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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
Commission File Number: 001-35568 (Healthcare Trust of America, Inc.)
Commission File Number: 333-190916 (Healthcare Trust of America Holdings, LP)
_________________________ 
HEALTHCARE TRUST OF AMERICA, INC.
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
(Exact name of registrant as specified in its charter)
Maryland(Healthcare Trust of America, Inc.)20-4738467
Delaware(Healthcare Trust of America Holdings, LP)20-4738347
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
16435 N. Scottsdale Road, Suite 320,Scottsdale,Arizona85254
(480)
998-3478
(Address of Principal Executive Office and Zip Code)
(Registrant’s telephone number, including area code)
www.htareit.com
(Internet address)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueHTANew York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    
Healthcare Trust of America, Inc.
Yes
¨ No
Healthcare Trust of America Holdings, LP
Yes
¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    
Healthcare Trust of America, Inc.
Yes
¨ No
Healthcare Trust of America Holdings, LP
Yes
¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Healthcare Trust of America, Inc.
Large accelerated filer Accelerated filer Non-accelerated filer
Healthcare Trust of America Holdings, LPLarge accelerated filer Accelerated filer
Non-accelerated filer
Healthcare Trust of America, Inc.Smaller reporting company Emerging growth company
Healthcare Trust of America Holdings, LPSmaller reporting company Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Healthcare Trust of America, Inc.
Healthcare Trust of America Holdings, LP
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Healthcare Trust of America, Inc.Yes
x No
Healthcare Trust of America Holdings, LPYes
x No
As of April 29, 2022, there were 229,075,890 shares of Class A common stock of Healthcare Trust of America, Inc. outstanding.




Explanatory Note
This quarterly report combines the Quarterly Reports on Form 10-Q (“Quarterly Report”) for the quarter ended March 31, 2022, of Healthcare Trust of America, Inc. (“HTA”), a Maryland corporation, and Healthcare Trust of America Holdings, LP (“HTALP”), a Delaware limited partnership. Unless otherwise indicated or unless the context requires otherwise, all references in this Quarterly Report to “we,” “us,” “our,” “the Company” or “our Company” refer to HTA and HTALP, collectively, and all references to “common stock” shall refer to the Class A common stock of HTA.
HTA operates as a real estate investment trust (“REIT”) and is the general partner of HTALP. As of March 31, 2022, HTA owned a 98.3% partnership interest in HTALP, and other limited partners, including some of HTA’s directors, executive officers and their affiliates, owned the remaining partnership interest (including the long-term incentive plan units (“LTIP” Units)) in HTALP. As the sole general partner of HTALP, HTA has the full, exclusive and complete responsibility for HTALP’s day-to-day management and control, including its compliance with the Securities and Exchange Commission (“SEC”) filing requirements.
We believe it is important to understand the few differences between HTA and HTALP in the context of how we operate as an integrated consolidated company. HTA operates as an umbrella partnership REIT structure in which HTALP and its subsidiaries hold substantially all of the assets. HTA’s only material asset is its ownership of partnership units of HTALP. As a result, HTA does not conduct business itself, other than acting as the sole general partner of HTALP, issuing public equity from time to time and guaranteeing certain debts of HTALP. HTALP conducts the operations of the business and issues publicly-traded debt, but has no publicly-traded equity. Except for net proceeds from public equity issuances by HTA, which are generally contributed to HTALP in exchange for partnership units of HTALP, HTALP generates the capital required for the business through its operations and by direct or indirect incurrence of indebtedness or through the issuance of its partnership units (“OP Units”).
Non-controlling interests, stockholders’ equity and partners’ capital are the primary areas of difference between the condensed consolidated financial statements of HTA and HTALP. Limited partnership units in HTALP are accounted for as partners’ capital in HTALP’s condensed consolidated balance sheets and as a non-controlling interest reflected within equity in HTA’s condensed consolidated balance sheets. The differences between HTA’s stockholders’ equity and HTALP’s partners’ capital are due to the differences in the equity issued by HTA and HTALP, respectively.
We believe combining the Quarterly Reports of HTA and HTALP, including the notes to the condensed consolidated financial statements, into this single Quarterly Report results in the following benefits:
enhances stockholders’ understanding of HTA and HTALP by enabling stockholders to view the business as a whole in the same manner that management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure in this Quarterly Report applies to both HTA and HTALP; and
creates time and cost efficiencies through the preparation of a single combined Quarterly Report instead of two separate Quarterly Reports.
In order to highlight the material differences between HTA and HTALP, this Quarterly Report includes sections that separately present and discuss areas that are materially different between HTA and HTALP, including:
the condensed consolidated financial statements;
certain accompanying notes to the condensed consolidated financial statements, including Note 8 - Debt, Note 11 - Stockholders’ Equity and Partners’ Capital, Note 13 - Per Share Data of HTA, and Note 14 - Per Unit Data of HTALP;
as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), the Funds From Operations (“FFO”) and Normalized FFO in Part 1, Item 2 of this Quarterly Report;
the Controls and Procedures in Part 1, Item 4 of this Quarterly Report; and
the Certifications of the Chief Executive Officer and the Chief Financial Officer included as Exhibits 31 and 32 to this Quarterly Report.
In the sections of this Quarterly Report that combine disclosure for HTA and HTALP, this Quarterly Report refers to actions or holdings as being actions or holdings of the Company. Although HTALP (directly or indirectly through one of its subsidiaries) is generally the entity that enters into contracts, holds assets and issues or incurs debt, management believes this presentation is appropriate for the reasons set forth above and because the business of the Company is a single integrated enterprise operated through HTALP.
2



