020		2019		2020		2019
Revenues:													Revenues:
Rental income	$	171,609		$	173,221		$	340,484		$	348,788		Rental income	$	178,670	$	171,609	$	364,201	$	340,484
Interest and other operating income	148			111			239			205			Interest and other operating income	175		148		420		239
Total revenues	171,757			173,332			340,723			348,993			Total revenues	178,845		171,757		364,621		340,723
Expenses:													Expenses:
Rental	52,938			53,553			104,406			109,575			Rental	56,200		52,938		113,062		104,406
General and administrative	10,079			8,725			21,369			17,511			General and administrative	10,160		10,079		21,678		21,369
Transaction	296			396			336			587			Transaction	32		296		172		336
Depreciation and amortization	68,429			69,104			137,910			139,496			Depreciation and amortization	74,927		68,429		152,592		137,910
Interest expense	24,006			26,305			47,976			52,558			Interest expense	24,277		24,006		48,149		47,976
Impairment	—			—			—			4,606

Total expenses	155,748			158,083			311,997			324,333			Total expenses	165,596		155,748		335,653		311,997
Loss on sale of real estate, net	—			—			(37		)	—
Gain (loss) on sale of real estate, net													Gain (loss) on sale of real estate, net	—		—		1,991		(37)

Income from unconsolidated joint venture	548			403			1,034			973			Income from unconsolidated joint venture	379		548		801		1,034
Other income	41			5			576			40			Other income	97		41		173		576
Net income	$	16,598		$	15,657		$	30,299		$	25,673		Net income	$	13,725	$	16,598	$	31,933	$	30,299
Net income attributable to noncontrolling interests	(38		)	(14		)	(66		)	(47		)	Net income attributable to noncontrolling interests	—		(38)		—		(66)
Net income attributable to common unitholders	$	16,560		$	15,643		$	30,233		$	25,626		Net income attributable to common unitholders	$	13,725	$	16,560	$	31,933	$	30,233
Earnings per common unit - basic:
Earnings per common OP Unit - basic:													Earnings per common OP Unit - basic:
Net income attributable to common unitholders	$	0.08		$	0.07		$	0.14		$	0.12		Net income attributable to common unitholders	$	0.06	$	0.08	$	0.14	$	0.14
Earnings per common unit - diluted:
Earnings per common OP Unit - diluted:													Earnings per common OP Unit - diluted:
Net income attributable to common unitholders	$	0.08		$	0.07		$	0.14		$	0.12		Net income attributable to common unitholders	$	0.06	$	0.08	$	0.14	$	0.14
Weighted average common units outstanding:
Weighted average common OP Units outstanding:													Weighted average common OP Units outstanding:
Basic	209,005			209,259			209,002			209,218			Basic	222,088		209,005		221,228		209,002
Diluted	209,005			209,259			209,002			209,218			Diluted	222,088		209,005		221,228		209,002

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

Table of Contents

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018				2020		2019		2020		2019

Net income	$	16,598		$	15,657		$	30,299		$	25,673		Net income	$	13,725	$	16,598	$	31,933	$	30,299

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
Other comprehensive loss													Other comprehensive loss
Change in unrealized losses on cash flow hedges													Change in unrealized losses on cash flow hedges	(3,228)		(381)		(25,726)		(771)
Total other comprehensive loss													Total other comprehensive loss	(3,228)		(381)		(25,726)		(771)

Total comprehensive income	16,217			15,871			29,528			26,787			Total comprehensive income	10,497		16,217		6,207		29,528
Comprehensive income attributable to noncontrolling interests	(38		)	(14		)	(66		)	(47		)	Comprehensive income attributable to noncontrolling interests	—		(38)		—		(66)
Total comprehensive income attributable to common unitholders	$	16,179		$	15,857		$	29,462		$	26,740		Total comprehensive income attributable to common unitholders	$	10,497	$	16,179	$	6,207	$	29,462

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

Table of Contents

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

(In thousands)

(Unaudited)


	General Partners’ Capital				Limited Partners’ Capital				Total Partners’ Capital
	Units	Amount		Units	Amount
Balance as of December 31, 2018	205,267	$	3,256,294	3,929	$	78,620	$	3,334,914
Share-based award transactions, net	293	3,389		—	—		3,389
Redemption and cancellation of general partner OP Units	(478)	(11,926)		—	—		(11,926)
Redemption of limited partner OP Units and other	18	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, 2019	205,100	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 other	27	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, 2019	205,118	$	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, 2017 204,892
$ 3,279,052
4,124
$ 84,396
$ 3,363,448
Share-based award transactions, net 289
3,507
—
—
3,507
Redemption and cancellation of general partner units (92 ) (2,709 ) —
—
(2,709 )
Redemption of limited partner units and other 91
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, 2018 205,180
3,230,389
4,033
80,874
3,311,263
Issuance of general partner units, net 2,550
72,814
—
—
72,814
Share-based award transactions, net 7
2,196
—
—
2,196
Redemption and cancellation of general partner units (337 ) (8,844 ) —
—
(8,844 )
Redemption of limited partner units and other 93
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, 2018 207,493
$ 3,251,326
3,940
$ 77,428
$ 3,328,754

