Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 22, 2019 | |
Entity Information [Line Items] | ||
Entity Registrant Name | HEALTHCARE TRUST OF AMERICA, INC. | |
Entity Central Index Key | 0001360604 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 205,097,423 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
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 | 0001495491 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Current Reporting Status | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Real estate investments: | ||
Land | $ 483,848 | $ 481,871 |
Building and improvements | 5,807,582 | 5,787,152 |
Lease intangibles | 596,568 | 599,864 |
Construction in progress | 6,541 | 4,903 |
Real estate investments, gross | 6,894,539 | 6,873,790 |
Accumulated depreciation and amortization | (1,264,637) | (1,208,169) |
Real estate investments, net | 5,629,902 | 5,665,621 |
Investment in unconsolidated joint venture | 67,072 | 67,172 |
Cash and cash equivalents | 61,073 | 126,221 |
Restricted cash | 7,402 | 7,309 |
Receivables and other assets, net | 221,202 | 223,415 |
Right-of-use assets, net | 243,446 | 0 |
Other intangibles, net | 12,457 | 98,738 |
Total assets | 6,242,554 | 6,188,476 |
Liabilities: | ||
Debt | 2,541,619 | 2,541,232 |
Accounts payable and accrued liabilities | 139,462 | 185,073 |
Security deposits, prepaid rent and other liabilities | 42,044 | 59,567 |
Lease liabilities | 197,313 | 0 |
Intangible liabilities, net | 40,820 | 61,146 |
Total liabilities | 2,961,258 | 2,847,018 |
Commitments and contingencies | ||
Redeemable noncontrolling interests | 6,520 | 6,544 |
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; 205,099,708 and 205,267,349 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 2,051 | 2,053 |
Additional paid-in capital | 4,517,961 | 4,525,969 |
Accumulated other comprehensive (loss) income | (75) | 307 |
Cumulative dividends in excess of earnings | (1,322,443) | (1,272,305) |
Total stockholders’ equity | 3,197,494 | 3,256,024 |
Noncontrolling interests | 77,282 | 78,890 |
Total equity | 3,274,776 | 3,334,914 |
Partners’ Capital: | ||
Total liabilities and equity/partners' capital | 6,242,554 | 6,188,476 |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Real estate investments: | ||
Land | 483,848 | 481,871 |
Building and improvements | 5,807,582 | 5,787,152 |
Lease intangibles | 596,568 | 599,864 |
Construction in progress | 6,541 | 4,903 |
Real estate investments, gross | 6,894,539 | 6,873,790 |
Accumulated depreciation and amortization | (1,264,637) | (1,208,169) |
Real estate investments, net | 5,629,902 | 5,665,621 |
Investment in unconsolidated joint venture | 67,072 | 67,172 |
Cash and cash equivalents | 61,073 | 126,221 |
Restricted cash | 7,402 | 7,309 |
Receivables and other assets, net | 221,202 | 223,415 |
Right-of-use assets, net | 243,446 | 0 |
Other intangibles, net | 12,457 | 98,738 |
Total assets | 6,242,554 | 6,188,476 |
Liabilities: | ||
Debt | 2,541,619 | 2,541,232 |
Accounts payable and accrued liabilities | 139,462 | 185,073 |
Security deposits, prepaid rent and other liabilities | 42,044 | 59,567 |
Lease liabilities | 197,313 | 0 |
Intangible liabilities, net | 40,820 | 61,146 |
Total liabilities | 2,961,258 | 2,847,018 |
Commitments and contingencies | ||
Redeemable noncontrolling interests | 6,520 | 6,544 |
Partners’ Capital: | ||
Limited partners’ capital, 3,910,767 and 3,929,083 units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 77,012 | 78,620 |
General partners’ capital, 205,099,708 and 205,267,349 units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 3,197,764 | 3,256,294 |
Total partners’ capital | 3,274,776 | 3,334,914 |
Total liabilities and equity/partners' capital | $ 6,242,554 | $ 6,188,476 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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) | 3,910,767 | 3,929,083 |
Limited partner's capital, units outstanding (in shares) | 3,910,767 | 3,929,083 |
General partner's capital, units issued (in shares) | 205,099,708 | 205,267,349 |
General partner's capital, units outstanding (in shares) | 205,099,708 | 205,267,349 |
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) | 205,099,708 | 205,267,349 |
Common stock, shares outstanding (in shares) | 205,099,708 | 205,267,349 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Revenues: | |||
Rental income | $ 168,875,000 | $ 175,567,000 | |
Interest and other operating income | 91,000 | 94,000 | |
Total revenues | 168,966,000 | 175,661,000 | |
Expenses: | |||
Rental | 51,468,000 | 56,022,000 | |
General and administrative | 11,290,000 | 8,786,000 | |
Transaction | 40,000 | 191,000 | |
Depreciation and amortization | 69,481,000 | 70,392,000 | |
Interest expense | 23,970,000 | 26,253,000 | |
Impairment | 0 | 4,606,000 | |
Total expenses | 156,249,000 | 166,250,000 | |
Loss on sale of real estate, net | (37,000) | 0 | |
Income from unconsolidated joint venture | 486,000 | 570,000 | |
Other income | 535,000 | 35,000 | |
Net income | 13,701,000 | 10,016,000 | |
Net income attributable to noncontrolling interests | [1] | (261,000) | (214,000) |
Net income attributable to common stockholders/unitholders | $ 13,440,000 | $ 9,802,000 | |
Earnings per common share/unit - basic: | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.07 | $ 0.05 | |
Earnings per common share/unit - diluted: | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.06 | $ 0.05 | |
Weighted average common shares/units outstanding: | |||
Basic (in shares/units) | 205,080 | 205,069 | |
Diluted (in shares/units) | 208,999 | 209,177 | |
Healthcare Trust of America Holdings, LP (HTALP) | |||
Revenues: | |||
Rental income | $ 168,875,000 | $ 175,567,000 | |
Interest and other operating income | 91,000 | 94,000 | |
Total revenues | 168,966,000 | 175,661,000 | |
Expenses: | |||
Rental | 51,468,000 | 56,022,000 | |
General and administrative | 11,290,000 | 8,786,000 | |
Transaction | 40,000 | 191,000 | |
Depreciation and amortization | 69,481,000 | 70,392,000 | |
Interest expense | 23,970,000 | 26,253,000 | |
Impairment | 0 | 4,606,000 | |
Total expenses | 156,249,000 | 166,250,000 | |
Loss on sale of real estate, net | (37,000) | 0 | |
Income from unconsolidated joint venture | 486,000 | 570,000 | |
Other income | 535,000 | 35,000 | |
Net income | 13,701,000 | 10,016,000 | |
Net income attributable to noncontrolling interests | (28,000) | (33,000) | |
Net income attributable to common stockholders/unitholders | $ 13,673,000 | $ 9,983,000 | |
Earnings per common share/unit - basic: | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.07 | $ 0.05 | |
Earnings per common share/unit - diluted: | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.07 | $ 0.05 | |
Weighted average common shares/units outstanding: | |||
Basic (in shares/units) | 208,999 | 209,177 | |
Diluted (in shares/units) | 208,999 | 209,177 | |
[1] | Includes amounts attributable to redeemable noncontrolling interests. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net income | $ 13,701 | $ 10,016 |
Other comprehensive (loss) income | ||
Change in unrealized (losses) gains on cash flow hedges | (390) | |
Change in unrealized (losses) gains on cash flow hedges | 900 | |
Total other (loss) comprehensive income | (390) | 900 |
Total comprehensive income | 13,311 | 10,916 |
Comprehensive income attributable to noncontrolling interests | (225) | (198) |
Total comprehensive income attributable to common stockholders/unitholders | 13,086 | 10,718 |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Net income | 13,701 | 10,016 |
Other comprehensive (loss) income | ||
Change in unrealized (losses) gains on cash flow hedges | (390) | |
Change in unrealized (losses) gains on cash flow hedges | 900 | |
Total other (loss) comprehensive income | (390) | 900 |
Total comprehensive income | 13,311 | 10,916 |
Comprehensive income attributable to noncontrolling interests | (28) | (33) |
Total comprehensive income attributable to common stockholders/unitholders | $ 13,283 | $ 10,883 |
CONDENSED CONSOLIDATED STATEM_3
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 Income (Loss) | Cumulative Dividends in Excess of Earnings | Noncontrolling Interests |
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 | 204,892,000 | |||||||
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 ($0.310 per common share) | (63,866) | (62,559) | (62,559) | (1,307) | ||||
Net income | 9,983 | 9,802 | 9,802 | 181 | ||||
Other comprehensive income (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 | 205,180,000 | |||||||
Beginning balance at Dec. 31, 2018 | 3,334,914 | 3,256,024 | $ 2,053 | 4,525,969 | 307 | (1,272,305) | 78,890 | |
Beginning balance (in shares) at Dec. 31, 2018 | 205,267,349 | 205,267,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based award transactions, net | 3,389 | 3,389 | $ 3 | 3,386 | 0 | |||
Share-based award transactions, net (in shares) | 293,000 | |||||||
Repurchase and cancellation of common stock | (11,926) | (11,926) | $ (5) | (11,921) | ||||
Repurchase and cancellation of common stock (in shares) | (478,000) | |||||||
Redemption of noncontrolling interest and other | 0 | 527 | $ 0 | 527 | (527) | |||
Redemption of noncontrolling interest and other (in shares) | 18,000 | |||||||
Dividends declared ($0.310 per common share) | (64,884) | (63,578) | (63,578) | (1,306) | ||||
Net income | 13,673 | 13,440 | 13,440 | 233 | ||||
Other comprehensive income (loss) | (390) | (382) | (382) | (8) | ||||
Ending balance at Mar. 31, 2019 | $ 3,274,776 | $ 3,197,494 | $ 2,051 | $ 4,517,961 | $ (75) | $ (1,322,443) | $ 77,282 | |
Ending balance (in shares) at Mar. 31, 2019 | 205,099,708 | 205,100,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared (in dollars per share) | $ 0.310 | $ 0.305 |
CONDENSED CONSOLIDATED STATEM_5
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, 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 ($0.310 per common unit) | (63,866) | $ (62,559) | $ (1,307) | |
Net income | $ 9,802 | 9,983 | 9,802 | 181 |
Other comprehensive income (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 | ||
Balance as of beginning of period at Dec. 31, 2018 | 3,334,914 | $ 3,256,294 | $ 78,620 | |
Balance as of beginning of period (in units) at Dec. 31, 2018 | 205,267 | 3,929 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Share-based award transactions, net | 3,389 | $ 3,389 | $ 0 | |
Share-based award transactions, net (in units) | 293 | |||
Redemption and cancellation of general partner units | (11,926) | $ (11,926) | ||
Redemption and cancellation of general partner units (in units) | (478) | |||
Redemption of limited partner units and other | 0 | $ 527 | $ (527) | |
Redemption of limited partner units and other (in units) | 18 | (18) | ||
Distributions declared ($0.310 per common unit) | (64,884) | $ (63,578) | $ (1,306) | |
Net income | 13,440 | 13,673 | 13,440 | 233 |
Other comprehensive income (loss) | $ (390) | (390) | (382) | (8) |
Balance as of end of period at Mar. 31, 2019 | $ 3,274,776 | $ 3,197,764 | $ 77,012 | |
Balance as of end of period (in units) at Mar. 31, 2019 | 205,100 | 3,911 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Dividends declared (in dollars per share) | $ 0.310 | $ 0.305 |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Dividends declared (in dollars per share) | $ 0.310 | $ 0.305 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 13,701,000 | $ 10,016,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 66,528,000 | 68,303,000 |
Share-based compensation expense | 3,389,000 | 3,507,000 |
Impairment | 0 | 4,606,000 |
Income from unconsolidated joint venture | (486,000) | (570,000) |
Distributions from unconsolidated joint venture | 750,000 | 0 |
Loss on sale of real estate, net | 37,000 | 0 |
Changes in operating assets and liabilities: | ||
Receivables and other assets, net | 2,546,000 | 9,277,000 |
