UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20212022
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
Commission File Number: 001-35568 (Healthcare Trust of America, Inc.)
Commission File Number: 333-190916 (Healthcare Trust of AmericaRealty Holdings, LP)L.P.)
_________________________ 
HEALTHCARE TRUST OF AMERICA, INC.
HEALTHCARE TRUST OF AMERICAREALTY HOLDINGS, LPL.P.
(Exact name of registrant as specified in its charter)
Maryland(Healthcare Trust of America, Inc.)20-4738467
Delaware(Healthcare Trust of America Holdings, LP)20-4738347
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
16435 N. Scottsdale Road, Suite 320,Scottsdale,Arizona85254(480)998-3478
3310 West End Avenue,3310 West End Avenue,Suite 700Nashville,Tennessee37203(615)269-8175
(Address of Principal Executive Office and Zip Code)(Address of Principal Executive Office and Zip Code)(Registrant’s telephone number, including area code)(Address of Principal Executive Office and Zip Code)(Registrant’s telephone number, including area code)
www.htareit.comwww.healthcarerealty.com
(Internet address)
N/AHealthcare Trust of America Holdings, LP
16435 N. Scottsdale Road, Suite 320
Scottsdale, Arizona 85254
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None.
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueN/AHTAN/ANew York Stock ExchangeN/A

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.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.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 October 28, 2021, there were 220,838,102 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”) as of and for the quarterthree and six months ended SeptemberJune 30, 2021,2022, is reflective of the results of Healthcare Realty Holdings, L.P., a Delaware limited partnership (formerly known as Healthcare Trust of America Holdings, LP, a Delaware limited partnership). “HTALP” refers to both the predecessor entity pre-merger as well as the entity continuing on as the successor entity post-merger, except where specifically noted.
As disclosed in Note 1, Organization and Description of Business, on July 20, 2022, our parent company, Healthcare Trust of America, Inc. (“HTA”), a Maryland corporation and(“Company”) consummated a merger with Healthcare Realty Trust of America Holdings, LPIncorporated, a Maryland corporation (“HTALP”HR”), pursuant to a Delawaredefinitive Agreement and Plan of Merger (the “Merger Agreement”) dated February 28, 2022 (the “Merger”). Any references to the “Combined Company” are to HTA, HTALP, and HR after giving effect to the Merger. Except where noted, the financial statements for the quarter ended June 30, 2022, including but not limited partnership. Unless otherwise indicated to, Management’s Discussion and Analysis of Financial Condition and Results of Operations, forward looking statements, descriptions of the Company, legal structure, employees, management, board of directors, customers, capitalization, risks and uncertainties, plans and objectives, strategy, and portfolio information solely relate to HTA and/or unlessHTALP prior to the context requires otherwise, all referencesconsummation of the Merger without giving specific consideration to the combined entity post-Merger or plans of the Company’s management after the Merger.
For accounting purposes, the Merger is treated as a “reverse acquisition”. Accordingly, HR is considered the accounting acquirer even though HTA was the issuer of the equity interests in thisconnection with the Merger. As a result, upon consummation of the Merger, the historical financial statements of HR became the historical financial statements of the Combined Company, and the acquisition method of accounting will be utilized to recognize the identifiable assets acquired (including identifiable intangible assets) and liabilities assumed (including executory contracts and other commitments) of HTA at fair value at the date of the Merger. Goodwill will be recognized for the difference between the purchase price and the aggregate fair value of the identifiable assets acquired less liabilities assumed. A Quarterly Report on Form 10-Q was filed by the Combined Company concurrently with a Current Report on Form 8-K with respect to “we,” “us,” “our,” “the Company” or “our Company” refer to HTA and HTALP, collectively, and all references to “common stock” shall referperiods ended prior to the Class A common stockMerger that contains the financial statements and other information of HTA.HR as of and for the three and six months ended June 30, 2022. Future periodic reports for periods ending following the Merger will reflect financial and other information of the Combined Company.
Prior to the Merger, HTA operatesoperated as a real estate investment trust (“REIT”) and iswas the general partner of HTALP. As of SeptemberJune 30, 2021,2022, HTA owned a 97.9%98.3% 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 units (“LTIP” Units)LTIP Units”) in HTALP. As the sole general partner of HTALP, HTA hashad 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 operateoperated as an integrated consolidated company.company, and historically, as co-registrants with respect to filings, including periodic reports previously filed on Forms 10-K and 10-Q for periods as of and prior to the quarter ended March 31, 2022. HTA operatesoperated as an umbrella partnership REIT structure in which HTALP and its subsidiaries holdheld substantially all of the assets. HTA’s only material asset iswas its ownership of partnership units of HTALP. As a result, HTA doesdid 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 conductsconducted the operations of the business and issuesissued publicly-traded debt, but hashad no publicly-traded equity. Except for net proceeds from public equity issuances by HTA, which arewere generally contributed to HTALP in exchange for partnership units of HTALP, HTALP generatesgenerated 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”).
Non-controlling interests, stockholders’ equity and partners’ capital are the primary areas of difference between the historical 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 non-controlling 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 11 - Stockholders’ Equity and Partners’ Capital, Note 13 - Per Share Data of HTA, and Note 14 - 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. AlthoughCompany, which generally refers to the combined actions of both HTA and HTALP, even though HTALP (directly or indirectly through one of its subsidiaries) iswas generally the entity that entersentered into contracts, holdsheld assets and issuesissued or incurs debt, managementincurred 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.
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.
2


HEALTHCARE TRUST OF AMERICA, INC. AND
HEALTHCARE TRUST OF AMERICAREALTY HOLDINGS, LPL.P.
TABLE OF CONTENTS
 
 Page
PART I - FINANCIAL INFORMATION
4
Healthcare Trust of America, Inc.
4
5
6
7
98
Healthcare Trust of America Holdings, LP
10
11
12
13
15
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
169
3326
4635
4635
PART II - OTHER INFORMATION
4736
4736
4836
4836
5139





3

Table of Contents
PART I - FINANCIAL INFORMATION

Item 1. 
Financial Statements (Unaudited)
HEALTHCARE TRUST OF AMERICA, INC.REALTY HOLDINGS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per shareunit data)
(Unaudited)
September 30, 2021December 31, 2020June 30, 2022December 31, 2021
ASSETSASSETSASSETS
Real estate investments:Real estate investments:Real estate investments:
LandLand$625,092 $596,269 Land$648,394 $640,382 
Building and improvementsBuilding and improvements6,701,356 6,507,816 Building and improvements6,774,818 6,688,516 
Lease intangiblesLease intangibles506,010 628,621 Lease intangibles382,738 404,714 
Construction in progressConstruction in progress28,878 80,178 Construction in progress15,252 32,685 
7,861,336 7,812,884 7,821,202 7,766,297 
Accumulated depreciation and amortizationAccumulated depreciation and amortization(1,747,354)(1,702,719)Accumulated depreciation and amortization(1,699,546)(1,598,468)
Real estate investments, netReal estate investments, net6,113,982 6,110,165 Real estate investments, net6,121,656 6,167,829 
Assets held for sale, netAssets held for sale, net27,049 — Assets held for sale, net— 27,070 
Investment in unconsolidated joint ventureInvestment in unconsolidated joint venture63,213 64,360 Investment in unconsolidated joint venture62,070 62,834 
Cash and cash equivalentsCash and cash equivalents12,836 115,407 Cash and cash equivalents29,714 52,353 
Restricted cashRestricted cash6,628 3,358 Restricted cash4,559 4,716 
Receivables and other assets, netReceivables and other assets, net314,977 251,728 Receivables and other assets, net360,433 334,941 
Right-of-use assets - operating leases, netRight-of-use assets - operating leases, net227,564 235,223 Right-of-use assets - operating leases, net227,603 229,226 
Other intangibles, netOther intangibles, net9,382 10,451 Other intangibles, net9,315 10,720 
Total assetsTotal assets$6,775,631 $6,790,692 Total assets$6,815,350 $6,889,689 
LIABILITIES AND EQUITY
LIABILITIES AND PARTNERS’ CAPITALLIABILITIES AND PARTNERS’ CAPITAL
Liabilities:Liabilities:Liabilities:
DebtDebt$3,079,190 $3,026,999 Debt$3,094,643 $3,028,122 
Accounts payable and accrued liabilitiesAccounts payable and accrued liabilities178,024 200,358 Accounts payable and accrued liabilities171,673 198,078 
Liabilities of assets held for saleLiabilities of assets held for sale263 — Liabilities of assets held for sale— 262 
Derivative financial instruments - interest rate swapsDerivative financial instruments - interest rate swaps9,377 14,957 Derivative financial instruments - interest rate swaps— 5,069 
Security deposits, prepaid rent and other liabilitiesSecurity deposits, prepaid rent and other liabilities82,852 82,553 Security deposits, prepaid rent and other liabilities82,071 86,225 
Lease liabilities - operating leasesLease liabilities - operating leases195,115 198,367 Lease liabilities - operating leases196,991 196,286 
Intangible liabilities, netIntangible liabilities, net31,473 32,539 Intangible liabilities, net28,671 31,331 
Total liabilitiesTotal liabilities3,576,294 3,555,773 Total liabilities3,574,049 3,545,373 
Commitments and contingenciesCommitments and contingencies00Commitments and contingencies00
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; 220,839,006 and 218,578,012 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively2,208 2,186 
Additional paid-in capital4,973,001 4,916,784 
Accumulated other comprehensive loss(11,327)(16,979)
Cumulative dividends in excess of earnings(1,857,714)(1,727,752)
Total stockholders’ equity3,106,168 3,174,239 
Non-controlling interests93,169 60,680 
Total equity3,199,337 3,234,919 
Total liabilities and equity$6,775,631 $6,790,692 
Partners’ Capital:Partners’ Capital:
Limited partners’ capital, 4,050,493 and 4,142,408 OP Units issued and outstanding as of June 30, 2022 and December 31, 2021, respectivelyLimited partners’ capital, 4,050,493 and 4,142,408 OP Units issued and outstanding as of June 30, 2022 and December 31, 2021, respectively82,369 86,442 
General partners’ capital, 229,072,922 and 228,879,846 OP Units issued and outstanding as of June 30, 2022 and December 31, 2021, respectivelyGeneral partners’ capital, 229,072,922 and 228,879,846 OP Units issued and outstanding as of June 30, 2022 and December 31, 2021, respectively3,158,932 3,257,874 
Total partners’ capitalTotal partners’ capital3,241,301 3,344,316 
Total liabilities and partners’ capitalTotal liabilities and partners’ capital$6,815,350 $6,889,689 
The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Table of Contents


HEALTHCARE TRUST OF AMERICA, INC.REALTY HOLDINGS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per shareunit data)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20212020202120202022202120222021
Revenues:Revenues:Revenues:
Rental incomeRental income$189,832 $187,258 $569,676 $551,459 Rental income$198,284 $188,494 $398,527 $379,844 
Interest and other operating incomeInterest and other operating income1,430 68 1,694 488 Interest and other operating income1,849 121 3,608 264 
Total revenuesTotal revenues191,262 187,326 571,370 551,947 Total revenues200,133 188,615 402,135 380,108 
Expenses:Expenses:Expenses:
RentalRental59,568 57,248 176,556 170,310 Rental63,373 57,409 129,257 116,988 
General and administrativeGeneral and administrative10,765 10,670 32,254 32,348 General and administrative14,243 10,929 26,691 21,489 
Merger-related costsMerger-related costs5,107 — 11,125 — 
TransactionTransaction137 125 299 297 Transaction97 66 241 162 
Depreciation and amortizationDepreciation and amortization76,056 75,892 227,307 228,484 Depreciation and amortization75,051 74,977 150,437 151,251 
Interest expenseInterest expense23,331 23,136 69,450 71,285 Interest expense24,760 23,133 48,700 46,119 
ImpairmentImpairment— — 16,825 — Impairment— 16,825 — 16,825 
Total expensesTotal expenses169,857 167,071 522,691 502,724 Total expenses182,631 183,339 366,451 352,834 
Gain on sale of real estate, net143 — 32,896 1,991 
Gain (loss) on sale of real estate, netGain (loss) on sale of real estate, net— 32,753 (4)32,753 
Loss on extinguishment of debt, netLoss on extinguishment of debt, net— (27,726)— (27,726)Loss on extinguishment of debt, net(3,615)— (3,615)— 
Income from unconsolidated joint ventureIncome from unconsolidated joint venture400 422 1,198 1,223 Income from unconsolidated joint venture401 406 801 798 
Other incomeOther income94 117 401 290 Other income134 304 222 307 
Net income (loss)$22,042 $(6,932)$83,174 $25,001 
Net (income) loss attributable to non-controlling interests
(370)105 (1,461)(438)
Net income (loss) attributable to common stockholders$21,672 $(6,827)$81,713 $24,563 
Earnings per common share - basic:
Net income (loss) attributable to common stockholders$0.10 $(0.03)$0.37 $0.11 
Earnings per common share - diluted:
Net income (loss) attributable to common stockholders$0.10 $(0.03)$0.37 $0.11 
Weighted average common shares outstanding:
Net incomeNet income$14,422 $38,739 $33,088 $61,132 
Net income attributable to non-controlling interestsNet income attributable to non-controlling interests— — — — 
Net income attributable to common unitholdersNet income attributable to common unitholders$14,422 $38,739 $33,088 $61,132 
Earnings per common OP Unit - basic:Earnings per common OP Unit - basic:
Net income attributable to common unitholdersNet income attributable to common unitholders$0.06 $0.17 $0.14 $0.28 
Earnings per common OP Unit - diluted:Earnings per common OP Unit - diluted:
Net income attributable to common unitholdersNet income attributable to common unitholders$0.06 $0.17 $0.14 $0.28 
Weighted average common OP Units outstanding: Weighted average common OP Units outstanding:
BasicBasic218,820 218,549 218,798 217,911 Basic233,125 222,326 233,086 222,297 
DilutedDiluted222,811 218,549 222,470 221,521 Diluted233,125 222,326 233,086 222,297 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5

Table of Contents


HEALTHCARE TRUST OF AMERICA, INC.REALTY HOLDINGS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Net income (loss)$22,042 $(6,932)$83,174 $25,001 
Other comprehensive income (loss)
Change in unrealized gains (losses) on cash flow hedges1,435 2,054 5,750 (23,672)
Total other comprehensive income (loss)1,435 2,054 5,750 (23,672)
Total comprehensive income (loss)23,477 (4,878)88,924 1,329 
Comprehensive income (loss) attributable to non-controlling interests(398)73 (1,559)(59)
Total comprehensive income (loss) attributable to common stockholders$23,079 $(4,805)$87,365 $1,270 
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Net income$14,422 $38,739 $33,088 $61,132 
Other comprehensive income
Change in unrealized gains on cash flow hedges4,085 1,523 12,902 4,315 
Total other comprehensive income4,085 1,523 12,902 4,315 
Total comprehensive income18,507 40,262 45,990 65,447 
Comprehensive income attributable to non-controlling interests— — — — 
Total comprehensive income attributable to common unitholders$18,507 $40,262 $45,990 $65,447 
The accompanying notes are an integral part of these condensed consolidated financial statements.

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Table of Contents
HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(Unaudited)
 Class A Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Cumulative Dividends in Excess of EarningsTotal Stockholders’ EquityNon-controlling InterestsTotal Equity
 SharesAmount
Balance as of December 31, 2019216,453 $2,165 $4,854,042 $4,546 $(1,502,744)$3,358,009 $72,635 $3,430,644 
Issuance of common stock, net1,675 17 50,003 — — 50,020 — 50,020 
Share-based award transactions, net236 2 3,201 — — 3,203 — 3,203 
Repurchase and cancellation of common stock(154)(2)(4,622)— — (4,624)— (4,624)
Redemption of non-controlling interest and other273 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, 2020218,483 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 non-controlling interest and other40 — 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, 2020218,515 2,185 4,912,419 (20,768)(1,609,048)3,284,788 63,976 3,348,764 
Share-based award transactions, net28 1 1,831 — — 1,832 — 1,832 
Repurchase and cancellation of common stock(11)— (296)— — (296)— (296)
Redemption of non-controlling interest and other34 — 813 — — 813 (813)— 
Dividends declared ($0.320) per common share)— — — — (69,938)(69,938)(1,133)(71,071)
Net loss— — — — (6,827)(6,827)(105)(6,932)
Other comprehensive income— — — 2,021 — 2,021 33 2,054 
Balance as of September 30, 2020218,566 $2,186 $4,914,767 $(18,747)$(1,685,813)$3,212,393 $61,958 $3,274,351 


















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Table of Contents
HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Cont’d)
(In thousands)
(Unaudited)
 Class A Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Cumulative Dividends in Excess of EarningsTotal Stockholders’ EquityNon-controlling InterestsTotal Equity
 SharesAmount
Balance as of December 31, 2020218,578 $2,186 $4,916,784 $(16,979)$(1,727,752)$3,174,239 $60,680 $3,234,919 
Issuance of common stock, net— — — — — — — — 
Share-based award transactions, net354 3 3,334 — — 3,337 — 3,337 
Repurchase and cancellation of common stock(119)(1)(3,247)— — (3,248)— (3,248)
Redemption of non-controlling interest and other11 — 255 — — 255 (255)— 
Dividends declared ($0.320) per common share)— — — — (70,023)(70,023)(1,183)(71,206)
Net income— — — — 22,030 22,030 363 22,393 
Other comprehensive income— — — 2,748 — 2,748 44 2,792 
Balance as of March 31, 2021218,824 2,188 4,917,126 (14,231)(1,775,745)3,129,338 59,649 3,188,987 
Share-based award transactions, net(6)— 2,065 — — 2,065 — 2,065 
Repurchase and cancellation of common stock(5)— (129)— — (129)— (129)
Redemption of non-controlling interest and other13 — 291 — — 291 (291)— 
Dividends declared ($0.320) per common share)— — — — (70,019)(70,019)(1,278)(71,297)
Net income— — — — 38,011 38,011 728 38,739 
Other comprehensive income— — — 1,497 — 1,497 26 1,523 
Balance as of June 30, 2021218,826 2,188 4,919,353 (12,734)(1,807,753)3,101,054 58,834 3,159,888 
Issuance of common stock, net2,000 20 53,715 — — 53,735 — 53,735 
Issuance of OP Units in HTALP in connection with acquisitions— — — — — — 35,785 35,785 
Share-based award transactions, net— — (368)— — (368)— (368)
Repurchase and cancellation of common stock— — (12)— — (12)— (12)
Redemption of non-controlling interest and other13 — 313 — — 313 (313)— 
Dividends declared ($0.325) per common share)— — — — (71,633)(71,633)(1,535)(73,168)
Net income— — — — 21,672 21,672 370 22,042 
Other comprehensive income— — — 1,407 — 1,407 28 1,435 
Balance as of September 30, 2021220,839 $2,208 $4,973,001 $(11,327)$(1,857,714)$3,106,168 $93,169 $3,199,337 
The accompanying notes are an integral part of these condensed consolidated financial statements.

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HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended September 30,
 20212020
Cash flows from operating activities:
Net income$83,174 $25,001 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization212,332 211,843 
Share-based compensation expense5,034 7,135 
Income from unconsolidated joint venture(1,198)(1,223)
Distributions from unconsolidated joint venture2,345 2,455 
Impairment16,825 — 
Gain on sale of real estate, net(32,896)(1,991)
Loss on extinguishment of debt, net— 27,726 
Changes in operating assets and liabilities:
Receivables and other assets, net(3,214)3,282 
Accounts payable and accrued liabilities(8,755)(11,787)
Security deposits, prepaid rent and other liabilities(2,029)7,227 
Net cash provided by operating activities271,618 269,668 
Cash flows from investing activities:
Investments in real estate(147,303)(52,553)
Development of real estate(48,482)(49,479)
Proceeds from the sale of real estate67,621 6,420 
Capital expenditures(78,047)(59,016)
Collection of real estate notes receivable15,405 709 
Advances on real estate notes receivable(66,526)(6,000)
Net cash used in investing activities(257,332)(159,919)
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility180,000 1,329,862 
Payments on unsecured revolving credit facility(130,000)(1,429,862)
Proceeds from unsecured senior notes— 793,568 
Payments on unsecured senior notes— (300,000)
Payments on secured mortgage loans— (114,060)
Deferred financing costs— (6,532)
Debt extinguishment costs— (25,938)
Proceeds from issuance of common stock53,735 50,020 
Issuance of OP Units— 1,378 
Repurchase and cancellation of common stock(3,389)(5,094)
Dividends paid(210,047)(205,880)
Distributions paid to non-controlling interest of limited partners(3,886)(3,581)
Net cash (used in) provided by financing activities(113,587)83,881 
Net change in cash, cash equivalents and restricted cash(99,301)193,630 
Cash, cash equivalents and restricted cash - beginning of period118,765 37,616 
Cash, cash equivalents and restricted cash - end of period$19,464 $231,246 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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HEALTHCARE TRUST OF AMERICAREALTY HOLDINGS, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data)
(Unaudited)
September 30, 2021December 31, 2020
ASSETS
Real estate investments:
Land$625,092 $596,269 
Building and improvements6,701,356 6,507,816 
Lease intangibles506,010 628,621 
Construction in progress28,878 80,178 
7,861,336 7,812,884 
Accumulated depreciation and amortization(1,747,354)(1,702,719)
Real estate investments, net6,113,982 6,110,165 
Assets held for sale, net27,049 — 
Investment in unconsolidated joint venture63,213 64,360 
Cash and cash equivalents12,836 115,407 
Restricted cash6,628 3,358 
Receivables and other assets, net314,977 251,728 
Right-of-use assets - operating leases, net227,564 235,223 
Other intangibles, net9,382 10,451 
Total assets$6,775,631 $6,790,692 
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Debt$3,079,190 $3,026,999 
Accounts payable and accrued liabilities178,024 200,358 
Liabilities of assets held for sale263 — 
Derivative financial instruments - interest rate swaps9,377 14,957 
Security deposits, prepaid rent and other liabilities82,852 82,553 
Lease liabilities - operating leases195,115 198,367 
Intangible liabilities, net31,473 32,539 
Total liabilities3,576,294 3,555,773 
Commitments and contingencies00
Partners’ Capital:
Limited partners’ capital, 4,721,627 and 3,519,545 OP Units issued and outstanding as of September 30, 2021 and December 31, 2020, respectively92,899 60,410 
General partners’ capital, 220,839,006 and 218,578,012 OP Units issued and outstanding as of September 30, 2021 and December 31, 2020, respectively3,106,438 3,174,509 
Total partners’ capital3,199,337 3,234,919 
Total liabilities and partners’ capital$6,775,631 $6,790,692 
The accompanying notes are an integral part of these condensed consolidated financial statements.

