|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland (Healthcare Trust of America, Inc.)
|
|
20-4738467
|
Delaware (Healthcare Trust of America Holdings, LP)
|
|
20-4738347
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Healthcare Trust of America, Inc.
|
x
Yes
|
¨
No
|
|
Healthcare Trust of America Holdings, LP
|
x
Yes
|
¨
No
|
|
Healthcare Trust of America, Inc.
|
x
Yes
|
¨
No
|
|
Healthcare Trust of America Holdings, LP
|
x
Yes
|
¨
No
|
|
Healthcare Trust of America, Inc.
|
Large-accelerated filer
x
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Emerging growth company
¨
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
Healthcare Trust of America Holdings, LP
|
Large-accelerated filer
¨
|
Accelerated filer
¨
|
Non-accelerated filer
x
|
Smaller reporting company
¨
|
Emerging growth company
¨
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
Healthcare Trust of America, Inc.
|
¨
|
|
|
Healthcare Trust of America Holdings, LP
|
¨
|
|
|
Healthcare Trust of America, Inc.
|
¨
Yes
|
x
No
|
|
Healthcare Trust of America Holdings, LP
|
¨
Yes
|
x
No
|
|
|
•
|
enhances stockholders’ understanding of HTA and
HTALP
by enabling stockholders to view the business as a whole in the same manner that management views and operates the business;
|
•
|
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure in this Quarterly Report applies to both HTA and
HTALP
; and
|
•
|
creates time and cost efficiencies through the preparation of a single combined Quarterly Report instead of two separate Quarterly Reports.
|
•
|
the condensed consolidated financial statements;
|
•
|
certain accompanying notes to the condensed consolidated financial statements, including
Note 8 - Debt
,
Note 11 - Stockholders’ Equity and Partners’ Capital
,
Note 13 - Per Share Data of HTA
, and
Note 14 - Per Unit Data of HTALP
;
|
•
|
the Funds From Operations (“FFO”) and Normalized FFO in Part 1, Item 2 of this Quarterly Report;
|
•
|
the Controls and Procedures in Part 1, Item 4 of this Quarterly Report; and
|
•
|
the Certifications of the Chief Executive Officer and the Chief Financial Officer included as Exhibits 31 and 32 to this Quarterly Report.
|
|
|
Page
|
Healthcare Trust of America, Inc.
|
|
|
|
||
|
||
|
||
|
||
|
||
Healthcare Trust of America Holdings, LP
|
|
|
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||
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||
|
||
|
||
|
||
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
|
|
|
|
||
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
|
||||
Real estate investments:
|
|
|
|
|
||||
Land
|
|
$
|
486,403
|
|
|
$
|
485,319
|
|
Building and improvements
|
|
5,873,927
|
|
|
5,830,824
|
|
||
Lease intangibles
|
|
633,938
|
|
|
639,199
|
|
||
Construction in progress
|
|
21,397
|
|
|
14,223
|
|
||
|
|
7,015,665
|
|
|
6,969,565
|
|
||
Accumulated depreciation and amortization
|
|
(1,146,260
|
)
|
|
(1,021,691
|
)
|
||
Real estate investments, net
|
|
5,869,405
|
|
|
5,947,874
|
|
||
Assets held for sale, net
|
|
6,916
|
|
|
—
|
|
||
Investment in unconsolidated joint venture
|
|
67,870
|
|
|
68,577
|
|
||
Cash and cash equivalents
|
|
26,191
|
|
|
100,356
|
|
||
Restricted cash
|
|
13,414
|
|
|
18,204
|
|
||
Receivables and other assets, net
|
|
215,250
|
|
|
207,857
|
|
||
Other intangibles, net
|
|
103,084
|
|
|
106,714
|
|
||
Total assets
|
|
$
|
6,302,130
|
|
|
$
|
6,449,582
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Debt
|
|
$
|
2,683,531
|
|
|
$
|
2,781,031
|
|
Accounts payable and accrued liabilities
|
|
152,516
|
|
|
167,852
|
|
||
Liabilities of assets held for sale
|
|
161
|
|
|
—
|
|
||
Derivative financial instruments - interest rate swaps
|
|
548
|
|
|
1,089
|
|
||
Security deposits, prepaid rent and other liabilities
|
|
65,012
|
|
|
61,222
|
|
||
Intangible liabilities, net
|
|
64,964
|
|
|
68,203
|
|
||
Total liabilities
|
|
2,966,732
|
|
|
3,079,397
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Redeemable noncontrolling interests
|
|
6,644
|
|
|
6,737
|
|
||
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; 207,493,355 and 204,892,118 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively
|
|
2,075
|
|
|
2,049
|
|
||
Additional paid-in capital
|
|
4,580,373
|
|
|
4,508,528
|
|
||
Accumulated other comprehensive loss
|
|
1,367
|
|
|
274
|
|
||
Cumulative dividends in excess of earnings
|
|
(1,332,759
|
)
|
|
(1,232,069
|
)
|
||
Total stockholders’ equity
|
|
3,251,056
|
|
|
3,278,782
|
|
||
Noncontrolling interests
|
|
77,698
|
|
|
84,666
|
|
||
Total equity
|
|
3,328,754
|
|
|
3,363,448
|
|
||
Total liabilities and equity
|
|
$
|
6,302,130
|
|
|
$
|
6,449,582
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
173,221
|
|
|
$
|
139,525
|
|
|
$
|
348,788
|
|
|
$
|
263,518
|
|
Interest and other operating income
|
111
|
|
|
354
|
|
|
205
|
|
|
708
|
|
||||
Total revenues
|
173,332
|
|
|
139,879
|
|
|
348,993
|
|
|
264,226
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Rental
|
53,553
|
|
|
43,523
|
|
|
109,575
|
|
|
82,543
|
|
||||
General and administrative
|
8,725
|
|
|
8,472
|
|
|
17,511
|
|
|
16,895
|
|
||||
Transaction
|
396
|
|
|
5,073
|
|
|
587
|
|
|
5,357
|
|
||||
Depreciation and amortization
|
69,104
|
|
|
55,353
|
|
|
139,496
|
|
|
102,409
|
|
||||
Impairment
|
—
|
|
|
5,093
|
|
|
4,606
|
|
|
5,093
|
|
||||
Total expenses
|
131,778
|
|
|
117,514
|
|
|
271,775
|
|
|
212,297
|
|
||||
Income before other income (expense)
|
41,554
|
|
|
22,365
|
|
|
77,218
|
|
|
51,929
|
|
||||
Interest income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest related to derivative financial instruments
|
186
|
|
|
(239
|
)
|
|
128
|
|
|
(563
|
)
|
||||
Gain on change in fair value of derivative financial instruments, net
|
—
|
|
|
45
|
|
|
—
|
|
|
884
|
|
||||
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments
|
186
|
|
|
(194
|
)
|
|
128
|
|
|
321
|
|
||||
Interest related to debt
|
(26,491
|
)
|
|
(17,706
|
)
|
|
(52,686
|
)
|
|
(33,764
|
)
|
||||
Gain on sale of real estate, net
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Loss on extinguishment of debt, net
|
—
|
|
|
(10,386
|
)
|
|
—
|
|
|
(10,418
|
)
|
||||
Income from unconsolidated joint venture
|
403
|
|
|
63
|
|
|
973
|
|
|
63
|
|
||||
Other income
|
5
|
|
|
6
|
|
|
40
|
|
|
14
|
|
||||
Net income (loss)
|
$
|
15,657
|
|
|
$
|
(5,852
|
)
|
|
$
|
25,673
|
|
|
$
|
8,148
|
|
Net income attributable to noncontrolling interests
(1)
|
(311
|
)
|
|
(66
|
)
|
|
(525
|
)
|
|
(521
|
)
|
||||
Net income (loss) attributable to common stockholders
|
$
|
15,346
|
|
|
$
|
(5,918
|
)
|
|
$
|
25,148
|
|
|
$
|
7,627
|
|
Earnings per common share - basic:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders
|
$
|
0.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
Earnings per common share - diluted:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders
|
$
|
0.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
205,241
|
|
|
176,464
|
|
|
205,155
|
|
|
159,218
|
|
||||
Diluted
|
209,259
|
|
|
176,464
|
|
|
209,218
|
|
|
163,490
|
|
||||
Dividends declared per common share
|
$
|
0.305
|
|
|
$
|
0.300
|
|
|
$
|
0.610
|
|
|
$
|
0.600
|
|
|
|
|
|
|
|
|
|
||||||||
(1) Includes amounts attributable to redeemable noncontrolling interests.