Accounts payable and accrued liabilities | (40,402,000) | (30,780,000) |
Prepaid rent and other liabilities | 2,492,000 | (3,479,000) |
Net cash provided by operating activities | 48,555,000 | 60,880,000 |
Cash flows from investing activities: | ||
Investments in real estate | (18,592,000) | (11,887,000) |
Development of real estate | (2,014,000) | (13,235,000) |
Proceeds from the sale of real estate | 1,193,000 | 0 |
Capital expenditures | (16,815,000) | (17,417,000) |
Collection of real estate notes receivable | 181,000 | 172,000 |
Net cash used in investing activities | (36,047,000) | (42,367,000) |
Cash flows from financing activities: | ||
Payments on secured mortgage loans | (587,000) | (1,598,000) |
Security deposits | 0 | 52,000 |
Repurchase and cancellation of common stock | (11,926,000) | (2,709,000) |
Dividends paid | (63,686,000) | (62,546,000) |
Distributions paid to noncontrolling interest of limited partners | (1,364,000) | (1,334,000) |
Net cash used in financing activities | (77,563,000) | (68,135,000) |
Net change in cash, cash equivalents and restricted cash | (65,055,000) | (49,622,000) |
Cash, cash equivalents and restricted cash - beginning of period | 133,530,000 | 118,560,000 |
Cash, cash equivalents and restricted cash - end of period | 68,475,000 | 68,938,000 |
Healthcare Trust of America Holdings, LP (HTALP) | ||
Cash flows from operating activities: | ||
Net income | 13,701,000 | 10,016,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 66,528,000 | 68,303,000 |
Share-based compensation expense | 3,389,000 | 3,507,000 |
Impairment | 0 | 4,606,000 |
Income from unconsolidated joint venture | (486,000) | (570,000) |
Distributions from unconsolidated joint venture | 750,000 | 0 |
Loss on sale of real estate, net | 37,000 | 0 |
Changes in operating assets and liabilities: | ||
Receivables and other assets, net | 2,546,000 | 9,277,000 |
Accounts payable and accrued liabilities | (40,402,000) | (30,780,000) |
Prepaid rent and other liabilities | 2,492,000 | (3,479,000) |
Net cash provided by operating activities | 48,555,000 | 60,880,000 |
Cash flows from investing activities: | ||
Investments in real estate | (18,592,000) | (11,887,000) |
Development of real estate | (2,014,000) | (13,235,000) |
Proceeds from the sale of real estate | 1,193,000 | 0 |
Capital expenditures | (16,815,000) | (17,417,000) |
Collection of real estate notes receivable | 181,000 | 172,000 |
Net cash used in investing activities | (36,047,000) | (42,367,000) |
Cash flows from financing activities: | ||
Payments on secured mortgage loans | (587,000) | (1,598,000) |
Security deposits | 0 | 52,000 |
Repurchase and cancellation of general partner units | (11,926,000) | (2,709,000) |
Distributions paid to general partner | (63,686,000) | (62,546,000) |
Distributions paid to limited partners and redeemable noncontrolling interests | (1,364,000) | (1,334,000) |
Net cash used in financing activities | (77,563,000) | (68,135,000) |
Net change in cash, cash equivalents and restricted cash | (65,055,000) | (49,622,000) |
Cash, cash equivalents and restricted cash - beginning of period | 133,530,000 | 118,560,000 |
Cash, cash equivalents and restricted cash - end of period | $ 68,475,000 | $ 68,938,000 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
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 32 states within the United States, and we lease space to tenants primarily consisting of health systems, research and academic institutions, and various sized physician practices. Through our full-service operating platform we provide leasing, asset management, acquisitions, development and other related services for our properties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Interim Unaudited Financial Data Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable for the full year. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2018 Annual Report on Form 10-K. Principles of Consolidation The condensed consolidated financial statements include the accounts of our subsidiaries and consolidated joint venture arrangements. The portions of the HTALP operating partnership not owned by us are presented as noncontrolling interests in our consolidated balance sheets and statements of operations, consolidated statements of comprehensive income, 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 noncontrolling interests on the accompanying condensed consolidated balance sheets. 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, 2019 and December 31, 2018 , there were approximately 3.9 million of OP Units issued and outstanding. VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. A primary beneficiary is one that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The HTALP operating partnership and our other joint venture arrangements are VIEs because the limited partners in those partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Additionally, we determined that we are the primary beneficiary of our VIEs. Accordingly, we consolidate our interests in the HTALP operating partnership and in our other joint venture arrangements. However, because we hold what is deemed a majority voting interest in the HTALP operating partnership and our other joint venture arrangements, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. Restricted cash is comprised of (i) reserve accounts for property taxes, insurance, capital improvements and tenant improvements; (ii) collateral accounts for debt and interest rate swaps; and (iii) deposits for future investments. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets to the combined amounts shown on the accompanying consolidated statements of cash flows (in thousands): March 31, 2019 2018 Cash and cash equivalents $ 61,073 $ 56,243 Restricted cash 7,402 12,695 Total cash, cash equivalents and restricted cash $ 68,475 $ 68,938 Revenue Recognition Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between rental income recognized and amounts contractually due under the lease agreements are recorded as straight-line rent receivables. Tenant reimbursements, which is comprised of additional amounts recoverable from tenants for real estate taxes, common area maintenance and other certain operating expenses are recognized as revenue on a gross basis in the period in which the related recoverable expenses are incurred. We accrue revenue corresponding to these expenses on a quarterly basis to adjust recorded amounts to our best estimate of the final annual amounts to be billed. Subsequent to year-end, on a calendar year basis, we perform reconciliations on a lease-by-lease basis and bill or credit each tenant for any differences between the estimated expenses we billed and the actual expenses that were incurred. We recognize lease termination fees when there is a signed termination letter agreement, all of the conditions of the agreement have been met, and the tenant is no longer occupying the property. Rental income is reported net of amortization of inducements. The revenue recognition process is based on a five-step model to account for revenue arising from contracts with customers as outlined in Topic 606. We recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We have identified all of our revenue streams and we have concluded that rental income from leasing arrangements represents a substantial portion of our revenue and is governed and evaluated with the adoption of Topic 842. Investments in Real Estate Depreciation expense of buildings and improvements for the three months ended March 31, 2019 and 2018 was $52.1 million and $50.7 million , respectively. Leases As lessor we lease space in our MOBs primarily to medical enterprises for terms ranging from three to seven years in length. The assets underlying these leases consist of buildings and associated land which are included as real estate investments on our condensed consolidated balance sheets. All of our leases for which we are the lessor are classified as operating leases under Topic 842. Leases, for which we are the lessee, are classified as separate components on our condensed consolidated balance sheets. Operating leases are included as right-of-use (“ROU”) assets, net, with a corresponding lease liability. A lease liability is recognized for our obligation related to the lease and an ROU asset represents our right to use the underlying asset over the lease term. Refer to Note 7 - Leases in the accompanying notes to the condensed consolidated financial statements for more detail relating to our leases. Redeemable Noncontrolling Interests We account for redeemable equity securities in accordance with ASU 2009-04 Liabilities (Topic 480): Accounting for Redeemable Equity Instruments, which requires that equity securities redeemable at the option of the holder, not solely within our control, be classified outside permanent stockholders’ equity. We classify redeemable equity securities as redeemable noncontrolling interests in the accompanying consolidated balances sheets. Accordingly, we record the carrying amount at the greater of the initial carrying amount (increased or decreased for the noncontrolling interest’s share of net income or loss and distributions) or the redemption value. We measure the redemption value and record an adjustment to the carrying value of the equity securities as a component of redeemable noncontrolling interest. As of March 31, 2019 and December 31, 2018 , we had redeemable noncontrolling interests of $6.5 million . Refer to Note 11 - Redeemable Noncontrolling Interests in the accompanying notes to the condensed consolidated financial statements for more detail relating to our redeemable noncontrolling interests. Unconsolidated Joint Ventures We account for our investments in unconsolidated joint ventures using the equity method of accounting because we have the ability to exercise significant influence, but not control, over the financial and operational policy decisions of the investments. Using the equity method of accounting, the initial investment is recognized at cost and subsequently adjusted for our share of the net income and any distributions from the joint venture. As of March 31, 2019 and December 31, 2018 , we had a 50% interest in one such investment with a carrying value and maximum exposure to risk of $67.1 million and $67.2 million , respectively, which is recorded in investment in unconsolidated joint venture in the accompanying condensed consolidated balance sheets. We record our share of net income in income from unconsolidated joint venture in the accompanying condensed consolidated statements of operations. For the three months ended March 31, 2019 and 2018 , we recognized income of $0.5 million and $0.6 million , respectively. Recently Issued or Adopted Accounting Pronouncements Recently Adopted Accounting Pronouncements Topic 842, Leases In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, codified as ASC 842 - Leases (Topic 842). This new standard superseded ASC Topic 840 and states that companies will be required to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. Topic 842 requires qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand the nature of the entity’s leasing activities, including significant judgments and changes in judgments. We adopted Topic 842 as of January 1, 2019 and elected the practical expedient to use the optional transition method, which allows us to recognize a cumulative-effect adjustment to the opening balance of retained earnings at January 1, 2019. Using the optional transition method, the cumulative effect adjustment was immaterial and as such no adjustment was made to beginning retained earnings. In addition, it was determined in our analysis that finance leases which we are the lessee were immaterial and as such were excluded from our disclosures. In addition to electing the optional transition