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per unit data)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Revenues:
Rental income$189,832 $187,258 $569,676 $551,459 
Interest and other operating income1,430 68 1,694 488 
Total revenues191,262 187,326 571,370 551,947 
Expenses:
Rental59,568 57,248 176,556 170,310 
General and administrative10,765 10,670 32,254 32,348 
Transaction137 125 299 297 
Depreciation and amortization76,056 75,892 227,307 228,484 
Interest expense23,331 23,136 69,450 71,285 
Impairment— — 16,825 — 
Total expenses169,857 167,071 522,691 502,724 
Gain on sale of real estate, net143 — 32,896 1,991 
Loss on extinguishment of debt, net— (27,726)— (27,726)
Income from unconsolidated joint venture400 422 1,198 1,223 
Other income94 117 401 290 
Net income (loss)$22,042 $(6,932)$83,174 $25,001 
Net income attributable to non-controlling interests— — — — 
Net income (loss) attributable to common unitholders$22,042 $(6,932)$83,174 $25,001 
Earnings per common OP Unit - basic:
Net income (loss) attributable to common unitholders$0.10 $(0.03)$0.37 $0.11 
Earnings per common OP Unit - diluted:
Net income (loss) attributable to common unitholders$0.10 $(0.03)$0.37 $0.11 
Weighted average common OP Units outstanding: 
Basic222,811 222,101 222,470 221,521 
Diluted222,811 222,101 222,470 221,521 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Net income (loss)$22,042 $(6,932)$83,174 $25,001 
Other comprehensive income (loss)
Change in unrealized gains (losses) on cash flow hedges1,435 2,054 5,750 (23,672)
Total other comprehensive income (loss)1,435 2,054 5,750 (23,672)
Total comprehensive income (loss)23,477 (4,878)88,924 1,329 
Comprehensive income attributable to non-controlling interests— — — — 
Total comprehensive income (loss) attributable to common unitholders$23,477 $(4,878)$88,924 $1,329 
The accompanying notes are an integral part of these condensed consolidated financial statements.

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LPL.P.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL
(In thousands)
(Unaudited)(Unaudited
General Partners’ CapitalLimited Partners’ CapitalTotal Partners’ CapitalGeneral Partners’ CapitalLimited Partners’ CapitalTotal Partners’ Capital
UnitsAmountUnitsAmount UnitsAmountUnitsAmount
Balance as of December 31, 2019216,453 $3,358,279 3,834 $72,365 $3,430,644 
Issuance of general partner OP Units1,675 50,020 — — 50,020 
Balance as of December 31, 2020Balance as of December 31, 2020218,578 $3,174,509 3,520 $60,410 $3,234,919 
Share-based award transactions, netShare-based award transactions, net236 3,203 — — 3,203 Share-based award transactions, net354 3,337 — — 3,337 
Redemption and cancellation of general partner OP UnitsRedemption and cancellation of general partner OP Units(154)(4,624)— — (4,624)Redemption and cancellation of general partner OP Units(119)(3,248)— — (3,248)
Redemption of limited partner OP Units and otherRedemption of limited partner OP Units and other273 6,776 (273)(6,776)— Redemption of limited partner OP Units and other11 255 (11)(255)— 
Distributions declared ($0.315 per common OP Unit)— (68,867)— (1,134)(70,001)
Distributions declared ($0.320 per common OP Unit)Distributions declared ($0.320 per common OP Unit)— (70,023)— (1,183)(71,206)
Net incomeNet income— 17,901 — 307 18,208 Net income— 22,030 — 363 22,393 
Other comprehensive loss— (22,138)— (360)(22,498)
Balance as of March 31, 2020218,483 3,340,550 3,561 64,402 3,404,952 
Other comprehensive incomeOther comprehensive income— 2,748 — 44 2,792 
Balance as of March 31, 2021Balance as of March 31, 2021218,824 3,129,608 3,509 59,379 3,188,987 
Issuance of limited partner OP UnitsIssuance of limited partner OP Units47 1,378 1,378 Issuance of limited partner OP Units— — — 
Share-based award transactions, netShare-based award transactions, net(1)2,100 — — 2,100 Share-based award transactions, net(6)2,065 — — 2,065 
Redemption and cancellation of general partner OP UnitsRedemption and cancellation of general partner OP Units(7)(174)— — (174)Redemption and cancellation of general partner OP Units(5)(129)— — (129)
Redemption of limited partner OP Units and otherRedemption of limited partner OP Units and other40 1,096 (40)(1,096)— Redemption of limited partner OP Units and other13 291 (13)(291)— 
Distributions declared ($0.315 per common OP Unit)— (68,827)— (1,162)(69,989)
Distributions declared ($0.320 per common OP Unit)Distributions declared ($0.320 per common OP Unit)— (70,019)— (1,278)(71,297)
Net incomeNet income— 13,489 — 236 13,725 Net income— 38,011 — 728 38,739 
Other comprehensive lossOther comprehensive loss— (3,176)— (52)(3,228)Other comprehensive loss— 1,497 — 26 1,523 
Balance as of June 30, 2020218,515 3,285,058 3,568 63,706 3,348,764 
Share-based award transactions, net28 1,832 — — 1,832 
Redemption and cancellation of general partner OP Units(11)(296)— — (296)
Redemption of limited partner OP Units and other34 813 (34)(813)— 
Distributions declared ($0.320) per common OP Unit)— (69,938)— (1,133)(71,071)
Net loss— (6,827)— (105)(6,932)
Other comprehensive income— 2,021 — 33 2,054 
Balance as of September 30, 2020218,566 $3,212,663 3,534 $61,688 $3,274,351 
Balance as of June 30, 2021Balance as of June 30, 2021218,826 $3,101,324 3,496 $58,564 $3,159,888 




















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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (Cont’d)
(In thousands)
(Unaudited)
General Partners’ CapitalLimited Partners’ CapitalTotal Partners’ CapitalGeneral Partners’ CapitalLimited Partners’ CapitalTotal Partners’ Capital
UnitsAmountUnitsAmount UnitsAmountUnitsAmount
Balance as of December 31, 2020218,578 $3,174,509 3,520 $60,410 $3,234,919 
Balance as of December 31, 2021Balance as of December 31, 2021228,880 $3,257,874 4,142 $86,442 $3,344,316 
Share-based award transactions, net354 3,337 — — 3,337 
Redemption and cancellation of general partner OP Units(119)(3,248)— — (3,248)
Redemption of limited partner OP Units and other11 255 (11)(255)— 
Distributions declared ($0.320 per common OP Unit)— (70,023)— (1,183)(71,206)
Net income— 22,030 — 363 22,393 
Other comprehensive income— 2,748 — 44 2,792 
Balance as of March 31, 2021218,824 3,129,608 3,509 59,379 3,188,987 
Share-based award transactions, net(6)2,065 — — 2,065 
Redemption and cancellation of general partner OP Units(5)(129)— — (129)
Redemption of limited partner OP Units and other13 291 (13)(291)— 
Distributions declared ($0.320 per common OP Unit)— (70,019)— (1,278)(71,297)
Net income— 38,011 — 728 38,739 
Other comprehensive income— 1,497 — 26 1,523 
Balance as of June 30, 2021218,826 3,101,324 3,496 58,564 3,159,888 
Issuance of general partner units2,000 53,735 — — 53,735 
Issuance of limited partner OP Units in connection with acquisitions— — 1,239 35,785 35,785 
Share-based award transactions, netShare-based award transactions, net— (368)— — (368)Share-based award transactions, net154 2,024 — — 2,024 
Redemption and cancellation of general partner OP UnitsRedemption and cancellation of general partner OP Units— (12)— — (12)Redemption and cancellation of general partner OP Units(50)(1,640)— — (1,640)
Redemption of limited partner OP Units and otherRedemption of limited partner OP Units and other13 313 (13)(313)— Redemption of limited partner OP Units and other92 2,065 (92)(2,065)— 
Distributions declared ($0.325 per common OP Unit)Distributions declared ($0.325 per common OP Unit)— (71,633)— (1,535)(73,168)Distributions declared ($0.325 per common OP Unit)— (74,443)— (1,373)(75,816)
Net incomeNet income— 21,672 — 370 22,042 Net income— 18,315 — 351 18,666 
Other comprehensive incomeOther comprehensive income— 1,407 — 28 1,435 Other comprehensive income— 8,768 — 49 8,817 
Balance as of September 30, 2021220,839 $3,106,438 4,722 $92,899 $3,199,337 
Balance as of March 31, 2022Balance as of March 31, 2022229,076 3,212,963 4,050 83,404 3,296,367 
Share-based award transactions, netShare-based award transactions, net(3)2,191 — — 2,191 
Redemption and cancellation of general partner OP UnitsRedemption and cancellation of general partner OP Units— (4)— — (4)
Distributions declared ($0.325 per common OP Unit)Distributions declared ($0.325 per common OP Unit)— (74,445)— (1,315)(75,760)
Net incomeNet income— 14,168 — 254 14,422 
Other comprehensive incomeOther comprehensive income— 4,059 — 26 4,085 
Balance as of June 30, 2022Balance as of June 30, 2022229,073 $3,158,932 4,050 $82,369 $3,241,301 
The accompanying notes are an integral part of these condensed consolidated financial statements.


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HEALTHCARE TRUST OF AMERICAREALTY HOLDINGS, LPL.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended September 30,Six Months Ended June 30,
20212020 20222021
Cash flows from operating activities:Cash flows from operating activities:Cash flows from operating activities:
Net incomeNet income$83,174 $25,001 Net income$33,088 $61,132 
Adjustments to reconcile net income to net cash provided by operating activities: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 amortizationDepreciation and amortization212,332 211,843 Depreciation and amortization142,174 142,062 
Share-based compensation expenseShare-based compensation expense5,034 7,135 Share-based compensation expense4,216 5,402 
Income from unconsolidated joint ventureIncome from unconsolidated joint venture(1,198)(1,223)Income from unconsolidated joint venture(801)(798)
Distributions from unconsolidated joint ventureDistributions from unconsolidated joint venture2,345 2,455 Distributions from unconsolidated joint venture1,565 1,565 
ImpairmentImpairment16,825 — Impairment— 16,825 
Gain on sale of real estate, net(32,896)(1,991)
Loss (gain) on sale of real estate, netLoss (gain) on sale of real estate, net4 (32,753)
Loss on extinguishment of debt, netLoss on extinguishment of debt, net— 27,726 Loss on extinguishment of debt, net3,615 — 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Receivables and other assets, netReceivables and other assets, net(3,214)3,282 Receivables and other assets, net(8,445)10,540 
Accounts payable and accrued liabilitiesAccounts payable and accrued liabilities(8,755)(11,787)Accounts payable and accrued liabilities(22,188)(8,552)
Security deposits, prepaid rent and other liabilitiesSecurity deposits, prepaid rent and other liabilities(2,029)7,227 Security deposits, prepaid rent and other liabilities(775)(4,496)
Net cash provided by operating activitiesNet cash provided by operating activities271,618 269,668 Net cash provided by operating activities152,453 190,927 
Cash flows from investing activities:Cash flows from investing activities:Cash flows from investing activities:
Investments in real estateInvestments in real estate(147,303)(52,553)Investments in real estate(25,855)(50,628)
Development of real estateDevelopment of real estate(48,482)(49,479)Development of real estate(22,478)(33,983)
Proceeds from the sale of real estateProceeds from the sale of real estate67,621 6,420 Proceeds from the sale of real estate26,791 65,349 
Capital expendituresCapital expenditures(78,047)(59,016)Capital expenditures(54,954)(53,471)
Collection of real estate notes receivableCollection of real estate notes receivable15,405 709 Collection of real estate notes receivable— 15,405 
Loan origination feesLoan origination fees325 — 
Advances on real estate notes receivableAdvances on real estate notes receivable(66,526)(6,000)Advances on real estate notes receivable(3,734)(61,020)
Net cash used in investing activitiesNet cash used in investing activities(257,332)(159,919)Net cash used in investing activities(79,905)(118,348)
Cash flows from financing activities:Cash flows from financing activities:Cash flows from financing activities:
Borrowings on unsecured revolving credit facilityBorrowings on unsecured revolving credit facility180,000 1,329,862 Borrowings on unsecured revolving credit facility150,000 100,000 
Payments on unsecured revolving credit facilityPayments on unsecured revolving credit facility(130,000)(1,429,862)Payments on unsecured revolving credit facility(85,000)(55,000)
Proceeds from unsecured senior notes— 793,568 
Payments from unsecured senior notes— (300,000)
Payments on secured mortgage loans— (114,060)
Deferred financing costsDeferred financing costs— (6,532)Deferred financing costs(7,154)— 
Debt extinguishment costs— (25,938)
Proceeds from issuance of general partner units53,735 50,020 
Issuance of OP Units— 1,378 
Repurchase and cancellation of general partner unitsRepurchase and cancellation of general partner units(3,389)(5,094)Repurchase and cancellation of general partner units(1,646)(3,377)
Distributions paid to general partnerDistributions paid to general partner(210,047)(205,880)Distributions paid to general partner(148,826)(140,022)
Distributions paid to limited partners and redeemable non-controlling interestsDistributions paid to limited partners and redeemable non-controlling interests(3,886)(3,581)Distributions paid to limited partners and redeemable non-controlling interests(2,718)(2,607)
Net cash (used in) provided by financing activities(113,587)83,881 
Net cash used in financing activitiesNet cash used in financing activities(95,344)(101,006)
Net change in cash, cash equivalents and restricted cashNet change in cash, cash equivalents and restricted cash(99,301)193,630 Net change in cash, cash equivalents and restricted cash(22,796)(28,427)
Cash, cash equivalents and restricted cash - beginning of periodCash, cash equivalents and restricted cash - beginning of period118,765 37,616 Cash, cash equivalents and restricted cash - beginning of period57,069 118,765 
Cash, cash equivalents and restricted cash - end of periodCash, cash equivalents and restricted cash - end of period$19,464 $231,246 Cash, cash equivalents and restricted cash - end of period$34,273 $90,338 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICAREALTY HOLDINGS, LP L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unless otherwise indicated or unless the context requires otherwise the use of the words “the Company”, “we,” “us,” or “our” refers to Healthcare Trust of America, Inc.HTA and Healthcare Trust of America Holdings, LP,HTALP, collectively. Refer to the “Explanatory Note” preceding these financial statements for further information on the relationship between these entities.
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.Code of 1986, as amended.
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 32 states within the United States, and we lease space to tenants primarily consisting of health systems, research and academic institutions, and various sized physician practices.  Through our 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.
Merger with Healthcare Realty Trust Incorporated
On July 20, 2022, HTA, HTALP, of which HTA is the sole general partner, HR Acquisition 2, LLC, a Maryland limited liability company and a direct, wholly owned subsidiary of HTA (“Merger Sub”), consummated a Merger with Healthcare Realty Trust Incorporated, a Maryland corporation (“HR”), pursuant to a definitive Agreement and Plan of Merger (the “Merger Agreement”) dated February 28, 2022, which was unanimously approved by the boards of directors of HTA and HR. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into HR, with HR surviving the Merger (the “Merger”) and where HTALP became Healthcare Realty Holdings, L.P as the successor entity.
Pursuant to the terms in the Merger Agreement, each outstanding share of Common Stock, $0.01 par value per share, of HR (“HR Common Stock”) was converted into the right to receive 1.0 (the “Exchange Ratio”) share of Class A Common Stock, $0.01 par value per share, of HTA (“Company Common Stock” and, such consideration, the “Merger Consideration”). Pursuant to the closing of the Merger and the other transactions contemplated therein, the holders of shares of Company Common Stock and OP Units issued and outstanding on July 19, 2022 received a special distribution in the amount of $4.82 in cash per share of Company Common Stock and OP Units held on such date (the “Special Distribution Payment”).
Except where noted, the condensed consolidated financial statements for the quarter ended June 30, 2022, descriptions of HTA and HTALP, legal structure, employees, management, board of directors, customers, capitalization, risks and uncertainties, plans and objectives, strategy, and portfolio information solely relate to the Company prior to the consummation of the Merger without giving specific consideration to the combined entity post-Merger or plans of the Company’s management after the Merger. Refer to the “Explanatory Note” in the forepart of this Quarterly Report for further explanation of the description of the Company, relationship between HTA and HTALP, and the current and historical presentation of the financial statements and notes thereto contained herein.
COVID-19 Pandemic
On March 11, 2020 the novel coronavirus disease (“COVID-19”) was declared a pandemic by the World Health Organization. As the virus continued to spread throughout the United States and other countries across the world, Federal, state and local governments took various actions including the issuance of “stay-at-home” orders, social distancing guidelines and ordering the temporary closure of non-essential businesses to limit the spread of COVID-19. While many businesses have reopened and vaccinations are becoming more widely available to the general population, the economic uncertainty created by the COVID-19 pandemic continuecontinues to present risks to the Company and the future results of our operations. Although we did not experience significant disruptions from the COVID-19 pandemic during the ninesix months ended SeptemberJune 30, 2021,2022, should current and planned measures, including further development and delivery of vaccines and other measures intended to reduce or eliminate the spread of COVID-19, past and/or proposed economic stimulus, and other laws, acts and orders proposed or enacted by these various governmental agencies ultimately not be successful or limited in their efficacy, our business and the broader real estate industry may experience significant adverse consequences. These consequences include loss of revenues, increased expenses, increased costs of materials, difficulty in maintaining an active workforce, and constraints on our ability to secure capital or financing, among other factors.
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HEALTHCARE REALTY HOLDINGS, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
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. .
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Interim 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 (i) do not include all information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements, and (ii) 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 20202021 Annual Report on Form 10-K.
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 partnershippartnership’s subsidiaries not owned by us are presented as non-controlling interests on the accompanying condensed consolidated balance sheets and statements of operations, condensed consolidated statements of comprehensive income, and condensed consolidated statements of equity and changes in partners’ capital. Holders of OP Units are considered to be non-controlling 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 non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity. As of Septemberboth June 30, 20212022 and December 31, 2020,2021, there were approximately 4.74.1 million and 3.5 million, respectively, of OP Units issued and outstanding held by non-controlling interest holders.parties other than our sole general partner, HTA.
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.
In addition, from time to time, the Company acquires properties using a like-kind exchange structure pursuant to Section 1031 of the Internal Revenue Code (a “1031 exchange”) and, as such, the proceeds from a property or portfolio disposition are in the possession of an Exchange Accommodation Titleholder (“EAT”) until the 1031 exchange is completed. The EAT is classified as a VIE as it is a “thinly capitalized” entity. The Company consolidates the EAT because we are the primary beneficiary as we have the ability to control the activities that most significantly impact the EAT’s economic performance and can close out the 1031 exchange structure at any time. As of September 30, 2021, the Company had 1 such entity where the 1031 exchange had not completed. We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above.
Use of Estimates
The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent asset and liabilities. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in adverse ways, and those estimates could be different under different assumptions or conditions.
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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 typically comprised of: (i) reserve accounts for property taxes, insurance, capital and tenant improvements; (ii) collateral accounts for debt and interest rate swaps; (iii) 1031 exchange funds; and (iv) deposits for future investments.
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HEALTHCARE REALTY HOLDINGS, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
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):
September 30,June 30,
2021202020222021
Cash and cash equivalentsCash and cash equivalents$12,836 $227,138 Cash and cash equivalents$29,714 $19,796 
Restricted cashRestricted cash6,628 4,108 Restricted cash4,559 70,542 
Total cash, cash equivalents and restricted cashTotal cash, cash equivalents and restricted cash$19,464 $231,246 Total cash, cash equivalents and restricted cash$34,273 $90,338 
Revenue Recognition
Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between rental income recognized and amounts contractually due under the lease agreements are recorded as straight-line rent receivables. Tenant reimbursements, which is comprised of additional amounts recoverable from tenants for real estate taxes, common area maintenance and other certain operating expenses are recognized as revenue on a gross basis in the period in which the related recoverable expenses are incurred.  We accrue revenue corresponding to these expenses on a quarterly basis to adjust recorded amounts to our best estimate of the final annual amounts to be billed. Subsequent to year-end, on a calendar year basis, we perform reconciliations on a lease-by-lease basis and bill or credit each tenant for any differences between the estimated expenses we billed and the actual expenses that were incurred. We recognize lease termination fees when there is a signed termination letter agreement, all of the conditions of the agreement have been met, and the tenant is no longer occupying the property. Rental income is reported net of amortization of inducements.
The revenue recognition process is based on a five-step model to account for revenue arising from contracts with customers as outlined in ASC Topic 606.606 - Revenue from Contracts with Customers. 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 ASC Topic 842.842 - Lessors - Certain Leases with Variable Lease Payments (“Topic 842”).
Investments in Real Estate
Depreciation expense of buildings and improvements for the three months ended SeptemberJune 30, 2022 and 2021 and 2020 was $62.0$62.3 million and $59.2$60.7 million, respectively. Depreciation expense of buildings and improvements for the ninesix months ended SeptemberJune 30, 2022 and 2021 and 2020 was $183.8$124.6 million and $176.4$121.9 million, respectively.
Leases
As a lessor, we lease space in our MOBs primarily to medical enterprises for terms generally ranging from three to seven years in length. The assets underlying these leases consist of buildings and associated land which are included as real estate investments on our accompanying condensed consolidated balance sheets. All of our leases for which we are the lessor are classified as operating leases under Topic 842.
Leases, for which we are the lessee, are classified as separate components on our accompanying condensed consolidated balance sheets. Operating leases are included as right-of-use (“ROU”) assets - operating leases, net, with a corresponding lease liability. Financing lease assets are included in receivables and other assets, net, with a corresponding lease liability in security deposits, prepaid rent and other liabilities. A lease liability is recognized for our obligation related to the lease and an ROU asset represents our right to use the underlying asset over the lease term. Refer to Note 7 - Leases in the accompanying notes to the condensed consolidated financial statements for more detail relating to our leases.
Through the duration of the coronavirus (“COVID-19”) pandemic, changes to our leases as a result of COVID-19 have been in two categories. Leases are categorized based upon the impact of the modification on its cash flows. One category is rent deferrals for which the guidance provided by the Lease Modification Q&A issued by the Financial Accounting Standards Board (“FASB”) in April 2020 was utilized, which provided relief from requiring a lease by lease analysis pursuant to Topic 842. These deferrals are generally for up to three months of rent with a payback period from three to twelve months once the deferral period has ended. Deferrals do not have an impact on cash flows over the lease term, rather, payments are made in different periods while the cash flows for the entirety of the lease term are the same. However, we have continued to recognize revenue and straight line revenue for amounts subject to deferral agreements in accordance with Topic 842. In 2020, which is the period that we believe constituted the majority of our COVID-related deferral requests, we approved deferral plans totaling approximately $11.1 million, of which approximately $10.8 million have been repaid through September 30, 2021.
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The second category is early renewals, where the Company renewed lease arrangements prior to their contractual expirations, providing concessions at the commencement of the lease in exchange for additional term, which additional term averages approximately three years. This category is treated as a modification under Topic 842, with the existing balance of the cumulative difference between rental income and payment amounts (existing straight line rent receivable) being recast over the new term, factoring in any changes attributable to the new lease arrangement and for which we performed a lease by lease analysis. Cash flows are impacted over the long term as customary free rent, at an average of three months in conjunction with these agreements, and is offset by more term and/or increased rental rates. For the nine months ended September 30, 2021, the Company has entered into very few new deferral arrangements or early renewal leases with substantive amounts of free rent or other forms of concessions at the onset of the lease term.
The Lease Modification Q&A had no material impact on our condensed consolidated financial statements as of and for the nine months ended September 30, 2021, however, its future impact to us is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by us at the time of entering into any such concessions.