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
15,657
|
|
|
$
|
(5,852
|
)
|
|
$
|
25,673
|
|
|
$
|
8,148
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive gain (loss)
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gains (losses) on cash flow hedges
|
214
|
|
|
(748
|
)
|
|
1,114
|
|
|
(836
|
)
|
||||
Total other comprehensive gain (loss)
|
214
|
|
|
(748
|
)
|
|
1,114
|
|
|
(836
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income (loss)
|
15,871
|
|
|
(6,600
|
)
|
|
26,787
|
|
|
7,312
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
(301
|
)
|
|
(27
|
)
|
|
(499
|
)
|
|
(449
|
)
|
||||
Total comprehensive income (loss) attributable to common stockholders
|
$
|
15,570
|
|
|
$
|
(6,627
|
)
|
|
$
|
26,288
|
|
|
$
|
6,863
|
|
|
Class A Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Gain (Loss)
|
|
Cumulative Dividends in Excess of Earnings
|
|
Total Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|||||||||||||||||||||||||||
Balance as of December 31, 2016
|
141,719
|
|
|
$
|
1,417
|
|
|
$
|
2,754,818
|
|
|
$
|
—
|
|
|
$
|
(1,068,961
|
)
|
|
$
|
1,687,274
|
|
|
$
|
93,143
|
|
|
$
|
1,780,417
|
|
Issuance of common stock in HTA
|
58,623
|
|
|
586
|
|
|
1,623,636
|
|
|
—
|
|
|
—
|
|
|
1,624,222
|
|
|
—
|
|
|
1,624,222
|
|
|||||||
Issuance of operating partnership units in HTALP in connection with an acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
610
|
|
|
610
|
|
|||||||
Share-based award transactions, net
|
198
|
|
|
2
|
|
|
3,837
|
|
|
—
|
|
|
—
|
|
|
3,839
|
|
|
—
|
|
|
3,839
|
|
|||||||
Repurchase and cancellation of common stock
|
(114
|
)
|
|
(1
|
)
|
|
(3,338
|
)
|
|
—
|
|
|
—
|
|
|
(3,339
|
)
|
|
—
|
|
|
(3,339
|
)
|
|||||||
Redemption of noncontrolling interest and other
|
221
|
|
|
2
|
|
|
5,530
|
|
|
—
|
|
|
—
|
|
|
5,532
|
|
|
(5,532
|
)
|
|
—
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103,273
|
)
|
|
(103,273
|
)
|
|
(2,651
|
)
|
|
(105,924
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,627
|
|
|
7,627
|
|
|
469
|
|
|
8,096
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(816
|
)
|
|
—
|
|
|
(816
|
)
|
|
(20
|
)
|
|
(836
|
)
|
|||||||
Balance as of June 30, 2017
|
200,647
|
|
|
$
|
2,006
|
|
|
$
|
4,384,483
|
|
|
$
|
(816
|
)
|
|
$
|
(1,164,607
|
)
|
|
$
|
3,221,066
|
|
|
$
|
86,019
|
|
|
$
|
3,307,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2017
|
204,892
|
|
|
$
|
2,049
|
|
|
$
|
4,508,528
|
|
|
$
|
274
|
|
|
$
|
(1,232,069
|
)
|
|
$
|
3,278,782
|
|
|
$
|
84,666
|
|
|
$
|
3,363,448
|
|
Issuance of common stock in HTA
|
2,550
|
|
|
25
|
|
|
72,789
|
|
|
—
|
|
|
—
|
|
|
72,814
|
|
|
—
|
|
|
72,814
|
|
|||||||
Share-based award transactions, net
|
296
|
|
|
3
|
|
|
5,700
|
|
|
—
|
|
|
—
|
|
|
5,703
|
|
|
—
|
|
|
5,703
|
|
|||||||
Repurchase and cancellation of common stock
|
(429
|
)
|
|
(4
|
)
|
|
(11,549
|
)
|
|
—
|
|
|
—
|
|
|
(11,553
|
)
|
|
—
|
|
|
(11,553
|
)
|
|||||||
Redemption of noncontrolling interest and other
|
184
|
|
|
2
|
|
|
4,905
|
|
|
—
|
|
|
—
|
|
|
4,907
|
|
|
(4,907
|
)
|
|
—
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125,838
|
)
|
|
(125,838
|
)
|
|
(2,560
|
)
|
|
(128,398
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,148
|
|
|
25,148
|
|
|
478
|
|
|
25,626
|
|
|||||||
Other comprehensive gain
|
—
|
|
|
—
|
|
|
—
|
|
|
1,093
|
|
|
—
|
|
|
1,093
|
|
|
21
|
|
|
1,114
|
|
|||||||
Balance as of June 30, 2018
|
207,493
|
|
|
$
|
2,075
|
|
|
$
|
4,580,373
|
|
|
$
|
1,367
|
|
|
$
|
(1,332,759
|
)
|
|
$
|
3,251,056
|
|
|
$
|
77,698
|
|
|
$
|
3,328,754
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
25,673
|
|
|
$
|
8,148
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization and other
|
135,177
|
|
|
100,536
|
|
||
Share-based compensation expense
|
5,703
|
|
|
3,839
|
|
||
Impairment
|
4,606
|
|
|
5,093
|
|
||
Income from unconsolidated joint venture
|
(973
|
)
|
|
(63
|
)
|
||
Distributions from unconsolidated joint venture
|
975
|
|
|
—
|
|
||
Gain on sale of real estate, net
|
—
|
|
|
(3
|
)
|
||
Loss on extinguishment of debt, net
|
—
|
|
|
10,418
|
|
||
Change in fair value of derivative financial instruments
|
—
|
|
|
(884
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables and other assets, net
|
(2,956
|
)
|
|
(2,742
|
)
|
||
Accounts payable and accrued liabilities
|
(13,254
|
)
|
|
14,272
|
|
||
Prepaid rent and other liabilities
|
1,157
|
|
|
1,907
|
|
||
Net cash provided by operating activities
|
156,108
|
|
|
140,521
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Investments in real estate
|
(11,887
|
)
|
|
(2,202,815
|
)
|
||
Investment in unconsolidated joint venture
|
—
|
|
|
(68,839
|
)
|
||
Development of real estate
|
(23,861
|
)
|
|
(348
|
)
|
||
Proceeds from the sale of real estate
|
—
|
|
|
4,746
|
|
||
Capital expenditures
|
(34,110
|
)
|
|
(26,022
|
)
|
||
Collection of real estate notes receivable
|
347
|
|
|
—
|
|
||
Net cash used in investing activities
|
(69,511
|
)
|
|
(2,293,278
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings on unsecured revolving credit facility
|
85,000
|
|
|
305,000
|
|
||
Payments on unsecured revolving credit facility
|
(85,000
|
)
|
|
(393,000
|
)
|
||
Proceeds from unsecured senior notes
|
—
|
|
|
900,000
|
|
||
Payments on secured mortgage loans
|
(99,218
|
)
|
|
(74,319
|
)
|
||
Deferred financing costs
|
—
|
|
|
(9,400
|
)
|
||
Debt extinguishment costs
|
—
|
|
|
(10,391
|
)
|
||
Security deposits
|
222
|
|
|
1,964
|
|
||
Proceeds from issuance of common stock
|
72,814
|
|
|
1,624,222
|
|
||
Repurchase and cancellation of common stock
|
(11,553
|
)
|
|
(3,339
|
)
|
||
Dividends paid
|
(125,128
|
)
|
|
(85,683
|
)
|
||
Distributions paid to noncontrolling interest of limited partners
|
(2,689
|
)
|
|
(2,722
|
)
|
||
Net cash (used in) provided by financing activities
|
(165,552
|
)
|
|
2,252,332
|
|
||
Net change in cash, cash equivalents and restricted cash
|
(78,955
|
)
|
|
99,575
|
|
||
Cash, cash equivalents and restricted cash - beginning of period
|
118,560
|
|
|
25,045
|
|
||
Cash, cash equivalents and restricted cash - end of period
|
$
|
39,605
|
|
|
$
|
124,620
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
|
||||
Real estate investments:
|
|
|
|
|
||||
Land
|
|
$
|
486,403
|
|
|
$
|
485,319
|
|
Building and improvements
|
|
5,873,927
|
|
|
5,830,824
|
|
||
Lease intangibles
|
|
633,938
|
|
|
639,199
|
|
||
Construction in progress
|
|
21,397
|
|
|
14,223
|
|
||
|
|
7,015,665
|
|
|
6,969,565
|
|
||
Accumulated depreciation and amortization
|
|
(1,146,260
|
)
|
|
(1,021,691
|
)
|
||
Real estate investments, net
|
|
5,869,405
|
|
|
5,947,874
|
|
||
Assets held for sale, net
|
|
6,916
|
|
|
—
|
|
||
Investment in unconsolidated joint venture
|
|
67,870
|
|
|
68,577
|
|
||
Cash and cash equivalents
|
|
26,191
|
|
|
100,356
|
|
||
Restricted cash
|
|
13,414
|
|
|
18,204
|
|
||
Receivables and other assets, net
|
|
215,250
|
|
|
207,857
|
|
||
Other intangibles, net
|
|
103,084
|
|
|
106,714
|
|
||
Total assets
|
|
$
|
6,302,130
|
|
|
$
|
6,449,582
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Debt
|
|
$
|
2,683,531
|
|
|
$
|
2,781,031
|
|
Accounts payable and accrued liabilities
|
|
152,516
|
|
|
167,852
|
|
||
Liabilities of assets held for sale
|
|
161
|
|
|
—
|
|
||
