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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Healthcare Trust of America Inc New | NYSE:HTA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 29.19 | 0 | 01:00:00 |
|
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 7 - Debt
,
Note 10 - Stockholders’ Equity and Partners’ Capital
,
Note 12 - Per Share Data of HTA
and
Note 13 - 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.
|
|
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Page
|
Healthcare Trust of America, Inc.
|
|
|
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||
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||
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||
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Healthcare Trust of America Holdings, LP
|
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Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
|
|
|
|
||
|
|
|
|
|
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|
September 30, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
|
||||
Real estate investments:
|
|
|
|
|
||||
Land
|
|
$
|
480,850
|
|
|
$
|
386,526
|
|
Building and improvements
|
|
5,788,837
|
|
|
3,466,516
|
|
||
Lease intangibles
|
|
648,591
|
|
|
467,571
|
|
||
Construction in progress
|
|
59,573
|
|
|
—
|
|
||
|
|
6,977,851
|
|
|
4,320,613
|
|
||
Accumulated depreciation and amortization
|
|
(973,566
|
)
|
|
(817,593
|
)
|
||
Real estate investments, net
|
|
6,004,285
|
|
|
3,503,020
|
|
||
Investment in unconsolidated joint venture
|
|
68,303
|
|
|
—
|
|
||
Cash and cash equivalents
|
|
9,410
|
|
|
11,231
|
|
||
Restricted cash and escrow deposits
|
|
17,469
|
|
|
13,814
|
|
||
Receivables and other assets, net
|
|
206,030
|
|
|
173,461
|
|
||
Other intangibles, net
|
|
108,025
|
|
|
46,318
|
|
||
Total assets
|
|
$
|
6,413,522
|
|
|
$
|
3,747,844
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Debt
|
|
$
|
2,856,758
|
|
|
$
|
1,768,905
|
|
Accounts payable and accrued liabilities
|
|
159,070
|
|
|
105,034
|
|
||
Derivative financial instruments - interest rate swaps
|
|
1,441
|
|
|
1,920
|
|
||
Security deposits, prepaid rent and other liabilities
|
|
61,402
|
|
|
49,859
|
|
||
Intangible liabilities, net
|
|
69,852
|
|
|
37,056
|
|
||
Total liabilities
|
|
3,148,523
|
|
|
1,962,774
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Redeemable noncontrolling interests
|
|
4,692
|
|
|
4,653
|
|
||
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; 200,686,673 and 141,719,134 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively
|
|
2,007
|
|
|
1,417
|
|
||
Additional paid-in capital
|
|
4,386,224
|
|
|
2,754,818
|
|
||
Accumulated other comprehensive loss
|
|
(615
|
)
|
|
—
|
|
||
Cumulative dividends in excess of earnings
|
|
(1,212,051
|
)
|
|
(1,068,961
|
)
|
||
Total stockholders’ equity
|
|
3,175,565
|
|
|
1,687,274
|
|
||
Noncontrolling interests
|
|
84,742
|
|
|
93,143
|
|
||
Total equity
|
|
3,260,307
|
|
|
1,780,417
|
|
||
Total liabilities and equity
|
|
$
|
6,413,522
|
|
|
$
|
3,747,844
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
175,431
|
|
|
$
|
118,252
|
|
|
$
|
438,949
|
|
|
$
|
338,646
|
|
Interest and other operating income
|
563
|
|
|
88
|
|
|
1,271
|
|
|
243
|
|
||||
Total revenues
|
175,994
|
|
|
118,340
|
|
|
440,220
|
|
|
338,889
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Rental
|
56,331
|
|
|
36,885
|
|
|
138,874
|
|
|
105,299
|
|
||||
General and administrative
|
8,283
|
|
|
7,293
|
|
|
25,178
|
|
|
20,879
|
|
||||
Transaction
|
261
|
|
|
1,122
|
|
|
5,618
|
|
|
4,997
|
|
||||
Depreciation and amortization
|