Real Estate Held for Sale
We consider properties held for sale once management commits to a plan to sell the property and has determined that the sale is probable and expected to occur within one year. Upon classification as held for sale, we record the property at the lower of its carrying amount or fair value, less costs to sell, and cease depreciation and amortization. The fair value is generally based on a discounted cash flow analysis, which involves management's best estimate of market participants' holding periods, market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements. As of SeptemberJune 30, 2021 we classified a single-tenant MOB located in the greater Atlanta, Georgia market as real estate held for sale on the accompanying condensed consolidated balance sheets. As of December 31, 2020,2022, the Company had no properties classified as held for sale. The following table representsAs of December 31, 2021, the major classes of assets and liabilities, and the balance sheet classificationCompany had 1 property classified as of September 30, 2021 (in thousands):
September 30, 2021
Land$2,401 
Buildings and Improvements27,408 
Lease intangibles4,769 
34,578 
Accumulated depreciation and amortization(8,148)
Real estate assets held for sale, net26,430 
Receivables and other assets, net619 
Assets held for sale, net$27,049 
Security deposits, prepaid rent & other liabilities$1 
Intangible liabilities, net262 
Liabilities of assets held for sale$263 

held for sale.
Real Estate Notes Receivable
Real estate notes receivable consists of mezzanine and other real estate loans, which are generally collateralized by a pledge of the borrower’s ownership interest in the respective real estate owner and/or corporate guarantees. Real estate notes receivable are intended to be held-to-maturity and are recorded at amortized cost, net of unamortized loan origination costs and
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HEALTHCARE REALTY HOLDINGS, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
fees and allowance for credit losses. As of June 30, 2022, real estate notes receivable, net totaled $75.9 million. During the six months ended June 30, 2022, we recognized interest income of $3.2 million related to real estate notes receivable.

The following table summarizes real estate notes receivable as of June 30, 2022 (in thousands):
Stated Interest RateMaximum Loan CommitmentOutstanding Loan Amount
Origination DateMaturity DateJune 30, 2022
Mezzanine Loans - Texas (1)
6/24/20216/24/20248 %$54,119 $53,756 
Mezzanine Loan - North Carolina12/22/202112/22/20248 %6,000 6,000 
Mortgage Loan - Texas6/30/20217/1/202210 %15,000 15,000 
Construction Loan - Florida5/17/20222/27/20266 %65,000 1,464 
76,220 
Accrued interest receivable311 
Unamortized fees and costs(659)
Unearned revenue— 
$75,872 
(1) Interest on these mezzanine loans is accrued and funded utilizing interest reserves, which is included in the maximum loan commitment, and such accrued interest is added to the note receivable balance.
Pursuant to ASC Topic 326 - Financial Instruments - Credit Losses (“Topic 326”), we adopted a policy to evaluate current expected credit losses at the inception of loans qualifying for treatment under Topic 326. We utilize a probability of default method approach for estimating current expected credit losses and have determined that the current risk of credit loss is remote. Accordingly, we have recorded no reserve for credit loss as of SeptemberJune 30, 2021.2022.
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 SeptemberJune 30, 20212022 and December 31, 2020,2021, we had a 50% interest in one such investment with a carrying value and maximum exposure to risk of $63.2$62.1 million and $64.4$62.8 million, respectively, which is recorded in investment in unconsolidated joint venture on the accompanying condensed
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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 each of the three months ended SeptemberJune 30, 20212022 and 2020,2021, we recognized income of $0.4 million. For each of the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, we recognized income of $1.2$0.8 million.
Recently Issued or Adopted Accounting Pronouncements
Recently Adopted Accounting Pronouncements
S-X Rule 13-01ASU 2021-05, Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments
In March 2020,July 2021, the SECFASB issued ASU 2021-05, which amends the lease classification requirements for lessors when classifying and accounting for a lease with variable lease payments that do not depend on a reference index or a rate. The update provides criteria, that if met, the lease would be classified and accounted for as an operating lease. The update is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We adopted amendments to Rule 3-10ASU 2021-05 effective as of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities.January 1, 2022. The rule became effective on January 4, 2021, at which time we adopted S-X Rule 13-01. The adoption of this standard did not have a material effectimpact on our financial statements and related footnotes.statements.
Recently Issued Accounting Pronouncements
ASU 2021-01, Reference Rate Reform (Topic 848)
In January 2021, the FASB issued ASU 2021-01, which amends the scope of ASU 2020-04. The amendments of ASU 2021-01 clarify that certain optional expedients and exceptions to Topic 848 for contract modification and hedge accounting apply to derivatives that are affected by the discounting transition. For information related to the Company's current cash flow hedges, refer to Note 9 - Derivative Financial Instruments and Hedging Activities. The amendments are elective and effective immediately for contract modifications made through December 31, 2022. The Company is evaluating how the transition away from LIBOR will effect the Company and if the guidance with respect to this standard will be adopted, however, if adopted, weWe do not expect that this ASU will have a material impact on our financial statements.
ASU 2021-05, Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments
In July 2021, the FASB issued ASU 2021-05, which amends the lease classification requirements for lessors when classifying and accounting for a lease with variable lease payments that do not depend on a reference index or a rate. The update provides criteria, that if met, the lease would be classified and accounted for as an operating lease. The update is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. At this time, the Company does not expect that the adoption
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HEALTHCARE REALTY HOLDINGS, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
3. Investments in Real Estate
For the ninesix months ended SeptemberJune 30, 2021,2022, our investments had an aggregate purchase price of $189.2$25.7 million. As part of these investments, we incurred approximately $1.0$0.2 million of capitalized costs. As part of 2 of our acquisitions, we issued to the sellers 1.2 million OP Units with a market value at the time of issuance of approximately $35.8 million. The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively (in thousands):
Nine Months Ended September 30,
20212020
Land$35,237 $2,817 
Building and improvements135,881 45,610 
In place leases15,294 4,651 
Below market leases(3,204)(762)
Above market leases1,252 479 
ROU assets(1,372)(242)
Net real estate assets acquired183,088 52,553 
Other, net6,153 334 
Aggregate purchase price$189,241 $52,887 
Subsequent to September 30, 2021, we completed investments with an aggregate purchase price of $65.7 million. The
purchase price of these investments were subject to certain post-closing adjustments. Due to the recent timing of the
acquisition of these investments, we have not completed our purchase price allocation with respect to these investments and,
therefore, cannot provide disclosures at this time similar to those contained above in Note 3 - Investments in Real Estate to our
condensed consolidated financial statements.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Six Months Ended June 30,
20222021
Land$3,812 $1,093 
Building and improvements19,761 45,629 
In place leases2,121 5,291 
Below market leases(28)(79)
Above market leases— 66 
ROU assets— (1,372)
Net real estate assets acquired25,666 50,628 
Other, net— 2,397 
Aggregate purchase price$25,666 $53,025 
The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively (in years):
Nine Months Ended September 30,Six Months Ended June 30,
2021202020222021
Acquired intangible assetsAcquired intangible assets6.25.1Acquired intangible assets4.24.2
Acquired intangible liabilitiesAcquired intangible liabilities9.33.4Acquired intangible liabilities4.15.7

4. Dispositions and Impairment
Dispositions
During the ninesix months ended SeptemberJune 30, 2021,2022, we completedclosed the dispositionsale of 14a tenant purchase option on 1 of our MOBs located in one or more of Tennessee, Virginia and MinnesotaGeorgia for a gross sales price of $68.1$26.8 million, in addition to the sale of our interestresulting in a land parcel on whichnet loss to us of approximately 4000 dollars. During the ground lessee exercised its purchase optionsix months ended June 30, 2021, we sold a 13 property portfolio with locations in Tennessee and Virginia for a gross sales price of $1.8$67.5 million, resulting in a net gain to us of approximately $32.9 million. During the nine months ended September 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 to us of approximately $2.0 million.
Subsequent to September 30, 2021, we completed the disposition of 1 MOB located in Ohio for a gross sales price of $20.2$32.8 million.
Impairment
During the ninethree and six months ended SeptemberJune 30, 2022, we recorded no impairment charges. During the three and six months ended June 30, 2021, we recorded impairment charges of $16.8 million on 2 properties, for which the holding period was revised by the Company to be less than the previously estimated useful life, one of which was sold as of September 30, 2021.life. The estimated fair value as of September 30, 2021 for the remaining MOB wasvalues were based on thea purchase price set forth in anoption and a pending sales agreement, both of which were executed purchase option. We recorded no impairment charges during the nine months ended Septembersubsequent to June 30, 2020.2021.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICAREALTY HOLDINGS, LP L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
5. Intangible Assets and Liabilities
Intangible assets and liabilities consisted of the following as of SeptemberJune 30, 20212022 and December 31, 2020,2021, respectively (in thousands, except with respect to the weighted average remaining amortization terms):
September 30, 2021December 31, 2020June 30, 2022December 31, 2021
BalanceWeighted Average Remaining
Amortization in Years		BalanceWeighted Average Remaining
Amortization in Years		BalanceWeighted Average Remaining
Amortization in Years		BalanceWeighted Average Remaining
Amortization in Years
Assets:Assets:Assets:
In place leasesIn place leases$366,987 9.5$483,779 9.7In place leases$334,807 9.3$349,863 9.3
Tenant relationshipsTenant relationships139,023 10.6144,842 10.0Tenant relationships47,931 10.954,851 10.8
Above market leasesAbove market leases20,027 6.337,876 5.8Above market leases20,548 6.821,537 6.9
526,037 666,497 403,286 426,251 
Accumulated amortizationAccumulated amortization(311,014)(427,937)Accumulated amortization(210,279)(213,801)
TotalTotal$215,023 9.4$238,560 9.6Total$193,007 9.3$212,450 9.3
Liabilities:Liabilities:Liabilities:
Below market leasesBelow market leases$64,643 14.5$61,896 14.6Below market leases$53,695 14.6$55,073 14.3
Accumulated amortizationAccumulated amortization(33,170)(29,357)Accumulated amortization(25,024)(23,742)
TotalTotal$31,473 14.5$32,539 14.6Total$28,671 14.6$31,331 14.3
The following is a summary of the net intangible amortization for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20212020202120202022202120222021
Amortization recorded against rental income related to above and (below) market leasesAmortization recorded against rental income related to above and (below) market leases$(694)$(712)$(1,927)$(3,431)Amortization recorded against rental income related to above and (below) market leases$(634)$(641)$(1,283)$(1,233)
Amortization expense related to in place leases and tenant relationshipsAmortization expense related to in place leases and tenant relationships11,123 13,230 34,350 42,603 Amortization expense related to in place leases and tenant relationships9,843 11,340 20,159 23,227 

6. Receivables and Other Assets
Receivables and other assets consisted of the following as of SeptemberJune 30, 20212022 and December 31, 2020,2021, respectively (in thousands):
September 30, 2021December 31, 2020June 30, 2022December 31, 2021
Tenant receivables, netTenant receivables, net$7,460 $17,717 Tenant receivables, net$10,131 $10,477 
Other receivables, netOther receivables, net6,106 6,243 Other receivables, net10,335 6,098 
Deferred financing costs, netDeferred financing costs, net1,293 2,586 Deferred financing costs, net7,697 7,055 
Deferred leasing costs, netDeferred leasing costs, net42,678 43,234 Deferred leasing costs, net48,418 45,008 
Straight-line rent receivables, netStraight-line rent receivables, net138,162 128,070 Straight-line rent receivables, net149,602 142,604 
Prepaid expenses, deposits, equipment and other, netPrepaid expenses, deposits, equipment and other, net51,240 46,114 Prepaid expenses, deposits, equipment and other, net34,549 38,301 
Derivative financial instruments - interest rate swapsDerivative financial instruments - interest rate swaps7,721 — 
Real estate notes receivable, netReal estate notes receivable, net53,111 — Real estate notes receivable, net75,872 69,114 
Finance ROU asset, netFinance ROU asset, net14,927 7,764 Finance ROU asset, net16,108 16,284 
TotalTotal$314,977 $251,728 Total$360,433 $334,941 

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICAREALTY HOLDINGS, LP L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following is a summary of the amortization of deferred leasing costs and financing costs for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20212020202120202022202120222021
Amortization expense related to deferred leasing costsAmortization expense related to deferred leasing costs$2,190 $2,389 $6,617 $6,398 Amortization expense related to deferred leasing costs$2,296 $2,204 $4,523 $4,427 
Interest expense related to deferred financing costsInterest expense related to deferred financing costs431 431 1,293 1,293 Interest expense related to deferred financing costs1,560 431 2,913 862 

7. Leases
For the three and six months ended SeptemberJune 30, 2021, no2022, we added 1 new ground leases have commenced.lease that commenced in June 2022. Based on our analysis, we concluded that its classification was an operating lease.
Lessee - Maturity of Lease Liabilities
The following table summarizes the future minimum lease obligations of our operating and finance leases as of SeptemberJune 30, 20212022 (in thousands):
YearYearOperating LeasesFinance LeasesYearOperating LeasesFinance Leases
2021$2,658 $138 
2022202210,797 558 2022$5,378 $316 
2023202310,934 563 202310,884 635 
2024202410,277 568 202410,411 640 
202520259,764 573 20259,899 645 
202620269,766 583 20269,901 656 
202720279,886 668 
ThereafterThereafter606,467 35,906 Thereafter591,325 36,856 
Total undiscounted lease paymentsTotal undiscounted lease payments$660,663 $38,889 Total undiscounted lease payments$647,684 $40,416 
Less: InterestLess: Interest(465,548)(23,434)Less: Interest(450,693)(23,506)
Present value of lease liabilitiesPresent value of lease liabilities$195,115 $15,455 Present value of lease liabilities$196,991 $16,910 
Lessor - Lease Revenues and Maturity of Future Minimum Rents
For the three months ended SeptemberJune 30, 20212022 and 2020,2021, we recognized $190.6$198.0 million and $186.3$187.4 million, respectively, of rental and other lease-related income related to our operating leases, of which $43.5$47.4 million and $42.7$42.2 million, respectively, were variable lease payments. For the ninesix months ended SeptemberJune 30, 2021,2022 and 2020,2021, we recognized $568.4$397.3 million and $546.8$377.8 million, respectively, of rental and other lease-related income related to our operating leases, of which $130.8$95.5 million and $127.3$87.3 million, respectively, were variable lease payments.
The following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of SeptemberJune 30, 20212022 (in thousands):
YearAmount
2021$140,940 
2022550,592 
2023496,597 
2024439,632 
2025383,815 
2026334,464 
Thereafter1,220,794 
Total$3,566,834 

