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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland (Healthcare Trust of America, Inc.)
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20-4738467
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Delaware (Healthcare Trust of America Holdings, LP)
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20-4738347
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona
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85254
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Class A common stock, par value $0.01 per share
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New York Stock Exchange
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Healthcare Trust of America, Inc.
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x
Yes
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o
No
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Healthcare Trust of America Holdings, LP
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o
Yes
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x
No
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Healthcare Trust of America, Inc.
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o
Yes
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x
No
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Healthcare Trust of America Holdings, LP
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o
Yes
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x
No
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Healthcare Trust of America, Inc.
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x
Yes
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o
No
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Healthcare Trust of America Holdings, LP
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x
Yes
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o
No
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Healthcare Trust of America, Inc.
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x
Yes
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o
No
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Healthcare Trust of America Holdings, LP
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x
Yes
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o
No
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Healthcare Trust of America, Inc.
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Large-accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Healthcare Trust of America Holdings, LP
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Large-accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Healthcare Trust of America, Inc.
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o
Yes
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x
No
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Healthcare Trust of America Holdings, LP
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o
Yes
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x
No
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•
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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;
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•
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eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure in this Annual Report applies to both HTA and HTALP; and
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•
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creates time and cost efficiencies through the preparation of a single combined Annual Report instead of two separate reports.
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•
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the market for registrant’s common equity, related stockholder matters and issuer purchase of equity securities in Item 5 of this Annual Report;
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•
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the selected financial data in Item 6 of this Annual Report;
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•
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the Funds From Operations (“FFO”) and Normalized FFO in Item 7 of this Annual Report;
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•
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the controls and procedures in Item 9A of this Annual Report;
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•
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the consolidated financial statements in Item 15 of this Annual Report;
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•
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certain accompanying notes to the consolidated financial statements, including Note 3 - Business Combinations, Note 8 - Debt, Note 11 - Stockholders’ Equity and Partners’ Capital, Note 13 - Per Share Data of HTA, Note 14 - Per Unit Data of HTALP, Note 16 - Tax Treatment of Dividends of HTA; Note 18 - Selected Quarterly Financial Data of HTA and Note 19 - Selected Quarterly Financial Data of HTALP;
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•
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the statement regarding the computation of the ratio of earnings to fixed charges included as Exhibit 12.1 to this Annual Report; and
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•
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the certifications of the Chief Executive Officer and the Chief Financial Officer included as Exhibits 31 and 32 to this Annual Report.
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Page
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•
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For the
year ended December 31, 2014
, we had net income of
$46.0 million
, compared to
$24.7 million
for the
year ended December 31, 2013
.
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•
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For the
year ended December 31, 2014
, HTA’s Normalized FFO was
$1.46
per diluted share, or
$176.6 million
, an increase of
$0.17
per diluted share, or
13%
, compared to the
year ended December 31, 2013
. For the
year ended December 31, 2014
, HTALP’s Normalized FFO was
$1.46
per diluted unit, or
$176.6 million
, an increase of
$0.18
per diluted unit, or
14%
, compared to the
year ended December 31, 2013
.
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•
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For additional information on Normalized FFO, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common stockholders/unitholders and an explanation of why we present this non-GAAP financial measure.
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•
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For the year ended December 31, 2014, we achieved Same-Property Cash Net Operating Income (“NOI”) growth of
3.0%
. This achievement marks the second year of consistent quarterly growth of
3%
or more.
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•
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During the year ended December 31, 2014, our leased rate (includes leases which have been executed, but which have not yet commenced) increased 40 basis points to
92.0%
by GLA and our occupancy rate was
91.4%
by GLA.
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•
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During
2014
, our tenant retention for the portfolio was
83%
, which we believe is indicative of our commitment to maintaining high quality MOBs in desirable locations and fostering strong tenant relationships.
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•
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During the year ended
December 31, 2014
, we acquired
$439.5 million
of high quality MOBs, representing an expansion of approximately
15%
by investment, based on purchase price. These acquisitions totaled approximately
1.2 million
square feet of GLA and were primarily located in our key markets of Boston, Charleston, Denver, Miami, Raleigh, Tampa and White Plains, plus a new market of Honolulu, Hawaii. Based on GLA,
88%
of our
2014
acquisitions were either on the campuses of, or aligned with, nationally or regionally recognized healthcare systems.
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•
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During
2014
, we initiated our asset recycling program and sold three portfolios of MOBs for an aggregate sales price of
$82.9 million
. These dispositions generated gains of
$27.9 million
.
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•
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During the year ended
December 31, 2014
, we raised $300.0 million in senior notes maturing in 2021, and increased the unsecured revolving credit and term loan facility (the “Unsecured Credit Agreement”) capacity to $1.1 billion. The Company issued $171.2 million comprised of $154.2 million from the sale of shares of common stock at an average price of $24.21 per share, after giving effect to the reverse stock split, and $17.0 million from the issuance of Class A Units of HTALP. We ended the year with low leverage totaling
29.2%
debt to capitalization.
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•
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In May
2014
, Standard & Poor’s Rating Services (“Standard & Poor’s”) upgraded our investment grade credit rating to BBB, with a stable outlook.
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•
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As of
December 31, 2014
, we had total liquidity of
$868.9 million
, including cash and cash equivalents of
$10.4 million
and
$858.5 million
available on our Unsecured Credit Agreement.
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•
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Located on the campuses of, or aligned with, nationally and regionally recognized healthcare systems in the U.S
. We seek to invest in properties serving healthcare systems with dominant market share, high credit quality and those who are investing capital into their campuses. We believe our affiliations with these health systems help ensure long-term tenant demand. At
December 31, 2014
,
96%
of our portfolio was located on the campuses of, or aligned with, nationally and regionally recognized healthcare systems.
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•
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Attractive markets
. We seek to own MOBs in high growth primary and secondary markets with attractive demographics, economic growth and high barriers to entry. We also target markets where we can utilize our property management and leasing platform to achieve operational and leasing efficiency. At
December 31, 2014
, over
67%
of our GLA was located in 16 key markets throughout the U.S.
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•
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Occupied with limited near term leasing risks
. We seek to invest in and maintain well occupied properties that we believe are core, critical to the delivery of healthcare. We believe this in turn creates significant tenant demand for occupancy and also drives strong, long-term tenant retention as hospitals and physicians are reluctant to move or relocate, as evidenced by our 2014 retention rate of
83%
. Further, we do not have an active development platform that seeks to invest in higher risk, lease-up opportunities.
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•
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Credit-worthy tenants
. Our primary tenants are healthcare systems and leading physician groups. These groups typically have strong and stable financial performance. We believe this helps ensure stability in our rental income and tenant retention over time. At
December 31, 2014
,
57%
of our annual base rent comes from credit-rated tenants, primarily health systems. A significant amount of our remaining rent comes from physician groups and medical healthcare system tenants that are credit-worthy, but do not have the size to benefit from a credit rating.
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•
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Balanced mix of tenants
. Our primary focus is placed on ensuring an appropriate and balanced mix of tenants to provide synergies within both individual buildings and the broader health system campus. We actively invest in both multi-tenant properties, which generally have shorter term leases on smaller spaces, and single-tenant properties, which generally have longer term leases. The multi-tenant buildings provide for lower lease rollover risks in any particular year and regularly allow for rents to be reset to current market rates. We believe single-tenant buildings provide for steady long-term cash flow, but generally provide for more limited long-term growth.
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•
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Maintaining regional offices in markets where we have a significant presence. This enables our in-house property management and leasing platform to (i) create close relationships with national and regional healthcare systems and other tenants and (ii) respond more directly and efficiently to their needs. Our regional offices are located in Albany, Atlanta, Boston, Charleston, Dallas, Denver, Indianapolis, Miami, Pittsburgh and Scottsdale.
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•
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Improving the quality of service provided to our tenants by being attentive to their needs, managing expenses and strategically investing capital. During 2014, we consistently achieved tenant retention of 75% or more each quarter and tenant retention for the year of
83%
.
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•
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Using market knowledge and economies of scale to seek to continually reduce our operating costs.
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•
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Maintaining or increasing our average rental rates, actively leasing our vacant space and reducing leasing concessions. These leasing results contributed to our
3.0%
or more Same-Property Cash NOI growth each quarter during
2014
. For additional information on Same-Property Cash NOI, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss and an explanation of why we present this non-GAAP financial measure.
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•
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Maintaining a core, critical portfolio of properties and building our reputation as a dedicated leading MOB owner and operator.
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▪
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Mid-sized acquisitions in the
$25 million
to $
75 million
range. These transactions allow us to focus on the quality of individual properties and ensure they are accretive to our cost of capital. They also allow us to exhibit meaningful growth given our current mid-market size.
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▪
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Long-term relationships with key industry participants. We will continue our emphasis on long-term relationship building as we have over the last eight years. These relationships are cultivated by our senior management team, with key industry participants, including health systems and local and regional developers, which have traditionally provided us with valuable sources of potential investment opportunities.
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▪
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Local knowledge through our internal asset management platform. Our local personnel are participants in local industry activities which can provide insightful information with respect to potential opportunities.
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•
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Continue to maintain a high level of liquidity. As of December 31, 2014, we had $858.5 million available on our Unsecured Credit Agreement. During
2014
, we increased our unsecured revolving credit facility to
$800.0 million
and repaid $100.0 million of the unsecured term loan. We may re-borrow the $100.0 million repaid through May 2015.
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•
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Maintain access to multiple sources of capital, including public debt and equity, unsecured bank loans and secured property level debt. In 2014, we raised capital through all of these avenues.
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•
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Limit the amount of secured debt. During
2014
, the percentage of secured debt, including net premiums/discounts to capitalization, decreased to
8.8%
from
11.4%
in 2013.
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•
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Maintain a low leverage ratio. Our leverage ratio of debt to capitalization was
29.2%
as of
December 31, 2014
.
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•
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Maintain well laddered debt maturities. As of
December 31, 2014
, we had
$73.9 million
,
$70.1 million
, and
$117.0 million
of debt principal payments due in 2015, 2016 and 2017, respectively.
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•
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During
2014
, we increased the weighted average remaining term of our debt portfolio to
5.6
years, including extension options, while simultaneously lowering the average interest rate on our debt portfolio to
3.76%
per annum, including the impact of interest rate swaps.
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•
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Evolution in the healthcare industry whereby procedures that have traditionally been performed in hospitals, such as surgery, move to outpatient facilities as a result of shifting consumer preferences, limited space in hospitals, and lower costs. In addition, increased specialization within the medical field is driving the demand for MOBs suited specifically toward a particular specialty.
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•
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An increase in medical office visits due to the overall rise in healthcare utilization has in turn driven hiring within the healthcare sector. Additionally, the rate of employment growth in physicians’ offices and outpatient care facilities has outpaced employment growth in hospitals during the past decade, further supporting the trend of increased utilization of healthcare services outside of the hospital. According to the Bureau of Labor Statistics, employment in physicians’ offices is expected to increase by a cumulative 38.4% from 2013 to 2023 compared to a projected increase of 10.8% in total employment during this period.
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•
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High and improving credit quality of physician tenants. In recent years, MOB tenants have increasingly consisted of larger hospital and physician groups. These groups utilize their size and expertise to obtain high rates of reimbursement and share overhead operating expenses. We believe these larger groups are generally credit-worthy and provide stability and long term value for MOBs.
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•
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Construction of MOBs has been relatively constrained with little developable land and high-cost barriers to development.
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Tenant
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Weighted Average Remaining Years in Lease Term
(1)
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Total Leased GLA
(1)(2)
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Percent of Leased GLA
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Annualized Base Rent
(1) (2)(3)
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Percent of Annualized Base Rent
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||||||
Highmark
|
|
7
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876
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6.4
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%
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$
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16,282
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5.4
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%
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Greenville Hospital System
|
|
9
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|
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761
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|
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5.6
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13,999
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|
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4.6
|
|
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Hospital Corporation of America
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5
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|
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403
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|
|
3.0
|
|
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9,479
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|
|
3.1
|
|
|
Community Health Systems
|
|
4
|
|
|
333
|
|
|
2.4
|
|
|
7,245
|
|
|
2.4
|
|
|
Steward Health Care System
|
|
12
|
|
|
321
|
|
|
2.4
|
|
|
7,433
|
|
|
2.5
|
|
|
Aurora Health Care
|
|
9
|
|
|
315
|
|
|
2.3
|
|
|
6,684
|
|
|
2.2
|
|
|
Indiana University Health
|
|
3
|
|
|
293
|
|
|
2.1
|
|
|
4,752
|
|
|
1.6
|
|
|
Deaconess Health System
|
|
9
|
|
|
261
|
|
|
1.9
|
|
|
4,079
|
|
|
1.4
|
|
|
Tufts Medical Center
|
|
13
|
|
|
252
|
|
|
1.8
|
|
|
9,381
|
|
|
3.1
|
|
|
Capital District Physicians Health Plan
|
|
12
|
|
|
205
|
|
|
1.5
|
|
|
3,138
|
|
|
1.0
|
|
|
Wellmont Health System
|
|
8
|
|
|
158
|
|
|
1.2
|
|
|
2,751
|
|
|
0.9
|
|
|
Banner Health
|
|
4
|
|
|
138
|
|
|
1.0
|
|
|
3,128
|
|
|
1.0
|
|
|
Rush University Medical Center
|
|
5
|
|
|
137
|
|
|
1.0
|
|
|
4,547
|
|
|
1.5
|
|
|
Tenet Healthcare
|
|
4
|
|
|
124
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|
|
0.9
|
|
|
3,062
|
|
|
1.0
|
|
|
Diagnostic Clinic (BCBS of FL)
|
|
15
|
|
|
117
|
|
|
0.9
|
|
|
3,189
|
|
|
1.1
|
|
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Total
|
|
|
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4,694
|
|
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34.4
|
%
|
|
$
|
99,149
|
|
|
32.8
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%
|
|
|
|
|
|
|
|
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||||||
(1) Amounts only represent relationships with direct tenants.
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||||||||||||||||
(2) In thousands.
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||||||||||||||||
(3) Annualized base rent is calculated by multiplying contractual base rent as of December 31, 2014 by 12 (excluding the impact of abatements, concessions, and straight-line rent).
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Market
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Investment
(1)
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GLA
(1)
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Percent of GLA
|
||||
Boston, MA
|
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$
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248,100
|
|
|
610
|
|
|
4.1
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%
|
Dallas, TX
|
|
223,448
|
|
|
682
|
|
|
4.6
|
|
|
Phoenix, AZ
|
|
190,182
|
|
|
1,022
|
|
|
6.9
|
|
|
Albany, NY
|
|
179,253
|
|
|
879
|
|
|
5.9
|
|
|
Greenville, SC
|
|
179,070
|
|
|
965
|
|
|
6.5
|
|
|
Miami, FL
|
|
155,607
|
|
|
753
|
|
|
5.1
|
|
|
Houston, TX
|
|
151,766
|
|
|
692
|
|
|
4.7
|
|
|
Pittsburgh, PA
|
|
148,612
|
|
|
1,094
|
|
|
7.4
|
|
|
Atlanta, GA
|
|
133,293
|
|
|
597
|
|
|
4.0
|
|
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Tampa, FL
|
|
123,593
|
|
|
382
|
|
|
2.6
|
|
|
Indianapolis, IN
|
|
117,650
|
|
|
850
|
|
|
5.7
|
|
|
Denver, CO
|
|
111,700
|
|
|
371
|
|
|
2.5
|
|
|
White Plains, NY
|
|
92,750
|
|
|
276
|
|
|
1.9
|
|
|
Orlando, FL
|
|
62,300
|
|
|
289
|
|
|
1.9
|
|
|
Raleigh, NC
|
|
56,000
|
|
|
285
|
|
|
1.9
|
|
|
Charleston, SC
|
|
54,501
|
|
|
214
|
|
|
1.4
|
|
|
Total
|
|
$
|
2,227,825
|
|
|
9,961
|
|
|
67.1
|
%
|
|
|
|
|
|
|
|
||||
(1) In thousands.
|
|
|
|
|
|
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•
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the Federal Anti-Kickback Statute, which prohibits, among other things, the offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, the referral or recommendation for the ordering of any item or service reimbursed by a federal healthcare program, including Medicare or Medicaid;
|
•
|
the Federal Physician Self-Referral Prohibition, commonly referred to as the Stark Law, which, subject to specific exceptions, restricts physicians from making referrals for specifically designated health services for which payment may be made under Medicare or Medicaid programs to an entity with which the physician, or an immediate family member, has a financial relationship;
|
•
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the False Claims Act, which prohibits any person from knowingly presenting or causing to be presented false or fraudulent claims for payment to the federal government, including claims paid by the Medicare and Medicaid programs;
|
•
|
the Civil Monetary Penalties Law, which authorizes the U.S. Department of Health and Human Services to impose monetary penalties for certain fraudulent acts and to exclude violators from participating in federal healthcare programs; and
|
•
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the Health Insurance Portability and Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act of the American Recovery and Reinvestment Act of 2009, which protects the privacy and security of personal health information.
|
•
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defaults by tenants at our properties due to bankruptcy, lack of liquidity or operational failures;
|
•
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increases in vacancy rates due to tenant defaults, the expiration or termination of tenant leases and reduced demand for MOBs and other facilities that serve the healthcare industry;
|
•
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increases in tenant inducements, tenant improvement expenditures, rent concessions or reduced rental rates, especially to maintain or increase occupancies;
|
•
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reduced values of our properties, thereby limiting our ability to dispose of our assets at attractive prices or obtain debt financing secured by our properties as well as reducing the availability of unsecured loans;
|
•
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the value and liquidity of our short-term investments and cash deposits being reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, the dislocation of the markets for our short-term investments, increased volatility in market rates for such investment and other factors;
|
•
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one or more lenders under our credit facilities refusing to fund their financing commitment to us and, in such event, we are unable to replace the financing commitment of any such lender or lenders on favorable terms, or at all;
|
•
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a recession or rise in interest rates, which could make it more difficult for us to lease our properties or dispose of our properties or make alternative interest-bearing and other investments more attractive, thereby lowering the relative value of our existing real estate investments;
|
•
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one or more counterparties to our interest rate swaps default on their obligations to us, thereby increasing the risk that we may not realize the benefits of these instruments;
|
•
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increases in the supply of competing properties or decreases in the demand for our properties, which may impact our ability to maintain or increase occupancy levels and rents at our properties or to dispose of our investments;
|
•
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reduced access to credit, which may result in tenant defaults or non-renewals under leases with our tenants; and
|
•
|
increased insurance premiums, real estate taxes or energy or other expenses, which may reduce funds available for distribution to our stockholders or, to the extent such increases are passed through to our tenants, may lead to tenant defaults or make it difficult for us to increase rents to tenants on lease turnover, which may limit our ability to increase our returns.
|
•
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the election or removal of directors;
|
•
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our dissolution;
|
•
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certain mergers, consolidations, statutory share exchanges and sales or other dispositions of all or substantially all of our assets; and
|
•
|
amendments of our charter, except that our Board of Directors may amend our charter without stockholder approval to change our name or the name or other designation or the par value of any class or series of our stock and the aggregate par value of our stock, increase or decrease the aggregate number of our shares of stock or the number of our shares of any class or series that we have the authority to issue, or effect certain reverse stock splits.
|
•
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provisions of the MGCL that permit our Board of Directors, without our stockholders’ approval and regardless of what is currently provided in our charter or bylaws, to implement certain takeover defenses, including adopting a classified board;
|
•
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“business combination” provisions that, subject to limitations, prohibit certain business combinations, asset transfers and equity security issuances or reclassifications between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose supermajority voting requirements unless certain minimum price conditions are satisfied; and
|
•
|
“control share” provisions that provide that “control shares” of HTA (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
|
•
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we may acquire properties that are not initially accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations;
|
•
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we may be unable to finance the acquisition on favorable terms in the time period we desire, or at all;
|
•
|
even if we are able to finance the acquisition, our cash flow may be insufficient to meet our required principal and interest payments;
|
•
|
we may spend more than budgeted to make necessary improvements or renovations to acquired properties;
|
•
|
we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations and, as a result, our results of operations and financial condition could be adversely affected;
|
•
|
market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and
|
•
|
we may acquire properties subject to liabilities, including contingent liabilities, and without any recourse, or with only limited recourse, with respect to unknown liabilities for the clean-up of undisclosed environmental contamination, claims by tenants or other persons dealing with former owners of the properties, liabilities, claims, and litigation, including indemnification obligations, whether or not incurred in the ordinary course of business, relating to periods prior to or following our acquisitions, claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties, and liabilities for taxes relating to periods prior to our acquisitions.
