Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 25, 2018 | |
Entity Information [Line Items] | ||
Entity Registrant Name | HEALTHCARE TRUST OF AMERICA, INC. | |
Entity Central Index Key | 1,360,604 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 205,184,578 | |
Entity Current Reporting Status | Yes | |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Entity Information [Line Items] | ||
Entity Registrant Name | Healthcare Trust of America Holdings, LP | |
Entity Central Index Key | 1,495,491 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Real estate investments: | ||
Land | $ 486,403 | $ 485,319 |
Building and improvements | 5,851,437 | 5,830,824 |
Lease intangibles | 638,103 | 639,199 |
Construction in progress | 24,559 | 14,223 |
Real estate investments, gross | 7,000,502 | 6,969,565 |
Accumulated depreciation and amortization | (1,087,262) | (1,021,691) |
Real estate investments, net | 5,913,240 | 5,947,874 |
Investment in unconsolidated joint venture | 69,147 | 68,577 |
Cash and cash equivalents | 56,243 | 100,356 |
Restricted cash | 12,695 | 18,204 |
Receivables and other assets, net | 203,686 | 207,857 |
Other intangibles, net | 104,824 | 106,714 |
Total assets | 6,359,835 | 6,449,582 |
Liabilities: | ||
Debt | 2,780,291 | 2,781,031 |
Accounts payable and accrued liabilities | 134,574 | 167,852 |
Derivative financial instruments - interest rate swaps | 742 | 1,089 |
Security deposits, prepaid rent and other liabilities | 59,530 | 61,222 |
Intangible liabilities, net | 66,665 | 68,203 |
Total liabilities | 3,041,802 | 3,079,397 |
Commitments and contingencies | ||
Redeemable noncontrolling interests | 6,770 | 6,737 |
Equity/Partners' Capital: | ||
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 205,179,776 and 204,892,118 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively | 2,052 | 2,049 |
Additional paid-in capital | 4,511,736 | 4,508,528 |
Accumulated other comprehensive loss | 1,157 | 274 |
Cumulative dividends in excess of earnings | (1,284,826) | (1,232,069) |
Total stockholders’ equity | 3,230,119 | 3,278,782 |
Noncontrolling interests | 81,144 | 84,666 |
Total equity | 3,311,263 | 3,363,448 |
Total liabilities and equity/partners' capital | 6,359,835 | 6,449,582 |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Real estate investments: | ||
Land | 486,403 | 485,319 |
Building and improvements | 5,851,437 | 5,830,824 |
Lease intangibles | 638,103 | 639,199 |
Construction in progress | 24,559 | 14,223 |
Real estate investments, gross | 7,000,502 | 6,969,565 |
Accumulated depreciation and amortization | (1,087,262) | (1,021,691) |
Real estate investments, net | 5,913,240 | 5,947,874 |
Investment in unconsolidated joint venture | 69,147 | 68,577 |
Cash and cash equivalents | 56,243 | 100,356 |
Restricted cash | 12,695 | 18,204 |
Receivables and other assets, net | 203,686 | 207,857 |
Other intangibles, net | 104,824 | 106,714 |
Total assets | 6,359,835 | 6,449,582 |
Liabilities: | ||
Debt | 2,780,291 | 2,781,031 |
Accounts payable and accrued liabilities | 134,574 | 167,852 |
Derivative financial instruments - interest rate swaps | 742 | 1,089 |
Security deposits, prepaid rent and other liabilities | 59,530 | 61,222 |
Intangible liabilities, net | 66,665 | 68,203 |
Total liabilities | 3,041,802 | 3,079,397 |
Commitments and contingencies | ||
Redeemable noncontrolling interests | 6,770 | 6,737 |
Equity/Partners' Capital: | ||
Limited partners’ capital, 4,032,835 and 4,124,148 units issued and outstanding as of March 31, 2018 and December 31, 2017, respectively | 80,874 | 84,396 |
General partners’ capital, 205,179,776 and 204,892,118 units issued and outstanding as of March 31, 2018 and December 31, 2017, respectively | 3,230,389 | 3,279,052 |
Total partners’ capital | 3,311,263 | 3,363,448 |
Total liabilities and equity/partners' capital | $ 6,359,835 | $ 6,449,582 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Partners’ Capital: | ||
Limited partner's capital, units issued (in shares) | 4,032,835 | 4,124,148 |
Limited partner's capital, units outstanding (in shares) | 4,032,835 | 4,124,148 |
General partner's capital, units issued (in shares) | 205,179,776 | 204,892,118 |
General partner's capital, units outstanding (in shares) | 205,179,776 | 204,892,118 |
Class A Common Stock | ||
Equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 205,179,776 | 204,892,118 |
Common stock, shares outstanding (in shares) | 205,179,776 | 204,892,118 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Revenues: | |||
Rental income | $ 175,567,000 | $ 123,993,000 | |
Interest and other operating income | 94,000 | 354,000 | |
Total revenues | 175,661,000 | 124,347,000 | |
Expenses: | |||
Rental | 56,022,000 | 39,020,000 | |
General and administrative | 8,786,000 | 8,423,000 | |
Transaction | 191,000 | 284,000 | |
Depreciation and amortization | 70,392,000 | 47,056,000 | |
Impairment | 4,606,000 | 0 | |
Total expenses | 139,997,000 | 94,783,000 | |
Income before other income (expense) | 35,664,000 | 29,564,000 | |
Interest expense: | |||
Interest related to derivative financial instruments | (58,000) | (324,000) | |
Gain on change in fair value of derivative financial instruments, net | 0 | 839,000 | |
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments | (58,000) | 515,000 | |
Interest related to debt | (26,195,000) | (16,058,000) | |
Gain on sale of real estate, net | 0 | 3,000 | |
Loss on extinguishment of debt, net | 0 | (32,000) | |
Income from unconsolidated joint venture | 570,000 | 0 | |
Other income | 35,000 | 8,000 | |
Net income | 10,016,000 | 14,000,000 | |
Net income attributable to noncontrolling interests | [1] | (214,000) | (455,000) |
Net income attributable to common stockholders/unitholders | $ 9,802,000 | $ 13,545,000 | |
Earnings per common share/unit - basic: | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.05 | $ 0.10 | |
Earnings per common share/unit - diluted: | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.05 | $ 0.09 | |
Weighted average common shares/units outstanding: | |||
Basic (in shares/units) | 205,069 | 141,780 | |
Diluted (in shares/units) | 209,177 | 146,117 | |
Dividends declared per common share/common unit (in dollars per share) | $ 0.305 | $ 0.300 | |
Healthcare Trust of America Holdings, LP (HTALP) | |||
Revenues: | |||
Rental income | $ 175,567,000 | $ 123,993,000 | |
Interest and other operating income | 94,000 | 354,000 | |
Total revenues | 175,661,000 | 124,347,000 | |
Expenses: | |||
Rental | 56,022,000 | 39,020,000 | |
General and administrative | 8,786,000 | 8,423,000 | |
Transaction | 191,000 | 284,000 | |
Depreciation and amortization | 70,392,000 | 47,056,000 | |
Impairment | 4,606,000 | 0 | |
Total expenses | 139,997,000 | 94,783,000 | |
Income before other income (expense) | 35,664,000 | 29,564,000 | |
Interest expense: | |||
Interest related to derivative financial instruments | (58,000) | (324,000) | |
Gain on change in fair value of derivative financial instruments, net | 0 | 839,000 | |
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments | (58,000) | 515,000 | |
Interest related to debt | (26,195,000) | (16,058,000) | |
Gain on sale of real estate, net | 0 | 3,000 | |
Loss on extinguishment of debt, net | 0 | (32,000) | |
Income from unconsolidated joint venture | 570,000 | 0 | |
Other income | 35,000 | 8,000 | |
Net income | 10,016,000 | 14,000,000 | |
Net income attributable to noncontrolling interests | (33,000) | (30,000) | |
Net income attributable to common stockholders/unitholders | $ 9,983,000 | $ 13,970,000 | |
Earnings per common share/unit - basic: | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.05 | $ 0.10 | |
Earnings per common share/unit - diluted: | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.05 | $ 0.10 | |
Weighted average common shares/units outstanding: | |||
Basic (in shares/units) | 209,177 | 146,117 | |
Diluted (in shares/units) | 209,177 | 146,117 | |
Dividends declared per common share/common unit (in dollars per share) | $ 0.305 | $ 0.300 | |
[1] | Includes amounts attributable to redeemable noncontrolling interests. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net income | $ 10,016 | $ 14,000 |
Other comprehensive gain (loss) | ||
Change in unrealized gains (losses) on cash flow hedges | 900 | (88) |
Total other comprehensive gain (loss) | 900 | (88) |
Total comprehensive income | 10,916 | 13,912 |
Comprehensive income attributable to noncontrolling interests | (198) | (422) |
Total comprehensive income attributable to common stockholders/unitholders | 10,718 | 13,490 |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Net income | 10,016 | 14,000 |
Other comprehensive gain (loss) | ||
Change in unrealized gains (losses) on cash flow hedges | 900 | (88) |
Total other comprehensive gain (loss) | 900 | (88) |
Total comprehensive income | 10,916 | 13,912 |
Comprehensive income attributable to noncontrolling interests | (33) | (30) |
Total comprehensive income attributable to common stockholders/unitholders | $ 10,883 | $ 13,882 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock | Total Stockholders’ Equity | Common StockClass A Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Gain (Loss) | Cumulative Dividends in Excess of Earnings | Noncontrolling Interests |
Beginning balance at Dec. 31, 2016 | $ 1,780,417 | $ 1,687,274 | $ 1,417 | $ 2,754,818 | $ 0 | $ (1,068,961) | $ 93,143 | |
Beginning balance (in shares) at Dec. 31, 2016 | 141,719,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of operating partnership units in connection with an acquisition | 610 | 610 | ||||||
Share-based award transactions, net | 2,530 | 2,530 | $ 2 | 2,528 | ||||
Share-based award transactions, net (in shares) | 213,000 | |||||||
Repurchase and cancellation of common stock | (3,118) | (3,118) | $ (1) | (3,117) | ||||
Repurchase and cancellation of common stock (in shares) | (107,000) | |||||||
Dividends declared | (44,466) | (43,145) | (43,145) | (1,321) | ||||
Net income | 13,970 | 13,545 | 13,545 | 425 | ||||
Other comprehensive gain (loss) | (88) | (85) | (85) | (3) | ||||
Ending balance at Mar. 31, 2017 | 1,749,855 | 1,657,001 | $ 1,418 | 2,754,229 | (85) | (1,098,561) | 92,854 | |
Ending balance (in shares) at Mar. 31, 2017 | 141,825,000 | |||||||
Beginning balance at Dec. 31, 2017 | 3,363,448 | 3,278,782 | $ 2,049 | 4,508,528 | 274 | (1,232,069) | 84,666 | |
Beginning balance (in shares) at Dec. 31, 2017 | 204,892,118 | 204,892,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based award transactions, net | 3,507 | 3,507 | $ 3 | 3,504 | ||||
Share-based award transactions, net (in shares) | 289,000 | |||||||
Repurchase and cancellation of common stock | (2,709) | (2,709) | $ (1) | (2,708) | ||||
Repurchase and cancellation of common stock (in shares) | (92,000) | |||||||
Redemption of noncontrolling interest and other | 0 | 2,413 | $ 1 | 2,412 | (2,413) | |||
Redemption of noncontrolling interest and other (in shares) | 91,000 | |||||||
Dividends declared | (63,866) | (62,559) | (62,559) | (1,307) | ||||
Net income | 9,983 | 9,802 | 9,802 | 181 | ||||
Other comprehensive gain (loss) | 900 | 883 | 883 | 17 | ||||
Ending balance at Mar. 31, 2018 | $ 3,311,263 | $ 3,230,119 | $ 2,052 | $ 4,511,736 | $ 1,157 | $ (1,284,826) | $ 81,144 | |
Ending balance (in shares) at Mar. 31, 2018 | 205,179,776 | 205,180,000 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - USD ($) shares in Thousands, $ in Thousands | Total | Healthcare Trust of America Holdings, LP (HTALP) | Healthcare Trust of America Holdings, LP (HTALP)General Partners’ Capital | Healthcare Trust of America Holdings, LP (HTALP)Limited Partners’ Capital |
Balance as of beginning of period at Dec. 31, 2016 | $ 1,780,417 | $ 1,687,544 | $ 92,873 | |
Balance as of beginning of period (in units) at Dec. 31, 2016 | 141,719 | 4,323 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Issuance of limited partner units in connection with an acquisition | 610 | $ 610 | ||
Issuance of limited partner units in connection with an acquisition (in units) | 21 | |||
Share-based award transactions, net | 2,530 | $ 2,530 | ||
Share-based award transactions, net (in units) | 213 | |||
Redemption and cancellation of general partner units | (3,118) | $ (3,118) | ||
Redemption and cancellation of general partner units (in units) | (107) | |||
Distributions declared | (44,466) | $ (43,145) | $ (1,321) | |
Net income | $ 13,545 | 13,970 | 13,545 | 425 |
Other comprehensive gain (loss) | (88) | (88) | (85) | (3) |
Balance as of end of period at Mar. 31, 2017 | 1,749,855 | $ 1,657,271 | $ 92,584 | |
Balance as of end of period (in units) at Mar. 31, 2017 | 141,825 | 4,344 | ||
Balance as of beginning of period at Dec. 31, 2017 | 3,363,448 | $ 3,279,052 | $ 84,396 | |
Balance as of beginning of period (in units) at Dec. 31, 2017 | 204,892 | 4,124 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Share-based award transactions, net | 3,507 | $ 3,507 | ||
Share-based award transactions, net (in units) | 289 | |||
Redemption and cancellation of general partner units | (2,709) | $ (2,709) | ||
Redemption and cancellation of general partner units (in units) | (92) | |||
Redemption of limited partner units and other | 0 | $ 2,413 | $ (2,413) | |
Redemption of limited partner units and other (in units) | 91 | (91) | ||
Distributions declared | (63,866) | $ (62,559) | $ (1,307) | |
Net income | 9,802 | 9,983 | 9,802 | 181 |
Other comprehensive gain (loss) | $ 900 | 900 | 883 | 17 |
Balance as of end of period at Mar. 31, 2018 | $ 3,311,263 | $ 3,230,389 | $ 80,874 | |
Balance as of end of period (in units) at Mar. 31, 2018 | 205,180 | 4,033 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 10,016,000 | $ 14,000,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and other | 68,303,000 | 46,213,000 |
Share-based compensation expense | 3,507,000 | 2,530,000 |
Bad debt expense | 3,000 | 103,000 |
Impairment | 4,606,000 | 0 |
Income from unconsolidated joint venture | (570,000) | 0 |
Gain on sale of real estate, net | 0 | (3,000) |
Loss on extinguishment of debt, net | 0 | 32,000 |
Change in fair value of derivative financial instruments | 0 | (839,000) |
Changes in operating assets and liabilities: | ||
Receivables and other assets, net | 9,274,000 | (7,771,000) |
Accounts payable and accrued liabilities | (30,780,000) | (7,934,000) |
Prepaid rent and other liabilities | (3,479,000) | 682,000 |
Net cash provided by operating activities | 60,880,000 | 47,013,000 |
Cash flows from investing activities: | ||
Investments in real estate | (11,887,000) | (34,706,000) |
Development of real estate | (13,235,000) | 0 |
Proceeds from the sale of real estate | 0 | 4,746,000 |
Capital expenditures | (17,417,000) | (12,894,000) |
Collection of real estate notes receivable | 172,000 | 0 |
Net cash used in investing activities | (42,367,000) | (42,854,000) |
Cash flows from financing activities: | ||
Borrowings on unsecured revolving credit facility | 0 | 92,000,000 |
Payments on unsecured revolving credit facility | 0 | (10,000,000) |