YearAmount
2022$290,284 
2023551,493 
2024495,354 
2025436,400 
2026388,471 
2027318,837 
Thereafter1,345,024 
Total$3,825,863 
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICAREALTY HOLDINGS, LP L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
8. Debt
Debt consisted of the following as of SeptemberJune 30, 20212022 and December 31, 2020,2021, respectively (in thousands):
September 30, 2021December 31, 2020June 30, 2022December 31, 2021
Unsecured revolving credit facilityUnsecured revolving credit facility$50,000 $— Unsecured revolving credit facility$65,000 $— 
Unsecured term loansUnsecured term loans500,000 500,000 Unsecured term loans500,000 500,000 
Unsecured senior notesUnsecured senior notes2,550,000 2,550,000 Unsecured senior notes2,550,000 2,550,000 
Fixed rate mortgagesFixed rate mortgages— — Fixed rate mortgages— — 
$3,100,000 $3,050,000 $3,115,000 $3,050,000 
Deferred financing costs, netDeferred financing costs, net(16,921)(19,157)Deferred financing costs, net(16,426)(17,975)
Premium, net(3,889)(3,844)
Discount, netDiscount, net(3,931)(3,903)
TotalTotal$3,079,190 $3,026,999 Total$3,094,643 $3,028,122 
Unsecured Credit Agreement
Unsecured Revolving Credit Facility due 2022
Our amended and restated $1.3 billion unsecured credit agreement (the “Unsecured Credit Agreement”) includes an unsecured revolving credit facility of $1.0 billion and an unsecured term loan of $300.0 million. 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 if so increased. The unsecured revolving credit agreement and unsecured term loan had original maturities of June 30, 2022 and February 1, 2023, respectively. Subsequent to September 30, 2021, the Unsecured Credit Agreement was amended and restated in its entirety, by the Third Amended and Restated Revolving Credit and Term Loan Agreement referenced below, extending maturities to October 31, 2025.2025
Borrowings under the unsecured revolving credit facility accrue interest at a rate equal to adjusted LIBOR, plus a margin ranging from 0.83% to 1.55% per annum based on our credit rating. We also pay a facility fee ranging from 0.13% to 0.30% per annum on the aggregate commitments under the unsecured revolving credit facility. As of September 30, 2021, we had $50.0 million outstanding under this unsecured revolving credit facility at an interest rate of 1.13% per annum.The margin associated with our borrowings was 1.00% per annum and the facility fee was 0.20% per annum.
Unsecured Term Loan due 2023
Under the Unsecured Credit Agreement as noted above, we have a $300.0 million unsecured term loan, guaranteed by HTA. Borrowings under this unsecured term loan accrue interest equal to adjusted LIBOR, plus a margin ranging from 0.90% to 1.75% per annum based on our credit rating. The margin associated with our borrowings as of September 30, 2021 was 1.10% per annum. We have interest rate swaps hedging the floating interest rate, which resulted in a fixed rate of 2.52% per annum, based on our current credit rating. As of September 30, 2021, we had $300.0 million under this unsecured term loan outstanding.
Third Amended and Restated Revolving Credit and Term Loan Agreement
On October 6, 2021, we entered into a third amended and restated revolving credit and term loan agreement (the “Credit Agreement”), which includes an unsecured revolving credit facility in an aggregate maximum principal amount of $1.0 billion (the “Revolver”) and a term loan facility in an aggregate maximum principal amount of $300.0 million (the “Term Loan”). The Credit Agreement amends and restates, in its entirety, the Unsecured Credit Agreement referenced above and extendsextended the maturities of the unsecured revolving credit facility and the unsecured term loan to October 31, 2025. 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 Revolver will bear interest at a per annum rate equal to LIBOR plus a margin ranging from 0.725% to 1.60%1.40% based on our credit rating. We are also required to pay a facility fee on the aggregate commitments under the Revolver at a per annum rate ranging from 0.125% to 0.30% based on our credit rating. We incurred financing costs of $6.2 million in relation to the credit facility, which are being amortized through the maturity date. As of June 30, 2022, we had $65.0 million outstanding under this unsecured revolving credit facility. The                                                 marginassociated with our borrowings was 0.85% per annum and the facility fee was 0.20% per annum. All amounts outstanding under the Revolver were fully repaid on July 20, 2022 as part of the Merger.
Unsecured Term Loan due 2025
Under the Unsecured Credit Agreement as noted above, we have a $300.0 million unsecured term loan, guaranteed by HTA, with a maturity date of October 31, 2025. Borrowings under the Term Loan willthis unsecured term loan bear interest at a per annum rate equal to LIBOR, plus a margin ranging from 0.80% to 1.60% per annum based on our credit rating. AccruedThe margin associated with our borrowings as of June 30, 2022 was 0.95% per annum. We incurred financing costs of $1.8 million in relation to the unsecured term loan, which are being amortized through the maturity date. We have interest rate swaps hedging the floating interest rate, which resulted in a fixed rate of 2.37% per annum, based on our current credit rating. The current hedging arrangement matures on February 1, 2023. As of June 30, 2022, we had $300.0 million under this unsecured term loan outstanding.
Unsecured Term Loan Agreement due 2023
On May 13, 2022, we entered into a new $1.125 billion term loan agreement (the “Term Loan Agreement”) which includes an unsecured term loan facility in an aggregate principal amount not to exceed $1.125 billion (the “Term Loan Facility”). The Term Loan Facility is scheduled to mature on May 13, 2023. We have the right to extend the maturity date to May 13, 2024, pursuant to the Term Loan Agreement. Borrowings under the Credit AgreementTerm Loan Facility will bear interest at either the “Base Rate” or the “Adjusted Term SOFR Rate” upon our request as follows; (i) The Base Rate is payable quarterlyequal to the greatest of the prime rate plus 1/2 of 1%, and at maturity. The Credit Agreement also provides for borrowing at a baserate based on the Federal Reserve Bank of New York’s secured overnight term loan financing rate plus 1%, plus in any case a margin ranging from 0.00% to 0.40% with respect0.600% per annum based on our credit rating or (ii) The “Adjusted Term SOFR Rate” is equal to a rate based on the Revolver and a baseFederal Reserve Bank of New York’s secured overnight term loan financing rate plus 0.10%, plus a margin of 0.00%ranging from 0.800% to 0.60% with respect to the Term Loan, each1.600% per annum based on our credit rating. The Credit Agreement includes customary LIBOR replacement terms and contains a sustainability-linked feature,We incurred financing costs of $1.8 million in relation to the Term Loan Facility, which allows for a reduction in pricing upon our realizationare being amortized through the maturity date. On July 14, 2022, the full amount of certain sustainability ratings. The otherthe Term Loan Facility to fund the Special Distribution Payment pursuant to the terms of the CreditMerger Agreement prior to the amendment thereof remain substantially unchanged.with HR was drawn.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
$200.0 Million Unsecured Term Loan due 2024
In 2018, HTALP entered into a modification of our $200.0 million unsecured term loan previously due in 2023. The modification decreased pricing at our current credit rating by 65 basis points and extended the maturity date to January 15, 2024. The other material terms of the unsecured term loan prior to the modification remained substantially unchanged. 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 SeptemberJune 30, 20212022 was 1.00% per annum. We haveHTALP had interest rate swaps hedgingon the floating index rate,balance, which resulted in a fixed interest rate at 2.32% per annum, based on our current credit rating.annum. As of SeptemberJune 30, 2021,2022, we had $200.0 million under this unsecured term loan outstanding. This loan matures on January 15, 2024.
$600.0 Million Unsecured Senior Notes due 2026
In September 2019, in connection with the $650.0 million unsecured senior notes 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, and bear interest at 3.50% per annum which is 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, respectively. As of SeptemberJune 30, 2021,2022, we had $600.0 million of these unsecured senior notes outstanding that mature on August 1, 2026.
$500.0 Million Unsecured Senior Notes due 2027
In 2017, HTALP issued $500.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, and bear interest at 3.75% per annum which is 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 SeptemberJune 30, 2021,2022, we 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, and bear interest at 3.10% per annum which is 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. Proceeds from the issuance of $900.0 million of these notes were used, in part, to redeem a total of $700.0 million of unsecured senior notes. As of SeptemberJune 30, 2021, we2022, HTALP had $650.0 million of these unsecured senior notes outstanding that mature on February 15, 2030.
$800.0 million Unsecured Senior Notes due 2031
In September 2020, HTALP issued $800.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, and bear interest at 2.00% per annum which is payable semi-annually. Additionally, these unsecured senior notes were offered at 99.20% of the principal amount thereof, with an effective yield to maturity of 2.09% per annum. We incurred financing costs of $6.8 million in relation to this transaction, which are being amortized through the maturity date. Proceeds from the issuance of these unsecured notes were used, in part, to redeem $300.0 million of unsecured senior notes. As of SeptemberJune 30, 2021,2022, we had $800.0 million of these unsecured senior notes outstanding that mature on March 15, 2031.
Future Debt Maturities
The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of SeptemberJune 30, 20212022 (in thousands):
YearYearAmountYearAmount
2021$— 
2022202250,000 2022$— 
20232023300,000 2023— 
20242024200,000 2024200,000 
20252025— 2025365,000 
20262026600,000 
ThereafterThereafter2,550,000 Thereafter1,950,000 
TotalTotal$3,100,000 Total$3,115,000 
Deferred Financing Costs
In February 2022, as part of the $1.7 billion bridge financing commitment secured in connection with the Merger, we incurred commitment fees of approximately $5.4 million. In May 2022, this financing commitment was replaced with a $1.125 billion unsecured Term Loan Facility (see above for more details of this transaction) with the remaining unamortized
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Deferred Financing Costscommitment fees written off, causing a loss on extinguishment of debt of $3.6 million. With the new Term Loan Facility we incurred approximately $1.8 million in financing costs, which will be amortized through the expiration date of May 13, 2023.
As of SeptemberJune 30, 2021,2022, the future amortization of our deferred financing costs is as follows (in thousands):
YearYearAmountYearAmount
2021$831 
202220222,985 2022$1,554 
202320232,489 20233,107 
202420242,096 20242,725 
202520252,084 20252,604 
202620261,839 
ThereafterThereafter6,436 Thereafter4,597 
TotalTotal$16,921 Total$16,426 

Debt Covenants
We are required by the terms of our applicable loan agreements to meet various affirmative and negative covenants that we believe are customary for these types of facilities, such as limitations on the incurrence of debt by us and our subsidiaries that own unencumbered assets, limitations on the nature of HTALP’s business, and limitations on distributions by HTALP and its subsidiaries that own unencumbered assets. Our loan agreements also impose various financial covenants on us, such as a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a minimum tangible net worth covenant, a maximum ratio of unsecured indebtedness to unencumbered asset value, rent coverage ratios and a minimum ratio of unencumbered Net Operating Income to unsecured interest expense. As of SeptemberJune 30, 2021,2022, 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 SeptemberJune 30, 2021,2022, that we were not aware of non-compliance with any of our financial or non-financial covenants in light of the ongoing COVID-19 pandemic.
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.
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 an 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.
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 $6.6$5.6 million will be reclassified from other comprehensive income in the accompanying condensed consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying condensed consolidated statements of operations.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
As of SeptemberJune 30, 2021,2022, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):
Interest Rate SwapsSeptemberJune 30, 20212022
Number of instruments7 
Notional amount$500,000 

The table below presents the fair value of our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated balance sheets as of SeptemberJune 30, 20212022 and December 31, 2020,2021, respectively (in thousands):
Asset DerivativesLiability Derivatives Asset DerivativesLiability Derivatives
Fair Value at:Fair Value at: Fair Value at:Fair Value at:
Derivatives Designated as Hedging Instruments:Derivatives Designated as Hedging Instruments:Balance Sheet
Location		September 30, 2021December 31, 2020Balance Sheet
Location		September 30, 2021December 31, 2020Derivatives Designated as Hedging Instruments:Balance Sheet
Location		June 30, 2022December 31, 2021Balance Sheet
Location		June 30, 2022December 31, 2021
Interest rate swapsInterest rate swapsReceivables and other assets$— $— Derivative financial instruments$9,377 $14,957 Interest rate swapsReceivables and other assets$7,721 $— Derivative financial instruments$— $5,069 
The table below presents the gain or loss recognized on our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated statements of operations for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
Effect of Derivative InstrumentsEffect of Derivative InstrumentsLocation in Statement of Operations and Comprehensive Income (Loss)2021202020212020Effect of Derivative InstrumentsLocation in Statement of Operations and Comprehensive Income (Loss)2022202120222021
Gain (loss) recognized in OCIGain (loss) recognized in OCIChange in unrealized losses on cash flow hedges$(273)$521 $740 $(25,932)Gain (loss) recognized in OCIChange in unrealized losses on cash flow hedges$3,255 $(150)$10,473 $1,013 
Gain (loss) reclassified from accumulated OCI into incomeGain (loss) reclassified from accumulated OCI into incomeInterest expense(1,708)(1,533)(5,010)(2,260)Gain (loss) reclassified from accumulated OCI into incomeInterest expense(830)(1,673)(2,429)(3,302)

Credit Risk Related Contingent Features
We have agreements with each of our derivative counterparties that contain a provision that if we default on any of our indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations.
We also have agreements with each of our derivative counterparties that incorporate provisions from our indebtedness with a lender affiliate of the derivative counterparty requiring it to maintain certain minimum financial covenant ratios on our indebtedness. Failure to comply with the covenant provisions would result in us being in default on any derivative instrument obligations covered by these agreements.
As of SeptemberJune 30, 2021,2022, the fair value of derivatives in a net liabilityan asset position, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was $9.6$7.8 million. As of SeptemberJune 30, 2021,2022, we have not posted any collateral related to these agreements and we were not in breach of any of the provisions of these agreements. If we had breached any of the provisions of these agreements, we could have been required to settle our obligations, if any, under these agreements.
10. Commitments and Contingencies
Litigation
We engage in litigation from time to time with various parties as a routine part of our business, including tenant defaults. However, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
10. Commitments and Contingencies
Litigation
NaN purported stockholders of HTA filed actions in the United States District Court for the Southern District of New York captioned Stein v. Healthcare Trust of America, Inc., Case No. No. 1:22cv-03703 (S.D.N.Y.), and Tiso v. Healthcare Trust of America, Inc., Case No. 1:22CV03804 (S.D.N.Y.), alleging that the Registration Statement on Form S-4 filed by the Company with the SEC on May 2, 2022, which included the Preliminary Proxy Statement, was materially incomplete, false or misleading in certain respects, thereby allegedly violating Sections 14(a) and 20(a) of the Exchange Act (15 U.S.C. § § 78n(a), 78t(a)), and SEC Rule 14a-9 (17 C.F.R. § 240.14a-9) or 17 C.F.R. § 244.100 promulgated thereunder. In addition, a purported shareholder filed an action in the United States District Court for the Eastern District of New York, captioned Johnson v. Healthcare Trust of America, Inc., Case No. 1:22-cv-03692 (E.D.N.Y.), which generally alleged that the Definitive Proxy Statement filed by HR on June 10, 2022 failed to disclose material information in connection with the Merger and that, as a result, the Definitive Proxy Statement is materially misleading in violation of Section 14(a) and Section 20(a) of the Exchange Act. These three actions collectively are referred to as the “Complaints”.

Each of the Complaints had sought, among other things, to enjoin the Company and HR from consummating the Merger or, in the alternative, rescission of the Merger or damages. Although the Company believed that the claims asserted in the Complaints were without merit and that no supplemental disclosure was required under applicable law, in order to avoid the risk of the above actions delaying or adversely affecting the Merger, to alleviate the costs, risks and uncertainties inherent in litigation, to provide additional information to its stockholders, and without admitting any liability or wrongdoing, the Company voluntarily supplemented the Definitive Proxy Statement, and these Complaints have since been settled.

Additional lawsuits may be filed against us, our Board of Directors, and/or other parties to the Merger in connection with the transactions contemplated by the Merger Agreement.

In addition, we are, from time to time, also subject to claims and litigation arising in the ordinary course of business with respect to tenant litigation and threatened or asserted labor matters.

We do not believe liability from any reasonably foreseeable disposition of the aforementioned claims and litigation, individually or in the aggregate, would have a material effect on our consolidated financial position, results of operations or cash flows.
Environmental Matters
We routinely monitor our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our condensed consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability at our properties that we believe would require additional disclosure or the recording of a loss contingency.
Unfunded Loan Commitments
Unfunded loan commitments include amounts undrawn on mezzanine loans. As of September 30, 2021, unfunded loan commitments totaled $15.4 million.
Other
Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In our opinion, these matters are not expected to have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows.
11. Stockholders’ Equity and Partners’ Capital
HTALP’s operating partnership agreement provides that it will distribute cash flow from operations and net sale proceeds to its partners in accordance with their overall ownership interests at such times and in such amounts as the general partner thereof determines. Dividend distributions are made such that a holder of 1 OP Unit in HTALP will receive distributions from HTALP in an amount equal to the dividend distributions paid to the holder of one share of our common stock. In addition, for each share of common stock issued or redeemed by HTA, HTALP issues or redeems a corresponding number of OP Units.
Common Stock OfferingsDistributions
In March 2021, we entered into equity distribution agreements with various sales agents with respect to our at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $750.0 million, which replaced our prior ATM offering program that expired in February 2021. As of September 30, 2021, $750.0 million remained available for issuance by us under our current ATM.
During the nine months ended September 30, 2021, we issued 2.0 million shares of our common stock under our prior ATM program for net proceeds of approximately $53.7 million, adjusted for costs to borrow, equating to a net price to us of $26.87 per share of common stock.
Additionally, we have 3 outstanding forward sale arrangements pursuant to forward equity agreements under our prior ATM program, with total anticipated net proceeds of $218.8 million based on an average initial forward price of $29.49, subject to adjustments as provided in the forward equity agreements. All 3 of the arrangements have been extended and mature on December 31, 2021. Refer to Note 13 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreements.
Stock Repurchase Plan
In September 2020, our Board of Directors approved the reactivation of a stock repurchase plan authorizing us to purchase up to $300.0 million of our common stock from time to time prior to the expiration thereof on September 22, 2023. As of September 30, 2021, the remaining amount of common stock available for repurchase under our stock repurchase plan was $300.0 million.
Common Stock Dividends
See our accompanying condensed consolidated statements of equity and condensed statementsstatement of changes in partners’ capital for the dividendsdistributions declared during the three and ninesix months ended SeptemberJune 30, 20212022 and 2020.2021. As of SeptemberJune 30, 2021,2022, declared, but unpaid, dividendsdistributions totaling $73.3$75.8 million were included in accounts payable and accrued liabilities. On November 4, 2021, ourJuly 1, 2022, HTA’s Board of Directors announced a pro-rata quarterly cash dividend of $0.325$0.029 per share of common stock and per OP Unit to be paid on January 11,July 19, 2022 to stockholders and unitholders of record on January 4,July 14, 2022. On July 6, 2022, HTA’s Board of Directors announced a special distribution of $4.82 per share of common stock and per OP Unit pursuant to the Merger Agreement to be paid on July 27, 2022 to stockholders and unitholders of record on July 19, 2022.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Incentive Plan
On April 29, 2021, our Board of Directors approved and adopted the Amended and Restated 2006HTA’s Incentive Plan (the “Plan”), which was approved by our Stockholders on July 7, 2021 at our Annual Meeting of Stockholders. The Plan permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by ourHTA’s Board of Directors andDirectors. This Plan authorizes usHTA to grant awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; and other stock-based awards, including units in HTALP; and cash-based awards. TheSubject to adjustment as provided in the Plan, the aggregate number of awards reserved and available for issuance under the Plan is 10,000,000 shares. As of SeptemberJune 30, 2021,2022, there were 9,854,7219,647,839 awards available for grant under the Plan.
Restricted Common Stock
We recognized compensation expense, equal to the fair market value of HTA’s stock on the grant date, over the service period which is generally three to four years. For the three and ninesix months ended SeptemberJune 30, 2022, we recognized compensation expense of $2.2 million and $4.2 million, respectively. For the three and six months ended June 30, 2021, we recognized compensation expense of $0.3$2.1 million and $5.0 million, respectively. For the three and nine months ended September 30, 2020, we recognized compensation expense of $1.8 million and $7.1$5.4 million, respectively. Substantially all compensation expense was recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.
As of SeptemberJune 30, 2021,2022, we had $8.3$6.2 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.71.6 years.
The following is a summary of our restricted common stock activity as of SeptemberJune 30, 2022 and 2021, and 2020, respectively:
September 30, 2021September 30, 2020June 30, 2022June 30, 2021
Restricted Common StockWeighted
Average Grant
Date Fair Value		Restricted Common StockWeighted
Average Grant
Date Fair Value		Restricted Common StockWeighted
Average Grant
Date Fair Value		Restricted Common StockWeighted
Average Grant
Date Fair Value
Beginning balanceBeginning balance436,399 $28.27 600,987 $28.04 Beginning balance529,862 $28.83 436,399 $28.27 
GrantedGranted499,567 27.63 273,503 29.83 Granted158,543 30.81 354,288 26.62 
VestedVested(295,494)27.48 (420,863)28.95 Vested(124,407)27.37 (270,099)27.48 
ForfeitedForfeited(152,087)27.31 (11,398)28.88 Forfeited(7,690)29.58 (6,767)28.87 
Ending balanceEnding balance488,385 $28.39 442,229 $28.26 Ending balance556,308 $29.71 513,821 $27.54 

