|
☒
|
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.)
|
|
16435 N. Scottsdale Road, Suite 320,
|
Scottsdale,
|
Arizona
|
85254
|
|
|
|
(480)
|
998-3478
|
|
|
|
(Address of Principal Executive Office and Zip Code)
|
|
|
(Registrant’s telephone number, including area code)
|
|
|
||||||
|
|
|
|
|
|
|
|
www.htareit.com
|
(Internet address)
|
Title of each class
|
|
Trading symbol(s)
|
|
Name of each exchange on which registered
|
Common stock, $0.01 par value
|
|
HTA
|
|
New York Stock Exchange
|
Healthcare Trust of America, Inc.
|
☒
|
Yes
|
¨ No
|
Healthcare Trust of America Holdings, LP
|
☒
|
Yes
|
¨ No
|
Healthcare Trust of America, Inc.
|
☒
|
Yes
|
¨ No
|
Healthcare Trust of America Holdings, LP
|
☒
|
Yes
|
¨ No
|
Healthcare Trust of America, Inc.
|
☒
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
Healthcare Trust of America Holdings, LP
|
☐
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
Healthcare Trust of America, Inc.
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
Healthcare Trust of America Holdings, LP
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth 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 12 - Stockholders’ Equity and Partners’ Capital, Note 14 - Per Share Data of HTA, and Note 15 - Per Unit Data of HTALP;
|
•
|
as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), the Funds From Operations (“FFO”) and Normalized FFO in Part 1, Item 2 of this Quarterly Report;
|
•
|
the Controls and Procedures in Part 1, Item 4 of this Quarterly Report; and
|
•
|
the Certifications of the Chief Executive Officer and the Chief Financial Officer included as Exhibits 31 and 32 to this Quarterly Report.
|
|
|
Page
|
Healthcare Trust of America, Inc.
|
|
|
|
||
|
||
|
||
|
||
|
||
Healthcare Trust of America Holdings, LP
|
|
|
|
||
|
||
|
||
|
||
|
||
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
|
|
|
|
||
|
|
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|
||||
Real estate investments:
|
|
|
|
|
||||
Land
|
|
$
|
513,946
|
|
|
$
|
481,871
|
|
Building and improvements
|
|
6,003,172
|
|
|
5,787,152
|
|
||
Lease intangibles
|
|
606,946
|
|
|
599,864
|
|
||
Construction in progress
|
|
19,159
|
|
|
4,903
|
|
||
|
|
7,143,223
|
|
|
6,873,790
|
|
||
Accumulated depreciation and amortization
|
|
(1,390,752
|
)
|
|
(1,208,169
|
)
|
||
Real estate investments, net
|
|
5,752,471
|
|
|
5,665,621
|
|
||
Investment in unconsolidated joint venture
|
|
66,348
|
|
|
67,172
|
|
||
Cash and cash equivalents
|
|
12,748
|
|
|
126,221
|
|
||
Restricted cash
|
|
5,068
|
|
|
7,309
|
|
||
Receivables and other assets, net
|
|
230,163
|
|
|
223,415
|
|
||
Right-of-use assets, net
|
|
244,024
|
|
|
—
|
|
||
Other intangibles, net
|
|
12,176
|
|
|
98,738
|
|
||
Total assets
|
|
$
|
6,322,998
|
|
|
$
|
6,188,476
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Debt
|
|
$
|
2,665,691
|
|
|
$
|
2,541,232
|
|
Accounts payable and accrued liabilities
|
|
157,939
|
|
|
185,073
|
|
||
Derivative financial instruments - interest rate swaps
|
|
1,152
|
|
|
—
|
|
||
Security deposits, prepaid rent and other liabilities
|
|
43,036
|
|
|
59,567
|
|
||
Lease liabilities
|
|
200,945
|
|
|
—
|
|
||
Intangible liabilities, net
|
|
39,766
|
|
|
61,146
|
|
||
Total liabilities
|
|
3,108,529
|
|
|
2,847,018
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Redeemable noncontrolling interests
|
|
—
|
|
|
6,544
|
|
||
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; 207,186,452 and 205,267,349 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
|
2,072
|
|
|
2,053
|
|
||
Additional paid-in capital
|
|
4,581,176
|
|
|
4,525,969
|
|
||
Accumulated other comprehensive income
|
|
1,798
|
|
|
307
|
|
||
Cumulative dividends in excess of earnings
|
|
(1,443,360
|
)
|
|
(1,272,305
|
)
|
||
Total stockholders’ equity
|
|
3,141,686
|
|
|
3,256,024
|
|
||
Noncontrolling interests
|
|
72,783
|
|
|
78,890
|
|
||
Total equity
|
|
3,214,469
|
|
|
3,334,914
|
|
||
Total liabilities and equity
|
|
$
|
6,322,998
|
|
|
$
|
6,188,476
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
174,844
|
|
|
$
|
175,038
|
|
|
$
|
515,328
|
|
|
$
|
523,826
|
|
Interest and other operating income
|
160
|
|
|
97
|
|
|
399
|
|
|
302
|
|
||||
Total revenues
|
175,004
|
|
|
175,135
|
|
|
515,727
|
|
|
524,128
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Rental
|
53,807
|
|
|
55,789
|
|
|
158,213
|
|
|
165,364
|
|
||||
General and administrative
|
9,788
|
|
|
8,770
|
|
|
31,157
|
|
|
26,281
|
|
||||
Transaction
|
522
|
|
|
346
|
|
|
858
|
|
|
933
|
|
||||
Depreciation and amortization
|
73,820
|
|
|
70,568
|
|
|
211,730
|
|
|
210,064
|
|
||||
Interest expense
|
24,625
|
|
|
24,834
|
|
|
72,601
|
|
|
77,392
|
|
||||
Impairment
|
—
|
|
|
4,281
|
|
|
—
|
|
|
8,887
|
|
||||
Total expenses
|
162,562
|
|
|
164,588
|
|
|
474,559
|
|
|
488,921
|
|
||||
Gain (loss) on sale of real estate, net
|
—
|
|
|
166,372
|
|
|
(37
|
)
|
|
166,372
|
|
||||
Loss on extinguishment of debt, net
|
(21,646
|
)
|
|
(1,092
|
)
|
|
(21,646
|
)
|
|
(1,092
|
)
|
||||
Income from unconsolidated joint venture
|
422
|
|
|
432
|
|
|
1,456
|
|
|
1,405
|
|
||||
Other income
|
205
|
|
|
89
|
|
|
781
|
|
|
129
|
|
||||
Net (loss) income
|
$
|
(8,577
|
)
|
|
$
|
176,348
|
|
|
$
|
21,722
|
|
|
$
|
202,021
|
|
Net loss (income) attributable to noncontrolling interests (1)
|
114
|
|
|
(3,362
|
)
|
|
(486
|
)
|
|
(3,887
|
)
|
||||
Net (loss) income attributable to common stockholders
|
$
|
(8,463
|
)
|
|
$
|
172,986
|
|
|
$
|
21,236
|
|
|
$
|
198,134
|
|
Earnings per common share - basic:
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to common stockholders
|
$
|
(0.04
|
)
|
|
$
|
0.83
|
|
|
$
|
0.10
|
|
|
$
|
0.96
|
|
Earnings per common share - diluted:
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to common stockholders
|
$
|
(0.04
|
)
|
|
$
|
0.82
|
|
|
$
|
0.10
|
|
|
$
|
0.94
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
205,277
|
|
|
207,513
|
|
|
205,156
|
|
|
205,950
|
|
||||
Diluted
|
205,277
|
|
|
211,444
|
|
|
209,026
|
|
|
209,968
|
|
||||
|
|
|
|
|
|
|
|
||||||||
(1) Includes amounts attributable to redeemable noncontrolling interests.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net (loss) income
|
$
|
(8,577
|
)
|
|
$
|
176,348
|
|
|
$
|
21,722
|
|
|
$
|
202,021
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gains (losses) on cash flow hedges
|
2,290
|
|
|
(732
|
)
|
|
1,519
|
|
|
382
|
|
||||
Total other comprehensive income (loss)
|
2,290
|
|
|
(732
|
)
|
|
1,519
|
|
|
382
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive (loss) income
|
(6,287
|
)
|
|
175,616
|
|
|
23,241
|
|
|
202,403
|
|
||||
Comprehensive loss (income) attributable to noncontrolling interests
|
71
|
|
|
(3,331
|
)
|
|
(448
|
)
|
|
(3,830
|
)
|
||||
Total comprehensive (loss) income attributable to common stockholders
|
$
|
(6,216
|
)
|
|
$
|
172,285
|
|
|
$
|
22,793
|
|
|
$
|
198,573
|
|
|
Class A Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Cumulative Dividends in Excess of Earnings
|
|
Total Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|||||||||||||||||||||||||||
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
|
|
Share-based award transactions, net
|
289
|
|
|
3
|
|
|
3,504
|
|
|
—
|
|
|
—
|
|
|
3,507
|
|
|
—
|
|
|
3,507
|
|
|||||||
Repurchase and cancellation of common stock
|
(92
|
)