Payments on secured mortgage loans | (1,598,000) | (40,155,000) |
Security deposits | 52,000 | 14,000 |
Repurchase and cancellation of common stock | (2,709,000) | (3,118,000) |
Dividends paid | (62,546,000) | (42,536,000) |
Distributions paid to noncontrolling interest of limited partners | (1,334,000) | (1,332,000) |
Net cash used in financing activities | (68,135,000) | (5,127,000) |
Net change in cash, cash equivalents and restricted cash | (49,622,000) | (968,000) |
Cash, cash equivalents and restricted cash - beginning of period | 118,560,000 | 25,045,000 |
Cash, cash equivalents and restricted cash - end of period | 68,938,000 | 24,077,000 |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Cash flows from operating activities: | ||
Net income | 10,016,000 | 14,000,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and other | 68,303,000 | 46,213,000 |
Share-based compensation expense | 3,507,000 | 2,530,000 |
Bad debt expense | 3,000 | 103,000 |
Impairment | 4,606,000 | 0 |
Income from unconsolidated joint venture | (570,000) | 0 |
Gain on sale of real estate, net | 0 | (3,000) |
Loss on extinguishment of debt, net | 0 | 32,000 |
Change in fair value of derivative financial instruments | 0 | (839,000) |
Changes in operating assets and liabilities: | ||
Receivables and other assets, net | 9,274,000 | (7,771,000) |
Accounts payable and accrued liabilities | (30,780,000) | (7,934,000) |
Prepaid rent and other liabilities | (3,479,000) | 682,000 |
Net cash provided by operating activities | 60,880,000 | 47,013,000 |
Cash flows from investing activities: | ||
Investments in real estate | (11,887,000) | (34,706,000) |
Development of real estate | (13,235,000) | 0 |
Proceeds from the sale of real estate | 0 | 4,746,000 |
Capital expenditures | (17,417,000) | (12,894,000) |
Collection of real estate notes receivable | 172,000 | 0 |
Net cash used in investing activities | (42,367,000) | (42,854,000) |
Cash flows from financing activities: | ||
Borrowings on unsecured revolving credit facility | 0 | 92,000,000 |
Payments on unsecured revolving credit facility | 0 | (10,000,000) |
Payments on secured mortgage loans | (1,598,000) | (40,155,000) |
Security deposits | 52,000 | 14,000 |
Repurchase and cancellation of general partner units | (2,709,000) | (3,118,000) |
Distributions paid to general partner | (62,546,000) | (42,536,000) |
Distributions paid to limited partners and redeemable noncontrolling interests | (1,334,000) | (1,332,000) |
Net cash used in financing activities | (68,135,000) | (5,127,000) |
Net change in cash, cash equivalents and restricted cash | (49,622,000) | (968,000) |
Cash, cash equivalents and restricted cash - beginning of period | 118,560,000 | 25,045,000 |
Cash, cash equivalents and restricted cash - end of period | $ 68,938,000 | $ 24,077,000 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business HTA, a Maryland corporation, and HTALP , a Delaware limited partnership, were incorporated or formed, as applicable, on April 20, 2006 . HTA operates as a REIT and is the general partner of HTALP , which is the operating partnership, in an umbrella partnership, or “UPREIT” structure. HTA has qualified and intends to continue to be taxed as a REIT for federal income tax purposes under the applicable sections of the Internal Revenue Code. We own real estate primarily consisting of medical office buildings (“MOBs”) located on or adjacent to hospital campuses or in off-campus, community core outpatient locations across 33 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. We generate substantially all of our revenues from rents and rental-related activities, such as property and facilities management and other incidental revenues related to the operation of real estate. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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. Interim Unaudited Financial Data Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable for the full year. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2017 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 partnership not owned by us are presented as non-controlling interests in our consolidated balance sheets and statements of operations, consolidated statements of comprehensive income or loss, consolidated statements of equity, and consolidated statements of changes in partners’ capital. The portions of other joint venture arrangements not owned by us are presented as redeemable non-controlling interests on the accompanying condensed consolidated balance sheets. In addition, as described in Note 1 - Organization and Description of Business , certain third parties have been issued OP Units in HTALP. Holders of OP Units are considered to be noncontrolling interest holders in HTALP and their ownership interests are reflected as equity on the accompanying condensed consolidated balance sheets. Further, a portion of the earnings and losses of HTALP are allocated to noncontrolling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity. As of March 31, 2018 and December 31, 2017 , there were approximately 4.0 million , and 4.1 million , respectively, of OP Units issued and outstanding. VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. A primary beneficiary is one that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The HTALP operating partnership and our other joint venture arrangements are VIEs because the limited partners in those partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Additionally, we determined that we are the primary beneficiary of our VIEs. Accordingly, we consolidate our interests in the HTALP operating partnership and in our other joint venture arrangements. However, because we hold what is deemed a majority voting interest in the HTALP operating partnership and our other joint venture arrangements, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above. Reclassification In November 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-18 Statement of Cash Flows: Restricted Cash. ASU 2016-18 requires that a statement of cash flows explain the change during the period in cash, cash equivalents and restricted cash or restricted cash equivalents. Therefore, restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period amounts shown on the accompanying condensed consolidated statements of cash flows. We adopted ASU 2016-18 as set forth in our 2017 Annual Report on Form 10-K as of January1, 2017, and as a result of the adoption, the guidance requires retrospective adoption for all periods presented. The following table represents the previously reported balances and the reclassified balances for the impacted items for the three months ended March 31, 2017 in the accompanying condensed consolidated statements of cash flows (in thousands): Three Months Ended March 31, 2017 As Previously Reported As Reclassified Cash flows from investing activities: Other assets (1) $ 5,771 $ — Net cash used in investing activities (37,083 ) (42,854 ) Net change in cash, cash equivalents and restricted cash (2) $ 4,803 $ (968 ) Cash, cash equivalents and restricted cash - beginning of period (2) 11,231 25,045 Cash, cash equivalents and restricted cash - end of period (2) $ 16,034 $ 24,077 (1) Prior to adoption of ASU 2016-18, the line item description was “Restricted cash, escrow deposits and other assets”. (2) With the adoption of ASU 2016-18, the line item description now includes restricted cash. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. Restricted cash is comprised of reserve accounts for property taxes, insurance, capital improvements and tenant improvements as well as collateral accounts for debt and interest rate swaps and deposits for future investments. With our adoption of ASU 2016-18 as set forth in our 2017 Annual Report on Form 10-K as of January 1, 2017, the following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets to the combined amounts shown on the accompanying condensed consolidated statements of cash flows (in thousands): March 31, 2018 2017 Cash and cash equivalents $ 56,243 $ 16,034 Restricted cash 12,695 8,043 Total cash, cash equivalents and restricted cash $ 68,938 $ 24,077 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 reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recorded on a gross basis, as we are generally the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier, and have credit risk. 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. Effective January 1, 2018, with the adoption of Topic 606 and corresponding amendments, the revenue recognition process will be based on a five-step model to account for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. Topic 606 requires an entity to 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, therefore, is specifically excluded from Topic 606 and will be governed and evaluated with the anticipated adoption of Topic 842. The other revenue stream identified as impacting Topic 606 is concentrated in the recognition of real estate sales and this component does not have a material impact on our financial statements. For more detailed information on Topic 606 see “Recently Issued or Adopted Accounting Pronouncements” below. Investments in Real Estate Depreciation expense of buildings and improvements for the three months ended March 31, 2018 and 2017 , was $50.7 million and $32.7 million , respectively. Unconsolidated Joint Ventures We account for our investments in unconsolidated joint ventures using the equity method of accounting because we have the ability to exercise significant influence, but not control, over the financial and operational policy decisions of the investments. Using the equity method of accounting, the initial investment is recognized at cost and subsequently adjusted for our share of the net income or loss and any distributions from the joint venture. As of March 31, 2018 , we had a 50% interest in one such investment with a carrying value and maximum exposure to risk of $69.1 million , which is recorded in investment in unconsolidated joint venture in the accompanying condensed consolidated balance sheets. We record our share of net income (loss) in income (loss) from unconsolidated joint venture in the accompanying condensed consolidated statements of operations. For the three months ended March 31, 2018 , we recognized income of $0.6 million . Our unconsolidated joint venture was acquired during the second quarter of 2017 and, as such, there was no income (loss) or distributions for the three months ended March 31, 2017 . Recently Issued or Adopted Accounting Pronouncements The following table provides a brief description of recently adopted accounting pronouncements: Accounting Pronouncement Description Effective Date Effect on financial statements Topic 606; collectively, ASU 2014-09, 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, ASU 2017-05, ASU 2017-10, ASU 2017-13 and ASU 2017-14 Revenue from Contracts with Customers (Issued May 2014, August 2015, March 2016, April 2016, May 2016, December 2016, February 2017, May 2017, September 2017 and November 2017) In May 2014, the FASB issued Topic 606. The objective of Topic 606 is to establish a comprehensive new five-step model requiring a company to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (i.e., payment) to which the company expects to be entitled in exchange for those goods or services. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to Topic 606. Topic 606 does not apply to revenue from lease contracts until the adoption of the new leases standard in ASU 2016-02, in January 2019. ASU 2017-05 applies to all nonfinancial assets (including real estate) for which the counterparty is not a customer and requires an entity to derecognize a nonfinancial asset in a partial sale transaction when it ceases to have a controlling financial interest in the asset and has transferred control of the asset. Once an entity transfers control of the nonfinancial asset, the entity is required to measure any nonconrolling interest it receives or retains at fair value. Under the current guidance, a partial sale is recognized and carryover basis is used for the retained interest resulting in only partial gain recognition by the entity, however, the new guidance eliminates the use of carryover basis and generally requires the full gain to be recognized. In adopting Topic 606, companies may use either a full retrospective or a modified retrospective approach. Topic 606 is effective for fiscal years beginning after December 15, 2017 along with the right of early adoption as of the original effective date. We adopted Topic 606 effective January 1, 2018 to all open contracts using the modified retrospective approach. As part of the adoption, we identified all revenue streams and concluded that revenues from leasing arrangements represented substantially all of our revenue and is generally excluded from the scope of Topic 606. Rather, rental revenue, including any executory type costs, will be governed and evaluated with the adoption of Topic 842 as described below. In addition, under Topic 606, revenue recognition for real estate sales will be substantially based on a principles-based approach to determine whether there has been transfer of control versus continuing involvement under the current guidance. There have not been, nor do we anticipate, any reclassifications or material impacts on our consolidated financial statements as a result of this adoption. ASU 2017-09 Compensation - Stock Compensation (Topic 718): Clarifying the Scope of Modification (Issued May 2017) ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms and conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted. We adopted ASU 2017-09 as of January 1, 2018. There have not been, nor do we anticipate, any reclassifications or material impacts on our consolidated financial statements as a result of this adoption. ASU 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (Issued August 2017) ASU 2017-12 expands and refines hedge accounting for both financial (e.g., interest rate) and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. We adopted ASU 2017-12 as of January 1, 2018. Using the modified retrospective approach, the cumulative effect of the ineffective ness for the year ended December 31, 2017 was immaterial; therefore, no adjustment was made to beginning retained earnings. Additionally, as a result of the adoption, we no longer disclose the ineffective portion of the change in fair value of our derivative financial instruments. The entire change in the fair value of the hedging instruments included in the assessment of hedge effectiveness will now be recorded in other comprehensive income and subsequently reclassified to interest expense in the period the hedging instrument affects earnings. The following table provides a brief description of recently issued accounting pronouncements: Accounting Pronouncement Description Effective Date Effect on financial statements Topic 842; collectively