Balance as of December 31, 2018 205,267
$ 3,256,294
3,929
$ 78,620
$ 3,334,914
Share-based award transactions, net 293
3,389
—
—
3,389
Redemption and cancellation of general partner units (478 ) (11,926 ) —
—
(11,926 )
Redemption of limited partner units and other 18
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, 2019 205,100
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 other 27
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, 2019 205,118
$ 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, 2019	216,453	$	3,358,279	3,834	$	72,365	$	3,430,644
Issuance of general partner OP Units	1,675	50,020		—	—		50,020
Share-based award transactions, net	236	3,203		—	—		3,203
Redemption and cancellation of general partner OP Units	(154)	(4,624)		—	—		(4,624)
Redemption of limited partner OP Units and other	273	6,776		(273)	(6,776)		—
Distributions declared ($0.315 per common OP Unit)	—	(68,867)		—	(1,134)		(70,001)
Net income	—	17,901		—	307		18,208
Other comprehensive loss	—	(22,138)		—	(360)		(22,498)
Balance as of March 31, 2020	218,483	3,340,550		3,561	64,402		3,404,952
Issuance of limited partner OP Units	—	—		47	1,378		1,378

Share-based award transactions, net	(1)	2,100		—	—		2,100
Redemption and cancellation of general partner OP Units	(7)	(174)		—	—		(174)
Redemption of limited partner OP Units and other	40	1,096		(40)	(1,096)		—
Distributions declared ($0.315 per common OP Unit)	—	(68,827)		—	(1,162)		(69,989)
Net income	—	13,489		—	236		13,725
Other comprehensive loss	—	(3,176)		—	(52)		(3,228)
Balance as of June 30, 2020	218,515	$	3,285,058	3,568	$	63,706	$	3,348,764

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

Table of Contents

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,							Six Months Ended June 30,
	2019			2018				2020		2019
Cash flows from operating activities:							Cash flows from operating activities:
Net income	$	30,299		$	25,673		Net income	$	31,933	$	30,299
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	132,931			135,177			Depreciation and amortization	144,724		132,931
Share-based compensation expense	5,491			5,703			Share-based compensation expense	5,303		5,491
Impairment	—			4,606

Income from unconsolidated joint venture	(1,034		)	(973		)	Income from unconsolidated joint venture	(801)		(1,034)
Distributions from unconsolidated joint venture	1,335			975			Distributions from unconsolidated joint venture	1,670		1,335
Loss on sale of real estate, net	37			—
(Gain) loss on sale of real estate, net							(Gain) loss on sale of real estate, net	(1,991)		37

Changes in operating assets and liabilities:							Changes in operating assets and liabilities:
Receivables and other assets, net	457			(2,956		)	Receivables and other assets, net	2,504		457
Accounts payable and accrued liabilities	(23,262		)	(13,254		)	Accounts payable and accrued liabilities	(6,337)		(23,262)
Prepaid rent and other liabilities	2,483			1,157
Security deposits, prepaid rent and other liabilities							Security deposits, prepaid rent and other liabilities	5,178		2,483
Net cash provided by operating activities	148,737			156,108			Net cash provided by operating activities	182,183		148,737
Cash flows from investing activities:							Cash flows from investing activities:
Investments in real estate	(93,855		)	(11,887		)	Investments in real estate	(41,338)		(93,855)
Development of real estate	(4,627		)	(23,861		)	Development of real estate	(30,367)		(4,627)
Proceeds from the sale of real estate	1,193			—			Proceeds from the sale of real estate	6,420		1,193
Capital expenditures	(37,763		)	(34,110		)	Capital expenditures	(43,917)		(37,763)
Collection of real estate notes receivable	365			347			Collection of real estate notes receivable	514		365
Net cash used in investing activities	(134,687		)	(69,511		)
Advances on real estate notes receivable							Advances on real estate notes receivable	(6,000)		—
Net cash used in investing activities							Net cash used in investing activities	(114,688)		(134,687)
Cash flows from financing activities:							Cash flows from financing activities:
Borrowings on unsecured revolving credit facility	135,000			85,000			Borrowings on unsecured revolving credit facility	1,314,000		135,000
Payments on unsecured revolving credit facility	(15,000		)	(85,000		)	Payments on unsecured revolving credit facility	(1,150,000)		(15,000)