As of July 20, 2022, pursuant to the terms of the Merger Agreement, all unvested equity awards were fully vested, less any shares cancelled as required for statutory tax withholding purposes.
12. Fair Value of Financial Instruments
Financial Instruments Reported at Fair Value - Recurring
The table below presents the carrying amounts and fair values of our financial instruments on a recurring basis as of SeptemberJune 30, 20212022 and December 31, 2020,2021, respectively (in thousands):
September 30, 2021December 31, 2020June 30, 2022December 31, 2021
Carrying AmountFair ValueCarrying AmountFair ValueCarrying AmountFair ValueCarrying AmountFair Value
Level 2 - Assets:Level 2 - Assets:Level 2 - Assets:
Real estate notes receivable, netReal estate notes receivable, net$53,111 $53,083 $— $— Real estate notes receivable, net$75,872 $72,377 $69,114 $68,476 
Derivative financial instrumentsDerivative financial instruments— — — — Derivative financial instruments7,721 7,721 — — 
Level 2 - Liabilities:Level 2 - Liabilities:Level 2 - Liabilities:
Derivative financial instrumentsDerivative financial instruments$9,377 $9,377 $14,957 $14,957 Derivative financial instruments$— $— $5,069 $5,069 
DebtDebt3,079,190 3,211,226 3,026,999 3,258,573 Debt3,094,643 2,797,099 3,028,122 3,117,602 
The carrying amounts of cash and cash equivalents, tenant and other receivables, restricted cash, accounts payable, and accrued liabilities approximate fair value. Fair values for real estate notes receivable are estimated based on rates currently prevailing for similar instrumentsThere have been no transfers of similar maturities and are based primarily on Level 2 inputs.assets or liabilities between levels. We will record any such transfers at the end of the reporting period in which a change of event occurs that results in a transfer. Although we have determined that the majority of the inputs used to value our cash flow hedges fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our cash flow hedge positions and have determined that the credit valuation adjustments are not significant to their overall valuation. As a result, we have determined that our cash flow hedge valuations in their entirety are classified in Level 2 of the fair value hierarchy.  For further discussion of the assumptions considered, refer to Note 2 - Summary of Significant Accounting Policies.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICAREALTY HOLDINGS, LP L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Financial Instruments Reported at Fair Value - Non-Recurring
We also have assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. This category generally includes assets subject to impairment. We estimate fair value relating to impairment assessments based upon discounted cash flow and direct capitalization models that include all projected cash inflows and outflows over a specific holding period, or the contractual sales price, if applicable. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based on market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed. Based on these inputs, we determined that our valuation of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy. For assets for which the estimated fair value was based on contractual sales prices, we determined that our valuation was classified within Level 2 of the fair value hierarchy. As of June 30, 2022 we had no assets subject to impairment.
The table below presents our assets measured at fair value on a non-recurring basis as of SeptemberJune 30, 20212022 and December 31, 20202021 (in thousands):
SeptemberJune 30, 20212022December 31, 20202021
Fair ValueFair Value
Level 2 - Assets:
MOB Real estate investment
(1)$— $26,768 
Level 3 - Assets:
Real estate investments$—$4,970 
(1) During the nine months ended September 30, 2021, we recognized $16.8 million of impairment charges to the carrying value of 2 MOBs, one of which was sold as of September 30, 2021. The estimated fair value as of September 30, 2021 for the remaining MOB was based on the purchase price set forth in an executed purchase option, less estimated closing costs.
13. Per Share Data of HTA
During the nine months ended September 30, 2021, we issued 2.0 million shares of our common stock under our ATM for net proceeds of approximately $53.7 million, adjusted for costs to borrow equating to a net price to us of $26.87 per share of common stock.
Additionally, we have 3 outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $218.8 million, based on an average initial forward price of $29.49, subject to adjustments as provided in the forward equity agreements. All 3 of the arrangements have been extended and mature on December 31, 2021.
To account for the forward equity agreements, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward equity agreements were not liabilities as they did not embody obligations to repurchase our shares of common stock nor did they embody obligations to issue a variable number of shares for which the monetary value was predominately fixed, varying with something other than the fair value of the shares, or varying inversely in relation to the fair value of our shares. We also evaluated whether the agreements met the derivatives and hedging guidance scope exception to be accounted for as equity instruments and concluded that the agreements can be classified as an equity contract based on the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to our own common stock.
In addition, we considered the potential dilution resulting from the forward equity agreements mentioned above on our earnings per common share calculations. We use the treasury method to determine the dilution resulting from the forward equity agreements during the period of time prior to settlement. The impact to our weighted-average shares - diluted was anti-dilutive in nature and, thus, approximately 96,000 and 324,000 shares were excluded from the calculation for the three and nine months ended September 30, 2021. For the three and nine months ended September 30, 2020, the impact to our weighted-average shares - diluted was anti-dilutive in nature and, thus, approximately 1.1 million and 0.8 million shares, respectively, were excluded from the calculation.
We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method. The resulting classes are our common stock and restricted stock. Our forward equity agreements are not considered a participating security and, therefore, are not included in the computation of earnings per share using the two-class method. For the three and nine months ended September 30, 2021 and 2020, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three and nine months ended September 30, 2021 and 2020, respectively (in thousands, except per share data):
 Three Months Ended September 30,Nine Months Ended September 30,
 2021202020212020
Numerator:
Net income (loss)$22,042 $(6,932)$83,174 $25,001 
Net loss (income) attributable to non-controlling interests(370)105 (1,461)(438)
Net income (loss) attributable to common stockholders$21,672 $(6,827)$81,713 $24,563 
Denominator:
Weighted average shares outstanding - basic218,820 218,549 218,798 217,911 
Dilutive shares - OP Units convertible into common stock3,991 — 3,672 3,610 
Adjusted weighted average shares outstanding - diluted222,811 218,549 222,470 221,521 
Earnings per common share - basic
Net income (loss) attributable to common stockholders$0.10 $(0.03)$0.37 $0.11 
Earnings per common share - diluted
Net income (loss) attributable to common stockholders$0.10 $(0.03)$0.37 $0.11 

14. Per Unit Data of HTALP
During the nine months ended September 30, 2021, we issued 2.0 million shares of our common stock under our ATM for net proceeds of approximately $53.7 million, adjusted for costs to borrow equating to a net price to us of $26.87 per share of common stock.
Additionally, we have 3 outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $218.8 million, based on an average initial forward price of $29.49, subject to adjustments as provided in the forward equity agreements. All 3 of the arrangements have been extended and mature on December 31, 2021. Refer to Note 13 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreements executed in 2019 and March 2020.
The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively (in thousands, except per unit data):
 Three Months Ended September 30,Nine Months Ended September 30,
 2021202020212020
Numerator:
Net income (loss)$22,042 $(6,932)$83,174 $25,001 
Net income attributable to non-controlling interests— — — — 
Net income (loss) attributable to common unitholders$22,042 $(6,932)$83,174 $25,001 
Denominator:
Weighted average OP Units outstanding - basic222,811 222,101 222,470 221,521 
Dilutive units - OP Units convertible into common units— — — — 
Adjusted weighted average units outstanding - diluted222,811 222,101 222,470 221,521 
Earnings per common unit - basic:
Net income (loss) attributable to common unitholders$0.10 $(0.03)$0.37 $0.11 
Earnings per common unit - diluted:
Net income (loss) attributable to common unitholders$0.10 $(0.03)$0.37 $0.11 

 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Numerator:
Net income$14,422 $38,739 $33,088 $61,132 
Net income attributable to non-controlling interests— — — — 
Net income attributable to common unitholders$14,422 $38,739 $33,088 $61,132 
Denominator:
Weighted average OP Units outstanding - basic233,125 222,326 233,086 222,297 
Dilutive units - OP Units convertible into common units— — — — 
Adjusted weighted average units outstanding - diluted233,125 222,326 233,086 222,297 
Earnings per common unit - basic:
Net income attributable to common unitholders$0.06 $0.17 $0.14 $0.28 
Earnings per common unit - diluted:
Net income attributable to common unitholders$0.06 $0.17 $0.14 $0.28 
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICAREALTY HOLDINGS, LP L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
15.14. Supplemental Cash Flow Information
The following is the supplemental cash flow information for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively (in thousands):
Nine Months Ended September 30,Six Months Ended June 30,
2021202020222021
Supplemental Disclosure of Cash Flow Information:Supplemental Disclosure of Cash Flow Information:Supplemental Disclosure of Cash Flow Information:
Interest paid, net of capitalized interestInterest paid, net of capitalized interest$79,119 $81,889 Interest paid, net of capitalized interest$50,284 $39,827 
Cash paid for operating leasesCash paid for operating leases10,968 8,922 Cash paid for operating leases7,609 7,942 
Supplemental Disclosure of Noncash Investing and Financing Activities:Supplemental Disclosure of Noncash Investing and Financing Activities:Supplemental Disclosure of Noncash Investing and Financing Activities:
Accrued capital expendituresAccrued capital expenditures$15,600 $13,139 Accrued capital expenditures$6,244 $13,065 
Dividend distributions declared, but not paid73,307 71,072 
Distributions declared, but not paidDistributions declared, but not paid75,765 71,302 
Issuance of OP Units in HTALP in connection with acquisitions35,785 — 
Redemption of non-controlling interest859 8,685 
ROU assets obtained in exchange for lease obligationsROU assets obtained in exchange for lease obligations7,353 696 ROU assets obtained in exchange for lease obligations705 7,683 


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HEALTHCARE REALTY HOLDINGS, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Note 15. Subsequent Events
On July 20, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of February 28, 2022 (the “Merger Agreement”), by and among Healthcare Realty Trust Incorporated, a Maryland corporation (now known as HRTI, LLC, a Maryland limited liability company) (“Legacy HR”), Healthcare Trust of America, Inc., a Maryland corporation (now known as Healthcare Realty Trust Incorporated) (“Legacy HTA”), Healthcare Trust of America Holdings, LP, a Delaware limited partnership (now known as Healthcare Realty Holdings, L.P.) (the “OP”), and HR Acquisition 2, LLC, a Maryland limited liability company (“Merger Sub”). Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into Legacy HR, with Legacy HR continuing as the surviving entity and a wholly-owned subsidiary of Legacy HTA (the “Merger”). Immediately following the Merger, Legacy HR converted to a Maryland limited liability company and changed its name to “HRTI, LLC” and Legacy HTA changed its name to “Healthcare Realty Trust Incorporated”. Legacy HR became a part of an umbrella partnership REIT (“UPREIT”) structure, which is intended to align the corporate structure of the combined company after giving effect to the Merger and the UPREIT reorganization (the “Combined Company”) and to provide a platform for the Combined Company to more efficiently acquire properties in a tax-deferred manner. The Combined Company operates under the name “Healthcare Realty Trust Incorporated” and its shares of class A common stock, $0.01 par value per share, trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “HR”.
The following are subsequent events of the Combined Company, including those events related to the Merger which have relevance to the OP (and correspondingly, HTALP) pre-Merger.
Executive Officers and Directors
The executive officers of Legacy HR immediately preceding the Merger serve as the executive officers of the Combined Company. The board of directors of the Combined Company is comprised of all nine directors from Legacy HR’s board and four directors from Legacy HTA’s board.
Exchange Offer
In connection with the Merger, HTALP offered to exchange all validly tendered and accepted notes of each series previously issued by Legacy HR (the “Old HR Notes”) for (i) up to $250,000,000 of 3.875% Senior Notes due 2025 (the “2025 Notes”), (ii) up to $300,000,000 of 3.625% Senior Notes due 2028 (the “2028 Notes”), (iii) up to $300,000,000 of 2.400% Senior Notes due 2030 (the “2030 Notes”) and (iv) up to $300,000,000 of 2.050% Senior Notes due 2031 to be issued by the OP (the “2031 Notes” and, collectively, the “New HR Notes”) and solicited consents from holders of the Old HR Notes to amend the indenture governing the Old HR Notes to eliminate substantially all of the restrictive covenants in such indenture (the “Exchange Offers”). The New HR Notes were issued pursuant to an indenture dated July 22, 2022, among the OP, Legacy HTA and U.S. Bank Trust Company, National Association, as trustee, as supplemented by the first supplemental indenture, dated as of July 22, 2022, the second supplemental indenture, dated as of July 22, 2022, the third supplemental indenture, dated as of July 22, 2022 and the fourth supplemental indenture, dated as of July 22, 2022. Legacy HTA guaranteed the New HR Notes pursuant to (i) a guarantee of the 2025 Notes, (ii) a guarantee of the 2028 Notes, (iii) a guarantee of the 2030 Notes, and (iv) a guarantee of the 2031 Notes, each dated July 22, 2022. Legacy HTA and the OP filed a registration statement on Form S-4 (File No. 333-265593) relating to the issuance of the New HR Notes with the Securities and Exchange Commission (the “SEC”) on June 14, 2022, which was declared effective by the SEC on June 28, 2022. The following sets forth the results of the Exchange Offers:

Series of Old HR NotesTenders and Consents Received as of the Expiration DatePercentage of Total Outstanding Principal Amount of Such Series of Old HR Notes
3.875 %Senior Notes due 2025$235,016,00094.01 %
3.625 %Senior Notes due 2028$290,246,00096.75 %
2.400 %Senior Notes due 2030$297,507,00099.17 %
2.050 %Senior Notes due 2031$298,858,00099.62 %