ASU 2016-02 and 2018-01 Leases (Issued February 2016 and January 2018) In February 2016, The FASB issued Topic 842. Topic 842 will supersede the existing guidance for lease accounting and states that companies will be required to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. Topic 842 requires qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand the nature of the entity’s leasing activities, including significant judgments and changes in judgments. ASU 2018-01 provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current lease guidance in Topic 840. An entity that elects this practical expedient should evaluate new or modified land easements under Topic 842 beginning at the date the entity adopts Topic 842; otherwise, an entity should evaluate all existing or expired land easements in connection with the adoption of the new lease requirements in Topic 842 to assess whether they meet the definition of a lease. Within Topic 842, lessor accounting remained fairly unchanged. In adopting Topic 842, companies will be required to either use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements or an optional transition method by recognizing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Topic 842 is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted. We will adopt the provisions of Topic 842 no later than January 1, 2019. As part of our adoption, we have started our evaluation process to determine the amount of the impact to our consolidated results from operations, consolidated statements of financial position and related disclosures. We anticipate that we will elect (a) the practical expedient offered that allows an entity to not reassess upon adoption (i) whether an expired or existing contract contains a lease arrangement; (ii) lease classification related to expired or existing lease arrangements; or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs; and (b) the practical expedient to not separate certain non-lease components, such as common area maintenance from lease revenue if (i) the timing and pattern of revenue recognition are the same for the non-lease component; and (ii) the related lease component and the combined single lease component would be classified as an operating lease. Further, we anticipate as a result of the adoption, all leases for which we are the lessee, including ground leases and certain corporate leases, will be recorded on our consolidated financial statements as either financing leases or operating leases with a related right of use asset and lease liability. We are assessing the related cash flows of such leases and the appropriate discount rates that correspond to the terms of these leases. With respect to initial direct costs, we are assessing the projected impact the change in guidance will have on our accounting of such costs, however, we have capitalized approximate ly $1.3 million of internal initial direct costs during the three months ended March 31, 2018 (as defined by the current lease standard, ASC 840 - Leases ). Upon the adoption of Topic 842, these initial direct costs would have been either in part or in their entirety classified as selling or general and administrative costs on our consolidated results of operations. ASU 2016-13 Financial Instruments Credit Losses: Measurement of Credit Losses on Financial Instruments (Issued June 2016) ASU 2016-13 is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted. We do not anticipate early adoption or there to be a material impact, however, we are evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements. |
Investments in Real Estate
Investments in Real Estate | 3 Months Ended |
Mar. 31, 2018 | |
Investments [Abstract] | |
Investments in Real Estate | Investments in Real Estate For the three months ended March 31, 2018 , our investments had an aggregate purchase price of $12.3 million . As part of these investments, we incurred $65,000 of capitalized costs. The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the three months ended March 31, 2018 and 2017 , respectively (in thousands): Three Months Ended March 31, 2018 2017 Land $ 1,084 $ 4,934 Building and improvements 10,280 29,762 In place leases 662 3,185 Below market leases (139 ) (65 ) Net assets acquired 11,887 37,816 Other, net 447 1,230 Aggregate purchase price $ 12,334 $ 39,046 The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the three months ended March 31, 2018 and 2017 , respectively (in years): Three Months Ended March 31, 2018 2017 Acquired intangible assets 8.4 11.3 Acquired intangible liabilities 8.4 10.2 |
Impairment
Impairment | 3 Months Ended |
Mar. 31, 2018 | |
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract] | |
Impairment | Impairment During the three months ended March 31, 2018 , we recorded an impairment charge of $4.6 million on two MOBs located in Texas and South Carolina with an aggregate value of $13.0 million . During the three months ended March 31, 2017 , no impairment charges were recorded. |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Identified Intangibles, Net [Abstract] | |
Intangible Assets and Liabilities | Intangible Assets and Liabilities Intangible assets and liabilities consisted of the following as of March 31, 2018 and December 31, 2017 , respectively (in thousands, except weighted average remaining amortization terms): March 31, 2018 December 31, 2017 Balance Weighted Average Remaining Amortization in Years Balance Weighted Average Remaining Amortization in Years Assets: In place leases $ 473,514 9.7 $ 474,252 9.8 Tenant relationships 164,589 10.3 164,947 10.2 Above market leases 39,919 6.2 40,082 6.3 Below market leasehold interests 92,362 60.2 92,362 63.4 770,384 771,643 Accumulated amortization (330,274 ) (312,655 ) Total $ 440,110 19.6 $ 458,988 19.5 Liabilities: Below market leases $ 61,952 14.1 $ 61,820 14.7 Above market leasehold interests 20,610 49.9 20,610 50.1 82,562 82,430 Accumulated amortization (15,897 ) (14,227 ) Total $ 66,665 24.4 $ 68,203 25.0 The following is a summary of the net intangible amortization for the three months ended March 31, 2018 and 2017 , respectively (in thousands): Three Months Ended March 31, 2018 2017 Amortization recorded against rental income related to above and (below) market leases $ (62 ) $ (223 ) Rental expense related to above and (below) market leasehold interests 277 129 Amortization expense related to in place leases and tenant relationships 17,648 12,730 |
Receivables and Other Assets
Receivables and Other Assets | 3 Months Ended |
Mar. 31, 2018 | |
Receivables and Other Assets [Abstract] | |
Receivables and Other Assets | Receivables and Other Assets Receivables and other assets consisted of the following as of March 31, 2018 and December 31, 2017 , respectively (in thousands): March 31, 2018 December 31, 2017 Tenant receivables, net $ 12,471 $ 20,269 Other receivables, net 8,548 9,305 Deferred financing costs, net 7,328 7,759 Deferred leasing costs, net 26,383 25,494 Straight-line rent receivables, net 89,674 85,143 Prepaid expenses, deposits, equipment and other, net 57,291 58,358 Derivative financial instruments - interest rate swaps 1,991 1,529 Total $ 203,686 $ 207,857 The following is a summary of the amortization of deferred leasing costs and financing costs for the three months ended March 31, 2018 , and 2017 , respectively (in thousands): Three Months Ended March 31, 2018 2017 Amortization expense related to deferred leasing costs $ 1,506 $ 1,262 Interest expense related to deferred financing costs 431 331 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following as of March 31, 2018 and December 31, 2017 , respectively (in thousands): March 31, 2018 December 31, 2017 Unsecured revolving credit facility $ — $ — Unsecured term loans 500,000 500,000 Unsecured senior notes 1,850,000 1,850,000 Fixed rate mortgages loans 413,180 414,524 Variable rate mortgages loans 37,664 37,918 2,800,844 2,802,442 Deferred financing costs, net (15,145 ) (15,850 ) Discount, net (5,408 ) (5,561 ) Total $ 2,780,291 $ 2,781,031 Unsecured Credit Agreement Unsecured Revolving Credit Facility due 2022 In 2017, HTALP entered into an amended and restated $1.3 billion unsecured credit agreement (the “Unsecured Credit Agreement”) which increased the amount available under the unsecured revolving credit facility to $1.0 billion and extended the maturities of the unsecured revolving credit facility to June 30, 2022 and for the $300.0 million unsecured term loan referenced below until February 1, 2023 . The maximum principal amount of the Unsecured Credit Agreement may be increased by up to $750.0 million , subject to certain conditions, for a total principal amount of $2.05 billion . Borrowings under the unsecured revolving credit facility accrue interest at a rate equal to adjusted LIBOR , plus a margin ranging from 0.83% to 1.55% per annum based on our credit rating. We also pay a facility fee ranging from 0.13% to 0.30% per annum on the aggregate commitments under the unsecured revolving credit facility. As of March 31, 2018 , 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 In 2017, we entered into an amended and restated Unsecured Credit Agreement as noted above. As part of this agreement, we obtained a $300.0 million unsecured term loan that was guaranteed by us with a maturity date of February 1, 2023 . Borrowings under this unsecured term loan accrue interest equal to adjusted LIBOR , plus a margin ranging from 0.90% to 1.75% per annum based on our credit rating. The margin associated with our borrowings as of March 31, 2018 was 1.10% per annum. Including the impact of the interest rate swaps associated with our unsecured term loan, the interest rate was 2.98% per annum, based on our current credit rating. As of March 31, 2018 , HTALP had $300.0 million under this unsecured term loan outstanding. $200.0 Million Unsecured Term Loan due 2023 As of March 31, 2018 , HTALP had a $200.0 million unsecured term loan outstanding, which matures on September 26, 2023 . Borrowings under the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from 1.50% to 2.45% per annum based on our credit rating. The margin associated with our borrowings as of March 31, 2018 was 1.65% per annum. HTALP had interest rate swaps in place that fixed the interest rate at 3.22% per annum, based on our current credit rating. $300.0 Million Unsecured Senior Notes due 2021 As of March 31, 2018 , HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by us. These unsecured senior notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), bear interest at 3.38% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.21% of the principal amount thereof, with an effective yield to maturity of 3.50% per annum. As of March 31, 2018 , HTALP had $300.0 million of these unsecured senior notes outstanding that mature on July 15, 2021. $400.0 Million Unsecured Senior Notes due 2022 In 2017, in connection with the $500.0 million unsecured senior notes due 2027 referenced below, HTALP issued $400.0 million of unsecured senior notes that are guaranteed by us. These unsecured senior notes are registered under the Securities Act, bear interest at 2.95% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.94% of the principal amount thereof, with an effective yield to maturity of 2.96% per annum. As of March 31, 2018 , HTALP had $400.0 million of these unsecured senior notes outstanding that mature on July 1, 2022. $300.0 Million Unsecured Senior Notes due 2023 As of March 31, 2018 , HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by us. These unsecured senior notes are registered under the Securities Act, bear interest at 3.70% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.19% of the principal amount thereof, with an effective yield to maturity of 3.80% per annum. As of March 31, 2018 , HTALP had $300.0 million of these unsecured senior notes outstanding that mature on April 15, 2023. $350.0 Million Unsecured Senior Notes due 2026 As of March 31, 2018 , HTALP had $350.0 million of unsecured senior notes outstanding that are guaranteed by us. These unsecured senior notes are registered under the Securities Act, bear interest at 3.50% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.72% of the principal amount thereof, with an effective yield to maturity of 3.53% per annum. As of March 31, 2018 , HTALP had $350.0 million of these unsecured senior notes outstanding that mature on August 1, 2026. $500.0 Million Unsecured Senior Notes due 2027 In 2017, in connection with the $400.0 million unsecured senior notes due 2022 referenced above, HTALP issued $500.0 million of unsecured senior notes that are guaranteed by us. These unsecured senior notes are registered under the Securities Act, bear interest at 3.75% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.49% of the principal amount thereof, with an effective yield to maturity of 3.81% per annum. As of March 31, 2018 , HTALP had $500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027. Fixed and Variable Rate Mortgages In 2017, we were required by the seller under the Duke acquisition to execute, as the borrower, for a part of the purchase price a senior secured first lien loan, subject to customary non-recourse carve-outs, a promissory note (the “Promissory Note”) in the amount of $286.0 million . The Promissory Note bears interest at 4.0% per annum and is payable in three equal payments maturing on January 10, 2020 and is guaranteed by us. As of March 31, 2018 , HTALP and its subsidiaries had fixed and variable rate mortgage loans with interest rates ranging from 2.85% to 6.39% per annum and a weighted average interest rate of 4.30% per annum. Including the impact of the interest rate swap associated with our variable rate mortgages, the weighted average interest rate was 4.39% per annum. Future Debt Maturities The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of March 31, 2018 (in thousands): Year Amount 2018 $ 100,915 2019 107,676 2020 146,678 2021 305,772 2022 463,063 Thereafter 1,676,740 Total $ 2,800,844 Deferred Financing Costs As of March 31, 2018 , the future amortization of our deferred financing costs is as follows (in thousands): Year Amount 2018 $ 2,117 2019 2,826 2020 2,804 2021 2,610 2022 1,987 Thereafter 2,801 Total $ 15,145 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 NOI to unsecured interest expense. As of March 31, 2018 , 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. |
Derivative Financial Instrument