HEALTHCARE TRUST OF AMERICA, INC. AND
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
TABLE OF CONTENTS
 
  Page
Healthcare Trust of America, Inc.
Healthcare Trust of America Holdings, LP
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP





3


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
(Unaudited)
March 31, 2022December 31, 2021
ASSETS
Real estate investments:
Land$644,194 $640,382 
Building and improvements6,744,865 6,688,516 
Lease intangibles393,756 404,714 
Construction in progress15,673 32,685 
7,798,488 7,766,297 
Accumulated depreciation and amortization(1,650,257)(1,598,468)
Real estate investments, net
6,148,231 6,167,829 
Assets held for sale, net 27,070 
Investment in unconsolidated joint venture62,454 62,834 
Cash and cash equivalents10,944 52,353 
Restricted cash4,478 4,716 
Receivables and other assets, net 350,781 334,941 
Right-of-use assets - operating leases, net228,009 229,226 
Other intangibles, net10,011 10,720 
Total assets $6,814,908 $6,889,689 
LIABILITIES AND EQUITY
Liabilities:
Debt $3,053,884 $3,028,122 
Accounts payable and accrued liabilities159,659 198,078 
Liabilities of assets held for sale 262 
Derivative financial instruments - interest rate swaps 5,069 
Security deposits, prepaid rent and other liabilities78,771 86,225 
Lease liabilities - operating leases196,226 196,286 
Intangible liabilities, net30,001 31,331 
Total liabilities 3,518,541 3,545,373 
Commitments and contingencies
Equity:
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding
  
Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 229,076,322 and 228,879,846 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively
2,291 2,289 
Additional paid-in capital 5,180,579 5,178,132 
Accumulated other comprehensive income (loss)1,727 (7,041)
Cumulative dividends in excess of earnings(1,971,904)(1,915,776)
Total stockholders’ equity3,212,693 3,257,604 
Non-controlling interests83,674 86,712 
Total equity3,296,367 3,344,316 
Total liabilities and equity $6,814,908 $6,889,689 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4


HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
(Unaudited)
Three Months Ended March 31,
20222021
Revenues:
Rental income$200,243 $191,350 
Interest and other operating income
1,759 143 
Total revenues202,002 191,493 
Expenses:
Rental65,884 59,579 
General and administrative12,448 10,560 
Merger-related costs6,018  
Transaction144 96 
Depreciation and amortization75,386 76,274 
Interest expense
23,940 22,986 
Total expenses183,820 169,495 
Loss on sale of real estate, net(4) 
Income from unconsolidated joint venture400 392 
Other income 88 3 
Net income $18,666 $22,393 
Net income attributable to non-controlling interests
(351)(363)
Net income attributable to common stockholders $18,315 $22,030 
Earnings per common share - basic:
Net income attributable to common stockholders $0.08 $0.10 
Earnings per common share - diluted:
Net income attributable to common stockholders $0.08 $0.10 
Weighted average common shares outstanding:
Basic228,978 218,753 
Diluted233,046 222,268 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5


HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Three Months Ended March 31,
20222021
Net income $18,666 $22,393 
Other comprehensive income
Change in unrealized gains on cash flow hedges8,817 2,792 
Total other comprehensive income 8,817 2,792 
Total comprehensive income 27,483 25,185 
Comprehensive income attributable to non-controlling interests(400)(407)
Total comprehensive income attributable to common stockholders$27,083 $24,778 
The accompanying notes are an integral part of these condensed consolidated financial statements.

6


HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(Unaudited)
 Class A Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Cumulative Dividends in Excess of EarningsTotal Stockholders’ EquityNon-controlling InterestsTotal Equity
 SharesAmount
Balance as of December 31, 2020218,578 $2,186 $4,916,784 $(16,979)$(1,727,752)$3,174,239 $60,680 $3,234,919 
Share-based award transactions, net
354 3 3,334 — — 3,337 — 3,337 
Repurchase and cancellation of common stock
(119)(1)(3,247)— — (3,248)— (3,248)
Redemption of non-controlling interest and other11 — 255 — — 255 (255) 
Dividends declared ($0.320 per common share)
— — — — (70,023)(70,023)(1,183)(71,206)
Net income
— — — — 22,030 22,030 363 22,393 
Other comprehensive income— — — 2,748 — 2,748 44 2,792 
Balance as of March 31, 2021218,824 2,188 $4,917,126 $(14,231)$(1,775,745)$3,129,338 $59,649 $3,188,987 

 Class A Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Cumulative Dividends in Excess of EarningsTotal Stockholders’ EquityNon-controlling InterestsTotal Equity
 SharesAmount
Balance as of December 31, 2021228,880 $2,289 $5,178,132 $(7,041)$(1,915,776)$3,257,604 $86,712 $3,344,316 
Issuance of common stock, net   — —  —  
Share-based award transactions, net
154 1 2,023 — — 2,024 — 2,024 
Repurchase and cancellation of common stock
(50)— (1,640)— — (1,640)— (1,640)
Redemption of non-controlling interest and other92 1 2,064 — — 2,065 (2,065) 
Dividends declared ($0.325) per common share)
— — — — (74,443)(74,443)(1,373)(75,816)
Net income
— — — — 18,315 18,315 351 18,666 
Other comprehensive income— — — 8,768 — 8,768 49 8,817 
Balance as of March 31, 2022229,076 $2,291 $5,180,579 $1,727 $(1,971,904)$3,212,693 $83,674 $3,296,367 
The accompanying notes are an integral part of these condensed consolidated financial statements.