70,491
|
|
|
47,864
|
|
|
172,900
|
|
|
130,430
|
|
||||
Impairment
|
—
|
|
|
—
|
|
|
5,093
|
|
|
—
|
|
||||
Total expenses
|
135,366
|
|
|
93,164
|
|
|
347,663
|
|
|
261,605
|
|
||||
Income before other income (expense)
|
40,628
|
|
|
25,176
|
|
|
92,557
|
|
|
77,284
|
|
||||
Interest expense:
|
|
|
|
|
|
|
|
||||||||
Interest related to derivative financial instruments
|
(264
|
)
|
|
(552
|
)
|
|
(827
|
)
|
|
(1,856
|
)
|
||||
Gain (loss) on change in fair value of derivative financial instruments, net
|
—
|
|
|
1,306
|
|
|
884
|
|
|
(2,144
|
)
|
||||
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments
|
(264
|
)
|
|
754
|
|
|
57
|
|
|
(4,000
|
)
|
||||
Interest related to debt
|
(25,924
|
)
|
|
(16,386
|
)
|
|
(59,688
|
)
|
|
(44,503
|
)
|
||||
Gain on sale of real estate, net
|
—
|
|
|
—
|
|
|
3
|
|
|
4,212
|
|
||||
Loss on extinguishment of debt, net
|
(774
|
)
|
|
(3,000
|
)
|
|
(11,192
|
)
|
|
(3,022
|
)
|
||||
Income from unconsolidated joint venture
|
318
|
|
|
—
|
|
|
381
|
|
|
—
|
|
||||
Other (expense) income
|
(27
|
)
|
|
95
|
|
|
(13
|
)
|
|
220
|
|
||||
Net income
|
$
|
13,957
|
|
|
$
|
6,639
|
|
|
$
|
22,105
|
|
|
$
|
30,191
|
|
Net income attributable to noncontrolling interests
(1)
|
(194
|
)
|
|
(212
|
)
|
|
(715
|
)
|
|
(830
|
)
|
||||
Net income attributable to common stockholders
|
$
|
13,763
|
|
|
$
|
6,427
|
|
|
$
|
21,390
|
|
|
$
|
29,361
|
|
Earnings per common share - basic:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common stockholders
|
$
|
0.07
|
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
|
$
|
0.22
|
|
Earnings per common share - diluted:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common stockholders
|
$
|
0.07
|
|
|
$
|
0.04
|
|
|
$
|
0.12
|
|
|
$
|
0.21
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
200,674
|
|
|
138,807
|
|
|
173,189
|
|
|
134,905
|
|
||||
Diluted
|
204,795
|
|
|
143,138
|
|
|
177,410
|
|
|
138,314
|
|
||||
Dividends declared per common share
|
$
|
0.305
|
|
|
$
|
0.300
|
|
|
$
|
0.905
|
|
|
$
|
0.890
|
|
|
|
|
|
|
|
|
|
||||||||
(1) Includes amounts attributable to redeemable noncontrolling interests.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
13,957
|
|
|
$
|
6,639
|
|
|
$
|
22,105
|
|
|
$
|
30,191
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive gain (loss)
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gains (losses) on cash flow hedges
|
205
|
|
|
—
|
|
|
(631
|
)
|
|
—
|
|
||||
Total other comprehensive gain (loss)
|
205
|
|
|
—
|
|
|
(631
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income
|
14,162
|
|
|
6,639
|
|
|
21,474
|
|
|
30,191
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
(170
|
)
|
|
(211
|
)
|
|
(619
|
)
|
|
(802
|
)
|
||||
Total comprehensive income attributable to common stockholders
|
$
|
13,992
|
|
|
$
|
6,428
|
|
|
$
|
20,855
|
|
|
$
|
29,389
|
|
|
Class A Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Cumulative Dividends in Excess of Earnings
|
|
Total Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|||||||||||||||||||||||||||
Balance as of December 31, 2015
|
127,027
|
|
|
$
|
1,270
|
|
|
$
|
2,328,806
|
|
|
$
|
—
|
|
|
$
|
(950,652
|
)
|
|
$
|
1,379,424
|
|
|
$
|
27,534
|
|
|
$
|
1,406,958
|
|
Issuance of common stock, net
|
14,138
|
|
|
141
|
|
|
417,022
|
|
|
—
|
|
|
—
|
|
|
417,163
|
|
|
—
|
|
|
417,163
|
|
|||||||
Issuance of operating partnership units in connection with an acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,754
|
|
|
71,754
|
|
|||||||
Share-based award transactions, net
|
393
|
|
|
4
|
|
|
5,132
|
|
|
—
|
|
|
—
|
|
|
5,136
|
|
|
—
|
|
|
5,136
|
|
|||||||