method above, we also elected the following practical expedients offered by the FASB which will allow us: • to not reassess (i) whether an expired or existing contract contains a lease arrangement, (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; • to not separate, as the lessor, certain non-lease components, such as common area maintenance from lease revenue if the (i) timing and pattern of revenue recognition are the same for the non-lease component, and (ii) related lease component and the combined single lease component would be classified as an operating lease; • to exclude land easements from assessment in determining whether they meet the definition of a lease up to the time of adoption; and • to not record on our condensed consolidated balance sheets, lease liabilities and right of use (“ROU”) assets with lease terms of 12 months or less. Lessee Impact Leases for which we are the lessee, including ground leases and corporate leases primarily for office space, have been recorded on our condensed consolidated balance sheets as either finance or operating leases with lease liability obligations and corresponding ROU assets based on the present value of the minimum rental payments remaining as of the initial adoption date of January 1, 2019. Lessor Impact Topic 842 modifies the treatment of initial direct costs, which historically under Topic 840 have been capitalized upon meeting criteria provided for in that applicable guidance. These initial direct costs now under ASC 842 are eligible for capitalization only if they are incremental in nature, (i.e., would only be incurred if we enter into a new lease arrangement). Under this guidance, only commissions paid and other incurred costs incremental to our leasing activity qualify as initial direct costs. These costs, which were previously capitalized, have been classified as general and administrative expenses on our condensed consolidated statements of operations. For the three months ended March 31, 2018 , we capitalized approximately $1.3 million of initial direct costs. Additionally, as part of Topic 842, ASU 2018-20 states that (i) a lessor must analyze sales (and other similar) tax laws on a jurisdiction-by-jurisdiction basis to determine whether those taxes are lessor costs or lessee costs and (ii) a lessor shall exclude from variable payments, lessor costs (i.e., property taxes, insurance) paid by a lessee directly to a third party. However, costs that are paid by a lessor directly to a third party and are reimbursed by a lessee are considered lessor costs that shall be accounted for by the lessor as variable payments. As a result of the adoption of Topic 842, we no longer record income or expense when the lessee pays the property taxes directly to a third party. For the three months ended March 31, 2018 , this amount was approximately $3.6 million . Except where stated above, the adoption of Topic 842 did not have a substantive impact on our results of operations and cash flows and no significant impact on any of our debt covenants. ASU 2018-07, Compensation - Stock Compensation; Improvements to Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued ASU 2018-07, which expands the scope of Topic 718. The amendments specify that ASU 2018-07 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that it does not apply to share-based payments used to effectively provide (i) financing to the issuer or (ii) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. We adopted ASU 2018-07 on January 1, 2019 (the effective date) and did not have any reclassifications or material impacts on our consolidated financial statements as a result of this adoption. Recently Issued Accounting Pronouncements ASU 2016-13, Financial Instruments Credit Losses; Measurement of Credit Losses on Financial Instruments and ASU 2018-19, Improvements to Topic 326, Financial Instruments-Credit Losses In June 2016, the FASB issued ASU 2016-13, which is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis. ASU 2018-19 also clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of these receivables should be accounted for in accordance with Topic 842, Leases. We will adopt ASU 2016-13 and ASU 2018-19 as of January 1, 2020 (the effective date) and do not anticipate there to be a material impact to our consolidated financial statements and related notes based on our ongoing evaluation. ASU 2018-13, Fair Value Measurement; Changes to the Disclosure Requirements for Fair Value Measurement |
Investments in Real Estate
Investments in Real Estate | 3 Months Ended |
Mar. 31, 2019 | |
Investments [Abstract] | |
Investments in Real Estate | Investments in Real Estate For the three months ended March 31, 2019 , our investments had a purchase price of $18.8 million . As part of this investment, we incurred approximately $76,000 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, 2019 and 2018 , respectively (in thousands): Three Months Ended March 31, 2019 2018 Land $ 3,311 $ 1,084 Building and improvements 13,449 10,280 In place leases 1,927 662 Below market leases (95 ) (139 ) Above market leases 160 — Net assets acquired 18,752 11,887 Other, net 74 447 Aggregate purchase price $ 18,826 $ 12,334 The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the three months ended March 31, 2019 and 2018 , respectively (in years): Three Months Ended March 31, 2019 2018 Acquired intangible assets 9.1 8.4 Acquired intangible liabilities 9.1 8.4 |
Impairment
Impairment | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Impairment | Impairment During the three months ended March 31, 2019 , we recorded no impairment charges. During the three months ended March 31, 2018, we recorded an impairment charge of $4.6 million on two |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Identified Intangibles, Net [Abstract] | |
Intangible Assets and Liabilities | Intangible Assets and Liabilities Intangible assets and liabilities consisted of the following as of March 31, 2019 and December 31, 2018 , respectively (in thousands, except weighted average remaining amortization terms): March 31, 2019 December 31, 2018 Balance Weighted Average Remaining Amortization in Years Balance Weighted Average Remaining Amortization in Years Assets: In place leases $ 447,922 9.8 $ 449,424 9.8 Tenant relationships 148,646 9.4 150,440 9.4 Above market leases 36,860 6.2 36,862 6.1 Below market leasehold interests (1) — 91,759 64.3 633,428 728,485 Accumulated amortization (359,593 ) (355,576 ) Total $ 273,835 9.6 $ 372,909 22.1 Liabilities: Below market leases $ 61,135 14.6 $ 61,395 14.6 Above market leasehold interests (1) — 20,610 49.2 61,135 82,005 Accumulated amortization (20,315 ) (20,859 ) Total $ 40,820 14.6 $ 61,146 25.3 (1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of below and above market leasehold interests as of March 31, 2019 does not conform to the prior year presentation. The following is a summary of the net intangible amortization for the three months ended March 31, 2019 and 2018 , respectively (in thousands): Three Months Ended March 31, 2019 2018 Amortization recorded against rental income related to above and (below) market leases $ (491 ) $ (62 ) Rental expense related to above and (below) market leasehold interests (1) — 277 Amortization expense related to in place leases and tenant relationships 14,665 17,648 (1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of rental expense related to above and (below) market leasehold interests as of March 31, 2019 does not conform to the prior year presentation. |
Receivables and Other Assets
Receivables and Other Assets | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and December 31, 2018 , respectively (in thousands): March 31, 2019 December 31, 2018 Tenant receivables, net $ 16,038 $ 14,588 Other receivables, net 20,280 16,078 Deferred financing costs, net 5,618 6,049 Deferred leasing costs, net 30,815 30,731 Straight-line rent receivables, net 97,362 92,973 Prepaid expenses, deposits, equipment and other, net 50,495 61,885 Derivative financial instruments - interest rate swaps 594 1,111 Total $ 221,202 $ 223,415 The following is a summary of the amortization of deferred leasing costs and financing costs for the three months ended March 31, 2019 , and 2018 , respectively (in thousands): Three Months Ended March 31, 2019 2018 Amortization expense related to deferred leasing costs $ 2,154 $ 1,506 Interest expense related to deferred financing costs 431 431 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The majority of our lease expenses are derived from our ground leases and a few corporate leases, primarily for office space . We recognize lease expense for these leases on a straight-line basis over the lease term. Many of our leases contain renewal options that can extend the lease term from one to ten years, or in certain cases, more. The exercise of lease renewal options is at our sole discretion. Certain of our ground leases have the option to purchase the land at the end of the initial term. Our leases have one of the following payment options (i) fixed payment throughout the term, (ii) fixed payments with periodic escalations, (iii) variable lease payments based on the Consumer Price Index (“CPI”) or other similar index, and (iv) a combination of the aforementioned. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants other than certain prohibitions as to the nature of business that can be conducted within the buildings which we own to limit activities that may be deemed competitive in nature to the ground lessor's activities. As of March 31, 2019 , we have no new ground leases or corporate leases that have not yet commenced. As part of the adoption of Topic 842, a lease liability and a corresponding ROU asset was recorded on our condensed consolidated balance sheets effective January 1, 2019. The lease liability was calculated as the present value of the remaining lease payments using the lease term at lease commencement and an incremental borrowing rate. In determining this calculation, we made the following assumptions and judgments: • only material ground leases and corporate leases exceeding one year in length, were included in our lease population. Office equipment and other non-essential leases were excluded from the population due to immateriality; and • a series of incremental borrowing rates were determined based on observed prices and credit spreads of our unsecured senior debt as of December 31, 2018 after applying treasury or other similar index rates as of January 1, 2019 to leases that correspond to the remaining lease terms, adjusted for the effects of collateral. The ROU asset was calculated as the sum of the lease liability, deferred rent of approximately ($19.0) million , and the above and below market leasehold interest balances as of December 31, 2018 of approximately $66.5 million , which were previously recorded as other intangibles and intangible liabilities on our condensed consolidated balance sheets. Lessee - Lease Costs Lease costs consisted of the following for the three months ended March 31, 2019 (in thousands): March 31, 2019 Operating lease cost $ 3,055 Variable lease cost 381 Total lease cost $ 3,436 Lessee - Lease Term and Discount Rates The following is the weighted average remaining lease term and the weighted average discount rate for our operating leases as of March 31, 2019 (weighted average remaining lease term in years): March 31, 2019 Weighted-average remaining lease term Operating leases 48.7 Weighted-average discount rate Operating leases 5.3 % Lessee - Maturity of Lease Liabilities The following table summarizes the future minimum lease obligations of our operating leases as of March 31, 2019 under Topic 842 (in thousands): Year March 31, 2019 2019 $ 7,751 2020 10,408 2021 9,877 2022 10,031 2023 10,132 Thereafter 639,234 Total undiscounted lease payments $ 687,433 Less: Interest (490,120 ) Present value of lease liabilities $ 197,313 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following as of March 31, 2019 and December 31, 2018 , respectively (in thousands): March 31, 2019 December 31, 2018 Unsecured revolving credit facility $ — $ — Unsecured term loans 500,000 500,000 Unsecured senior notes 1,850,000 1,850,000 Fixed rate mortgages 210,834 211,421 2,560,834 2,561,421 Deferred financing costs, net (13,048 ) (13,741 ) Discount, net (6,167 ) (6,448 ) Total $ 2,541,619 $ 2,541,232 Unsecured Credit Agreement Unsecured Revolving Credit Facility due 2022 In 2017, HTALP entered into an amended and restated $1.3 billion unsecured credit agreement (the “Unsecured Credit Agreement”) which increased the amount available under the unsecured revolving credit facility to $1.0 billion and extended the maturities of the unsecured revolving credit facility to June 30, 2022 and for the $300.0 million unsecured term loan referenced below 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, 2019 , 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 the Unsecured Credit Agreement as noted above. As part of this agreement, we obtained a $300.0 million unsecured term loan that was guaranteed by HTA with a maturity date of February 1, 2023 . Borrowings under this unsecured term loan accrue interest equal to adjusted LIBOR , plus a margin ranging from 0.90% to 1.75% per annum based on our credit rating. The margin associated with our borrowings as of March 31, 2019 was 1.10% per annum. Including the impact of the interest rate swaps associated with our unsecured term loan, the interest rate was 3.65% per annum, based on our current credit rating. As of March 31, 2019 , HTALP had $300.0 million under this unsecured term loan outstanding. $200.0 Million Unsecured Term Loan due 2024 On August 1, 2018, HTALP entered into a modification of our $200.0 million unsecured term loan previously due in 2023. The modification decreased pricing at our current credit rating by 65 basis points and extended the maturity date to January 15, 2024. The other material terms of the unsecured term loan prior to the modification remained substantially unchanged. Borrowings under the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from 0.75% to 1.65% per annum based on our credit rating. The margin associated with our borrowings as of March 31, 2019 was 1.00% per annum. HTALP had interest rate swaps on a portion of the balance, which resulted in a fixed interest rate at 2.77% per annum. As of March 31, 2019 , HTALP had $200.0 million under this unsecured term loan outstanding. $300.0 Million Unsecured Senior Notes due 2021 As of March 31, 2019 , HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), bear interest at 3.38% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.21% of the principal amount thereof, with an effective yield to maturity of 3.50% per annum. As of March 31, 2019 , HTALP had $300.0 million of these unsecured senior notes outstanding that mature on July 15, 2021. $400.0 Million Unsecured Senior Notes due 2022 In 2017, in connection with the $500.0 million unsecured senior notes due 2027 referenced below, HTALP issued $400.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 2.95% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.94% of the principal amount thereof, with an effective yield to maturity of 2.96% per annum. As of March 31, 2019 , HTALP had $400.0 million of these unsecured senior notes outstanding that mature on July 1, 2022. $300.0 Million Unsecured Senior Notes due 2023 As of March 31, 2019 , HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.70% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.19% of the principal amount thereof, with an effective yield to maturity of 3.80% per annum. As of March 31, 2019 , 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, 2019 , HTALP had $350.0 million of unsecured senior notes outstanding that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.50% 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, 2019 , 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 HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.75% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.49% of the principal amount thereof, with an effective yield to maturity of 3.81% per annum. As of March 31, 2019 , HTALP had $500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027. Fixed Rate Mortgages As of March 31, 2019 , HTALP and its subsidiaries had fixed rate mortgages with interest rates ranging from 2.85% to 4.00% per annum and a weighted average interest rate of 3.96% per annum. Future Debt Maturities The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of March 31, 2019 (in thousands): Year Amount 2019 $ 96,776 2020 97,429 2021 302,504 2022 402,005 2023 612,120 Thereafter 1,050,000 Total $ 2,560,834 Deferred Financing Costs As of March 31, 2019 , the future amortization of our deferred financing costs is as follows (in thousands): Year Amount 2019 $ 2,399 2020 2,890 2021 2,717 2022 2,096 2023 1,040 Thereafter 1,906 Total $ 13,048 Debt Covenants We are required by the terms of our applicable loan agreements to meet various affirmative and negative covenants that we believe are customary for these types of facilities, such as limitations on the incurrence of debt by us and our subsidiaries that own unencumbered assets, limitations on the nature of HTALP ’s business, and limitations on distributions by HTALP and its subsidiaries that own unencumbered assets. Our loan agreements also impose various financial covenants on us, such as a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a minimum tangible net worth covenant, a maximum ratio of unsecured indebtedness to unencumbered asset value, rent coverage ratios and a minimum ratio of unencumbered Net Operating Income (“NOI”) to unsecured interest expense. As of March 31, 2019 |
Derivative Financial Instrument
Derivative Financial Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2019 | |
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, the fair value of derivative financial instruments designated as cash flow hedges are adjusted to reflect the impact of our credit quality. Cash Flow Hedges of Interest Rate Risk Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and treasury locks as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for us making fixed rate payments over the life of the agreements without exchange of the underlying notional amount. A treasury lock is a synthetic forward sale of a U.S. treasury note, which is settled in cash based upon the difference between an agreed upon treasury rate and the prevailing treasury rate at settlement. Such treasury locks are entered into to effectively fix the treasury component of an upcoming debt issuance. Amounts reported in accumulated other comprehensive income (loss) 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. The remaining cash flow hedges mature on July 17, 2019 , until such time we estimate that an additional $0.4 million will be reclassified from other comprehensive income in the accompanying condensed consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying condensed consolidated statements of operations. As of March 31, 2019 , we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments): Cash Flow Hedges March 31, 2019 Number of instruments 2 Notional amount $ 155,000 The table below presents the fair value of our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 , respectively (in thousands). Asset Derivatives Fair Value at: Derivatives Designated as Hedging Instruments: Balance Sheet Location March 31, 2019 December 31, 2018 Interest rate swaps Receivables and other assets $ 594 $ 1,111 The table below presents the gain or loss recognized on our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018 , respectively (in thousands). 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: 2019 2018 Statement of Operations Location 2019 2018 Interest rate swaps $ (21 ) $ 970 Interest expense $ 369 $ 70 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, 2019 and December 31, 2018 , respectively (in thousands). The net amounts of derivative assets can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets are presented in the accompanying condensed consolidated balance sheets. Offsetting of Derivative Assets Gross Amounts of Recognized Assets Gross Amounts in the Balance Sheets Net Amounts of Assets Presented in the Balance Sheets Financial Instruments Cash Collateral Received Net Amount March 31, 2019 $ 594 $ — $ 594 $ — $ — $ 594 December 31, 2018 1,111 — 1,111 — — 1,111 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, 2019 , there is no fair value of derivatives in a net liability position. As of March 31, 2019 , we have not posted any collateral related to these agreements and we were not in breach of any of the provisions of these agreements. As such, there is no termination value as of March 31, 2019 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
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 adverse effect on our condensed consolidated financial position, results of operations or cash flows. Environmental Matters We follow the policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our condensed consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability at our properties that we believe would require additional disclosure or the recording of a loss contingency. Other |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests As discussed in Note 2 - Summary of Significant Accounting Policies , redeemable noncontrolling interests in the accompanying condensed consolidated balance sheets represent the noncontrolling interest in a joint venture in which we own the majority interest. As of March 31, 2019 , approximately 14.0% of the earnings of the joint venture are allocated to redeemable noncontrolling interests. The noncontrolling interest holders in the joint venture have the option to redeem their noncontrolling interest in the joint venture through the exercise of put options that were issued at the initial formation of the joint venture. The last exercisable put option is on June 30, 2019. The redemption price is based on the fair value of their interest at the time of option exercise. Accordingly, any former redeemable noncontrolling interest remaining after June 30, 2019 will be reclassified to permanent stockholders’ equity from redeemable noncontrolling interests to noncontrolling interests on our condensed consolidated balance sheets due to the expiration of the redeemable feature of these instruments. The following is summary of the activity of our redeemable noncontrolling interests as of March 31, 2019 and December 31, 2018 , respectively (in thousands): March 31, 2019 December 31, 2018 Beginning balance $ 6,544 $ 6,737 Net income attributable to noncontrolling interests 28 89 Distributions (52 ) (282 ) Ending balance $ 6,520 $ 6,544 |
Stockholders' Equity and Partne
Stockholders' Equity and Partners' Capital | 3 Months Ended |
Mar. 31, 2019 | |