7


HEALTHCARE TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended March 31,
 20222021
Cash flows from operating activities:
Net income $18,666 $22,393 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
71,009 71,671 
Share-based compensation expense2,025 3,337 
Income from unconsolidated joint venture(400)(392)
Distributions from unconsolidated joint venture785 785 
Loss on sale of real estate, net4  
Changes in operating assets and liabilities:
Receivables and other assets, net(3,229)2,275 
Accounts payable and accrued liabilities(34,131)(27,613)
Security deposits, prepaid rent and other liabilities(5,421)(7,103)
Net cash provided by operating activities49,308 65,353 
Cash flows from investing activities:
Investments in real estate (19,094)(30,472)
Development of real estate(10,372)(17,096)
Proceeds from the sale of real estate26,791  
Capital expenditures(28,560)(28,931)
Collection of real estate notes receivable 200 
Loan origination fees325  
Advances on real estate notes receivable(2,270) 
Net cash used in investing activities(33,180)(76,299)
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility75,000 15,000 
Payments on unsecured revolving credit facility(50,000)(15,000)
Deferred financing costs(5,355) 
Repurchase and cancellation of common stock(1,641)(3,248)
Dividends paid(74,377)(70,000)
Distributions paid to non-controlling interest of limited partners(1,402)(1,485)
Net cash used in financing activities(57,775)(74,733)
Net change in cash, cash equivalents and restricted cash(41,647)(85,679)
Cash, cash equivalents and restricted cash - beginning of period57,069 118,765 
Cash, cash equivalents and restricted cash - end of period$15,422 $33,086 
The accompanying notes are an integral part of these condensed consolidated financial statements.
8


HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data)
(Unaudited)
March 31, 2022December 31, 2021
ASSETS
Real estate investments:
Land$644,194 $640,382 
Building and improvements6,744,865 6,688,516 
Lease intangibles393,756 404,714 
Construction in progress15,673 32,685 
7,798,488 7,766,297 
Accumulated depreciation and amortization(1,650,257)(1,598,468)
Real estate investments, net
6,148,231 6,167,829 
Assets held for sale, net 27,070 
Investment in unconsolidated joint venture62,454 62,834 
Cash and cash equivalents10,944 52,353 
Restricted cash 4,478 4,716 
Receivables and other assets, net350,781 334,941 
Right-of-use assets - operating leases, net228,009 229,226 
Other intangibles, net10,011 10,720 
Total assets$6,814,908 $6,889,689 
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Debt$3,053,884 $3,028,122 
Accounts payable and accrued liabilities159,659 198,078 
Liabilities of assets held for sale 262 
Derivative financial instruments - interest rate swaps 5,069 
Security deposits, prepaid rent and other liabilities78,771 86,225 
Lease liabilities - operating leases196,226 196,286 
Intangible liabilities, net30,001 31,331 
Total liabilities3,518,541 3,545,373 
Commitments and contingencies
Partners’ Capital:
Limited partners’ capital, 4,050,493 and 4,142,408 OP Units issued and outstanding as of March 31, 2022 and December 31, 2021, respectively
83,404 86,442 
General partners’ capital, 229,076,322 and 228,879,846 OP Units issued and outstanding as of March 31, 2022 and December 31, 2021, respectively
3,212,963 3,257,874 
Total partners’ capital3,296,367 3,344,316 
Total liabilities and partners’ capital$6,814,908 $6,889,689 
The accompanying notes are an integral part of these condensed consolidated financial statements.

9


HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per unit data)
(Unaudited)
Three Months Ended March 31,
20222021
Revenues:
Rental income$200,243 $191,350 
Interest and other operating income
1,759 143 
Total revenues202,002 191,493 
Expenses:
Rental65,884 59,579 
General and administrative12,448 10,560 
Merger-related costs6,018  
Transaction144 96 
Depreciation and amortization75,386 76,274 
Interest expense23,940 22,986 
Total expenses183,820 169,495 
Loss on sale of real estate, net(4) 
Income from unconsolidated joint venture400 392 
Other income 88 3 
Net income $18,666 $22,393 
Net income attributable to non-controlling interests   
Net income attributable to common unitholders$18,666 $22,393 
Earnings per common OP Unit - basic:
Net income attributable to common unitholders$0.08 $0.10 
Earnings per common OP Unit - diluted:
Net income attributable to common unitholders$0.08 $0.10 
Weighted average common OP Units outstanding: 
Basic233,046 222,268 
Diluted233,046 222,268 
The accompanying notes are an integral part of these condensed consolidated financial statements.
10


HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Three Months Ended March 31,
20222021
Net income $18,666 $22,393 
Other comprehensive income
Change in unrealized gains on cash flow hedges8,817 2,792 
Total other comprehensive income8,817 2,792 
Total comprehensive income 27,483 25,185 
Comprehensive income attributable to non-controlling interests  
Total comprehensive income attributable to common unitholders$27,483 $25,185 
The accompanying notes are an integral part of these condensed consolidated financial statements.