Derivative financial instruments - interest rate swaps
|
|
548
|
|
|
1,089
|
|
||
Security deposits, prepaid rent and other liabilities
|
|
65,012
|
|
|
61,222
|
|
||
Intangible liabilities, net
|
|
64,964
|
|
|
68,203
|
|
||
Total liabilities
|
|
2,966,732
|
|
|
3,079,397
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
|
6,644
|
|
|
6,737
|
|
||
Partners’ Capital:
|
|
|
|
|
||||
Limited partners’
capital, 3,939,816 and
4,124,148 units issued and outstanding as of June 30, 2018 and December 31, 2017, respectively
|
|
77,428
|
|
|
84,396
|
|
||
General partners’ capital, 207,493,355 and 204,892,118 units issued and outstanding as of June 30, 2018 and December 31, 2017, respectively
|
|
3,251,326
|
|
|
3,279,052
|
|
||
Total partners’ capital
|
|
3,328,754
|
|
|
3,363,448
|
|
||
Total liabilities and partners’ capital
|
|
$
|
6,302,130
|
|
|
$
|
6,449,582
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
173,221
|
|
|
$
|
139,525
|
|
|
$
|
348,788
|
|
|
$
|
263,518
|
|
Interest and other operating income
|
111
|
|
|
354
|
|
|
205
|
|
|
708
|
|
||||
Total revenues
|
173,332
|
|
|
139,879
|
|
|
348,993
|
|
|
264,226
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Rental
|
53,553
|
|
|
43,523
|
|
|
109,575
|
|
|
82,543
|
|
||||
General and administrative
|
8,725
|
|
|
8,472
|
|
|
17,511
|
|
|
16,895
|
|
||||
Transaction
|
396
|
|
|
5,073
|
|
|
587
|
|
|
5,357
|
|
||||
Depreciation and amortization
|
69,104
|
|
|
55,353
|
|
|
139,496
|
|
|
102,409
|
|
||||
Impairment
|
—
|
|
|
5,093
|
|
|
4,606
|
|
|
5,093
|
|
||||
Total expenses
|
131,778
|
|
|
117,514
|
|
|
271,775
|
|
|
212,297
|
|
||||
Income before other income (expense)
|
41,554
|
|
|
22,365
|
|
|
77,218
|
|
|
51,929
|
|
||||
Interest income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest related to derivative financial instruments
|
186
|
|
|
(239
|
)
|
|
128
|
|
|
(563
|
)
|
||||
Gain on change in fair value of derivative financial instruments, net
|
—
|
|
|
45
|
|
|
—
|
|
|
884
|
|
||||
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments
|
186
|
|
|
(194
|
)
|
|
128
|
|
|
321
|
|
||||
Interest related to debt
|
(26,491
|
)
|
|
(17,706
|
)
|
|
(52,686
|
)
|
|
(33,764
|
)
|
||||
Gain on sale of real estate, net
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Loss on extinguishment of debt, net
|
—
|
|
|
(10,386
|
)
|
|
—
|
|
|
(10,418
|
)
|
||||
Income from unconsolidated joint venture
|
403
|
|
|
63
|
|
|
973
|
|
|
63
|
|
||||
Other income
|
5
|
|
|
6
|
|
|
40
|
|
|
14
|
|
||||
Net income (loss)
|
$
|
15,657
|
|
|
$
|
(5,852
|
)
|
|
$
|
25,673
|
|
|
$
|
8,148
|
|
Net income attributable to noncontrolling interests
|
(14
|
)
|
|
(22
|
)
|
|
(47
|
)
|
|
(52
|
)
|
||||
Net income (loss) attributable to common unitholders
|
$
|
15,643
|
|
|
$
|
(5,874
|
)
|
|
$
|
25,626
|
|
|
$
|
8,096
|
|
Earnings per common unit - basic:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common unitholders
|
$
|
0.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
Earnings per common unit - diluted:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common unitholders
|
$
|
0.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
Weighted average common units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
209,259
|
|
|
180,672
|
|
|
209,218
|
|
|
163,490
|
|
||||
Diluted
|
209,259
|
|
|
180,672
|
|
|
209,218
|
|
|
163,490
|
|
||||
Dividends declared per common unit
|
$
|
0.305
|
|
|
$
|
0.300
|
|
|
$
|
0.610
|
|
|
$
|
0.600
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
15,657
|
|
|
$
|
(5,852
|
)
|
|
$
|
25,673
|
|
|
$
|
8,148
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive gain (loss)
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gains (losses) on cash flow hedges
|
214
|
|
|
(748
|
)
|
|
1,114
|
|
|
(836
|
)
|
||||
Total other comprehensive gain (loss)
|
214
|
|
|
(748
|
)
|
|
1,114
|
|
|
(836
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income (loss)
|
15,871
|
|
|
(6,600
|
)
|
|
26,787
|
|
|
7,312
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
(14
|
)
|
|
(22
|
)
|
|
(47
|
)
|
|
(52
|
)
|
||||
Total comprehensive income (loss) attributable to common unitholders
|
$
|
15,857
|
|
|
$
|
(6,622
|
)
|
|
$
|
26,740
|
|
|
$
|
7,260
|
|
|
General Partners’ Capital
|
|
Limited Partners’ Capital
|
|
Total Partners’ Capital
|
||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||
Balance as of December 31, 2016
|
141,719
|
|
|
$
|
1,687,544
|
|
|
4,323
|
|
|
$
|
92,873
|
|
|
$
|
1,780,417
|
|
Issuance of general partner units
|
58,623
|
|
|
1,624,222
|
|
|
—
|
|
|
—
|
|
|
1,624,222
|
|
|||
Issuance of limited partner units in connection with an acquisition
|
—
|
|
|
—
|
|
|
21
|
|
|
610
|
|
|
610
|
|
|||
Share-based award transactions, net
|
198
|
|
|
3,839
|
|
|
—
|
|
|
—
|
|
|
3,839
|
|
|||
Redemption and cancellation of general partner units
|
(114
|
)
|
|
(3,339
|
)
|
|
—
|
|
|
—
|
|
|
(3,339
|
)
|
|||
Redemption of limited partner units and other
|
221
|
|
|
5,532
|
|
|
(221
|
)
|
|
(5,532
|
)
|
|
—
|
|
|||
Distributions declared
|
—
|
|
|
(103,273
|
)
|
|
—
|
|
|
(2,651
|
)
|
|
(105,924
|
)
|
|||
Net income
|
—
|
|
|
7,627
|
|
|
—
|
|
|
469
|
|
|
8,096
|
|
|||
Other comprehensive loss
|
—
|
|
|
(816
|
)
|
|
—
|
|
|
(20
|
)
|
|
(836
|
)
|
|||
Balance as of June 30, 2017
|
200,647
|
|
|
$
|
3,221,336
|
|
|
4,123
|
|
|
$
|
85,749
|
|
|
$
|
3,307,085
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2017
|
204,892
|
|
|
$
|
3,279,052
|
|
|
4,124
|
|
|
$
|
84,396
|
|
|
$
|
3,363,448
|
|
Issuance of general partner units
|
2,550
|
|
|
72,814
|
|
|
—
|
|
|
—
|
|
|
72,814
|
|
|||
Share-based award transactions, net
|
296
|
|
|
5,703
|
|
|
—
|
|
|
—
|
|
|
5,703
|
|
|||
Redemption and cancellation of general partner units
|
(429
|
)
|
|
(11,553
|
)
|
|
—
|
|
|
—
|
|
|
(11,553
|
)
|
|||
Redemption of limited partner units and other
|
184
|
|
|
4,907
|
|
|
(184
|
)
|
|
(4,907
|
)
|
|
—
|
|
|||
Distributions declared
|
—
|
|
|
(125,838
|
)
|
|
—
|
|
|
(2,560
|
)
|
|
(128,398
|
)
|
|||
Net income
|
—
|
|
|
25,148
|
|
|
—
|
|
|
478
|
|
|
25,626
|
|
|||
Other comprehensive gain
|
—
|
|
|
1,093
|
|
|
—
|
|
|
21
|
|
|
1,114
|
|
|||
Balance as of June 30, 2018
|
207,493
|
|
|
$
|
3,251,326
|
|
|
3,940
|
|
|
$
|
77,428
|
|
|
$
|
3,328,754
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
25,673
|
|
|
$
|
8,148
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization and other
|
135,177
|
|
|
100,536
|
|
||
Share-based compensation expense
|
5,703
|
|
|
3,839
|
|
||
Impairment
|
4,606
|
|
|
5,093
|
|
||
Income from unconsolidated joint venture
|
(973
|
)
|
|
(63
|
)
|
||
Distributions from unconsolidated joint venture
|
975
|
|
|
—
|
|
||
Gain on sale of real estate, net
|
—
|
|
|
(3
|
)
|
||
Loss on extinguishment of debt, net
|
—
|
|
|
10,418
|
|
||
Change in fair value of derivative financial instruments
|
—
|
|
|
(884
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables and other assets, net
|
(2,956
|
)
|
|
(2,742
|
)
|
||
Accounts payable and accrued liabilities
|
(13,254
|
)
|
|
14,272
|
|
||
Prepaid rent and other liabilities
|
1,157
|
|
|
1,907
|
|
||
Net cash provided by operating activities
|
156,108
|
|
|
140,521
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Investments in real estate
|
(11,887
|
)
|
|
(2,202,815