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 HTA, HTALP issues or redeems a corresponding number of OP Units. Common Stock Offerings In December 2018, we entered into new equity distribution agreements with various sales agents with respect to our at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $500.0 million . We contemporaneously terminated our prior ATM equity distribution agreements. As of March 31, 2019 , $500.0 million remained available for issuance by us under the new ATM. Stock Repurchase Plan During the three months ended March 31, 2019 , we repurchased 345,786 shares of our common stock, at an average price of $24.65 per share, for an aggregate amount of approximately $8.5 million , pursuant to our stock repurchase plan. As of March 31, 2019 , the remaining amount of common stock available for repurchase under our stock repurchase plan was approximately $224.3 million . Common Stock Dividends See our accompanying condensed consolidated statements of equity and condensed statements of changes in partners' capital for the dividends declared during the three months ended March 31, 2019 and 2018 . On April 25, 2019 , our Board of Directors announced a quarterly dividend of $0.310 per share of common stock and per OP Unit to be paid on July 11, 2019 to stockholders of record of our common stock and holders of our OP Units on July 3, 2019 . Incentive Plan Our Incentive Plan permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors. This Plan authorizes us to grant awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; other stock-based awards, including units in HTALP ; and cash-based awards. Subject to adjustment as provided in the Plan, the aggregate number of awards reserved and available for issuance under the Plan is 5,000,000 shares. As of March 31, 2019 , there were 1,092,509 awards available for grant under the Plan. Restricted Common Stock For the three months ended March 31, 2019 and 2018 , we recognized compensation expense of $3.4 million and $3.5 million , respectively. Substantially all compensation expense was recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations. As of March 31, 2019 , we had $10.3 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, 2019 and 2018 , respectively: March 31, 2019 March 31, 2018 Restricted Common Stock Weighted Average Grant Date Fair Value Restricted Common Stock Weighted Average Grant Date Fair Value Beginning balance 624,349 $ 29.35 589,606 $ 29.38 Granted 294,072 25.86 307,534 29.05 Vested (291,857 ) 28.46 (205,270 ) 29.13 Forfeited (1,580 ) 29.31 (20,061 ) 29.66 Ending balance 624,984 $ 28.12 671,809 $ 29.29 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
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 the carrying amounts and fair values of our financial instruments on a recurring basis as of March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Level 2 - Assets: Derivative financial instruments $ 594 $ 594 $ 1,111 $ 1,111 Level 2 - Liabilities: Debt $ 2,541,619 $ 2,549,340 $ 2,541,232 $ 2,508,599 The carrying amounts of cash and cash equivalents, tenant and other receivables, restricted cash, accounts payable, and accrued liabilities approximate fair value. There have been no transfers of assets or liabilities between levels. We will record any such transfers at the end of the reporting period in which a change of event occurs that results in a transfer. Although we have determined that the majority of the inputs used to value our cash flow hedges fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our cash flow hedge positions and have determined that the credit valuation adjustments are not significant to their overall valuation. As a result, we have determined that our cash flow hedge valuations in their entirety are classified in Level 2 of the fair value hierarchy. For further discussion of the assumptions considered, refer to Note 2 - Summary of Significant Accounting Policies . Financial Instruments Reported at Fair Value - Non-Recurring |
Per Share Data of HTA
Per Share Data of HTA | 3 Months Ended |
Mar. 31, 2019 | |
HTA, Inc. | |
Earnings Per Share | |
Per Share Data of HTA | Per Share Data of HTA We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method. The resulting classes are our common stock and restricted stock. For the three months ended March 31, 2019 and 2018 , 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, 2019 and 2018 , respectively (in thousands, except per share data): Three Months Ended March 31, 2019 2018 Numerator: Net income $ 13,701 $ 10,016 Net income attributable to noncontrolling interests (261 ) (214 ) Net income attributable to common stockholders $ 13,440 $ 9,802 Denominator: Weighted average shares outstanding - basic 205,080 205,069 Dilutive shares - partnership units convertible into common stock 3,919 4,108 Adjusted weighted average shares outstanding - diluted 208,999 209,177 Earnings per common share - basic Net income attributable to common stockholders $ 0.07 $ 0.05 Earnings per common share - diluted Net income attributable to common stockholders $ 0.06 $ 0.05 |
Per Unit Data of HTALP
Per Unit Data of HTALP | 3 Months Ended |
Mar. 31, 2019 | |
Healthcare Trust of America Holdings, LP (HTALP) | |
Earnings Per Share | |
Per Unit Data of HTALP | Per Unit Data of HTALP 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, 2019 , and 2018 , respectively (in thousands, except per unit data): Three Months Ended March 31, 2019 2018 Numerator: Net income $ 13,701 $ 10,016 Net income attributable to noncontrolling interests (28 ) (33 ) Net income attributable to common unitholders $ 13,673 $ 9,983 Denominator: Weighted average units outstanding - basic 208,999 209,177 Dilutive units - partnership units convertible into common units — — Adjusted weighted average units outstanding - diluted 208,999 209,177 Earnings per common unit - basic: Net income attributable to common unitholders $ 0.07 $ 0.05 Earnings per common unit - diluted: Net income attributable to common unitholders $ 0.07 $ 0.05 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and 2018 , respectively (in thousands): Three Months Ended March 31, 2019 2018 Supplemental Disclosure of Cash Flow Information: Interest paid $ 33,397 $ 37,518 Income taxes paid 64 656 Cash paid for operating leases 2,911 — Supplemental Disclosure of Noncash Investing and Financing Activities: Accrued capital expenditures $ 5,163 $ 760 Dividend distributions declared, but not paid 64,922 63,828 Redemption of noncontrolling interest 527 2,413 ROU assets obtained in exchange for lease obligations 197,099 — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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 noncontrolling interests in our consolidated balance sheets and statements of operations, consolidated statements of comprehensive income, 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 noncontrolling interests on the accompanying condensed consolidated balance sheets. 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, 2019 and December 31, 2018 , there were approximately 3.9 million of OP Units issued and outstanding. |
Cash, Cash Equivalents and Restricted Cash | Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. Restricted cash is comprised of (i) reserve accounts for property taxes, insurance, capital improvements and tenant improvements; (ii) collateral accounts for debt and interest rate swaps; and (iii) deposits for future investments. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets to the combined amounts shown on the accompanying consolidated statements of cash flows (in thousands): March 31, 2019 2018 Cash and cash equivalents $ 61,073 $ 56,243 Restricted cash 7,402 12,695 Total cash, cash equivalents and restricted cash $ 68,475 $ 68,938 |
Revenue Recognition | Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between rental income recognized and amounts contractually due under the lease agreements are recorded as straight-line rent receivables. Tenant reimbursements, which is comprised of additional amounts recoverable from tenants for real estate taxes, common area maintenance and other certain operating expenses are recognized as revenue on a gross basis in the period in which the related recoverable expenses are incurred. We accrue revenue corresponding to these expenses on a quarterly basis to adjust recorded amounts to our best estimate of the final annual amounts to be billed. Subsequent to year-end, on a calendar year basis, we perform reconciliations on a lease-by-lease basis and bill or credit each tenant for any differences between the estimated expenses we billed and the actual expenses that were incurred. We recognize lease termination fees when there is a signed termination letter agreement, all of the conditions of the agreement have been met, and the tenant is no longer occupying the property. Rental income is reported net of amortization of inducements. The revenue recognition process is based on a five-step model to account for revenue arising from contracts with customers as outlined in Topic 606. We recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We have identified all of our revenue streams and we have concluded that rental income from leasing arrangements represents a substantial portion of our revenue and is governed and evaluated with the adoption of Topic 842. |
Leases, Lessor | As lessor we lease space in our MOBs primarily to medical enterprises for terms ranging from three to seven years in length. The assets underlying these leases consist of buildings and associated land which are included as real estate investments on our condensed consolidated balance sheets. All of our leases for which we are the lessor are classified as operating leases under Topic 842. |
Leases, Lessee | Leases, for which we are the lessee, are classified as separate components on our condensed consolidated balance sheets. Operating leases are included as right-of-use (“ROU”) assets, net, with a corresponding lease liability. A lease liability is recognized for our obligation related to the lease and an ROU asset represents our right to use the underlying asset over the lease term. |
Redeemable Noncontrolling Interests | We account for redeemable equity securities in accordance with ASU 2009-04 Liabilities (Topic 480): Accounting for Redeemable Equity Instruments, which requires that equity securities redeemable at the option of the holder, not solely within our control, be classified outside permanent stockholders’ equity. We classify redeemable equity securities as redeemable noncontrolling interests in the accompanying consolidated balances sheets. Accordingly, we record the carrying amount at the greater of the initial carrying amount (increased or decreased for the noncontrolling interest’s share of net income or loss and distributions) or the redemption value. We measure the redemption value and record an adjustment to the carrying value of the equity securities as a component of redeemable noncontrolling interest. |
Unconsolidated Joint Ventures | We account for our investments in unconsolidated joint ventures using the equity method of accounting because we have the ability to exercise significant influence, but not control, over the financial and operational policy decisions of the investments. Using the equity method of accounting, the initial investment is recognized at cost and subsequently adjusted for our share of the net income and any distributions from the joint venture. |