Derivative Financial Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments and Hedging Activities | Derivative Financial Instruments and Hedging Activities Risk Management Objective of Using Derivative Financial Instruments We may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions. We do not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we and our affiliates may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations. We record counterparty credit risk valuation adjustments on interest rate swap derivative assets in order to properly reflect the credit quality of the counterparty. In addition, our fair value of interest rate swap derivative liabilities is 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 exchange of the underlying notional amount. A treasury lock is a synthetic forward sale of a U.S. treasury note, which is settled in cash based upon the difference between an agreed upon treasury rate and the prevailing treasury rate at settlement. Such treasury locks are entered into to effectively fix the treasury component of an upcoming debt issuance. As a result of our adoption of ASU 2017-12 as of January 1, 2018, the entire change in the fair value of derivatives designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income in the accompanying condensed consolidated balance sheets and are subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings. During the three months ended March 31, 2018 , such derivatives were used to hedge the variable cash flows associated with variable rate debt. Additionally, we will no longer disclose the ineffective portion of the change in fair value of our derivatives. Amounts reported in accumulated other comprehensive income in the accompanying condensed consolidated balance sheets related to derivatives will be reclassified to interest expense as interest payments are made on our variable rate debt. During the next twelve months, we estimate that an additional $0.9 million will be reclassified from other comprehensive income in the accompanying condensed consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying condensed consolidated statements of operations. As of March 31, 2018 , we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments): Interest Rate Swaps March 31, 2018 Number of instruments 5 Notional amount $ 189,095 The table below presents the fair value of our derivative financial instruments designated as a hedge as well as our classification in the accompanying condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017 , respectively (in thousands). Asset Derivatives Liability Derivatives Fair Value at: Fair Value at: Derivatives Designated as Hedging Instruments: Balance Sheet Location March 31, 2018 December 31, 2017 Balance Sheet Location March 31, 2018 December 31, 2017 Interest rate swaps Receivables and other assets $ 1,991 $ 1,529 Derivative financial instruments $ 742 $ 1,089 The table below presents the gain or loss recognized on our derivative financial instruments designated as hedges as well as our classification in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017 , respectively (in thousands). As a result of the adoption of ASU 2017-12 as of January 1, 2018, we no longer disclose the ineffective portion of the change in fair value of our derivative financial instruments designated as hedges. Gain (Loss) Recognized in OCI on Derivative Gain (Loss) Reclassified from Accumulated OCI into Income Three Months Ended March 31, Three Months Ended March 31, Derivatives Cash Flow Hedging Relationships: 2018 2017 Statement of Operations Location 2018 2017 Interest rate swaps $ 970 $ (164 ) Interest related to derivative financial instruments $ 70 $ (76 ) Non-Designated Hedges Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements of ASC 815 - Derivatives and Hedging. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly to gain or loss on change in fair value of derivative financial instruments in the accompanying condensed consolidated statements of operations. For the three months ended March 31, 2017 , we recorded a gain on change in fair value of derivative financial instruments of $0.8 million . There were no non-designated hedges as of March 31, 2018 . Tabular Disclosure of Offsetting Derivatives The table below sets forth the net effects of offsetting and net presentation of our derivatives as of March 31, 2018 and December 31, 2017 , respectively (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets or liabilities are presented in the consolidated balance sheets. Offsetting of Derivative Assets Gross Amounts of Recognized Assets Gross Amounts in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount March 31, 2018 $ 1,991 $ — $ 1,991 $ — $ — $ 1,991 December 31, 2017 1,529 — 1,529 — — 1,529 Offsetting of Derivative Liabilities Gross Amounts of Recognized Liabilities Gross Amounts in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount March 31, 2018 $ 742 $ — $ 742 $ — $ — $ 742 December 31, 2017 1,089 — 1,089 — — 1,089 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 March 31, 2018 , the fair value of derivatives in a net liability position, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was $0.7 million . As of March 31, 2018 , 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 under these agreements at an aggregate termination value of $0.7 million at March 31, 2018 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 effect on our condensed consolidated financial position, results of operations or cash flows. Environmental Matters We follow the policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our condensed consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability at our properties that we believe would require additional disclosure or the recording of a loss contingency. Other Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In our opinion, these matters are not expected to have a material effect on our condensed consolidated financial position, results of operations or cash flows. |
Stockholders' Equity and Partne
Stockholders' Equity and Partners' Capital | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity and Partners' Capital | Stockholders’ Equity and Partners’ Capital HTALP ’s operating partnership agreement provides that it will distribute cash flow from operations and net sale proceeds to its partners in accordance with their overall ownership interests at such times and in such amounts as the general partner determines. Dividend distributions are made such that a holder of one OP Unit in HTALP will receive distributions from HTALP in an amount equal to the dividend distributions paid to the holder of one share of our common stock. In addition, for each share of common stock issued or redeemed by us, HTALP issues or redeems a corresponding number of OP Units. During 2017, we entered a forward sale arrangement pursuant to a forward equity agreement, with proceeds of $75.0 million , excluding anticipated costs to borrow. In February 2018, the maturity date was extended to October 2018, subject to adjustments as provided in the forward equity agreement. Refer to Note 12 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreement. Common Stock Dividends See our accompanying condensed consolidated statements of operations for the dividends declared during the three months ended March 31, 2018 and 2017 . On April 27, 2018 , our Board of Directors announced a quarterly dividend of $0.305 per share/unit of common stock to be paid on July 10, 2018 to stockholders of record of our common stock and OP unitholders on July 5, 2018 . Incentive Plan The Plan permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors. The Plan authorizes us to grant awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; other stock-based awards, including units in HTALP ; and cash-based awards. Subject to adjustment as provided in the Plan, the aggregate number of awards reserved and available for issuance under the Plan is 5,000,000 shares. As of March 31, 2018 , there were 1,405,137 awards available for grant under the Plan. Restricted Common Stock For the three months ended March 31, 2018 and 2017 , we recognized compensation expense of $3.5 million and $2.5 million , respectively. Compensation expense was recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations. As of March 31, 2018 , we had $11.7 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.8 years. The following is a summary of our restricted common stock activity as of March 31, 2018 and 2017 , respectively: March 31, 2018 March 31, 2017 Restricted Common Stock Weighted Average Grant Date Fair Value Restricted Common Stock Weighted Average Grant Date Fair Value Beginning balance 589,606 $ 29.38 640,870 $ 27.36 Granted 307,534 29.05 215,333 29.31 Vested (205,270 ) 29.13 (229,621 ) 24.88 Forfeited (20,061 ) 29.66 (2,524 ) 29.96 Ending balance 671,809 $ 29.29 624,058 $ 28.94 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial Instruments Reported at Fair Value - Recurring The table below presents our assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 , aggregated by the applicable level in the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: Derivative financial instruments $ — $ 1,991 $ — $ 1,991 Liabilities: Derivative financial instruments $ — $ 742 $ — $ 742 The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 , aggregated by the applicable level in the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: Derivative financial instruments $ — $ 1,529 $ — $ 1,529 Liabilities: Derivative financial instruments $ — $ 1,089 $ — $ 1,089 Financial Instruments Reported at Fair Value - Non-Recurring The table below presents our assets measured at fair value on a non-recurring basis as of March 31, 2018 , aggregated by the applicable level in the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: MOB (1) $ — $ 12,985 $ — $ 12,985 (1) During the three months ended March 31, 2018, we recognized $4.6 million of impairment charges to the carrying value of two MOBs. The estimated fair value as of March 31, 2018 for these MOBs was based upon a pending sales agreement. The table below presents our assets measured at fair value on a non-recurring basis as of December 31, 2017 , aggregated by the applicable level in the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: MOB (1) $ — $ 10,271 $ — $ 10,271 (1) During the year ended December 31, 2017, we recognized $13.9 million of impairment charges to the carrying value of two MOBs and a portfolio of MOBs. The estimated fair value as of December 31, 2017 for these MOBs was based upon a pending sales agreement and real estate market comparables. There have been no transfers of assets or liabilities between levels. We will record any such transfers 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 interest rate swap derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our interest rate swap derivative positions and have determined that the credit valuation adjustments are not significant to their overall valuation. As a result, we have determined that our interest rate swap derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Financial Instruments Disclosed at Fair Value We consider the carrying values of cash and cash equivalents, tenant and other receivables, restricted cash and accounts payable, and accrued liabilities, to approximate fair value for these financial instruments because of the short period of time between origination of the instruments and their expected realization. All of these financial instruments are considered Level 2. The fair value of debt is estimated using borrowing rates available to us with similar terms and maturities, which is considered a Level 2 input. As of March 31, 2018 , the fair value of the debt was $2,765.8 million compared to the carrying value of $2,780.3 million . As of December 31, 2017 , the fair value of the debt was $2,826.3 million compared to the carrying value of $2,781.0 million . |
Per Share Data of HTA
Per Share Data of HTA | 3 Months Ended |
Mar. 31, 2018 | |
HTA, Inc. | |
Earnings Per Share | |
Per Share Data of HTA | Per Share Data of HTA In October 2017, we entered a forward sale arrangement pursuant to a forward equity agreement to sell approximately 2.6 million shares of common stock through our ATM at a price of $29.40 per share, for proceeds of approximately $75.0 million , excluding anticipated costs to borrow. In February 2018, the maturity date was extended to October 2018, subject to adjustments as provided in the forward equity agreement. To account for the forward equity agreement, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward equity agreement was not a liability as it did not embody obligations to repurchase our shares of common stock nor did it embody obligations to issue a variable number of shares for which the monetary value was predominately fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares. We also evaluated whether the agreement met the derivatives and hedging guidance scope exception to be accounted for as an equity instrument and concluded that the agreement can be classified as an equity contract based on the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreement from being indexed to our own common stock. In addition, we considered the potential dilution resulting from the forward equity agreement on our earnings per common share calculations. We used the treasury method to determine the dilution resulting from the forward equity agreement during the period of time prior to settlement. The number of weighted-average shares outstanding - diluted used in the computation of earnings per common share for the three months ended March 31, 2018 , included the effect from the assumed issuance of 2.6 million shares of common stock pursuant to the settlement of the forward equity agreement at the contractual price, less the assumed repurchase of common shares at the average market price using the proceeds of approximately $75.0 million , excluding anticipated costs to borrow. For the three months ended March 31, 2018 , approximately 266,000 weighted-average incremental shares were excluded from the computation of our weighted-average shares-diluted, as their impact was anti-dilutive. We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method. The resulting classes are our common stock and restricted stock. Our forward equity agreement is not considered a participating security and, therefore, is not included in the computation of earnings per share using the two-class method. For the three months ended March 31, 2018 , and 2017 , all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes. The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three months ended March 31, 2018 , and 2017 , respectively (in thousands, except per share data): Three Months Ended March 31, 2018 2017 Numerator: Net income $ 10,016 $ 14,000 Net income attributable to noncontrolling interests (214 ) (455 ) Net income attributable to common stockholders $ 9,802 $ 13,545 Denominator: Weighted average shares outstanding - basic 205,069 141,780 Dilutive shares - partnership units convertible into common stock 4,108 4,337 Adjusted weighted average shares outstanding - diluted 209,177 146,117 Earnings per common share - basic Net income attributable to common stockholders $ 0.05 $ 0.10 Earnings per common share - diluted Net income attributable to common stockholders $ 0.05 $ 0.09 |
Per Unit Data of HTALP
Per Unit Data of HTALP | 3 Months Ended |
Mar. 31, 2018 | |
Healthcare Trust of America Holdings, LP (HTALP) | |