Credit Facilities
In connection with the effectiveness of the Merger, Legacy HR (in a limited capacity), Legacy HTA and the OP entered into the Fourth Amended and Restated Credit and Term Loan Agreement (the “Credit Facility”) with Wells Fargo Bank, National Association, as Administrative Agent; Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., and Citibank, N.A., as Joint Book Runners; Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., U.S. Bank National Association, Citibank, N.A., The Bank of Nova Scotia, Capital One, National Association, U.S. Bank National Association, and PNC Capital Markets LLC, as Joint Lead Arrangers; and the other lenders named therein. The Credit Facility restructures the parties’ existing bank
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HEALTHCARE REALTY HOLDINGS, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
facilities and adds additional borrowing capacities for the Combined Company following the Merger. The OP is the borrower under the Credit Facility (in such capacity, the “Borrower”).
•Legacy HR’s existing $200.0 million term loan facility and existing $150.0 million term loan facility under the Amended and Restated Term Loan Agreement, dated as of May 31, 2019 (as amended, restated, replaced, supplemented, or otherwise modified from time to time prior to July 20, 2022, the “Existing HR Term Loan Agreement”), by and among Legacy HR, the lenders party thereto from time to time and their assignees, as lenders, and the WF Administrative Agent, in each, case, were deemed continued and assumed by the Borrower under the Credit Facility, and the Existing HR Term Loan Agreement was terminated.
◦The existing $200.0 million term loan facility was amended to: (a) conform to the terms of the Borrower’s other term loan facilities under the Credit Facility; (b) include 2 one-year extension options, resulting in a latest final maturity in May 2026; and (c) reprice to align with the pricing for the Borrower’s other term loan facilities under the Credit Facility; and
◦The existing $150.0 million term loan facility was amended to conform to the terms of the Borrower’s other term loan facilities under the Credit Facility, and the existing maturity in June 2026 remains unchanged under the Credit Facility.
•Legacy HTA’s and the OP’s existing $1.0 billion revolving credit facility was upsized to $1.5 billion (the “Revolver”) pursuant to the Credit Facility. The Revolver currently matures in October 2025, and the Credit Facility adds an additional one-year extension option for the Revolver, for a total of two one-year extension options.
•Legacy HTA’s and the OP’s existing $300.0 million term loan facility was deemed continued pursuant to the Credit Facility and was amended to conform to the terms of the Borrower’s other term loan facilities under the Credit Facility. The existing maturity in October 2025 remains unchanged under the Credit Facility.
•Legacy HTA’s and the OP’s existing $200.0 million term loan facility was deemed continued pursuant to the Credit Facility and was amended to (a) conform to the terms of the Borrower’s other term loan facilities under the Credit Facility; (b) extend the maturity from January 2024 to July 20, 2027; and (c) reprice to align with the pricing for the Borrower’s other term loan facilities under the Credit Facility.
•The Credit Facility provides for a new $350.0 million delayed-draw term loan facility that is available to be drawn for 12 months after July 20, 2022 and has an initial maturity date of July 20, 2023, with 2 one-year extension options. The terms of any delayed draw term loans funded thereunder conform to the terms of the Borrower’s other term loan facilities under the Credit Facility, and the pricing for such delayed draw term loans aligns with the pricing for the Borrower’s other term loan facilities under the Credit Facility.
•The Credit Facility provides for a new $300.0 million term loan facility that was funded on July 20, 2022 and has a maturity of January 20, 2028, with no extension options. The terms of such term loan facility conform to the terms of the Borrower’s other term loan facilities under the Credit Facility, and the pricing for such term loan facility aligns with the pricing for the Borrower’s other term loan facilities under the Credit Facility.
Special Dividend
On May 13, 2022, Legacy HTA entered into a new $1.125 billion term loan agreement to fund the special dividend pursuant to the terms of the Merger Agreement. Prior to the Merger, Legacy HTA drew against the term loan to fund the special dividend of $4.82 that was declared on July 6, 2022 for shareholders of record on July 19, 2022. The special dividend was paid to all Legacy HTA shareholders and OP Unitholders on July 27, 2022. We plan to repay the term loan with proceeds from asset sales and joint ventures. As of the date of this report, we have closed on $433 million in joint ventures and asset sales. The remainder is expected to close in the third quarter of 2022.
Other Investment Activity
Additionally, subsequent to June 30, 2022 and unrelated to the Merger, the Company has closed on the acquisition of 6 MOBs for a gross purchase price of $65.5 million, as of the date of this report.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The use of the words “we,the “Company,”“we,” “us,” or “our” refers to HTA and HTALP, collectively.collectively, prior to giving effect of the Merger.
The following discussion should be read in conjunction with our condensed consolidated financial statements and notes appearing elsewhere in this Quarterly Report, as well as with the audited consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 20202021 Annual Report on Form 10-K.
The information set forth below is intended to provide readers with an understanding of our financial condition, changes in financial condition and results of operations.
•Forward-Looking Statements;
•Executive Summary;
•Company Highlights;
•Critical Accounting Policies;
•Recently Issued or Adopted Accounting Pronouncements;
•Factors Which May Influence Results of Operations;
•Results of Operations;
•Non-GAAP Financial Measures;
•Liquidity and Capital Resources;
•Commitments and Contingencies;
•Debt Service Requirements;
•Off-Balance Sheet Arrangements; and
•Inflation.
Forward-Looking Statements
Certain statements contained in thisThis Quarterly Report constitute forward-looking statements withinon Form 10-Q and other materials the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A ofCombined Company has filed or may file with the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”Commission (the "SEC")). Such statements include, in particular, statements about our plans, strategies, prospects and estimates regarding future MOB market performance. Additionally, such statements are subject to certain risks and uncertainties,, as well as known and unknown risks, which could cause actual results to differ materially andinformation included in adverse ways from those projectedoral statements or anticipated. Therefore, suchother written statements are not intendedmade, or to be a guaranteemade, by management of our performance in future periods.the Combined Company, contain, or will contain, disclosures that are “forward-looking statements.” Forward-looking statements are generally identifiableinclude all statements that do not relate solely to historical or current facts and can be identified by the use of words such terms as “may,” “will,” “expect,” “project,“believe,” “may,“anticipate,” “should,” “could,” “would,“target,” “intend,” “plan,” “anticipate,” “estimate,” “believe,“project,” “continue,” “opinion,“should,” “predict,” “potential,” “pro forma” or the negative of such terms“could," "budget" and other comparable terminology. Readersterms, and include, but are cautioned not limited to, place undue reliance on thesestatements related to the anticipated timing, financing benefits and financial and operational impact of the Merger. These forward-looking statements which speak only asare based on the Combined Company's current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Actual results and the timing of the date this Quarterly Report is filed with the SEC. We cannot guarantee the accuracy of anyevents could differ materially from those anticipated in such forward-looking statements contained in this Quarterly Report, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Any such forward-looking statements reflect our current views about future events, are subject to unknownthese risks and uncertainties, and other factors, and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide dividends to stockholders and maintain the value of our real estate properties, may be significantly hindered. Factors that might impair our ability to meet such forward-looking statements include, without limitation,     risks and uncertainties associated with: risks related to diverting the attention the Combined Company's management from ongoing business operations; failure to realize the expected benefits of the Merger; significant transaction costs and/or unknown or inestimable liabilities of the Merger; the risk of shareholder litigation in connection with the Merger, including resulting expense or delay; the risk that the Company’s and HR’s respective businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; risks related to future opportunities and plans for the Combined Company, including the uncertainty of expected future financial performance and results of the Combined Company following completion of the proposed transaction; effects relating to the announcement of the consummation of the Merger on the market price of the Combined Company’s common stock; the possibility that, if the Combined Company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of the Combined Company’s common stock could decline; general adverse economic and local real estate conditions; the inability of significant tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; increases in interest rates; increases in operating expenses and real estate taxes; changes in the dividend policy for the Combined Company’s common stock or its ability to pay dividends or distributions on its partnership units; impairment charges; pandemics or other health crises, such as COVID-19; and other risks and uncertainties affecting the Combined Company, including those discusseddescribed elsewhere in Part I, Item 1A - Risk Factors in our 2020the Combined Company’s filings and reports with the SEC, including HTA’s, HTALP’s and HR’s Annual ReportReports on Form 10-K which is incorporated herein and those discussed in Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.
Forward-looking statements express expectations of future events. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknownfor the year ended December 31, 2021. Moreover, other risks and uncertainties that couldof which the Combined Company is not currently aware may also affect the Combined Company's forward-looking statements and may cause actual events or results to differ materially from those projected. Due to these inherent uncertainties, our stockholders are urged not to place undue reliance on forward-looking statements. Forward-looking statements speak only as ofand the         date made. In addition, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to projections over time, except as required by law.
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These risks and uncertainties should be considered in evaluatingtiming of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by the Combined Company on its website or otherwise. The Combined Company undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.
Stockholders and undue reliance shouldinvestors are cautioned not be placedto unduly rely on such statements. Additionalforward-looking statements when evaluating the information concerning uspresented in the Combined Company’s filings and our business,reports, including, additionalwithout limitation, estimates and projections regarding the performance of development projects the Combined Company is pursuing.
For a detailed discussion of the Combined Company’s risk factors, that could materially affect our financial results, is included hereinplease refer to HR's and in our otherHTA's filings with the SEC.SEC, including HR's and HTA's Annual Report on Form 10-K for the year ended December 31, 2021.
Executive Summary
We are the largest publicly-traded REIT focused on MOBs in the U.S. as measured by the gross leasable area ("GLA") of our MOBs. We conduct substantially all of our operations through HTALP. We invest in MOBs that we believe will serve the future of healthcare delivery and MOBs that are primarily located on health system campuses, near university medical centers, or in core community outpatient locations. We also focus on key markets that have certain demographic and macro-economic trends and where we can utilize our institutional full-service operating platform to generate strong tenant and health system relationships and operating cost efficiencies. Our primary objective is to maximize stockholder value with disciplined growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing, building services and property management oversight; (ii) target accretive acquisitions and developments of MOBs in markets with attractive demographics that complement our existing portfolio; and (iii) actively manage our balance sheet to maintain flexibility with conservative leverage.  Additionally, from time to time we consider, on an opportunistic basis, significant portfolio acquisitions that we believe fit our core business and could enhance our existing portfolio.
Since 2006, we have invested $7.7$7.8 billion primarily in MOBs, development projects, land and other healthcare real estate assets consisting of approximately 25.826.0 million square feet of GLA throughout the U.S. Approximately 67% of our portfolio is located on the campuses of, or adjacent to, nationally and regionally recognized healthcare systems. Our portfolio is diversified geographically across 32 states, with no state having more than 21% of our total GLA as of SeptemberJune 30, 2021.2022. We are concentrated in 20 to 25 key markets that are generally experiencing higher economic and demographic trends than other markets that we expect will drive demand for MOBs. As of SeptemberJune 30, 2021,2022, we had approximately 1 million square feet of GLA in ten of our top 20 markets and approximately 94%95% of our portfolio, based on GLA, is located in the top 75 Metropolitan Statistical AreaAreas ("MSAs"), with Dallas, Houston, Boston, Miami and Indianapolis being our largest markets by annualized base rent.
Merger with Healthcare Realty Trust Incorporated
On July 20, 2022, HTA, HTALP, and Merger Sub consummated the Merger with HR whereby Merger Sub merged with and into HR, with HR continuing as the surviving corporation under an UPREIT structure whereas Healthcare Realty Holdings, L.P. became the new operating partnership of the Combined Company. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement dated February 28, 2022, each outstanding share of Common Stock, $0.01 par value per share, of HR Common Stock was converted into the right to receive 1.0 share of Class A Common Stock, $0.01 par value per share, of the Company Common Stock, and correspondingly, limited partner OP Unitholders of HTALP prior to the Merger became holders of an equivalent number of limited partner units in Healthcare Realty Holdings, L.P. post-merger.
Company Highlights
Portfolio Operating Performance
•For the three months ended SeptemberJune 30, 2021,2022, our total revenue was $191.3$200.1 million, compared to $187.3$188.6 million for the three months ended SeptemberJune 30, 2020.2021. For the ninesix months ended SeptemberJune 30, 2021,2022, our total revenue was $571.4$402.1 million, compared to $551.9$380.1 million for the ninesix months ended SeptemberJune 30, 2020.2021.
•For the three months ended SeptemberJune 30, 2021,2022, our net income attributable to unitholders was $22.0$0.06 per diluted unit, or $14.4 million, compared to $(6.9)$0.17 per diluted unit, or $38.7 million, for the three months ended SeptemberJune 30, 2020.2021. For the ninesix months ended SeptemberJune 30, 2021, our net income was $83.2 million, compared to $25.0 million for the nine months ended September 30, 2020.
•For the three months ended September 30, 2021,2022, our net income attributable to common stockholdersunitholders was $0.10$0.14 per diluted share,unit, or $21.7$33.1 million, compared to $(0.03)$0.28 per diluted share,unit, or $(6.8)$61.1 million, for the threesix months ended SeptemberJune 30, 2020. For the nine months ended September 30, 2021, our net income attributable to common stockholders was $0.37 per diluted share, or $81.7 million, compared to $0.11 per diluted share, or $24.6 million, for the nine months ended September 30, 2020.
•For the three months ended September 30, 2021, HTA’s FFO, as defined by NAREIT, was $97.3 million, or $0.44 per diluted share, compared to $0.31 per diluted share, or $68.5 million, for the three months ended September 30, 2020. For the nine months ended September 30, 2021, HTA’s FFO was $291.9 million, or $1.31 per diluted share, compared to $1.13 per diluted share, or $249.4 million, for the nine months ended September 30, 2020.
•For the three months ended September 30, 2021, HTALP’s FFO was $97.7 million, or $0.44 per diluted OP Unit, compared to $0.31 per diluted OP Unit, or $68.4 million, for the three months ended September 30, 2020. For the nine months ended September 30, 2021, HTALP’s FFO was $293.4 million, or $1.32 per diluted OP Unit, compared to $1.13 per diluted OP Unit, or $249.8 million, for the nine months ended September 30, 2020.
•For the three months ended September 30, 2021, HTA’s and HTALP’s Normalized FFO was $0.44 per diluted share and OP Unit, or $97.8 million, compared to $0.43 per diluted share and OP Unit, or $96.2 million for the three months ended September 30, 2020. For the nine months ended September 30, 2021, HTA’s and HTALP’s Normalized FFO was $1.32 per diluted share and OP Unit, or $293.7 million, compared to $1.28 per diluted share and OP Unit, or $282.9 million for the nine months ended September 30, 2020.
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•For additional information on FFO and Normalized FFO, see “FFO and Normalized FFO” below, which includes a reconciliation to net income attributable to common stockholders/unitholders and an explanation of why we present this non-GAAP financial measure.
•For the three months ended September 30, 2021, our Net Operating Income (“NOI”) was $131.7 million, compared to $130.1 million for the three months ended September 30, 2020. For the nine months ended September 30, 2021, our NOI was $394.8 million, compared to $381.6 million for the nine months ended September 30, 2020.
•For the three months ended September 30, 2021, our Same-Property Cash NOI increased 2.5%, or $2.8 million, to $115.2 million, compared to $112.3 million for the three months ended September 30, 2020. For the nine months ended September 30, 2021, our Same-Property Cash NOI increased 2.1%, or $6.9 million, to $345.2 million, compared to $338.2 million for the nine months ended September 30, 2020.
•For additional information on our NOI and Same-Property Cash NOI, see “NOI, Cash NOI and Same-Property Cash NOI” below, which includes a reconciliation from net income and an explanation of why we present these non-GAAP financial measures.2021.
Key Market Focused Strategy and Investments
Over the last decade, we have been an active investor in the medical office sector. This has enabled us to create a high quality portfolio focused on MOBs serving the future of healthcare with scale and significance in 20 to 25 key markets.
•Our investment strategy includes alignment with key healthcare systems, hospitals, and leading academic medical universities. We are the largest owner of on-campus or adjacent MOBs in the country, with approximately 17.4 million square feet of GLA, or 67%, of our portfolio located in these locations. The remaining 33% of our portfolio is located in core community outpatient locations where healthcare is increasingly being delivered.
•Over the past decade, our investments have been focused in our 20 to 25 key markets which we believe will outperform the broader U.S. markets from an economic and demographic perspective. As of SeptemberJune 30, 2021,2022, approximately 94%95% of our portfolio’s GLA is located in the top 75 MSAs. Our key markets represent top MSAs with strong growth metrics in jobs, household income and population, as well as low unemployment and mature healthcare infrastructures. Many of our key markets are also supported by strong university systems.
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•Our key market focus has enabled us to establish scale across 20 to 25 key markets and effectively utilize our asset management and leasing platform to deliver consistent same store growth and additional yield on investments, as well as cost effective service to tenants. As of SeptemberJune 30, 2021,2022, we had approximately 1 million square feet of GLA in ten of our top 20 markets and approximately 0.5 million square feet of GLA in 1718 of our top 20 markets.
•During the ninesix months ended SeptemberJune 30, 2021,2022, we closed on $187.5$25.5 million worth of medical office building investments totaling approximately 626,00061,000 square feet of GLA.GLA and a land purchase for future development of $4.2 million. In addition, we funded $54.0$3.7 million of investments in real estate notes receivable.
Internal Growth through Proactive In-House Property Management and Leasing
We believe we have one of the largest full-service operating platforms in the medical office sector that consists of our in-house asset management and leasing platform which allows us to better manage and service our existing portfolio. In each of these markets, we have established a strong in-house asset management and leasing platform that has allowed us to develop valuable relationships with health systems, physician practices, universities, and regional development firms that have led to investment and leasing opportunities for us. Our full-service operating platform has also enabled us to focus on generating cost efficiencies as we gain scale across individual markets and regions.
•As of SeptemberJune 30, 2021,2022, our in-house asset management and leasing platform operated approximately 24.825.0 million square feet of GLA, or 96% of our total portfolio.
•As of SeptemberJune 30, 2021,2022, our leased rate (which includes leases which have been executed, but which have not yet commenced) was 89.7%89.6% by GLA and our occupancy rate was 88.0%87.4% by GLA.
•We entered into new and renewal leases on approximately 0.70.8 million and 2.01.5 million square feet of GLA, or approximately 2.6%3.2% and 7.9%5.9% of the GLA of our total portfolio, during the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively.
•During the three and nine months ended September 30, 2021, tenant retention for the Same-Property portfolio was 83% and 76%, respectively. Tenant retention is defined as the sum of the total leased GLA of tenants that renewed a lease during the period over the total GLA of leases that renewed or expired during the period.
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Financial Strategy and Balance Sheet Flexibility
•As of SeptemberJune 30, 2021,2022, we had total leverage, measured by debt less cash and cash equivalents to total capitalization, of 31.4%32.0%. Total liquidity was approximately $1.2$1.0 billion, inclusive of $950.0$935.0 million available on our unsecured revolving credit facility $218.8 million of forward equity agreements,and cash and cash equivalents of $12.8$29.7 million and $1.7 million of restricted cash for funds held in a 1031 exchange account as of SeptemberJune 30, 2021.2022.
•As of SeptemberJune 30, 2021,2022, the weighted average remaining term of our debt portfolio was 6.45.9 years.
Critical Accounting Policies
The complete list of our critical accounting policies was disclosed in our 20202021 Annual Report on Form 10-K. Additionally, in light of the COVID-19 pandemic, we believe we have included all relevant information when determining our management estimates and that these estimates are in line with our established policies. For further information on other significant accounting policies that impact us, see Note 2 - Summary of Significant Accounting Policies in the accompanying condensed consolidated financial statements.
Recently Issued or Adopted Accounting Pronouncements
For detail on recently issued accounting pronouncements see Note 2 - Summary of Significant Accounting Policies in the accompanying condensed consolidated financial statements.
Factors Which May Influence Results of Operations
The novel coronavirus, or COVID-19 pandemic, continues to impact economies and markets worldwide. All our buildings have remained in operation throughout the course of the pandemic. However, we addressed periodic requests from a number of our tenants about their ability to defer payment of a portion of their rents for a limited duration. We evaluated each such request on a case by case basis. In 2020, which is the period that we believe constituted the majority of our COVID-related deferral requests, we approved deferral plans totaling approximately $11.1 million, of which approximately $10.8 million of these deferrals have been repaid through September 30, 2021. There are no material outstanding requests for assistance from tenants. Payments of rent deferrals are generally expected to be repaid within the next 3 to 6 months. As of September 30, 2021, we have not granted unilateral rent forgiveness in connection with our deferral program, however, we may do so in the future if conditions and the specific economics warrant the use of such measures.
In addition, in 2020 we entered into certain lease modifications in the form of early renewals where we provide concessions in the form of free rent, which averaged three months at the inception of the lease, in exchange for additional term, which, averaged approximately three years. During the nine months ended September 30, 2021, we have not entered into any material deferral arrangements or early renewal leases with substantive amounts of free rent or other forms of concession at the onset of the applicable lease as a result of COVID-19. Although we did not experience significant disruptions from the COVID-19 pandemic during the nine months ended September 30, 2021, should current and planned measures, including further development and delivery of vaccines and other measures intended to reduce or eliminate the spread of COVID-19, past and/or proposed economic stimulus, and other laws, acts and orders proposed or enacted by federal, state and local agencies or foreign governments, ultimately not be successful or limited in their efficacy, our business and the broader real estate industry may experience significant adverse consequences. These consequences include loss of revenues, increased expenses, increased costs of materials, difficulty in maintaining an active workforce, and constraints on our ability to secure capital or financing, among other factors.
Other than the above, we are not aware of any material trends or uncertainties other than national economic conditions affecting real estate generally and the risk factors previously discussed in Part I, Item 1A - Risk Factors, in our 20202021 Annual Report on Form 10-K, and this Quarterly Report on Form 10-Q under Item 1A. Risk Factors below, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income from the investment, management and operation of our properties.
Rental Income
The amount of rental income generated by our properties depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space and space that will become available from unscheduled lease terminations at the then applicable rental rates. Negative trends in one or more of these factors, including the ultimate collections of such rents, could adversely affect our rental income in future periods.
Investment Activity
During the ninesix months ended SeptemberJune 30, 2022, we had investments with an aggregate gross purchase price of $25.7 million. During the six months ended June 30, 2021, we had investments with an aggregate gross purchase price of $189.2$53.0 million. During the nine months ended September 30, 2020, we had investments with an aggregate gross purchase price of $52.9 million. Subsequent to The amount of any future acquisitions or dispositions could have a significant impact on our results of operations in future periods.
Results of Operations
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Results of Operations
Comparison of the Three and NineSix Months Ended SeptemberJune 30, 20212022 and 20202021
As of SeptemberJune 30, 20212022 and 2020,2021, we owned and operated approximately 25.826.0 million and 25.125.3 million square feet of GLA, respectively, with a leased rate of 89.7%89.6% and 90.1%89.3%, respectively (including leases which have been executed, but which have not yet commenced), and an occupancy rate of 88.0%87.4% and 89.5%87.9%, respectively. All explanations are applicable to both HTA and HTALP unless otherwise noted.
Comparison of the three months ended SeptemberJune 30, 20212022 and 2020,2021, respectively, is set forth below (in thousands):
Three Months Ended September 30,Three Months Ended June 30,
20212020Change% Change20222021Change% Change
Revenues:Revenues:Revenues:
Rental incomeRental income$189,832 $187,258 $2,574 1.4 %Rental income$198,284 $188,494 $9,790 5.2 %
Interest and other operating incomeInterest and other operating income1,430 68 1,362 NMInterest and other operating income1,849 121 1,728 NM
Total revenuesTotal revenues191,262 187,326 3,936 2.1 Total revenues200,133 188,615 11,518 6.1 
Expenses:Expenses:Expenses:
RentalRental59,568 57,248 2,320 4.1 Rental63,373 57,409 5,964 10.4 
General and administrativeGeneral and administrative10,765 10,670 95 0.9 General and administrative14,243 10,929 3,314 30.3 
Merger-related costsMerger-related costs5,107 — 5,107 NM
TransactionTransaction137 125 12 9.6 Transaction97 66 31 47.0 
Depreciation and amortizationDepreciation and amortization76,056 75,892 164 0.2 Depreciation and amortization75,051 74,977 74 0.1 
Interest expenseInterest expense23,331 23,136 195 0.8 Interest expense24,760 23,133 1,627 7.0 
ImpairmentImpairment— 16,825 (16,825)NM
Total expensesTotal expenses169,857 167,071 2,786 1.7 Total expenses182,631 183,339 (708)(0.4)
Gain on sale of real estate, netGain on sale of real estate, net143 — 143 NMGain on sale of real estate, net— 32,753 (32,753)NM
Loss on extinguishment of debt, netLoss on extinguishment of debt, net— (27,726)27,726 100.0 Loss on extinguishment of debt, net(3,615)— (3,615)NM
Income from unconsolidated joint ventureIncome from unconsolidated joint venture400 422 (22)(5.2)Income from unconsolidated joint venture401 406 (5)(1.2)
Other incomeOther income94 117 (23)(19.7)Other income134 304 (170)NM
Net income (loss)$22,042 $(6,932)$28,974 NM
NOI$131,694 $130,078 $1,616 1.2 %
Same-Property Cash NOI$115,158 $112,316 $2,842 2.5 %
Net incomeNet income$14,422 $38,739 $(24,317)(62.8)%

Comparison of the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively, is set forth below (in thousands):
Nine Months Ended September 30,Six Months Ended June 30,
20212020Change% Change20222021Change% Change
Revenues:Revenues:Revenues:
Rental incomeRental income$569,676 $551,459 $18,217 3.3 %Rental income$398,527 $379,844 $18,683 4.9 %
Interest and other operating incomeInterest and other operating income1,694 488 1,206 NMInterest and other operating income3,608 264 3,344 NM
Total revenuesTotal revenues571,370 551,947 19,423 3.5 Total revenues402,135 380,108 22,027 5.8 %
Expenses:Expenses:Expenses:
RentalRental176,556 170,310 6,246 3.7 Rental129,257 116,988 12,269 10.5 %
General and administrativeGeneral and administrative32,254 32,348 (94)(0.3)General and administrative26,691 21,489 5,202 24.2 %
Merger-related costsMerger-related costs11,125 — 11,125 NM
TransactionTransaction299 297 2 0.7 Transaction241 162 79 48.8 %
Depreciation and amortizationDepreciation and amortization227,307 228,484 (1,177)(0.5)Depreciation and amortization150,437 151,251 (814)(0.5)%
Interest expenseInterest expense69,450 71,285 (1,835)(2.6)Interest expense48,700 46,119 2,581 5.6 %
ImpairmentImpairment16,825 — 16,825 NMImpairment— 16,825 (16,825)NM
Total expensesTotal expenses522,691 502,724 19,967 4.0 Total expenses366,451 352,834 13,617 3.9 %
Gain on sale of real estate, net32,896 1,991 30,905 NM
(Loss) gain on sale of real estate, net(Loss) gain on sale of real estate, net(4)32,753 (32,757)NM
Loss on extinguishment of debt, netLoss on extinguishment of debt, net— (27,726)27,726 NMLoss on extinguishment of debt, net(3,615)— (3,615)NM
Income from unconsolidated joint ventureIncome from unconsolidated joint venture1,198 1,223 (25)(2.0)Income from unconsolidated joint venture801 798 3 0.4 %
Other incomeOther income401 290 111 38.3 Other income222 307 (85)NM
Net incomeNet income$83,174 $25,001 $58,173 NMNet income$33,088 $61,132 $(28,044)(45.9)%
NOI$394,814 $381,637 $13,177 3.5 %
Same-Property Cash NOI$345,158 $338,209 $6,949 2.1 %
*NM- not meaningful.

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Rental Income
For the three and ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively, rental income was comprised of the following (in thousands):
 Three Months Ended September 30,
 20212020Change% Change
Contractual rental income$181,275 $176,708 $4,567 2.6 %
Straight-line rent and amortization of above and (below) market leases4,545 7,298 (2,753)(37.7)
Other rental revenue4,012 3,252 760 23.4 
Total rental income$189,832 $187,258 $2,574 1.4 %
 Three Months Ended June 30,
 20222021Change% Change
Contractual rental income$188,628 $179,781 $8,847 4.9 %
Straight-line rent and amortization of above and (below) market leases3,820 5,127 (1,307)(25.5)
Other rental revenue5,836 3,586 2,250 62.7 
Total rental income$198,284 $188,494 $9,790 5.2 %
Six Months Ended June 30,
20222021Change% Change
Contractual rental income$379,792 $362,293 $17,499 4.8 %
Straight-line rent and amortization of above and (below) market leases8,065 10,374 (2,309)(22.3)
Other rental revenue10,670 7,177 3,493 48.7 
Total rental income$398,527 $379,844 $18,683 4.9 %
Nine Months Ended September 30,
20212020Change% Change
Contractual rental income$543,568 $521,175 $22,393 4.3 %
Straight-line rent and amortization of above and (below) market leases14,919 19,410 (4,491)(23.1)
Other rental revenue11,189 10,874 315 2.9 
Total rental income$569,676 $551,459 $18,217 3.3 %