|
|
(1
|
)
|
|
(2,708
|
)
|
|
—
|
|
|
—
|
|
|
(2,709
|
)
|
|
—
|
|
|
(2,709
|
)
|
|||||||
Redemption of noncontrolling interest and other
|
91
|
|
|
1
|
|
|
2,412
|
|
|
—
|
|
|
—
|
|
|
2,413
|
|
|
(2,413
|
)
|
|
—
|
|
|||||||
Dividends declared ($0.305 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,559
|
)
|
|
(62,559
|
)
|
|
(1,307
|
)
|
|
(63,866
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,802
|
|
|
9,802
|
|
|
181
|
|
|
9,983
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
883
|
|
|
—
|
|
|
883
|
|
|
17
|
|
|
900
|
|
|||||||
Balance as of March 31, 2018
|
205,180
|
|
|
2,052
|
|
|
4,511,736
|
|
|
1,157
|
|
|
(1,284,826
|
)
|
|
3,230,119
|
|
|
81,144
|
|
|
3,311,263
|
|
|||||||
Issuance of common stock in HTA
|
2,550
|
|
|
25
|
|
|
72,789
|
|
|
—
|
|
|
—
|
|
|
72,814
|
|
|
—
|
|
|
72,814
|
|
|||||||
Share-based award transactions, net
|
7
|
|
|
—
|
|
|
2,196
|
|
|
—
|
|
|
—
|
|
|
2,196
|
|
|
—
|
|
|
2,196
|
|
|||||||
Repurchase and cancellation of common stock
|
(337
|
)
|
|
(3
|
)
|
|
(8,841
|
)
|
|
—
|
|
|
—
|
|
|
(8,844
|
)
|
|
—
|
|
|
(8,844
|
)
|
|||||||
Redemption of noncontrolling interest and other
|
93
|
|
|
1
|
|
|
2,493
|
|
|
—
|
|
|
—
|
|
|
2,494
|
|
|
(2,494
|
)
|
|
—
|
|
|||||||
Dividends declared ($0.305 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63,279
|
)
|
|
(63,279
|
)
|
|
(1,253
|
)
|
|
(64,532
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,346
|
|
|
15,346
|
|
|
297
|
|
|
15,643
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
210
|
|
|
—
|
|
|
210
|
|
|
4
|
|
|
214
|
|
|||||||
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
|
|
|||||||
Share-based award transactions, net
|
27
|
|
|
—
|
|
|
2,127
|
|
|
—
|
|
|
—
|
|
|
2,127
|
|
|
411
|
|
|
2,538
|
|
|||||||
Repurchase and cancellation of common stock
|
(300
|
)
|
|
(3
|
)
|
|
(7,875
|
)
|
|
—
|
|
|
—
|
|
|
(7,878
|
)
|
|
—
|
|
|
(7,878
|
)
|
|||||||
Redemption of noncontrolling interest and other
|
11
|
|
|
—
|
|
|
288
|
|
|
—
|
|
|
—
|
|
|
288
|
|
|
(288
|
)
|
|
—
|
|
|||||||
Dividends declared ($0.310 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,233
|
)
|
|
(64,233
|
)
|
|
(1,250
|
)
|
|
(65,483
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172,986
|
|
|
172,986
|
|
|
3,344
|
|
|
176,330
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(719
|
)
|
|
—
|
|
|
(719
|
)
|
|
(13
|
)
|
|
(732
|
)
|
|||||||
Balance as of September 30, 2018
|
207,231
|
|
|
$
|
2,072
|
|
|
$
|
4,574,913
|
|
|
$
|
648
|
|
|
$
|
(1,224,006
|
)
|
|
$
|
3,353,627
|
|
|
$
|
79,902
|
|
|
$
|
3,433,529
|
|
|
Class A Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Cumulative Dividends in Excess of Earnings
|
|
Total Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|||||||||||||||||||||||||||
Balance as of December 31, 2018
|
205,267
|
|
|
$
|
2,053
|
|
|
$
|
4,525,969
|
|
|
$
|
307
|
|
|
$
|
(1,272,305
|
)
|
|
$
|
3,256,024
|
|
|
$
|
78,890
|
|
|
$
|
3,334,914
|
|
Share-based award transactions, net
|
293
|
|
|
3
|
|
|
3,386
|
|
|
—
|
|
|
—
|
|
|
3,389
|
|
|
—
|
|
|
3,389
|
|
|||||||
Repurchase and cancellation of common stock
|
(478
|
)
|
|
(5
|
)
|
|
(11,921
|
)
|
|
—
|
|
|
—
|
|
|
(11,926
|
)
|
|
—
|
|
|
(11,926
|
)
|
|||||||
Redemption of noncontrolling interest and other
|
18
|
|
|
—
|
|
|
527
|
|
|
—
|
|
|
—
|
|
|
527
|
|
|
(527
|
)
|
|
—
|
|
|||||||
Dividends declared ($0.310 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63,578
|
)
|
|
(63,578
|
)
|
|
(1,306
|
)
|
|
(64,884
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,440
|
|
|
13,440
|
|
|
233
|
|
|
13,673
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(382
|
)
|
|
—
|
|
|
(382
|
)
|
|
(8
|
)
|
|
(390
|
)
|
|||||||
Balance as of March 31, 2019
|
205,100
|
|
|
2,051
|
|
|
4,517,961
|
|
|
(75
|
)
|
|
(1,322,443
|
)
|
|
3,197,494
|
|
|
77,282
|
|
|
3,274,776
|
|
|||||||
Issuance of OP Units in HTALP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,603
|
|
|
2,603
|
|
|||||||
Share-based award transactions, net
|
(3
|
)
|
|
—
|
|
|
2,102
|
|
|
—
|
|
|
—
|
|
|
2,102
|
|
|
—
|
|
|
2,102
|
|
|||||||
Repurchase and cancellation of common stock
|
(6
|
)
|
|
—
|
|
|
(169
|
)
|
|
—
|
|
|
—
|
|
|
(169
|
)
|
|
—
|
|
|
(169
|
)
|
|||||||
Redemption of noncontrolling interest and other
|
27
|
|
|
—
|
|
|
1,209
|
|
|
—
|
|
|
—
|
|
|
1,209
|
|
|
(785
|
)
|
|
424
|
|
|||||||
Dividends declared ($0.310 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63,579
|
)
|
|
(63,579
|
)
|
|
(1,334
|
)
|
|
(64,913
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,259
|
|
|
16,259
|
|
|
301
|
|
|
16,560
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(374
|
)
|
|
—
|
|
|
(374
|
)
|
|
(7
|
)
|
|
(381
|
)
|
|||||||
Balance as of June 30, 2019
|
205,118
|
|
|
2,051
|
|
|
4,521,103
|
|
|
(449
|
)
|
|
(1,369,763
|
)
|
|
3,152,942
|
|
|
78,060
|
|
|
3,231,002
|
|
|||||||
Issuance of common stock
|
1,840
|
|
|
19
|
|
|
51,785
|
|
|
—
|
|
|
—
|
|
|
51,804
|
|
|
—
|
|
|
51,804
|
|
|||||||
Issuance of limited partner OP Units in connection with acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
2,000
|
|
|||||||
Share-based award transactions, net
|
31
|
|
|
—
|
|
|
2,337
|
|
|
—
|
|
|
—
|
|
|
2,337
|
|
|
—
|
|
|
2,337
|
|
|||||||
Repurchase and cancellation of common stock
|
(2
|
)
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
|
(65
|
)
|
|||||||
Redemption of noncontrolling interest and other
|
199
|
|
|
2
|
|
|
6,016
|
|
|
—
|
|
|
—
|
|
|
6,018
|
|
|
(5,951
|
)
|
|
67
|
|
|||||||
Dividends declared ($0.315 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,134
|
)
|
|
(65,134
|
)
|
|
(1,255
|
)
|
|
(66,389
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,463
|
)
|
|
(8,463
|
)
|
|
(114
|
)
|
|
(8,577
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,247
|
|
|
—
|
|
|
2,247
|
|
|
43
|
|
|
2,290
|
|
|||||||
Balance as of September 30, 2019
|
207,186
|
|
|
$
|
2,072
|
|
|
$
|
4,581,176
|
|
|
$
|
1,798
|
|
|
$
|
(1,443,360
|
)
|
|
$
|
3,141,686
|
|
|
$
|
72,783
|
|
|
$
|
3,214,469
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
21,722
|
|
|
$
|
202,021
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
203,392
|
|
|
203,550
|
|
||
Share-based compensation expense
|
7,828
|
|
|
7,830
|
|
||
Impairment
|
—
|
|
|
8,887
|
|
||
Income from unconsolidated joint venture
|
(1,456
|
)
|
|
(1,405
|
)
|
||
Distributions from unconsolidated joint venture
|
2,225
|
|
|
1,680
|
|
||
Loss (gain) on sale of real estate, net
|
37
|
|
|
(166,372
|
)
|
||
Loss on extinguishment of debt, net
|
21,646
|
|
|
1,092
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables and other assets, net
|
(2,148
|
)
|
|
(7,820
|
)
|
||
Accounts payable and accrued liabilities
|
(19,783
|
)
|
|
(5,932
|
)
|
||
Prepaid rent and other liabilities
|
4,919
|
|
|
(2,780
|
)
|
||
Net cash provided by operating activities
|
238,382
|
|
|
240,751
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Investments in real estate
|
(223,168
|
)
|
|
(17,389
|
)
|
||
Development of real estate
|
(14,253
|
)
|
|
(29,593
|
)
|
||
Proceeds from the sale of real estate
|
1,193
|
|
|
302,440
|
|
||
Capital expenditures
|
(59,533
|
)
|
|
(61,136
|
)
|
||
Collection of real estate notes receivable
|
551
|
|
|
524
|
|
||
Net cash (used in) provided by investing activities
|
(295,210
|
)
|
|
194,846