|
•
|
a venture partner may at any time have economic or other business interests or goals which become inconsistent with our business interests or goals, including inconsistent goals relating to the sale of properties held in a joint venture or the timing of the termination and liquidation of the venture;
|
•
|
a venture partner might become bankrupt and such proceedings could have an adverse impact on the operation of the partnership or joint venture;
|
•
|
actions taken by a venture partner might have the result of subjecting the property to liabilities in excess of those contemplated; and
|
•
|
a venture partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives, including our policy with respect to qualifying and maintaining our qualification as a REIT.
|
•
|
actual or anticipated variations in our quarterly operating results;
|
•
|
changes in our earnings estimates or publication of research reports about us or the real estate industry, although no assurance can be given that any research reports about us will be published;
|
•
|
future sales of substantial amounts of common stock by our existing or future stockholders;
|
•
|
increases in market interest rates, which may lead purchasers of our stock to demand a higher yield;
|
•
|
changes in market valuations of similar companies;
|
•
|
adverse market reaction to any increased indebtedness we incur in the future;
|
•
|
additions or departures of key personnel;
|
•
|
actions by institutional stockholders;
|
•
|
speculation in the press or investment community; and
|
•
|
general market and economic conditions.
|
•
|
we believe all of our properties are adequately covered by insurance and are suitable for their intended purposes;
|
•
|
our properties are located in markets where we are subject to competition in attracting new tenants and retaining current tenants; and
|
•
|
depreciation is provided on a straight-line basis over the estimated useful lives of the buildings, up to
39
years, and over the shorter of the lease term or useful lives of the tenant improvements.
|
Expiration
(1)
|
|
Number of
Leases
Expiring
|
|
Total GLA
of Expiring
Leases
(2)
|
|
Percent of GLA Represented by Expiring Leases
|
|
Annualized Base Rent
(2) (3)
|
|
Percent of Total Annualized Base Rent
|
||||||
Month-to-month
|
|
116
|
|
|
187
|
|
|
1.4
|
%
|
|
$
|
3,754
|
|
|
1.2
|
%
|
2015
|
|
326
|
|
|
739
|
|
|
5.4
|
|
|
17,594
|
|
|
5.8
|
|
|
2016
|
|
321
|
|
|
1,125
|
|
|
8.2
|
|
|
24,758
|
|
|
8.2
|
|
|
2017
|
|
344
|
|
|
1,373
|
|
|
10.1
|
|
|
29,783
|
|
|
9.9
|
|
|
2018
|
|
299
|
|
|
1,657
|
|
|
12.1
|
|
|
34,327
|
|
|
11.4
|
|
|
2019
|
|
246
|
|
|
1,159
|
|
|
8.5
|
|
|
27,622
|
|
|
9.1
|
|
|
2020
|
|
190
|
|
|
940
|
|
|
6.9
|
|
|
20,364
|
|
|
6.7
|
|
|
2021
|
|
185
|
|
|
1,464
|
|
|
10.7
|
|
|
29,748
|
|
|
9.9
|
|
|
2022
|
|
124
|
|
|
930
|
|
|
6.8
|
|
|
22,224
|
|
|
7.4
|
|
|
2023
|
|
47
|
|
|
695
|
|
|
5.1
|
|
|
13,467
|
|
|
4.5
|
|
|
2024
|
|
79
|
|
|
1,265
|
|
|
9.3
|
|
|
25,442
|
|
|
8.4
|
|
|
Thereafter
|
|
114
|
|
|
2,122
|
|
|
15.5
|
|
|
52,817
|
|
|
17.5
|
|
|
Total
|
|
2,391
|
|
|
13,656
|
|
|
100
|
%
|
|
$
|
301,900
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(1) Leases scheduled to expire on December 31 of a given year are included within that year in the table.
|
||||||||||||||||
(2) In thousands.
|
||||||||||||||||
(3) Annualized base rent is calculated by multiplying contractual base rent as of December 31, 2014 by 12 (excluding the impact of abatements, concessions, and straight-line rent).
|
|
|
2014
|
|
2013
|
||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
|
$
|
23.32
|
|
|
$
|
19.44
|
|
|
$
|
24.42
|
|
|
$
|
19.80
|
|
Second Quarter
|
|
25.32
|
|
|
22.26
|
|
|
26.68
|
|
|
21.60
|
|
||||
Third Quarter
|
|
25.18
|
|
|
23.02
|
|
|
22.80
|
|
|
19.86
|
|
||||
Fourth Quarter
|
|
27.64
|
|
|
23.08
|
|
|
23.50
|
|
|
19.42
|
|
|
|
2014
|
|
2013
|
||||
First Quarter
|
$
|
0.2875
|
|
|
$
|
0.2875
|
|
Second Quarter
|
0.2875
|
|
|
0.2875
|
|
||
Third Quarter
|
0.2900
|
|
|
0.2875
|
|
||
Fourth Quarter
|
0.2900
|
|
|
0.2875
|
|
||
Total
|
$
|
1.1550
|
|
|
$
|
1.1500
|
|
|
As of December 31,
|
||||||||||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate investments, net
|
$
|
2,822,844
|
|
|
$
|
2,526,991
|
|
|
$
|
2,231,530
|
|
|
$
|
2,038,339
|
|
|
$
|
2,057,814
|
|
Total assets
|
3,041,650
|
|
|
2,752,334
|
|
|
2,414,090
|
|
|
2,291,629
|
|
|
2,271,795
|
|
|||||
Debt
|
1,412,461
|
|
|
1,214,241
|
|
|
1,037,359
|
|
|
639,149
|
|
|
706,526
|
|
|||||
Noncontrolling interest
|
29,282
|
|
|
12,543
|
|
|
10,329
|
|
|
—
|
|
|
—
|
|
|||||
Total equity
|
1,476,421
|
|
|
1,399,749
|
|
|
1,264,595
|
|
|
1,567,340
|
|
|
1,487,246
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(In thousands, except per share data)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues
(1)
|
$
|
371,505
|
|
|
$
|
321,601
|
|
|
$
|
299,644
|
|
|
$
|
274,438
|
|
|
$
|
203,081
|
|
Rental expenses
(1)
|
113,508
|
|
|
97,316
|
|
|
95,307
|
|
|
88,760
|
|
|
65,662
|
|
|||||
Net income (loss) attributable to common stockholders
|
45,371
|
|
|
24,261
|
|
|
(24,424
|
)
|
|
5,541
|
|
|
(7,903
|
)
|
|||||
Net income (loss) attributable to common stockholders per share - basic
(2)
|
0.38
|
|
|
0.21
|
|
|
(0.22
|
)
|
|
0.05
|
|
|
(0.10
|
)
|
|||||
Net income (loss) attributable to common stockholders per share - diluted
(2)
|
0.37
|
|
|
0.21
|
|
|
(0.22
|
)
|
|
0.05
|
|
|
(0.10
|
)
|
|||||
Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash flows provided by operating activities
|
$
|
168,499
|
|
|
$
|
147,824
|
|
|
$
|
116,785
|
|
|
$
|
111,807
|
|
|
$
|
58,503
|
|
Cash flows used in investing activities
|
(259,702
|
)
|
|
(374,700
|
)
|
|
(283,545
|
)
|
|
(65,958
|
)
|
|
(626,849
|
)
|
|||||
Cash flows provided by (used in) financing activities
|
83,535
|
|
|
229,001
|
|
|
113,225
|
|
|
(5,628
|
)
|
|
378,615
|
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared to stockholders
|
$
|
139,355
|
|
|
$
|
132,680
|
|
|
$
|
142,044
|
|
|
$
|
162,597
|
|
|
$
|
120,507
|
|
Dividends declared per share
(2)
|
1.16
|
|
|
1.15
|
|
|
1.28
|
|
|
1.45
|
|
|
1.45
|
|
|||||
Dividends paid in cash to stockholders
|
137,158
|
|
|
129,360
|
|
|
93,273
|
|
|
84,800
|
|
|
60,176
|
|
|||||
Dividends reinvested
|
—
|
|
|
—
|
|
|
31,916
|
|
|
75,864
|
|
|
56,551
|
|
|||||
FFO
(3)
|
157,746
|
|
|
145,908
|
|
|
91,994
|
|
|
113.083
|
|
|
70,658
|
|
|||||
Normalized FFO
(3)
|
176,639
|
|
|
147,834
|
|
|
135,262
|
|
|
116,378
|
|
|
84,407
|
|
|||||
NOI
(4)
|
257,997
|
|
|
224,285
|
|
|
204,337
|
|
|
185,678
|
|
|
137,419
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(1) The amounts for 2010-2013 differ from amounts previously reported in our Annual Report on Form 10-K for the year ended December 31, 2013, as a result of discontinued operations of one property classified as held for sale in 2013. During 2014, this property was reclassified out of held for sale and the results of operations were included within the results of operating properties for all periods presented.
|
|||||||||||||||||||
(2) Amounts have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected December 15, 2014.
|
|||||||||||||||||||
(3) For additional information on FFO and Normalized FFO, see “FFO and Normalized FFO” in Item 7, which includes a reconciliation to net income or loss attributable to common stockholders and an explanation of why we present these non-GAAP financial measures.
|
|||||||||||||||||||
(4) For additional information on NOI, see “NOI, Cash NOI and Same-Property Cash NOI” in Item 7, which includes a reconciliation to net income or loss and an explanation of why we present this non-GAAP financial measure.
|
|
As of December 31,
|
||||||||||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate investments, net
|
$
|
2,822,844
|
|
|
$
|
2,526,991
|
|
|
$
|
2,231,530
|
|
|
$
|
2,038,339
|
|
|
$
|
2,057,814
|
|
Total assets
|
3,041,650
|
|
|
2,752,334
|
|
|
2,414,090
|
|
|
2,291,629
|
|
|
2,271,795
|
|
|||||
Debt
|
1,412,461
|
|
|
1,214,241
|
|
|
1,037,359
|
|
|
639,149
|
|
|
706,526
|
|
|||||
Total partners’ capital
|
1,476,421
|
|
|
1,401,294
|
|
|
1,266,199
|
|
|
1,568,927
|
|
|
1,488,811
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(In thousands, except per unit data)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues
(1)
|
$
|
371,505
|
|
|
$
|
321,601
|
|
|
$
|
299,644
|
|
|
$
|
274,438
|
|
|
$
|
203,081
|
|
Rental expenses
(1)
|
113,508
|
|
|
97,316
|
|
|
95,307
|
|
|
88,760
|
|
|
65,662
|
|
|||||
Net income (loss) attributable to common unitholders
|
45,861
|
|
|
24,633
|
|
|
(24,408
|
)
|
|
5,563
|
|
|
(7,894
|
)
|
|||||
Net Income (loss) attributable to common unitholders per unit - basic
(2)
|
0.38
|
|
|
0.21
|
|
|
(0.22
|
)
|
|
0.05
|
|
|
(0.10
|
)
|
|||||
Net Income (loss) attributable to common unitholders per unit - diluted
(2)
|
0.38
|
|
|
0.21
|
|
|
(0.22
|
)
|
|
0.05
|
|
|
(0.10
|
)
|
|||||
Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash flows provided by operating activities
|
$
|
168,499
|
|
|
$
|
147,824
|
|
|
$
|
116,785
|
|
|
$
|
111,807
|
|
|
$
|
58,503
|
|
Cash flows used in investing activities
|
(259,702
|
)
|
|
(374,700
|
)
|
|
(283,545
|
)
|
|
(65,958
|
)
|
|
(626,849
|
)
|
|||||
Cash flows provided by (used in) financing activities
|
83,535
|
|
|
229,001
|
|
|
113,225
|
|
|
(5,628
|
)
|
|
378,615
|
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions declared to general partner
|
$
|
139,355
|
|
|
$
|
132,680
|
|
|
$
|
141,944
|
|
|
$
|
162,483
|
|
|
$
|
120,451
|
|
Distributions declared per unit
(2)
|
1.16
|
|
|
1.15
|
|
|
1.28
|
|
|
1.45
|
|
|
1.45
|
|
|||||
Distributions paid in cash to general partner
|
137,158
|
|
|
129,360
|
|
|
93,273
|
|
|
84,800
|
|
|
60,176
|
|
|||||
Distributions reinvested
|
—
|
|
|
—
|
|
|
31,916
|
|
|
75,864
|
|
|
56,551
|
|
|||||
FFO
(3)
|
158,236
|
|
|
146,280
|
|
|
92,010
|
|
|
113,105
|
|
|
70,667
|
|
|||||
Normalized FFO
(3)
|
176,639
|
|
|
147,835
|
|
|
135,262
|
|
|
116,378
|
|
|
84,416
|
|
|||||
NOI
(4)
|
257,997
|
|
|
224,285
|
|
|
204,337
|
|
|
185,678
|
|
|
137,419
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(1) The amounts for 2010-2013 differ from amounts previously reported in our Annual Report on Form 10-K for the year ended December 31, 2013, as a result of discontinued operations of one property classified as held for sale in 2013. During 2014, this property was reclassified out of held for sale and the results of operations were included within the results of operating properties for all periods presented.
|
|||||||||||||||||||
(2) Amounts have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected December 15, 2014.
|
|||||||||||||||||||
(3) For additional information on FFO and Normalized FFO, see “FFO and Normalized FFO” in Item 7, which includes a reconciliation to net income or loss attributable to common unitholders and an explanation of why we present these non-GAAP financial measures.
|
|||||||||||||||||||
(4) For additional information on NOI, see “NOI, Cash NOI and Same-Property Cash NOI” in Item 7, which includes a reconciliation to net income or loss and an explanation of why we present this non-GAAP financial measure.
|
•
|
Forward-Looking Statements;
|
•
|
Executive Summary;
|
•
|
Company Highlights;
|
•
|
Critical Accounting Policies;
|
•
|
Recently Issued or Adopted Accounting Pronouncements;
|
•
|
Factors Which May Influence Results of Operations;
|
•
|
Results of Operations;
|
•
|
Non-GAAP Financial Measures;
|
•
|
Liquidity and Capital Resources;
|
•
|
Commitments and Contingencies;
|
•
|
Debt Service Requirements;
|
•
|
Contractual Obligations;
|
•
|
Off-Balance Sheet Arrangements;
|
•
|
Inflation; and
|
•
|
Federal Income Tax Changes and Updates for Incorporation in Existing Registration Statements.
|
•
|
For the
year ended December 31, 2014
, we had net income of
$46.0 million
, compared to
$24.7 million
for the
year ended December 31, 2013
.
|
•
|
For the
year ended December 31, 2014
, HTA’s Normalized FFO was
$1.46
per diluted share, or
$176.6 million
, an increase of
$0.17
per diluted share, or
13%
, compared to the
year ended December 31, 2013
. For the
year ended December 31, 2014
, HTALP’s Normalized FFO was
$1.46
per diluted unit, or
$176.6 million
, an increase of
$0.18
per diluted unit, or
14%
, compared to the
year ended December 31, 2013
.
|
•
|
For additional information on Normalized FFO, see “FFO and Normalized FFO” below, which includes a reconciliation to net income or loss attributable to common stockholders/unitholders and an explanation of why we present this non-GAAP financial measure.
|
•
|
For the
year ended December 31, 2014
, our total revenue increased
15.5%
, or
$49.9 million
, to
$371.5 million
, compared to the
year ended December 31, 2013
.
|
•
|
For the
year ended December 31, 2014
, our NOI increased
15.0%
, or
$33.7 million
, to
$258.0 million
, compared to the
year ended December 31, 2013
.
|
•
|
For the
year ended December 31, 2014
, our Same-Property Cash NOI increased
3.0%
, or
$6.0 million
, to
$206.0 million
, compared to the
year ended December 31, 2013
.
|
•
|
For additional information on Same-Property Cash NOI, see “NOI, Cash NOI and Same-Property Cash NOI” below, which includes a reconciliation to net income or loss and an explanation of why we present these non-GAAP financial measures.
|
•
|
As of
December 31, 2014
, our leased rate (includes leases which have been executed, but which have not yet commenced) was
92.0%
by GLA and our occupancy rate was
91.4%
by GLA.
|
•
|
We entered into new and renewal leases on approximately
1.6 million
square feet of GLA during the
year ended December 31, 2014
.
|
•
|
Tenant retention for the portfolio was
83%
for the year, which we believe is indicative of our commitment to maintaining buildings in desirable locations and fostering strong tenant relationships. Tenant retention is calculated by taking the sum of the total GLA of tenants that renew an expiring lease divided by the total GLA of expiring leases.
|
•
|
We acquired
$439.5 million
of MOBs in 2014, an increase in our portfolio size by approximately
15%
based on purchase price.
|
•
|
Based on GLA,
88%
of our 2014 acquisitions were either on the campuses of, or aligned with, nationally and regionally recognized healthcare systems. The leased rate at closing of these acquired properties was 95%.
|
•
|
We will continue our emphasis on long-term relationship building as we have over the last eight years. We believe these relationships will result in additional opportunities that will increase the growth and attractiveness of our portfolio over time.
|
•
|
Approximately
81%
of our
2014
acquisitions by GLA were located in our target markets of Boston, Charleston, Denver, Miami, Raleigh, Tampa and White Plains. The remaining properties were located in markets of Baltimore and Honolulu.
|
•
|
As of
December 31, 2014
, we had total liquidity of
$868.9 million
, including cash and cash equivalents of
$10.4 million
and
$858.5 million
available on our Unsecured Credit Agreement. Our leverage ratio of debt to capitalization was
29.2%
.
|
•
|
In
2014
, the Company issued a total of
$171.2 million
comprised of
$154.2 million
from the sale of shares of common stock at an average price of $24.21 per share, after giving effect to the Reverse Stock Split, and $17.0 million from the issuance of Class A Units of HTALP.
|
•
|
In May 2014, Standard & Poor’s upgraded our investment grade credit rating to BBB, with a stable outlook.
|
•
|
In
June 2014
, we issued and sold
$300.0 million
of 7-year unsecured senior notes at an interest rate of
3.375%
per annum.
|
•
|
In January and November 2014, we amended our Unsecured Credit Agreement. The amendment increased the amount available under the unsecured revolving credit facility by $150.0 million to $800.0 million. In addition, the amendments extended the maturity dates to January 2020 (including extension options) and decreased borrowing costs.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Contractual rental income
|
$
|
357,704
|
|
|
$
|
308,911
|
|
|
$
|
284,667
|
|
Straight-line rent and amortization of above/below market leases
|
7,692
|
|
|
6,418
|
|
|
7,716
|
|
|||
Other operating revenue
|
4,175
|
|
|
3,714
|
|
|
2,957
|
|
|||
Total
|
$
|
369,571
|
|
|
$
|
319,043
|
|
|
$
|
295,340
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss)
|
$
|
45,994
|
|
|
$
|
24,684
|
|
|
$
|
(24,368
|
)
|
General and administrative expenses
|
24,947
|
|
|
24,448
|
|
|
21,741
|
|
|||
Non-traded REIT expenses
|
—
|
|
|
—
|
|
|
4,340
|
|
|||
Acquisition-related expenses
|
9,545
|
|
|
7,523
|
|
|
8,843
|
|
|||
Depreciation and amortization expense
|
140,432
|
|
|
121,647
|
|
|
116,418
|
|
|||
Listing expenses
|
—
|
|
|
4,405
|
|
|
22,573
|
|
|||
Interest expense and net change in fair value of derivative financial instruments
|
60,359
|
|
|
41,620
|
|
|
52,993
|
|
|||
Gain on sales of real estate
|
(27,894
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt, net
|
4,663
|
|
|
—
|
|
|
1,886
|
|
|||
Other income
|
(49
|
)
|
|
(42
|
)
|
|
(89
|
)
|
|||
NOI
|
$
|
257,997
|
|
|
$
|
224,285
|
|
|
$
|
204,337
|
|
Straight-line rent adjustments, net
|
(8,106
|
)
|
|
(6,553
|
)
|
|
(7,857
|
)
|
|||
Amortization of below and above market leases, net
|
2,553
|
|
|
2,118
|
|
|
2,203
|
|
|||
Lease termination fees
|
(48
|
)
|
|
(36
|
)
|
|
(114
|
)
|
|||
Cash NOI
|
$
|
252,396
|
|
|
$
|
219,814
|
|
|
$
|
198,569
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2014
|
|
2013
|
|
Change
|
||||||
Cash and cash equivalents - beginning of year
|
$
|
18,081
|
|
|
$
|
15,956
|
|
|
$
|
2,125
|
|
Net cash provided by operating activities
|
168,499
|
|
|
147,824
|
|
|
20,675
|
|
|||
Net cash used in investing activities
|
(259,702
|
)
|
|
(374,700
|
)
|
|
114,998
|
|
|||
Net cash provided by financing activities
|
83,535
|
|
|
229,001
|
|
|
(145,466
|
)
|
|||
Cash and cash equivalents - end of year
|
$
|
10,413
|
|
|
$
|
18,081
|
|
|
$
|
(7,668
|
)
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Fixed rate debt
|
$
|
73,311
|
|
|
$
|
69,461
|
|
|
$
|
116,412
|
|
|
$
|
14,195
|
|
|
$
|
9,025
|
|
|
$
|
709,995
|
|
|
$
|
992,399
|
|
Weighted average interest rate on fixed rate debt (per annum)
|
5.38
|
%
|
|
5.49
|
%
|
|
5.92
|
%
|
|
6.23
|
%
|
|
5.63
|
%
|
|
3.84
|
%
|
|
4.36
|
%
|
|||||||
Variable rate debt
|
$
|
546
|
|
|
$
|
589
|
|
|
$
|
634
|
|
|
$
|
684
|
|
|
$
|
355,793
|
|
|
$
|
62,228
|
|
|
$
|
420,474
|
|
Weighted average interest rate on variable rate debt based on forward rates in effect as of December 31, 2014 (per annum)
|
1.63
|
%
|
|
2.27
|
%
|
|
3.13
|
%
|
|
3.65
|
%
|
|
3.73
|
%
|
|
3.70
|
%
|
|
1.53
|
%
|
|
Page
|
|
(a)(1)
Financial Statements:
|
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
|
||
|
||
Financial Statements of Healthcare Trust of America, Inc.