Repurchase and cancellation of common stock
|
(87
|
)
|
|
(1
|
)
|
|
(2,424
|
)
|
|
—
|
|
|
—
|
|
|
(2,425
|
)
|
|
—
|
|
|
(2,425
|
)
|
|||||||
Redemption of noncontrolling interest and other
|
257
|
|
|
3
|
|
|
5,030
|
|
|
—
|
|
|
—
|
|
|
5,033
|
|
|
(5,709
|
)
|
|
(676
|
)
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121,686
|
)
|
|
(121,686
|
)
|
|
(3,134
|
)
|
|
(124,820
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,361
|
|
|
29,361
|
|
|
802
|
|
|
30,163
|
|
|||||||
Balance as of September 30, 2016
|
141,728
|
|
|
$
|
1,417
|
|
|
$
|
2,753,566
|
|
|
$
|
—
|
|
|
$
|
(1,042,977
|
)
|
|
$
|
1,712,006
|
|
|
$
|
91,247
|
|
|
$
|
1,803,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
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, net
|
58,623
|
|
|
586
|
|
|
1,623,636
|
|
|
—
|
|
|
—
|
|
|
1,624,222
|
|
|
—
|
|
|
1,624,222
|
|
|||||||
Issuance of operating partnership units in connection with an acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
610
|
|
|
610
|
|
|||||||
Share-based award transactions, net
|
234
|
|
|
3
|
|
|
5,490
|
|
|
—
|
|
|
—
|
|
|
5,493
|
|
|
—
|
|
|
5,493
|
|
|||||||
Repurchase and cancellation of common stock
|
(116
|
)
|
|
(1
|
)
|
|
(3,412
|
)
|
|
—
|
|
|
—
|
|
|
(3,413
|
)
|
|
—
|
|
|
(3,413
|
)
|
|||||||
Redemption of noncontrolling interest and other
|
227
|
|
|
2
|
|
|
5,692
|
|
|
—
|
|
|
—
|
|
|
5,694
|
|
|
(5,694
|
)
|
|
—
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(164,480
|
)
|
|
(164,480
|
)
|
|
(3,936
|
)
|
|
(168,416
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,390
|
|
|
21,390
|
|
|
635
|
|
|
22,025
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(615
|
)
|
|
—
|
|
|
(615
|
)
|
|
(16
|
)
|
|
(631
|
)
|
|||||||
Balance as of September 30, 2017
|
200,687
|
|
|
$
|
2,007
|
|
|
$
|
4,386,224
|
|
|
$
|
(615
|
)
|
|
$
|
(1,212,051
|
)
|
|
$
|
3,175,565
|
|
|
$
|
84,742
|
|
|
$
|
3,260,307
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
22,105
|
|
|
$
|
30,191
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation, amortization and other
|
|
169,057
|
|
|
128,728
|
|
||
Share-based compensation expense
|
|
5,493
|
|
|
5,136
|
|
||
Bad debt expense
|
|
635
|
|
|
508
|
|
||
Impairment
|
|
5,093
|
|
|
—
|
|
||
Income from unconsolidated joint venture
|
|
(381
|
)
|
|
—
|
|
||
Gain on sale of real estate, net
|
|
(3
|
)
|
|
(4,212
|
)
|
||
Loss on extinguishment of debt, net
|
|
11,192
|
|
|
3,022
|
|
||
Change in fair value of derivative financial instruments
|
|
(884
|
)
|
|
2,144
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Receivables and other assets, net
|
|
(20,489
|
)
|
|
(14,051
|
)
|
||
Accounts payable and accrued liabilities
|
|
29,566
|
|
|
3,598
|
|
||
Prepaid rent and other liabilities
|
|
7,158
|
|
|
(6,807
|
)
|
||
Net cash provided by operating activities
|
|
228,542
|
|
|
148,257
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Investments in real estate
|
|
(2,357,570
|
)
|
|
(532,527
|
)
|
||
Investment in unconsolidated joint venture
|
|
(68,839
|
)
|
|
—
|
|
||
Development of real estate
|
|
(19,163
|
)
|
|
—
|
|
||
Proceeds from the sale of real estate
|
|
4,746
|
|
|
23,368
|
|
||
Capital expenditures
|
|
(42,990
|
)
|
|
(34,064
|
)
|
||
Restricted cash, escrow deposits and other assets
|
|
(3,655
|
)
|
|
2,143
|
|
||
Net cash used in investing activities
|
|
(2,487,471
|
)
|
|
(541,080
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Borrowings on unsecured revolving credit facility
|
|
515,000
|
|
|
513,000
|
|
||
Payments on unsecured revolving credit facility
|
|
(528,000
|
)
|
|
(704,000
|
)
|
||
Proceeds from unsecured senior notes
|
|