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings on unsecured revolving credit facility
|
365,000
|
|
|
145,000
|
|
||
Payments on unsecured revolving credit facility
|
(350,000
|
)
|
|
(145,000
|
)
|
||
Proceeds from unsecured senior notes
|
906,927
|
|
|
—
|
|
||
Payments on unsecured senior notes
|
(700,000
|
)
|
|
—
|
|
||
Payments on secured mortgage loans
|
(96,765
|
)
|
|
(173,212
|
)
|
||
Deferred financing costs
|
(6,954
|
)
|
|
(782
|
)
|
||
Debt extinguishment costs
|
(18,383
|
)
|
|
(1,909
|
)
|
||
Security deposits
|
—
|
|
|
499
|
|
||
Proceeds from issuance of common stock
|
51,804
|
|
|
72,814
|
|
||
Issuance of operating partnership units
|
—
|
|
|
411
|
|
||
Repurchase and cancellation of common stock
|
(12,159
|
)
|
|
(19,431
|
)
|
||
Dividends paid
|
(190,853
|
)
|
|
(188,414
|
)
|
||
Distributions paid to noncontrolling interest of limited partners
|
(7,503
|
)
|
|
(3,976
|
)
|
||
Net cash used in financing activities
|
(58,886
|
)
|
|
(314,000
|
)
|
||
Net change in cash, cash equivalents and restricted cash
|
(115,714
|
)
|
|
121,597
|
|
||
Cash, cash equivalents and restricted cash - beginning of period
|
133,530
|
|
|
118,560
|
|
||
Cash, cash equivalents and restricted cash - end of period
|
$
|
17,816
|
|
|
$
|
240,157
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|
||||
Real estate investments:
|
|
|
|
|
||||
Land
|
|
$
|
513,946
|
|
|
$
|
481,871
|
|
Building and improvements
|
|
6,003,172
|
|
|
5,787,152
|
|
||
Lease intangibles
|
|
606,946
|
|
|
599,864
|
|
||
Construction in progress
|
|
19,159
|
|
|
4,903
|
|
||
|
|
7,143,223
|
|
|
6,873,790
|
|
||
Accumulated depreciation and amortization
|
|
(1,390,752
|
)
|
|
(1,208,169
|
)
|
||
Real estate investments, net
|
|
5,752,471
|
|
|
5,665,621
|
|
||
Investment in unconsolidated joint venture
|
|
66,348
|
|
|
67,172
|
|
||
Cash and cash equivalents
|
|
12,748
|
|
|
126,221
|
|
||
Restricted cash
|
|
5,068
|
|
|
7,309
|
|
||
Receivables and other assets, net
|
|
230,163
|
|
|
223,415
|
|
||
Right-of-use assets, net
|
|
244,024
|
|
|
—
|
|
||
Other intangibles, net
|
|
12,176
|
|
|
98,738
|
|
||
Total assets
|
|
$
|
6,322,998
|
|
|
$
|
6,188,476
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Debt
|
|
$
|
2,665,691
|
|
|
$
|
2,541,232
|
|
Accounts payable and accrued liabilities
|
|
157,939
|
|
|
185,073
|
|
||
Derivative financial instruments - interest rate swaps
|
|
1,152
|
|
|
—
|
|
||
Security deposits, prepaid rent and other liabilities
|
|
43,036
|
|
|
59,567
|
|
||
Lease liabilities
|
|
200,945
|
|
|
—
|
|
||
Intangible liabilities, net
|
|
39,766
|
|
|
61,146
|
|
||
Total liabilities
|
|
3,108,529
|
|
|
2,847,018
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
|
—
|
|
|
6,544
|
|
||
Partners’ Capital:
|
|
|
|
|
||||
Limited partners’ capital, 3,848,279 and 3,929,083 units issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
|
72,513
|
|
|
78,620
|
|
||
General partners’ capital, 207,186,452 and 205,267,349 units issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
|
3,141,956
|
|
|
3,256,294
|
|
||
Total partners’ capital
|
|
3,214,469
|
|
|
3,334,914
|
|
||
Total liabilities and partners’ capital
|
|
$
|
6,322,998
|
|
|
$
|
6,188,476
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
174,844
|
|
|
$
|
175,038
|
|
|
$
|
515,328
|
|
|
$
|
523,826
|
|
Interest and other operating income
|
160
|
|
|
97
|
|
|
399
|
|
|
302
|
|
||||
Total revenues
|
175,004
|
|
|
175,135
|
|
|
515,727
|
|
|
524,128
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Rental
|
53,807
|
|
|
55,789
|
|
|
158,213
|
|
|
165,364
|
|
||||
General and administrative
|
9,788
|
|
|
8,770
|
|
|
31,157
|
|
|
26,281
|
|
||||
Transaction
|
522
|
|
|
346
|
|
|
858
|
|
|
933
|
|
||||
Depreciation and amortization
|
73,820
|
|
|
70,568
|
|
|
211,730
|
|
|
210,064
|
|
||||
Interest expense
|
24,625
|
|
|
24,834
|
|
|
72,601
|
|
|
77,392
|
|
||||
Impairment
|
—
|
|
|
4,281
|
|
|
—
|
|
|
8,887
|
|
||||
Total expenses
|
162,562
|
|
|
164,588
|
|
|
474,559
|
|
|
488,921
|
|
||||
Gain (loss) on sale of real estate, net
|
—
|
|
|
166,372
|
|
|
(37
|
)
|
|
166,372
|
|
||||
Loss on extinguishment of debt, net
|
(21,646
|
)
|
|
(1,092
|
)
|
|
(21,646
|
)
|
|
(1,092
|
)
|
||||
Income from unconsolidated joint venture
|
422
|
|
|
432
|
|
|
1,456
|
|
|
1,405
|
|
||||
Other income
|
205
|
|
|
89
|
|
|
781
|
|
|
129
|
|
||||
Net (loss) income
|
$
|
(8,577
|
)
|
|
$
|
176,348
|
|
|
$
|
21,722
|
|
|
$
|
202,021
|
|
Net income attributable to noncontrolling interests
|
—
|
|
|
(18
|
)
|
|
(66
|
)
|
|
(65
|
)
|
||||
Net (loss) income attributable to common unitholders
|
$
|
(8,577
|
)
|
|
$
|
176,330
|
|
|
$
|
21,656
|
|
|
$
|
201,956
|
|
Earnings per common OP Unit - basic:
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to common unitholders
|
$
|
(0.04
|
)
|
|
$
|
0.83
|
|
|
$
|
0.10
|
|
|
$
|
0.96
|
|
Earnings per common OP Unit - diluted:
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to common unitholders
|
$
|
(0.04
|
)
|
|
$
|
0.83
|
|
|
$
|
0.10
|
|
|
$
|
0.96
|
|
Weighted average common OP Units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
209,164
|
|
|
211,444
|
|
|
209,056
|
|
|
209,968
|
|
||||
Diluted
|
209,164
|
|
|
211,444
|
|
|
209,056
|
|
|
209,968
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net (loss) income
|
$
|
(8,577
|
)
|
|
$
|
176,348
|
|
|
$
|
21,722
|
|
|
$
|
202,021
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gains (losses) on cash flow hedges
|
2,290
|
|
|
(732
|
)
|
|
1,519
|
|
|
382
|
|
||||
Total other comprehensive income (loss)
|
2,290
|
|
|
(732
|
)
|
|
1,519
|
|
|
382
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive (loss) income
|
(6,287
|
)
|
|
175,616
|
|
|
23,241
|
|
|
202,403
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
(18
|
)
|
|
(66
|
)
|
|
(65
|
)
|
||||
Total comprehensive (loss) income attributable to common unitholders
|
$
|
(6,287
|
)
|
|
$
|
175,598
|
|
|
$
|
23,175
|
|
|
$
|
202,338
|
|
|
General Partners’ Capital
|
|
Limited Partners’ Capital
|
|
Total Partners’ Capital
|
||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||
Balance as of December 31, 2017
|
204,892
|
|
|
$
|
3,279,052
|
|
|
4,124
|
|
|
$
|
84,396
|
|
|
$
|
3,363,448
|
|
Share-based award transactions, net
|
289
|
|
|
3,507
|
|
|
—
|
|
|
—
|
|
|
3,507
|
|
|||
Redemption and cancellation of general partner OP Units
|
(92
|
)
|
|
(2,709
|
)
|
|
—
|
|
|
—
|
|
|
(2,709
|
)
|
|||
Redemption of limited partner OP Units and other
|
91
|
|
|
2,413
|
|
|
(91
|
)
|
|
(2,413
|
)
|
|
—
|
|
|||
Distributions declared ($0.305 per common OP Unit)
|
—
|
|
|
(62,559
|
)
|
|
—
|
|
|
(1,307
|
)
|
|
(63,866
|
)
|
|||
Net income
|
—
|
|
|
9,802
|
|
|
—
|
|
|
181
|
|
|
9,983
|
|
|||
Other comprehensive income
|
—
|
|
|
883
|
|
|
—
|
|
|
17
|
|
|
900
|
|
|||
Balance as of March 31, 2018
|
205,180
|
|
|
3,230,389
|
|
|
4,033
|
|
|
80,874
|
|
|
3,311,263
|
|
|||
Issuance of general partner OP Units, net
|
2,550
|
|
|
72,814
|
|
|
—
|
|
|
—
|
|
|
72,814
|
|
|||
Share-based award transactions, net
|
7
|
|
|
2,196
|
|
|
—
|
|
|
—
|
|
|
2,196
|
|
|||
Redemption and cancellation of general partner OP Units
|
(337
|
)
|
|
(8,844
|
)
|
|
—
|
|
|
—
|
|
|
(8,844
|
)
|
|||
Redemption of limited partner OP Units and other
|
93
|
|
|
2,494
|
|
|
(93
|
)
|
|
(2,494
|
)
|
|
—
|
|
|||
Distributions declared ($0.305 per common OP Unit)