|
|
|
|
||
|
||
|
||
|
||
Financial Statements of Healthcare Trust of America Holdings, LP
|
|
|
|
||
|
||
|
||
|
||
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
|
|
|
|
|
|
|
Financial Statement Schedules of Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
|
|
|
|
||
|
||
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
ASSETS
|
|
|
|
|
||||
Real estate investments:
|
|
|
|
|
||||
Land
|
|
$
|
287,755
|
|
|
$
|
203,001
|
|
Building and improvements
|
|
2,665,777
|
|
|
2,358,071
|
|
||
Lease intangibles
|
|
419,288
|
|
|
411,857
|
|
||
|
|
3,372,820
|
|
|
2,972,929
|
|
||
Accumulated depreciation and amortization
|
|
(549,976
|
)
|
|
(445,938
|
)
|
||
Real estate investments, net ($80,419 and $0 from consolidated VIEs, see Note 2)
|
|
2,822,844
|
|
|
2,526,991
|
|
||
Real estate notes receivable
|
|
—
|
|
|
28,520
|
|
||
Cash and cash equivalents
|
|
10,413
|
|
|
18,081
|
|
||
Restricted cash and escrow deposits
|
|
20,799
|
|
|
18,114
|
|
||
Receivables and other assets, net
|
|
144,106
|
|
|
110,285
|
|
||
Other intangibles, net
|
|
43,488
|
|
|
50,343
|
|
||
Total assets
|
|
$
|
3,041,650
|
|
|
$
|
2,752,334
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Debt
|
|
$
|
1,412,461
|
|
|
$
|
1,214,241
|
|
Accounts payable and accrued liabilities
|
|
101,042
|
|
|
82,893
|
|
||
Derivative financial instruments - interest rate swaps
|
|
2,888
|
|
|
5,053
|
|
||
Security deposits, prepaid rent and other liabilities
|
|
32,687
|
|
|
35,339
|
|
||
Intangible liabilities, net
|
|
12,425
|
|
|
11,797
|
|
||
Total liabilities
|
|
1,561,503
|
|
|
1,349,323
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Redeemable noncontrolling interests
|
|
3,726
|
|
|
3,262
|
|
||
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; 125,087,268 and 118,440,307 shares issued and outstanding as of December 31, 2014 and 2013, respectively
(1)
|
|
1,251
|
|
|
1,184
|
|
||
Additional paid-in capital
(1)
|
|
2,281,932
|
|
|
2,128,082
|
|
||
Cumulative dividends in excess of earnings
|
|
(836,044
|
)
|
|
(742,060
|
)
|
||
Total stockholders’ equity
|
|
1,447,139
|
|
|
1,387,206
|
|
||
Noncontrolling interest
|
|
29,282
|
|
|
12,543
|
|
||
Total equity
|
|
1,476,421
|
|
|
1,399,749
|
|
||
Total liabilities and equity
|
|
$
|
3,041,650
|
|
|
$
|
2,752,334
|
|
|
|
|
|
|
||||
(1) Amounts have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected December 15, 2014.
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Rental income
|
$
|
369,571
|
|
|
$
|
319,043
|
|
|
$
|
295,340
|
|
Interest income from real estate notes receivable
|
1,934
|
|
|
2,558
|
|
|
4,304
|
|
|||
Total revenues
|
371,505
|
|
|
321,601
|
|
|
299,644
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Rental
|
113,508
|
|
|
97,316
|
|
|
95,307
|
|
|||
General and administrative
|
24,947
|
|
|
24,448
|
|
|
21,741
|
|
|||
Non-traded REIT
|
—
|
|
|
—
|
|
|
4,340
|
|
|||
Acquisition-related
|
9,545
|
|
|
7,523
|
|
|
8,843
|
|
|||
Depreciation and amortization
|
140,432
|
|
|
121,647
|
|
|
116,418
|
|
|||
Listing
|
—
|
|
|
4,405
|
|
|
22,573
|
|
|||
Total expenses
|
288,432
|
|
|
255,339
|
|
|
269,222
|
|
|||
Income before other income (expense)
|
83,073
|
|
|
66,262
|
|
|
30,422
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense:
|
|
|
|
|
|
||||||
Interest related to derivative financial instruments
|
(5,904
|
)
|
|
(5,314
|
)
|
|
(4,944
|
)
|
|||
Net gain (loss) on change in the fair value of derivative financial instruments
|
(2,870
|
)
|
|
10,796
|
|
|
(7,667
|
)
|
|||
Total interest related to derivative financial instruments, including net change in the fair value of derivative financial instruments
|
(8,774
|
)
|
|
5,482
|
|
|
(12,611
|
)
|
|||
Interest related to debt
|
(51,585
|
)
|
|
(47,102
|
)
|
|
(40,382
|
)
|
|||
Gain on sales of real estate
|
27,894
|
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt, net
|
(4,663
|
)
|
|
—
|
|
|
(1,886
|
)
|
|||
Other income
|
49
|
|
|
42
|
|
|
89
|
|
|||
Net income (loss)
|
$
|
45,994
|
|
|
$
|
24,684
|
|
|
$
|
(24,368
|
)
|
Net income attributable to noncontrolling interests
(1)
|
(623
|
)
|
|
(423
|
)
|
|
(56
|
)
|
|||
Net income (loss) attributable to common stockholders
|
$
|
45,371
|
|
|
$
|
24,261
|
|
|
$
|
(24,424
|
)
|
Earnings (losses) per common share - basic:
(2)
|
|
|
|
|
|
||||||
Net income (loss) attributable to common stockholders
|
$
|
0.38
|
|
|
$
|
0.21
|
|
|
$
|
(0.22
|
)
|
Earnings (losses) per common share - diluted:
(2)
|
|
|
|
|
|
||||||
Net income (loss) attributable to common stockholders
|
$
|
0.37
|
|
|
$
|
0.21
|
|
|
$
|
(0.22
|
)
|
Weighted average number of common shares outstanding:
(2)
|
|
|
|
|
|
||||||
Basic
|
119,904
|
|
|
114,038
|
|
|
111,357
|
|
|||
Diluted
|
121,168
|
|
|
114,970
|
|
|
111,357
|
|
|||
|
|
|
|
|
|
||||||
(1) Includes amounts attributable to redeemable noncontrolling interests.
|
|
|
|
|
|
||||||
(2) Amounts have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected December 15, 2014.
|
|
|
|
Common Stock Issued
(1)
|
|
Par Value
(1)
|
|
Additional Paid-In Capital
(1)
|
|
Cumulative Dividends in Excess of Earnings
|
|
Total Stockholders’ Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
|||||||||||||||||||
|
Common Stock
|
|
Class A
|
|
Class B
|
|||||||||||||||||||||||||||
Balance as of December 31, 2011
|
114,246
|
|
|
—
|
|
|
—
|
|
|
$
|
1,142
|
|
|
$
|
2,033,447
|
|
|
$
|
(467,249
|
)
|
|
$
|
1,567,340
|
|
|
$
|
—
|
|
|
$
|
1,567,340
|
|
Share-based award transactions, net
|
313
|
|
|
166
|
|
|
6
|
|
|
5
|
|
|
6,959
|
|
|
—
|
|
|
6,964
|
|
|
10,444
|
|
|
17,408
|
|
||||||
Issuance of common stock under the DRIP
|
1,681
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
31,899
|
|
|
—
|
|
|
31,916
|
|
|
—
|
|
|
31,916
|
|
||||||
Repurchase and cancellation of common stock
|
(1,535
|
)
|
|
(7,479
|
)
|
|
(72
|
)
|
|
(90
|
)
|
|
(185,396
|
)
|
|
—
|
|
|
(185,486
|
)
|
|
—
|
|
|
(185,486
|
)
|
||||||
Conversion
|
(114,705
|
)
|
|
57,356
|
|
|
57,349
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends ($1.275 per common share)
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(142,044
|
)
|
|
(142,044
|
)
|
|
(115
|
)
|
|
(142,159
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,424
|
)
|
|
(24,424
|
)
|
|
—
|
|
|
(24,424
|
)
|
||||||
Balance as of December 31, 2012
|
—
|
|
|
50,043
|
|
|
57,283
|
|
|
1,074
|
|
|
1,886,909
|
|
|
(633,717
|
)
|
|
1,254,266
|
|
|
10,329
|
|
|
1,264,595
|
|
||||||
Issuance of common stock
|
—
|
|
|
10,937
|
|
|
—
|
|
|
109
|
|
|
239,225
|
|
|
—
|
|
|
239,334
|
|
|
—
|
|
|
239,334
|
|
||||||
Share-based award transactions, net
|
—
|
|
|
211
|
|
|
(8
|
)
|
|
2
|
|
|
2,469
|
|
|
76
|
|
|
2,547
|
|
|
3,177
|
|
|
5,724
|
|
||||||
Repurchase and cancellation of common stock
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(1
|
)
|
|
(521
|
)
|
|
—
|
|
|
(522
|
)
|
|
—
|
|
|
(522
|
)
|
||||||
Conversion
|
—
|
|
|
57,275
|
|
|
(57,275
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends
($1.150 pe
r common share)
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(132,680
|
)
|
|
(132,680
|
)
|
|
(1,304
|
)
|
|
(133,984
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,261
|
|
|
24,261
|
|
|
341
|
|
|
24,602
|
|
||||||
Balance as of December 31, 2013
|
—
|
|
|
118,440
|
|
|
—
|
|
|
1,184
|
|
|
2,128,082
|
|
|
(742,060
|
)
|
|
1,387,206
|
|
|
12,543
|
|
|
1,399,749
|
|
||||||
Issuance of common stock
|
—
|
|
|
6,371
|
|
|
—
|
|
|
64
|
|
|
151,950
|
|
|
—
|
|
|
152,014
|
|
|
—
|
|
|
152,014
|
|
||||||
Issuance of operating partnership units in connection with acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,960
|
|
|
16,960
|
|
||||||
Share-based award transactions, net
|
—
|
|
|
263
|
|
|
—
|
|
|
3
|
|
|
4,380
|
|
|
—
|
|
|
4,383
|
|
|
—
|
|
|
4,383
|
|
||||||
Repurchase and cancellation of common stock
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1,055
|
)
|
|
—
|
|
|
(1,056
|
)
|
|
—
|
|
|
(1,056
|
)
|
||||||
Redemption of noncontrolling interest and other
|
—
|
|
|
61
|
|
|
—
|
|
|
1
|
|
|
(1,425
|
)
|
|
—
|
|
|
(1,424
|
)
|
|
995
|
|
|
(429
|
)
|
||||||
Div
idends ($1.155 per com
mon share)
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139,355
|
)
|
|
(139,355
|
)
|
|
(1,655
|
)
|
|
(141,010
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,371
|
|
|
45,371
|
|
|
439
|
|
|
45,810
|
|
||||||
Balance as of December 31, 2014
|
—
|
|
|
125,087
|
|
|
—
|
|
|
$
|
1,251
|
|
|
$
|
2,281,932
|
|
|
$
|
(836,044
|
)
|
|
$
|
1,447,139
|
|
|
$
|
29,282
|
|
|
$
|
1,476,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(1) Amounts have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected December 15, 2014.
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
45,994
|
|
|
$
|
24,684
|
|
|
$
|
(24,368
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and other
|
137,188
|
|
|
119,904
|
|
|
114,575
|
|
|||
Share-based compensation expense
|
4,383
|
|
|
5,648
|
|
|
17,408
|
|
|||
Bad debt expense
|
312
|
|
|
453
|
|
|
1,064
|
|
|||
Gain on sales of real estate
|
(27,894
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt, net
|
4,663
|
|
|
—
|
|
|
—
|
|
|||
Change in fair value of derivative financial instruments
|
2,870
|
|
|
(10,796
|
)
|
|
7,667
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables and other assets, net
|
(9,252
|
)
|
|
(15,931
|
)
|
|
(4,765
|
)
|
|||
Accounts payable and accrued liabilities
|
12,262
|
|
|
14,789
|
|
|
2,684
|
|
|||
Security deposits, prepaid rent and other liabilities
|
(2,027
|
)
|
|
9,073
|
|
|
2,520
|
|
|||
Net cash provided by operating activities
|
168,499
|
|
|
147,824
|
|
|
116,785
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of real estate operating properties
|
(307,271
|
)
|
|
(340,307
|
)
|
|
(257,386
|
)
|
|||
Acquisition of note receivable
|
(11,924
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sales of real estate
|
78,854
|
|
|
—
|
|
|
—
|
|
|||
Capital expenditures
|
(29,037
|
)
|
|
(25,382
|
)
|
|
(22,909
|
)
|
|||
Collection of real estate notes receivable
|
28,520
|
|
|
—
|
|
|
—
|
|
|||
Issuance of real estate notes receivable
|
—
|
|
|
(8,520
|
)
|
|
—
|
|
|||
Restricted cash, escrow deposits and other assets
|
(18,844
|
)
|
|
(491
|
)
|
|
(4,830
|
)
|
|||
Release of restricted cash
|
—
|
|
|
—
|
|
|
580
|
|
|||
Real estate deposits paid
|
—
|
|
|
—
|
|
|
(3,810
|
)
|
|||
Real estate deposits used
|
—
|
|
|
—
|
|
|
4,810
|
|
|||
Net cash used in investing activities
|
(259,702
|
)
|
|
(374,700
|
)
|
|
(283,545
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from unsecured senior notes
|
297,615
|
|
|
297,558
|
|
|
—
|
|
|||
Borrowings on unsecured revolving credit facility
|
294,000
|
|
|
158,000
|
|
|
360,000
|
|
|||
Payments on unsecured revolving credit facility
|
(313,000
|
)
|
|
(175,000
|
)
|
|
(288,000
|
)
|
|||
Borrowings on unsecured term loans
|
—
|
|
|
—
|
|
|
455,000
|
|
|||
Payments on unsecured term loans
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|||
Payments on secured real estate term loan and mortgage loans
|
(92,236
|
)
|
|
(156,963
|
)
|
|
(128,601
|
)
|
|||
Deferred financing costs
|
(12,112
|
)
|
|
(3,651
|
)
|
|
(6,436
|
)
|
|||
Derivative financial instrument termination payments
|
(1,675
|
)
|
|
(1,195
|
)
|
|
—
|
|
|||
Security deposits
|
(1,025
|
)
|
|
1,225
|
|
|
765
|
|
|||
Proceeds from issuance of common stock, net
|
152,014
|
|
|
240,657
|
|
|
—
|
|
|||
Repurchase and cancellation of common stock
|
(1,056
|
)
|
|
(522
|
)
|
|
(182,602
|
)
|
|||
Payment of offering costs
|
—
|
|
|
—
|
|
|
(2,884
|
)
|
|||
Dividends
|
(137,158
|
)
|
|
(129,360
|
)
|
|
(93,273
|
)
|
|||
Payment on earnout liability
|
—
|
|
|
(92
|
)
|
|
(328
|
)
|
|||
Distributions to noncontrolling interest of limited partners
|
(1,832
|
)
|
|
(1,656
|
)
|
|
(416
|
)
|
|||
Net cash provided by financing activities
|
83,535
|
|
|
229,001
|
|
|
113,225
|
|
|||
Net change in cash and cash equivalents
|
(7,668
|
)
|
|
2,125
|
|
|
(53,535
|
)
|
|||
Cash and cash equivalents - beginning of year
|
18,081
|
|
|
15,956
|
|
|
69,491
|
|
|||
Cash and cash equivalents - end of year
|
$
|
10,413
|
|
|
$
|
18,081
|
|
|
$
|
15,956
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
ASSETS
|
|
|
|
|
||||
Real estate investments:
|
|
|
|
|
||||
Land
|
|
$
|
287,755
|
|
|
$
|
203,001
|
|
Building and improvements
|
|
2,665,777
|
|
|
2,358,071
|
|
||
Lease intangibles
|
|
419,288
|
|
|
411,857
|
|
||
|
|
3,372,820
|
|
|
2,972,929
|
|
||
Accumulated depreciation and amortization
|
|
(549,976
|
)
|
|
(445,938
|
)
|
||
Real estate investments, net ($80,419 and $0 from consolidated VIEs, see Note 2)
|
|
2,822,844
|
|
|
2,526,991
|
|
||
Real estate notes receivable
|
|
—
|
|
|
28,520
|
|
||
Cash and cash equivalents
|
|
10,413
|
|
|
18,081
|
|
||
Restricted cash and escrow deposits
|
|
20,799
|
|
|
18,114
|
|
||
Receivables and other assets, net
|
|
144,106
|
|
|
110,285
|
|
||
Other intangibles, net
|
|
43,488
|
|
|
50,343
|
|
||
Total assets
|
|
$
|
3,041,650
|
|
|
$
|
2,752,334
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Debt
|
|
$
|
1,412,461
|
|
|
$
|
1,214,241
|
|
Accounts payable and accrued liabilities
|
|
101,042
|
|
|
82,893
|
|
||
Derivative financial instruments - interest rate swaps
|
|
2,888
|
|
|
5,053
|
|
||
Security deposits, prepaid rent and other liabilities
|
|
32,687
|
|
|
35,339
|
|
||
Intangible liabilities, net
|
|
12,425
|
|
|
11,797
|
|
||
Total liabilities
|
|
1,561,503
|
|
|
1,349,323
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
|
3,726
|
|
|
1,717
|
|
||
Partners’ Capital:
|
|
|
|
|
||||
Limited partners’ capital, 2,154,942 and 1,526,459 units issued and outstanding as of December 31, 2014 and 2013, respectively
(1)
|
|
29,012
|
|
|
13,818
|
|
||
General partners’ capital, 125,087,268 and 118,440,307 units issued and outstanding as of December 31, 2014 and 2013, respectively
(1)
|
|
1,447,409
|
|
|
1,387,476
|
|
||
Total partners’ capital
|
|
1,476,421
|
|
|
1,401,294
|
|
||
Total liabilities and partners’ capital
|
|
$
|
3,041,650
|
|
|
$
|
2,752,334
|
|
|
|
|
|
|
||||
(1) Amounts have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected December 15, 2014.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Rental income
|
$
|
369,571
|
|
|
$
|
319,043
|
|
|
$
|
295,340
|
|
Interest income from real estate notes receivable
|
1,934
|
|
|
2,558
|
|
|
4,304
|
|
|||
Total revenues
|
371,505
|
|
|
321,601
|
|
|
299,644
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Rental
|
113,508
|
|
|
97,316
|
|
|
95,307
|
|
|||
General and administrative
|
24,947
|
|
|
24,448
|
|
|
21,741
|
|
|||
Non-traded REIT
|
—
|
|
|
—
|
|
|
4,340
|
|
|||
Acquisition-related
|
9,545
|
|
|
7,523
|
|
|
8,843
|
|
|||
Depreciation and amortization
|
140,432
|
|
|
121,647
|
|
|
116,418
|
|
|||
Listing
|
—
|
|
|
4,405
|
|
|
22,573
|
|
|||
Total expenses
|
288,432
|
|
|
255,339
|
|
|
269,222
|
|
|||
Income before other income (expense)
|
83,073
|
|
|
66,262
|
|
|
30,422
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense:
|
|
|
|
|
|
||||||
Interest related to derivative financial instruments
|
(5,904
|
)
|
|
(5,314
|
)
|
|
(4,944
|
)
|
|||
Net gain (loss) on change in the fair value of derivative financial instruments
|
(2,870
|
)
|
|
10,796
|
|
|
(7,667
|
)
|
|||
Total interest related to derivative financial instruments, including net change in the fair value of derivative financial instruments
|
(8,774
|
)
|
|
5,482
|
|
|
(12,611
|
)
|
|||
Interest related to debt
|
(51,585
|
)
|
|
(47,102
|
)
|
|
(40,382
|
)
|
|||
Gain on sales of real estate
|
27,894
|
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt, net
|
(4,663
|
)
|
|
—
|
|
|
(1,886
|
)
|
|||
Other income
|
49
|
|
|
42
|
|
|
89
|
|
|||
Net income (loss)
|
$
|
45,994
|
|
|
$
|
24,684
|
|
|
$
|
(24,368
|
)
|
Net income attributable to noncontrolling interests
(1)
|
(133
|
)
|
|
(51
|
)
|
|
(40
|
)
|
|||
Net income (loss) attributable to common unitholders
|
$
|
45,861
|
|
|
$
|
24,633
|
|
|
$
|
(24,408
|
)
|
Earnings (losses) per common unit - basic:
(2)
|
|
|
|
|
|
||||||
Net income (loss) attributable to common unitholders
|
$
|
0.38
|
|
|
$
|
0.21
|
|
|
$
|
(0.22
|
)
|
Earnings (losses) per common unit - diluted:
(2)
|
|
|
|
|
|
||||||
Net income (loss) attributable to common unitholders
|
$
|
0.38
|
|
|
$
|
0.21
|
|
|
$
|
(0.22
|
)
|
Weighted average number of common units outstanding:
(2)
|
|
|
|
|
|
||||||
Basic
|
121,340
|
|
|
115,565
|
|
|
112,341
|
|
|||
Diluted
|
121,340
|
|
|
115,565
|
|
|
112,341
|
|
|||
|
|
|
|
|
|
||||||
(1) Includes amounts attributable to redeemable noncontrolling interests.