900,000
|
|
|
347,725
|
|
||
Borrowings on unsecured term loans
|
|
—
|
|
|
200,000
|
|
||
Payments on unsecured term loans
|
|
—
|
|
|
(155,000
|
)
|
||
Payments on secured mortgage loans
|
|
(75,444
|
)
|
|
(98,453
|
)
|
||
Deferred financing costs
|
|
(16,902
|
)
|
|
(3,039
|
)
|
||
Debt extinguishment costs
|
|
(10,391
|
)
|
|
—
|
|
||
Security deposits
|
|
1,932
|
|
|
862
|
|
||
Proceeds from issuance of common stock
|
|
1,624,222
|
|
|
418,891
|
|
||
Repurchase and cancellation of common stock
|
|
(3,413
|
)
|
|
(2,425
|
)
|
||
Dividends paid
|
|
(145,877
|
)
|
|
(116,655
|
)
|
||
Distributions paid to noncontrolling interest of limited partners
|
|
(4,019
|
)
|
|
(2,724
|
)
|
||
Redemption of redeemable noncontrolling interest
|
|
—
|
|
|
(491
|
)
|
||
Net cash provided by financing activities
|
|
2,257,108
|
|
|
397,691
|
|
||
Net change in cash and cash equivalents
|
|
(1,821
|
)
|
|
4,868
|
|
||
Cash and cash equivalents - beginning of period
|
|
11,231
|
|
|
13,070
|
|
||
Cash and cash equivalents - end of period
|
|
$
|
9,410
|
|
|
$
|
17,938
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
|
||||
Real estate investments:
|
|
|
|
|
||||
Land
|
|
$
|
480,850
|
|
|
$
|
386,526
|
|
Building and improvements
|
|
5,788,837
|
|
|
3,466,516
|
|
||
Lease intangibles
|
|
648,591
|
|
|
467,571
|
|
||
Construction in progress
|
|
59,573
|
|
|
—
|
|
||
|
|
6,977,851
|
|
|
4,320,613
|
|
||
Accumulated depreciation and amortization
|
|
(973,566
|
)
|
|
(817,593
|
)
|
||
Real estate investments, net
|
|
6,004,285
|
|
|
3,503,020
|
|
||
Investment in unconsolidated joint venture
|
|
68,303
|
|
|
—
|
|
||
Cash and cash equivalents
|
|
9,410
|
|
|
11,231
|
|
||
Restricted cash and escrow deposits
|
|
17,469
|
|
|
13,814
|
|
||
Receivables and other assets, net
|
|
206,030
|
|
|
173,461
|
|
||
Other intangibles, net
|
|
108,025
|
|
|
46,318
|
|
||
Total assets
|
|
$
|
6,413,522
|
|
|
$
|
3,747,844
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Debt
|
|
$
|
2,856,758
|
|
|
$
|
1,768,905
|
|
Accounts payable and accrued liabilities
|
|
159,070
|
|
|
105,034
|
|
||
Derivative financial instruments - interest rate swaps
|
|
1,441
|
|
|
1,920
|
|
||
Security deposits, prepaid rent and other liabilities
|
|
61,402
|
|
|
49,859
|
|
||
Intangible liabilities, net
|
|
69,852
|
|
|
37,056
|
|
||
Total liabilities
|
|
3,148,523
|
|
|
1,962,774
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
|
4,692
|
|
|
4,653
|
|
||
Partners’ Capital:
|
|
|
|
|
||||
Limited partners’
capital, 4,116,546 and
4,323,095 units issued and outstanding as of September 30, 2017 and December 31, 2016, respectively
|
|
84,472
|
|
|
92,873
|
|
||
General partners’ capital, 200,686,673 and 141,719,134 units issued and outstanding as of September 30, 2017 and December 31, 2016, respectively
|
|
3,175,835
|
|
|
1,687,544
|
|
||
Total partners’ capital
|
|
3,260,307
|
|
|
1,780,417
|
|
||
Total liabilities and partners’ capital
|
|
$
|
6,413,522
|
|
|
$
|
3,747,844
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
175,431
|
|
|
$
|
118,252
|
|
|
$
|
438,949
|
|
|
$
|
338,646
|
|
Interest and other operating income
|
563
|
|
|
88
|
|
|
1,271
|
|
|
243
|
|
||||
Total revenues
|
175,994
|
|
|
118,340
|
|
|
440,220
|
|
|
338,889
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Rental
|
56,331
|
|
|
36,885
|
|
|
138,874
|
|
|
105,299
|
|
||||
General and administrative
|
8,283
|
|
|
7,293
|
|
|
25,178
|
|
|
20,879
|
|
||||
Transaction
|
261
|
|
|
1,122
|
|
|
5,618
|
|
|
4,997
|
|
||||
Depreciation and amortization
|
70,491
|
|
|
47,864
|
|
|
172,900
|
|
|
130,430
|
|
||||
Impairment
|
—
|
|
|
—