|
)
|
||
Investment in unconsolidated joint venture
|
—
|
|
|
(68,839
|
)
|
||
Development of real estate
|
(23,861
|
)
|
|
(348
|
)
|
||
Proceeds from the sale of real estate
|
—
|
|
|
4,746
|
|
||
Capital expenditures
|
(34,110
|
)
|
|
(26,022
|
)
|
||
Collection of real estate notes receivable
|
347
|
|
|
—
|
|
||
Net cash used in investing activities
|
(69,511
|
)
|
|
(2,293,278
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings on unsecured revolving credit facility
|
85,000
|
|
|
305,000
|
|
||
Payments on unsecured revolving credit facility
|
(85,000
|
)
|
|
(393,000
|
)
|
||
Proceeds from unsecured senior notes
|
—
|
|
|
900,000
|
|
||
Payments on secured mortgage loans
|
(99,218
|
)
|
|
(74,319
|
)
|
||
Deferred financing costs
|
—
|
|
|
(9,400
|
)
|
||
Debt extinguishment costs
|
—
|
|
|
(10,391
|
)
|
||
Security deposits
|
222
|
|
|
1,964
|
|
||
Proceeds from issuance of general partner units
|
72,814
|
|
|
1,624,222
|
|
||
Repurchase and cancellation of general partner units
|
(11,553
|
)
|
|
(3,339
|
)
|
||
Distributions paid to general partner
|
(125,128
|
)
|
|
(85,683
|
)
|
||
Distributions paid to limited partners and redeemable noncontrolling interests
|
(2,689
|
)
|
|
(2,722
|
)
|
||
Net cash (used in) provided by financing activities
|
(165,552
|
)
|
|
2,252,332
|
|
||
Net change in cash, cash equivalents and restricted cash
|
(78,955
|
)
|
|
99,575
|
|
||
Cash, cash equivalents and restricted cash - beginning of period
|
118,560
|
|
|
25,045
|
|
||
Cash, cash equivalents and restricted cash - end of period
|
$
|
39,605
|
|
|
$
|
124,620
|
|
|
June 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
$
|
26,191
|
|
|
$
|
91,444
|
|
Restricted cash
|
13,414
|
|
|
33,176
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
39,605
|
|
|
$
|
124,620
|
|
Accounting Pronouncement
|
|
Description
|
|
Effective Date
|
|
Effect on financial statements
|
Topic 606; collectively, ASU 2014-09, 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, ASU 2017-05, ASU 2017-10, ASU 2017-13 and ASU 2017-14
Revenue from Contracts with Customers
(Issued May 2014, August 2015, March 2016, April 2016, May 2016, December 2016, February 2017, May 2017, September 2017 and November 2017)
|
|
In May 2014, the FASB issued Topic 606. The objective of Topic 606 is to establish a comprehensive new five-step model requiring a company to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (i.e., payment) to which the company expects to be entitled in exchange for those goods or services. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to Topic 606. Topic 606 does not apply to revenue from lease contracts until the adoption of the new leases standard in ASU 2016-02, in January 2019.
ASU 2017-05 applies to all nonfinancial assets (including real estate) for which the counterparty is not a customer and requires an entity to derecognize a nonfinancial asset in a partial sale transaction when it ceases to have a controlling financial interest in the asset and has transferred control of the asset. Once an entity transfers control of the nonfinancial asset, the entity is required to measure any noncontrolling interest it receives or retains at fair value. Under the current guidance, a partial sale is recognized and carryover basis is used for the retained interest resulting in only partial gain recognition by the entity, however, the new guidance eliminates the use of carryover basis and generally requires the full gain to be recognized.
In adopting Topic 606, companies may use either a full retrospective or a modified retrospective approach.
|
|
Topic 606 is effective for fiscal years beginning after December 15, 2017 along with the right of early adoption as of the original effective date.
|
|
We adopted Topic 606 effective January 1, 2018 to all open contracts using the modified retrospective approach.
As part of the adoption, we identified all revenue streams and concluded that revenues from leasing arrangements represented substantially all of our revenue and is generally excluded from the scope of Topic 606. Rather, rental revenue, including any executory type costs, will be governed and evaluated with the adoption of Topic 842 as described below. In addition, under Topic 606, revenue recognition for real estate sales will be substantially based on a principles-based approach to determine whether there has been transfer of control versus continuing involvement under the current guidance. There have not been, nor do we anticipate, any reclassifications or material impacts on our consolidated financial statements as a result of this adoption.
|
ASU 2017-09
Compensation - Stock Compensation (Topic 718): Clarifying the Scope of Modification
(Issued May 2017)
|
|
ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms and conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718.
|
|
ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.
|
|
We adopted ASU 2017-09 as of January 1, 2018. There have not been, nor do we anticipate, any reclassifications or material impacts on our consolidated financial statements as a result of this adoption.
|
ASU 2017-12
Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
(Issued August 2017)
|
|
ASU 2017-12 expands and refines hedge accounting for both financial (e.g., interest rate) and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness.
|
|
ASU 2017-12 is effective for fiscal years beginning after December 15, 2018 with early adoption permitted.
|
|
We adopted ASU 2017-12 as of January 1, 2018. Using the modified retrospective approach, the cumulative effect of the ineffective
ness for the year ended December 31, 2017 was immaterial; therefore, no adjustment was made to beginning retained earnings.
Additionally, as a result of the adoption, we no longer disclose the ineffective portion of the change in fair value of our derivative financial instruments. The entire change in the fair value of the hedging instruments included in the assessment of hedge effectiveness will now be recorded in other comprehensive income and subsequently reclassified to interest expense in the period the hedging instrument affects earnings.
|
Accounting Pronouncement
|
|
Description
|
|
Effective Date
|
|
Effect on financial statements
|
Topic 842; collectively ASU 2016-02, 2018-01 and 2018-11
Leases
(Issued February 2016, January 2018 and July 2018)
|
|
In February 2016, the FASB issued Topic 842. Topic 842 will supersede the existing guidance for lease accounting and states that companies will be required to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. Topic 842 requires qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand the nature of the entity’s leasing activities, including significant judgments and changes in judgments.
ASU 2018-01 provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current lease guidance in Topic 840. An entity that elects this practical expedient should evaluate new or modified land easements under Topic 842 beginning at the date the entity adopts Topic 842; otherwise, an entity should evaluate all existing or expired land easements in connection with the adoption of the new lease requirements in Topic 842 to assess whether they meet the definition of a lease.