|
|
|
|
|
|
||||||
(2) Amounts have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected December 15, 2014.
|
|
|
|
General Partners’ Capital
|
|
Limited Partners’ Capital
|
|
Total Partners’ Capital
|
||||||||||||
|
Units
(1)
|
|
Amount
|
|
Units
(1)
|
|
Amount
|
|
|||||||||
Balance as of December 31, 2011
|
114,246
|
|
|
$
|
1,567,510
|
|
|
78
|
|
|
$
|
1,417
|
|
|
$
|
1,568,927
|
|
Issuance of units under the DRIP
|
1,681
|
|
|
31,916
|
|
|
—
|
|
|
—
|
|
|
31,916
|
|
|||
Redemptions of general partner units
|
(9,086
|
)
|
|
(185,486
|
)
|
|
—
|
|
|
—
|
|
|
(185,486
|
)
|
|||
Share-based award transactions, net
|
485
|
|
|
6,964
|
|
|
1,450
|
|
|
10,444
|
|
|
17,408
|
|
|||
Distributions ($1.275 per common unit)
(1)
|
—
|
|
|
(141,944
|
)
|
|
—
|
|
|
(214
|
)
|
|
(142,158
|
)
|
|||
Net income (loss) attributable to common unitholders
|
—
|
|
|
(24,424
|
)
|
|
—
|
|
|
16
|
|
|
(24,408
|
)
|
|||
Balance as of December 31, 2012
|
107,326
|
|
|
1,254,536
|
|
|
1,528
|
|
|
11,663
|
|
|
1,266,199
|
|
|||
Issuance of general partner units
|
10,937
|
|
|
239,334
|
|
|
—
|
|
|
—
|
|
|
239,334
|
|
|||
Share-based award transactions, net
|
203
|
|
|
2,547
|
|
|
(1
|
)
|
|
3,177
|
|
|
5,724
|
|
|||
Redemptions of general partner units
|
(26
|
)
|
|
(522
|
)
|
|
—
|
|
|
—
|
|
|
(522
|
)
|
|||
Distributions ($1.150 per common unit)
(1)
|
—
|
|
|
(132,680
|
)
|
|
—
|
|
|
(1,394
|
)
|
|
(134,074
|
)
|
|||
Net income attributable to common unitholders
|
—
|
|
|
24,261
|
|
|
—
|
|
|
372
|
|
|
24,633
|
|
|||
Balance as of December 31, 2013
|
118,440
|
|
|
1,387,476
|
|
|
1,527
|
|
|
13,818
|
|
|
1,401,294
|
|
|||
Issuance of general partner units
|
6,371
|
|
|
152,014
|
|
|
—
|
|
|
—
|
|
|
152,014
|
|
|||
Issuance of limited partner units in connection with acquisitions
|
—
|
|
|
—
|
|
|
692
|
|
|
16,960
|
|
|
16,960
|
|
|||
Share-based award transactions, net
|
263
|
|
|
4,383
|
|
|
(3
|
)
|
|
—
|
|
|
4,383
|
|
|||
Redemptions of general partner units
|
(48
|
)
|
|
(1,056
|
)
|
|
—
|
|
|
—
|
|
|
(1,056
|
)
|
|||
Redemption of limited partner units and other
|
61
|
|
|
(1,424
|
)
|
|
(61
|
)
|
|
(601
|
)
|
|
(2,025
|
)
|
|||
Distributions ($1.155 per common unit)
(1)
|
—
|
|
|
(139,355
|
)
|
|
—
|
|
|
(1,655
|
)
|
|
(141,010
|
)
|
|||
Net income attributable to common unitholders
|
—
|
|
|
45,371
|
|
|
—
|
|
|
490
|
|
|
45,861
|
|
|||
Balance as of December 31, 2014
|
125,087
|
|
|
$
|
1,447,409
|
|
|
2,155
|
|
|
$
|
29,012
|
|
|
$
|
1,476,421
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(1) Amounts have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected December 15, 2014.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
45,994
|
|
|
$
|
24,684
|
|
|
$
|
(24,368
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and other
|
137,188
|
|
|
119,904
|
|
|
114,575
|
|
|||
Share-based compensation expense
|
4,383
|
|
|
5,648
|
|
|
17,408
|
|
|||
Bad debt expense
|
312
|
|
|
453
|
|
|
1,064
|
|
|||
Gain on sales of real estate
|
(27,894
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt, net
|
4,663
|
|
|
—
|
|
|
—
|
|
|||
Change in fair value of derivative financial instruments
|
2,870
|
|
|
(10,796
|
)
|
|
7,667
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables and other assets, net
|
(9,252
|
)
|
|
(15,931
|
)
|
|
(4,765
|
)
|
|||
Accounts payable and accrued liabilities
|
12,262
|
|
|
14,789
|
|
|
2,684
|
|
|||
Security deposits, prepaid rent and other liabilities
|
(2,027
|
)
|
|
9,073
|
|
|
2,520
|
|
|||
Net cash provided by operating activities
|
168,499
|
|
|
147,824
|
|
|
116,785
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of real estate operating properties
|
(307,271
|
)
|
|
(340,307
|
)
|
|
(257,386
|
)
|
|||
Acquisition of note receivable
|
(11,924
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sales of real estate
|
78,854
|
|
|
—
|
|
|
—
|
|
|||
Capital expenditures
|
(29,037
|
)
|
|
(25,382
|
)
|
|
(22,909
|
)
|
|||
Collection of real estate notes receivable
|
28,520
|
|
|
—
|
|
|
—
|
|
|||
Issuance of real estate notes receivable
|
—
|
|
|
(8,520
|
)
|
|
—
|
|
|||
Restricted cash, escrow deposits and other assets
|
(18,844
|
)
|
|
(491
|
)
|
|
(4,830
|
)
|
|||
Release of restricted cash
|
—
|
|
|
—
|
|
|
580
|
|
|||
Real estate deposits paid
|
—
|
|
|
—
|
|
|
(3,810
|
)
|
|||
Real estate deposits used
|
—
|
|
|
—
|
|
|
4,810
|
|
|||
Net cash used in investing activities
|
(259,702
|
)
|
|
(374,700
|
)
|
|
(283,545
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from unsecured senior notes
|
297,615
|
|
|
297,558
|
|
|
—
|
|
|||
Borrowings on unsecured revolving credit facility
|
294,000
|
|
|
158,000
|
|
|
360,000
|
|
|||
Payments on unsecured revolving credit facility
|
(313,000
|
)
|
|
(175,000
|
)
|
|
(288,000
|
)
|
|||
Borrowings on unsecured term loans
|
—
|
|
|
—
|
|
|
455,000
|
|
|||
Payments on unsecured term loans
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|||
Payments on secured real estate term loan and mortgage loans
|
(92,236
|
)
|
|
(156,963
|
)
|
|
(128,601
|
)
|
|||
Deferred financing costs
|
(12,112
|
)
|
|
(3,651
|
)
|
|
(6,436
|
)
|
|||
Derivative financial instrument termination payments
|
(1,675
|
)
|
|
(1,195
|
)
|
|
—
|
|
|||
Security deposits
|
(1,025
|
)
|
|
1,225
|
|
|
765
|
|
|||
Proceeds from issuance of general partner units, net
|
152,014
|
|
|
240,657
|
|
|
—
|
|
|||
Repurchase and cancellation of general partner units
|
(1,056
|
)
|
|
(522
|
)
|
|
(182,602
|
)
|
|||
Payment of offering costs
|
—
|
|
|
—
|
|
|
(2,884
|
)
|
|||
Distributions to general partner
|
(137,158
|
)
|
|
(129,360
|
)
|
|
(93,273
|
)
|
|||
Payment on earnout liability
|
—
|
|
|
(92
|
)
|
|
(328
|
)
|
|||
Distributions to limited partners and redeemable noncontrolling interests
|
(1,832
|
)
|
|
(1,656
|
)
|
|
(416
|
)
|
|||
Net cash provided by financing activities
|
83,535
|
|
|
229,001
|
|
|
113,225
|
|
|||
Net change in cash and cash equivalents
|
(7,668
|
)
|
|
2,125
|
|
|
(53,535
|
)
|
|||
Cash and cash equivalents - beginning of year
|
18,081
|
|
|
15,956
|
|
|
69,491
|
|
|||
Cash and cash equivalents - end of year
|
$
|
10,413
|
|
|
$
|
18,081
|
|
|
$
|
15,956
|
|
2014 Acquisitions
|
|
Total
|
||
Land
|
|
$
|
85,442
|
|
Building and improvements
|
|
325,290
|
|
|
Below market leasehold interests, net
|
|
1,625
|
|
|
Above market leases
|
|
2,325
|
|
|
In place leases
|
|
31,437
|
|
|
Below market leases
|
|
(2,218
|
)
|
|
Above market debt, net
|
|
(3,766
|
)
|
|
Net assets acquired
|
|
440,135
|
|
|
Other, net
|
|
(605
|
)
|
|
Aggregate purchase price
|
|
$
|
439,530
|
|
•
|
In
June 2014
, we acquired a portfolio of MOBs located in Boston, Massachusetts; Miami, Florida; and Baltimore, Maryland, for an aggregate purchase price of
$200.0 million
.
|
•
|
In
June 2014
, we acquired a MOB located in Raleigh, North Carolina for
$11.5 million
.
|
•
|
In
August 2014
, we acquired a portfolio of MOBs located in White Plains, New York for
$64.0 million
.
|
•
|
In
August 2014
, we acquired a MOB located in Charleston, South Carolina for
$24.8 million
.
|
•
|
In
September 2014
, we acquired a MOB located in Tampa, Florida for
$17.3 million
.
|
•
|
In
November 2014
, we acquired a MOB located in Honolulu, Hawaii for
$17.3 million
.
|
•
|
In
December 2014
, we acquired a MOB located in Charleston, South Carolina for
$9.4 million
.
|
•
|
In
December 2014
, we acquired a portfolio of MOBs located in Denver, Colorado for
$36.6 million
.
|
•
|
In
December 2014
, we acquired a MOB located in White Plains, New York for
$28.8 million
.
|
•
|
In
December 2014
, we acquired a MOB located in Honolulu, Hawaii for
$30.0 million
.
|
2013 Acquisitions
|
|
Total
|
||
Land
|
|
$
|
16,192
|
|
Building and improvements
|
|
292,037
|
|
|
Below market leasehold interests
|
|
10,317
|
|
|
Above market leases
|
|
2,999
|
|
|
In place leases
|
|
52,845
|
|
|
Tenant relationships
|
|
25,119
|
|
|
Below market leases
|
|
(2,104
|
)
|
|
Above market debt
|
|
(694
|
)
|
|
Interest rate swap
|
|
(2,600
|
)
|
|
Net assets acquired
|
|
394,111
|
|
|
Other, net
|
|
3,715
|
|
|
Aggregate purchase price
|
|
$
|
397,826
|
|
|
2014 Acquisitions
|
|
2013 Acquisitions
|
|
2012 Acquisitions
|
||||||
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
Revenues
|
$
|
15,528
|
|
|
$
|
15,361
|
|
|
$
|
26,717
|
|
Net income
|
3,161
|
|
|
206
|
|
|
7,537
|
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Revenues
|
$
|
351,515
|
|
|
$
|
344,919
|
|
Net income (loss) attributable to common stockholders
|
28,017
|
|
|
(25,294
|
)
|
||
|
|
|
|
||||
Net income (loss) per share attributable to common stockholders - basic
(1)
|
$
|
0.24
|
|
|
$
|
(0.21
|
)
|
Net income (loss) per share attributable to common stockholders - diluted
(1)
|
0.23
|
|
|
(0.21
|
)
|
||
|
|
|
|
||||
(1) Amounts have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected December 15, 2014.
|
|
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Revenues
|
$
|
351,515
|
|
|
$
|
344,919
|
|
Net income (loss) attributable to common unitholders
|
28,389
|
|
|
(25,278
|
)
|
||
|
|
|
|
||||
Net income (loss) per unit attributable to common unitholders - basic
(1)
|
$
|
0.24
|
|
|
$
|
(0.21
|
)
|
Net income (loss) per unit attributable to common unitholders - diluted
(1)
|
0.24
|
|
|
(0.21
|
)
|
||
|
|
|
|
||||
(1) Amounts have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected December 15, 2014.
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
|
|
||||||||
|
Balance
|
|
Weighted Average Remaining Amortization Period in Years
|
|
Balance
|
|
Weighted Average Remaining Amortization Period in Years
|
|
Balance Sheet Classification
|
||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||
In place leases
|
$
|
231,370
|
|
|
8.8
|
|
$
|
213,338
|
|
|
8.8
|
|
Lease intangibles
|
Tenant relationships
|
187,918
|
|
|
10.3
|
|
198,519
|
|
|
10.5
|
|
Lease intangibles
|
||
Above market leases
|
26,676
|
|
|
5.5
|
|
26,799
|
|
|
6.3
|
|
Other intangibles, net
|
||
Below market leasehold interests
|
32,950
|
|
|
67.3
|
|
37,640
|
|
|
68.9
|
|
Other intangibles, net
|
||
|
478,914
|
|
|
|
|
476,296
|
|
|
|
|
|
||
Accumulated amortization
|
(182,149
|
)
|
|
|
|
(151,860
|
)
|
|
|
|
|
||
Total
|
$
|
296,765
|
|
|
15.2
|
|
$
|
324,436
|
|
|
15.9
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||
Below market leases
|
$
|
14,188
|
|
|
11.5
|
|
$
|
13,989
|
|
|
12.4
|
|
Intangible liabilities, net
|
Above market leasehold interests
|
3,857
|
|
|
32.1
|
|
3,827
|
|
|
33.1
|
|
Intangible liabilities, net
|
||
|
18,045
|
|
|
|
|
17,816
|
|
|
|
|
|
||
Accumulated amortization
|
(5,620
|
)
|
|
|
|
(6,019
|
)
|
|
|
|
|
||
Total
|
$
|
12,425
|
|
|
17.1
|
|
$
|
11,797
|
|
|
18.4
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Amortization recorded against rental income related to above or below market leases
|
$
|
2,096
|
|
|
$
|
1,772
|
|
|
$
|
1,682
|
|
Rental expense related to above or below market leasehold interests
|
457
|
|
|
346
|
|
|
521
|
|
|||
Amortization expense related to in place leases and tenant relationships
|
48,465
|
|
|
42,878
|
|
|
41,991
|
|
Year
|
|
Assets
|
|
Liabilities
|
||||
2015
|
|
$
|
48,513
|
|
|
$
|
1,590
|
|
2016
|
|
42,117
|
|
|
1,359
|
|
||
2017
|
|
35,799
|
|
|
1,071
|
|
||
2018
|
|
29,575
|
|
|
1,002
|
|
||
2019
|
|
25,325
|
|
|
902
|
|
||
Thereafter
|
|
115,436
|
|
|
6,501
|
|
||
Total
|
|
$
|
296,765
|
|
|
$
|
12,425
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Accounts receivables, net
|
$
|
16,468
|
|
|
$
|
16,254
|
|
Other receivables
|
10,639
|
|
|
9,767
|
|
||
Deferred financing costs, net
|
16,929
|
|
|
10,921
|
|
||
Deferred leasing costs, net
|
17,281
|
|
|
13,500
|
|
||
Straight-line rent receivables, net
|
56,433
|
|
|
47,317
|
|
||
Prepaid expenses, deposits, equipment and other, net
|
24,642
|
|
|
7,453
|
|
||
Derivative financial instruments - interest rate swaps
|
1,714
|
|
|
5,073
|
|
||
Total
|
$
|
144,106
|
|
|
$
|
110,285
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Amortization expense related to deferred leasing costs
|
$
|
3,319
|
|
|
$
|
2,654
|
|
|
$
|
1,868
|
|
Interest expense related to deferred financing costs
|
3,891
|
|
|
3,891
|
|
|
3,915
|
|
Year
|
|
Amount
|
||
2015
|
|
$
|
6,716
|
|
2016
|
|
6,253
|
|
|
2017
|
|
5,635
|
|
|
2018
|
|
4,723
|
|
|
2019
|
|
4,212
|
|
|
Thereafter
|
|
6,671
|
|
|
Total
|
|
$
|
34,210
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Unsecured revolving credit facility
|
|
$
|
36,000
|
|
|
$
|
55,000
|
|
Unsecured term loans
|
|
355,000
|
|
|
455,000
|
|
||
Unsecured senior notes
|
|
600,000
|
|
|
300,000
|
|
||
Fixed rate mortgages
|
|
392,399
|
|
|
373,751
|
|
||
Variable rate mortgages
|
|
29,474
|
|
|
29,925
|
|
||
|
|
1,412,873
|
|
|
1,213,676
|
|
||
Net premium (discount)
|
|
(412
|
)
|
|
565
|
|
||
Total
|
|
$
|
1,412,461
|
|
|
$
|
1,214,241
|
|
Year
|
|
Amount
|
||
2015
|
|
$
|
73,857
|
|
2016
|
|
70,050
|
|
|
2017
|
|
117,046
|
|
|
2018
|
|
14,879
|
|
|
2019
|
|
364,818
|
|
|
Thereafter
|
|
772,223
|
|
|
Total
|
|
$
|
1,412,873
|
|
Notional Amount
|
|
Index
|
|
Rate
|
|
Fair Value
|
|
Instrument
|
|
Maturity
|
|||||
$
|
100,000
|
|
|
LIBOR
|
|
0.86
|
%
|
|
$
|
(443
|
)
|
|
Swap
|
|
6/15/2016
|
50,000
|
|
|
LIBOR
|
|
1.39
|
|
|
317
|
|
|
Swap
|
|
7/17/2019
|
||
105,000
|
|
|
LIBOR
|
|
1.24
|
|
|
1,397
|
|
|
Swap
|
|
7/17/2019
|
||
26,874
|
|
|
LIBOR
|
|
4.98
|
|
|
(2,445
|
)
|
|
Swap
|
|
5/1/2020
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
Derivatives Not Designated as Hedging Instruments:
|
|
Balance Sheet
Location
|
|
December 31, 2014
|
|
December 31, 2013
|
|
Balance Sheet
Location
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||
Interest rate swaps
|
|
Receivables and other assets
|
|
$
|
1,714
|
|
|
$
|
5,073
|
|
|
Derivative financial instruments
|
|
$
|
2,888
|
|
|
$
|
5,053
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Gross Amounts
|
|
Amounts Subject to Enforceable Master Netting Arrangements
|
|
Net Amounts
|
|
Gross Amounts
|
|
Amounts Subject to Enforceable Master Netting Arrangements
|
|
Net Amounts
|
||||||||||||
Asset derivatives
|
$
|
1,714
|
|
|
$
|
—
|
|
|
$
|
1,714
|
|
|
$
|
5,073
|
|
|
$
|
(2,078
|
)
|
|
$
|
2,995
|
|
Liability derivatives
|
2,888
|
|
|
—
|
|
|
2,888
|
|
|
5,053
|
|
|
(2,078
|
)
|
|
2,975
|
|
Year
|
|
Amount
|
||
2015
|
|
$
|
4,826
|
|
2016
|
|
4,816
|
|
|
2017
|
|
4,914
|
|
|
2018
|
|
4,919
|
|
|
2019
|
|
4,969
|
|
|
Thereafter
|
|
303,097
|
|
|
Total
|
|
$
|
327,541
|
|
|
LTIP Units
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Balance as of December 31, 2013
|
258,250
|
|
|
$
|
18.86
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(30,240
|
)
|
|
11.07
|
|
|
Forfeited
|
(3,010
|
)
|
|
11.24
|
|
|
Balance as of December 31, 2014
|
225,000
|
|
|
$
|
20.00
|
|
|
Restricted Common Stock
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Balance as of December 31, 2013
|
320,500
|
|
|
$
|
20.68
|
|
Granted
|
292,100
|
|
|
21.08
|
|
|
Vested
|
(120,500
|
)
|
|
20.93
|
|
|
Forfeited
|
(29,050
|
)
|
|
20.28
|
|
|
Balance as of December 31, 2014
|
463,050
|
|
|
$
|
20.90
|
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1 )
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
1,714
|
|
|
$
|
—
|
|
|
$
|
1,714
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
2,888
|
|
|
$
|
—
|
|
|
$
|
2,888
|
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1 )
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
5,073
|
|
|
$
|
—
|
|
|
$
|
5,073
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
5,053
|
|
|
$
|
—
|
|
|
$
|
5,053
|
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Fair Value Level
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Real estate notes receivable
|
2
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,520
|
|
|
$
|
28,520
|
|
Debt
|
2
|
|
1,412,461
|
|
|
1,447,432
|
|
|
1,214,241
|
|
|
1,237,699
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
45,994
|
|
|
$
|
24,684
|
|
|
$
|
(24,368
|
)
|
Net income attributable to noncontrolling interests
|
(133
|
)
|
|
(51
|
)
|
|
(40
|
)
|
|||
Net income (loss) attributable to common unitholders
|
$
|
45,861
|
|
|
$
|
24,633
|
|
|
$
|
(24,408
|
)
|
Denominator:
(1)
|
|
|
|
|
|
||||||
Weighted average number of units outstanding - basic
|
121,340
|
|
|
115,565
|
|
|
112,341
|
|
|||
Dilutive units
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average number of units outstanding - diluted
|
121,340
|
|
|
115,565
|
|
|
112,341
|
|
|||
Earnings (losses) per common unit - basic:
(1)
|
|
|
|
|
|
||||||
Net income (loss) attributable to common unitholders
|
$
|
0.38
|
|
|
$
|
0.21
|
|
|
$
|
(0.22
|
)
|
Earnings (losses) per common unit - diluted:
(1)
|
|
|
|
|
|
||||||
Net income (loss) attributable to common unitholders
|
$
|
0.38
|
|
|
$
|
0.21
|
|
|
$
|
(0.22
|
)
|
|
|
|
|
|
|
||||||
(1) Amounts have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected December 15, 2014.