|
—
|
|
|
(63,279
|
)
|
|
—
|
|
|
(1,253
|
)
|
|
(64,532
|
)
|
|||
Net income
|
—
|
|
|
15,346
|
|
|
—
|
|
|
297
|
|
|
15,643
|
|
|||
Other comprehensive income
|
—
|
|
|
210
|
|
|
—
|
|
|
4
|
|
|
214
|
|
|||
Balance as of June 30, 2018
|
207,493
|
|
|
3,251,326
|
|
|
3,940
|
|
|
77,428
|
|
|
3,328,754
|
|
|||
Share-based award transactions, net
|
27
|
|
|
2,127
|
|
|
—
|
|
|
411
|
|
|
2,538
|
|
|||
Redemption and cancellation of general partner OP Units
|
(300
|
)
|
|
(7,878
|
)
|
|
—
|
|
|
—
|
|
|
(7,878
|
)
|
|||
Redemption of limited partner OP Units and other
|
11
|
|
|
288
|
|
|
(11
|
)
|
|
(288
|
)
|
|
|
||||
Distributions declared ($0.310 per common OP Unit)
|
—
|
|
|
(64,233
|
)
|
|
—
|
|
|
(1,250
|
)
|
|
(65,483
|
)
|
|||
Net income
|
—
|
|
|
172,986
|
|
|
—
|
|
|
3,344
|
|
|
176,330
|
|
|||
Other comprehensive loss
|
—
|
|
|
(719
|
)
|
|
—
|
|
|
(13
|
)
|
|
(732
|
)
|
|||
Balance as of September 30, 2018
|
207,231
|
|
|
$
|
3,353,897
|
|
|
3,929
|
|
|
$
|
79,632
|
|
|
$
|
3,433,529
|
|
|
General Partners’ Capital
|
|
Limited Partners’ Capital
|
|
Total Partners’ Capital
|
||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||
Balance as of December 31, 2018
|
205,267
|
|
|
$
|
3,256,294
|
|
|
3,929
|
|
|
$
|
78,620
|
|
|
$
|
3,334,914
|
|
Share-based award transactions, net
|
293
|
|
|
3,389
|
|
|
—
|
|
|
—
|
|
|
3,389
|
|
|||
Redemption and cancellation of general partner OP Units
|
(478
|
)
|
|
(11,926
|
)
|
|
—
|
|
|
—
|
|
|
(11,926
|
)
|
|||
Redemption of limited partner OP Units and other
|
18
|
|
|
527
|
|
|
(18
|
)
|
|
(527
|
)
|
|
—
|
|
|||
Distributions declared ($0.310 per common OP Unit)
|
—
|
|
|
(63,578
|
)
|
|
—
|
|
|
(1,306
|
)
|
|
(64,884
|
)
|
|||
Net income
|
—
|
|
|
13,440
|
|
|
—
|
|
|
233
|
|
|
13,673
|
|
|||
Other comprehensive loss
|
—
|
|
|
(382
|
)
|
|
—
|
|
|
(8
|
)
|
|
(390
|
)
|
|||
Balance as of March 31, 2019
|
205,100
|
|
|
3,197,764
|
|
|
3,911
|
|
|
77,012
|
|
|
3,274,776
|
|
|||
Issuance of limited partner OP Units
|
—
|
|
|
—
|
|
|
91
|
|
|
2,603
|
|
|
2,603
|
|
|||
Share-based award transactions, net
|
(3
|
)
|
|
2,102
|
|
|
—
|
|
|
—
|
|
|
2,102
|
|
|||
Redemption and cancellation of general partner OP Units
|
(6
|
)
|
|
(169
|
)
|
|
—
|
|
|
—
|
|
|
(169
|
)
|
|||
Redemption of limited partner OP Units and other
|
27
|
|
|
1,209
|
|
|
(27
|
)
|
|
(785
|
)
|
|
424
|
|
|||
Distributions declared ($0.310 per common OP Unit)
|
—
|
|
|
(63,579
|
)
|
|
—
|
|
|
(1,334
|
)
|
|
(64,913
|
)
|
|||
Net income
|
—
|
|
|
16,259
|
|
|
—
|
|
|
301
|
|
|
16,560
|
|
|||
Other comprehensive loss
|
—
|
|
|
(374
|
)
|
|
—
|
|
|
(7
|
)
|
|
(381
|
)
|
|||
Balance as of June 30, 2019
|
205,118
|
|
|
3,153,212
|
|
|
3,975
|
|
|
77,790
|
|
|
3,231,002
|
|
|||
Issuance of general partner OP Units
|
1,840
|
|
|
51,804
|
|
|
—
|
|
|
—
|
|
|
51,804
|
|
|||
Issuance of limited partner OP Units in connection with acquisitions
|
—
|
|
|
—
|
|
|
72
|
|
|
2,000
|
|
|
2,000
|
|
|||
Share-based award transactions, net
|
31
|
|
|
2,337
|
|
|
—
|
|
|
—
|
|
|
2,337
|
|
|||
Redemption and cancellation of general partner OP Units
|
(2
|
)
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|||
Redemption of limited partner OP Units and other
|
199
|
|
|
6,018
|
|
|
(199
|
)
|
|
(5,951
|
)
|
|
67
|
|
|||
Distributions declared ($0.315 per common OP Unit)
|
—
|
|
|
(65,134
|
)
|
|
—
|
|
|
(1,255
|
)
|
|
(66,389
|
)
|
|||
Net loss
|
—
|
|
|
(8,463
|
)
|
|
—
|
|
|
(114
|
)
|
|
(8,577
|
)
|
|||
Other comprehensive income
|
—
|
|
|
2,247
|
|
|
—
|
|
|
43
|
|
|
2,290
|
|
|||
Balance as of September 30, 2019
|
207,186
|
|
|
$
|
3,141,956
|
|
|
3,848
|
|
|
$
|
72,513
|
|
|
$
|
3,214,469
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
21,722
|
|
|
$
|
202,021
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
203,392
|
|
|
203,550
|
|
||
Share-based compensation expense
|
7,828
|
|
|
7,830
|
|
||
Impairment
|
—
|
|
|
8,887
|
|
||
Income from unconsolidated joint venture
|
(1,456
|
)
|
|
(1,405
|
)
|
||
Distributions from unconsolidated joint venture
|
2,225
|
|
|
1,680
|
|
||
Loss (gain) on sale of real estate, net
|
37
|
|
|
(166,372
|
)
|
||
Loss on extinguishment of debt, net
|
21,646
|
|
|
1,092
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables and other assets, net
|
(2,148
|
)
|
|
(7,820
|
)
|
||
Accounts payable and accrued liabilities
|
(19,783
|
)
|
|
(5,932
|
)
|
||
Prepaid rent and other liabilities
|
4,919
|
|
|
(2,780
|
)
|
||
Net cash provided by operating activities
|
238,382
|
|
|
240,751
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Investments in real estate
|
(223,168
|
)
|
|
(17,389
|
)
|
||
Development of real estate
|
(14,253
|
)
|
|
(29,593
|
)
|
||
Proceeds from the sale of real estate
|
1,193
|
|
|
302,440
|
|
||
Capital expenditures
|
(59,533
|
)
|
|
(61,136
|
)
|
||
Collection of real estate notes receivable
|
551
|
|
|
524
|
|
||
Net cash (used in) provided by investing activities
|
(295,210
|
)
|
|
194,846
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings on unsecured revolving credit facility
|
365,000
|
|
|
145,000
|
|
||
Payments on unsecured revolving credit facility
|
(350,000
|
)
|
|
(145,000
|
)
|
||
Proceeds from unsecured senior notes
|
906,927
|
|
|
—
|
|
||
Payments from unsecured senior notes
|
(700,000
|
)
|
|
—
|
|
||
Payments on secured mortgage loans
|
(96,765
|
)
|
|
(173,212
|
)
|
||
Deferred financing costs
|
(6,954
|
)
|
|
(782
|
)
|
||
Debt extinguishment costs
|
(18,383
|
)
|
|
(1,909
|
)
|
||
Security deposits
|
—
|
|
|
499
|
|
||
Proceeds from issuance of general partner units
|
51,804
|
|
|
72,814
|
|
||
Issuance of limited partner units
|
—
|
|
|
411
|
|
||
Repurchase and cancellation of general partner units
|
(12,159
|
)
|
|
(19,431
|
)
|
||
Distributions paid to general partner
|
(190,853
|
)
|
|
(188,414
|
)
|
||
Distributions paid to limited partners and redeemable noncontrolling interests
|
(7,503
|
)
|
|
(3,976
|
)
|
||
Net cash used in financing activities
|
(58,886
|
)
|
|
(314,000
|
)
|
||
Net change in cash, cash equivalents and restricted cash
|
(115,714
|
)
|
|
121,597
|
|
||
Cash, cash equivalents and restricted cash - beginning of period
|
133,530
|
|
|
118,560
|
|
||
Cash, cash equivalents and restricted cash - end of period
|
$
|
17,816
|
|
|
$
|
240,157
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
12,748
|
|
|
$
|
225,518
|
|
Restricted cash
|
5,068
|
|
|
14,639
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
17,816
|
|
|
$
|
240,157
|
|
•
|
to not reassess: (i) whether an expired or existing contract contains a lease arrangement; (ii) lease classification related to expired or existing lease arrangements; or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs;
|
•
|
to not separate, as the lessor, certain non-lease components, such as common area maintenance from lease revenue if the (i) timing and pattern of revenue recognition are the same for the non-lease component, and (ii) related lease component and the combined single lease component would be classified as an operating lease;
|
•
|
to exclude land easements from assessment in determining whether they meet the definition of a lease up to the time of adoption; and
|
•
|
to not record on our accompanying condensed consolidated balance sheets, lease liabilities and ROU assets with lease terms of 12 months or less.