Payments on secured mortgage loans	(96,173		)	(99,218		)	Payments on secured mortgage loans	(96,206)		(96,173)
Security deposits	—			222

Proceeds from issuance of general partner units	—			72,814			Proceeds from issuance of general partner units	50,020		—
Issuance of OP Units							Issuance of OP Units	1,378		—
Repurchase and cancellation of general partner units	(12,095		)	(11,553		)	Repurchase and cancellation of general partner units	(4,798)		(12,095)
Distributions paid to general partner	(127,387		)	(125,128		)	Distributions paid to general partner	(137,050)		(127,387)
Distributions paid to limited partners and redeemable noncontrolling interests	(2,781		)	(2,689		)	Distributions paid to limited partners and redeemable noncontrolling interests	(2,455)		(2,781)
Net cash used in financing activities	(118,436		)	(165,552		)
Net cash provided by (used in) financing activities							Net cash provided by (used in) financing activities	(25,111)		(118,436)
Net change in cash, cash equivalents and restricted cash	(104,386		)	(78,955		)	Net change in cash, cash equivalents and restricted cash	42,384		(104,386)
Cash, cash equivalents and restricted cash - beginning of period	133,530			118,560			Cash, cash equivalents and restricted cash - beginning of period	37,616		133,530
Cash, cash equivalents and restricted cash - end of period	$	29,144		$	39,605		Cash, cash equivalents and restricted cash - end of period	$	80,000	$	29,144

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

Table of Contents

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1. Organization and Description of Business

HTA, a Maryland corporation, and HTALP, a Delaware limited partnership, were incorporated or formed, as applicable, on April 20, 2006. 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~~States, and 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.

Certain prior year amounts related to the presentation of ~~interest expense~~derivative financial instruments - cash flow hedges on the accompanying condensed consolidated ~~statements of operations~~balance sheets 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~~2019 Annual Report on Form 10-K.

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Principles of Consolidation

The condensed consolidated financial statements include the accounts of our subsidiaries and consolidated joint venture arrangements. The portions of the HTALP operating partnership not owned by us are presented as 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

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common stock is recorded as a component of equity. As of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, there were approximately ~~4.0~~3.6 million and ~~3.9~~3.8 million, respectively, of OP Units issued and ~~outstanding.~~outstanding held by noncontrolling interest holders.

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

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

Cash, Cash Equivalents and Restricted Cash

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

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

June 30,
2019 2018
Cash and cash equivalents $ 23,194
$ 26,191
Restricted cash 5,950
13,414
Total cash, cash equivalents and restricted cash $ 29,144
$ 39,605

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.

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Investments in Real Estate

Depreciation expense of buildings and improvements for the three months ended June 30, 2020 and 2019 ~~and 2018~~ was ~~$51.9~~$58.2 million and ~~$50.6~~$51.9 million, respectively. Depreciation expense of buildings and improvements for the six months ended June 30, 2020 and 2019 ~~and 2018~~ was ~~$104.0~~$117.1 million and ~~$101.3~~$104.0 million, respectively.

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

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

Through the duration of the 2020 coronavirus ("COVID-19") pandemic, many lessors may elect to provide rent deferrals and other lease concessions to lessees. While the lease modification guidance in Accounting Standards Codification (“ASC”) Topic 842 ("Topic 842") addresses routine changes to lease terms resulting from negotiations between the lessee and the lessor, this guidance did not contemplate concessions getting rapidly executed to address the sudden liquidity constraints of some lessees arising from the COVID-19 pandemic. In April 2020, the Financial Accounting Standards Board (“FASB”) staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic. Under existing lease guidance, we would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A allows us, if certain criteria have been met, to bypass the lease by lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. We have elected to apply such relief and will use the election to avoid performing a lease by lease analysis where conditions warrant in conformity with this guidance. The Lease Modification Q&A had no material impact on our condensed consolidated financial statements as of and for the three and six months ended June 30, 2020, however, its future impact to us is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by us at the time of entering into any such concessions.

For the three and six months ended June 30, 2020, changes to our leases as a result of COVID-19 have been in two categories. Leases are categorized based upon the impact of the modification on its cash flows. One category is rent deferrals for which the guidance above was utilized, which provided relief from requiring a lease by lease analysis pursuant to Topic 842. These deferrals are generally for up to three months rent with a payback period from three to twelve months once the deferral period has ended. Deferrals do not have an impact on cash flows over the lease term, rather, payments are made in different periods while the cash flows for the entirety of the lease term are the same. However, we have continued to recognize revenue and straight line revenue for amounts subject to deferral agreements in accordance with Topic 842. Through July 31, 2020, we have approved deferral plans that total approximately $9.6 million, which includes approximately $6.6 million of rent that was deferred in the three and six months ended June 30, 2020.