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Interest paid
|
$
|
42,666
|
|
|
$
|
41,460
|
|
|
$
|
38,560
|
|
Income taxes paid
|
889
|
|
|
669
|
|
|
1,090
|
|
|||
|
|
|
|
|
|
||||||
Supplemental Disclosure of Noncash Activities:
|
|
|
|
|
|
||||||
Investing Activities:
|
|
|
|
|
|
||||||
Accrued capital expenditures
|
$
|
3,853
|
|
|
$
|
1,783
|
|
|
$
|
1,575
|
|
Note receivable included in the consideration of an acquisition
|
11,924
|
|
|
—
|
|
|
37,264
|
|
|||
The following represents the significant increase (decrease) in certain assets and liabilities in connection with our acquisitions:
|
|
|
|
|
|
||||||
Debt and interest rate swaps
|
$
|
103,980
|
|
|
$
|
55,977
|
|
|
$
|
—
|
|
Financing Activities:
|
|
|
|
|
|
||||||
Issuances under DRIP
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,916
|
|
Dividend distributions declared, but not paid
|
36,275
|
|
|
34,177
|
|
|
30,959
|
|
|||
Issuance of operating partnership units in connection with acquisitions
|
16,960
|
|
|
—
|
|
|
—
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Ordinary income
|
|
59.31
|
%
|
|
62.02
|
%
|
|
46.93
|
%
|
Return of capital
|
|
40.69
|
|
|
37.83
|
|
|
53.07
|
|
Capital gain
|
|
0.00
|
|
|
0.15
|
|
|
0.00
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Year
|
|
Amount
|
||
2015
|
|
$
|
306,490
|
|
2016
|
|
289,901
|
|
|
2017
|
|
263,335
|
|
|
2018
|
|
227,272
|
|
|
2019
|
|
201,748
|
|
|
Thereafter
|
|
827,474
|
|
|
Total
|
|
$
|
2,116,220
|
|
|
|
Quarter Ended
(1)(2)
|
|
||||||||||||||
2013
|
|
March 31
|
|
June 30
(3)
|
|
September 30
|
|
December 31
|
|
||||||||
Revenues
|
|
$
|
76,861
|
|
|
$
|
77,624
|
|
|
$
|
82,984
|
|
|
$
|
84,132
|
|
|
Net income
|
|
1,384
|
|
|
14,233
|
|
|
5,005
|
|
|
4,062
|
|
|
||||
Net income attributable to common stockholders
|
|
1,351
|
|
|
14,025
|
|
|
4,823
|
|
|
4,062
|
|
|
||||
Earnings per common share - basic:
(4)
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common stockholders
|
|
$
|
0.01
|
|
|
$
|
0.12
|
|
|
$
|
0.04
|
|
|
$
|
0.03
|
|
|
Earnings per common share - diluted:
(4)
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common stockholders
|
|
$
|
0.01
|
|
|
$
|
0.12
|
|
|
$
|
0.04
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.
|
|||||||||||||||||
(2) The quarterly amounts differ from the previously reported amounts in our Annual Report on Form 10-K for the year ended December 31, 2013 as a result of discontinued operations of one property classified as held for sale during 2013 that was reclassified to continuing operations during 2014.
|
|||||||||||||||||
(3) The increase in net income related to the gains on derivative financial instruments.
|
|||||||||||||||||
(4) Amounts have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected December 15, 2014.
|
|
Balance at
Beginning
of Period
|
|
Charged to
Expenses
|
|
Adjustments
to Valuation
Accounts
|
|
Deductions
|
|
Balance at
End of Period
|
||||||||||
2014 - Allowance for doubtful accounts
|
$
|
2,121
|
|
|
$
|
312
|
|
|
$
|
—
|
|
|
$
|
(416
|
)
|
|
$
|
2,017
|
|
2013 - Allowance for doubtful accounts
|
2,168
|
|
|
453
|
|
|
—
|
|
|
(500
|
)
|
|
2,121
|
|
|||||
2012 - Allowance for doubtful accounts
|
1,498
|
|
|
1,064
|
|
|
—
|
|
|
(394
|
)
|
|
2,168
|
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized
Subsequent
to
Acquisition
(a)
|
|
Gross Amount at Which
Carried at Close of Period
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
Encumbrances
|
|
Land
|
|
Buildings,
Improvements and
Fixtures
|
|
|
Land
|
|
Buildings,
Improvements and
Fixtures
|
|
Total (c)
|
|
Accumulated
Depreciation(f)
|
|
Date of Construction
|
|
Date
Acquired
|
|
Life on Which Building Depreciation in Income Statement is Computed (h)
|
|||||||||||||||||
Phoenix Med Center
|
Glendale, AZ
|
$
|
2,011
|
|
|
$
|
453
|
|
|
$
|
2,768
|
|
|
$
|
352
|
|
|
$
|
453
|
|
|
$
|
3,120
|
|
|
$
|
3,573
|
|
|
$
|
(551
|
)
|
|
1989
|
|
2011
|
|
39
|
Thunderbird MOP
|
Glendale, AZ
|
12,926
|
|
|
3,842
|
|
|
19,679
|
|
|
3,221
|
|
|
3,842
|
|
|
22,900
|
|
|
26,742
|
|
|
(6,524
|
)
|
|
1976 - 1987
|
|
2007
|
|
39
|
||||||||
Peoria MOB
|
Peoria, AZ
|
4,074
|
|
|
605
|
|
|
4,394
|
|
|
279
|
|
|
605
|
|
|
4,673
|
|
|
5,278
|
|
|
(834
|
)
|
|
2000
|
|
2010
|
|
39
|
||||||||
Baptist MC
|
Phoenix, AZ
|
6,941
|
|
|
—
|
|
|
12,637
|
|
|
1,510
|
|
|
—
|
|
|
14,147
|
|
|
14,147
|
|
|
(2,661
|
)
|
|
1973
|
|
2008
|
|
39
|
||||||||
Desert Ridge MOB
|
Phoenix, AZ
|
—
|
|
|
—
|
|
|
27,738
|
|
|
1,294
|
|
|
—
|
|
|
29,032
|
|
|
29,032
|
|
|
(2,915
|
)
|
|
2004 - 2006
|
|
2011
|
|
39
|
||||||||
Estrella Med Center
|
Phoenix, AZ
|
19,611
|
|
|
—
|
|
|
24,703
|
|
|
1,188
|
|
|
—
|
|
|
25,891
|
|
|
25,891
|
|
|
(3,901
|
)
|
|
2004
|
|
2010
|
|
39
|
||||||||
Sun City Boswell MOBs
|
Sun City, AZ
|
—
|
|
|
—
|
|
|
12,775
|
|
|
2,150
|
|
|
—
|
|
|
14,925
|
|
|
14,925
|
|
|
(3,752
|
)
|
|
1971 - 2001
|
|
2009
|
|
39
|
||||||||
Sun City Boswell West
|
Sun City, AZ
|
—
|
|
|
—
|
|
|
6,610
|
|
|
1,206
|
|
|
—
|
|
|
7,816
|
|
|
7,816
|
|
|
(1,587
|
)
|
|
1992
|
|
2009
|
|
39
|
||||||||
Sun City Webb MP
|
Sun City, AZ
|
—
|
|
|
—
|
|
|
16,188
|
|
|
1,461
|
|
|
—
|
|
|
17,649
|
|
|
17,649
|
|
|
(3,501
|
)
|
|
1997 - 2004
|
|
2009
|
|
39
|
||||||||
Sun City West MOBs
|
Sun City, AZ
|
—
|
|
|
744
|
|
|
13,466
|
|
|
1,176
|
|
|
744
|
|
|
14,642
|
|
|
15,386
|
|
|
(3,598
|
)
|
|
1987 - 2002
|
|
2009
|
|
39
|
||||||||
Gateway Med Plaza
|
Tucson, AZ
|
9,717
|
|
|
—
|
|
|
14,005
|
|
|
(94
|
)
|
|
—
|
|
|
13,911
|
|
|
13,911
|
|
|
(1,779
|
)
|
|
2008
|
|
2010
|
|
39
|
||||||||
Tucson Academy MOP
|
Tucson, AZ
|
—
|
|
|
1,193
|
|
|
6,107
|
|
|
1,158
|
|
|
1,193
|
|
|
7,265
|
|
|
8,458
|
|
|
(1,951
|
)
|
|
1978
|
|
2008
|
|
39
|
||||||||
Tucson Desert Life MOP
|
Tucson, AZ
|
—
|
|
|
1,309
|
|
|
17,572
|
|
|
1,144
|
|
|
1,309
|
|
|
18,716
|
|
|
20,025
|
|
|
(4,753
|
)
|
|
1980 - 1984
|
|
2007
|
|
39
|
||||||||
5995 Plaza Drive
|
Cypress, CA
|
—
|
|
|
5,109
|
|
|
17,961
|
|
|
336
|
|
|
5,109
|
|
|
18,297
|
|
|
23,406
|
|
|
(3,972
|
)
|
|
1986
|
|
2008
|
|
39
|
||||||||
Senior Care El Monte
|
El Monte, CA
|
—
|
|
|
1,534
|
|
|
3,545
|
|
|
(17
|
)
|
|
1,534
|
|
|
3,528
|
|
|
5,062
|
|
|
(686
|
)
|
|
1964
|
|
2008
|
|
39
|
||||||||
Senior Care Lomita
|
Lomita, CA
|
—
|
|
|
1,035
|
|
|
2,083
|
|
|
(8
|
)
|
|
1,035
|
|
|
2,075
|
|
|
3,110
|
|
|
(430
|
)
|
|
1959
|
|
2008
|
|
39
|
||||||||
St. Mary Physician’s Center
|
Long Beach, CA
|
—
|
|
|
1,815
|
|
|
10,242
|
|
|
574
|
|
|
1,815
|
|
|
10,816
|
|
|
12,631
|
|
|
(2,225
|
)
|
|
1992
|
|
2007
|
|
39
|
||||||||
San Luis Obispo MOB
|
San Luis Obispo, CA
|
—
|
|
|
—
|
|
|
11,900
|
|
|
2,339
|
|
|
—
|
|
|
14,239
|
|
|
14,239
|
|
|
(2,042
|
)
|
|
2009
|
|
2010
|
|
39
|
||||||||
Hampden Place MOB
|
Englewood, CO
|
—
|
|
|
3,032
|
|
|
12,553
|
|
|
59
|
|
|
3,032
|
|
|
12,612
|
|
|
15,644
|
|
|
(2,300
|
)
|
|
2004
|
|
2009
|
|
39
|
||||||||
Highlands Ranch MOP
|
Highlands Ranch, CO
|
—
|
|
|
2,240
|
|
|
10,426
|
|
|
2,182
|
|
|
2,240
|
|
|
12,608
|
|
|
14,848
|
|
|
(3,191
|
)
|
|
1983 - 1985
|
|
2007
|
|
39
|
||||||||
Lone Tree Medical Office Buildings
|
Lone Tree, CO
|
—
|
|
|
3,736
|
|
|
29,546
|
|
|
—
|
|
|
3,736
|
|
|
29,546
|
|
|
33,282
|
|
|
—
|
|
|
2004-2008
|
|
2014
|
|
38
|
||||||||
Lincoln Medical Center
|
Parker, CO
|
—
|
|
|
5,142
|
|
|
28,638
|
|
|
141
|
|
|
5,142
|
|
|
28,779
|
|
|
33,921
|
|
|
(1,440
|
)
|
|
2008
|
|
2013
|
|
39
|
||||||||
Brandon MOP
|
Brandon, FL
|
—
|
|
|
901
|
|
|
6,946
|
|
|
547
|
|
|
901
|
|
|
7,493
|
|
|
8,394
|
|
|
(1,794
|
)
|
|
1997
|
|
2008
|
|
39
|
||||||||
McMullen MOB
|
Clearwater, FL
|
—
|
|
|
3,470
|
|
|
12,621
|
|
|
—
|
|
|
3,470
|
|
|
12,621
|
|
|
16,091
|
|
|
(166
|
)
|
|
2009
|
|
2014
|
|
39
|
||||||||
Orlando Rehab Hospital
|
Edgewood, FL
|
—
|
|
|
2,600
|
|
|
20,256
|
|
|
3,000
|
|
|
2,600
|
|
|
23,256
|
|
|
25,856
|
|
|
(2,513
|
)
|
|
2007
|
|
2010
|
|
39
|
||||||||
Palmetto MOB
|
Hialeah, FL
|
5,765
|
|
|
—
|
|
|
15,512
|
|
|
302
|
|
|
—
|
|
|
15,814
|
|
|
15,814
|
|
|
(1,190
|
)
|
|
1980
|
|
2013
|
|
39
|
||||||||
East FL Senior Jacksonville
|
Jacksonville, FL
|
—
|
|
|
4,291
|
|
|
9,220
|
|
|
—
|
|
|
4,291
|
|
|
9,220
|
|
|
13,511
|
|
|
(3,014
|
)
|
|
1985
|
|
2007
|
|
39
|
||||||||
King Street MOB
|
Jacksonville, FL
|
5,362
|
|
|
—
|
|
|
7,232
|
|
|
(70
|
)
|
|
—
|
|
|
7,162
|
|
|
7,162
|
|
|
(1,131
|
)
|
|
2007
|
|
2010
|
|
39
|
||||||||
Jupiter MP
|
Jupiter, FL
|
—
|
|
|
1,204
|
|
|
11,778
|
|
|
206
|
|
|
1,204
|
|
|
11,984
|
|
|
13,188
|
|
|
(493
|
)
|
|
1996 - 1997
|
|
2013
|
|
39
|
||||||||
Central FL SC
|
Lakeland, FL
|
—
|
|
|
768
|
|
|
3,002
|
|
|
302
|
|
|
768
|
|
|
3,304
|
|
|
4,072
|
|
|
(706
|
)
|
|
1995
|
|
2008
|
|
39
|
||||||||
Vista Pro Center MOP
|
Lakeland, FL
|
—
|
|
|
1,082
|
|
|
3,587
|
|
|
367
|
|
|
1,082
|
|
|
3,954
|
|
|
5,036
|
|
|
(947
|
)
|
|
1996 - 1999
|
|
2007 - 2008
|
|
39
|
||||||||
Largo Medical Center
|
Largo, FL
|
29,474
|
|
|
—
|
|
|
51,045
|
|
|
479
|
|
|
—
|
|
|
51,524
|
|
|
51,524
|
|
|
(1,628
|
)
|
|
2009
|
|
2013
|
|
39
|
||||||||
Largo MOP
|
Largo, FL
|
—
|
|
|
729
|
|
|
8,908
|
|
|
499
|
|
|
729
|
|
|
9,407
|
|
|
10,136
|
|
|
(2,178
|
)
|
|
1975 - 1986
|
|
2008
|
|
39
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized Subsequent to Acquisition (a) |
|
Gross Amount at Which
Carried at Close of Period
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Encumbrances
|
|
Land
|
|
Buildings,
Improvements and
Fixtures
|
|
|
Land
|
|
Buildings,
Improvements and
Fixtures
|
|
Total (c)
|
|
Accumulated
Depreciation(f)
|
|
Date of Construction
|
|
Date
Acquired
|
|
Life on Which Building Depreciation in Income Statement is Computed (h)
|
|||||||||
FL Family Medical Center
|
Lauderdale Lakes, FL
|
—
|
|
|
—
|
|
|
4,257
|
|
|
225
|
|
|
—
|
|
|
4,482
|
|
|
4,482
|
|
|
(394
|
)
|
|
1978
|
|
2013
|
|
39
|
Northwest Medical Park
|
Margate, FL
|
—
|
|
|
—
|
|
|
9,525
|
|
|
—
|
|
|
—
|
|
|
9,525
|
|
|
9,525
|
|
|
(367
|
)
|
|
2009
|
|
2013
|
|
39
|
North Shore MOB
|
Miami, FL
|
—
|
|
|
—
|
|
|
4,942
|
|
|
112
|
|
|
—
|
|
|
5,054
|
|
|
5,054
|
|
|
(438
|
)
|
|
1978
|
|
2013
|
|
39
|
Sunset Professional and Kendall MOBs
|
Miami, FL
|
—
|
|
|
11,855
|
|
|
13,633
|
|
|
53
|
|
|
11,855
|
|
|
13,686
|
|
|
25,541
|
|
|
(490
|
)
|
|
1954-2006
|
|
2014
|
|
27
|
Common V MOB
|
Naples, FL
|
9,043
|
|
|
4,173
|
|
|
9,070
|
|
|
219
|
|
|
4,173
|
|
|
9,289
|
|
|
13,462
|
|
|
(2,025
|
)
|
|
1990
|
|
2007
|
|
39
|
Orlando Lake Underhill MOB
|
Orlando, FL
|
—
|
|
|
—
|
|
|
8,515
|
|
|
911
|
|
|
—
|
|
|
9,426
|
|
|
9,426
|
|
|
(1,408
|
)
|
|
2000
|
|
2010
|
|
39
|
Orlando Oviedo MOB
|
Oviedo, FL
|
—
|
|
|
—
|
|
|
5,711
|
|
|
239
|
|
|
—
|
|
|
5,950
|
|
|
5,950
|
|
|
(860
|
)
|
|
1998
|
|
2010
|
|
39
|
Heart & Family Health MOB
|
Port St. Lucie, FL
|
—
|
|
|
686
|
|
|
8,102
|
|
|
—
|
|
|
686
|
|
|
8,102
|
|
|
8,788
|
|
|
(299
|
)
|
|
2008
|
|
2013
|
|
39
|
St. Lucie MC
|
Port St. Lucie, FL
|
—
|
|
|
—
|
|
|
6,127
|
|
|
—
|
|
|
—
|
|
|
6,127
|
|
|
6,127
|
|
|
(255
|
)
|
|
2008
|
|
2013
|
|
39
|
East FL Senior Sunrise
|
Sunrise, FL
|
—
|
|
|
2,947
|
|
|
12,825
|
|
|
1
|
|
|
2,947
|
|
|
12,826
|
|
|
15,773
|
|
|
(3,618
|
)
|
|
1989
|
|
2007
|
|
39
|
Tallahassee Rehab Hospital
|
Tallahassee, FL
|
—
|
|
|
7,142
|
|
|
18,691
|
|
|
2,400
|
|
|
7,142
|
|
|
21,091
|
|
|
28,233
|
|
|
(2,441
|
)
|
|
2007
|
|
2010
|
|
39
|
FL Ortho Institute
|
Temple Terrace, FL
|
—
|
|
|
2,923
|
|
|
17,647
|
|
|
(1
|
)
|
|
2,923
|
|
|
17,646
|
|
|
20,569
|
|
|
(2,336
|
)
|
|