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Land
|
$
|
33,408
|
|
|
$
|
1,895
|
|
Building and improvements
|
174,708
|
|
|
14,458
|
|
||
In place leases
|
18,532
|
|
|
1,237
|
|
||
Below market leases
|
(3,386
|
)
|
|
(201
|
)
|
||
Above market leases
|
2,046
|
|
|
—
|
|
||
Net real estate assets acquired
|
225,308
|
|
|
17,389
|
|
||
Other, net
|
4,543
|
|
|
447
|
|
||
Aggregate purchase price
|
$
|
229,851
|
|
|
$
|
17,836
|
|
|
Nine Months Ended September 30,
|
||
|
2019
|
|
2018
|
Acquired intangible assets
|
5.6
|
|
5.8
|
Acquired intangible liabilities
|
7.7
|
|
6.5
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Tenant receivables, net
|
$
|
16,596
|
|
|
$
|
14,588
|
|
Other receivables, net
|
17,218
|
|
|
16,078
|
|
||
Deferred financing costs, net
|
4,756
|
|
|
6,049
|
|
||
Deferred leasing costs, net
|
34,811
|
|
|
30,731
|
|
||
Straight-line rent receivables, net
|
104,794
|
|
|
92,973
|
|
||
Prepaid expenses, deposits, equipment and other, net
|
50,695
|
|
|
61,885
|
|
||
Derivative financial instruments - interest rate swaps
|
1,293
|
|
|
1,111
|
|
||
Total
|
$
|
230,163
|
|
|
$
|
223,415
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Amortization expense related to deferred leasing costs
|
$
|
1,949
|
|
|
$
|
1,357
|
|
|
$
|
5,978
|
|
|
$
|
4,166
|
|
Interest expense related to deferred financing costs
|
431
|
|
|
431
|
|
|
1,293
|
|
|
1,293
|
|
•
|
only material ground leases and corporate leases exceeding one year in duration were included in our lease population. Office equipment and other non-essential leases were excluded from this population due to immateriality; and
|
•
|
a series of incremental borrowing rates were determined based on observed prices and credit spreads of our unsecured senior debt as of December 31, 2018 after applying treasury or other similar index rates as of January 1, 2019 to leases that correspond to the remaining lease terms, adjusted for the effects of collateral.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
|
September 30, 2019
|
|
September 30, 2019
|
||||
Operating lease cost
|
|
$
|
3,221
|
|
|
$
|
9,342
|
|
Variable lease cost
|
|
517
|
|
|
1,231
|
|
||
Total lease cost
|
|
$
|
3,738
|
|
|
$
|
10,573
|
|
|
|
September 30, 2019
|
|
Weighted-average remaining lease term
|
|
47.7
|
|
Weighted-average discount rate
|
|
5.3
|
%
|
Year
|
|
Amount
|
||
2019
|
|
$
|
2,507
|
|
2020
|
|
10,160
|
|
|
2021
|
|
10,283
|
|
|
2022
|
|
10,440
|
|
|
2023
|
|
10,600
|
|
|
2024
|
|
10,263
|
|
|
Thereafter
|
|
624,145
|
|
|
Total undiscounted lease payments
|
|
$
|
678,398
|
|
Less: Interest
|
|
(477,453
|
)
|
|
Present value of lease liabilities
|
|
$
|
200,945
|
|
Year
|
|
Amount
|
||
2019
|
|
$
|
10,309
|
|
2020
|
|
10,408
|
|
|
2021
|
|
9,877
|
|
|
2022
|
|
10,031
|
|
|
2023
|
|
10,132
|
|
|
Thereafter
|
|
639,234
|
|
|
Total
|
|
$
|
689,991
|
|
Year
|
|
Amount
|
||
2019
|
|
$
|
122,688
|
|
2020
|
|
493,571
|
|
|
2021
|
|
444,676
|
|
|
2022
|
|
391,467
|
|
|
2023
|
|
340,671
|
|
|
2024
|
|
295,613
|
|
|
Thereafter
|
|
1,144,912
|
|
|
Total
|
|
$
|
3,233,598
|
|
Year
|
|
Amount
|
||
2019
|
|
$
|
497,083
|
|
2020
|
|
448,956
|
|
|
2021
|
|
401,871
|
|
|
2022
|
|
341,889
|
|
|
2023
|
|
294,451
|
|
|
Thereafter
|
|
1,244,246
|
|
|
Total
|
|
$
|
3,228,496
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Unsecured revolving credit facility
|
$
|
15,000
|
|
|
$
|
—
|
|
Unsecured term loans
|
500,000
|
|
|
500,000
|
|
||
Unsecured senior notes
|
2,050,000
|
|
|
1,850,000
|
|
||
Fixed rate mortgages
|
114,657
|
|
|
211,421
|
|
||
|
2,679,657
|
|
|
2,561,421
|
|
||
Deferred financing costs, net
|
(16,088
|
)
|
|
(13,741
|
)
|
||
Discount, net
|
2,122
|
|
|
(6,448
|
)
|
||
Total
|
$
|
2,665,691
|
|
|
$
|
2,541,232
|
|
Year
|
|
Amount
|
||
2019
|
|
$
|
598
|
|
2020
|
|
97,429
|
|
|
2021
|
|
2,504
|
|
|
2022
|
|
17,005
|
|
|
2023
|
|
612,121
|
|
|
Thereafter
|
|
1,950,000
|
|
|
Total
|
|
$
|
2,679,657
|
|
Year
|
|
Amount
|
||
2019
|
|
$
|
858
|
|
2020
|
|
2,555
|
|
|
2021
|
|
2,560
|
|
|
2022
|
|
2,561
|
|
|
2023
|
|
1,842
|
|
|
Thereafter
|
|
5,712
|
|
|
Total
|
|
$
|
16,088
|
|
Interest Rate Swaps
|
|
September 30, 2019
|
||
Number of instruments
|
|
7
|
|
|
Notional amount
|
|
$
|
500,000
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
Fair Value at:
|
|
|
|
Fair Value at:
|
||||||||||||
Derivatives Designated as Hedging Instruments:
|
|
Balance Sheet
Location
|
|
September 30, 2019
|
|
December 31, 2018
|
|
Balance Sheet
Location
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||
Interest rate swaps
|
|
Receivables and other assets
|
|
$
|
1,293
|
|
|
$
|
1,111
|
|
|
Derivative financial instruments
|
|
$
|
1,152
|
|
|
$
|
—
|
|
|
|
Gain (Loss) Recognized in OCI on Derivative
|
|
|
|
Gain (Loss) Reclassified from Accumulated OCI into Income
|
||||||||||||
|
|
Three Months Ended September 30,
|
|
|
|
Three Months Ended September 30,
|
||||||||||||
Derivatives Cash Flow Hedging Relationships:
|
|
2019
|
|
2018
|
|
Statement of Operations Location
|
|
2019
|
|
2018
|
||||||||
Interest rate swaps
|
|
$
|
2,559
|
|
|
$
|
96
|
|
|
Interest expense
|
|
$
|
269
|
|
|
$
|
223
|
|
|
|
Gain (Loss) Recognized in OCI on Derivative
|
|
|
|
Gain (Loss) Reclassified from Accumulated OCI into Income
|
||||||||||||
|
|
Nine Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
||||||||||||
Derivatives Cash Flow Hedging Relationships:
|
|
2019
|
|
2018
|
|
Statement of Operations Location
|
|
2019
|
|
2018
|
||||||||
Interest rate swaps
|
|
$
|
2,508
|
|
|
$
|
1,437
|
|
|
Interest expense
|
|
$
|
989
|
|
|
$
|
450
|
|
|
|
Offsetting of Derivative Assets
|
||||||||||||||||||||||
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Balance Sheets
|
|
Net Amounts of Assets Presented in the Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
September 30, 2019
|
|
$
|
571
|
|
|
$
|
722
|
|
|
$
|
1,293
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,293
|
|
December 31, 2018
|
|
1,111
|
|
|
—
|
|
|
1,111
|
|
|
—
|
|
|
—
|
|
|
1,111
|
|
|
|
Offsetting of Derivative Liabilities
|
||||||||||||||||||||||
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Balance Sheets
|
|
Net Amounts of Liabilities Presented in the Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
September 30, 2019
|
|
$
|
430
|
|
|
$
|
722
|
|
|
$
|
1,152
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,152
|
|
December 31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Beginning balance
|
$
|
6,544
|
|
|
$
|
6,737
|
|