Within Topic 842, lessor accounting remained fairly unchanged. In adopting Topic 842, companies will be required to either use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements or with the adoption of ASU 2018-11, an optional transition method whereby an entity initially applies the new lease standard at the adoption date and recognizes a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption.
|
|
Topic 842 is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted.
|
|
We will adopt the provisions of Topic 842 as of January 1, 2019. We anticipate that we will elect (a) the practical expedient offered that allows an entity to not reassess upon adoption (i) whether an expired or existing contract contains a lease arrangement, (ii) lease classification related to expired or existing lease arrangements, or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs, and (b) as part of ASU 2018-11, the practical expedient to not separate certain non-lease components, such as common area maintenance from lease revenue if (i) the timing and pattern of revenue recognition are the same for the non-lease component, and (ii) the related lease component and the combined single lease component would be classified as an operating lease.
As part of the adoption, all leases for which we are the lessee, including ground leases and certain other corporate leases, will be recorded in our consolidated financial statements as either financing or operating leases with corresponding right of use assets and lease liability obligations. Management has commenced the reevaluation of all leases where we are the lessee to determine (a) the total future lease payments, including an assessment of the availability and likelihood of our exercising extension options available to us under the terms of the respective leases, (b) an appropriate incremental borrowing rate in light of the extended term of our ground leases, and (c) an abstract of all applicable lease provisions that may cause the treatment of these leases to be classified differently under ASC 842 than what they are currently being classified as under current accounting guidance. We anticipate that our assessment will be concluded by December 31, 2018 and that we will have evaluated all leases sufficiently to provide a range of potential impact to our financial statements.
Further, with respect to initial direct costs, we are currently assessing the projected impact to the accounting of such costs, including the impact of potential changes to our use of internal and external leasing and leasing-related personnel, potential changes in compensation structures to such individuals, and other considerations of related costs that could have an impact to our financial statements. For the six months ended June 30, 2018, we have capitalized approximately $2.2 million of internal initial direct costs (as defined by the current lease standard, ASC 840 - Leases). Upon the adoption of Topic 842, these internal initial direct costs will either in part or in their entirety be classified as selling or general and administrative costs on our consolidated results of operations, depending on the finalization of our assessment of the impact of such adoption.
|
ASU 2016-13
Financial Instruments Credit Losses: Measurement of Credit Losses on Financial Instruments (Issued June 2016) |
|
ASU 2016-13 is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis.
|
|
ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted.
|
|
We do not anticipate early adoption or there to be a material impact, however, we are evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements.
|
Accounting Pronouncement
|
|
Description
|
|
Effective Date
|
|
Effect on financial statements
|
ASU 2018-07
Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (Issued June 2018) |
|
ASU 2018-07 expands the scope of Topic 718 and the amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (i) financing to the issuer or (ii) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606.
|
|
ASU 2018-07 is effective for fiscal years beginning after December 15, 2018 with early adoption permitted, but not earlier than an entity’s
adoption date of Topic 606.
|
|
We will adopt ASU 2018-07 as of January 1, 2019. We do not expect there to be a material impact to our consolidated financial statements and related notes.
|
|
Six Months Ended June 30,
|
||
|
2018
|
|
2017
|
Acquired intangible assets
|
8.1
|
|
22.4
|
Acquired intangible liabilities
|
8.1
|
|
21.6
|
|
June 30, 2018
|
||
Buildings and improvements
|
$
|
9,563
|
|
In place leases
|
1,859
|
|
|
|
11,422
|
|
|
Accumulated depreciation and amortization
|
(5,032
|
)
|
|
Real estate assets held for sale, net
|
6,390
|
|
|
Receivables and other assets, net
|
526
|
|
|
Assets held for sale, net
|
$
|
6,916
|
|
|
|
||
Security deposits, prepaid rent & other liabilities
|
$
|
161
|
|
Liabilities of assets held for sale
|
$
|
161
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||
|
Balance
|
|
Weighted Average Remaining
Amortization in Years
|
|
Balance
|
|
Weighted Average Remaining
Amortization in Years
|
||||
Assets:
|
|
|
|
|
|
|
|
||||
In place leases
|
$
|
471,268
|
|
|
9.7
|
|
$
|
474,252
|
|
|
9.8
|
Tenant relationships
|
162,670
|
|
|
10.3
|
|
164,947
|
|
|
10.2
|
||
Above market leases
|
39,187
|
|
|
6.2
|
|
40,082
|
|
|
6.3
|
||
Below market leasehold interests
|
92,362
|
|
|
64.6
|
|
92,362
|
|
|
63.4
|
||
|
765,487
|
|
|
|
|
771,643
|
|
|
|
||
Accumulated amortization
|
(344,214
|
)
|
|
|
|
(312,655
|
)
|
|
|
||
Total
|
$
|
421,273
|
|
|
20.9
|
|
$
|
458,988
|
|
|
19.5
|
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||
Below market leases
|
$
|
61,952
|
|
|
14.5
|
|
$
|
61,820
|
|
|
14.7
|
Above market leasehold interests
|
20,610
|
|
|
49.7
|
|
20,610
|
|
|
50.1
|
||
|
82,562
|
|
|
|
|
82,430
|
|
|
|
||
Accumulated amortization
|
(17,598
|
)
|
|
|
|
(14,227
|
)
|
|
|
||
Total
|
$
|
64,964
|
|
|
24.9
|
|
$
|
68,203
|
|
|
25.0
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Amortization recorded against rental income related to above and (below) market leases
|
$
|
(246
|
)
|
|
$
|
(40
|
)
|
|
$
|
(308
|
)
|
|
$
|
(263
|
)
|
Rental expense related to above and (below) market leasehold interests
|
286
|
|
|
166
|
|
|
563
|
|
|
295
|
|
||||
Amortization expense related to in place leases and tenant relationships
|
16,677
|
|
|
14,457
|
|
|
34,325
|
|
|
27,187
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Tenant receivables, net
|
$
|
16,606
|
|
|
$
|
20,269
|
|
Other receivables, net
|
15,159
|
|
|
9,305
|
|
||
Deferred financing costs, net
|
6,897
|
|
|
7,759
|
|
||
Deferred leasing costs, net
|
27,846
|
|
|
25,494
|
|
||
Straight-line rent receivables, net
|
93,176
|
|
|
85,143
|
|
||
Prepaid expenses, deposits, equipment and other, net
|
53,567
|
|
|
58,358
|
|
||
Derivative financial instruments - interest rate swaps
|
1,999
|
|
|
1,529
|
|
||
Total
|
$
|
215,250
|
|
|
$
|
207,857
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Amortization expense related to deferred leasing costs
|
$
|
1,303
|
|
|
$
|
1,472
|
|
|
$
|
2,809
|
|
|
$
|
2,734
|
|
Interest expense related to deferred financing costs
|
431
|
|
|
332
|
|
|
862
|
|
|
663
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Unsecured revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Unsecured term loans
|
500,000
|
|
|
500,000
|
|
||
Unsecured senior notes
|
1,850,000
|
|
|
1,850,000
|
|
||
Fixed rate mortgages loans
|
315,823
|
|
|
414,524
|
|
||
Variable rate mortgages loans
|
37,402
|
|
|
37,918
|
|
||
|
2,703,225
|
|
|
2,802,442
|
|
||
Deferred financing costs, net
|
(14,440
|
)
|
|
(15,850
|
)
|
||
Discount, net
|
(5,254
|
)
|
|
(5,561
|
)
|
||
Total
|
$
|
2,683,531
|
|
|
$
|
2,781,031
|
|
Year
|
|
Amount
|
||
2018
|
|
$
|
3,296
|
|
2019
|
|
107,676
|
|
|
2020
|
|
146,678
|
|
|
2021
|
|
305,772
|
|
|
2022
|
|
463,063
|
|
|
Thereafter
|
|
1,676,740
|
|
|
Total
|
|
$
|
2,703,225
|
|
Year
|
|
Amount
|
||
2018
|
|
$
|
1,411
|
|
2019
|
|
2,827
|
|
|
2020
|
|
2,804
|
|
|
2021
|
|
2,610
|
|
|
2022
|
|
1,987
|
|
|
Thereafter
|
|
2,801
|
|
|
Total
|
|
$
|
14,440
|
|
Interest Rate Swaps
|
|
June 30, 2018
|
||
Number of instruments
|
|
5
|
|
|