The second category is early renewals, where the Company renewed lease arrangements prior to their contractual expirations, providing concession at the commencement of the lease in exchange for additional term, on average approximately three years. This category is treated as a modification under Topic 842, with the existing balance of cumulative difference between rental income and payment amounts (existing straight line rent receivable) being recast over the new term, factoring in any changes attributable to the new lease arrangement and for which we performed a lease by lease analysis. Cash flows are impacted over the long term as customary free rent, at an average of three months in conjunction with these agreements, is offset by substantively more term and/or increased rental rates. Subsequent to June 30, 2020, and through July 31, 2020 the Company has entered into minimal new deferral arrangements or early renewal leases with substantive amounts of free rent or other forms of concession at the onset of the lease.

The Company adopted Topic 326 - Financial Instruments - Credit Losses as of January 1, 2020. See the "Recently Issued or Adopted Accounting Pronouncements" below for further information. Pursuant to the guidance, we adopted a policy to book current expected credit losses at the inception of loans qualifying for treatment under Topic 326. During the six months ended June 30, 2020, we financed a one-year, $6 million loan to which we hold a first trust deed in the underlying property as collateral. Given the one-year term, management's estimated loan-to-value at inception, and estimated probability of default, we

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determined that any current expected credit loss would be insignificant. In addition, as of June 30, 2020, we believe that our initial assumptions have not appreciably changed and continue to not record any expected losses.

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 asPrior to June 30, 2019, we had redeemable noncontrolling interests onrelated to the ~~accompanying condensed consolidated balances sheets. Accordingly,~~noncontrolling interest in a joint venture in which we ~~record~~own the ~~carrying amount~~majority interest. The noncontrolling interest holders in the joint venture had the option to redeem their noncontrolling interest through the exercise of put options that were issued at the ~~greater~~initial formation of the ~~initial carrying amount (increased or decreased for the noncontrolling interest’s share of net income or loss~~joint venture. The last exercisable put option lapsed on June 30, 2019, 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~~at that time, all holders of redeemable noncontrolling ~~interest. As of June 30, 2019, all redeemable noncontrolling~~ interests ~~have~~had either converted their interest to OP Units or received cash ~~proceeds due~~proceeds. For the three and six months ended June 30, 2019, we recognized $38 thousand and $66 thousand, respectively, of income related 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~~net income attributable to ~~the~~noncontrolling interests in our accompanying condensed consolidated ~~financial~~ statements ~~for more detail relating to our redeemable noncontrolling interests.~~of operations.

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 June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, we had a 50% interest in one such investment with a carrying value and maximum exposure to risk of ~~$66.7~~$65.1 million and ~~$67.2~~$65.9 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 June 30, ~~2019~~2020 and ~~2018,~~2019, we recognized income of ~~$0.5~~$0.4 million and ~~$0.4~~$0.5 million, respectively. For the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, we recognized income of $0.8 million and $1.0 ~~million.~~

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million, respectively.

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:~~

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.

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 six months ended June 30, 2018, we capitalized approximately $0.9 million and $2.2 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 six months ended June 30, 2018, we recognized approximately $3.4 million and $7.0 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~~adopted, on a modified-retrospective basis, ASU 2016-13, ASU 2018-19, ASU 2019-04 and ASU 2019-05 collectively as of January 1, ~~2020 (the effective date) and do~~2020. The adoption did not ~~anticipate there to be~~have a material ~~impact to~~effect on our ~~consolidated~~ financial statements and related ~~notes based on our ongoing evaluation.~~footnotes. See the "Credit Losses" section above for further details.

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~~adopted ASU 2018-13 as of January 1, 2020 ~~(the~~and as of June 30, 2020 there were no transfers between levels and no Level 3 inputs for the period. Refer to Note 12 - Fair Value of Financial Instruments in the accompanying notes to the condensed consolidated financial statements for more detail relating to our fair value disclosures.

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Recently Issued Accounting Pronouncements

ASU 2020-04, Reference Rate Reform (Topic 848)

In March 2020, the FASB issued ASU 2020-04, which is intended to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Reference rate reform is necessary due to the phase out of LIBOR at the end of 2021. The ASU is optional and provides relief around modification and hedge accounting as it specifically arises from changing reference rates, in addition to optional expedients for cash flow hedges, which the Company has. For information related to the Company's current cash flow hedges, refer to Note 9 - Derivative Financial Instruments and Hedging Activities. The amendment is effective ~~date)~~from March 12, 2020 through December 31, 2022. The Company is evaluating how the transition away from LIBOR will effect the Company and if the guidance in this standard will ~~consider all level inputs but do not~~be adopted, however, if adopted, we do not ~~anticipate there to be~~expect that this ASU will have a material impact ~~to our consolidated financial statements and related notes based~~ on our ~~ongoing evaluation.~~financial statements.