Net income attributable to noncontrolling interests
|
66
|
|
|
89
|
|
||
Distributions
|
(141
|
)
|
|
(282
|
)
|
||
Fair value adjustment
|
(425
|
)
|
|
—
|
|
||
Redemptions
|
(3,441
|
)
|
|
—
|
|
||
Issuance of OP Units
|
(2,603
|
)
|
|
—
|
|
||
Ending balance
|
$
|
—
|
|
|
$
|
6,544
|
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||
|
Restricted Common Stock
|
|
Weighted
Average Grant
Date Fair Value
|
|
Restricted Common Stock
|
|
Weighted
Average Grant
Date Fair Value
|
||||||
Beginning balance
|
624,349
|
|
|
$
|
29.35
|
|
|
589,606
|
|
|
$
|
29.38
|
|
Granted
|
333,820
|
|
|
26.06
|
|
|
360,700
|
|
|
28.70
|
|
||
Vested
|
(338,540
|
)
|
|
28.53
|
|
|
(255,946
|
)
|
|
28.68
|
|
||
Forfeited
|
(13,951
|
)
|
|
28.22
|
|
|
(38,882
|
)
|
|
28.97
|
|
||
Ending balance
|
605,678
|
|
|
$
|
28.05
|
|
|
655,478
|
|
|
$
|
29.30
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Level 2 - Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
1,293
|
|
|
$
|
1,293
|
|
|
$
|
1,111
|
|
|
$
|
1,111
|
|
Level 2 - Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
1,152
|
|
|
$
|
1,152
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt
|
|
2,665,691
|
|
|
2,734,978
|
|
|
2,541,232
|
|
|
2,508,599
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net (loss) income
|
$
|
(8,577
|
)
|
|
$
|
176,348
|
|
|
$
|
21,722
|
|
|
$
|
202,021
|
|
Net income attributable to noncontrolling interests
|
114
|
|
|
(3,362
|
)
|
|
(486
|
)
|
|
(3,887
|
)
|
||||
Net income attributable to common stockholders
|
$
|
(8,463
|
)
|
|
$
|
172,986
|
|
|
$
|
21,236
|
|
|
$
|
198,134
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - basic
|
205,277
|
|
|
207,513
|
|
|
205,156
|
|
|
205,950
|
|
||||
Dilutive shares - OP Units convertible into common stock
|
—
|
|
|
3,931
|
|
|
3,870
|
|
|
4,018
|
|
||||
Adjusted weighted average shares outstanding - diluted
|
205,277
|
|
|
211,444
|
|
|
209,026
|
|
|
209,968
|
|
||||
Earnings per common share - basic
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to common stockholders
|
$
|
(0.04
|
)
|
|
$
|
0.83
|
|
|
$
|
0.10
|
|
|
$
|
0.96
|
|
Earnings per common share - diluted
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to common stockholders
|
$
|
(0.04
|
)
|
|
$
|
0.82
|
|
|
$
|
0.10
|
|
|
$
|
0.94
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net (loss) income
|
$
|
(8,577
|
)
|
|
$
|
176,348
|
|
|
$
|
21,722
|
|
|
$
|
202,021
|
|
Net income attributable to noncontrolling interests
|
—
|
|
|
(18
|
)
|
|
(66
|
)
|
|
(65
|
)
|
||||
Net (loss) income attributable to common unitholders
|
$
|
(8,577
|
)
|
|
$
|
176,330
|
|
|
$
|
21,656
|
|
|
$
|
201,956
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average OP Units outstanding - basic
|
209,164
|
|
|
211,444
|
|
|
209,056
|
|
|
209,968
|
|
||||
Dilutive units - OP Units convertible into common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Adjusted weighted average units outstanding - diluted
|
209,164
|
|
|
211,444
|
|
|
209,056
|
|
|
209,968
|
|
||||
Earnings per common unit - basic:
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to common unitholders
|
$
|
(0.04
|
)
|
|
$
|
0.83
|
|
|
$
|
0.10
|
|
|
$
|
0.96
|
|
Earnings per common unit - diluted:
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to common unitholders
|
$
|
(0.04
|
)
|
|
$
|
0.83
|
|
|
$
|
0.10
|
|
|
$
|
0.96
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Interest paid
|
$
|
84,155
|
|
|
$
|
87,303
|
|
Income taxes paid
|
1,846
|
|
|
1,656
|
|
||
Cash paid for operating leases
|
9,277
|
|
|
—
|
|
||
|
|
|
|
||||
Supplemental Disclosure of Noncash Investing and Financing Activities:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
3,922
|
|
|
$
|
243
|
|
Dividend distributions declared, but not paid
|
66,397
|
|
|
65,544
|
|
||
Issuance of OP Units in HTALP
|
2,603
|
|
|
—
|
|
||
Issuance of OP Units in HTALP in connection with an acquisition
|
2,000
|
|
|
—
|
|
||
Redemption of noncontrolling interest
|
7,263
|
|
|
5,195
|
|
||
Redemption of redeemable noncontrolling interest
|
3,441
|
|
|
—
|
|
||
ROU assets obtained in exchange for lease obligations
|
200,879
|
|
|
—
|
|
•
|
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 September 30, 2019, total revenue was $175.0 million, compared to $175.1 million for the three months ended September 30, 2018. For the nine months ended September 30, 2019, total revenue was $515.7 million, compared to $524.1 million for the nine months ended September 30, 2018.
|
•
|
For the three months ended September 30, 2019, net (loss) income was $(8.6) million, compared to $176.3 million, for the three months ended September 30, 2018. For the nine months ended September 30, 2019, net income was $21.7 million, compared to $202.0 million, for the nine months ended September 30, 2018.
|
•
|
For the three months ended September 30, 2019, net (loss) income attributable to common stockholders was $(0.04) per diluted share, or $(8.5) million, compared to $0.82 per diluted share, or $173.0 million for the three months ended September 30, 2018. For the nine months ended September 30, 2019, net income attributable to common stockholders was $0.10 per diluted share, or $21.2 million, compared to $0.94 per diluted share, or $198.1 million for the nine months ended September 30, 2018.
|
•
|
For the three months ended September 30, 2019, HTA’s FFO, as defined by NAREIT, was $65.0 million, or $0.31 per diluted share, compared to $0.38 per diluted share, or $81.4 million, for the three months ended September 30, 2018. For the nine months ended September 30, 2019 HTA’s FFO, was $232.5 million, or $1.11 per diluted share, compared to $1.19 per diluted share, or $250.4 million, for the nine months ended September 30, 2018. Due to the adoption of Topic 842, initial direct costs are now reported in general and administrative expenses on the accompanying condensed consolidated statements of operations. For the three and nine months ended September 30, 2018, we capitalized approximately $1.5 million and $3.7 million, respectively, of initial direct costs.
|
•
|
For the three months ended September 30, 2019, HTALP’s FFO was $64.9 million, or $0.31 per diluted OP Unit, compared to $0.40 per diluted OP unit, or $84.7 million, for the three months ended September 30, 2018. For the nine months ended September 30, 2019, HTALP’s FFO was $232.9 million, or $1.11 per diluted OP Unit, compared to $1.21 per diluted OP Unit, or $254.2 million, for the nine months ended September 30, 2018.