|
|
|
5,093
|
|
|
—
|
|
||||
Total expenses
|
135,366
|
|
|
93,164
|
|
|
347,663
|
|
|
261,605
|
|
||||
Income before other income (expense)
|
40,628
|
|
|
25,176
|
|
|
92,557
|
|
|
77,284
|
|
||||
Interest expense:
|
|
|
|
|
|
|
|
||||||||
Interest related to derivative financial instruments
|
(264
|
)
|
|
(552
|
)
|
|
(827
|
)
|
|
(1,856
|
)
|
||||
Gain (loss) on change in fair value of derivative financial instruments, net
|
—
|
|
|
1,306
|
|
|
884
|
|
|
(2,144
|
)
|
||||
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments
|
(264
|
)
|
|
754
|
|
|
57
|
|
|
(4,000
|
)
|
||||
Interest related to debt
|
(25,924
|
)
|
|
(16,386
|
)
|
|
(59,688
|
)
|
|
(44,503
|
)
|
||||
Gain on sale of real estate, net
|
—
|
|
|
—
|
|
|
3
|
|
|
4,212
|
|
||||
Loss on extinguishment of debt, net
|
(774
|
)
|
|
(3,000
|
)
|
|
(11,192
|
)
|
|
(3,022
|
)
|
||||
Income from unconsolidated joint venture
|
318
|
|
|
—
|
|
|
381
|
|
|
—
|
|
||||
Other (expense) income
|
(27
|
)
|
|
95
|
|
|
(13
|
)
|
|
220
|
|
||||
Net income
|
$
|
13,957
|
|
|
$
|
6,639
|
|
|
$
|
22,105
|
|
|
$
|
30,191
|
|
Net income attributable to noncontrolling interests
|
(28
|
)
|
|
(1
|
)
|
|
(80
|
)
|
|
(28
|
)
|
||||
Net income attributable to common unitholders
|
$
|
13,929
|
|
|
$
|
6,638
|
|
|
$
|
22,025
|
|
|
$
|
30,163
|
|
Earnings per common unit - basic:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common unitholders
|
$
|
0.07
|
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
|
$
|
0.22
|
|
Earnings per common unit - diluted:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common unitholders
|
$
|
0.07
|
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
|
$
|
0.22
|
|
Weighted average common units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
204,795
|
|
|
143,137
|
|
|
177,410
|
|
|
138,314
|
|
||||
Diluted
|
204,795
|
|
|
143,137
|
|
|
177,410
|
|
|
138,314
|
|
||||
Dividends declared per common unit
|
$
|
0.305
|
|
|
$
|
0.300
|
|
|
$
|
0.905
|
|
|
$
|
0.890
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
13,957
|
|
|
$
|
6,639
|
|
|
$
|
22,105
|
|
|
$
|
30,191
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive gain (loss)
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gains (losses) on cash flow hedges
|
205
|
|
|
—
|
|
|
(631
|
)
|
|
—
|
|
||||
Total other comprehensive gain (loss)
|
205
|
|
|
—
|
|
|
(631
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income
|
14,162
|
|
|
6,639
|
|
|
21,474
|
|
|
30,191
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
(28
|
)
|
|
(1
|
)
|
|
(80
|
)
|
|
(28
|
)
|
||||
Total comprehensive income attributable to common unitholders
|
$
|
14,134
|
|
|
$
|
6,638
|
|
|
$
|
21,394
|
|
|
$
|
30,163
|
|
|
General Partners’ Capital
|
|
Limited Partners’ Capital
|
|
Total Partners’ Capital
|
||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||
Balance as of December 31, 2015
|
127,027
|
|
|
$
|
1,379,694
|
|
|
1,930
|
|
|
$
|
27,264
|
|
|
$
|
1,406,958
|
|
Issuance of general partner units, net
|
14,138
|
|
|
417,163
|
|
|
—
|
|
|
—
|
|
|
417,163
|
|
|||
Issuance of limited partner units in connection with an acquisition
|
—
|
|
|
—
|
|
|
2,650
|
|
|
71,754
|
|
|
71,754
|
|
|||
Share-based award transactions, net
|
393
|
|
|
5,136
|
|
|
—
|
|
|
—
|
|
|
5,136
|
|
|||
Redemption and cancellation of general partner units
|
(87
|
)
|
|
(2,425
|
)
|
|
—
|
|
|
—
|
|
|
(2,425
|
)
|
|||
Redemption of limited partner units and other
|
257
|
|
|
5,033
|
|
|
(257
|
)
|
|
(5,709
|
)
|
|
(676
|
)
|
|||
Distributions declared
|
—
|
|
|
(121,686
|
)
|
|
—
|
|
|
(3,134
|
)
|
|
(124,820
|
)
|
|||
Net income
|
—
|
|
|
29,361