3. Investments in Real Estate

For the six months ended June 30, ~~2019,~~2020, our investments had an aggregate purchase price of ~~$94.1~~$41.7 million. As part of these investments, we incurred approximately ~~$1.2~~$0.2 million of capitalized costs. The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively (in thousands):

The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the six months ended June 30, 2020 and 2019, respectively (in years):


	Six Months Ended June 30,
	2020	2019
Acquired intangible assets	5.4	7.0
Acquired intangible liabilities	3.6	7.1

4. Dispositions and Impairment

During the six months ended June 30, 2020, we sold part of our interest in undeveloped land in Miami, Florida for a gross sales price of $7.6 million, resulting in a net gain of approximately $2.0 million. During the six months ended June 30, 2019, we completed the disposition of 3 MOB's in Hilton Head, South Carolina for a gross sales price of $1.2 million, resulting in a net loss of $37 thousand.

During the six months ended June 30, 2020, and 2019, respectively, we recorded 0 impairment charges after the consideration of the impacts, on a qualitative and quantitative basis, of the ongoing COVID-19 pandemic in our quarterly assessment. As the COVID-19 pandemic continues to develop, we will monitor the performance of our buildings and other assets to determine whether any additional impairment indicators unique to the COVID-19 pandemic are present, including but not limited to, significant prolonged disruption in cash flows, tenant vacancies, or lease modifications, and that would indicate the recoverability of recorded values of these assets may be at risk. Accordingly, we will continue to apply the applicable accounting guidance in our consideration of our ongoing impairment analysis as conditions warrant.

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~~The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the six months ended June 30, 2019 and 2018, respectively (in years):~~

Six Months Ended June 30,
2019 2018
Acquired intangible assets 7.0 8.1
Acquired intangible liabilities 7.1 8.1

During the six months ended June 30, 2019, we recorded no impairment charges. During the six months ended June 30, 2018, we recorded an impairment charge of $4.6 million on two MOBs located in Texas and South Carolina.

5. Intangible Assets and Liabilities

Intangible assets and liabilities consisted of the following as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively (in thousands, except weighted average remaining amortization terms):

June 30, 2019 December 31, 2018
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
Tenant relationships 148,096
9.5 150,440
9.4
Above market leases 36,833
6.2 36,862
6.1
Below market leasehold interests ⁽¹⁾
—

91,759
64.3
634,855
728,485

Accumulated amortization (369,835 ) (355,576 )
Total $ 265,020
9.5 $ 372,909
22.1

Liabilities:
Below market leases $ 62,403
14.5 $ 61,395
14.6
Above market leasehold interests ⁽¹⁾
—

20,610
49.2
62,403
82,005

Accumulated amortization (21,874 ) (20,859 )
Total $ 40,529
14.5 $ 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.


	June 30, 2020					December 31, 2019
	Balance		Weighted Average Remaining Amortization in Years	Balance		Weighted Average Remaining Amortization in Years
Assets:
In place leases	$	483,001	9.6	$	481,173	9.5
Tenant relationships	146,477		9.8	146,893		9.7
Above market leases	37,779		6.0	37,613		6.2
	667,257			665,679
Accumulated amortization	(416,501)			(387,827)
Total	$	250,756	9.4	$	277,852	9.4

Liabilities:
Below market leases	$	66,599	14.4	$	65,966	13.9
Accumulated amortization	(31,523)			(27,187)
Total	$	35,076	14.4	$	38,779	13.9

The following is a summary of the net intangible amortization for the three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively (in thousands):

Rental expense related to above and (below) market leasehold interests ⁽¹⁾

6. Receivables and Other Assets

Receivables and other assets consisted of the following as of June 30, 2020 and December 31, 2019, respectively (in thousands):


	June 30, 2020		December 31, 2019
Tenant receivables, net	$	8,424	$	11,801
Other receivables, net	13,695		13,786
Deferred financing costs, net	3,463		4,325
Deferred leasing costs, net	42,367		36,586
Straight-line rent receivables, net	117,366		107,800
Prepaid expenses, deposits, equipment and other, net	44,000		48,505
Derivative financial instruments - interest rate swaps	124		3,011
Finance ROU asset, net	3,409		3,409
Insurance receivable ⁽¹⁾	1,608		3,817
Held for sale assets	—		3,984
Total	$	234,456	$	237,024