|
•
|
For the three months ended September 30, 2019, HTA’s and HTALP’s Normalized FFO was $0.42 per diluted share and OP Unit, or $87.1 million. For the nine months ended September 30, 2019, HTA’s and HTALP’s Normalized FFO was $1.22 per diluted share and OP Unit, or $255.4 million.
|
•
|
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 September 30, 2019, NOI was $121.2 million, compared to $119.3 million for the three months ended September 30, 2018. For the nine months ended September 30, 2019, NOI was $357.5 million, compared to $358.8 million for the nine months ended September 30, 2018.
|
•
|
For the three months ended September 30, 2019, Same-Property Cash NOI increased 2.5%, or $2.8 million, to $113.2 million, compared to $110.5 million for the three months ended September 30, 2018. For the nine months ended September 30, 2019, Same-Property Cash NOI increased 2.7%, or $9.0 million, to $336.1 million, compared to $327.1 million for the nine months ended September 30, 2018.
|
•
|
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 15.8 million square feet of GLA, or 67%, of our portfolio located in these locations. The remaining 33% of our portfolio is located in core community outpatient locations where healthcare is increasingly being delivered.
|
•
|
Over the past decade, our investments have been focused in our 20 to 25 key markets which we believe will outperform the broader U.S. markets from an economic and demographic perspective. As of September 30, 2019, 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 across 20 to 25 key markets and effectively utilize our asset management and leasing platform to deliver consistent same store growth and additional yield on investments, and also cost effective service to tenants. As of September 30, 2019, we had approximately 1 million square feet of GLA in nine of our top 20 markets and approximately 0.5 million square feet of GLA in 15 of our top 20 markets.
|
•
|
During the nine months ended September 30, 2019, we invested $217.2 million to acquire ten MOBs primarily located in our existing key markets totaling approximately 522,000 square feet of GLA. In addition, we invested approximately $11.2 million in a parcel of land and to consolidate our ownership interests in several other MOBs.
|
•
|
As of September 30, 2019, our in-house asset management and leasing platform operated approximately 22.1 million square feet of GLA, or 93% of our total portfolio.
|
•
|
As of September 30, 2019, our leased rate (which includes leases which have been executed, but which have not yet commenced) was 90.6% by GLA and our occupancy rate was 89.7% by GLA.
|
•
|
We entered into new and renewal leases on approximately 0.7 million and 2.6 million square feet of GLA, or approximately 2.9% and 11.0%, respectively, of the GLA of our total portfolio, during the three and nine months ended September 30, 2019.
|
•
|
During the three and nine months ended September 30, 2019, tenant retention for the Same-Property portfolio was 86% and 85%, respectively, which included approximately 0.8 million and 2.4 million square feet of GLA of expiring leases, 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 September 30, 2019, we had total leverage, measured by debt less cash and cash equivalents to total capitalization, of 30.0%. Total liquidity was approximately $1.0 billion, including cash and cash equivalents of $12.7 million, and approximately $1.0 billion available on our unsecured revolving credit facility as of September 30, 2019.
|
•
|
As of September 30, 2019, the weighted average remaining term of our debt portfolio was 6.6 years.
|
•
|
During the three months ended September 30, 2019, we settled a forward sale arrangement pursuant to a forward equity agreement that was entered into in June 2019, which included the sale of approximately 1.8 million shares of our common stock for net proceeds of approximately $51.8 million, adjusted for costs to borrow equating to a net price to us of $28.13 per share of common stock.
|
•
|
During the nine months ended September 30, 2019, we repurchased 345,786 shares of our common stock totaling approximately $8.5 million, at an average price of $24.65 per share, pursuant to our stock repurchase plan.
|
•
|
On October 28, 2019, our Board of Directors announced a quarterly cash dividend of $0.315 per share of common stock and per OP Unit to be paid on January 9, 2020 to stockholders of record of our common stock and holders of our OP Units on January 2, 2020.
|
|
Three Months Ended September 30,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
174,844
|
|
|
$
|
175,038
|
|
|
$
|
(194
|
)
|
|
(0.1
|
)%
|
Interest and other operating income
|
160
|
|
|
97
|
|
|
63
|
|
|
64.9
|
|
|||
Total revenues
|
175,004
|
|
|
175,135
|
|
|
(131
|
)
|
|
(0.1
|
)
|
|||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Rental
|
53,807
|
|
|
55,789
|
|
|
(1,982
|
)
|
|
(3.6
|
)
|
|||
General and administrative
|
9,788
|
|
|
8,770
|
|
|
1,018
|
|
|
11.6
|
|
|||
Transaction
|
522
|
|
|
346
|
|
|
176
|
|
|
50.9
|
|
|||
Depreciation and amortization
|
73,820
|
|
|
70,568
|
|
|
3,252
|
|
|
4.6
|
|
|||
Impairment
|
—
|
|
|
4,281
|
|
|
(4,281
|
)
|
|
NM
|
|
|||
Interest expense
|
24,625
|
|
|
24,834
|
|
|
(209
|
)
|
|
(0.8
|
)
|
|||
Total expenses
|
162,562
|
|
|
164,588
|
|
|
(2,026
|
)
|
|
(1.2
|
)
|
|||
(Loss) gain on sale of real estate, net
|
—
|
|
|
166,372
|
|
|
(166,372
|
)
|
|
NM
|
|
|||
Loss on extinguishment of debt, net
|
(21,646
|
)
|
|
(1,092
|
)
|
|
(20,554
|
)
|
|
NM
|
|
|||
Income from unconsolidated joint venture
|
422
|
|
|
432
|
|
|
(10
|
)
|
|
(2.3
|
)
|
|||
Other income
|
205
|
|
|
89
|
|
|
116
|
|
|
NM
|
|
|||
Net income
|
$
|
(8,577
|
)
|
|
$
|
176,348
|
|
|
$
|
(184,925
|
)
|
|
NM
|
|
|
|
|
|
|
|
|
|
|||||||
NOI
|
$
|
121,197
|
|
|
$
|
119,346
|
|
|
$
|
1,851
|
|
|
1.6
|
%
|
Same-Property Cash NOI
|
$
|
113,206
|
|
|
$
|
110,455
|
|
|
$
|
2,751
|
|
|
2.5
|
%
|
|
Nine Months Ended September 30,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
515,328
|
|
|
$
|
523,826
|
|
|
$
|
(8,498
|
)
|
|
(1.6
|
)%
|
Interest and other operating income
|
399
|
|
|
302
|
|
|
97
|
|
|
32.1
|
|
|||
Total revenues
|
515,727
|
|
|
524,128
|
|
|
(8,401
|
)
|
|
(1.6
|
)
|
|||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Rental
|
158,213
|
|
|
165,364
|
|
|
(7,151
|
)
|
|
(4.3
|
)
|
|||
General and administrative
|
31,157
|
|
|
26,281
|
|
|
4,876
|
|
|
18.6
|
|
|||
Transaction
|
858
|
|
|
933
|
|
|
(75
|
)
|
|
(8.0
|
)
|
|||
Depreciation and amortization
|
211,730
|
|
|
210,064
|
|
|
1,666
|
|
|
0.8
|
|
|||
Interest expense
|
72,601
|
|
|
77,392
|
|
|
(4,791
|
)
|
|
(6.2
|
)
|
|||
Impairment
|
—
|
|
|
8,887
|
|
|
(8,887
|
)
|
|
NM
|
|
|||
Total expenses
|
474,559
|
|
|
488,921
|
|
|
(14,362
|
)
|
|
(2.9
|
)
|
|||
(Loss) gain on sale of real estate, net
|
(37
|
)
|
|
166,372
|
|
|
(166,409
|
)
|
|
NM
|
|
|||
Loss on extinguishment of debt, net
|
(21,646
|
)
|
|
(1,092
|
)
|
|
(20,554
|
)
|
|
NM
|
|
|||
Income from unconsolidated joint venture
|
1,456
|
|
|
1,405
|
|
|
51
|
|
|
3.6
|
|
|||
Other income
|
781
|
|
|
129
|
|
|
652
|
|
|
NM
|
|
|||
Net income
|
$
|
21,722
|
|
|
$
|