|
|
|
—
|
|
|
802
|
|
|
30,163
|
|
|||
Balance as of September 30, 2016
|
141,728
|
|
|
$
|
1,712,276
|
|
|
4,323
|
|
|
$
|
90,977
|
|
|
$
|
1,803,253
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2016
|
141,719
|
|
|
$
|
1,687,544
|
|
|
4,323
|
|
|
$
|
92,873
|
|
|
$
|
1,780,417
|
|
Issuance of general partner units, net
|
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
|
234
|
|
|
5,493
|
|
|
—
|
|
|
—
|
|
|
5,493
|
|
|||
Redemption and cancellation of general partner units
|
(116
|
)
|
|
(3,413
|
)
|
|
—
|
|
|
—
|
|
|
(3,413
|
)
|
|||
Redemption of limited partner units and other
|
227
|
|
|
5,694
|
|
|
(227
|
)
|
|
(5,694
|
)
|
|
—
|
|
|||
Distributions declared
|
—
|
|
|
(164,480
|
)
|
|
—
|
|
|
(3,936
|
)
|
|
(168,416
|
)
|
|||
Net income
|
—
|
|
|
21,390
|
|
|
—
|
|
|
635
|
|
|
22,025
|
|
|||
Other comprehensive loss
|
—
|
|
|
(615
|
)
|
|
—
|
|
|
(16
|
)
|
|
(631
|
)
|
|||
Balance as of September 30, 2017
|
200,687
|
|
|
$
|
3,175,835
|
|
|
4,117
|
|
|
$
|
84,472
|
|
|
$
|
3,260,307
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
22,105
|
|
|
$
|
30,191
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation, amortization and other
|
|
169,057
|
|
|
128,728
|
|
||
Share-based compensation expense
|
|
5,493
|
|
|
5,136
|
|
||
Bad debt expense
|
|
635
|
|
|
508
|
|
||
Impairment
|
|
5,093
|
|
|
—
|
|
||
Income from unconsolidated joint venture
|
|
(381
|
)
|
|
—
|
|
||
Gain on sale of real estate, net
|
|
(3
|
)
|
|
(4,212
|
)
|
||
Loss on extinguishment of debt, net
|
|
11,192
|
|
|
3,022
|
|
||
Change in fair value of derivative financial instruments
|
|
(884
|
)
|
|
2,144
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Receivables and other assets, net
|
|
(20,489
|
)
|
|
(14,051
|
)
|
||
Accounts payable and accrued liabilities
|
|
29,566
|
|
|
3,598
|
|
||
Prepaid rent and other liabilities
|
|
7,158
|
|
|
(6,807
|
)
|
||
Net cash provided by operating activities
|
|
228,542
|
|
|
148,257
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Investments in real estate
|
|
(2,357,570
|
)
|
|
(532,527
|
)
|
||
Investment in unconsolidated joint venture
|
|
(68,839
|
)
|
|
—
|
|
||
Development of real estate
|
|
(19,163
|
)
|
|
—
|
|
||
Proceeds from the sale of real estate
|
|
4,746
|
|
|
23,368
|
|
||
Capital expenditures
|
|
(42,990
|
)
|
|
(34,064
|
)
|
||
Restricted cash, escrow deposits and other assets
|
|
(3,655
|
)
|
|
2,143
|
|
||
Net cash used in investing activities
|
|
(2,487,471
|
)
|
|
(541,080
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Borrowings on unsecured revolving credit facility
|
|
515,000
|
|
|
513,000
|
|
||
Payments on unsecured revolving credit facility
|
|
(528,000
|
)
|
|
(704,000
|
)
|
||
Proceeds from unsecured senior notes
|
|
900,000
|
|
|
347,725
|
|
||
Borrowings on unsecured term loans
|
|
—
|
|
|
200,000
|
|
||
Payments on unsecured term loans
|
|
—
|
|
|
(155,000
|
)
|
||
Payments on secured mortgage loans
|
|
(75,444
|
)
|
|
(98,453
|
)
|
||
Deferred financing costs
|
|
(16,902
|
)
|
|
(3,039
|
)
|
||
Debt extinguishment costs
|
|
(10,391
|
)
|
|
—
|
|
||
Security deposits
|
|
1,932
|
|
|
862
|
|
||
Proceeds from issuance of general partner units
|
|
1,624,222
|
|
|
418,891
|
|
||
Repurchase and cancellation of general partner units
|
|
(3,413
|
)
|
|
(2,425
|
)
|
||
Distributions paid to general partner
|
|
(145,877
|
)
|
|
(116,655
|
)
|
||
Distributions paid to limited partners and redeemable noncontrolling interests
|
|
(4,019
|
)
|
|
(2,724
|
)
|
||
Redemption of redeemable noncontrolling interest
|
|
—
|
|
|
(491
|
)
|
||
Net cash provided by financing activities
|
|
2,257,108