(1) Amount primarily related to an involuntary conversion at one of our properties in 2019 for the total amount of $3.7 million. In May 2020, this amount was adjusted to $2.1 million to reflect the revision in damages incurred and corresponding final agreement amount between HTA and the Company's insurance carrier. Pursuant to applicable accounting guidance, we deemed the receipt of funds from the Company's insurance carrier probable and expect the funds to fully cover, less our immaterial deductible, the damages we experienced. As of June 30, 2020, we had received $0.7 million in insurance

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

~~6. Receivables and Other Assets~~

~~Receivables and other assets consisted of the following as of~~proceeds. Subsequent to June 30, ~~2019 and December 31, 2018, respectively (in thousands):~~

June 30, 2019 December 31, 2018
Tenant receivables, net $ 23,921
$ 14,588
Other receivables, net 16,467
16,078
Deferred financing costs, net 5,187
6,049
Deferred leasing costs, net 33,816
30,731
Straight-line rent receivables, net 101,025
92,973
Prepaid expenses, deposits, equipment and other, net 45,181
61,885
Derivative financial instruments - interest rate swaps 84
1,111
Total $ 225,681
$ 223,415

2020, the Company received the final payment of $1.4 million in insurance proceeds to close out this claim.

The following is a summary of the amortization of deferred leasing costs and financing costs for the three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Amortization expense related to deferred leasing costs	$	2,113	$	1,874	$	4,009	$	4,028
Interest expense related to deferred financing costs	431		431		862		862

Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018
Amortization expense related to deferred leasing costs $ 1,874
$ 1,303
$ 4,028
$ 2,809
Interest expense related to deferred financing costs 431
431
862
862

Lessee - Maturity of Lease Liabilities

The ~~majority~~following table summarizes the future minimum lease obligations of our ~~lease expenses are derived from our ground~~operating 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 agreements 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, 2020 (in thousands):


Year	Operating Leases		Finance Leases
2020	$	5,323	$	21
2021	10,730		124
2022	10,926		124
2023	11,066		125
2024	10,412		125
2025	9,901		128
Thereafter	624,243		9,295
Total undiscounted lease payments	$	682,601	$	9,942
Less: Interest	(484,090)		(6,604)
Present value of lease liabilities	$	198,511	$	3,338

Lessor - Lease Revenues and Maturity of Future Minimum Rents

For the three months ended June 30, 2020 and 2019, we ~~have no new ground leases or corporate leases that have not yet commenced.~~

~~As part~~recognized $176.2 million and $169.9 million, respectively, 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:

The following table summarizes the future minimum rent contractually due ~~to immateriality; and~~

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.


Year	Amount
2020	$	268,495
2021	521,524
2022	465,454
2023	411,921
2024	363,060
2025	314,870
Thereafter	1,207,218
Total	$	3,552,542

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

~~Lessee - Lease Costs~~

~~Lease costs consisted of the following for the three and six months ended June 30, 2019 (in thousands):~~

Three Months Ended Six Months Ended
June 30, 2019 June 30, 2019
Operating lease cost $ 3,066
$ 6,121
Variable lease cost 333
714
Total lease cost $ 3,399
$ 6,835

~~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 June 30, 2019 (weighted average remaining lease term in years):~~



	~~June 30, 2019~~
~~Weighted-average remaining lease term~~	~~47.9~~
~~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 June 30, 2019 under Topic 842 (in thousands):~~

Year Amount
2019 $ 4,963
2020 10,549
2021 10,670
2022 10,842
2023 10,967
2024 10,361
Thereafter 632,016
Total undiscounted lease payments $ 690,368
Less: Interest (489,526 )
Present value of lease liabilities $ 200,842

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 six months ended June 30, 2019, we recognized $169.9 million and $338.4 million, respectively, of rental and other lease-related income related to our operating leases of which $38.2 million and $76.1 million, respectively, were variable lease payments.