Earnings Per Share | |
Per Unit Data of HTALP | Per Unit Data of HTALP In October 2017, we entered a forward sale arrangement pursuant to a forward equity agreement to sell 2.6 million shares of common stock through our ATM. Refer to Note 12 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreement executed in October 2017. The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the three months ended March 31, 2018 , and 2017 , respectively (in thousands, except per unit data): Three Months Ended March 31, 2018 2017 Numerator: Net income $ 10,016 $ 14,000 Net income attributable to noncontrolling interests (33 ) (30 ) Net income attributable to common unitholders $ 9,983 $ 13,970 Denominator: Weighted average units outstanding - basic 209,177 146,117 Dilutive units - partnership units convertible into common units — — Adjusted weighted average units outstanding - diluted 209,177 146,117 Earnings per common unit - basic: Net income attributable to common unitholders $ 0.05 $ 0.10 Earnings per common unit - diluted: Net income attributable to common unitholders $ 0.05 $ 0.10 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following is the supplemental cash flow information for the three months ended March 31, 2018 , and 2017 , respectively (in thousands): Three Months Ended March 31, 2018 2017 Supplemental Disclosure of Cash Flow Information: Interest paid $ 37,518 $ 19,186 Income taxes paid 656 60 Supplemental Disclosure of Noncash Investing and Financing Activities: Accrued capital expenditures $ 760 $ 5,696 Dividend distributions declared, but not paid 63,828 44,489 Issuance of operating partnership units in connection with acquisitions — 610 Note receivable retired in connection with an acquisition — 2,494 Redemption of noncontrolling interest 2,413 — |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
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. |
Principles of Consolidation | The condensed consolidated financial statements include the accounts of our subsidiaries and consolidated joint venture arrangements. The portions of the HTALP operating partnership not owned by us are presented as non-controlling interests in our consolidated balance sheets and statements of operations, consolidated statements of comprehensive income or loss, consolidated statements of equity, and consolidated statements of changes in partners’ capital. The portions of other joint venture arrangements not owned by us are presented as redeemable non-controlling interests on the accompanying condensed consolidated balance sheets. In addition, as described in Note 1 - Organization and Description of Business , certain third parties have been issued OP Units in HTALP. Holders of OP Units are considered to be noncontrolling interest holders in HTALP and their ownership interests are reflected as equity on the accompanying condensed consolidated balance sheets. Further, a portion of the earnings and losses of HTALP are allocated to noncontrolling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity. As of March 31, 2018 and December 31, 2017 , there were approximately 4.0 million , and 4.1 million , respectively, of OP Units issued and outstanding. VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. A primary beneficiary is one that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The HTALP operating partnership and our other joint venture arrangements are VIEs because the limited partners in those partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Additionally, we determined that we are the primary beneficiary of our VIEs. Accordingly, we consolidate our interests in the HTALP operating partnership and in our other joint venture arrangements. However, because we hold what is deemed a majority voting interest in the HTALP operating partnership and our other joint venture arrangements, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above. |
Cash, Cash Equivalents and Restricted Cash | Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. Restricted cash is comprised of reserve accounts for property taxes, insurance, capital improvements and tenant improvements as well as collateral accounts for debt and interest rate swaps and deposits for future investments. |
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 reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recorded on a gross basis, as we are generally the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier, and have credit risk. 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. Effective January 1, 2018, with the adoption of Topic 606 and corresponding amendments, the revenue recognition process will be based on a five-step model to account for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. Topic 606 requires an entity to 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, therefore, is specifically excluded from Topic 606 and will be governed and evaluated with the anticipated adoption of Topic 842. The other revenue stream identified as impacting Topic 606 is concentrated in the recognition of real estate sales and this component does not have a material impact on our financial statements. |
Unconsolidated Joint Ventures | We account for our investments in unconsolidated joint ventures using the equity method of accounting because we have the ability to exercise significant influence, but not control, over the financial and operational policy decisions of the investments. Using the equity method of accounting, the initial investment is recognized at cost and subsequently adjusted for our share of the net income or loss and any distributions from the joint venture. |
Recently Issued or Adopted Accounting Pronouncements | The following table provides a brief description of recently adopted accounting pronouncements: Accounting Pronouncement Description Effective Date Effect on financial statements Topic 606; collectively, ASU 2014-09, 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, ASU 2017-05, ASU 2017-10, ASU 2017-13 and ASU 2017-14 Revenue from Contracts with Customers (Issued May 2014, August 2015, March 2016, April 2016, May 2016, December 2016, February 2017, May 2017, September 2017 and November 2017) In May 2014, the FASB issued Topic 606. The objective of Topic 606 is to establish a comprehensive new five-step model requiring a company to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (i.e., payment) to which the company expects to be entitled in exchange for those goods or services. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to Topic 606. Topic 606 does not apply to revenue from lease contracts until the adoption of the new leases standard in ASU 2016-02, in January 2019. ASU 2017-05 applies to all nonfinancial assets (including real estate) for which the counterparty is not a customer and requires an entity to derecognize a nonfinancial asset in a partial sale transaction when it ceases to have a controlling financial interest in the asset and has transferred control of the asset. Once an entity transfers control of the nonfinancial asset, the entity is required to measure any nonconrolling interest it receives or retains at fair value. Under the current guidance, a partial sale is recognized and carryover basis is used for the retained interest resulting in only partial gain recognition by the entity, however, the new guidance eliminates the use of carryover basis and generally requires the full gain to be recognized. In adopting Topic 606, companies may use either a full retrospective or a modified retrospective approach. Topic 606 is effective for fiscal years beginning after December 15, 2017 along with the right of early adoption as of the original effective date. We adopted Topic 606 effective January 1, 2018 to all open contracts using the modified retrospective approach. As part of the adoption, we identified all revenue streams and concluded that revenues from leasing arrangements represented substantially all of our revenue and is generally excluded from the scope of Topic 606. Rather, rental revenue, including any executory type costs, will be governed and evaluated with the adoption of Topic 842 as described below. In addition, under Topic 606, revenue recognition for real estate sales will be substantially based on a principles-based approach to determine whether there has been transfer of control versus continuing involvement under the current guidance. There have not been, nor do we anticipate, any reclassifications or material impacts on our consolidated financial statements as a result of this adoption. ASU 2017-09 Compensation - Stock Compensation (Topic 718): Clarifying the Scope of Modification (Issued May 2017) ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms and conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted. We adopted ASU 2017-09 as of January 1, 2018. There have not been, nor do we anticipate, any reclassifications or material impacts on our consolidated financial statements as a result of this adoption. ASU 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (Issued August 2017) ASU 2017-12 expands and refines hedge accounting for both financial (e.g., interest rate) and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. We adopted ASU 2017-12 as of January 1, 2018. Using the modified retrospective approach, the cumulative effect of the ineffective ness for the year ended December 31, 2017 was immaterial; therefore, no adjustment was made to beginning retained earnings. Additionally, as a result of the adoption, we no longer disclose the ineffective portion of the change in fair value of our derivative financial instruments. The entire change in the fair value of the hedging instruments included in the assessment of hedge effectiveness will now be recorded in other comprehensive income and subsequently reclassified to interest expense in the period the hedging instrument affects earnings. The following table provides a brief description of recently issued accounting pronouncements: Accounting Pronouncement Description Effective Date Effect on financial statements Topic 842; collectively ASU 2016-02 and 2018-01 Leases (Issued February 2016 and January 2018) In February 2016, The FASB issued Topic 842. Topic 842 will supersede the existing guidance for lease accounting and states that companies will be required to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. Topic 842 requires qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand the nature of the entity’s leasing activities, including significant judgments and changes in judgments. ASU 2018-01 provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current lease guidance in Topic 840. An entity that elects this practical expedient should evaluate new or modified land easements under Topic 842 beginning at the date the entity adopts Topic 842; otherwise, an entity should evaluate all existing or expired land easements in connection with the adoption of the new lease requirements in Topic 842 to assess whether they meet the definition of a lease. Within Topic 842, lessor accounting remained fairly unchanged. In adopting Topic 842, companies will be required to either use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements or an optional transition method by recognizing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Topic 842 is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted. We will adopt the provisions of Topic 842 no later than January 1, 2019. As part of our adoption, we have started our evaluation process to determine the amount of the impact to our consolidated results from operations, consolidated statements of financial position and related disclosures. We anticipate that we will elect (a) the practical expedient offered that allows an entity to not reassess upon adoption (i) whether an expired or existing contract contains a lease arrangement; (ii) lease classification related to expired or existing lease arrangements; or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs; and (b) the practical expedient to not separate certain non-lease components, such as common area maintenance from lease revenue if (i) the timing and pattern of revenue recognition are the same for the non-lease component; and (ii) the related lease component and the combined single lease component would be classified as an operating lease. Further, we anticipate as a result of the adoption, all leases for which we are the lessee, including ground leases and certain corporate leases, will be recorded on our consolidated financial statements as either financing leases or operating leases with a related right of use asset and lease liability. We are assessing the related cash flows of such leases and the appropriate discount rates that correspond to the terms of these leases. With respect to initial direct costs, we are assessing the projected impact the change in guidance will have on our accounting of such costs, however, we have capitalized approximate ly $1.3 million of internal initial direct costs during the three months ended March 31, 2018 (as defined by the current lease standard, ASC 840 - Leases ). Upon the adoption of Topic 842, these initial direct costs would have been either in part or in their entirety classified as selling or general and administrative costs on our consolidated results of operations. ASU 2016-13 Financial Instruments Credit Losses: Measurement of Credit Losses on Financial Instruments (Issued June 2016) ASU 2016-13 is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted. We do not anticipate early adoption or there to be a material impact, however, we are evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Effect of Adoption of Recently Issuance Accounting Pronouncements | The following table represents the previously reported balances and the reclassified balances for the impacted items for the three months ended March 31, 2017 in the accompanying condensed consolidated statements of cash flows (in thousands): Three Months Ended March 31, 2017 As Previously Reported As Reclassified Cash flows from investing activities: Other assets (1) $ 5,771 $ — Net cash used in investing activities (37,083 ) (42,854 ) Net change in cash, cash equivalents and restricted cash (2) $ 4,803 $ (968 ) Cash, cash equivalents and restricted cash - beginning of period (2) 11,231 25,045 Cash, cash equivalents and restricted cash - end of period (2) $ 16,034 $ 24,077 (1) Prior to adoption of ASU 2016-18, the line item description was “Restricted cash, escrow deposits and other assets”. (2) With the adoption of ASU 2016-18, the line item description now includes restricted cash. |
Schedule of Cash and Cash Equivalents | With our adoption of ASU 2016-18 as set forth in our 2017 Annual Report on Form 10-K as of January 1, 2017, the following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets to the combined amounts shown on the accompanying condensed consolidated statements of cash flows (in thousands): March 31, 2018 2017 Cash and cash equivalents $ 56,243 $ 16,034 Restricted cash 12,695 8,043 Total cash, cash equivalents and restricted cash $ 68,938 $ 24,077 |