Notional amount
|
|
$
|
188,757
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
Fair Value at:
|
|
|
|
Fair Value at:
|
||||||||||||
Derivatives Designated as Hedging Instruments:
|
|
Balance Sheet
Location
|
|
June 30, 2018
|
|
December 31, 2017
|
|
Balance Sheet
Location
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||
Interest rate swaps
|
|
Receivables and other assets
|
|
$
|
1,999
|
|
|
$
|
1,529
|
|
|
Derivative financial instruments
|
|
$
|
548
|
|
|
$
|
1,089
|
|
|
|
Gain (Loss) Recognized in OCI on Derivative
|
|
|
|
Gain (Loss) Reclassified from Accumulated OCI into Income
|
||||||||||||
|
|
Three Months Ended June 30,
|
|
|
|
Three Months Ended June 30,
|
||||||||||||
Derivatives Cash Flow Hedging Relationships:
|
|
2018
|
|
2017
|
|
Statement of Operations Location
|
|
2018
|
|
2017
|
||||||||
Interest rate swaps
|
|
$
|
371
|
|
|
$
|
(1,041
|
)
|
|
Interest related to derivative financial instruments
|
|
$
|
157
|
|
|
$
|
(293
|
)
|
|
|
Gain (Loss) Recognized in OCI on Derivative
|
|
|
|
Gain (Loss) Reclassified from Accumulated OCI into Income
|
||||||||||||
|
|
Six Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
||||||||||||
Derivatives Cash Flow Hedging Relationships:
|
|
2018
|
|
2017
|
|
Statement of Operations Location
|
|
2018
|
|
2017
|
||||||||
Interest rate swaps
|
|
$
|
1,341
|
|
|
$
|
(1,205
|
)
|
|
Interest related to derivative financial instruments
|
|
$
|
227
|
|
|
$
|
(369
|
)
|
|
|
Offsetting of Derivative Assets
|
||||||||||||||||||||||
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts in the Consolidated Balance Sheets
|
|
Net Amounts of Assets Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
June 30, 2018
|
|
$
|
1,999
|
|
|
$
|
—
|
|
|
$
|
1,999
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,999
|
|
December 31, 2017
|
|
1,529
|
|
|
—
|
|
|
1,529
|
|
|
—
|
|
|
—
|
|
|
1,529
|
|
|
|
Offsetting of Derivative Liabilities
|
||||||||||||||||||||||
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts in the Consolidated Balance Sheets
|
|
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
June 30, 2018
|
|
$
|
548
|
|
|
$
|
—
|
|
|
$
|
548
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
548
|
|
December 31, 2017
|
|
1,089
|
|
|
—
|
|
|
1,089
|
|
|
—
|
|
|
—
|
|
|
1,089
|
|
|
June 30, 2018
|
|
June 30, 2017
|
||||||||||
|
Restricted Common Stock
|
|
Weighted
Average Grant
Date Fair Value
|
|
Restricted Common Stock
|
|
Weighted
Average Grant
Date Fair Value
|
||||||
Beginning balance
|
589,606
|
|
|
$
|
29.38
|
|
|
640,870
|
|
|
$
|
27.36
|
|
Granted
|
323,354
|
|
|
28.86
|
|
|
244,753
|
|
|
29.67
|
|
||
Vested
|
(219,418
|
)
|
|
28.97
|
|
|
(248,138
|
)
|
|
25.15
|
|
||
Forfeited
|
(28,611
|
)
|
|
29.59
|
|
|
(47,344
|
)
|
|
28.54
|
|
||
Ending balance
|
664,931
|
|
|
$
|
29.25
|
|
|
590,141
|
|
|
$
|
29.19
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
1,999
|
|
|
$
|
—
|
|
|
$
|
1,999
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
548
|
|
|
$
|
—
|
|
|
$
|
548
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
1,529
|
|
|
$
|
—
|
|
|
$
|
1,529
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
1,089
|
|
|
$
|
—
|
|
|
$
|
1,089
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
MOB
(1)
|
|
$
|
—
|
|
|
$
|
12,985
|
|
|
$
|
—
|
|
|
$
|
12,985
|
|
|
|
|
|
|
|
|
|
|
||||||||
(1) During the six months ended June 30, 2018, we recognized $4.6 million of impairment charges to the carrying value of two MOBs. The estimated fair value as of June 30, 2018 for these MOBs was based upon a sales agreement.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
15,657
|
|
|
$
|
(5,852
|
)
|
|
$
|
25,673
|
|
|
$
|
8,148
|
|
Net income attributable to noncontrolling interests
|
(311
|
)
|
|
(66
|
)
|
|
(525
|
)
|
|
(521
|
)
|
||||
Net income (loss) attributable to common stockholders
|
$
|
15,346
|
|
|
$
|
(5,918
|
)
|
|
$
|
25,148
|
|
|
$
|
7,627
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - basic
|
205,241
|
|
|
176,464
|
|
|
205,155
|
|
|
159,218
|
|
||||
Dilutive shares - partnership units convertible into common stock
|
4,018
|
|
|
—
|
|
|
4,063
|
|
|
4,272
|
|
||||
Adjusted weighted average shares outstanding - diluted
|
209,259
|
|
|
176,464
|
|
|
209,218
|
|
|
163,490
|
|
||||
Earnings per common share - basic
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders
|
$
|
0.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
Earnings per common share - diluted
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders
|
$
|
0.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
15,657
|
|
|
$
|
(5,852
|
)
|
|
$
|
25,673
|
|
|
$
|
8,148
|
|
Net income attributable to noncontrolling interests
|
(14
|
)
|
|
(22
|
)
|
|
(47
|
)
|
|
(52
|
)
|
||||
Net income (loss) attributable to common unitholders
|
$
|
15,643
|
|
|
$
|
(5,874
|
)
|
|
$
|
25,626
|
|
|
$
|
8,096
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average units outstanding - basic
|
209,259
|
|
|
180,672
|
|
|
209,218
|
|
|
163,490
|
|
||||
Dilutive units - partnership units convertible into common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Adjusted weighted average units outstanding - diluted
|
209,259
|
|
|
180,672
|
|
|
209,218
|
|
|
163,490
|
|
||||
Earnings per common unit - basic:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common unitholders
|
$
|
0.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
Earnings per common unit - diluted:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common unitholders
|
$
|
0.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Interest paid
|
$
|
52,260
|
|
|
$
|
31,175
|
|
Income taxes paid
|
1,534
|
|
|
825
|
|
||
|
|
|
|
||||
Supplemental Disclosure of Noncash Investing and Financing Activities:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
454
|
|
|
$
|
2,919
|
|
Debt assumed and entered into in connection with an acquisition
|
—
|
|
|
286,000
|
|
||
Dividend distributions declared, but not paid
|
64,571
|
|
|
61,492
|
|
||
Issuance of operating partnership units in HTALP in connection with an acquisition
|
—
|
|
|
610
|
|
||
Note receivable retired in connection with an acquisition
|
—
|
|
|
2,494
|
|
||
Redemption of noncontrolling interest
|
4,907
|
|
|
5,532
|
|
•
|
Forward-Looking Statements;
|
•
|
Executive Summary;
|
•
|
Company Highlights;
|
•
|
Critical Accounting Policies;
|
•
|
Recently Issued or Adopted Accounting Pronouncements;
|
•
|
Factors Which May Influence Results of Operations;
|
•
|
Results of Operations;
|
•
|
Non-GAAP Financial Measures;
|
•
|
Liquidity and Capital Resources;
|
•
|
Commitments and Contingencies;
|
•
|
Debt Service Requirements;
|
•
|
Off-Balance Sheet Arrangements; and
|
•
|
Inflation.
|
•
|
For the
three months ended June 30, 2018
, our total revenue
increased
23.9%
, or
$33.5 million
, to
$173.3 million
, compared to the
three months ended June 30, 2017
. For the
six months ended June 30, 2018
, our total revenue
increased
32.1%
, or
$84.8 million
, to
$349.0 million
, compared to the
six months ended June 30, 2017
.
|
•
|
For the
three months ended June 30, 2018
, net income or loss was
$15.7 million
, compared to a net loss
$(5.9) million
, for the
three months ended June 30, 2017
. For the
six months ended June 30, 2018
, net income was
$25.7 million
, compared to
$8.1 million
, for the
six months ended June 30, 2017
.
|
•
|
For the
three months ended June 30, 2018
, net income or loss attributable to common stockholders was
$0.07
per diluted share, or
$15.3 million
, compared to
$(0.03)
per diluted share, or
$(5.9) million
, for the
three months ended June 30, 2017
. For the
six months ended June 30, 2018
, net income attributable to common stockholders was
$0.12
per diluted share, or
$25.1 million
, compared to
$0.05
per diluted share, or
$7.6 million
, for the
six months ended June 30, 2017
.
|
•
|
For the
three months ended June 30, 2018
, HTA’s FFO was
$84.4 million
, or
$0.40
per diluted share, compared to
$0.30
per diluted share, or
$54.2 million
, for the
three months ended June 30, 2017
. For the
six months ended June 30, 2018
, HTA’s FFO was
$169.0 million
, or
$0.81
per diluted share, compared to
$0.70
per diluted share, or
$114.4 million
, for the
six months ended June 30, 2017
.