2001 - 2003
|
|
2010
|
|
39
|
Wellington MAP III
|
Wellington, FL
|
7,854
|
|
|
—
|
|
|
10,511
|
|
|
(95
|
)
|
|
—
|
|
|
10,416
|
|
|
10,416
|
|
|
(1,315
|
)
|
|
2006
|
|
2010
|
|
39
|
Victor Farris MOB
|
West Palm Beach, FL
|
11,620
|
|
|
—
|
|
|
23,052
|
|
|
326
|
|
|
—
|
|
|
23,378
|
|
|
23,378
|
|
|
(1,321
|
)
|
|
1988
|
|
2013
|
|
39
|
East FL Senior Winter Park
|
Winter Park, FL
|
—
|
|
|
2,840
|
|
|
12,825
|
|
|
1,104
|
|
|
2,840
|
|
|
13,929
|
|
|
16,769
|
|
|
(3,935
|
)
|
|
1988
|
|
2007
|
|
39
|
Camp Creek Med Center
|
Atlanta, GA
|
—
|
|
|
2,961
|
|
|
19,688
|
|
|
(174
|
)
|
|
2,961
|
|
|
19,514
|
|
|
22,475
|
|
|
(3,571
|
)
|
|
2006 - 2010
|
|
2010 - 2012
|
|
39
|
Augusta Rehab Hospital
|
Augusta, GA
|
—
|
|
|
1,059
|
|
|
20,899
|
|
|
—
|
|
|
1,059
|
|
|
20,899
|
|
|
21,958
|
|
|
(2,507
|
)
|
|
2007
|
|
2010
|
|
39
|
Austell Medical Park
|
Austell, GA
|
—
|
|
|
432
|
|
|
4,057
|
|
|
—
|
|
|
432
|
|
|
4,057
|
|
|
4,489
|
|
|
(248
|
)
|
|
2007
|
|
2013
|
|
39
|
Decatur MP
|
Decatur, GA
|
—
|
|
|
3,166
|
|
|
6,862
|
|
|
353
|
|
|
3,166
|
|
|
7,215
|
|
|
10,381
|
|
|
(1,626
|
)
|
|
1976
|
|
2008
|
|
39
|
Yorktown MC
|
Fayetteville, GA
|
—
|
|
|
2,802
|
|
|
12,502
|
|
|
2,145
|
|
|
2,802
|
|
|
14,647
|
|
|
17,449
|
|
|
(4,047
|
)
|
|
1987
|
|
2007
|
|
39
|
Gwinett MOP
|
Lawrenceville, GA
|
—
|
|
|
1,290
|
|
|
7,246
|
|
|
1,378
|
|
|
1,290
|
|
|
8,624
|
|
|
9,914
|
|
|
(2,185
|
)
|
|
1985
|
|
2007
|
|
39
|
Marietta Health Park
|
Marietta, GA
|
7,200
|
|
|
1,276
|
|
|
12,197
|
|
|
401
|
|
|
1,276
|
|
|
12,598
|
|
|
13,874
|
|
|
(2,986
|
)
|
|
2000
|
|
2008
|
|
39
|
Shakerag MC
|
Peachtree City, GA
|
12,667
|
|
|
743
|
|
|
3,290
|
|
|
1,261
|
|
|
743
|
|
|
4,551
|
|
|
5,294
|
|
|
(1,231
|
)
|
|
1994
|
|
2007
|
|
39
|
Northmeadow Medical Center
|
Roswell, GA
|
—
|
|
|
1,245
|
|
|
9,109
|
|
|
(7
|
)
|
|
1,245
|
|
|
9,102
|
|
|
10,347
|
|
|
(2,039
|
)
|
|
1999
|
|
2007
|
|
39
|
Overlook at Eagle’s Landing
|
Stockbridge, GA
|
5,042
|
|
|
638
|
|
|
6,685
|
|
|
129
|
|
|
638
|
|
|
6,814
|
|
|
7,452
|
|
|
(1,086
|
)
|
|
2004
|
|
2010
|
|
39
|
SouthCrest MOP
|
Stockbridge, GA
|
—
|
|
|
4,260
|
|
|
14,636
|
|
|
1,116
|
|
|
4,260
|
|
|
15,752
|
|
|
20,012
|
|
|
(3,852
|
)
|
|
2005
|
|
2008
|
|
39
|
Honolulu MOB
|
Honolulu, HI
|
15,101
|
|
|
—
|
|
|
27,336
|
|
|
—
|
|
|
—
|
|
|
27,336
|
|
|
27,336
|
|
|
—
|
|
|
1997
|
|
2014
|
|
35
|
Kapolei Medical Park
|
Kapolei, HI
|
—
|
|
|
—
|
|
|
16,253
|
|
|
—
|
|
|
—
|
|
|
16,253
|
|
|
16,253
|
|
|
—
|
|
|
1999
|
|
2014
|
|
35
|
Rush Oak Park MOB
|
Oak Park, IL
|
—
|
|
|
1,096
|
|
|
38,550
|
|
|
—
|
|
|
1,096
|
|
|
38,550
|
|
|
39,646
|
|
|
(3,197
|
)
|
|
2000
|
|
2012
|
|
38
|
Brownsburg MOB
|
Brownsburg, IN
|
—
|
|
|
431
|
|
|
639
|
|
|
173
|
|
|
431
|
|
|
812
|
|
|
1,243
|
|
|
(348
|
)
|
|
1989
|
|
2008
|
|
39
|
Athens SC
|
Crawfordsville, IN
|
—
|
|
|
381
|
|
|
3,575
|
|
|
249
|
|
|
381
|
|
|
3,824
|
|
|
4,205
|
|
|
(967
|
)
|
|
2000
|
|
2007
|
|
39
|
Crawfordsville MOB
|
Crawfordsville, IN
|
4,046
|
|
|
318
|
|
|
1,899
|
|
|
65
|
|
|
318
|
|
|
1,964
|
|
|
2,282
|
|
|
(559
|
)
|
|
1997
|
|
2007
|
|
39
|
Deaconess Clinic Downtown
|
Evansville, IN
|
—
|
|
|
1,748
|
|
|
21,963
|
|
|
61
|
|
|
1,748
|
|
|
22,024
|
|
|
23,772
|
|
|
(3,838
|
)
|
|
1952 - 1967
|
|
2010
|
|
39
|
Deaconess Clinic Westside
|
Evansville, IN
|
19,818
|
|
|
360
|
|
|
3,265
|
|
|
356
|
|
|
360
|
|
|
3,621
|
|
|
3,981
|
|
|
(591
|
)
|
|
2005
|
|
2010
|
|
39
|
Dupont MOB
|
Fort Wayne, IN
|
—
|
|
|
—
|
|
|
8,246
|
|
|
10
|
|
|
—
|
|
|
8,256
|
|
|
8,256
|
|
|
(356
|
)
|
|
2004
|
|
2013
|
|
39
|
Ft. Wayne MOB
|
Fort Wayne, IN
|
—
|
|
|
—
|
|
|
6,579
|
|
|
—
|
|
|
—
|
|
|
6,579
|
|
|
6,579
|
|
|
(954
|
)
|
|
2008
|
|
2009
|
|
39
|
Community MP
|
Indianapolis, IN
|
—
|
|
|
560
|
|
|
3,581
|
|
|
214
|
|
|
560
|
|
|
3,795
|
|
|
4,355
|
|
|
(938
|
)
|
|
1995
|
|
2008
|
|
39
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized Subsequent to Acquisition (a) |
|
Gross Amount at Which
Carried at Close of Period
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Encumbrances
|
|
Land
|
|
Buildings,
Improvements and
Fixtures
|
|
|
Land
|
|
Buildings,
Improvements and
Fixtures
|
|
Total (c)
|
|
Accumulated
Depreciation(f)
|
|
Date of Construction
|
|
Date
Acquired
|
|
Life on Which Building Depreciation in Income Statement is Computed (h)
|
|||||||||
Eagle Highlands MOP
|
Indianapolis, IN
|
—
|
|
|
2,216
|
|
|
11,154
|
|
|
4,281
|
|
|
2,216
|
|
|
15,435
|
|
|
17,651
|
|
|
(3,674
|
)
|
|
1988 - 1989
|
|
2008
|
|
39
|
Epler Parke MOP
|
Indianapolis, IN
|
—
|
|
|
1,556
|
|
|
6,928
|
|
|
116
|
|
|
1,556
|
|
|
7,044
|
|
|
8,600
|
|
|
(1,935
|
)
|
|
2002 - 2003
|
|
2007 - 2008
|
|
39
|
Glendale Prof Plaza
|
Indianapolis, IN
|
—
|
|
|
570
|
|
|
2,739
|
|
|
973
|
|
|
570
|
|
|
3,712
|
|
|
4,282
|
|
|
(1,110
|
)
|
|
1993
|
|
2008
|
|
39
|
MMP Eagle Highlands
|
Indianapolis, IN
|
—
|
|
|
1,044
|
|
|
13,548
|
|
|
2,093
|
|
|
1,044
|
|
|
15,641
|
|
|
16,685
|
|
|
(3,847
|
)
|
|
1993
|
|
2008
|
|
39
|
MMP East
|
Indianapolis, IN
|
—
|
|
|
1,236
|
|
|
9,840
|
|
|
1,805
|
|
|
1,236
|
|
|
11,645
|
|
|
12,881
|
|
|
(3,784
|
)
|
|
1996
|
|
2008
|
|
39
|
MMP North
|
Indianapolis, IN
|
—
|
|
|
1,518
|
|
|
15,460
|
|
|
3,576
|
|
|
1,427
|
|
|
19,127
|
|
|
20,554
|
|
|
(4,304
|
)
|
|
1995
|
|
2008
|
|
39
|
MMP South
|
Indianapolis, IN
|
—
|
|
|
1,127
|
|
|
10,414
|
|
|
1,077
|
|
|
1,127
|
|
|
11,491
|
|
|
12,618
|
|
|
(2,964
|
)
|
|
1994
|
|
2008
|
|
39
|
Southpointe MOP
|
Indianapolis, IN
|
8,666
|
|
|
2,190
|
|
|
7,548
|
|
|
1,774
|
|
|
2,190
|
|
|
9,322
|
|
|
11,512
|
|
|
(2,408
|
)
|
|
1996
|
|
2007
|
|
39
|
Kokomo MOP
|
Kokomo, IN
|
—
|
|
|
1,779
|
|
|
9,614
|
|
|
775
|
|
|
1,779
|
|
|
10,389
|
|
|
12,168
|
|
|
(2,689
|
)
|
|
1992 - 1994
|
|
2007
|
|
39
|
Deaconess Clinic Gateway
|
Newburgh, IN
|
—
|
|
|
—
|
|
|
10,952
|
|
|
(9
|
)
|
|
—
|
|
|
10,943
|
|
|
10,943
|
|
|
(1,650
|
)
|
|
2006
|
|
2010
|
|
39
|
Zionsville MC
|
Zionsville, IN
|
—
|
|
|
655
|
|
|
2,877
|
|
|
557
|
|
|
664
|
|
|
3,425
|
|
|
4,089
|
|
|
(936
|
)
|
|
1992
|
|
2008
|
|
39
|
KS Doctors MOB
|
Overland Park, KS
|
—
|
|
|
1,808
|
|
|
9,517
|
|
|
1,091
|
|
|
1,808
|
|
|
10,608
|
|
|
12,416
|
|
|
(2,506
|
)
|
|
1978
|
|
2008
|
|
39
|
Nashoba Valley Med Center MOB
|
Ayer, MA
|
—
|
|
|
—
|
|
|
5,529
|
|
|
304
|
|
|
299
|
|
|
5,534
|
|
|
5,833
|
|
|
(532
|
)
|
|
1976 - 2007
|
|
2012
|
|
31
|
Tufts Medical Center
|
Boston, MA
|
74,039
|
|
|
32,514
|
|
|
109,180
|
|
|
973
|
|
|
32,514
|
|
|
110,153
|
|
|
142,667
|
|
|
(2,071
|
)
|
|
1924
|
|
2014
|
|
35
|
St. Elizabeth’s Med Center
|
Brighton, MA
|
—
|
|
|
—
|
|
|
20,929
|
|
|
2,767
|
|
|
1,379
|
|
|
22,317
|
|
|
23,696
|
|
|
(1,958
|
)
|
|
1965 - 1988
|
|
2012
|
|
31
|
Good Samaritan Cancer Center
|
Brockton, MA
|
—
|
|
|
—
|
|
|
4,171
|
|
|
10
|
|
|
—
|
|
|
4,181
|
|
|
4,181
|
|
|
(298
|
)
|
|
2007
|
|
2012
|
|
31
|
Good Samaritan Med Center MOB
|
Brockton, MA
|
—
|
|
|
—
|
|
|
11,716
|
|
|
264
|
|
|
144
|
|
|
11,836
|
|
|
11,980
|
|
|
(1,081
|
)
|
|
1980
|
|
2012
|
|
31
|
Carney Hospital MOB
|
Dorchester, MA
|
—
|
|
|
—
|
|
|
7,250
|
|
|
632
|
|
|
530
|
|
|
7,352
|
|
|
7,882
|
|
|
(665
|
)
|
|
1978
|
|
2012
|
|
31
|
St. Anne’s Hospital MOB
|
Fall River, MA
|
—
|
|
|
—
|
|
|
9,304
|
|
|
40
|
|
|
40
|
|
|
9,304
|
|
|
9,344
|
|
|
(657
|
)
|
|
2011
|
|
2012
|
|
31
|
Norwood Hospital MOB
|
Foxborough, MA
|
—
|
|
|
—
|
|
|
9,489
|
|
|
143
|
|
|
2,295
|
|
|
7,337
|
|
|
9,632
|
|
|
(723
|
)
|
|
1930 - 2000
|
|
2012
|
|
31
|
Holy Family Hospital MOB
|
Methuen, MA
|
—
|
|
|
—
|
|
|
4,502
|
|
|
189
|
|
|
168
|
|
|
4,523
|
|
|
4,691
|
|
|
(500
|
)
|
|
1988
|
|
2012
|
|
31
|
N. Berkshire MOB
|
North Adams, MA
|
—
|
|
|
—
|
|
|
7,259
|
|
|
241
|
|
|
—
|
|
|
7,500
|
|
|
7,500
|
|
|
(1,027
|
)
|
|
2002
|
|
2011
|
|
39
|
Morton Hospital MOB
|
Taunton, MA
|
—
|
|
|
—
|
|
|
15,317
|
|
|
670
|
|
|
502
|
|
|
15,485
|
|
|
15,987
|
|
|
(2,118
|
)
|
|
1988
|
|
2012
|
|
31
|
Johnston Professional Building
|
Baltimore, MD
|
14,001
|
|
|
—
|
|
|
21,481
|
|
|
40
|
|
|
—
|
|
|
21,521
|
|
|
21,521
|
|
|
(345
|
)
|
|
1993
|
|
2014
|
|
35
|
Triad Tech Center
|
Baltimore, MD
|
11,260
|
|
|
—
|
|
|
26,548
|
|
|
—
|
|
|
—
|
|
|
26,548
|
|
|
26,548
|
|
|
(3,461
|
)
|
|
1989
|
|
2010
|
|
39
|
St. John Providence MOB
|
Novi, MI
|
—
|
|
|
—
|
|
|
42,371
|
|
|
7
|
|
|
—
|
|
|
42,378
|
|
|
42,378
|
|
|
(4,924
|
)
|
|
2007
|
|
2012
|
|
39
|
Fort Road MOB
|
St. Paul, MN
|
—
|
|
|
1,571
|
|
|
5,786
|
|
|
615
|
|
|
1,571
|
|
|
6,401
|
|
|
7,972
|
|
|
(1,499
|
)
|
|
1981
|
|
2008
|
|
39
|
Gallery Professional Building
|
St. Paul, MN
|
5,709
|
|
|
1,157
|
|
|
5,009
|
|
|
3,340
|
|
|
1,157
|
|
|
8,349
|
|
|
9,506
|
|
|
(3,171
|
)
|
|
1979
|
|
2007
|
|
39
|
Chesterfield Rehab Hospital
|
Chesterfield, MO
|
—
|
|
|
4,213
|
|
|
27,900
|
|
|
770
|
|
|
4,312
|
|
|
28,571
|
|
|
32,883
|
|
|
(5,758
|
)
|
|
2007
|
|
2007
|
|
39
|
BJC West County MOB
|
Creve Coeur, MO
|
—
|
|
|
2,242
|
|
|
13,130
|
|
|
593
|
|
|
2,242
|
|
|
13,723
|
|
|
15,965
|
|
|
(3,099
|
)
|
|
1978
|
|
2008
|
|
39
|
Winghaven MOB
|
O’Fallon, MO
|
—
|
|
|
1,455
|
|
|
9,708
|
|
|
551
|
|
|
1,455
|
|
|
10,259
|
|
|
11,714
|
|
|
(2,430
|
)
|
|
2001
|
|
2008
|
|
39
|
BJC MOB
|
St. Louis, MO
|
—
|
|
|
304
|
|
|
1,554
|
|
|
(2
|
)
|
|
304
|
|
|
1,552
|
|
|
1,856
|
|
|
(343
|
)
|
|
2001
|
|
2008
|
|
39
|
Des Peres MAP II
|
St. Louis, MO
|
—
|
|
|
—
|
|
|
11,386
|
|
|
604
|
|
|
—
|
|
|
11,990
|
|
|
11,990
|
|
|
(1,722
|
)
|
|
2007
|
|
2010
|
|
39
|
Medical Park of Cary
|
Cary, NC
|
—
|
|
|
2,931
|
|
|
19,855
|
|
|
1,607
|
|
|
2,931
|
|
|
21,462
|
|
|
24,393
|
|
|
(3,319
|
)
|
|
1994
|
|
2010
|
|
39
|
3100 Blue Ridge
|
Raleigh, NC
|
—
|
|
|
1,732
|
|
|
8,891
|
|
|
14
|
|
|
1,732
|
|
|
8,905
|
|
|
10,637
|
|
|
(179
|
)
|
|
1985
|
|
2014
|
|
35
|
Raleigh Medical Center
|
Raleigh, NC
|
—
|
|
|
1,281
|
|
|
12,530
|
|
|
3,168
|
|
|
1,281
|
|
|
15,698
|
|
|
16,979
|
|
|
(2,461
|
)
|
|
1989
|
|
2010
|
|
39
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized
Subsequent
to
Acquisition (a)
|
|
Gross Amount at Which
Carried at Close of Period
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Encumbrances
|
|
Land
|
|
Buildings,
Improvements and
Fixtures
|
|
|
Land
|
|
Buildings,
Improvements and
Fixtures
|
|
Total (c)
|
|
Accumulated
Depreciation(f)
|
|
Date of Construction
|
|
Date
Acquired
|
|
Life on Which Building Depreciation in Income Statement is Computed (h)
|
|||||||||
Nutfield Professional Center
|
Derry, NH
|
—
|
|
|
1,075
|
|
|
10,320
|
|
|
745
|
|
|
1,075
|
|
|
11,065
|
|
|
12,140
|
|
|
(2,089
|
)
|
|
1963
|
|
2008
|
|
39
|
Santa Fe 1640 MOB
|
Santa Fe, NM
|
3,271
|
|
|
697
|
|
|
4,268
|
|
|
64
|
|
|
697
|
|
|
4,332
|
|
|
5,029
|
|
|
(648
|
)
|
|
1985
|
|
2010
|
|
39
|
Santa Fe 440 MOB
|
Santa Fe, NM
|
—
|
|
|
842
|
|
|
7,448
|
|
|
13
|
|
|
842
|
|
|
7,461
|
|
|
8,303
|
|
|
(1,154
|
)
|
|
1978
|
|
2010
|
|
39
|
San Martin MAP
|
Las Vegas, NV
|
—
|
|
|
—
|
|
|
14,777
|
|
|
(153
|
)
|
|
—
|
|
|
14,624
|
|
|
14,624
|
|
|
(1,891
|
)
|
|
2007
|
|
2010
|
|
39
|
Madison Ave MOB
|
Albany, NY
|
1,820
|
|
|
83
|
|
|
2,759
|
|
|
16
|
|
|
83
|
|
|
2,775
|
|
|
2,858
|
|
|
(373
|
)
|
|
1964
|
|
2010
|
|
39
|
Patroon Creek HQ
|
Albany, NY
|
19,746
|
|
|
1,870
|
|
|
29,453
|
|
|
6,661
|
|
|
1,870
|
|
|
36,114
|
|
|
37,984
|
|
|
(3,875
|
)
|
|
2001
|
|
2010
|
|
39
|
Patroon Creek MOB
|
Albany, NY
|
—
|
|
|
1,439
|
|
|
27,639
|
|
|
137
|
|
|
1,439
|
|
|
27,776
|
|
|
29,215
|
|
|
(3,563
|
)
|
|
2007
|
|
2010
|
|
39
|