202,021
|
|
|
$
|
(180,299
|
)
|
|
(89.2
|
)%
|
|
|
|
|
|
|
|
|
|||||||
NOI
|
$
|
357,514
|
|
|
$
|
358,764
|
|
|
$
|
(1,250
|
)
|
|
(0.3
|
)%
|
Same-Property Cash NOI
|
$
|
336,063
|
|
|
$
|
327,088
|
|
|
$
|
8,975
|
|
|
2.7
|
%
|
|
Three Months Ended September 30,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Contractual rental income
|
$
|
166,338
|
|
|
$
|
168,169
|
|
|
$
|
(1,831
|
)
|
|
(1.1
|
)%
|
Straight-line rent and amortization of above and (below) market leases
|
5,149
|
|
|
4,252
|
|
|
897
|
|
|
21.1
|
|
|||
Other rental revenue
|
3,357
|
|
|
2,617
|
|
|
740
|
|
|
28.3
|
|
|||
Total rental income
|
$
|
174,844
|
|
|
$
|
175,038
|
|
|
$
|
(194
|
)
|
|
(0.1
|
)%
|
|
Nine Months Ended September 30,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Contractual rental income
|
$
|
491,132
|
|
|
$
|
502,984
|
|
|
$
|
(11,852
|
)
|
|
(2.4
|
)%
|
Straight-line rent and amortization of above and (below) market leases
|
14,034
|
|
|
12,727
|
|
|
1,307
|
|
|
10.3
|
|
|||
Other rental revenue
|
10,162
|
|
|
8,115
|
|
|
2,047
|
|
|
25.2
|
|
|||
Total rental income
|
$
|
515,328
|
|
|
$
|
523,826
|
|
|
$
|
(8,498
|
)
|
|
(1.6
|
)%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
New and renewal leases:
|
|
|
|
|
|
|
|
||||||||
Average starting base rents
|
$
|
24.59
|
|
|
$
|
22.10
|
|
|
$
|
22.23
|
|
|
$
|
23.07
|
|
Average expiring base rents
|
23.94
|
|
|
21.32
|
|
|
21.51
|
|
|
22.59
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Square feet of GLA
|
696
|
|
|
532
|
|
|
2,596
|
|
|
2,204
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
New leases:
|
|
|
|
|
|
|
|
||||||||
Tenant improvements
|
$
|
22.91
|
|
|
$
|
17.93
|
|
|
$
|
29.95
|
|
|
$
|
22.91
|
|
Leasing commissions
|
1.78
|
|
|
2.26
|
|
|
2.01
|
|
|
1.95
|
|
||||
Tenant concessions
|
2.62
|
|
|
0.02
|
|
|
3.79
|
|
|
1.85
|
|
||||
Renewal leases:
|
|
|
|
|
|
|
|
||||||||
Tenant improvements
|
$
|
7.29
|
|
|
$
|
6.51
|
|
|
$
|
11.14
|
|
|
$
|
7.73
|
|
Leasing commissions
|
1.72
|
|
|
0.68
|
|
|
2.01
|
|
|
1.30
|
|
||||
Tenant concessions
|
0.39
|
|
|
0.02
|
|
|
3.79
|
|
|
0.76
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
New leases
|
6.3
|
|
7.6
|
|
7.1
|
|
7.3
|
Renewal leases
|
5.9
|
|
4.2
|
|
7.4
|
|
5.2
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net (loss) income attributable to common stockholders
|
$
|
(8,463
|
)
|
|
$
|
172,986
|
|
|
$
|
21,236
|
|
|
$
|
198,134
|
|
Depreciation and amortization expense related to investments in real estate
|
73,042
|
|
|
70,004
|
|
|
209,814
|
|
|
208,445
|
|
||||
(Gain) loss on sale of real estate, net
|
—
|
|
|
(166,372
|
)
|
|
37
|
|
|
(166,372
|
)
|
||||
Impairment
|
—
|
|
|
4,281
|
|
|
—
|
|
|
8,887
|
|
||||
Proportionate share of joint venture depreciation and amortization
|
468
|
|
|
463
|
|
|
1,390
|
|
|
1,277
|
|
||||
FFO attributable to common stockholders
|
$
|
65,047
|
|
|
$
|
81,362
|
|
|
$
|
232,477
|
|
|
$
|
250,371
|
|
Transaction expenses
|
522
|
|
|
346
|
|
|
858
|
|
|
789
|
|
||||
Loss on extinguishment of debt, net
|
21,646
|
|
|
1,092
|
|
|
21,646
|
|
|
1,092
|
|
||||
Noncontrolling income from OP Units included in diluted shares
|
(114
|
)
|
|
3,344
|
|
|
420
|
|
|
3,822
|
|
||||
Other normalizing items, net
|
—
|
|
|
—
|
|
|
—
|
|
|
144
|
|
||||
Normalized FFO attributable to common stockholders
|
$
|
87,101
|
|
|
$
|
86,144
|
|
|
$
|
255,401
|
|
|
$
|
256,218
|
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to common stockholders per diluted share
|
$
|
(0.04
|
)
|
|
$
|
0.82
|
|
|
$
|
0.10
|
|
|
$
|
0.94
|
|
FFO adjustments per diluted share, net
|
0.35
|
|
|
(0.44
|
)
|
|
1.01
|
|
|
0.25
|
|
||||
FFO attributable to common stockholders per diluted share
|
$
|
0.31
|
|
|
$
|
0.38
|
|
|
$
|
1.11
|
|
|
$
|
1.19
|
|
Normalized FFO adjustments per diluted share, net
|
0.11
|
|
|
0.03
|
|
|
0.11
|
|
|
0.03
|
|
||||
Normalized FFO attributable to common stockholders per diluted share
|
$
|
0.42
|
|
|
$
|
0.41
|
|
|
$
|
1.22
|
|
|
$
|
1.22
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average diluted common shares outstanding
|
209,072
|
|
|
211,444
|
|
|
209,026
|
|
|
209,968
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net (loss) income attributable to common unitholders
|
$
|
(8,577
|
)
|
|
$
|
176,330
|
|
|
$
|
21,656
|
|
|
$
|
201,956
|
|
Depreciation and amortization expense related to investments in real estate
|
73,042
|
|
|
70,004
|
|
|
209,814
|
|
|
208,445
|
|
||||
(Gain) loss on sale of real estate, net
|
—
|
|
|
(166,372
|
)
|
|
37
|
|
|
(166,372
|
)
|
||||
Impairment
|
—
|
|
|
4,281
|
|
|
—
|
|
|
8,887
|
|
||||
Proportionate share of joint venture depreciation and amortization
|
468
|
|
|
463
|
|
|
1,390
|
|
|
1,277
|
|
||||
FFO attributable to common unitholders
|
$
|
64,933
|
|
|
$
|
84,706
|
|
|
$
|
232,897
|
|
|
$
|
254,193
|
|
Transaction expenses
|
522
|
|
|
346
|
|
|
858
|
|
|
789
|
|
||||
Loss on extinguishment of debt, net
|
21,646
|
|
|
1,092
|
|
|
21,646
|
|
|
1,092
|
|
||||
Other normalizing items, net
|
—
|
|
|
—
|
|
|
—
|
|
|
144
|
|
||||
Normalized FFO attributable to common unitholders
|
$
|
87,101
|
|
|
$
|
86,144
|
|
|
$
|
255,401
|
|
|
$
|
256,218
|
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to common unitholders per diluted share
|
$
|
(0.04
|
)
|
|
$
|
0.83
|
|
|
$
|
0.10
|
|
|
$
|
0.96
|
|
FFO adjustments per diluted unit, net
|
0.35
|
|
|
(0.43
|
)
|
|
1.01
|
|
|
0.25
|
|
||||
FFO attributable to common unitholders per diluted unit
|
$
|
0.31
|
|
|
$
|
0.40
|
|
|
$
|
1.11
|
|
|
$
|
1.21
|
|
Normalized FFO adjustments per diluted unit, net
|
0.11
|
|
|
0.01
|
|
|
0.11
|
|
|
0.01
|
|
||||
Normalized FFO attributable to common unitholders per diluted unit
|
$
|
0.42
|
|
|
$
|
0.41
|
|
|
$
|
1.22
|
|
|
$
|
1.22
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average diluted common units outstanding
|
209,164
|
|
|
211,444
|
|
|
209,056
|
|
|
209,968
|
|
|
Nine Months Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Cash, cash equivalents and restricted cash - beginning of period
|
$
|
133,530
|
|
|
$
|
118,560
|
|
|
$
|
14,970
|
|
Net cash provided by operating activities
|
238,382
|
|
|
240,751
|
|
|
(2,369
|
)
|
|||
Net cash (used in) provided by investing activities
|
(295,210
|
)
|
|
194,846
|
|
|
(490,056
|
)
|
|||
Net cash used in financing activities
|
(58,886
|
)
|
|
(314,000
|
)
|
|
255,114
|
|
|||
Cash, cash equivalents and restricted cash - end of period
|
$
|
17,816
|
|
|
$
|
240,157
|
|
|
$
|
(222,341
|
)
|
|
Healthcare Trust of America, Inc.
|
||
|
|
|
|
By:
|
/s/ Scott D. Peters
|
|
Chief Executive Officer, President and Chairman
|
|
Scott D. Peters
|
|
(Principal Executive Officer)
|
Date:
|
October 29, 2019
|
|
|
|
|
|
|
By:
|
/s/ Robert A. Milligan
|
|
Chief Financial Officer
|
|
Robert A. Milligan
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
Date:
|
October 29, 2019
|
|
|
|
|
|
|
|
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:
|
October 29, 2019
|
|
|
|
|
|
|
By:
|
/s/ Robert A. Milligan
|
|
Chief Financial Officer
|
|
Robert A. Milligan
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
Date:
|
October 29, 2019
|
|
|
|
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
|
|