~~Table of Contents~~

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

~~The following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of June 30, 2019 under Topic 842 (in thousands):~~

Year Amount
2019 $ 247,608
2020 476,320
2021 428,342
2022 375,494
2023 327,302
2024 282,124
Thereafter 1,110,928
Total $ 3,248,118

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

Debt consisted of the following as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively (in thousands):

June 30, 2019 December 31, 2018
Unsecured revolving credit facility $ 120,000
$ —
Unsecured term loans 500,000
500,000
Unsecured senior notes 1,850,000
1,850,000
Fixed rate mortgages 115,248
211,421
2,585,248
2,561,421
Deferred financing costs, net (12,355 ) (13,741 )
Discount, net (5,885 ) (6,448 )
Total $ 2,567,008
$ 2,541,232


	June 30, 2020		December 31, 2019
Unsecured revolving credit facility	$	264,000	$	100,000
Unsecured term loans	500,000		500,000
Unsecured senior notes	2,050,000		2,050,000
Fixed rate mortgages	17,854		114,060
	$	2,831,854	$	2,764,060
Deferred financing costs, net	(14,974)		(16,255)
Premium, net	1,815		1,970
Total	$	2,818,695	$	2,749,775

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 June 30, ~~2019,~~2020, HTALP had ~~$120.0~~$264.0 million under this unsecured revolving credit facility outstanding and an interest rate of ~~3.49%~~1.19% per ~~annum.~~ 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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~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

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 June 30, ~~2019~~2020 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 June 30, ~~2019,~~2020, 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 June 30, ~~2019~~2020 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 June 30, ~~2019,~~2020, HTALP had $200.0 million under this unsecured term loan outstanding.

$300.0 Million Unsecured Senior Notes due ~~2021~~2023

As of June 30, ~~2019,~~2020, 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 June 30, ~~2019,~~2020, HTALP had $300.0 million of these unsecured senior notes outstanding that mature on April 15, 2023.

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

~~As of June 30,~~In September 2019, ~~HTALP had $350.0~~in connection with the $650.0 million of unsecured senior notes ~~outstanding that~~due 2030 referenced below, HTALP issued $250.0 million as additional unsecured senior notes to the $350.0 million aggregate principal of senior notes issued on July 12, 2016, all of which are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.50% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 103.66% and 99.72%, respectively, of the principal amount thereof, with an effective yield to maturity of 2.89% and 3.53% per ~~annum.~~annum, respectively. As of June 30, ~~2019,~~2020, HTALP had ~~$350.0~~$600.0 million of these unsecured senior notes outstanding that mature on August 1, 2026.

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

$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 June 30, ~~2019,~~2020, HTALP had $500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.

$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 June 30, 2020, HTALP had $650.0 million of these unsecured senior notes outstanding that mature on February 15, 2030.

Fixed Rate Mortgages

As of June 30, ~~2019,~~2020, HTALP and its subsidiaries had fixed rate mortgages with interest rates ranging from 2.85% to ~~4.00%~~3.95% per annum and a weighted average interest rate of ~~3.92%~~3.64% per annum. During the six months ended June 30, ~~2019,~~2020, we repaid $96.2 million of our fixed rate mortgages. As of June 30, ~~2019,~~2020, we had ~~$115.2~~$17.9 million of fixed rate mortgages outstanding.

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

Future Debt Maturities

The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of June 30, ~~2019~~2020 (in thousands):

Year Amount
2019 $ 1,189
2020 97,429
2021 302,504
2022 522,005
2023 612,121
Thereafter 1,050,000
Total $ 2,585,248

Deferred Financing Costs

As of June 30, ~~2019,~~2020, the future amortization of our deferred financing costs is as follows (in thousands):

Year Amount
2019 $ 1,636
2020 2,890
2021 2,717
2022 2,096
2023 1,110
Thereafter 1,906
Total $ 12,355

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 June 30, ~~2019,~~2020, we believe that we were in compliance with all such financial covenants and reporting requirements. In addition, certain of our loan agreements include events of default provisions that we believe are customary for these types of facilities, including restricting us from making dividend distributions to our stockholders in the event we are in default thereunder, except to the extent necessary for us to maintain our REIT status. We have also concluded as of June 30, 2020 we were not aware of non-compliance with any financial or non-financial covenants in light of the ongoing COVID-19 pandemic.

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

9. Derivative Financial Instruments and Hedging Activities

Risk Management Objective of Using Derivative Financial Instruments

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

~~Table of Contents~~

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

Cash Flow Hedges of Interest Rate Risk

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and treasury locks as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for us making fixed rate payments over the life of the agreements without exchange of the underlying notional amount. A treasury lock is a synthetic forward sale of a U.S. treasury note, which is settled in cash based upon the difference between an agreed upon treasury rate and the prevailing treasury rate at settlement. Such treasury locks are entered into to effectively fix the treasury component of an upcoming debt issuance. 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 $6.5 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 June 30, ~~2019,~~2020, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk, 2 of which are forward starting interest rate swaps (in thousands, except number of instruments):

Cash Flow Hedges June 30, 2019
Number of instruments 2
Notional amount $ 155,000

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 June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, 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

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

The 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 six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively (in thousands).:


	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,
Derivatives Cash Flow Hedging Relationships:	2020		2019		Statement of Operations Location	2020		2019
Interest rate swaps	$	(26,453)	$	(51)	Interest expense	$	(727)	$	720

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,
Derivatives Cash Flow Hedging Relationships: 2019 2018 Statement of Operations Location 2019 2018
Interest rate swaps $ (51 ) $ 1,341
Interest expense $ 720
$ 227

~~Tabular Disclosure of Offsetting Derivatives~~

The table below sets forth the net effects of offsetting and net presentation of our derivatives as of June 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
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
June 30, 2019 $ 84
$ —
$ 84
$ —
$ —
$ 84
December 31, 2018 1,111
—
1,111
—
—
1,111

~~Table of Contents~~

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

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.


	Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018				2020		2019		2020		2019
Amortization recorded against rental income related to above and (below) market leases	$	(529	)	$	(246	)	$	(1,020	)	$	(308	)	Amortization recorded against rental income related to above and (below) market leases	$	(751)	$	(529)	$	(2,719)	$	(1,020)
Rental expense related to above and (below) market leasehold interests ⁽¹⁾	—			286			—			563
Amortization expense related to in place leases and tenant relationships	(14,092		)	16,677			28,757			34,325			Amortization expense related to in place leases and tenant relationships	13,438		14,092		29,373		28,757

(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.



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



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



	June 30,
	2019		2018
Cash and cash equivalents	$	23,194	$	26,191
Restricted cash	5,950		13,414
Total cash, cash equivalents and restricted cash	$	29,144	$	39,605



	Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2019
Operating lease cost	$	3,066	$	6,121
Variable lease cost	333		714
Total lease cost	$	3,399	$	6,835


Interest Rate Swaps	June 30, 2020
Number of instruments	9
Notional amount	$	725,000



Cash Flow Hedges	June 30, 2019
Number of instruments	2
Notional amount	$	155,000



	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



	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
June 30, 2019	$	84	$	—	$	84	$	—	$	—	$	84
December 31, 2018	1,111		—		1,111		—		—		1,111



	June 30, 2019			December 31, 2018
Beginning balance	$	6,544		$	6,737
Net income attributable to noncontrolling interests	66			89
Distributions	(141		)	(282		)
Fair value adjustment	(425		)	—
Redemptions	(3,441		)	—
Issuance of OP Units	(2,603		)	—
Ending balance	$	—		$	6,544


	June 30, 2020				June 30, 2019
	Restricted Common Stock	Weighted Average Grant Date Fair Value		Restricted Common Stock	Weighted Average Grant Date Fair Value
Beginning balance	600,987	$	28.04	624,349	$	29.35
Granted	244,531	30.20		295,422	25.87
Vested	(361,150)	28.89		(305,647)	28.49
Forfeited	(10,197)	28.78		(6,423)	28.87
Ending balance	474,171	$	28.49	607,701	$	28.10



www.htareit.com
(Internet address)



	June 30, 2019				June 30, 2018
	Restricted Common Stock		Weighted Average Grant Date Fair Value		Restricted Common Stock		Weighted Average Grant Date Fair Value
Beginning balance	624,349		$	29.35	589,606		$	29.38
Granted	295,422		25.87		323,354		28.86
Vested	(305,647	)	28.49		(219,418	)	28.97
Forfeited	(6,423	)	28.87		(28,611	)	29.59
Ending balance	607,701		$	28.10	664,931		$	29.25



	June 30, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Level 2 - Assets:
Derivative financial instruments	$	84	$	84	$	1,111	$	1,111
Level 2 - Liabilities:
Debt	$	2,567,008	$	2,623,553	$	2,541,232	$	2,508,599


•	~~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~~.


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
April 1, 2020 to April 30, 2020	1,541	$	24.59	—	—
May 1, 2020 to May 31, 2020	—	—		—	—
June 1, 2020 to June 30, 2020	5,151	26.50		—	—

(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.



10.1*3.1			Fourth Amended and Restated Bylaws of Healthcare Trust of America, Inc. ~~Amended~~, dated April 27, 2020 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on April 29, 2020 and ~~Restated 2006 Independent Directors Compensation Plan, effective as of July 9, 2019~~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~~Inline XBRL ~~tags are embedded within the inline XBRL document.~~Instance Document.
101.SCH*			Inline XBRL Taxonomy Extension Schema Document.
101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*			~~Filed herewith.~~
*			Filed herewith.
**			Furnished herewith.



By:		~~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, 2019~~

~~By:~~	/s/ Robert A. Milligan		Chief Financial Officer
		Robert A. Milligan		(Principal Financial Officer and Principal Accounting Officer)
Date:		~~July 24, 2019~~August 7, 2020