|
•
|
For the
three months ended June 30, 2018
, HTALP’s FFO was
$84.7 million
, or
$0.40
per diluted OP Unit, compared to
$0.30
per diluted OP Unit, or
$54.2 million
, for the
three months ended June 30, 2017
. For the
six months ended June 30, 2018
, HTALP’s FFO was
$169.5 million
, or
$0.81
per diluted OP Unit, compared to
$0.70
per diluted OP Unit, or
$114.9 million
, for the
six months ended June 30, 2017
.
|
•
|
For the
three months ended June 30, 2018
, HTA’s and HTALP’s Normalized FFO was
$0.41
per diluted share and OP Unit, or
$85.1 million
, compared to the
three months ended June 30, 2017
. For the
six months ended June 30, 2018
, HTA’s and HTALP’s Normalized FFO was
$0.81
per diluted share and OP Unit, or
$170.1 million
, compared to the
six months ended June 30, 2017
.
|
•
|
For additional information on FFO and Normalized FFO, see “FFO and Normalized FFO” below, which includes a reconciliation to net income attributable to common stockholders/unitholders and an explanation of why we present this non-GAAP financial measure.
|
•
|
For the
three months ended June 30, 2018
, our NOI
increased
24.2%
, or
$23.4 million
, to
$119.8 million
, compared to the
three months ended June 30, 2017
. For the
six months ended June 30, 2018
, our NOI
increased
31.7%
, or
$57.7 million
, to
$239.4 million
, compared to the
six months ended June 30, 2017
.
|
•
|
For the
three months ended June 30, 2018
, our Same-property Cash NOI
increased
2.6%
, or
$1.9 million
, to
$77.9 million
, compared to the
three months ended June 30, 2017
. For the
six months ended June 30, 2018
, our Same-Property Cash NOI
increased
2.5%
, or
$3.7 million
, to
$154.1 million
, compared to the
six months ended June 30, 2017
. Excluding the MOBs located on our Forest Park Dallas campus, Same-Property Cash NOI growth would have been
3.1%
and
2.8%
for the
three and six months ended June 30, 2018
, respectively.
|
•
|
For additional information on NOI and Same-Property Cash NOI, see “NOI, Cash NOI and Same-Property Cash NOI” below, which includes a reconciliation from net income and an explanation of why we present these non-GAAP financial measures.
|
•
|
Our investment strategy includes alignment with key healthcare systems, hospitals, and leading academic medical universities. We are the largest owner of on-campus or adjacent MOBs in the country, with approximately
16.9 million
square feet of GLA, or
70%
, of our portfolio located in these locations. The remaining
30%
are located in core community outpatient locations where healthcare is increasingly being delivered.
|
•
|
Over the last several years, our investments have been focused in our 20 to 25 key markets which we believe will outperform the broader U.S. from an economic and demographic perspective. As of
June 30, 2018
, approximately
93%
of our portfolio’s GLA is located in the top 75 MSAs. Our key markets represent top MSAs with strong growth metrics in jobs, household income and population, as well as low unemployment and mature healthcare infrastructures. Many of our key markets are also supported by strong university systems.
|
•
|
Our key market focus has enabled us to establish scale and effectively utilize our internal property management and leasing platform to deliver consistent same store growth and additional yield on investments, and also cost effective service to tenants. As of
June 30, 2018
, we had approximately 1 million square feet of GLA in each of our top ten markets and approximately 500,000 square feet in each of our top 16 markets. We expect to establish this scale across 20 to 25 key markets as our portfolio expands.
|
•
|
During the
six months ended June 30, 2018
, we invested $8.4 million to acquire an MOB of approximately 24,000 square feet of GLA in Raleigh, North Carolina, that was 100% leased as of the acquisition date to Duke Health System. In addition, we invested $3.9 million to consolidate our ownership interests in several other MOBs.
|
•
|
During the
three months ended June 30, 2018
, we announced a new development in our key gateway market of Miami, Florida and commenced two redevelopments, including an agreement to build a new on-campus MOB in the Raleigh, North Carolina market. The projects will have total expected construction costs of approximately $70.6 million and are approximately 78% pre-leased to major health systems. These projects include:
|
◦
|
Jackson South MOB located in Miami, Florida. In April 2018, we entered into an agreement to develop a new 51,000 square foot MOB located adjacent to the Jackson South Hospital in Coral Reef, Florida. Total development costs are estimated to be $21.6 million and the building is 70% pre-leased to the hospital. Construction is expected to begin in 2019.
|
◦
|
Cary MOB located in Raleigh, North Carolina. We announced we will redevelop the Medical Park of Cary, our existing 90,000 square foot medical park located adjacent to WakeMed Health & Hospital’s (“WakeMed”), a leading health system based in Raleigh, North Carolina. As part of the project, we will take down four existing buildings totaling 45,000 square feet of GLA and build a new 125,000 square foot Class A MOB. Following this development, Medical Park of Cary will increase to approximately 170,000 square feet of GLA, including buildings that will remain operational through construction. Construction is expected to begin in the spring of 2019, with delivery by 2021 and is expected to cost $43.0 million.
|
•
|
As of
June 30, 2018
, our in-house property management and leasing platform operated approximately
22.7 million
square feet of GLA, or
94%
, of our total portfolio.
|
•
|
As of
June 30, 2018
, our leased rate (includes leases which have been executed, but which have not yet commenced) was
91.9%
by GLA and our occupancy rate was
90.9%
by GLA.
|
•
|
We entered into new and renewal leases on approximately
1.0 million
and
1.7 million
square feet of GLA, or
4.2%
and
6.9%
, respectively, of our portfolio during the
three and six months ended June 30, 2018
.
|
•
|
Tenant retention for the Same-Property portfolio was
86%
and
84%
, which included approximately
0.7 million
and
1.3 million
square feet of GLA of expiring leases, for the quarter and year-to-date, respectively, which we believe is indicative of our commitment to maintaining buildings in desirable locations and fostering strong tenant relationships. Tenant retention is defined as the sum of the total leased GLA of tenants that renewed a lease during the period over the total GLA of leases that renewed or expired during the period.
|
•
|
As of
June 30, 2018
, we had total leverage, measured by debt less cash and cash equivalents to total capitalization, of
31.8%
. Total liquidity was
$1.0 billion
, including cash and cash equivalents of
$26.2 million
and
$994.5 million
available on our unsecured revolving credit facility (includes the impact of
$5.5 million
of outstanding letters of credit) as of
June 30, 2018
.
|
•
|
As of
June 30, 2018
, the weighted average remaining term of our debt portfolio was
5.4
years.
|
•
|
Subsequent to
June 30, 2018
,
HTALP
entered into a modification of our
$200.0 million
unsecured term loan due in 2023. The modification decreased pricing at our current credit rating by
65 basis points
from LIBOR plus
165 basis points
to LIBOR plus
100 basis points
. The maturity date was also extended by five months to January 2024. The other material terms of the unsecured term loan prior to the modification remained substantially unchanged.
|
•
|
On
June 8, 2018
, our Board of Directors approved a stock repurchase plan authorizing us to purchase up to
$100.0 million
of our common stock from time to time prior to the expiration thereof on
June 7, 2020
. During June 2018, pursuant to this plan, we repurchased
333,002
shares of our common stock, at an average price of
$26.26
per share, for an aggregate amount of
$8.7 million
. Subsequent to
June 30, 2018
, our Board of Directors terminated the foregoing plan and adopted a new plan with an increased share repurchase authorization of up to
$300 million
.
|
•
|
In June 2018, we settled a forward sale arrangement pursuant to a forward equity agreement that was entered into in October 2017, which included approximately
2.6 million
shares of our common stock for net proceeds of approximately
$73.8 million
, adjusted for costs to borrow adjusted for costs to borrow equating to a net price to us of
$28.94
per share of common stock.
|
•
|
On
August 2, 2018
, our Board of Directors announced an increased quarterly dividend of
$0.310
per share of common stock and per OP Unit.