|
|
|
397,691
|
|
||
Net change in cash and cash equivalents
|
|
(1,821
|
)
|
|
4,868
|
|
||
Cash and cash equivalents - beginning of period
|
|
11,231
|
|
|
13,070
|
|
||
Cash and cash equivalents - end of period
|
|
$
|
9,410
|
|
|
$
|
17,938
|
|
Accounting Pronouncement
|
|
Description
|
|
Effective Date
|
|
Effect on financial statements
|
ASU 2017-01
Business Combinations: Clarifying the Definition of a Business (Issued January 2017) |
|
ASU 2017-01 clarifies the definition of a business by adding guidance to assist entities evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including, but not limited to, acquisitions, disposals, goodwill and consolidation.
|
|
ASU 2017-01 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.
|
|
We adopted ASU 2017-01 as of January 1, 2017 on a prospective basis. We expect that the majority of our future investments in real estate will be accounted for as asset acquisitions under ASU 2017-01. The adoption of ASU 2017-01 will impact how we account for acquisition-related expenses and contingent consideration, which may result in lower acquisition-related expenses and eliminate fair value adjustments related to future contingent consideration arrangements.
|
Accounting Pronouncement
|
|
Description
|
|
Effective Date
|
|
Effect on financial statements
|
ASU 2014-09
Revenue from Contracts with Customers
(Issued May 2014)
|
|
ASU 2014-09 is 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 ASU 2014-09. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach.
|
|
In August 2015, the FASB deferred the effective date of ASU 2014-09 to the first interim period within annual reporting periods beginning after December 15, 2017 along with the right of early adoption as of the original effective date.
|
|
We have identified all of our revenue streams and concluded rental income from leasing arrangements represents a substantial portion of our revenue and is specifically excluded from ASU 2014-09 and will be governed and evaluated with the anticipated adoption of ASU 2016-02 as described below. Upon adoption of ASU 2016-02, ASU 2014-09 may apply to executory costs and other components of revenue due under leases that are deemed to be non-lease components (such as common area maintenance and other reimbursement revenue), even when the revenue for such activities is not separately stipulated in the lease. In that case, the revenue from these items previously recognized on a straight-line basis under the current lease guidance would be recognized under the new revenue guidance as the related services are delivered. As a result, while total revenue recognized over time would not differ under the new guidance, the recognition pattern would be different. Under ASU 2014-09, revenue recognition for real estate sales is largely based on the transfer of control versus continuing involvement under the current guidance. Upon adoption, there will not be a material impact on our consolidated financial statements since we have historically disposed of the majority of our properties with no future controls or contingencies. We will adopt ASU 2014-09 effective January 1, 2018 using the modified retrospective approach.
|
ASU 2016-02
Leases (Issued February 2016) |
|
ASU 2016-02 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. ASU 2016-02 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. Within ASU 2016-02 lessor accounting remained fairly unchanged. In adopting ASU 2016-02, companies will be required to 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.
|
|
ASU 2016-02 is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted.