Contractual rental income, which includes expense reimbursements, increased $4.6$8.8 million and $22.4$17.5 million for the three and ninesix months ended SeptemberJune 30, 2021,2022, compared to the three and ninesix months ended SeptemberJune 30, 2020.2021. The increases wereincrease was primarily due to additional contractual rental income of $6.5$7.6 million and $15.6$15.8 million from our 20202021 and 20212022 acquisitions, and contractual rent increases for the three and ninesix months ended SeptemberJune 30, 2021,2022, partially offset by $2.8$2.2 million and $4.8$5.1 million of reduced contractual rental income as a result of the buildings we sold during 20202021 and 20212022 for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively. In addition, during the nine months ended September 30, 2020, we recorded a non-recurring charge of $4.7 million of bad debt as a reduction in revenue.
Average starting and expiring base rents for new and renewal leases consisted of the following for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively (in thousands, except in average base rents per square foot of GLA):
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
2021202020212020 2022202120222021
New and renewal leases:
New and renewal leases:
New and renewal leases:
Average starting base rentsAverage starting base rents$23.89 $26.45 $24.50 $27.04 Average starting base rents$26.07 $24.86 $27.39 $24.80 
Average expiring base rentsAverage expiring base rents20.35 24.70 21.74 25.84 Average expiring base rents22.73 21.86 24.24 22.45 
Square feet of GLASquare feet of GLA670 1,101 2,022 3,287 Square feet of GLA834 647 1,547 1,352 
Lease rates can vary across markets, and lease rates that are considered above or below current market rent may change over time. Leases that expired in 20212022 had rents that we believed were at market rates. In general, leasing concessions vary depending on lease type, term, geography, and supply/demand dynamics.
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Tenant improvements, leasing commissions and tenant concessions for new and renewal leases consisted of the following for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively (in per square foot of GLA):
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
2021202020212020 2022202120222021
New leases:New leases:New leases:
Tenant improvementsTenant improvements$43.87 $21.02 $34.35 $38.16 Tenant improvements$68.20 $36.63 $54.40 $28.40 
Leasing commissionsLeasing commissions6.47 2.05 4.90 2.86 Leasing commissions7.97 4.31 6.78 3.91 
Tenant concessionsTenant concessions6.61 2.59 6.67 3.70 Tenant concessions9.42 7.00 8.96 6.85 
Renewal leases:Renewal leases:Renewal leases:
Tenant improvementsTenant improvements$11.04 $4.43 $6.99 $5.58 Tenant improvements$8.41 $5.26 $7.75 $5.15 
Leasing commissionsLeasing commissions2.27 2.07 2.17 2.87 Leasing commissions2.04 2.06 3.03 2.13 
Tenant concessionsTenant concessions0.14 0.94 0.15 1.99 Tenant concessions0.27 0.16 0.25 0.16 
The average term for new and renewal leases executed consisted of the following for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively (in years):
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
2021202020212020 2022202120222021
New leasesNew leases7.14.46.27.9New leases8.37.37.55.6
Renewal leasesRenewal leases4.57.74.15.4Renewal leases5.13.64.83.9
Rental Expenses
For the three months ended SeptemberJune 30, 20212022 and 2020,2021, rental expenses attributable to our properties were $59.6$63.4 million and $57.2$57.4 million, respectively. For the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, rental expenses attributable to our properties were $176.6$129.3 million and $170.3$117.0 million, respectively. These increases in rental expenses were primarily due to $2.4$3.1 million and $5.1$6.9 million of additional rental expenses associated with our 20202021 and 20212022 acquisitions for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively.
General and Administrative Expenses
For the three months ended SeptemberJune 30, 20212022 and 2020,2021, general and administrative expenses were $10.8$14.2 million and $10.7$10.9 million, respectively. For each of the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, general and administrative expenses were $32.3 million. $26.7 million and $21.5 million, respectively. The year over year increase was driven primarily by the following: (i) increased legal and professional fees of $1.8 million, primarily driven by costs incurred as a result of the previously disclosed whistleblower investigation, employee retention and strategic review matters; (ii) increased board expenses of $0.6 million, which includes additional board meeting fees of $0.3 million incurred primarily as a result of the Merger Agreement and the process related thereto, and $0.3 million of board member retainer fees for the board chairman and new board members; and (iii) increased costs for general corporate matters.
Merger-related costs
For the three months ended SeptemberJune 30, 2021, general2022, Merger-related costs as a result of the Merger were $5.1 million and administrative expenses included the following: (i) legal fees of $2.3 million; (ii) printer and filing fees of $1.3 million; (iii) accounting fees of $1.0 million; and (iv) Merger and integration consulting fees of $0.5 million; For the six months ended June 30, 2022, Merger-related costs as a reductionresult of approximately $(2.1)the Merger were $11.1 million in stock compensation expense principally related toand included the resignationfollowing: (i) legal fees of our former CEO net$4.1 million; (ii) financial advisor fees of new award activity with$3.8 million; (iii) printer and filing fees of $1.3 million; (iv) accounting fees of $1.0 million; (v) Merger and integration consulting fees of $0.8 million; and (vi) travel costs of $0.1 million. No such costs were incurred for the appointments of our interim CEOthree and new board chairman, offset by approximately $0.5 million of incremental legal costs related to the whistleblower investigation, and increased costs related to our leasing efforts, travel-related expenses, professional services and other administrative costs.six months ended June 30, 2021.
Depreciation and Amortization Expense
For the three months ended SeptemberJune 30, 20212022 and 2020,2021, depreciation and amortization expense was $76.1$75.1 million and $75.9$75.0 million, respectively. For the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, depreciation and amortization expense was $227.3$150.4 million and $228.5$151.3 million, respectively. The slight variances werechange in expense was associated with our 2020 and 2021 acquisitions, offset by buildings we disposed of during 20202021 and 2021.2022, offset by 2021 and 2022 acquisitions.
Interest Expense
For the three months ended SeptemberJune 30, 20212022 and 2020,2021, interest expense was $23.3$24.8 million and $23.1 million, respectively. For the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, interest expense was $69.5$48.7 million and $71.3$46.1 million, respectively. The decreasesincrease in year-to-date interest expense is primarily duerelated to lower average interest rates as compared toamortization of commitment fees on the same period$1.7 billion bridge loan financing commitment secured in 2020.
To achieve our objectives, we borrow at both fixed and variable rates. From time to time, we also enter into derivative financial instruments, such as interest rate swaps, in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes.
Impairment
Forconnection with the nine months ended September 30, 2021, we recorded impairment charges of $16.8 million on two properties related to: (i) a purchase option included in a lease agreement that was exercised for a contractual sale price less than its carrying value; and (ii) an executed sales agreement for a sale price less than its carrying value. We recorded no impairment charges during the nine months ended September 30, 2020.Merger.
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GainLoss on Sale of Real Estate, net
For the ninesix months ended SeptemberJune 30, 2022, we realized a net loss of approximately 4000 dollars, as a result of the sale of a tenant purchase option on 1 of our MOBs located in Georgia. For the six months ended June 30, 2021, we realized a net gain of approximately $32.9$32.8 million primarily as a result ofon the sale of a 13 property portfolio locatedwith locations in one or more of Tennessee and Virginia.
Loss on Extinguishment of debt, net
For the ninesix months ended SeptemberJune 30, 2020,2022, we realized a net gainloss of approximately $2.0$3.6 million onfrom the saleamortization of partdeferred loan fees as a result of replacing our interest$1.7 billion bridge loan which was established in undeveloped land in Miami, Florida.connection with the Merger with a $1.125 billion Term Loan Facility. No such losses were incurred for the six months ended June 30, 2021.
Net Income
For the three months ended SeptemberJune 30, 20212022 and 2020,2021, net income was $22.0$14.4 million and $(6.9)$38.7 million, respectively. For the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, net income was $83.2$33.1 million and $25.0$61.1 million, respectively. The increases aredecreases in net income were primarily the result of gains associated with disposition of assets in non-key markets, as well as continued growth in our operations due to accretive acquisitions and improved operating efficiencies. Additionally, during the three and nine months ended September 30, 2020, we recorded a net loss on extinguishment of debt of approximately $27.7 million.
NOI and Same-Property Cash NOI
For the three months ended September 30, 2021 and 2020, NOI was $131.7 million and $130.1 million, respectively. For the nine months ended September 30, 2021 and 2020, NOI was $394.8 million and $381.6 million, respectively. The increases in NOI was primarily due to additional NOI from our 2020 and 2021 acquisitions of $5.0 million and $12.4 million for the three and nine months ended September 30, 2021, respectively, partially offset by $1.5 million and $2.7 million of reduced NOIMerger-related costs incurred as a result of the buildings we soldMerger during 2020 and 2021 for the three and ninesix months ended SeptemberJune 30, 2021, respectively,2022 and a reduction in straight-line rent from properties we owned for more than a year.
Same-Property Cash NOI increased 2.5% to $115.2 million for the three months ended September 30, 2021 compared togain on the three months ended September 30, 2020. Same-Property Cash NOI increased 2.1% to $345.2 million for the nine months ended September 30, 2021 compared to nine months ended September 30, 2020. The increases were primarily the result of rent escalations and improved operating efficiencies, offset by a slight decrease in average occupancy.
Non-GAAP Financial Measures
FFO and Normalized FFO
We compute FFO in accordance with the current standards established by NAREIT. NAREIT defines FFO as net income or loss attributable to common stockholders/unitholders (computed in accordance with GAAP), excluding gains or losses from salessale of real estate property and impairment write-downs of depreciable assets, plus depreciation and amortization related to investments in real estate, and after adjustments for unconsolidated partnerships and joint ventures. Since FFO excludes depreciation and amortization unique to real estate, among other items, it provides a perspective not immediately apparent from net income or loss attributable to common stockholders/unitholders.
We also compute Normalized FFO, which excludes from FFO: (i) transaction expenses; (ii) gain or loss on extinguishment of debt; (iii) non-controlling income or loss from OP Units included in diluted shares (only applicable toduring the Company); and (iv) other normalizing adjustments, which include items that are unusual and infrequent in nature. Our methodology for calculating Normalized FFO may be different from the methods utilized by other REITs and, accordingly, may not be comparable to other REITs.
We present FFO and Normalized FFO because we consider them important supplemental measures of our operating performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. Historical cost accounting assumes that the value of real estate assets diminishes ratably over time. Since real estate values have historically risen or fallen based on market conditions, many industry investors have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. FFO and Normalized FFO should not be considered as alternatives to net income or loss attributable to common stockholders/unitholders (computed in accordance with GAAP) as indicators of our financial performance, nor are they indicative of cash available to fund cash needs. FFO and Normalized FFO should be reviewed in connection with other GAAP measurements.
In addition, the amounts included in the calculation of FFO and Normalized FFO are generally the same for HTALP and HTA, except for net income or loss attributable to common stockholders/unitholders, non-controlling income or loss from OP Units included in diluted shares (only applicable to the Company) and the weighted average shares of our common stock or HTALP OP Units outstanding.six months ended June 30, 2021.
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The following is the reconciliation of HTA’s FFO and Normalized FFO to net income attributable to common stockholders for the three and nine months ended September 30, 2021 and 2020, respectively (in thousands, except per share data):
 Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Net income (loss) attributable to common stockholders$21,672 $(6,827)$81,713 $24,563 
Depreciation and amortization expense related to investments in real estate75,264 74,848 224,814 225,354 
Gain on sale of real estate, net(143)— (32,896)(1,991)
Impairment— — 16,825 — 
Proportionate share of joint venture depreciation and amortization487 468 1,462 1,443 
FFO attributable to common stockholders$97,280 $68,489 $291,918 $249,369 
Transaction expenses137 125 299 297 
Loss on extinguishment of debt, net— 27,726 — 27,726 
Non-controlling income from OP Units included in diluted shares370 (105)1,461 438 
Other normalizing adjustments (1)
— — — 5,031 
Normalized FFO attributable to common stockholders$97,787 $96,235 $293,678 $282,861 
Net income (loss) attributable to common stockholders per diluted share$0.10 $(0.03)$0.37 $0.11 
FFO adjustments per diluted share, net0.34 0.34 0.94 1.02 
FFO attributable to common stockholders per diluted share$0.44 $0.31 $1.31 $1.13 
Normalized FFO adjustments per diluted share, net0.00 0.12 0.01 0.15 
Normalized FFO attributable to common stockholders per diluted share$0.44 $0.43 $1.32 $1.28 
Weighted average diluted common shares outstanding222,811 222,101 222,470 221,521 
(1) For the nine months ended September 30, 2020, other normalizing adjustments includes the following: non-recurring bad debt of $4,672 thousand; incremental hazard pay to facilities employees of $314 thousand; and incremental personal protective equipment of $45 thousand.
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The following is the reconciliation of HTALP’s FFO and Normalized FFO to net income attributable to common unitholders for the three and nine months ended September 30, 2021 and 2020, respectively (in thousands, except per unit data):
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Net income (loss) attributable to common unitholders$22,042 $(6,932)$83,174 $25,001 
Depreciation and amortization expense related to investments in real estate75,264 74,848 224,814 225,354 
Gain on sale of real estate, net(143)— (32,896)(1,991)
Impairment— — 16,825 — 
Proportionate share of joint venture depreciation and amortization487 468 1,462 1,443 
FFO attributable to common unitholders$97,650 $68,384 $293,379 $249,807 
Transaction expenses137 125 299 297 
Loss on extinguishment of debt, net— 27,726 — 27,726 
Other normalizing adjustments (1)
— — — 5,031 
Normalized FFO attributable to common unitholders$97,787 $96,235 $293,678 $282,861 
Net income (loss) attributable to common unitholders per diluted share$0.10 $(0.03)$0.37 $0.11 
FFO adjustments per diluted OP Unit, net0.34 0.34 0.95 1.02 
FFO attributable to common unitholders per diluted OP Unit$0.44 $0.31 $1.32 $1.13 
Normalized FFO adjustments per diluted OP Unit, net0.00 0.12 0.00 0.15 
Normalized FFO attributable to common unitholders per diluted OP Unit$0.44 $0.43 $1.32 $1.28 
Weighted average diluted common OP Units outstanding222,811 222,101 222,470 221,521 
(1) For the nine months ended September 30, 2020, other normalizing adjustments includes the following: non-recurring bad debt of $4,672 thousand; incremental hazard pay to facilities employees of $314 thousand; and incremental personal protective equipment of $45 thousand.
NOI, Cash NOI and Same-Property Cash NOI
NOI is a non-GAAP financial measure that is defined as net income or loss (computed in accordance with GAAP) before: (i) general and administrative expenses; (ii) transaction expenses; (iii) depreciation and amortization expense; (iv) impairment; (v) interest expense; (vi) gain or loss on sales of real estate; (vii) gain or loss on extinguishment of debt; (viii) income or loss from unconsolidated joint venture; and (ix) other income or expense. We believe that NOI provides an accurate measure of the operating performance of our operating assets because NOI excludes certain items that are not associated with the management of our properties. Additionally, we believe that NOI is a widely accepted measure of comparative operating performance of REITs. However, our use of the term NOI may not be comparable to that of other REITs as they may have different methodologies for computing this amount. NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. NOI should be reviewed in connection with other GAAP measurements.
Cash NOI is a non-GAAP financial measure which excludes from NOI: (i) straight-line rent adjustments; (ii) amortization of below and above market leases/leasehold interests and other GAAP adjustments; (iii) notes receivable interest income; and (iv) other normalizing adjustments. Contractual base rent, contractual rent increases, contractual rent concessions and changes in occupancy or lease rates upon commencement and expiration of leases are a primary driver of our revenue performance. We believe that Cash NOI, which removes the impact of straight-line rent adjustments, provides another measurement of the operating performance of our operating assets. Additionally, we believe that Cash NOI is a widely accepted measure of comparative operating performance of REITs. However, our use of the term Cash NOI may not be comparable to that of other REITs as they may have different methodologies for computing this amount. Cash NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. Cash NOI should be reviewed in connection with other GAAP measurements.
To facilitate the comparison of Cash NOI between periods, we calculate comparable amounts for a subset of our owned and operational properties referred to as “Same-Property”. Same-Property Cash NOI excludes (i) properties which have not been owned and operated by us during the entire span of all periods presented and disposed properties, (ii) our share of unconsolidated joint ventures, (iii) development, redevelopment and land parcels, (iv) properties intended for disposition in the near term which have (a) been approved by the Board of Directors, (b) is actively marketed for sale, and (c) an offer has been received at prices we would transact and the sales process is ongoing, and (v) certain non-routine items. Same-Property Cash
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NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. Same-Property Cash NOI should be reviewed in connection with other GAAP measurements.
The following is the reconciliation of HTA’s and HTALP’s NOI, Cash NOI and Same-Property Cash NOI to net income for the three and nine months ended September 30, 2021 and 2020, respectively (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
 2021202020212020
Net income (loss)$22,042 $(6,932)$83,174 $25,001 
General and administrative expenses10,765 10,670 32,254 32,348 
Transaction expenses137 125 299 297 
Depreciation and amortization expense76,056 75,892 227,307 228,484 
Impairment— — 16,825 — 
Interest expense23,331 23,136 69,450 71,285 
Gain on sale of real estate, net(143)— (32,896)(1,991)
Loss on extinguishment of debt, net— 27,726 — 27,726 
Income from unconsolidated joint venture(400)(422)(1,198)(1,223)
Other income(94)(117)(401)(290)
NOI$131,694 $130,078 $394,814 $381,637 
Straight-line rent adjustments, net(3,012)(5,711)(10,408)(12,673)
Amortization of (below) and above market leases/leasehold interests, net and other GAAP adjustments(538)(113)(1,413)(2,203)
Notes receivable interest income(1,264)(11)(1,273)(152)
Other normalizing adjustments (1)
— — — 5,031 
Cash NOI$126,880 $124,243 $381,720 $371,640 
Acquisitions not owned/operated for all periods presented and disposed properties Cash NOI(5,245)(2,245)(15,775)(8,158)
Redevelopment Cash NOI(116)(1,043)(803)(3,612)
Intended for sale Cash NOI(6,361)(8,639)(19,984)(21,661)
Same-Property Cash NOI (2)
$115,158 $112,316 $345,158 $338,209 
(1) For the nine months ended September 30, 2020, other normalizing adjustments includes the following: non-recurring bad debt of $4,672 thousand, incremental hazard pay to facilities employees of $314 thousand, and incremental personal protective equipment of $45 thousand.
(2) Same-Property includes 421 and 414 buildings for the three and nine months ended September 30, 2021 and 2020, respectively.
Liquidity and Capital Resources
OurAs of June 30, 2022, our primary sources of cash include: (i) cash flow from operations; (ii) borrowings under our unsecured revolving credit facility; (iii) net proceeds from the issuances of debt and equity securities; and (iv) proceeds from our dispositions.dispositions, including partial sales of our building interests to joint ventures. During the next 12 months our primary uses of cash are expected to include: (a) the funding of acquisitions of MOBs, development properties and other facilities that serve the healthcare industry; (b) capital expenditures; (c) the payment of operating expenses; (d) debt service payments, including principal payments; and (e) the payment of dividendsdistributions to our stockholders.partnership unitholders. We anticipate cash flow from operations, restricted cash and reserve accounts and our unsecured revolving credit facility, if needed, will be sufficient to fund our operating expenses, capital expenditures and dividendsdistributions to stockholders.unitholders. Investments and maturing indebtedness may require funds from borrowings under our unsecured revolving credit facility, the issuance of debt and/or equity securities or proceeds from sales of real estate.
As of SeptemberJune 30, 2021,2022, we had total liquidity of $1.2$1.0 billion, inclusive of $950.0$935.0 million available on our unsecured revolving credit facility $218.8 million of unsettled forward equity agreements,and cash and cash equivalents of $12.8 million and $1.7 million of restricted cash for funds held in a 1031 exchange account. We believe that we have sufficient liquidity and opportunities to obtain additional liquidity at our disposal to sustain operations for the foreseeable future.
On October 6, 2021, we entered into a third amended and restated revolving credit and term loan agreement (the “Credit Agreement”), which includes an unsecured revolving credit facility in an aggregate maximum principal amount of $1.0 billion (the “Revolver”) and a term loan facility in an aggregate maximum principal amount of $300.0 million (the “Term Loan”). The Credit Agreement amends and restates, in its entirety, the unsecured credit agreement referenced above, reduces our overall borrowing costs, and extends the maturities of the existing unsecured revolving credit facility to October 31, 2025.
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$29.7 million.
As of SeptemberJune 30, 2021,2022, we had unencumbered assets with a gross book value of $8.0$7.9 billion. The unencumbered properties may be used as collateral to secure additional financings in future periods or refinance our current debt as it becomes due. Our ability to raise funds from future debt and equity issuances is dependent on our investment grade credit ratings, general economic and market conditions, and our operating performance.
When we acquire a property, we prepare a capital plan that contemplates the estimated capital needs of that investment. In addition to operating expenses, capital needs may also include costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan for each investment will be adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. Capital expenditures for the remainderWe have approximately $140 million inclusive of the year will be primarily targeted towards planned maintenance activitiescosts to complete, of active development projects and other capitalincremental tenant improvements that are eitheras part of an immediate need to preserve liquidity, or strategically necessary for revenue generation purposes. Currently these expenditures are estimated at approximately $20 million to $25 million per quarter. Although we cannot provide assurance that we will not exceed these estimated expenditure levels, we believe our liquidity of $1.2 billion allows us the flexibility to fund such capital expenditures as may be necessary or advisable.recently completed development projects.
If we experience lower occupancy levels, reduced rental rates, reduced revenues as a result of asset sales, or increased capital expenditures and leasing costs compared to historical levels due to competitive market conditions for new and renewal leases, the effect would be a reduction of net cash provided by operating activities. If such a reduction of net cash provided by operating activities is realized, we may have a cash flow deficit in subsequent periods. Our estimate of net cash available is based on various assumptions which are difficult to predict, including the levels of our leasing activity and related leasing costs. Any changes in these assumptions could impact our financial results and our ability to fund working capital and unanticipated cash needs.
Cash Flows
The following is a summary of our cash flows for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively (in thousands):
Nine Months Ended September 30,Six Months Ended June 30,
20212020Change20222021Change
Cash, cash equivalents and restricted cash - beginning of periodCash, cash equivalents and restricted cash - beginning of period$118,765 $37,616 $81,149 Cash, cash equivalents and restricted cash - beginning of period$57,069 $118,765 $(61,696)
Net cash provided by operating activitiesNet cash provided by operating activities271,618 269,668 1,950 Net cash provided by operating activities152,453 190,927 (38,474)
Net cash used in investing activitiesNet cash used in investing activities(257,332)(159,919)(97,413)Net cash used in investing activities(79,905)(118,348)38,443 
Net cash used in financing activitiesNet cash used in financing activities(113,587)83,881 (197,468)Net cash used in financing activities(95,344)(101,006)5,662 
Cash, cash equivalents and restricted cash - end of periodCash, cash equivalents and restricted cash - end of period$19,464 $231,246 $(211,782)Cash, cash equivalents and restricted cash - end of period$34,273 $90,338 $(56,065)
Net cash provided by operating activities increaseddecreased in 20212022 primarily due to the impact of our 20202021 and 2022 dispositions, partially offset by our 2021 and 2022 acquisitions and contractual rent increases, partially offset by our 2020 and 2021 dispositions.increases. We anticipate cash flows from operating activities to increase as a result of the growth in our portfolio through new acquisitions and continued leasing activity in our existing portfolio.
For the ninesix months ended SeptemberJune 30, 2021,2022, net cash used in investing activities primarily related to capital expenditures of $55.0 million, investments in real estate of $147.3$25.9 million, capital expendituresdevelopment of $78.0real estate of $22.5 million, and advances on real estate notes receivable of $66.5 million, and development of real estate of $48.5$3.7 million, partially offset by proceeds from the sale of real estate of $67.6 million and collection of real estate notes receivable of $15.4$26.8 million. For the ninesix months ended SeptemberJune 30, 2020,2021, net cash used in investing activities primarily related to advances on real estate notes receivable of $61.0 million, capital expenditures of $59.0$53.5 million, investments in real estate of $52.6$50.6 million, and development of real estate of $49.5 million, and funding of a real estate loan of $6.0$34.0 million, partially offset by proceeds from the sale of real estate of $6.4$65.3 million and collection of real estate notes receivable of $15.4 million.
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For the ninesix months ended SeptemberJune 30, 2022, net cash used in financing activities primarily related to dividends paid to holders of our common stock of $148.8 million, and deferred financing costs of $7.2 million, partially offset by net borrowings under our revolving credit facility of $65.0 million. For the six months ended June 30, 2021, net cash used in financing activities primarily related to dividends paid to holders of our common stock of $210.0 million, distributions paid to non-controlling interest of limited partners of $3.9$140.0 million, and the repurchase and cancellation of common stock of $3.4 million, partially offset by proceeds from issuance of common stock of $53.7 million, and by net borrowings under our revolving credit facility of $50.0$45.0 million. For
Distributions
Historically, the nine months ended September 30, 2020, net cash provided by financing activities primarily related to proceeds from unsecured senior notesamount of $793.6 million and proceeds from issuance of common stock of $50.0 million partially offset by payments on unsecured senior notes of $300.0 million, dividendsdistributions we paid to holders of our common stock of $205.9 million, payments on our secured mortgage loans of $114.1 million, and net payments on our unsecured revolving credit facility of $100.0 million.
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Dividends
The amount of dividends we pay to our stockholders isunitholders was determined by ourthe Board of Directors of HTA, in their sole discretion, and is dependentdepending on a number of factors, including funds available, our financial condition, capital expenditure requirements and annual dividend distribution requirements needed to maintain ourHTA’s status as a REIT under the Internal Revenue Code of 1986, as amended. We have
For the six months ended June 30, 2022, we paid monthly or quarterly dividends since February 2007, and if our investments produce sufficient cash flow, we expect to continue to pay dividendsdistributions of $148.8 million to our stockholders. Becausegeneral partner and $2.7 million on our cash available for dividend distributions in any year may be less than 90% ofpartnership units to our taxable incomelimited partners. In July 2022 for the year,quarter ended June 30, 2022, we may obtain the necessary funds through borrowings, issuing new securities or selling assets to pay out enough of our taxable income to satisfy our dividend distribution requirement. Our organizational documents do not establish a limit on dividends that may constitute a return of capital for federal income tax purposes. The dividend we paypaid cash distributions to our stockholders is equalgeneral partner of $74.4 million and $1.3 million on our partnership units to our limited partners, not including any amounts as distributions contemplated as part of the Merger Agreement. Distributions paid pursuant to the Merger Agreement, subsequent to June 30, 2022 totaled approximately $1.1 billion. Future distributions received from HTALPwill be at the discretion of the Board of Directors of the merged company in accordance with the terms of the HTALP partnership agreement. It is our intention to continue to pay dividends. However, our Board of Directors may reduce ourthen current dividend rate and we cannot guarantee the timing and amount of dividends that we may pay in the future, if any.
For the nine months ended September 30, 2021, we paid cash dividends of $210.0 million on our common stock. In October 2021 for the quarter ended September 30, 2021, we paid cash dividends on our common stock of $71.8 million.or distribution policy.
Financing
We have historically maintained a low leveraged balance sheet and intend to continue to maintain this structure in the long term. However, our total leverage may fluctuate on a short-term basis as we execute our business strategy. As of SeptemberJune 30, 2021,2022, our leverage ratio, measured by debt less cash and cash equivalents to total capitalization, was 31.4%32.0%.
As of SeptemberJune 30, 2021,2022, we had debt outstanding of $3.1 billion and the weighted average interest rate therein was 2.86%2.87% per annum, inclusive of the impact of our cash flow hedges. The following is a summary of our unsecured and secured debt. See Note 8 - Debt in the accompanying condensed consolidated financial statements for a further discussion of our debt.
Unsecured Revolving Credit Facility
As of SeptemberJune 30, 2021, $950.02022, $935.0 million was available on our $1.0 billion unsecured revolving credit facility originally maturing in June 2022. Subsequent to September 30, 2021, the unsecured revolving credit facility was amended and restated, extending maturity to October 2025.
Unsecured Term Loans
As of SeptemberJune 30, 2021,2022, we had $500.0 million of unsecured term loans outstanding, comprised of $300.0 million under our Unsecured Credit Agreement originally maturing in 2023 and extended to 2025, subsequent to September 30, 2021, and $200.0 million under our unsecured term loan maturing in 2024.
Unsecured Senior Notes
As of SeptemberJune 30, 2021,2022, we had $2.55 billion of unsecured senior notes outstanding, comprised of $600.0 million of senior notes maturing in 2026, $500.0 million of senior notes maturing in 2027, $650.0 million of senior notes maturing in 2030 and $800.0 million of senior notes maturing in 2031.
CommitmentsNew Credit Facilities
On May 13, 2022, HTALP and ContingenciesHTA entered into a new $1.125 billion term loan agreement (the “Term Loan Agreement”) with the lenders signatory thereto and J.P. Morgan Chase Bank, N.A., as administrative agent, pursuant to which the lenders committed to fund a term loan facility in an aggregate principal amount not to exceed $1.125 billion (the “Term Loan Facility”) in connection with the consummation of the transactions contemplated by the Merger Agreement. On July 14, 2022, HTALP and HTA drew the full amount of the Term Loan Facility to fund the Special Distribution Payment.
AsThe Term Loan Facility is scheduled to mature on May 13, 2023 (the “Initial Term Loan Maturity Date”). The Combined Company has the right to extend the maturity date of September 30, 2021, we had unfunded loan commitments totaling $15.4 million. See Note 10 - Commitments and Contingenciesthe Term Loan Facility to May 13, 2024 (the “Final Maturity Date”), subject to the satisfaction of certain customary terms set forth in the accompanying condensed consolidated financial statements forTerm Loan Agreement. The Combined Company must repay the aggregate outstanding principal amount of the Term Loan Facility, together with all accrued but unpaid interest, fees and other obligations owing under the Term Loan Agreement, on the Initial Term Loan Maturity Date or, if applicable, the Final Maturity Date. In addition, in connection with certain capital raising transactions, asset sales and debt incurrences, the Combined Company is required to prepay the Term Loan Facility with all or a further discussionportion of our commitments and contingencies.the proceeds received by the Combined Company from such events. The Term Loan Facility may be prepaid at any time in whole or in part without fees or penalty.
Debt Service Requirements
We are required by the terms of our applicable loan agreements to meet certain financial covenants, such as minimum net worth and liquidity, and reporting requirements, among others. As of SeptemberJune 30, 2021,2022, we believe that we were in compliance with all such covenants and we are not aware of any covenants that it is reasonably likely that we would not be able to meet in accordance with our loan agreements.
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Off-Balance Sheet Arrangements
As of and during the ninesix months ended SeptemberJune 30, 2021,2022, we had no material off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Inflation
We are exposed to inflation risk as income from future long-term leases is the primary source of our cash flows from operations. There are provisions in the majority of our tenant leases that protect us from the impact of normal inflation. These provisions include rent escalations, reimbursement billings for operating expense pass-through charges and real estate tax and insurance reimbursements on a per square foot allowance. However, due to the long-term nature of our leases, among other factors, the leases may not reset frequently enough to cover inflation.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes from the quantitative and qualitative disclosures about market risk previously disclosed in our 20202021 Annual Report on Form 10-K. On March 5, 2021, the United Kingdom Financial Conduct Authority (“FCA”), a regulator of financial services firms and financial markets in the United Kingdom, formally announced the cessation of LIBOR as of June 30, 2023. The Alternative Reference Rates Committee, a group of private-market participant convened by the U.S. Federal Reserve Board and the New York Federal Reserve, has recommended Secured Overnight Financing Rate (“SOFR”) as a more robust reference rate alternative to U.S. dollar LIBOR. Concurrent with the FCA’s announcement, the International Swaps and Derivatives Association (“ISDA”) determined that the announcement constituted an index cessation event and consequently the fallback spread adjustments were fixed and published, with the spread adjustment between U.S. dollar 1-Month LIBOR and SOFR at 0.11%. Borrowings under our Unsecured Credit Agreement and our $200 million unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin, as specified in Note 8 - Debt. On October 6, 2021, we entered into a third amended and restated revolving credit and term loan agreement, extending the maturities under the existing Unsecured Credit Agreement to October 31, 2025. However, the credit agreement, as amended, includes customary LIBOR replacement terms. The $200 million unsecured term loan matures on January 15, 2024, however, the loan agreement includes provisions for an alternative rate of interest in the event LIBOR is no longer a widely recognized benchmark rate. As of September 30, 2021, the fallback rate under SOFR was 0.16%. Comparatively, the U.S. dollar 1-Month LIBOR rate as of September 30, 2021 was 0.08%. Consequently, we do not anticipate the transition from LIBOR will have a material impact on our financial statements or results of operations.
Item 4. Controls and Procedures
Healthcare TrustRealty Holdings, L.P.’s management, which as of America, Inc.
HTA’sand subsequent to the date of the Merger, consists of the management of Legacy HR, is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including HTA’sthe Chief Executive Officer (as the principal executive officer) and Chief Financial Officer (as the principal financial officer and principal accounting officer), to allow timely decisions regarding required disclosures.
As of SeptemberJune 30, 2021,2022, an evaluation was conducted by HTAHealthcare Realty Holdings, L.P. under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, HTA’sour Chief Executive Officer and Chief Financial Officer on behalf of HR in its capacity as general partner of Healthcare Realty Holdings, L.P., each concluded that HTA’sthe disclosure controls and procedures were effective as of SeptemberJune 30, 2021.2022.
There were no changes in ourHealthcare Realty Holdings, L.P.’s internal control over financial reporting that occurred during the quarter ended SeptemberJune 30, 20212022 that have materially affected, or are reasonably believed to be likely to materially affect, ourits internal control over financial reporting. This determination was reached after careful evaluation of the effects COVID-19 has had on our operations.
November 5, 2021
Healthcare Trust of America Holdings, LP
HTALP’s management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including HTA’s Chief Executive Officer (as the principal executive officer) and Chief Financial Officer (as the principal financial officer and principal accounting officer), to allow timely decisions regarding required disclosures.
As of September 30, 2021, an evaluation was conducted by HTALP under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, HTA’s Chief Executive Officer and Chief Financial Officer, on behalf of HTA in its capacity as general partner of HTALP, each concluded that HTALP’s disclosure controls and procedures were effective as of September 30, 2021.
There were no changes in HTALP’s internal control over financial reporting that occurred during the quarter ended September 30, 2021 that have materially affected, or are reasonably believed to be likely to materially affect, HTALP’s internal control over financial reporting. This determination was reached after careful evaluation of the effects COVID-19 has had on our operations.
November 5, 2021August 18, 2022
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
WeNaN purported stockholders of HTA filed actions in the United States District Court for the Southern District of New York captioned Stein v. Healthcare Trust of America, Inc., Case No. No. 1:22cv-03703 (S.D.N.Y.), and Tiso v. Healthcare Trust of America, Inc., Case No. 1:22CV03804 (S.D.N.Y.), alleging that the Registration Statement on Form S-4 filed by the Company with the SEC on May 2, 2022, which included the Preliminary Proxy Statement, was materially incomplete, false or misleading in certain respects, thereby allegedly violating Sections 14(a) and 20(a) of the Exchange Act (15 U.S.C. § § 78n(a), 78t(a)), and SEC Rule 14a-9 (17 C.F.R. § 240.14a-9) or 17 C.F.R. § 244.100 promulgated thereunder. In addition, a purported shareholder filed an action in the United States District Court for the Eastern District of New York, captioned Johnson v. Healthcare Trust of America, Inc., Case No. 1:22-cv-03692 (E.D.N.Y.), which generally alleged that the Definitive Proxy Statement filed by HR on June 10, 2022 failed to disclose material information in connection with the Merger and that, as a result, the Definitive Proxy Statement is materially misleading in violation of Section 14(a) and Section 20(a) of the Exchange Act. These three actions collectively are referred to as the “Complaints”.