|
|
Three Months Ended June 30,
|
|||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
173,221
|
|
|
$
|
139,525
|
|
|
33,696
|
|
|
24.2
|
%
|
|
Interest and other operating income
|
111
|
|
|
354
|
|
|
(243
|
)
|
|
(68.6
|
)
|
|||
Total revenues
|
173,332
|
|
|
139,879
|
|
|
33,453
|
|
|
23.9
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Rental
|
53,553
|
|
|
43,523
|
|
|
10,030
|
|
|
23.0
|
|
|||
General and administrative
|
8,725
|
|
|
8,472
|
|
|
253
|
|
|
3.0
|
|
|||
Transaction
|
396
|
|
|
5,073
|
|
|
(4,677
|
)
|
|
(92.2
|
)
|
|||
Depreciation and amortization
|
69,104
|
|
|
55,353
|
|
|
13,751
|
|
|
24.8
|
|
|||
Impairment
|
—
|
|
|
5,093
|
|
|
(5,093
|
)
|
|
NM
|
|
|||
Total expenses
|
131,778
|
|
|
117,514
|
|
|
14,264
|
|
|
12.1
|
|
|||
Income before other income (expense)
|
41,554
|
|
|
22,365
|
|
|
19,189
|
|
|
85.8
|
|
|||
Interest income (expense):
|
|
|
|
|
|
|
|
|||||||
Interest related to derivative financial instruments
|
186
|
|
|
(239
|
)
|
|
425
|
|
|
NM
|
|
|||
Gain on change in fair value of derivative financial instruments, net
|
—
|
|
|
45
|
|
|
(45
|
)
|
|
NM
|
|
|||
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments
|
186
|
|
|
(194
|
)
|
|
380
|
|
|
NM
|
|
|||
Interest related to debt
|
(26,491
|
)
|
|
(17,706
|
)
|
|
(8,785
|
)
|
|
(49.6
|
)
|
|||
Loss on extinguishment of debt, net
|
—
|
|
|
(10,386
|
)
|
|
10,386
|
|
|
NM
|
|
|||
Income from unconsolidated joint venture
|
403
|
|
|
63
|
|
|
340
|
|
|
NM
|
|
|||
Other income
|
5
|
|
|
6
|
|
|
(1
|
)
|
|
(16.7
|
)
|
|||
Net income (loss)
|
$
|
15,657
|
|
|
$
|
(5,852
|
)
|
|
$
|
21,509
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|||||||
NOI
|
$
|
119,779
|
|
|
$
|
96,419
|
|
|
$
|
23,360
|
|
|
24.2
|
%
|
Same-Property Cash NOI
|
$
|
77,887
|
|
|
$
|
75,939
|
|
|
$
|
1,948
|
|
|
2.6
|
%
|
|
Six Months Ended June 30,
|
|||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
348,788
|
|
|
$
|
263,518
|
|
|
$
|
85,270
|
|
|
32.4
|
%
|
Interest and other operating income
|
205
|
|
|
708
|
|
|
(503
|
)
|
|
(71.0
|
)
|
|||
Total revenues
|
348,993
|
|
|
264,226
|
|
|
84,767
|
|
|
32.1
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Rental
|
109,575
|
|
|
82,543
|
|
|
27,032
|
|
|
32.7
|
|
|||
General and administrative
|
17,511
|
|
|
16,895
|
|
|
616
|
|
|
3.6
|
|
|||
Transaction
|
587
|
|
|
5,357
|
|
|
(4,770
|
)
|
|
(89.0
|
)
|
|||
Depreciation and amortization
|
139,496
|
|
|
102,409
|
|
|
37,087
|
|
|
36.2
|
|
|||
Impairment
|
4,606
|
|
|
5,093
|
|
|
(487
|
)
|
|
(9.6
|
)
|
|||
Total expenses
|
271,775
|
|
|
212,297
|
|
|
59,478
|
|
|
28.0
|
|
|||
Income before other income (expense)
|
77,218
|
|
|
51,929
|
|
|
25,289
|
|
|
48.7
|
|
|||
Interest income (expense):
|
|
|
|
|
|
|
|
|||||||
Interest related to derivative financial instruments
|
128
|
|
|
(563
|
)
|
|
691
|
|
|
NM
|
|
|||
Gain on change in fair value of derivative financial instruments, net
|
—
|
|
|
884
|
|
|
(884
|
)
|
|
NM
|
|
|||
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments
|
128
|
|
|
321
|
|
|
(193
|
)
|
|
(60.1
|
)
|
|||
Interest related to debt
|
(52,686
|
)
|
|
(33,764
|
)
|
|
(18,922
|
)
|
|
(56.0
|
)
|
|||
Gain on sale of real estate, net
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
NM
|
|
|||
Loss on extinguishment of debt, net
|
—
|
|
|
(10,418
|
)
|
|
10,418
|
|
|
NM
|
|
|||
Income from unconsolidated joint venture
|
973
|
|
|
63
|
|
|
910
|
|
|
NM
|
|
|||
Other income
|
40
|
|
|
14
|
|
|
26
|
|
|
NM
|
|
|||
Net income
|
$
|
25,673
|
|
|
$
|
8,148
|
|
|
$
|
17,525
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|||||||
NOI
|
$
|
239,418
|
|
|
$
|
181,746
|
|
|
$
|
57,672
|
|
|
31.7
|
%
|
Same-Property Cash NOI
|
$
|
154,130
|
|
|
$
|
150,437
|
|
|
$
|
3,693
|
|
|
2.5
|
%
|
|
Three Months Ended June 30,
|
|||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
Contractual rental income
|
$
|
166,281
|
|
|
$
|
134,702
|
|
|
$
|
31,579
|
|
|
23.4
|
%
|
Straight-line rent and amortization of above and (below) market leases
|
3,885
|
|
|
2,734
|
|
|
1,151
|
|
|
42.1
|
|
|||
Other rental revenue
|
3,055
|
|
|
2,089
|
|
|
966
|
|
|
46.2
|
|
|||
Total rental income
|
$
|
173,221
|
|
|
$
|
139,525
|
|
|
$
|
33,696
|
|
|
24.2
|
%
|
|
Six Months Ended June 30,
|
|||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
Contractual rental income
|
$
|
334,814
|
|
|
$
|
254,599
|
|
|
$
|
80,215
|
|
|
31.5
|
%
|
Straight-line rent and amortization of above and (below) market leases
|
8,475
|
|
|
5,206
|
|
|
3,269
|
|
|
62.8
|
|
|||
Other rental revenue
|
5,499
|
|
|
3,713
|
|
|
1,786
|
|
|
48.1
|
|
|||
Total rental income
|
$
|
348,788
|
|
|
$
|
263,518
|
|
|
$
|
85,270
|
|
|
32.4
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
New an
d renewal leases:
|
|
|
|
|
|
|
|
||||||||
Average starting base rents
|
$
|
23.23
|
|
|
$
|
22.36
|
|
|
$
|
23.26
|
|
|
$
|
22.52
|
|
Average expiring base rents
|
22.87
|
|
|
22.19
|
|
|
22.85
|
|
|
22.71
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Square feet of GLA
|
1,009,000
|
|
|
519,000
|
|
|
1,672,000
|
|
|
1,295,000
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
New leases:
|
|
|
|
|
|
|
|
||||||||
Tenant improvements
|
$
|
26.75
|
|
|
$
|
20.46
|
|
|
$
|
25.76
|
|
|
$
|
18.97
|
|
Leasing commissions
|
2.03
|
|
|
1.75
|
|
|
1.77
|
|
|
2.08
|
|
||||
Tenant concessions
|
4.13
|
|
|
3.66
|
|
|
2.93
|
|
|
3.29
|
|
||||
Renewal leases:
|
|
|
|
|
|
|
|
||||||||
Tenant improvements
|
$
|
9.81
|
|
|
$
|
6.64
|
|
|
$
|
8.01
|
|
|
$
|
6.96
|
|
Leasing commissions
|
1.67
|
|
|
0.94
|
|
|
1.44
|
|
|
1.12
|
|
||||
Tenant concessions
|
0.44
|
|
|
1.89
|
|
|
0.94
|
|
|
1.78
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
New leases
|
7.8
|
|
5.8
|
|
7.1
|
|
5.6
|
Renewal leases
|
5.9
|
|
4.4
|
|
5.4
|
|
4.7
|
|
Healthcare Trust of America, Inc.
|
||
|
|
|
|
By:
|
/s/ Scott D. Peters
|
|
Chief Executive Officer, President and Chairman
|
|
Scott D. Peters
|
|
(Principal Executive Officer)
|
Date:
|
August 3, 2018
|
|
|
|
|
|
|
By:
|
/s/ Robert A. Milligan
|
|
Chief Financial Officer
|
|
Robert A. Milligan
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
Date:
|
August 3, 2018
|
|
|
|
|
|
|
|
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:
|
August 3, 2018
|
|
|
|
|
|
|
By:
|
/s/ Robert A. Milligan
|
|
Chief Financial Officer
|
|
Robert A. Milligan
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
Date:
|
August 3, 2018
|
|
|
|
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
|
|