Recently Issued or Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Topic 842, Leases In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, codified as ASC 842 - Leases (Topic 842). This new standard superseded ASC Topic 840 and states that companies will be required to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. Topic 842 requires qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand the nature of the entity’s leasing activities, including significant judgments and changes in judgments. We adopted Topic 842 as of January 1, 2019 and elected the practical expedient to use the optional transition method, which allows us to recognize a cumulative-effect adjustment to the opening balance of retained earnings at January 1, 2019. Using the optional transition method, the cumulative effect adjustment was immaterial and as such no adjustment was made to beginning retained earnings. In addition, it was determined in our analysis that finance leases which we are the lessee were immaterial and as such were excluded from our disclosures. In addition to electing the optional transition method above, we also elected the following practical expedients offered by the FASB which will allow us: • to not reassess (i) whether an expired or existing contract contains a lease arrangement, (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; • to not separate, as the lessor, certain non-lease components, such as common area maintenance from lease revenue if the (i) timing and pattern of revenue recognition are the same for the non-lease component, and (ii) related lease component and the combined single lease component would be classified as an operating lease; • to exclude land easements from assessment in determining whether they meet the definition of a lease up to the time of adoption; and • to not record on our condensed consolidated balance sheets, lease liabilities and right of use (“ROU”) assets with lease terms of 12 months or less. Lessee Impact Leases for which we are the lessee, including ground leases and corporate leases primarily for office space, have been recorded on our condensed consolidated balance sheets as either finance or operating leases with lease liability obligations and corresponding ROU assets based on the present value of the minimum rental payments remaining as of the initial adoption date of January 1, 2019. Lessor Impact Topic 842 modifies the treatment of initial direct costs, which historically under Topic 840 have been capitalized upon meeting criteria provided for in that applicable guidance. These initial direct costs now under ASC 842 are eligible for capitalization only if they are incremental in nature, (i.e., would only be incurred if we enter into a new lease arrangement). Under this guidance, only commissions paid and other incurred costs incremental to our leasing activity qualify as initial direct costs. These costs, which were previously capitalized, have been classified as general and administrative expenses on our condensed consolidated statements of operations. For the three months ended March 31, 2018 , we capitalized approximately $1.3 million of initial direct costs. Additionally, as part of Topic 842, ASU 2018-20 states that (i) a lessor must analyze sales (and other similar) tax laws on a jurisdiction-by-jurisdiction basis to determine whether those taxes are lessor costs or lessee costs and (ii) a lessor shall exclude from variable payments, lessor costs (i.e., property taxes, insurance) paid by a lessee directly to a third party. However, costs that are paid by a lessor directly to a third party and are reimbursed by a lessee are considered lessor costs that shall be accounted for by the lessor as variable payments. As a result of the adoption of Topic 842, we no longer record income or expense when the lessee pays the property taxes directly to a third party. For the three months ended March 31, 2018 , this amount was approximately $3.6 million . Except where stated above, the adoption of Topic 842 did not have a substantive impact on our results of operations and cash flows and no significant impact on any of our debt covenants. ASU 2018-07, Compensation - Stock Compensation; Improvements to Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued ASU 2018-07, which expands the scope of Topic 718. The amendments specify that ASU 2018-07 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that it does not apply to share-based payments used to effectively provide (i) financing to the issuer or (ii) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. We adopted ASU 2018-07 on January 1, 2019 (the effective date) and did not have any reclassifications or material impacts on our consolidated financial statements as a result of this adoption. Recently Issued Accounting Pronouncements ASU 2016-13, Financial Instruments Credit Losses; Measurement of Credit Losses on Financial Instruments and ASU 2018-19, Improvements to Topic 326, Financial Instruments-Credit Losses In June 2016, the FASB issued ASU 2016-13, which is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis. ASU 2018-19 also clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of these receivables should be accounted for in accordance with Topic 842, Leases. We will adopt ASU 2016-13 and ASU 2018-19 as of January 1, 2020 (the effective date) and do not anticipate there to be a material impact to our consolidated financial statements and related notes based on our ongoing evaluation. ASU 2018-13, Fair Value Measurement; Changes to the Disclosure Requirements for Fair Value Measurement |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets to the combined amounts shown on the accompanying consolidated statements of cash flows (in thousands): March 31, 2019 2018 Cash and cash equivalents $ 61,073 $ 56,243 Restricted cash 7,402 12,695 Total cash, cash equivalents and restricted cash $ 68,475 $ 68,938 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets to the combined amounts shown on the accompanying consolidated statements of cash flows (in thousands): March 31, 2019 2018 Cash and cash equivalents $ 61,073 $ 56,243 Restricted cash 7,402 12,695 Total cash, cash equivalents and restricted cash $ 68,475 $ 68,938 |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and 2018 , respectively (in thousands): Three Months Ended March 31, 2019 2018 Land $ 3,311 $ 1,084 Building and improvements 13,449 10,280 In place leases 1,927 662 Below market leases (95 ) (139 ) Above market leases 160 — Net assets acquired 18,752 11,887 Other, net 74 447 Aggregate purchase price $ 18,826 $ 12,334 |
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, 2019 and 2018 , respectively (in years): Three Months Ended March 31, 2019 2018 Acquired intangible assets 9.1 8.4 Acquired intangible liabilities 9.1 8.4 |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Identified Intangibles, Net [Abstract] | |
Schedule of Intangible Assets and Liabilities | Intangible assets and liabilities consisted of the following as of March 31, 2019 and December 31, 2018 , respectively (in thousands, except weighted average remaining amortization terms): March 31, 2019 December 31, 2018 Balance Weighted Average Remaining Amortization in Years Balance Weighted Average Remaining Amortization in Years Assets: In place leases $ 447,922 9.8 $ 449,424 9.8 Tenant relationships 148,646 9.4 150,440 9.4 Above market leases 36,860 6.2 36,862 6.1 Below market leasehold interests (1) — 91,759 64.3 633,428 728,485 Accumulated amortization (359,593 ) (355,576 ) Total $ 273,835 9.6 $ 372,909 22.1 Liabilities: Below market leases $ 61,135 14.6 $ 61,395 14.6 Above market leasehold interests (1) — 20,610 49.2 61,135 82,005 Accumulated amortization (20,315 ) (20,859 ) Total $ 40,820 14.6 $ 61,146 25.3 (1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of below and above market leasehold interests as of March 31, 2019 does not conform to the prior year presentation. |
Summary of Net Intangible Amortization | The following is a summary of the net intangible amortization for the three months ended March 31, 2019 and 2018 , respectively (in thousands): Three Months Ended March 31, 2019 2018 Amortization recorded against rental income related to above and (below) market leases $ (491 ) $ (62 ) Rental expense related to above and (below) market leasehold interests (1) — 277 Amortization expense related to in place leases and tenant relationships 14,665 17,648 (1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of rental expense related to above and (below) market leasehold interests as of March 31, 2019 does not conform to the prior year presentation. |
Receivables and Other Assets (T
Receivables and Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Receivables and Other Assets [Abstract] | |
Schedule of Receivables and Other Assets | Receivables and other assets consisted of the following as of March 31, 2019 and December 31, 2018 , respectively (in thousands): March 31, 2019 December 31, 2018 Tenant receivables, net $ 16,038 $ 14,588 Other receivables, net 20,280 16,078 Deferred financing costs, net 5,618 6,049 Deferred leasing costs, net 30,815 30,731 Straight-line rent receivables, net 97,362 92,973 Prepaid expenses, deposits, equipment and other, net 50,495 61,885 Derivative financial instruments - interest rate swaps 594 1,111 Total $ 221,202 $ 223,415 |
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, 2019 , and 2018 , respectively (in thousands): Three Months Ended March 31, 2019 2018 Amortization expense related to deferred leasing costs $ 2,154 $ 1,506 Interest expense related to deferred financing costs 431 431 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease costs | Lease Costs Lease costs consisted of the following for the three months ended March 31, 2019 (in thousands): March 31, 2019 Operating lease cost $ 3,055 Variable lease cost 381 Total lease cost $ 3,436 Lessee - Lease Term and Discount Rates The following is the weighted average remaining lease term and the weighted average discount rate for our operating leases as of March 31, 2019 (weighted average remaining lease term in years): March 31, 2019 Weighted-average remaining lease term Operating leases 48.7 Weighted-average discount rate Operating leases 5.3 % |
Summary of lease repayments of operating lease liabilities | The following table summarizes the future minimum lease obligations of our operating leases as of March 31, 2019 under Topic 842 (in thousands): Year March 31, 2019 2019 $ 7,751 2020 10,408 2021 9,877 2022 10,031 2023 10,132 Thereafter 639,234 Total undiscounted lease payments $ 687,433 Less: Interest (490,120 ) Present value of lease liabilities $ 197,313 |
Schedule of future minimum rental payments for operating leases | As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, Topic 840, the following table summarizes the future minimum lease obligations of our operating leases as of December 31, 2018 (in thousands): Year December 31, 2018 2019 $ 10,309 2020 10,408 2021 9,877 2022 10,031 2023 10,132 Thereafter 639,234 Total $ 689,991 |
Schedule of undiscounted cash flows for future minimum rents | The following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of March 31, 2019 under Topic 842 (in thousands): Year March 31, 2019 2019 $ 370,820 2020 457,596 2021 409,494 2022 356,994 2023 309,389 Thereafter 1,331,392 Total $ 3,235,685 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following as of March 31, 2019 and December 31, 2018 , respectively (in thousands): March 31, 2019 December 31, 2018 Unsecured revolving credit facility $ — $ — Unsecured term loans 500,000 500,000 Unsecured senior notes 1,850,000 1,850,000 Fixed rate mortgages 210,834 211,421 2,560,834 2,561,421 Deferred financing costs, net (13,048 ) (13,741 ) Discount, net (6,167 ) (6,448 ) Total $ 2,541,619 $ 2,541,232 |
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, 2019 (in thousands): Year Amount 2019 $ 96,776 2020 97,429 2021 302,504 2022 402,005 2023 612,120 Thereafter 1,050,000 Total $ 2,560,834 |
Schedule of Amortization of Deferred Financing Costs | As of March 31, 2019 , the future amortization of our deferred financing costs is as follows (in thousands): Year Amount 2019 $ 2,399 2020 2,890 2021 2,717 2022 2,096 2023 1,040 Thereafter 1,906 Total $ 13,048 |
Derivative Financial Instrume_2
Derivative Financial Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | As of March 31, 2019 , we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments): Cash Flow Hedges March 31, 2019 Number of instruments 2 Notional amount $ 155,000 The table below presents the fair value of our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 , respectively (in thousands). Asset Derivatives Fair Value at: Derivatives Designated as Hedging Instruments: Balance Sheet Location March 31, 2019 December 31, 2018 Interest rate swaps Receivables and other assets $ 594 $ 1,111 The table below presents the gain or loss recognized on our derivative financial instruments designated as cash flow hedges as well as the classification in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018 , respectively (in thousands). 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: 2019 2018 Statement of Operations Location 2019 2018 Interest rate swaps $ (21 ) $ 970 Interest expense $ 369 $ 70 |