Schedule of Restricted Cash | With our adoption of ASU 2016-18 as set forth in our 2017 Annual Report on Form 10-K as of January 1, 2017, the following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets to the combined amounts shown on the accompanying condensed consolidated statements of cash flows (in thousands): March 31, 2018 2017 Cash and cash equivalents $ 56,243 $ 16,034 Restricted cash 12,695 8,043 Total cash, cash equivalents and restricted cash $ 68,938 $ 24,077 |
Schedule of Effect of Recently Issued or Adopted Accounting Pronouncements | The following table provides a brief description of recently adopted accounting pronouncements: Accounting Pronouncement Description Effective Date Effect on financial statements Topic 606; collectively, ASU 2014-09, 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, ASU 2017-05, ASU 2017-10, ASU 2017-13 and ASU 2017-14 Revenue from Contracts with Customers (Issued May 2014, August 2015, March 2016, April 2016, May 2016, December 2016, February 2017, May 2017, September 2017 and November 2017) In May 2014, the FASB issued Topic 606. The objective of Topic 606 is to establish a comprehensive new five-step model requiring a company to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (i.e., payment) to which the company expects to be entitled in exchange for those goods or services. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to Topic 606. Topic 606 does not apply to revenue from lease contracts until the adoption of the new leases standard in ASU 2016-02, in January 2019. ASU 2017-05 applies to all nonfinancial assets (including real estate) for which the counterparty is not a customer and requires an entity to derecognize a nonfinancial asset in a partial sale transaction when it ceases to have a controlling financial interest in the asset and has transferred control of the asset. Once an entity transfers control of the nonfinancial asset, the entity is required to measure any nonconrolling interest it receives or retains at fair value. Under the current guidance, a partial sale is recognized and carryover basis is used for the retained interest resulting in only partial gain recognition by the entity, however, the new guidance eliminates the use of carryover basis and generally requires the full gain to be recognized. In adopting Topic 606, companies may use either a full retrospective or a modified retrospective approach. Topic 606 is effective for fiscal years beginning after December 15, 2017 along with the right of early adoption as of the original effective date. We adopted Topic 606 effective January 1, 2018 to all open contracts using the modified retrospective approach. As part of the adoption, we identified all revenue streams and concluded that revenues from leasing arrangements represented substantially all of our revenue and is generally excluded from the scope of Topic 606. Rather, rental revenue, including any executory type costs, will be governed and evaluated with the adoption of Topic 842 as described below. In addition, under Topic 606, revenue recognition for real estate sales will be substantially based on a principles-based approach to determine whether there has been transfer of control versus continuing involvement under the current guidance. There have not been, nor do we anticipate, any reclassifications or material impacts on our consolidated financial statements as a result of this adoption. ASU 2017-09 Compensation - Stock Compensation (Topic 718): Clarifying the Scope of Modification (Issued May 2017) ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms and conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted. We adopted ASU 2017-09 as of January 1, 2018. There have not been, nor do we anticipate, any reclassifications or material impacts on our consolidated financial statements as a result of this adoption. ASU 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (Issued August 2017) ASU 2017-12 expands and refines hedge accounting for both financial (e.g., interest rate) and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. We adopted ASU 2017-12 as of January 1, 2018. Using the modified retrospective approach, the cumulative effect of the ineffective ness for the year ended December 31, 2017 was immaterial; therefore, no adjustment was made to beginning retained earnings. Additionally, as a result of the adoption, we no longer disclose the ineffective portion of the change in fair value of our derivative financial instruments. The entire change in the fair value of the hedging instruments included in the assessment of hedge effectiveness will now be recorded in other comprehensive income and subsequently reclassified to interest expense in the period the hedging instrument affects earnings. The following table provides a brief description of recently issued accounting pronouncements: Accounting Pronouncement Description Effective Date Effect on financial statements Topic 842; collectively ASU 2016-02 and 2018-01 Leases (Issued February 2016 and January 2018) In February 2016, The FASB issued Topic 842. Topic 842 will supersede the existing guidance for lease accounting and states that companies will be required to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. Topic 842 requires qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand the nature of the entity’s leasing activities, including significant judgments and changes in judgments. ASU 2018-01 provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current lease guidance in Topic 840. An entity that elects this practical expedient should evaluate new or modified land easements under Topic 842 beginning at the date the entity adopts Topic 842; otherwise, an entity should evaluate all existing or expired land easements in connection with the adoption of the new lease requirements in Topic 842 to assess whether they meet the definition of a lease. Within Topic 842, lessor accounting remained fairly unchanged. In adopting Topic 842, companies will be required to either use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements or an optional transition method by recognizing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Topic 842 is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted. We will adopt the provisions of Topic 842 no later than January 1, 2019. As part of our adoption, we have started our evaluation process to determine the amount of the impact to our consolidated results from operations, consolidated statements of financial position and related disclosures. We anticipate that we will elect (a) the practical expedient offered that allows an entity to not reassess upon adoption (i) whether an expired or existing contract contains a lease arrangement; (ii) lease classification related to expired or existing lease arrangements; or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs; and (b) the practical expedient to not separate certain non-lease components, such as common area maintenance from lease revenue if (i) the timing and pattern of revenue recognition are the same for the non-lease component; and (ii) the related lease component and the combined single lease component would be classified as an operating lease. Further, we anticipate as a result of the adoption, all leases for which we are the lessee, including ground leases and certain corporate leases, will be recorded on our consolidated financial statements as either financing leases or operating leases with a related right of use asset and lease liability. We are assessing the related cash flows of such leases and the appropriate discount rates that correspond to the terms of these leases. With respect to initial direct costs, we are assessing the projected impact the change in guidance will have on our accounting of such costs, however, we have capitalized approximate ly $1.3 million of internal initial direct costs during the three months ended March 31, 2018 (as defined by the current lease standard, ASC 840 - Leases ). Upon the adoption of Topic 842, these initial direct costs would have been either in part or in their entirety classified as selling or general and administrative costs on our consolidated results of operations. ASU 2016-13 Financial Instruments Credit Losses: Measurement of Credit Losses on Financial Instruments (Issued June 2016) ASU 2016-13 is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted. We do not anticipate early adoption or there to be a material impact, however, we are evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements. |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Investments [Abstract] | |
Schedule of Purchase Price Allocation | The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the three months ended March 31, 2018 and 2017 , respectively (in thousands): Three Months Ended March 31, 2018 2017 Land $ 1,084 $ 4,934 Building and improvements 10,280 29,762 In place leases 662 3,185 Below market leases (139 ) (65 ) Net assets acquired 11,887 37,816 Other, net 447 1,230 Aggregate purchase price $ 12,334 $ 39,046 |
Schedule of Weighted Average Lives of Acquired Intangible Assets and Liabilities | The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the three months ended March 31, 2018 and 2017 , respectively (in years): Three Months Ended March 31, 2018 2017 Acquired intangible assets 8.4 11.3 Acquired intangible liabilities 8.4 10.2 |
Intangible Assets and Liabili26
Intangible Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Identified Intangibles, Net [Abstract] | |
Schedule of Intangible Assets and Liabilities | Intangible assets and liabilities consisted of the following as of March 31, 2018 and December 31, 2017 , respectively (in thousands, except weighted average remaining amortization terms): March 31, 2018 December 31, 2017 Balance Weighted Average Remaining Amortization in Years Balance Weighted Average Remaining Amortization in Years Assets: In place leases $ 473,514 9.7 $ 474,252 9.8 Tenant relationships 164,589 10.3 164,947 10.2 Above market leases 39,919 6.2 40,082 6.3 Below market leasehold interests 92,362 60.2 92,362 63.4 770,384 771,643 Accumulated amortization (330,274 ) (312,655 ) Total $ 440,110 19.6 $ 458,988 19.5 Liabilities: Below market leases $ 61,952 14.1 $ 61,820 14.7 Above market leasehold interests 20,610 49.9 20,610 50.1 82,562 82,430 Accumulated amortization (15,897 ) (14,227 ) Total $ 66,665 24.4 $ 68,203 25.0 |
Summary of Net Intangible Amortization | The following is a summary of the net intangible amortization for the three months ended March 31, 2018 and 2017 , respectively (in thousands): Three Months Ended March 31, 2018 2017 Amortization recorded against rental income related to above and (below) market leases $ (62 ) $ (223 ) Rental expense related to above and (below) market leasehold interests 277 129 Amortization expense related to in place leases and tenant relationships 17,648 12,730 |
Receivables and Other Assets (T
Receivables and Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Receivables and Other Assets [Abstract] | |
Schedule of Receivables and Other Assets | Receivables and other assets consisted of the following as of March 31, 2018 and December 31, 2017 , respectively (in thousands): March 31, 2018 December 31, 2017 Tenant receivables, net $ 12,471 $ 20,269 Other receivables, net 8,548 9,305 Deferred financing costs, net 7,328 7,759 Deferred leasing costs, net 26,383 25,494 Straight-line rent receivables, net 89,674 85,143 Prepaid expenses, deposits, equipment and other, net 57,291 58,358 Derivative financial instruments - interest rate swaps 1,991 1,529 Total $ 203,686 $ 207,857 |
Summary of Amortization of Deferred Leasing Costs and Deferred Financing Costs | The following is a summary of the amortization of deferred leasing costs and financing costs for the three months ended March 31, 2018 , and 2017 , respectively (in thousands): Three Months Ended March 31, 2018 2017 Amortization expense related to deferred leasing costs $ 1,506 $ 1,262 Interest expense related to deferred financing costs 431 331 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following as of March 31, 2018 and December 31, 2017 , respectively (in thousands): March 31, 2018 December 31, 2017 Unsecured revolving credit facility $ — $ — Unsecured term loans 500,000 500,000 Unsecured senior notes 1,850,000 1,850,000 Fixed rate mortgages loans 413,180 414,524 Variable rate mortgages loans 37,664 37,918 2,800,844 2,802,442 Deferred financing costs, net (15,145 ) (15,850 ) Discount, net (5,408 ) (5,561 ) Total $ 2,780,291 $ 2,781,031 |
Summary of Debt Maturities and Scheduled Principal Debt Repayments | The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of March 31, 2018 (in thousands): Year Amount 2018 $ 100,915 2019 107,676 2020 146,678 2021 305,772 2022 463,063 Thereafter 1,676,740 Total $ 2,800,844 |
Schedule of Amortization of Deferred Financing Costs | As of March 31, 2018 , the future amortization of our deferred financing costs is as follows (in thousands): Year Amount 2018 $ 2,117 2019 2,826 2020 2,804 2021 2,610 2022 1,987 Thereafter 2,801 Total $ 15,145 |
Derivative Financial Instrume29
Derivative Financial Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | As of March 31, 2018 , we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments): Interest Rate Swaps March 31, 2018 Number of instruments 5 Notional amount $ 189,095 The table below presents the fair value of our derivative financial instruments designated as a hedge as well as our classification in the accompanying condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017 , respectively (in thousands). Asset Derivatives Liability Derivatives Fair Value at: Fair Value at: Derivatives Designated as Hedging Instruments: Balance Sheet Location March 31, 2018 December 31, 2017 Balance Sheet Location March 31, 2018 December 31, 2017 Interest rate swaps Receivables and other assets $ 1,991 $ 1,529 Derivative financial instruments $ 742 $ 1,089 The table below presents the gain or loss recognized on our derivative financial instruments designated as hedges as well as our classification in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017 , respectively (in thousands). As a result of the adoption of ASU 2017-12 as of January 1, 2018, we no longer disclose the ineffective portion of the change in fair value of our derivative financial instruments designated as hedges. Gain (Loss) Recognized in OCI on Derivative Gain (Loss) Reclassified from Accumulated OCI into Income Three Months Ended March 31, Three Months Ended March 31, Derivatives Cash Flow Hedging Relationships: 2018 2017 Statement of Operations Location 2018 2017 Interest rate swaps $ 970 $ (164 ) Interest related to derivative financial instruments $ 70 $ (76 ) |