11


HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS CAPITAL
(In thousands)
(Unaudited
General Partners’ CapitalLimited Partners’ CapitalTotal Partners’ Capital
 UnitsAmountUnitsAmount
Balance as of December 31, 2020218,578 $3,174,509 3,520 $60,410 $3,234,919 
Share-based award transactions, net
354 3,337 — — 3,337 
Redemption and cancellation of general partner OP Units
(119)(3,248)— — (3,248)
Redemption of limited partner OP Units and other
11 255 (11)(255) 
Distributions declared ($0.320 per common OP Unit)
— (70,023)— (1,183)(71,206)
Net income— 22,030 — 363 22,393 
Other comprehensive income— 2,748 — 44 2,792 
Balance as of March 31, 2021218,824 $3,129,608 3,509 $59,379 $3,188,987 

General Partners’ CapitalLimited Partners’ CapitalTotal Partners’ Capital
 UnitsAmountUnitsAmount
Balance as of December 31, 2021228,880 $3,257,874 4,142 $86,442 $3,344,316 
Share-based award transactions, net
154 2,024 — — 2,024 
Redemption and cancellation of general partner OP Units
(50)(1,640)— — (1,640)
Redemption of limited partner OP Units and other
92 2,065 (92)(2,065) 
Distributions declared ($0.325 per common OP Unit)
— (74,443)— (1,373)(75,816)
Net income
— 18,315 — 351 18,666 
Other comprehensive income— 8,768 — 49 8,817 
Balance as of March 31, 2022229,076 $3,212,963 4,050 $83,404 $3,296,367 
The accompanying notes are an integral part of these condensed consolidated financial statements.


12


HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended March 31,
 20222021
Cash flows from operating activities:
Net income $18,666 $22,393 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
71,009 71,671 
Share-based compensation expense2,025 3,337 
Income from unconsolidated joint venture(400)(392)
Distributions from unconsolidated joint venture785 785 
Loss on sale of real estate, net4  
Changes in operating assets and liabilities:
Receivables and other assets, net(3,229)2,275 
Accounts payable and accrued liabilities(34,131)(27,613)
Security deposits, prepaid rent and other liabilities(5,421)(7,103)
Net cash provided by operating activities49,308 65,353 
Cash flows from investing activities:
Investments in real estate (19,094)(30,472)
Development of real estate(10,372)(17,096)
Proceeds from the sale of real estate26,791  
Capital expenditures(28,560)(28,931)
Collection of real estate notes receivable 200 
Loan origination fees325  
Advances on real estate notes receivable(2,270) 
Net cash used in investing activities(33,180)(76,299)
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility75,000 15,000 
Payments on unsecured revolving credit facility(50,000)(15,000)
Deferred financing costs(5,355) 
Repurchase and cancellation of general partner units(1,641)(3,248)
Distributions paid to general partner(74,377)(70,000)
Distributions paid to limited partners and redeemable non-controlling interests(1,402)(1,485)
Net cash used in financing activities(57,775)(74,733)
Net change in cash, cash equivalents and restricted cash(41,647)(85,679)
Cash, cash equivalents and restricted cash - beginning of period57,069 118,765 
Cash, cash equivalents and restricted cash - end of period$15,422 $33,086 
The accompanying notes are an integral part of these condensed consolidated financial statements.
13


HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unless otherwise indicated or unless the context requires otherwise the use of the words “we,” “us,” or “our” refers to Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP, collectively.
1. Organization and Description of Business
HTA, a Maryland corporation, and HTALP, a Delaware limited partnership, were incorporated or formed, as applicable, on April 20, 2006. HTA operates as a REIT and is the general partner of HTALP, which is the operating partnership, in an umbrella partnership, or “UPREIT” structure. HTA has qualified and intends to continue to be taxed as a REIT for federal income tax purposes under the applicable sections of the Internal Revenue Code.
We own real estate primarily consisting of medical office buildings (“MOBs”) located on or adjacent to hospital campuses or in off-campus, community core outpatient locations across 32 states within the United States, and we lease space to tenants primarily consisting of health systems, research and academic institutions, and various sized physician practices.  Through our full-service operating platform, we provide leasing, asset management, acquisitions, development and other related services for our properties.
Our primary objective is to maximize stockholder value with growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing, building services and property management oversight; (ii) target accretive acquisitions and developments of MOBs in markets with attractive demographics that complement our existing portfolio; and (iii) actively manage our balance sheet to maintain flexibility with conservative leverage. Additionally, from time to time we consider, on an opportunistic basis, significant portfolio acquisitions that we believe fit our core business and we expect to enhance our existing portfolio.
Merger with Healthcare Realty Trust Incorporated
On February 28, 2022, Healthcare Trust of America, Inc. (the “Company”), a Maryland corporation, Healthcare Trust of America Holdings, LP, a Delaware limited partnership (the “Company OP”) of which the Company is the sole general partner, HR Acquisition 2, LLC, a Maryland limited liability company and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and Healthcare Realty Trust Incorporated, a Maryland corporation (“HR”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into HR, with HR surviving the merger (the “Merger”).
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time, each outstanding share of Common Stock, $0.01 par value per share, of HR (“HR Common Stock”) will be converted into the right to receive 1.0 (the “Exchange Ratio”) share of Class A Common Stock, $0.01 par value per share, of the Company (“Company Common Stock” and, such consideration, the “Merger Consideration”). Subject to the closing of the Merger and the other transactions contemplated therein, the holders of shares of Company Common Stock issued and outstanding on the last business day prior to the closing date of the Merger will receive a special distribution in the amount of $4.82 in cash per share of Company Common Stock held on such date (the “Special Distribution Payment”).
Once the conditions to close the Merger have been satisfied or waived, the Merger Agreement requires HR and the Company to exchange irrevocable certifications that all such closing conditions have been satisfied or waived. At such time, the Company OP will transfer or cause the transfer, on the business day before the effective time, to HR or its designees certain of the Company OP’s assets as specified by HR for a cash purchase price equal to the reasonably equivalent fair market value of the assets transferred. To the extent the net proceeds to the Company of the asset transfer or joint venture transactions relating to such assets are insufficient to pay the full amount of the Special Distribution Payment, the Merger Agreement requires the Company to utilize new financing to fund the balance of the Special Distribution Payment. The Company has obtained a commitment letter from JPMorgan Chase Bank, N.A. for a $1.7 billion bridge financing facility. HTA and HR have received letters of intent from, and are in advanced negotiations with, three institutional investors for a combination of joint ventures and asset sales totaling $1.7 billion at a weighted average cap rate of approximately 4.8%. Net proceeds from these transactions are expected to be approximately $1.6 billion. The transactions may occur in separate tranches, with the initial transactions targeted to close prior to the vote on the contemplated Merger by HR and HTA stockholders and the remainder to be completed on or around the closing date of the contemplated Merger. These transactions are subject to execution of definitive documentation and customary closing conditions. In addition, HTA and HR have secured initial commitments for amended and restated credit facilities, including the following: (i) a $1.5 billion revolving credit facility; (ii) $1.5 billion of term loans, including $650 million of new capacity; and (iii) a $1.1 billion asset sale term loan to replace the transaction bridge loan commitment and to backstop the $1.1 billion special dividend to HTA stockholders, if needed, depending on the timing of asset sales and joint ventures.
Additionally, on May 2, 2022, HTA and HR filed a Form S-4 Registration Statement with the SEC in connection with the contemplated Merger. Please review this Form S-4 for more information about the contemplated Merger.
14



HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Merger Agreement contains customary representations, warranties and covenants by each party. The Merger is subject to certain conditions which are set forth in the Merger Agreement, including the approval of both companies’ stockholders. The boards of directors of the Company and HR have unanimously approved the Merger Agreement. The Merger is expected to close during the third quarter of 2022.
COVID-19 Pandemic
On March 11, 2020 the novel coronavirus disease (“COVID-19”) was declared a pandemic by the World Health Organization. As the virus continued to spread throughout the United States and other countries across the world, Federal, state and local governments took various actions including the issuance of “stay-at-home” orders, social distancing guidelines and ordering the temporary closure of non-essential businesses to limit the spread of COVID-19. While many businesses have reopened and vaccinations are becoming more widely available to the general population, the economic uncertainty created by the COVID-19 pandemic continue to present risks to the Company and the future results of our operations. Although we did not experience significant disruptions from the COVID-19 pandemic during the three months ended March 31, 2022, should current and planned measures, including further development and delivery of vaccines and other measures intended to reduce or eliminate the spread of COVID-19, past and/or proposed economic stimulus, and other laws, acts and orders proposed or enacted by these various governmental agencies ultimately not be successful or limited in their efficacy, our business and the broader real estate industry may experience significant adverse consequences. These consequences include loss of revenues, increased expenses, increased costs of materials, difficulty in maintaining an active workforce, and constraints on our ability to secure capital or financing, among other factors.
2. Summary of Significant Accounting Policies
The summary of significant accounting policies presented below is designed to assist in understanding our condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the U.S. (“GAAP”) in all material respects and have been consistently applied in preparing our accompanying condensed consolidated financial statements.
Basis of Presentation
Our accompanying condensed consolidated financial statements include our accounts and those of our subsidiaries and any consolidated variable interest entities (“VIEs”). All inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.
Interim Unaudited Financial Data
Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements (i) do not include all information and footnotes required by GAAP for complete financial statements, and (ii) reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable for the full year. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2021 Annual Report on Form 10-K.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of our subsidiaries and consolidated joint venture arrangements. The portions of the HTALP operating partnership not owned by us are presented as non-controlling interests on the accompanying condensed consolidated balance sheets and statements of operations, condensed consolidated statements of comprehensive income, and condensed consolidated statements of equity and changes in partners’ capital. Holders of OP Units are considered to be non-controlling interest holders in HTALP and their ownership interests are reflected as equity on the accompanying condensed consolidated balance sheets. Further, a portion of the earnings and losses of HTALP are allocated to non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity. As of both March 31, 2022 and December 31, 2021, there were approximately 4.1 million of OP Units issued and outstanding held by non-controlling interest holders.
VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. A primary beneficiary is one that has both: (i) the power to direct the activities
15



HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
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.
Use of Estimates
The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent asset and liabilities. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in adverse ways, and those estimates could be different under different assumptions or conditions.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. Restricted cash is typically comprised of: (i) reserve accounts for property taxes, insurance, capital and tenant improvements; (ii) collateral accounts for debt and interest rate swaps; (iii) 1031 exchange funds; and (iv) deposits for future investments.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets to the combined amounts shown on the accompanying condensed consolidated statements of cash flows (in thousands):
March 31,
20222021
Cash and cash equivalents$10,944 $29,990 
Restricted cash4,478 3,096 
Total cash, cash equivalents and restricted cash$15,422 $33,086 
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, 2022 and 2021 was $62.3 million and $61.2 million, respectively.
Leases
As a lessor, we lease space in our MOBs primarily to medical enterprises for terms generally ranging from three to seven years in length. The assets underlying these leases consist of buildings and associated land which are included as real estate investments on our accompanying condensed consolidated balance sheets. All of our leases for which we are the lessor are classified as operating leases under Topic 842.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Leases, for which we are the lessee, are classified as separate components on our accompanying condensed consolidated balance sheets. Operating leases are included as right-of-use (“ROU”) assets - operating leases, net, with a corresponding lease liability. Financing lease assets are included in receivables and other assets, net, with a corresponding lease liability in security deposits, prepaid rent and other liabilities. A lease liability is recognized for our obligation related to the lease and an ROU asset represents our right to use the underlying asset over the lease term. Refer to Note 7 - Leases in the accompanying notes to the condensed consolidated financial statements for more detail relating to our leases.
Real Estate Held for Sale
We consider properties held for sale once management commits to a plan to sell the property and has determined that the sale is probable and expected to occur within one year. Upon classification as held for sale, we record the property at the lower of its carrying amount or fair value, less costs to sell, and cease depreciation and amortization. The fair value is generally based on a discounted cash flow analysis, which involves management's best estimate of market participants' holding periods, market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements. As of March 31, 2022, the Company had no properties classified as held for sale. As of December 31, 2021, the Company had one property classified as held for sale.
Real Estate Notes Receivable
Real estate notes receivable consists of mezzanine and other real estate loans, which are generally collateralized by a pledge of the borrower’s ownership interest in the respective real estate owner and/or corporate guarantees. Real estate notes receivable are intended to be held-to-maturity and are recorded at amortized cost, net of unamortized loan origination costs and fees and allowance for credit losses. As of March 31, 2022, real estate notes receivable, net totaled $72.7 million. During the three months ended March 31, 2022, we recognized interest income of $1.6 million related to real estate note receivable.
The following table summarizes real estate notes receivable as of March 31, 2022 (in thousands):
Stated Interest RateMaximum Loan CommitmentOutstanding Loan Amount
Origination DateMaturity DateMarch 31, 2022
Mezzanine Loans - Texas (1)
6/24/20216/24/20248 %$54,119 $52,662 
Mezzanine Loan - North Carolina12/22/202112/22/20248 %6,000 6,000 
Mortgage Loan - Texas6/30/20217/1/202210 %15,000 15,000 
73,662 
Accrued interest receivable159 
Unamortized fees and costs(762)
Unearned revenue(358)
$72,701 
(1) Interest on these mezzanine loans is accrued and funded utilizing interest reserves, which is included in the maximum loan commitment, and such accrued interest is added to the note receivable balance.
Pursuant to Topic 326 - Financial Instruments - Credit Losses, we adopted a policy to evaluate current expected credit losses at the inception of loans qualifying for treatment under Topic 326. We utilize a probability of default method approach for estimating current expected credit losses and have determined that the current risk of credit loss is remote. Accordingly, we have recorded no reserve for credit loss as of March 31, 2022.
Unconsolidated Joint Ventures
We account for our investments in unconsolidated joint ventures using the equity method of accounting because we have the ability to exercise significant influence, but not control, over the financial and operational policy decisions of the investments. Using the equity method of accounting, the initial investment is recognized at cost and subsequently adjusted for our share of the net income and any distributions from the joint venture. As of March 31, 2022 and December 31, 2021, we had a 50% interest in one such investment with a carrying value and maximum exposure to risk of $62.5 million and $62.8 million, respectively, which is recorded in investment in unconsolidated joint venture on the accompanying condensed consolidated balance sheets. We record our share of net income in income from unconsolidated joint venture on the accompanying condensed consolidated statements of operations. For each of the three months ended March 31, 2022 and 2021, we recognized income of $0.4 million.
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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Recently Issued or Adopted Accounting Pronouncements
Recently Adopted Accounting Pronouncements
ASU 2021-05, Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments
In July 2021, the FASB issued ASU 2021-05, which amends the lease classification requirements for lessors when classifying and accounting for a lease with variable lease payments that do not depend on a reference index or a rate. The update provides criteria, that if met, the lease would be classified and accounted for as an operating lease. Th