Each of the Complaints had sought, among other things, to enjoin the Company and HR from consummating the Merger or, in the alternative, rescission of the Merger or damages. Although the Company believed that the claims asserted in the Complaints were without merit and that no supplemental disclosure was required under applicable law, in order to avoid the risk of the above actions delaying or adversely affecting the Merger, to alleviate the costs, risks and uncertainties inherent in litigation, to provide additional information to its stockholders, and without admitting any liability or wrongdoing, the Company voluntarily supplemented the Definitive Proxy Statement, and these Complaints have since been settled. Additional lawsuits may be filed against us, our Board of Directors, and/or other parties to the Merger in connection with the transactions contemplated by the Merger Agreement.

In addition, we are, from time to time, also subject to claims and litigation arising in the ordinary course of business. business with respect to tenant litigation and threatened or asserted labor matters.

We do not believe any liability from any reasonably foreseeable disposition of suchthe aforementioned claims and litigation, individually or in the aggregate, would have a material adverse effect on our accompanying condensed consolidated financial statements.position, results of operations or cash flows.
Item 1A. Risk Factors
The following supplementsThere have been no material changes from the risk factors previously disclosed in Part I, Item 1A - Risk Factors of ourthe Company’s 2021 Annual Report on Form 10-K, for the year ended December 31, 2020 (our “2020 Form 10-K”). The following risk factor disclosure should be read in conjunctionfiled with the risk factors described in our 2020 Form 10-K. The discussion of risk factors, as so supplemented, sets forth the material risk factors that could materially affect our business, financial condition or future results. The risks described in our 2020 Form 10-K and this Quarterly ReportSEC on Form 10-Q are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely impact our business, financial condition, results of operations and cash flows.
Our success depends to a significant degree upon the continued contributions of our Board members, our interim Chief Executive Officer and other key personnel, each of whom would be difficult to replace. If we are unable to employ a satisfactory successor to our interim Chief Executive Officer or if we were to lose the benefit of the experience, efforts and abilities of one or more of these individuals, our operating results could suffer.
Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance of our Board of Directors, our executive officers and our other employees. A special committee of our Board is currently engaged in a search process to identify and employ a successor to our interim Chief Executive Officer who was appointed following the resignation of our former Chairman and Chief Executive Officer effective August 2, 2021. If we are unable to employ a satisfactory replacement Chief Executive Officer or are unable to do so on a timely basis, our operating results could suffer. Our Board of Directors establishes important policies, governance objectives and strategic goals, and our management team serves a critical role in the identification and acquisition of investments, the determination and finalization of our financing arrangements, the asset management of our investments, and the operation of our day-to-day activities. Our stockholders will have no opportunity to evaluate the terms of transactions or other economic or financial data concerning our investments that are not described in our 2020 From 10-K or other filings with the Securities and Exchange Commission. We rely primarily on the management ability of our executive officers and the governance by the members of our Board of Directors, each of whom would be difficult to replace. We do not have any key-person life insurance on our executive officers. Although we have entered into employment agreements with each of our executive officers, these employment agreements contain various termination and resignation rights. If we were to lose the benefit of the experience, efforts and abilities of these executives, without satisfactory replacements, our operating results could suffer. In addition, if any member of our Board of Directors were to resign, we would lose the benefit of such director’s governance expertise and experience, and familiarity with us and the sector within which we operate. As a result of the foregoing, we may be unable to achieve our investment objectives or to pay distributions to our stockholders.
Our recently substantially completed internal investigation into circumstances relating to reports pursuant to our whistleblower policy could result in adverse consequences that would adversely affect our financial condition or results of operations.
We, with the assistance of outside legal counsel, and our board’s audit committee, with the assistance of independent legal counsel, recently substantially completed an internal investigation into circumstances relating to reports pursuant to our whistleblower policy. On November 4, 2021, we filed a Current Report on Form 8-K in which we reported on the results of the internal investigation. Although we concluded that the matters that were the subject of the ongoing investigation have not had a material adverse impact on the Company’s financial condition or results of operations, we cannot exclude the possibility of unanticipated adverse consequences of the internal investigation, including, but not limited to, the possibility that the Securities and Exchange Commission or other governmental authorities or regulators may commence investigations into the facts underlying our internal investigation; the consequences of any such government investigations, including the imposition of civil or criminal penalties; the risk that we may become subject to shareholder lawsuits, the defense of which may be costly; potential reputational harm resulting from the facts underlying the internal investigation; the possibility that executives or other employees may resign or be terminated; the impact of the investigation on historical financial statements; the effect of the internal investigation on our conclusions regarding the effectiveness of our internal control over financial reporting and our disclosure controls and procedures and on our ability to timely file the reports we are required to file with the Securities and Exchange Commission.
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Significant stockholders may attempt to effect changes at our company or acquire control over our company, which could impact the pursuit of business strategies and adversely affect our results of operations and financial condition.
We recently received communications from an investor regarding our governance and strategic direction. Other investors could take steps to involve themselves in our governance and strategic direction. Activist investors may attempt to effect changes in our strategic direction and how we are governed, or to acquire control over the company. Some investors seek to increase short-term stockholder value by advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases, or even sales of assets or the entire company. While we welcome varying opinions from all shareholders, activist campaigns that contest or conflict with our strategic direction could have an adverse effect on our results of operations and financial condition as responding to proxy contests and other actions by activist shareholders can disrupt our operations, be costly and time-consuming, and divert the attention of our board and senior management from the pursuit of business strategies. In addition, perceived uncertainties as to our future direction as a result of changes to the composition of our board may lead to the perception of a change in the direction of the business, instability or lack of continuity which may be exploited by our competitors, may cause concern to our current or potential customers, may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners. These types of actions could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.March 1, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
During the three months ended September 30, 2021, we repurchased shares of our common stock as follows:
Period
Total Number of
Shares Purchased (1) (2)
Average Price
Paid per Share (1) (2)
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plan or Program		Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
July 1, 2021 to July 31, 2021426 $27.25 — — 
August 1, 2021 to August 31, 2021— — — — 
September 1, 2021 to September 30, 2021— — — — 
(1) Purchases represent shares of common stock withheld by us to satisfy withholding obligations on the vesting of restricted shares. The price paid per share was the then closing price of our common stock on the NYSE.
(2) For each share of common stock redeemed by HTA, HTALP redeems a corresponding number of OP Units in the HTALP operating partnership. Therefore, the OP Units in the HTALP operating partnership repurchased by HTALP are the same as the shares of common stock repurchased by HTA as shown above.

None.
Item 6. Exhibits
The exhibits listed on the Exhibit Index are included, and incorporated by reference, in this Quarterly Report.
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EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.
The following exhibits are included, or incorporated by reference, in this Quarterly Report for the quarter ended SeptemberJune 30, 20212022 (and are numbered in accordance with Item 601 of Regulation S-K).
1.12.1
1.23.1
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
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1.17
1.18
5.1
10.1†
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
10.5
10.2
10.3
23.1
31.1*
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31.2*
31.3*
31.4*
32.1**
32.2**
32.3**
32.4**
101.INS*Inline XBRL Instance Document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Filed herewith.
**Furnished herewith.
†Compensatory plan or arrangement.

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

HEALTHCARE REALTY HOLDINGS, L.P.
By:Healthcare Realty Trust of America, Inc.Incorporated
By:/s/ Peter N. FossInterim President and Chief Executive Officerits General Partner
Peter N. Foss(Principal Executive Officer)
Date:November 5, 2021
By:/s/ Robert A. MilliganJ. CHRISTOPHER DOUGLAS
J. Christopher Douglas
Executive Vice President and Chief Financial Officer
 Robert A. Milligan(Principal Financial Officer and Principal Accounting Officer)
Date:November 5, 2021
Healthcare Trust of America Holdings, LP
By:Healthcare Trust of America, Inc.,
its General Partner
By:/s/ Peter N. FossInterim President and Chief Executive Officer
Peter N. Foss(Principal Executive Officer)
Date:November 5, 2021
By:/s/ Robert A. MilliganChief Financial Officer
 Robert A. Milligan(Principal Financial Officer and Principal Accounting Officer)
Date:November 5, 2021August 18, 2022

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