Schedule of Derivative Assets Subject to Master Netting Arrangements | The table below sets forth the net effects of offsetting and net presentation of our derivatives as of March 31, 2018 and December 31, 2017 , respectively (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets or liabilities are presented in the consolidated balance sheets. Offsetting of Derivative Assets Gross Amounts of Recognized Assets Gross Amounts in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount March 31, 2018 $ 1,991 $ — $ 1,991 $ — $ — $ 1,991 December 31, 2017 1,529 — 1,529 — — 1,529 |
Schedule of Derivative Liabilities Subject to Master Netting Arrangements | Offsetting of Derivative Liabilities Gross Amounts of Recognized Liabilities Gross Amounts in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount March 31, 2018 $ 742 $ — $ 742 $ — $ — $ 742 December 31, 2017 1,089 — 1,089 — — 1,089 |
Stockholders' Equity and Part30
Stockholders' Equity and Partners' Capital (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Restricted Common Stock Activity | The following is a summary of our restricted common stock activity as of March 31, 2018 and 2017 , respectively: March 31, 2018 March 31, 2017 Restricted Common Stock Weighted Average Grant Date Fair Value Restricted Common Stock Weighted Average Grant Date Fair Value Beginning balance 589,606 $ 29.38 640,870 $ 27.36 Granted 307,534 29.05 215,333 29.31 Vested (205,270 ) 29.13 (229,621 ) 24.88 Forfeited (20,061 ) 29.66 (2,524 ) 29.96 Ending balance 671,809 $ 29.29 624,058 $ 28.94 |
Fair Value of Financial Instr31
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The table below presents our assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 , aggregated by the applicable level in the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: Derivative financial instruments $ — $ 1,991 $ — $ 1,991 Liabilities: Derivative financial instruments $ — $ 742 $ — $ 742 The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 , aggregated by the applicable level in the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: Derivative financial instruments $ — $ 1,529 $ — $ 1,529 Liabilities: Derivative financial instruments $ — $ 1,089 $ — $ 1,089 |
Schedule of Fair Value, Assets Measured on Non-Recurring Basis | The table below presents our assets measured at fair value on a non-recurring basis as of March 31, 2018 , aggregated by the applicable level in the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: MOB (1) $ — $ 12,985 $ — $ 12,985 (1) During the three months ended March 31, 2018, we recognized $4.6 million of impairment charges to the carrying value of two MOBs. The estimated fair value as of March 31, 2018 for these MOBs was based upon a pending sales agreement. The table below presents our assets measured at fair value on a non-recurring basis as of December 31, 2017 , aggregated by the applicable level in the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: MOB (1) $ — $ 10,271 $ — $ 10,271 (1) During the year ended December 31, 2017, we recognized $13.9 million of impairment charges to the carrying value of two MOBs and a portfolio of MOBs. The estimated fair value as of December 31, 2017 for these MOBs was based upon a pending sales agreement and real estate market comparables. |
Per Share Data of HTA (Tables)
Per Share Data of HTA (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
HTA, Inc. | |
Earnings Per Share | |
Schedule of Earnings Per Share, Basic and Diluted | The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three months ended March 31, 2018 , and 2017 , respectively (in thousands, except per share data): Three Months Ended March 31, 2018 2017 Numerator: Net income $ 10,016 $ 14,000 Net income attributable to noncontrolling interests (214 ) (455 ) Net income attributable to common stockholders $ 9,802 $ 13,545 Denominator: Weighted average shares outstanding - basic 205,069 141,780 Dilutive shares - partnership units convertible into common stock 4,108 4,337 Adjusted weighted average shares outstanding - diluted 209,177 146,117 Earnings per common share - basic Net income attributable to common stockholders $ 0.05 $ 0.10 Earnings per common share - diluted Net income attributable to common stockholders $ 0.05 $ 0.09 |
Per Unit Data of HTALP (Tables)
Per Unit Data of HTALP (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Healthcare Trust of America Holdings, LP (HTALP) | |
Earnings Per Share | |
Schedule of Earnings Per Unit, Basic and Diluted | The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the three months ended March 31, 2018 , and 2017 , respectively (in thousands, except per unit data): Three Months Ended March 31, 2018 2017 Numerator: Net income $ 10,016 $ 14,000 Net income attributable to noncontrolling interests (33 ) (30 ) Net income attributable to common unitholders $ 9,983 $ 13,970 Denominator: Weighted average units outstanding - basic 209,177 146,117 Dilutive units - partnership units convertible into common units — — Adjusted weighted average units outstanding - diluted 209,177 146,117 Earnings per common unit - basic: Net income attributable to common unitholders $ 0.05 $ 0.10 Earnings per common unit - diluted: Net income attributable to common unitholders $ 0.05 $ 0.10 |
Supplemental Cash Flow Inform34
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following is the supplemental cash flow information for the three months ended March 31, 2018 , and 2017 , respectively (in thousands): Three Months Ended March 31, 2018 2017 Supplemental Disclosure of Cash Flow Information: Interest paid $ 37,518 $ 19,186 Income taxes paid 656 60 Supplemental Disclosure of Noncash Investing and Financing Activities: Accrued capital expenditures $ 760 $ 5,696 Dividend distributions declared, but not paid 63,828 44,489 Issuance of operating partnership units in connection with acquisitions — 610 Note receivable retired in connection with an acquisition — 2,494 Redemption of noncontrolling interest 2,413 — |
Organization and Description 35
Organization and Description of Business (Details) | Mar. 31, 2018States |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of states in which the Company operates | 33 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 56,243,000 | $ 16,034,000 | $ 100,356,000 | |
Restricted cash | 12,695,000 | 8,043,000 | 18,204,000 | |
Total cash, cash equivalents and restricted cash | $ 68,938,000 | 24,077,000 | 118,560,000 | $ 25,045,000 |
Investment in unconsolidated joint ventures, ownership percentage | 50.00% | |||
Investment in unconsolidated joint venture | $ 69,147,000 | $ 68,577,000 | ||
Income (loss) from unconsolidated joint venture | 570,000 | 0 | ||
Capitalized indirect costs | 1,300,000 | |||
Building and Building Improvements | ||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Depreciation expense | $ 50,700,000 | 32,700,000 | ||
Healthcare Trust of America Holdings, LP (HTALP) | ||||
Partners' Capital Notes [Abstract] | ||||
Limited partner's capital, units issued (in shares) | 4,032,835 | 4,124,148 | ||
Limited partner's capital, units outstanding (in shares) | 4,032,835 | 4,124,148 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 56,243,000 | $ 100,356,000 | ||
Restricted cash | 12,695,000 | 18,204,000 | ||
Total cash, cash equivalents and restricted cash | 68,938,000 | 24,077,000 | 118,560,000 | $ 25,045,000 |
Investment in unconsolidated joint venture | 69,147,000 | $ 68,577,000 | ||
Income (loss) from unconsolidated joint venture | $ 570,000 | $ 0 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | $ 0 | |
Net cash used in investing activities | $ (42,367) | (42,854) |
Net change in cash, cash equivalents and restricted cash | (968) | |
Cash, cash equivalents and restricted cash - beginning of period | 118,560 | 25,045 |
Cash, cash equivalents and restricted cash - end of period | $ 68,938 | 24,077 |
As Previously Reported | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | 5,771 | |
Net cash used in investing activities | (37,083) | |
Net change in cash, cash equivalents and restricted cash | 4,803 | |
Cash, cash equivalents and restricted cash - beginning of period | 11,231 | |
Cash, cash equivalents and restricted cash - end of period | $ 16,034 |
Investments in Real Estate - Ac
Investments in Real Estate - Acquisitions (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Investments [Abstract] | |
Aggregate purchase price | $ 12,300 |
Closing costs | $ 65 |
Investments in Real Estate - Pu
Investments in Real Estate - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Mar. 31, 2017 |
Asset Acquisition | ||
Land | $ 1,084 | $ 4,934 |
Building and improvements | 10,280 | 29,762 |
In place leases | 662 | 3,185 |
Below market leases | (139) | (65) |
Net assets acquired | 11,887 | 37,816 |
Other, net | 447 | 1,230 |
Aggregate purchase price | $ 12,334 | $ 39,046 |
Investments in Real Estate - We
Investments in Real Estate - Weighted Average Lives (Details) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Investments [Abstract] | ||
Acquired intangible assets (in years) | 8 years 4 months 12 days | 11 years 3 months 18 days |
Acquired intangible liabilities (in years) | 8 years 4 months 12 days | 10 years 2 months 12 days |
Impairment (Details)
Impairment (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)Buildings | Mar. 31, 2017USD ($) | Dec. 31, 2017Buildings | |
Real Estate [Line Items] | |||
Impairment | $ 4,606,000 | $ 0 | |
Number of impaired assets | Buildings | 2 | 2 | |
Medical Office Buildings in Texas and South Carolina | |||
Real Estate [Line Items] | |||
Impairment | $ 4,600,000 | ||
Aggregate value of impaired MOBs | $ 13,000,000 |
Intangible Assets and Liabili42
Intangible Assets and Liabilities - Summary of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Assets | ||
Gross | $ 770,384 | $ 771,643 |
Accumulated amortization | (330,274) | (312,655) |
Total | $ 440,110 | $ 458,988 |
Weighted Average Remaining Amortization in Years | 19 years 7 months 18 days | 19 years 6 months |
Liabilities | ||
Gross | $ 82,562 | $ 82,430 |
Accumulated amortization | (15,897) | (14,227) |
Total | $ 66,665 | $ 68,203 |
Weighted Average Remaining Amortization in Years | 24 years 4 months 24 days | 25 years |
Below market leases | ||
Liabilities | ||
Gross | $ 61,952 | $ 61,820 |
Weighted Average Remaining Amortization in Years | 14 years 1 month 6 days | 14 years 8 months 12 days |
Above market leasehold interests | ||
Liabilities | ||
Gross | $ 20,610 | $ 20,610 |
Weighted Average Remaining Amortization in Years | 49 years 10 months 18 days | 50 years 1 month 6 days |
In place leases | ||
Assets | ||
Gross | $ 473,514 | $ 474,252 |
Weighted Average Remaining Amortization in Years | 9 years 8 months 12 days | 9 years 9 months 18 days |
Tenant relationships | ||
Assets | ||
Gross | $ 164,589 | $ 164,947 |
Weighted Average Remaining Amortization in Years | 10 years 3 months 18 days | 10 years 2 months 12 days |
Above market leases | ||
Assets | ||
Gross | $ 39,919 | $ 40,082 |
Weighted Average Remaining Amortization in Years | 6 years 2 months 12 days | 6 years 3 months 18 days |
Below market leasehold interests | ||
Assets | ||
Gross | $ 92,362 | $ 92,362 |
Weighted Average Remaining Amortization in Years | 60 years 2 months 12 days | 63 years 4 months 24 days |
Intangible Assets and Liabili43
Intangible Assets and Liabilities - Summary of Intangible Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Amortization recorded against rental income related to above and (below) market leases | ||
Schedule of Finite-Lived Intangible Assets and Liabilities [Line Items] | ||
Amortization of intangible assets and liabilities | $ (62) | $ (223) |
Rental expense related to above and (below) market leasehold interests | ||
Schedule of Finite-Lived Intangible Assets and Liabilities [Line Items] | ||
Amortization of intangible assets and liabilities | 277 | 129 |
Amortization expense related to in place leases and tenant relationships | ||
Schedule of Finite-Lived Intangible Assets and Liabilities [Line Items] | ||
Amortization of intangible assets and liabilities | $ 17,648 | $ 12,730 |
Receivables and Other Assets -
Receivables and Other Assets - Schedule of Receivables and Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Receivables and Other Assets [Abstract] | ||
Tenant receivables, net | $ 12,471 | $ 20,269 |
Other receivables, net | 8,548 | 9,305 |
Deferred financing costs, net | 7,328 | 7,759 |
Deferred leasing costs, net | 26,383 | 25,494 |
Straight-line rent receivables, net | 89,674 | 85,143 |
Prepaid expenses, deposits, equipment and other, net | 57,291 | 58,358 |
Derivative financial instruments - interest rate swaps | 1,991 | 1,529 |
Total | $ 203,686 | $ 207,857 |
Receivables and Other Assets 45
Receivables and Other Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Receivables and Other Assets [Abstract] | ||
Amortization expense related to deferred leasing costs | $ 1,506 | $ 1,262 |
Interest expense related to deferred financing costs | $ 431 | $ 331 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument | ||
Total debt, gross | $ 2,800,844 | $ 2,802,442 |
Deferred financing costs, net | (15,145) | (15,850) |
Discount, net | (5,408) | (5,561) |
Total | 2,780,291 | 2,781,031 |
Unsecured term loans | ||
Debt Instrument | ||
Total debt, gross | 500,000 | 500,000 |
Unsecured senior notes | ||
Debt Instrument | ||
Total debt, gross | 1,850,000 | 1,850,000 |
Mortgages | Fixed rate mortgages loans | ||
Debt Instrument | ||
Total debt, gross | 413,180 | 414,524 |
Mortgages | Variable rate mortgages loans | ||
Debt Instrument | ||
Total debt, gross | 37,664 | 37,918 |
Unsecured revolving credit facility | ||
Debt Instrument | ||
Unsecured revolving credit facility | $ 0 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)payment | |
Debt Instrument | ||
Outstanding amount | $ 2,800,844,000 | $ 2,802,442,000 |
Unsecured term loans | ||
Debt Instrument | ||
Outstanding amount | 500,000,000 | 500,000,000 |
Unsecured term loans | $300.0 Million Unsecured Term Loan due 2023 | ||
Debt Instrument | ||
Outstanding amount | $ 300,000,000 | 300,000,000 |
Basis spread on variable rate | 1.10% | |
Weighted average interest rate with interest rate swap impact | 2.98% | |
Unsecured term loans | $200.0 Million Unsecured Term Loan due 2023 | Healthcare Trust of America Holdings, LP (HTALP) | ||
Debt Instrument | ||
Basis spread on variable rate | 1.65% | |
Debt instrument, face amount | $ 200,000,000 | |
Weighted average interest rate with interest rate swap impact | 3.22% | |
Unsecured term loans | LIBOR | Minimum | $300.0 Million Unsecured Term Loan due 2023 | ||
Debt Instrument | ||
Basis spread on variable rate | 0.90% | |
Unsecured term loans | LIBOR | Minimum | $200.0 Million Unsecured Term Loan due 2023 | Healthcare Trust of America Holdings, LP (HTALP) | ||
Debt Instrument | ||
Basis spread on variable rate | 1.50% | |
Unsecured term loans | LIBOR | Maximum | $300.0 Million Unsecured Term Loan due 2023 | ||
Debt Instrument | ||
Basis spread on variable rate | 1.75% | |
Unsecured term loans | LIBOR | Maximum | $200.0 Million Unsecured Term Loan due 2023 | Healthcare Trust of America Holdings, LP (HTALP) | ||