Washington Ave MOB
|
Albany, NY
|
—
|
|
|
1,699
|
|
|
18,440
|
|
|
226
|
|
|
1,699
|
|
|
18,666
|
|
|
20,365
|
|
|
(2,741
|
)
|
|
1998 - 2000
|
|
2010
|
|
39
|
Putnam MOB
|
Carmel, NY
|
17,923
|
|
|
—
|
|
|
24,216
|
|
|
—
|
|
|
—
|
|
|
24,216
|
|
|
24,216
|
|
|
(2,741
|
)
|
|
2000
|
|
2010
|
|
39
|
Capital Region Health Park
|
Latham, NY
|
—
|
|
|
2,305
|
|
|
37,494
|
|
|
1,417
|
|
|
2,305
|
|
|
38,911
|
|
|
41,216
|
|
|
(5,245
|
)
|
|
2001
|
|
2010
|
|
39
|
St. Francis MAP
|
Poughkeepsie, NY
|
—
|
|
|
—
|
|
|
17,810
|
|
|
1,405
|
|
|
—
|
|
|
19,215
|
|
|
19,215
|
|
|
(3,122
|
)
|
|
2006
|
|
2010
|
|
39
|
Westchester MOBs
|
White Plains, NY
|
—
|
|
|
17,274
|
|
|
41,865
|
|
|
277
|
|
|
17,274
|
|
|
42,142
|
|
|
59,416
|
|
|
(810
|
)
|
|
1967-1983
|
|
2014
|
|
29
|
210 Westchester MOB
|
White Plains, NY
|
—
|
|
|
8,628
|
|
|
18,408
|
|
|
—
|
|
|
8,628
|
|
|
18,408
|
|
|
27,036
|
|
|
—
|
|
|
1981
|
|
2014
|
|
31
|
Market Exchange MOP
|
Columbus, OH
|
—
|
|
|
2,326
|
|
|
17,207
|
|
|
2,371
|
|
|
2,326
|
|
|
19,578
|
|
|
21,904
|
|
|
(3,811
|
)
|
|
2001 - 2003
|
|
2007 - 2010
|
|
39
|
Park Place MOP
|
Kettering, OH
|
—
|
|
|
1,987
|
|
|
11,341
|
|
|
1,357
|
|
|
1,987
|
|
|
12,698
|
|
|
14,685
|
|
|
(3,699
|
)
|
|
1998 - 2002
|
|
2007
|
|
39
|
Liberty Falls MP
|
Liberty, OH
|
—
|
|
|
842
|
|
|
5,640
|
|
|
635
|
|
|
842
|
|
|
6,275
|
|
|
7,117
|
|
|
(1,772
|
)
|
|
2008
|
|
2008
|
|
39
|
Parma Ridge MOB
|
Parma, OH
|
—
|
|
|
372
|
|
|
3,636
|
|
|
728
|
|
|
372
|
|
|
4,364
|
|
|
4,736
|
|
|
(1,009
|
)
|
|
1977
|
|
2008
|
|
39
|
Deaconess MOP
|
Oklahoma City, OK
|
—
|
|
|
—
|
|
|
25,975
|
|
|
2,430
|
|
|
—
|
|
|
28,405
|
|
|
28,405
|
|
|
(6,020
|
)
|
|
1991 - 1996
|
|
2008
|
|
39
|
Monroeville MOB
|
Monroeville, PA
|
—
|
|
|
3,264
|
|
|
7,038
|
|
|
58
|
|
|
3,264
|
|
|
7,096
|
|
|
10,360
|
|
|
(818
|
)
|
|
1985 - 1989
|
|
2013
|
|
39
|
2750 Monroe MOB
|
Norristown, PA
|
—
|
|
|
2,323
|
|
|
22,631
|
|
|
5,423
|
|
|
2,323
|
|
|
28,054
|
|
|
30,377
|
|
|
(6,331
|
)
|
|
1985
|
|
2007
|
|
39
|
Federal North MOB
|
Pittsburgh, PA
|
—
|
|
|
2,489
|
|
|
30,268
|
|
|
90
|
|
|
2,489
|
|
|
30,358
|
|
|
32,847
|
|
|
(4,146
|
)
|
|
1999
|
|
2010
|
|
39
|
Highmark Penn Ave
|
Pittsburgh, PA
|
—
|
|
|
1,774
|
|
|
38,921
|
|
|
1,004
|
|
|
1,774
|
|
|
39,925
|
|
|
41,699
|
|
|
(3,951
|
)
|
|
1907
|
|
2012
|
|
39
|
WP Allegheny HQ MOB
|
Pittsburgh, PA
|
—
|
|
|
1,514
|
|
|
32,368
|
|
|
377
|
|
|
1,514
|
|
|
32,745
|
|
|
34,259
|
|
|
(4,014
|
)
|
|
2002
|
|
2010
|
|
39
|
Cannon Park Place
|
Charleston, SC
|
—
|
|
|
425
|
|
|
8,651
|
|
|
83
|
|
|
425
|
|
|
8,734
|
|
|
9,159
|
|
|
(1,143
|
)
|
|
1998
|
|
2010
|
|
39
|
Tides Medical Arts Center
|
Charleston, SC
|
—
|
|
|
3,763
|
|
|
19,787
|
|
|
—
|
|
|
3,763
|
|
|
19,787
|
|
|
23,550
|
|
|
(217
|
)
|
|
2007
|
|
2014
|
|
39
|
GHS Memorial
|
Greenville, SC
|
4,199
|
|
|
—
|
|
|
8,301
|
|
|
385
|
|
|
—
|
|
|
8,686
|
|
|
8,686
|
|
|
(1,270
|
)
|
|
1992
|
|
2009
|
|
39
|
GHS MMC
|
Greenville, SC
|
21,526
|
|
|
995
|
|
|
39,158
|
|
|
1,308
|
|
|
995
|
|
|
40,466
|
|
|
41,461
|
|
|
(5,965
|
)
|
|
1987 - 1998
|
|
2009
|
|
39
|
GHS MOBs I
|
Greenville, SC
|
—
|
|
|
1,644
|
|
|
9,144
|
|
|
558
|
|
|
1,644
|
|
|
9,702
|
|
|
11,346
|
|
|
(1,619
|
)
|
|
1974 - 1990
|
|
2009
|
|
39
|
GHS Patewood MOP
|
Greenville, SC
|
—
|
|
|
—
|
|
|
64,537
|
|
|
872
|
|
|
—
|
|
|
65,409
|
|
|
65,409
|
|
|
(9,943
|
)
|
|
1983 - 2007
|
|
2009
|
|
39
|
GHS Greer MOBs
|
Greenville, Travelers Rest and Greer, SC
|
7,932
|
|
|
1,309
|
|
|
14,639
|
|
|
13
|
|
|
1,309
|
|
|
14,652
|
|
|
15,961
|
|
|
(2,245
|
)
|
|
1992-2008
|
|
2009
|
|
39
|
Hilton Head Heritage MOP
|
Hilton Head Island, SC
|
—
|
|
|
1,125
|
|
|
5,398
|
|
|
48
|
|
|
1,125
|
|
|
5,446
|
|
|
6,571
|
|
|
(950
|
)
|
|
1996
|
|
2010
|
|
39
|
Hilton Head Moss Creek MOB
|
Hilton Head Island, SC
|
—
|
|
|
209
|
|
|
2,066
|
|
|
3
|
|
|
209
|
|
|
2,069
|
|
|
2,278
|
|
|
(272
|
)
|
|
2010
|
|
2010
|
|
39
|
East Cooper Medical Arts Center
|
Mt. Pleasant, SC
|
—
|
|
|
2,470
|
|
|
6,289
|
|
|
—
|
|
|
2,470
|
|
|
6,289
|
|
|
8,759
|
|
|
—
|
|
|
2001
|
|
2014
|
|
32
|
East Cooper Medical Center
|
Mt. Pleasant, SC
|
—
|
|
|
2,073
|
|
|
5,939
|
|
|
180
|
|
|
2,073
|
|
|
6,119
|
|
|
8,192
|
|
|
(1,148
|
)
|
|
1992
|
|
2010
|
|
39
|
Mary Black MOB
|
Spartanburg, SC
|
—
|
|
|
—
|
|
|
12,523
|
|
|
56
|
|
|
—
|
|
|
12,579
|
|
|
12,579
|
|
|
(2,333
|
)
|
|
2006
|
|
2009
|
|
39
|
Lenox Office Park
|
Memphis, TN
|
11,412
|
|
|
1,670
|
|
|
13,626
|
|
|
(743
|
)
|
|
1,670
|
|
|
12,883
|
|
|
14,553
|
|
|
(3,057
|
)
|
|
2000
|
|
2007
|
|
39
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized Subsequent to Acquisition (a) |
|
Gross Amount at Which
Carried at Close of Period |
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
Encumbrances
|
|
Land
|
|
Buildings,
Improvements and Fixtures |
|
|
Land
|
|
Buildings,
Improvements and Fixtures |
|
Total (c)
|
|
Accumulated
Depreciation(f) |
|
Date of Construction
|
|
Date
Acquired |
|
Life on Which Building Depreciation in Income Statement is Computed (h)
|
|||||||||||||||||
Mountain Empire MOBs
|
Rogersville, Kingsport and Bristol, TN & Norton and Pennington Gap, VA
|
—
|
|
|
1,296
|
|
|
36,523
|
|
|
2,385
|
|
|
1,296
|
|
|
38,908
|
|
|
40,204
|
|
|
(8,368
|
)
|
|
1976 - 2006
|
|
2008 - 2011
|
|
39
|
||||||||
Amarillo Hospital
|
Amarillo, TX
|
—
|
|
|
1,110
|
|
|
17,688
|
|
|
30
|
|
|
1,110
|
|
|
17,718
|
|
|
18,828
|
|
|
(3,294
|
)
|
|
2007
|
|
2008
|
|
39
|
||||||||
Senior Care - Meadowview
|
Arlington, TX
|
—
|
|
|
350
|
|
|
2,066
|
|
|
15
|
|
|
350
|
|
|
2,081
|
|
|
2,431
|
|
|
(541
|
)
|
|
1993
|
|
2008
|
|
39
|
||||||||
Austin Heart MOB
|
Austin, TX
|
4,486
|
|
|
—
|
|
|
15,172
|
|
|
7
|
|
|
—
|
|
|
15,179
|
|
|
15,179
|
|
|
(545
|
)
|
|
1999
|
|
2013
|
|
39
|
||||||||
Post Oak North MC
|
Austin, TX
|
—
|
|
|
887
|
|
|
7,011
|
|
|
3
|
|
|
887
|
|
|
7,014
|
|
|
7,901
|
|
|
(303
|
)
|
|
2007
|
|
2013
|
|
39
|
||||||||
Texas A&M Health Science Center
|
Bryan, TX
|
—
|
|
|
—
|
|
|
32,494
|
|
|
(32
|
)
|
|
—
|
|
|
32,462
|
|
|
32,462
|
|
|
(1,954
|
)
|
|
2011
|
|
2013
|
|
39
|
||||||||
Dallas Rehab Hospital
|
Carrollton, TX
|
—
|
|
|
1,919
|
|
|
16,341
|
|
|
—
|
|
|
1,919
|
|
|
16,341
|
|
|
18,260
|
|
|
(2,067
|
)
|
|
2006
|
|
2010
|
|
39
|
||||||||
Cedar Hill MOB
|
Cedar Hill, TX
|
—
|
|
|
778
|
|
|
4,830
|
|
|
138
|
|
|
778
|
|
|
4,968
|
|
|
5,746
|
|
|
(1,165
|
)
|
|
2007
|
|
2008
|
|
39
|
||||||||
Corsicana MOB
|
Corsicana, TX
|
—
|
|
|
—
|
|
|
6,781
|
|
|
—
|
|
|
—
|
|
|
6,781
|
|
|
6,781
|
|
|
(1,267
|
)
|
|
2007
|
|
2009
|
|
39
|
||||||||
Dallas LTAC Hospital
|
Dallas, TX
|
—
|
|
|
2,301
|
|
|
20,627
|
|
|
—
|
|
|
2,301
|
|
|
20,627
|
|
|
22,928
|
|
|
(3,008
|
)
|
|
2007
|
|
2009
|
|
39
|
||||||||
Forest Park Pavilion
|
Dallas, TX
|
—
|
|
|
9,670
|
|
|
11,152
|
|
|
(208
|
)
|
|
9,670
|
|
|
10,944
|
|
|
20,614
|
|
|
(992
|
)
|
|
2010
|
|
2012
|
|
39
|
||||||||
Forest Park Tower
|
Dallas, TX
|
—
|
|
|
3,340
|
|
|
35,071
|
|
|
134
|
|
|
3,340
|
|
|
35,205
|
|
|
38,545
|
|
|
(2,286
|
)
|
|
2011
|
|
2013
|
|
39
|
||||||||
Denton Med Rehab Hospital
|
Denton, TX
|
—
|
|
|
2,000
|
|
|
11,704
|
|
|
—
|
|
|
2,000
|
|
|
11,704
|
|
|
13,704
|
|
|
(2,012
|
)
|
|
2008
|
|
2009
|
|
39
|
||||||||
Denton MOB
|
Denton, TX
|
—
|
|
|
—
|
|
|
7,543
|
|
|
—
|
|
|
—
|
|
|
7,543
|
|
|
7,543
|
|
|
(1,108
|
)
|
|
2000
|
|
2010
|
|
39
|
||||||||
Forest Park Frisco MC
|
Frisco, TX
|
—
|
|
|
1,238
|
|
|
19,979
|
|
|
2,182
|
|
|
1,238
|
|
|
22,161
|
|
|
23,399
|
|
|
(1,056
|
)
|
|
2012
|
|
2013
|
|
39
|
||||||||
Senior Care Galveston
|
Galveston, TX
|
—
|
|
|
966
|
|
|
7,195
|
|
|
6
|
|
|
966
|
|
|
7,201
|
|
|
8,167
|
|
|
(1,418
|
)
|
|
1993
|
|
2008
|
|
39
|
||||||||
Greenville MOB
|
Greenville, TX
|
—
|
|
|
616
|
|
|
10,822
|
|
|
287
|
|
|
616
|
|
|
11,109
|
|
|
11,725
|
|
|
(2,427
|
)
|
|
2007
|
|
2008
|
|
39
|
||||||||
7900 Fannin MOB
|
Houston, TX
|
—
|
|
|
—
|
|
|
34,764
|
|
|
246
|
|
|
—
|
|
|
35,010
|
|
|
35,010
|
|
|
(4,602
|
)
|
|
2005
|
|
2010
|
|
39
|
||||||||
Cypress Station MOB
|
Houston, TX
|
—
|
|
|
1,345
|
|
|
8,312
|
|
|
714
|
|
|
1,345
|
|
|
9,026
|
|
|
10,371
|
|
|
(2,243
|
)
|
|
1981
|
|
2008
|
|
39
|
||||||||
Triumph Hospital NW
|
Houston, TX
|
—
|
|
|
1,377
|
|
|
14,531
|
|
|
239
|
|
|
1,377
|
|
|
14,770
|
|
|
16,147
|
|
|
(4,061
|
)
|
|
1986
|
|
2007
|
|
39
|
||||||||
Lone Star Endoscopy MOB
|
Keller, TX
|
—
|
|
|
622
|
|
|
3,502
|
|
|
(5
|
)
|
|
622
|
|
|
3,497
|
|
|
4,119
|
|
|
(754
|
)
|
|
2006
|
|
2008
|
|
39
|
||||||||
Lewisville MOB
|
Lewisville, TX
|
—
|
|
|
452
|
|
|
3,841
|
|
|
—
|
|
|
452
|
|
|
3,841
|
|
|
4,293
|
|
|
(652
|
)
|
|
2000
|
|
2010
|
|
39
|
||||||||
Pearland MOB
|
Pearland, TX
|
—
|
|
|
1,602
|
|
|
7,017
|
|
|
495
|
|
|
1,602
|
|
|
7,512
|
|
|
9,114
|
|
|
(1,408
|
)
|
|
2003 - 2007
|
|
2010
|
|
39
|
||||||||
Senior Care Port Arthur
|
Port Arthur, TX
|
—
|
|
|
521
|
|
|
7,368
|
|
|
4
|
|
|
521
|
|
|
7,372
|
|
|
7,893
|
|
|
(1,501
|
)
|
|
1994
|
|
2008
|
|
39
|
||||||||
San Angelo MOB
|
San Angelo, TX
|
—
|
|
|
—
|
|
|
3,907
|
|
|
—
|
|
|
—
|
|
|
3,907
|
|
|
3,907
|
|
|
(721
|
)
|
|
2007
|
|
2009
|
|
39
|
||||||||
Mtn Plains Pecan Valley
|
San Antonio, TX
|
—
|
|
|
416
|
|
|
13,690
|
|
|
1,033
|
|
|
416
|
|
|
14,723
|
|
|
15,139
|
|
|
(2,804
|
)
|
|
1998
|
|
2008
|
|
39
|
||||||||
Sugar Land II MOB
|
Sugar Land, TX
|
—
|
|
|
—
|
|
|
9,648
|
|
|
166
|
|
|
—
|
|
|
9,814
|
|
|
9,814
|
|
|
(2,113
|
)
|
|
1999
|
|
2010
|
|
39
|
||||||||
Triumph Hospital SW
|
Sugar Land, TX
|
—
|
|
|
1,670
|
|
|
14,018
|
|
|
—
|
|
|
1,670
|
|
|
14,018
|
|
|
15,688
|
|
|
(3,981
|
)
|
|
1989
|
|
2007
|
|
39
|
||||||||
Senior Care Texas City
|
Texas City, TX
|
—
|
|
|
465
|
|
|
7,744
|
|
|
3
|
|
|
465
|
|
|
7,747
|
|
|
8,212
|
|
|
(1,522
|
)
|
|
1993
|
|
2008
|
|
39
|
||||||||
Baylor MP
|
Waxahachie, TX
|
—
|
|
|
865
|
|
|
6,728
|
|
|
315
|
|
|
865
|
|
|
7,043
|
|
|
7,908
|
|
|
(1,565
|
)
|
|
2006
|
|
2008
|
|
39
|
||||||||
Mtn Plains Clear Lake
|
Webster, TX
|
—
|
|
|
832
|
|
|
21,168
|
|
|
110
|
|
|
832
|
|
|
21,278
|
|
|
22,110
|
|
|
(4,052
|
)
|
|
2006
|
|
2008
|
|
39
|
||||||||
N. Texas Neurology MOB
|
Wichita Falls, TX
|
—
|
|
|
736
|
|
|
5,611
|
|
|
(6
|
)
|
|
736
|
|
|
5,605
|
|
|
6,341
|
|
|
(1,192
|
)
|
|
1957
|
|
2008
|
|
39
|
||||||||
Renaissance MC
|
Bountiful, UT
|
18,188
|
|
|
3,701
|
|
|
24,442
|
|
|
214
|
|
|
3,701
|
|
|
24,656
|
|
|
28,357
|
|
|
(4,415
|
)
|
|
2004
|
|
2008
|
|
39
|
||||||||
Aurora - Franklin
|
Franklin, WI
|
—
|
|
|
945
|
|
|
15,336
|
|
|
—
|
|
|
945
|
|
|
15,336
|
|
|
16,281
|
|
|
(3,327
|
)
|
|
2003
|
|
2009
|
|
39
|
||||||||
Aurora - Menomenee
|
Menomonee Falls, WI
|
—
|
|
|
1,055
|
|
|
14,998
|
|
|
—
|
|
|
1,055
|
|
|
14,998
|
|
|
16,053
|
|
|
(3,584
|
)
|
|
1964
|
|
2009
|
|
39
|
||||||||
Aurora - Mequon
|
Mequon, WI
|
9,423
|
|
|
950
|
|
|
19,027
|
|
|
—
|
|
|
950
|
|
|
19,027
|
|
|
19,977
|
|
|
(4,393
|
)
|
|
1992 - 2001
|
|
2009
|
|
39
|
||||||||
Aurora - Milwaukee
|
Milwaukee, WI
|
—
|
|
|
350
|
|
|
5,508
|
|
|
—
|
|
|
350
|
|
|
5,508
|
|
|
5,858
|
|
|
(1,298
|
)
|
|
1983
|
|
2009
|
|
39
|
||||||||
Aurora - Richfield
|
Richfield, WI
|
—
|
|
|
255
|
|
|
2,818
|
|
|
—
|
|
|
255
|
|
|
2,818
|
|
|
3,073
|
|
|
(853
|
)
|
|
1996
|
|
2009
|
|
39
|
||||||||
Total
|
|
$
|
421,873
|
|
|
$
|
282,381
|
|
|
$
|
2,258,476
|
|
|
$
|
112,675
|
|
|
$
|
287,755
|
|
|
$
|
2,665,777
|
|
|
$
|
2,953,532
|
|
|
$
|
(383,966
|
)
|
|
|
|
|
|
|
(a)
|
The cost capitalized subsequent to acquisition is net of dispositions.