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, 2019 and December 31, 2018 , respectively (in thousands). The net amounts of derivative assets can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets are presented in the accompanying condensed consolidated balance sheets. Offsetting of Derivative Assets Gross Amounts of Recognized Assets Gross Amounts in the Balance Sheets Net Amounts of Assets Presented in the Balance Sheets Financial Instruments Cash Collateral Received Net Amount March 31, 2019 $ 594 $ — $ 594 $ — $ — $ 594 December 31, 2018 1,111 — 1,111 — — 1,111 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Activity of Redeemable Noncontrolling Interests | The following is summary of the activity of our redeemable noncontrolling interests as of March 31, 2019 and December 31, 2018 , respectively (in thousands): March 31, 2019 December 31, 2018 Beginning balance $ 6,544 $ 6,737 Net income attributable to noncontrolling interests 28 89 Distributions (52 ) (282 ) Ending balance $ 6,520 $ 6,544 |
Stockholders' Equity and Part_2
Stockholders' Equity and Partners' Capital (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Restricted Common Stock Activity | The following is a summary of our restricted common stock activity as of March 31, 2019 and 2018 , respectively: March 31, 2019 March 31, 2018 Restricted Common Stock Weighted Average Grant Date Fair Value Restricted Common Stock Weighted Average Grant Date Fair Value Beginning balance 624,349 $ 29.35 589,606 $ 29.38 Granted 294,072 25.86 307,534 29.05 Vested (291,857 ) 28.46 (205,270 ) 29.13 Forfeited (1,580 ) 29.31 (20,061 ) 29.66 Ending balance 624,984 $ 28.12 671,809 $ 29.29 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The table below presents the carrying amounts and fair values of our financial instruments on a recurring basis as of March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Level 2 - Assets: Derivative financial instruments $ 594 $ 594 $ 1,111 $ 1,111 Level 2 - Liabilities: Debt $ 2,541,619 $ 2,549,340 $ 2,541,232 $ 2,508,599 |
Per Share Data of HTA (Tables)
Per Share Data of HTA (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and 2018 , respectively (in thousands, except per share data): Three Months Ended March 31, 2019 2018 Numerator: Net income $ 13,701 $ 10,016 Net income attributable to noncontrolling interests (261 ) (214 ) Net income attributable to common stockholders $ 13,440 $ 9,802 Denominator: Weighted average shares outstanding - basic 205,080 205,069 Dilutive shares - partnership units convertible into common stock 3,919 4,108 Adjusted weighted average shares outstanding - diluted 208,999 209,177 Earnings per common share - basic Net income attributable to common stockholders $ 0.07 $ 0.05 Earnings per common share - diluted Net income attributable to common stockholders $ 0.06 $ 0.05 |
Per Unit Data of HTALP (Tables)
Per Unit Data of HTALP (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 , and 2018 , respectively (in thousands, except per unit data): Three Months Ended March 31, 2019 2018 Numerator: Net income $ 13,701 $ 10,016 Net income attributable to noncontrolling interests (28 ) (33 ) Net income attributable to common unitholders $ 13,673 $ 9,983 Denominator: Weighted average units outstanding - basic 208,999 209,177 Dilutive units - partnership units convertible into common units — — Adjusted weighted average units outstanding - diluted 208,999 209,177 Earnings per common unit - basic: Net income attributable to common unitholders $ 0.07 $ 0.05 Earnings per common unit - diluted: Net income attributable to common unitholders $ 0.07 $ 0.05 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and 2018 , respectively (in thousands): Three Months Ended March 31, 2019 2018 Supplemental Disclosure of Cash Flow Information: Interest paid $ 33,397 $ 37,518 Income taxes paid 64 656 Cash paid for operating leases 2,911 — Supplemental Disclosure of Noncash Investing and Financing Activities: Accrued capital expenditures $ 5,163 $ 760 Dividend distributions declared, but not paid 64,922 63,828 Redemption of noncontrolling interest 527 2,413 ROU assets obtained in exchange for lease obligations 197,099 — |
Organization and Description _2
Organization and Description of Business (Details) | Mar. 31, 2019States |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of states in which the Company operates | 32 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 61,073 | $ 56,243 | $ 126,221 | |
Restricted cash | 7,402 | 12,695 | 7,309 | |
Total cash, cash equivalents and restricted cash | 68,475 | 68,938 | 133,530 | $ 118,560 |
Redeemable Noncontrolling Interests [Abstract] | ||||
Redeemable noncontrolling interests | $ 6,520 | 6,544 | $ 6,544 | 6,737 |
Unconsolidated Joint Ventures [Abstract] | ||||
Investment in unconsolidated joint ventures, ownership percentage | 50.00% | 50.00% | ||
Investment in unconsolidated joint venture | $ 67,072 | $ 67,172 | ||
Income (loss) from unconsolidated joint venture | 486 | 570 | ||
Recently Issued or Adopted Accounting Pronouncements [Abstract] | ||||
General and administrative | 11,290 | 8,786 | ||
ASU 2016-02 | ||||
Recently Issued or Adopted Accounting Pronouncements [Abstract] | ||||
General and administrative | 1,300 | |||
ASU 2018-01 | ||||
Recently Issued or Adopted Accounting Pronouncements [Abstract] | ||||
Lessor, variable payments | $ 3,600 | |||
Building and Building Improvements | ||||
Real estate investments [Abstract] | ||||
Depreciation expense | $ 52,100 | 50,700 | ||
Healthcare Trust of America Holdings, LP (HTALP) | ||||
Partners' Capital Notes [Abstract] | ||||
Limited partner's capital, units issued (in shares) | 3,910,767 | 3,929,083 | ||
Limited partner's capital, units outstanding (in shares) | 3,910,767 | 3,929,083 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 61,073 | $ 126,221 | ||
Restricted cash | 7,402 | 7,309 | ||
Total cash, cash equivalents and restricted cash | 68,475 | 68,938 | 133,530 | $ 118,560 |
Redeemable Noncontrolling Interests [Abstract] | ||||
Redeemable noncontrolling interests | 6,520 | 6,544 | ||
Unconsolidated Joint Ventures [Abstract] | ||||
Investment in unconsolidated joint venture | 67,072 | $ 67,172 | ||
Income (loss) from unconsolidated joint venture | 486 | 570 | ||
Recently Issued or Adopted Accounting Pronouncements [Abstract] | ||||
General and administrative | $ 11,290 | $ 8,786 |
Investments in Real Estate - Ac
Investments in Real Estate - Acquisitions (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Investments [Abstract] | |
Aggregate purchase price | $ 18,800 |
Closing costs | $ 76 |
Investments in Real Estate - Pu
Investments in Real Estate - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Asset Acquisition | ||
Land | $ 3,311 | $ 1,084 |
Building and improvements | 13,449 | 10,280 |
In place leases | 1,927 | 662 |
Below market leases | (95) | (139) |
Above market leases | (160) | 0 |
Net assets acquired | 18,752 | 11,887 |
Other, net | 74 | 447 |
Aggregate purchase price | $ 18,826 | $ 12,334 |
Investments in Real Estate - We
Investments in Real Estate - Weighted Average Lives (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Investments [Abstract] | ||
Acquired intangible assets (in years) | 9 years 1 month 6 days | 8 years 4 months 24 days |
Acquired intangible liabilities (in years) | 9 years 1 month 6 days | 8 years 4 months 24 days |
Impairment (Details)
Impairment (Details) | 3 Months Ended | |
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($)building | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Impairment | $ | $ 0 | $ 4,606,000 |
Number of impaired assets | building | 2 |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities - Summary of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Assets | ||
Gross | $ 633,428 | $ 728,485 |
Accumulated amortization | (359,593) | (355,576) |
Total | $ 273,835 | $ 372,909 |
Weighted Average Remaining Amortization in Years | 9 years 7 months 6 days | 22 years 1 month 6 days |
Liabilities | ||
Gross | $ 61,135 | $ 82,005 |
Accumulated amortization | (20,315) | (20,859) |
Total | $ 40,820 | $ 61,146 |
Weighted Average Remaining Amortization in Years | 14 years 7 months 6 days | 25 years 3 months 18 days |
Below market leases | ||
Liabilities | ||
Gross | $ 61,135 | $ 61,395 |
Weighted Average Remaining Amortization in Years | 14 years 7 months 6 days | 14 years 7 months 6 days |
Above market leasehold interests (1) | ||
Liabilities | ||
Gross | $ 0 | $ 20,610 |
Weighted Average Remaining Amortization in Years | 49 years 2 months 12 days | |
In place leases | ||
Assets | ||
Gross | $ 447,922 | $ 449,424 |
Weighted Average Remaining Amortization in Years | 9 years 9 months 18 days | 9 years 9 months 18 days |
Tenant relationships | ||
Assets | ||
Gross | $ 148,646 | $ 150,440 |
Weighted Average Remaining Amortization in Years | 9 years 4 months 24 days | 9 years 4 months 24 days |
Above market leases | ||
Assets | ||
Gross | $ 36,860 | $ 36,862 |
Weighted Average Remaining Amortization in Years | 6 years 2 months 12 days | 6 years 1 month 6 days |
Below market leasehold interests | ||
Assets | ||
Gross | $ 0 | $ 91,759 |
Weighted Average Remaining Amortization in Years | 64 years 3 months 18 days |
Intangible Assets and Liabili_4
Intangible Assets and Liabilities - Summary of Intangible Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
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 | $ (491) | $ (62) |
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 | 0 | 277 |
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 | $ 14,665 | $ 17,648 |
Receivables and Other Assets -
Receivables and Other Assets - Schedule of Receivables and Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Receivables and Other Assets [Abstract] | ||
Tenant receivables, net | $ 16,038 | $ 14,588 |
Other receivables, net | 20,280 | 16,078 |
Deferred financing costs, net | 5,618 | 6,049 |
Deferred leasing costs, net | 30,815 | 30,731 |
Straight-line rent receivables, net | 97,362 | 92,973 |
Prepaid expenses, deposits, equipment and other, net | 50,495 | 61,885 |
Derivative financial instruments - interest rate swaps | 594 | 1,111 |
Total | $ 221,202 | $ 223,415 |
Receivables and Other Assets _2
Receivables and Other Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Receivables and Other Assets [Abstract] | ||
Amortization expense related to deferred leasing costs | $ 2,154 | $ 1,506 |
Interest expense related to deferred financing costs | $ 431 | $ 431 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | ||
ROU asset calculation, lease liability and deferred rent | $ (19,000) | |
ROU asset calculation, above and below market leasehold interest balance | 66,500 | |
Operating lease cost | $ 3,055 | |
Variable lease cost | 381 | |
Total lease cost | $ 3,436 | |
Weighted-average remaining lease term, Operating leases | 48 years 8 months 12 days | |
Weighted-average discount rate, Operating leases | 5.30% | |
Operating Lease Liabilities, Payments Due [Abstract] | ||
2019 | $ 7,751 | |
2020 | 10,408 | |
2021 | 9,877 | |
2022 | 10,031 | |
2023 | 10,132 | |
Thereafter | 639,234 | |
Total undiscounted lease payments | 687,433 | |
Less: Interest | (490,120) | |
Present value of lease liabilities | 197,313 | 0 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2019 | 10,309 | |
2020 | 10,408 | |
2021 | 9,877 | |
2022 | 10,031 | |
2023 | 10,132 | |
Thereafter | 639,234 | |
Total | 689,991 | |
Rental and other revenues from operating lease payments | 168,500 | |
Variable lease payments | 37,900 | |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | ||
2019 | 370,820 | |