Debt Instrument | ||
Basis spread on variable rate | 2.45% | |
Unsecured senior notes | ||
Debt Instrument | ||
Outstanding amount | $ 1,850,000,000 | 1,850,000,000 |
Unsecured senior notes | $300.0 Million Unsecured Senior Notes due 2021 | Healthcare Trust of America Holdings, LP (HTALP) | ||
Debt Instrument | ||
Outstanding amount | 300,000,000 | |
Debt instrument, face amount | $ 300,000,000 | |
Debt instrument, stated interest rate | 3.38% | |
Debt instrument, percentage of principal amount received | 99.21% | |
Debt instrument, effective interest rate | 3.50% | |
Unsecured senior notes | $400.0 Million Unsecured Senior Notes due 2022 | Healthcare Trust of America Holdings, LP (HTALP) | ||
Debt Instrument | ||
Outstanding amount | $ 400,000,000 | |
Debt instrument, face amount | $ 400,000,000 | |
Debt instrument, stated interest rate | 2.95% | |
Debt instrument, percentage of principal amount received | 99.94% | |
Debt instrument, effective interest rate | 2.96% | |
Unsecured senior notes | $500.0 Million Unsecured Senior Notes due 2027 | Healthcare Trust of America Holdings, LP (HTALP) | ||
Debt Instrument | ||
Outstanding amount | 500,000,000 | |
Debt instrument, face amount | $ 500,000,000 | |
Debt instrument, stated interest rate | 3.75% | |
Debt instrument, percentage of principal amount received | 99.49% | |
Debt instrument, effective interest rate | 3.81% | |
Unsecured senior notes | $300.0 Million Unsecured Senior Notes due 2023 | Healthcare Trust of America Holdings, LP (HTALP) | ||
Debt Instrument | ||
Outstanding amount | 300,000,000 | |
Debt instrument, face amount | $ 300,000,000 | |
Debt instrument, stated interest rate | 3.70% | |
Debt instrument, percentage of principal amount received | 99.19% | |
Debt instrument, effective interest rate | 3.80% | |
Unsecured senior notes | $350.0 Million Unsecured Senior Notes due 2026 | Healthcare Trust of America Holdings, LP (HTALP) | ||
Debt Instrument | ||
Outstanding amount | $ 350,000,000 | |
Debt instrument, face amount | $ 350,000,000 | |
Debt instrument, stated interest rate | 3.50% | |
Debt instrument, percentage of principal amount received | 99.72% | |
Debt instrument, effective interest rate | 3.53% | |
Secured Debt | Seller Financing Debt | ||
Debt Instrument | ||
Debt instrument, face amount | $ 286,000,000 | |
Debt instrument, stated interest rate | 4.00% | |
Debt instrument interest payable, number of payments | payment | 3 | |
Mortgages | ||
Debt Instrument | ||
Weighted average interest rate with interest rate swap impact | 4.39% | |
Weighted average interest rate | 4.30% | |
Mortgages | Minimum | ||
Debt Instrument | ||
Debt instrument, effective interest rate | 2.85% | |
Mortgages | Maximum | ||
Debt Instrument | ||
Debt instrument, effective interest rate | 6.39% | |
Unsecured revolving credit facility | ||
Debt Instrument | ||
Line of credit facility, borrowing capacity | $ 1,300,000,000 | |
Maximum borrowing capacity, conditional increase | 750,000,000 | |
Conditional maximum borrowing capacity | 2,050,000,000 | |
Basis spread on variable rate | 1.00% | |
Line of credit facility, commitment fee | 0.20% | |
Unsecured revolving credit facility | Minimum | ||
Debt Instrument | ||
Line of credit facility, commitment fee | 0.13% | |
Unsecured revolving credit facility | Maximum | ||
Debt Instrument | ||
Line of credit facility, commitment fee | 0.30% | |
Unsecured revolving credit facility | LIBOR | Minimum | ||
Debt Instrument | ||
Basis spread on variable rate | 0.83% | |
Unsecured revolving credit facility | LIBOR | Maximum | ||
Debt Instrument | ||
Basis spread on variable rate | 1.55% | |
Unsecured revolving credit facility | Line of Credit | ||
Debt Instrument | ||
Line of credit facility, borrowing capacity | $ 1,000,000,000 |
Debt - Principal Maturity Sched
Debt - Principal Maturity Schedule (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2,018 | $ 100,915 | |
2,019 | 107,676 | |
2,020 | 146,678 | |
2,021 | 305,772 | |
2,022 | 463,063 | |
Thereafter | 1,676,740 | |
Total | $ 2,800,844 | $ 2,802,442 |
Debt - Amortization of Deferred
Debt - Amortization of Deferred Financing Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2,018 | $ 2,117 | |
2,019 | 2,826 | |
2,020 | 2,804 | |
2,021 | 2,610 | |
2,022 | 1,987 | |
Thereafter | 2,801 | |
Total | $ 15,145 | $ 15,850 |
Derivative Financial Instrume50
Derivative Financial Instruments and Hedging Activities - Table of Derivative Financial Instruments (Details) | 3 Months Ended | |
Mar. 31, 2018USD ($)derivative | Mar. 31, 2017USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Cash flow hedge gain (loss) expected to be reclassified during the next 12 months | $ 900,000 | |
Derivative | ||
Gain on change in fair value of derivative financial instruments, net | 0 | $ 839,000 |
Fair value interest rate derivatives | 700,000 | |
Aggregate termination value of derivative obligations had provisions been breached | $ 700,000 | |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swaps | ||
Derivative | ||
Number of instruments (in derivatives) | derivative | 5 | |
Notional amount | $ 189,095,000 |
Derivative Financial Instrume51
Derivative Financial Instruments and Hedging Activities - Derivative Instruments Fair Value Table (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Derivatives, Fair Value | |||
Asset Derivatives | $ 1,991 | $ 1,529 | |
Liability Derivatives | 742 | 1,089 | |
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps | |||
Derivatives, Fair Value | |||
Gain (Loss) Recognized in OCI on Derivative (Effective Portion) | 970 | $ (164) | |
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | 70 | $ (76) | |
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps | Receivables and other assets | |||
Derivatives, Fair Value | |||
Asset Derivatives | 1,991 | 1,529 | |
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps | Derivative financial instruments | |||
Derivatives, Fair Value | |||
Liability Derivatives | $ 742 | $ 1,089 |
Derivative Financial Instrume52
Derivative Financial Instruments and Hedging Activities - Derivative Offsetting (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Offsetting of Derivative Assets | ||
Asset Derivatives | $ 1,991 | $ 1,529 |
Gross Amounts in the Consolidated Balance Sheets | 0 | 0 |
Net Amounts of Assets Presented in the Consolidated Balance Sheets | 1,991 | 1,529 |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | 1,991 | 1,529 |
Offsetting of Derivative Liabilities | ||
Liability Derivatives | 742 | 1,089 |
Gross Amounts in the Consolidated Balance Sheets | 0 | 0 |
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets | 742 | 1,089 |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | $ 742 | $ 1,089 |
Stockholders' Equity and Part53
Stockholders' Equity and Partners' Capital - Narrative (Details) $ / shares in Units, $ in Millions | Apr. 27, 2018$ / shares | Oct. 31, 2017USD ($) | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock issued, value, issued on a forward basis | $ | $ 75 | |||
Common Stock Dividends | ||||
Dividends declared (in dollars per share) | $ / shares | $ 0.305 | $ 0.300 | ||
Restricted Common Stock | ||||
Incentive Plan | ||||
Nonvested awards, total compensation cost not yet recognized | $ | $ 11.7 | |||
Period for recognition (in years) | 1 year 9 months 18 days | |||
Restricted Common Stock | General and Administrative Expense | ||||
Incentive Plan | ||||
Compensation expense | $ | $ 3.5 | $ 2.5 | ||
2006 Incentive Plan | ||||
Incentive Plan | ||||
Number of shares authorized (in shares) | shares | 5,000,000 | |||
Number of shares available for grant (in shares) | shares | 1,405,137 | |||
Subsequent Event | ||||
Common Stock Dividends | ||||
Dividends declared (in dollars per share) | $ / shares | $ 0.305 | |||
Healthcare Trust of America Holdings, LP (HTALP) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Dividend distribution ratio | 1 | |||
Common Stock Dividends | ||||
Dividends declared (in dollars per share) | $ / shares | $ 0.305 | $ 0.300 |
Stockholders' Equity and Part54
Stockholders' Equity and Partners' Capital - Restricted Common Stock Activity (Details) - Restricted Common Stock - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restricted Common Stock | ||
Balance as of beginning of period (in shares) | 589,606 | 640,870 |
Granted (in shares) | 307,534 | 215,333 |
Vested (in shares) | (205,270) | (229,621) |
Forfeited (in shares) | (20,061) | (2,524) |
Balance as of end of period (in shares) | 671,809 | 624,058 |
Weighted Average Grant Date Fair Value | ||
Balance as of beginning of period (in dollars per share) | $ 29.38 | $ 27.36 |
Granted (in dollars per share) | 29.05 | 29.31 |
Vested (in dollars per share) | 29.13 | 24.88 |
Forfeited (in dollars per share) | 29.66 | 29.96 |
Balance as of end of period (in dollars per share) | $ 29.29 | $ 28.94 |
Fair Value of Financial Instr55
Fair Value of Financial Instruments - Assets and Liabilities at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Derivative financial instruments, asset | $ 1,991 | $ 1,529 |
Liabilities: | ||
Derivative financial instrument, liability | 742 | 1,089 |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Derivative financial instruments, asset | 1,991 | 1,529 |
Liabilities: | ||
Derivative financial instrument, liability | 742 | 1,089 |
Fair Value, Measurements, Recurring | Level 1 | ||
Assets: | ||
Derivative financial instruments, asset | 0 | 0 |
Liabilities: | ||
Derivative financial instrument, liability | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Assets: | ||
Derivative financial instruments, asset | 1,991 | 1,529 |
Liabilities: | ||
Derivative financial instrument, liability | 742 | 1,089 |
Fair Value, Measurements, Recurring | Level 3 | ||
Assets: | ||
Derivative financial instruments, asset | 0 | 0 |
Liabilities: | ||
Derivative financial instrument, liability | $ 0 | $ 0 |
Fair Value of Financial Instr56
Fair Value of Financial Instruments - Assets on Nonrecurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items] | ||
Assets: MOB | $ 12,985 | $ 10,271 |
Impairment charges on MOB | 4,600 | 13,900 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items] | ||
Assets: MOB | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items] | ||
Assets: MOB | 12,985 | 10,271 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items] | ||
Assets: MOB | $ 0 | $ 0 |
Fair Value of Financial Instr57
Fair Value of Financial Instruments - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018USD ($)Buildings | Dec. 31, 2017USD ($)Buildings | |
Fair Value Disclosures [Abstract] | ||
Number of impaired assets | Buildings | 2 | 2 |
Debt, fair value | $ 2,765,800 | $ 2,826,300 |
Debt, carrying value | $ 2,780,291 | $ 2,781,031 |
Per Share Data of HTA (Details)
Per Share Data of HTA (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Oct. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | ||
Earnings Per Share | ||||
Forward equity agreement, shares to be sold | 2,600 | 2,600 | ||
Forward equity agreement price (in dollars per share) | $ 29.40 | |||
Stock issued, value, issued on a forward basis | $ 75,000 | |||
Antidilutive effect of forward equity sales agreement (in shares) | 266 | |||
Numerator: | ||||
Net income | $ 10,016 | $ 14,000 | ||
Net income attributable to noncontrolling interests | [1] | (214) | (455) | |
Net income attributable to common stockholders/unitholders | $ 9,802 | $ 13,545 | ||
Denominator: | ||||
Weighted average units outstanding - basic (in shares) | 205,069 | 141,780 | ||
Adjusted weighted average number of shares/units outstanding — diluted (in shares) | 209,177 | 146,117 | ||
Earnings per common share - basic | ||||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.05 | $ 0.10 | ||
Earnings per common share - diluted | ||||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.05 | $ 0.09 | ||
HTA, Inc. | ||||
Numerator: | ||||
Net income | $ 10,016 | $ 14,000 | ||
Net income attributable to noncontrolling interests | (214) | (455) | ||
Net income attributable to common stockholders/unitholders | $ 9,802 | $ 13,545 | ||
Denominator: | ||||
Weighted average units outstanding - basic (in shares) | 205,069 | 141,780 | ||
Dilutive shares - partnership units convertible into common stock (in shares) | 4,108 | 4,337 | ||
Adjusted weighted average number of shares/units outstanding — diluted (in shares) | 209,177 | 146,117 | ||
Earnings per common share - basic | ||||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.05 | $ 0.10 | ||
Earnings per common share - diluted | ||||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.05 | $ 0.09 | ||
[1] | Includes amounts attributable to redeemable noncontrolling interests. |
Per Unit Data of HTALP (Details
Per Unit Data of HTALP (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Oct. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Forward equity agreement, shares to be sold | 2,600 | 2,600 | ||
Numerator: | ||||
Net income | $ 10,016 | $ 14,000 | ||
Net income attributable to noncontrolling interests | [1] | (214) | (455) | |
Net income attributable to common stockholders/unitholders | $ 9,802 | $ 13,545 | ||
Denominator: | ||||
Weighted average units outstanding - basic (in shares) | 205,069 | 141,780 | ||
Adjusted weighted average number of shares/units outstanding — diluted (in shares) | 209,177 | 146,117 | ||
Earnings per common unit - basic: | ||||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.05 | $ 0.10 | ||
Earnings per common unit - diluted: | ||||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.05 | $ 0.09 | ||
Healthcare Trust of America Holdings, LP (HTALP) | ||||
Numerator: | ||||
Net income | $ 10,016 | $ 14,000 | ||
Net income attributable to noncontrolling interests | (33) | (30) | ||
Net income attributable to common stockholders/unitholders | $ 9,983 | $ 13,970 | ||
Denominator: | ||||
Weighted average units outstanding - basic (in shares) | 209,177 | 146,117 | ||
Dilutive units - partnership units convertible into common units (in shares) | 0 | 0 | ||
Adjusted weighted average number of shares/units outstanding — diluted (in shares) | 209,177 | 146,117 | ||
Earnings per common unit - basic: | ||||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.05 | $ 0.10 | ||
Earnings per common unit - diluted: | ||||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.05 | $ 0.10 | ||
[1] | Includes amounts attributable to redeemable noncontrolling interests. |
Supplemental Cash Flow Inform60
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid | $ 37,518 | $ 19,186 |
Income taxes paid | 656 | 60 |
Supplemental Disclosure of Noncash Investing and Financing Activities: | ||
Accrued capital expenditures | 760 | 5,696 |
Dividend distributions declared, but not paid | 63,828 | 44,489 |
Issuance of operating partnership units in connection with acquisitions | 0 | 610 |
Note receivable retired in connection with an acquisition | 0 | 2,494 |
Redemption of noncontrolling interest | $ 2,413 | $ 0 |