|
(b)
|
The above table excludes lease intangibles, see (d) and (g).
|
(c)
|
The changes in total real estate for the years ended December 31, 2014, 2013 and 2012 are as follows (in thousands):
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance as of the beginning of the year
|
$
|
2,561,073
|
|
|
$
|
2,227,764
|
|
|
$
|
1,971,254
|
|
Acquisitions
|
410,732
|
|
|
308,229
|
|
|
239,403
|
|
|||
Additions
|
33,109
|
|
|
27,787
|
|
|
18,761
|
|
|||
Dispositions
|
(51,382
|
)
|
|
(2,707
|
)
|
|
(1,654
|
)
|
|||
Balance as of the end of the year (d)
|
$
|
2,953,532
|
|
|
$
|
2,561,073
|
|
|
$
|
2,227,764
|
|
(d)
|
The balances as of December 31, 2014, 2013 and 2012 exclude gross lease intangibles of
$419.3 million
,
$411.9 million
and
$352.9 million
, respectively.
|
(e)
|
The aggregate cost of our real estate for federal income tax purposes was
$3.4 billion
.
|
(f)
|
The changes in accumulated depreciation for the years ended December 31, 2014, 2013 and 2012 are as follows (in thousands):
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance as of the beginning of the year
|
$
|
308,173
|
|
|
$
|
235,157
|
|
|
$
|
164,783
|
|
Additions
|
87,854
|
|
|
75,656
|
|
|
72,028
|
|
|||
Dispositions
|
(12,061
|
)
|
|
(2,640
|
)
|
|
(1,654
|
)
|
|||
Balance as of the end of the year (g)
|
$
|
383,966
|
|
|
$
|
308,173
|
|
|
$
|
235,157
|
|
(g)
|
The balances as of December 31, 2014, 2013 and 2012 exclude accumulated amortization of lease intangibles of
$166.0 million
,
$137.8 million
and
$114.0 million
, respectively.
|
(h)
|
Tenant improvements are depreciated over the shorter of the lease term or useful life, ranging from
one month
to
240 months
, respectively. Furniture, fixtures and equipment are depreciated over
five years
.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance as of the beginning of the year
|
$
|
28,520
|
|
|
$
|
20,000
|
|
|
$
|
57,459
|
|
Additions:
|
|
|
|
|
|
||||||
New mortgage loans
|
11,924
|
|
|
8,520
|
|
|
—
|
|
|||
Deductions:
|
|
|
|
|
|
||||||
Mortgage loan included in the consideration for the acquisition of a building
|
(11,924
|
)
|
|
—
|
|
|
(37,264
|
)
|
|||
Write-off of capitalized closing costs
|
—
|
|
|
—
|
|
|
(195
|
)
|
|||
Collection of mortgage loans
|
(28,520
|
)
|
|
—
|
|
|
—
|
|
|||
Balance as of the end of the year
|
$
|
—
|
|
|
$
|
28,520
|
|
|
$
|
20,000
|
|
|
Healthcare Trust of America, Inc.
|
||
|
|
|
|
By:
|
/s/ Scott D. Peters
|
|
Chief Executive Officer, President and Chairman
|
|
Scott D. Peters
|
|
(Principal Executive Officer)
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ Robert A. Milligan
|
|
Chief Financial Officer
|
|
Robert A. Milligan
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ Scott D. Peters
|
|
Chief Executive Officer, President and Chairman
|
|
Scott D. Peters
|
|
(Principal Executive Officer)
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ Robert A. Milligan
|
|
Chief Financial Officer
|
|
Robert A. Milligan
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ Maurice J. DeWald
|
|
Director
|
|
Maurice J. DeWald
|
|
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ W. Bradley Blair, II
|
|
Director
|
|
W. Bradley Blair, II
|
|
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ Warren D. Fix
|
|
Director
|
|
Warren D. Fix
|
|
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ Larry L. Mathis
|
|
Director
|
|
Larry L. Mathis
|
|
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ Steve W. Patterson
|
|
Director
|
|
Steve W. Patterson
|
|
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ Gary T. Wescombe
|
|
Director
|
|
Gary T. Wescombe
|
|
|
Date:
|
February 23, 2015
|
|
|
|
Healthcare Trust of America Holdings, LP
|
||
|
|
|
|
By:
|
Healthcare Trust of America, Inc.,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
/s/ Scott D. Peters
|
|
Chief Executive Officer, President and Chairman
|
|
Scott D. Peters
|
|
(Principal Executive Officer)
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ Robert A. Milligan
|
|
Chief Financial Officer
|
|
Robert A. Milligan
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
Date:
|
February 23, 2015
|
|
|
By:
|
/s/ Scott D. Peters
|
|
Chief Executive Officer, President and Chairman
|
|
Scott D. Peters
|
|
(Principal Executive Officer) of Healthcare Trust of America, Inc.,
|
Date:
|
February 23, 2015
|
|
general partner of Healthcare Trust of America Holdings, LP
|
|
|
|
|
By:
|
/s/ Robert A. Milligan
|
|
Chief Financial Officer
|
|
Robert A. Milligan
|
|
(Principal Financial Officer and Principal Accounting Officer) of
|
Date:
|
February 23, 2015
|
|
Healthcare Trust of America, Inc., general partner of Healthcare Trust
|
|
|
|
of America Holdings, LP
|
|
|
|
|
By:
|
/s/ Maurice J. DeWald
|
|
Director of Healthcare Trust of America, Inc., general partner of
|
|
Maurice J. DeWald
|
|
Healthcare Trust of America Holdings, LP
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ W. Bradley Blair, II
|
|
Director of Healthcare Trust of America, Inc., general partner of
|
|
W. Bradley Blair, II
|
|
Healthcare Trust of America Holdings, LP
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ Warren D. Fix
|
|
Director of Healthcare Trust of America, Inc., general partner of
|
|
Warren D. Fix
|
|
Healthcare Trust of America Holdings, LP
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ Larry L. Mathis
|
|
Director of Healthcare Trust of America, Inc., general partner of
|
|
Larry L. Mathis
|
|
Healthcare Trust of America Holdings, LP
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ Steve W. Patterson
|
|
Director of Healthcare Trust of America, Inc., general partner of
|
|
Steve W. Patterson
|
|
Healthcare Trust of America Holdings, LP
|
Date:
|
February 23, 2015
|
|
|
|
|
|
|
By:
|
/s/ Gary T. Wescombe
|
|
Director of Healthcare Trust of America, Inc., general partner of
|
|
Gary T. Wescombe
|
|
Healthcare Trust of America Holdings, LP
|
Date:
|
February 23, 2015
|
|
|
3.1
|
Fifth Articles of Amendment and Restatement of Healthcare Trust of America, Inc., effective March 11, 2014 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on March 11, 2014 and incorporated herein by reference).
|
3.2
|
Articles of Amendment of Healthcare Trust of America, Inc., effective December 15, 2014 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on December 16, 2014 and incorporated herein by reference).
|
3.3
|
Articles of Amendment of Healthcare Trust of America, Inc., effective December 15, 2014 (included as Exhibit 3.2 to our Current Report on Form 8-K filed on December 16, 2014 and incorporated herein by reference).
|
3.4
|
Second Amended and Restated Bylaws of Healthcare Trust of America, Inc., effective March 11, 2014 (included as Exhibit 3.2 to our Current Report on Form 8-K filed March 11, 2014 and incorporated herein by reference).
|
3.5
|
Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.3 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
|
3.6
|
Certificate of Correction to Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.4 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
|
3.7
|
Certificate of Amendment to Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.5 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
|
3.8
|
Amendment to the Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.6 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
|
3.9
|
Certificate of Amendment to Certificate of Limited Partnership of Grubb & Ellis Healthcare REIT Holdings, LP. (included as Exhibit 3.7 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
|
3.10
|
Certificate of Amendment to Certificate of Limited Partnership of Healthcare Trust of America Holdings, LP (included as Exhibit 3.8 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
|
3.11
|
Amended and Restated Agreement of Limited Partnership of Healthcare Trust of America Holdings, LP (included as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2012 and incorporated herein by reference).
|
4.1
|
Indenture, dated as of March 28, 2013, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.70% Senior Notes due 2023 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on March 28, 2013 and incorporated herein by reference).
|
4.2
|
Indenture, dated as of June 26, 2014, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.375% Senior Notes due 2021 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on June 26, 2014 and incorporated herein by reference).
|
10.1†
|
NNN Healthcare/Office REIT, Inc. 2006 Incentive Plan (including the 2006 Independent Directors Compensation Plan) (included as Exhibit 10.3 to our Registration Statement on Form S-11 (File No. 333-133652) filed on April 28, 2006 and incorporated herein by reference).
|
10.2†
|
Amendment to the NNN Healthcare/Office REIT, Inc. 2006 Incentive Plan (including the 2006 Independent Directors Compensation Plan) (included as Exhibit 10.4 to Amendment No. 6 to our Registration Statement on Form S-11 (File No. 333-133652) filed on September 12, 2006 and incorporated herein by reference).
|
10.3†
|
Amendment to the Grubb & Ellis Healthcare REIT, Inc. 2006 Independent Directors Compensation Plan, effective January 1, 2009 (included as Exhibit 10.68 to our Annual Report on Form 10-K filed on March 27, 2009 and incorporated herein by reference).
|
10.4†
|
Amendment to the Healthcare Trust of America, Inc. 2006 Independent Directors Compensation Plan, effective as of May 20, 2010 (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 16, 2010 and incorporated herein by reference).
|
10.5†
|
2006 Independent Directors Compensation Plan (included as Exhibit 10.5 to our Quarterly Report on Form 10-Q filed on April 30, 2014 and incorporated herein by reference).
|
10.6†
|
Healthcare Trust of America, Inc. Amended and Restated 2006 Incentive Plan, dated February 24, 2011 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on March 2, 2011 and incorporated herein by reference).
|
10.7
|
Form of Amended and Restated Indemnification Agreement executed by Scott D. Peters, W. Bradley Blair, II, Maurice J. DeWald, Warren D. Fix, Larry L. Mathis and Gary T. Wescombe (included as Exhibit 10.1 to our Current Report on Form 8-K filed on December 22, 2010 and incorporated herein by reference).
|
10.8
|
Form of Indemnification Agreement executed by Kellie S. Pruitt and Mark D. Engstrom (included as Exhibit 10.2 to our Current Report on Form 8-K filed on December 22, 2010 and incorporated herein by reference).
|
10.9
|
Form of Indemnification Agreement executed by Amanda L. Houghton (included as Exhibit 10.49 to our Annual Report on Form 10-K filed on March 1, 2013 and incorporated herein by reference).
|
10.10
|
Form of Indemnification Agreement executed by Robert A. Milligan (included as Exhibit 10.50 to our Annual Report on Form 10-K filed on March 1, 2013 and incorporated herein by reference).
|
10.11†
|
Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Scott D. Peters, effective January 1, 2013 (included as Exhibit 10.45 to our Annual Report on Form 10-K filed on March 1, 2013 and incorporated herein by reference).
|
10.12†
|
Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Kellie S. Pruitt, effective January 1, 2013 (included as Exhibit 10.46 to our Annual Report on Form 10-K filed on March 1, 2013 and incorporated herein by reference).
|
10.13†
|
Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Mark D. Engstrom, effective January 1, 2013 (included as Exhibit 10.47 to our Annual Report on Form 10-K filed on March 1, 2013 and incorporated herein by reference).
|
10.14†
|
Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton, effective January 1, 2013 (included as Exhibit 10.48 to our Annual Report on Form 10-K filed on March 1, 2013 and incorporated herein by reference).
|
10.15†
|
Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Robert A. Milligan dated August 22, 2014 (included as Exhibit 10.1 to our Current Report on Form 8-K filed August 22, 2014 and incorporated herein by reference).
|
10.16
|
Guaranty by Healthcare Trust of America, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, the Lenders, the Issuing Bank and the Swingline Lender dated March 29, 2012 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on April 2, 2012 and incorporate herein by reference).
|
10.17†
|
Form of LTIP Award Agreement (CEO Version) (included as Exhibit 10.2 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
|
10.18†
|
Form of LTIP Award Agreement (Executive Version) (included as Exhibit 10.3 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
|
10.19†
|
Form of LTIP Award Agreement (Director Version) (included as Exhibit 10.4 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
|
10.20
|
Credit Agreement by and among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc., as syndication agents, U.S. Bank National Association, Fifth Third Bank, Capital One, N.A., Regions Bank, and Compass Bank, as documentation agents, and the Lenders Party Hereto dated March 29, 2012 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on April 2, 2012 and incorporated herein by reference).
|
10.21
|
Credit Agreement by and among Healthcare Trust of America Holdings, LP, Wells Fargo Bank, N.A., as administrative agent, Wells Fargo Securities, LLC, as lead arranger, and the Lenders Party Hereto, dated July 20, 2012 (included as Exhibit 10.8 to our Quarterly Report on Form 10-Q filed on August 9, 2012 and incorporated herein by reference).
|
10.22
|
Guaranty by Healthcare Trust of America, Inc. in favor of Wells Fargo Bank, N.A., as administrative agent dated July 20, 2012 (included as Exhibit 10.9 to our Quarterly Report on Form 10-Q filed on August 9, 2012 and incorporated herein by reference).
|
10.23
|
Amended and Restated Agreement of Limited Partnership of Healthcare Trust of America Holdings, LP (included as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2012 and incorporated herein by reference).
|
10.24
|
Amendment No. 1 to Revolving Credit and Term Loan Agreement (included as Exhibit 10.1 to our Current Report on Form 8-K filed on March 13, 2013 and incorporated herein by reference).
|
10.25
|
Amendment No. 2 to Revolving Credit and Term Loan Agreement (included as Exhibit 10.1 to our Current Report on Form 8-K filed on January 9, 2014 and incorporated herein by reference).
|
10.26
|
Term Loan Note (included as Exhibit 10.2 to our Current Report on Form 8-K filed on January 9, 2014 and incorporated herein by reference).
|
10.27
|
First Modification to Credit Agreement (included as Exhibit 10.3 to our Current Report on Form 8-K filed on January 9, 2014 and incorporated herein by reference).
|
10.28
|
Amended and Restated Equity Distribution Agreement, dated February 28, 2014, among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP and Wells Fargo Securities, LLC, BMO Capital Markets Corp., Jefferies LLC and J.P. Morgan Securities LLC (included as Exhibit 1.1 to our Current Report on Form 8-K filed on February 28, 2014 and incorporated herein by reference).
|
10.29
|
Amended and Restated Revolving Credit and Term Loan Agreement, dated November 19, 2014, by and among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., JP Morgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association and U.S. Bank National Association, as syndication agents, Bank of Montreal, PNC Bank, National Association, The Bank of Nova Scotia, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as documentation agents, Compass Bank, Fifth Third Bank, Regions Bank, and Capital One, N.A., as managing agents and the lenders party thereto (included as Exhibit 10.1 to our Current Report on Form 8-K filed on November 24, 2014 and incorporated herein by reference).
|
10.30
|
Guaranty dated November 19, 2014, by Healthcare Trust of America, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, the Lenders, and Bank of America, N.A., as swing lender and issuing bank (included as Exhibit 10.2 to our Current Report on Form 8-K filed on November 24, 2014 and incorporated herein by reference).
|
10.31
|
Second Modification to Credit Agreement, dated November 19, 2014, by and among Healthcare Trust of America Holdings, LP, Wells Fargo Bank, National Association, and the lenders party thereto (included as Exhibit 10.3 to our Current Report on Form 8-K filed on November 24, 2014 and incorporated herein by reference).
|
10.32†
|
Letter Agreement between Healthcare Trust of America, Inc. and Scott D. Peters dated December 3, 2014 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on December 8, 2014 and incorporated herein by reference).
|
10.33*
|
First Amendment to the Amended and Restated Revolving Credit and Term Loan Agreement, dated February 11, 2015, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.
|
12.1*
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
|
21.1*
|
Subsidiaries.
|
23.1*
|
Consent of Independent Registered Public Accounting Firm - Healthcare Trust of America, Inc.
|
23.2*
|
Consent of Independent Registered Public Accounting Firm - Healthcare Trust of America Holdings, LP.
|
31.1*
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
|
31.2*
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
|
31.3*
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
|
31.4*
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
|
32.1**
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Inc.
|
32.2**
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
|
32.3**
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
|
32.4**
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
|
|
|
|
|
|
|
|
|
COMPANY:
|
HEALTHCARE TRUST OF AMERICA, INC.
|
BORROWER:
|
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
|
By:
|
Healthcare Trust of America, Inc.
, its General Partner
|
|
Year Ended December 31,
(1)
|
||||||||||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Earnings (losses)
|
|
|
|
|
|
|
|
|
|
||||||||||
Pretax income (loss) related to continuing operations before adjustments for income or loss from equity investees
|
$
|
45,994
|
|
|
$
|
24,684
|
|
|
$
|
(24,368
|
)
|
|
$
|
5,593
|
|
|
$
|
(7,919
|
)
|
Fixed charges
|
59,124
|
|
|
53,865
|
|
|
46,745
|
|
|
42,245
|
|
|
36,308
|
|
|||||
Noncontrolling interest in pre-tax (income) loss of subsidiaries that have not incurred fixed charges
|
(623
|
)
|
|
(423
|
)
|
|
(56
|
)
|
|
(52
|
)
|
|
16
|
|
|||||
Earnings available for fixed charges
|
$
|
104,495
|
|
|
$
|
78,126
|
|
|
$
|
22,321
|
|
|
$
|
47,786
|
|
|
$
|
28,405
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
53,898
|
|
|
$
|
48,615
|
|
|
$
|
41,599
|
|
|
$
|
37,859
|
|
|
$
|
32,906
|
|
Amortized premiums, discounts or capitalized expense related to indebtedness
|
3,591
|
|
|
3,801
|
|
|
3,727
|
|
|
3,177
|
|
|
2,589
|
|
|||||
Estimate of interest within rental expenses
|
1,635
|
|
|
1,449
|
|
|
1,419
|
|
|
1,209
|
|
|
813
|
|
|||||
Total fixed charges
|
$
|
59,124
|
|
|
$
|
53,865
|
|
|
$
|
46,745
|
|
|
$
|
42,245
|
|
|
$
|
36,308
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
1.77
|
|
|
1.45
|
|
|
(2
|
)
|
|
1.13
|
|
|
(2)
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(1) We restated the information for the years ended December 31, 2013, 2012, 2011 and 2010 to conform to our 2014 presentation. The results of operations of the property that was previously classified as held for sale has been reclassified out of discontinued operations for all periods presented.
|
|||||||||||||||||||
(2) The ratio of earnings to fixed charges was less than one-to-one for the years ended December 31, 2012 and 2010. The total fixed charges for those years were $46.7 million and $36.3 million, respectively, and the total earnings were $22.3 million and $28.4 million, respectively. The deficiency amounts or the amounts of fixed charges in excess of earnings for those years were $24.4 million and $7.9 million, respectively.
|
|
By:
|
/s/ Scott D. Peters
|
|
|
|
Scott D. Peters
|
|
|
|
Chief Executive Officer, President and Chairman
|
|
|
By:
|
/s/ Robert A. Milligan
|
|
|
|
Robert A. Milligan
|
|
|
|
Chief Financial Officer
|
|
|
By:
|
/s/ Scott D. Peters
|
|
|
|
Scott D. Peters
|
|
|
|
Chief Executive Officer, President and Chairman of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP
|
|
|
By:
|
/s/ Robert A. Milligan
|
|
|
|
Robert A. Milligan
|
|
|
|
Chief Financial Officer of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP
|
|
|
By:
|
/s/ Scott D. Peters
|
|
|
|
Scott D. Peters
|
|
|
|
Chief Executive Officer, President and Chairman
|
|
|
By:
|
/s/ Robert A. Milligan
|
|
|
|
Robert A. Milligan
|
|
|
|
Chief Financial Officer
|
|
|
By:
|
/s/ Scott D. Peters
|
|
|
|
Scott D. Peters
|
|
|
|
Chief Executive Officer, President and Chairman of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP
|
|
|
By:
|
/s/ Robert A. Milligan
|
|
|
|
Robert A. Milligan
|
|
|
|
Chief Financial Officer of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP
|
|