2020 | 457,596 | |
2021 | 409,494 | |
2022 | 356,994 | |
2023 | 309,389 | |
Thereafter | 1,331,392 | |
Total | $ 3,235,685 | |
Operating Leases, Future Minimum Payments Receivable [Abstract] | ||
2019 | 497,083 | |
2020 | 448,956 | |
2021 | 401,871 | |
2022 | 341,889 | |
2023 | 294,451 | |
Thereafter | 1,244,246 | |
Total | $ 3,228,496 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Extended lease term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Extended lease term | 10 years |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument | ||
Total debt, gross | $ 2,560,834 | $ 2,561,421 |
Deferred financing costs, net | (13,048) | (13,741) |
Discount, net | (6,167) | (6,448) |
Total | 2,541,619 | 2,541,232 |
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 | ||
Debt Instrument | ||
Total debt, gross | 210,834 | 211,421 |
Unsecured revolving credit facility | ||
Debt Instrument | ||
Unsecured revolving credit facility | $ 0 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Aug. 01, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument | ||||
Outstanding amount | $ 2,560,834,000 | $ 2,561,421,000 | ||
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 | 3.65% | |||
Unsecured term loans | $300.0 Million Unsecured Term Loan due 2023 | LIBOR | Minimum | ||||
Debt Instrument | ||||
Basis spread on variable rate | 0.90% | |||
Unsecured term loans | $300.0 Million Unsecured Term Loan due 2023 | LIBOR | Maximum | ||||
Debt Instrument | ||||
Basis spread on variable rate | 1.75% | |||
Unsecured term loans | $200.0 Million Unsecured Term Loan due 2024 | Healthcare Trust of America Holdings, LP (HTALP) | ||||
Debt Instrument | ||||
Outstanding amount | $ 200,000,000 | |||
Basis spread on variable rate | 0.65% | 1.00% | ||
Weighted average interest rate with interest rate swap impact | 2.77% | |||
Debt instrument, face amount | $ 200,000,000 | |||
Unsecured term loans | $200.0 Million Unsecured Term Loan due 2024 | LIBOR | Minimum | Healthcare Trust of America Holdings, LP (HTALP) | ||||
Debt Instrument | ||||
Basis spread on variable rate | 0.75% | |||
Unsecured term loans | $200.0 Million Unsecured Term Loan due 2024 | LIBOR | Maximum | Healthcare Trust of America Holdings, LP (HTALP) | ||||
Debt Instrument | ||||
Basis spread on variable rate | 1.65% | |||
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 | ||||
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 | ||||
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% | |||
Mortgages | Healthcare Trust of America Holdings, LP (HTALP) | ||||
Debt Instrument | ||||
Weighted average interest rate | 3.96% | |||
Mortgages | Minimum | Healthcare Trust of America Holdings, LP (HTALP) | ||||
Debt Instrument | ||||
Debt instrument, effective interest rate | 2.85% | |||
Mortgages | Maximum | Healthcare Trust of America Holdings, LP (HTALP) | ||||
Debt Instrument | ||||
Debt instrument, effective interest rate | 4.00% | |||
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, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2019 | $ 96,776 | |
2020 | 97,429 | |
2021 | 302,504 | |
2022 | 402,005 | |
2023 | 612,120 | |
Thereafter | 1,050,000 | |
Total | $ 2,560,834 | $ 2,561,421 |
Debt - Amortization of Deferred
Debt - Amortization of Deferred Financing Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2019 | $ 2,399 | |
2020 | 2,890 | |
2021 | 2,717 | |
2022 | 2,096 | |
2023 | 1,040 | |
Thereafter | 1,906 | |
Total | $ 13,048 | $ 13,741 |
Derivative Financial Instrume_3
Derivative Financial Instruments and Hedging Activities - Table of Derivative Financial Instruments (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)derivative | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Cash flow hedge gain (loss) expected to be reclassified | $ 400 |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swaps | |
Derivative | |
Number of instruments (in derivatives) | derivative | 2 |
Notional amount | $ 155,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments and Hedging Activities - Derivative Instruments Fair Value Table (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Derivatives, Fair Value | |||
Asset Derivatives | $ 594 | $ 1,111 | |
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps | |||
Derivatives, Fair Value | |||
Gain (Loss) Recognized in OCI on Derivative | (21) | $ 970 | |
Gain (Loss) Reclassified from Accumulated OCI into Income | 369 | $ 70 | |
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps | Receivables and other assets | |||
Derivatives, Fair Value | |||
Asset Derivatives | $ 594 | $ 1,111 |
Derivative Financial Instrume_5
Derivative Financial Instruments and Hedging Activities - Derivative Offsetting (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Offsetting of Derivative Assets | ||
Asset Derivatives | $ 594 | $ 1,111 |
Gross Amounts in the Balance Sheets | 0 | 0 |
Net Amounts of Assets Presented in the Balance Sheets | 594 | 1,111 |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | $ 594 | $ 1,111 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | ||
Redeemable noncontrolling interests, percentage | 14.00% | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | $ 6,544 | $ 6,737 |
Net income attributable to noncontrolling interests | 28 | 89 |
Distributions | (52) | (282) |
Ending balance | $ 6,520 | $ 6,544 |
Stockholders' Equity and Part_3
Stockholders' Equity and Partners' Capital - Narrative (Details) $ / shares in Units, $ in Millions | Apr. 25, 2019$ / shares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / shares | Dec. 31, 2018USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares repurchased during period | shares | 345,786 | |||
Shares repurchased during period (in dollars per share) | $ / shares | $ 24.65 | |||
Stock repurchased during period, value | $ 8.5 | |||
Remaining amount of common stock available for repurchase | $ 224.3 | |||
Common Stock Dividends | ||||
Dividends declared (in dollars per share) | $ / shares | $ 0.310 | $ 0.305 | ||
Restricted Common Stock | ||||
Incentive Plan | ||||
Nonvested awards, total compensation cost not yet recognized | $ 10.3 | |||
Period for recognition (in years) | 1 year 9 months 18 days | |||
Restricted Common Stock | General and Administrative Expense | ||||
Incentive Plan | ||||
Compensation expense | $ 3.4 | $ 3.5 | ||
Subsequent Event | ||||
Common Stock Dividends | ||||
Dividends declared (in dollars per share) | $ / shares | $ 0.310 | |||
ATM Offering Program [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares remaining available for issuance under the new ATM | $ 500 | $ 500 | ||
2006 Incentive Plan | ||||
Incentive Plan | ||||
Number of shares authorized (in shares) | shares | 5,000,000 | |||
Number of shares available for grant (in shares) | shares | 1,092,509 | |||
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 | $ 0.310 | $ 0.305 |
Stockholders' Equity and Part_4
Stockholders' Equity and Partners' Capital - Restricted Common Stock Activity (Details) - Restricted Common Stock - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Restricted Common Stock | ||
Balance as of beginning of period (in shares) | 624,349 | 589,606 |
Granted (in shares) | 294,072 | 307,534 |
Vested (in shares) | (291,857) | (205,270) |
Forfeited (in shares) | (1,580) | (20,061) |
Balance as of end of period (in shares) | 624,984 | 671,809 |
Weighted Average Grant Date Fair Value | ||
Balance as of beginning of period (in dollars per share) | $ 29.35 | $ 29.38 |
Granted (in dollars per share) | 25.86 | 29.05 |
Vested (in dollars per share) | 28.46 | 29.13 |
Forfeited (in dollars per share) | 29.31 | 29.66 |
Balance as of end of period (in dollars per share) | $ 28.12 | $ 29.29 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Assets and Liabilities at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Derivative financial instruments, asset | $ 594 | $ 1,111 |
Liabilities: | ||
Debt | 2,541,619 | 2,541,232 |
Fair Value, Measurements, Recurring | Carrying Amount | Level 2 | ||
Assets: | ||
Derivative financial instruments, asset | 594 | 1,111 |
Liabilities: | ||
Debt | 2,541,619 | 2,541,232 |
Fair Value, Measurements, Recurring | Fair Value | Level 2 | ||
Assets: | ||
Derivative financial instruments, asset | 594 | 1,111 |
Liabilities: | ||
Debt | $ 2,549,340 | $ 2,508,599 |
Per Share Data of HTA (Details)
Per Share Data of HTA (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Numerator: | |||
Net income | $ 13,701 | $ 10,016 | |
Net income attributable to noncontrolling interests | [1] | (261) | (214) |
Net income attributable to common stockholders/unitholders | $ 13,440 | $ 9,802 | |
Denominator: | |||
Weighted average shares/units outstanding - basic (in shares) | 205,080 | 205,069 | |
Adjusted weighted average number of shares/units outstanding — diluted (in shares) | 208,999 | 209,177 | |
Earnings per common share - basic | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.07 | $ 0.05 | |
Earnings per common share - diluted | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.06 | $ 0.05 | |
HTA, Inc. | |||
Numerator: | |||
Net income | $ 13,701 | $ 10,016 | |
Net income attributable to noncontrolling interests | (261) | (214) | |
Net income attributable to common stockholders/unitholders | $ 13,440 | $ 9,802 | |
Denominator: | |||
Weighted average shares/units outstanding - basic (in shares) | 205,080 | 205,069 | |
Dilutive shares - partnership units convertible into common stock (in shares) | 3,919 | 4,108 | |
Adjusted weighted average number of shares/units outstanding — diluted (in shares) | 208,999 | 209,177 | |
Earnings per common share - basic | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.07 | $ 0.05 | |
Earnings per common share - diluted | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.06 | $ 0.05 | |
[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 | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Numerator: | |||
Net income | $ 13,701 | $ 10,016 | |
Net income attributable to noncontrolling interests | [1] | (261) | (214) |
Net income attributable to common stockholders/unitholders | $ 13,440 | $ 9,802 | |
Denominator: | |||
Weighted average shares/units outstanding - basic (in shares) | 205,080 | 205,069 | |
Adjusted weighted average number of shares/units outstanding — diluted (in shares) | 208,999 | 209,177 | |
Earnings per common unit - basic: | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.07 | $ 0.05 | |
Earnings per common unit - diluted: | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.06 | $ 0.05 | |
Healthcare Trust of America Holdings, LP (HTALP) | |||
Numerator: | |||
Net income | $ 13,701 | $ 10,016 | |
Net income attributable to noncontrolling interests | (28) | (33) | |
Net income attributable to common stockholders/unitholders | $ 13,673 | $ 9,983 | |
Denominator: | |||
Weighted average shares/units outstanding - basic (in shares) | 208,999 | 209,177 | |
Dilutive units - partnership units convertible into common units (in shares) | 0 | 0 | |
Adjusted weighted average number of shares/units outstanding — diluted (in shares) | 208,999 | 209,177 | |
Earnings per common unit - basic: | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.07 | $ 0.05 | |
Earnings per common unit - diluted: | |||
Net income attributable to common stockholders/unitholders (in dollars per share) | $ 0.07 | $ 0.05 | |
[1] | Includes amounts attributable to redeemable noncontrolling interests. |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid | $ 33,397 | $ 37,518 |
Income taxes paid | 64 | 656 |
Cash paid for operating leases | 2,911 | 0 |
Supplemental Disclosure of Noncash Investing and Financing Activities: | ||
Accrued capital expenditures | 5,163 | 760 |
Dividend distributions declared, but not paid | 64,922 | 63,828 |
Redemption of noncontrolling interest | 527 | 2,413 |
ROU assets obtained in exchange for lease obligations | $ 197,099 | $ 0 |