|
|
We are still evaluating the full impact of ASU 2016-02 on our consolidated financial statements, however, we will adopt ASU 2016-02 as of January 1, 2019 and anticipate that we will elect a practical expedient offered in ASU 2016-02 that allows an entity to not reassess the following upon adoption (elected as a group): (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. As a result of the adoption, all new or amended leases for which we are the lessee, including corporate and ground leases, that are entered into on or after January 1, 2019, will be recorded on our consolidated financial statements as either financing leases or operating leases with a related right of use asset and lease liability. In addition, we expect that certain executory and non-lease components, such as common area maintenance, will need to be accounted for separately from the lease component of the lease. Lease components will continue to be recognized on a straight-line basis over the lease term and certain non-lease components will be accounted for under the new revenue recognition guidance in ASU 2014-09 as mentioned above.
|
Accounting Pronouncement
|
|
Description
|
|
Effective Date
|
|
Effect on financial statements
|
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.
|
ASU 2016-15
Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (Issued August 2016) |
|
ASU 2016-15 clarifies the guidance on the classification of certain cash receipts and payments in the statement of cash flows to reduce diversity in practice with respect to: (i) debt prepayment or debt extinguishment costs; (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; (iii) contingent consideration payments made after a business combination; (iv) proceeds from the settlement of insurance claims; (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (vi) distributions received from equity method investees; (vii) beneficial interests in securitization transactions; and (viii) separately identifiable cash flows and application of the predominance principle.
|
|
ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.
|
|
We will adopt ASU 2016-15 during the fourth quarter of 2017 and apply the standard retrospectively for all periods presented. We will reclass cash payments related to debt prepayment and extinguishment costs from operating activities to financing activities. Based on our initial assessment the other listed provisions will not have a material impact on our consolidated financial statements and related notes resulting from the adoption of this standard.
|
ASU 2016-18
Statement of Cash Flows: Restricted Cash (Issued November 2016) |
|
ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.
|
|
ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.
|
|
We will adopt ASU 2016-18 during the fourth quarter of 2017 and apply the standard retrospectively for all periods presented. Restricted cash and escrow deposits consist primarily of cash escrowed for real estate acquisitions, real estate taxes, property insurance and capital improvements. We will provide a reconciliation of the changes in cash and cash equivalents and restricted cash and escrow deposits within our consolidated balance sheets to the consolidated statement of cash flows.
|
ASU 2017-05
Other Income: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets
(Issued February 2017)
|
|
ASU 2017-05 defines an in-substance nonfinancial asset, unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing the sales of real estate, removes exception to the financial asset derecognition model and clarifies the accounting for contributions of nonfinancial assets to joint ventures.
|
|
ASU 2017-05 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.
|
|
We will adopt ASU 2017-05 as of January 1, 2018. We do not anticipate there to be a material impact on our consolidated financial statements, as we currently do not have this type of income. However, going forward we will continue to monitor any future impact.
|
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 will adopt ASU 2017-09 as of January 1, 2018. We do not anticipate there to be a material impact on our consolidated financial statements.
|
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 do not anticipate early adoption, however, we are evaluating the impact of adopting ASU 2017-12 on our consolidated financial statements.
|
|
Nine Months Ended September 30,
|
||
|
2017
|
|
2016
|
Acquired intangible assets
|
20.6
|
|
9.1
|
Acquired intangible liabilities
|
19.9
|
|
8.3
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||
|
Balance
|
|
Weighted Average Remaining
Amortization in Years
|
|
Balance
|
|
Weighted Average Remaining
Amortization in Years
|
||||
Assets:
|
|
|
|
|
|
|
|
||||
In place leases
|
$
|
478,052
|
|
|
9.7
|
|
$
|
294,597
|
|
|
9.7
|
Tenant relationships
|
170,539
|
|
|
10.7
|
|
172,974
|
|
|
10.6
|
||
Above market leases
|
39,724
|
|
|
6.3
|
|
28,401
|
|
|
6.3
|
||
Below market leasehold interests
|
92,362
|
|
|
63.4
|
|
38,136
|
|
|
60.4
|
||
|
780,677
|
|
|
|
|
534,108
|
|
|
|
||
Accumulated amortization
|
(299,398
|
)
|
|
|
|
(256,305
|
)
|
|
|
||
Total
|
$
|
481,279
|
|
|
19.2
|
|
$
|
277,803
|
|
|
16.1
|
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||
Below market leases
|
$
|
61,788
|
|
|
14.7
|
|
$
|
34,370
|
|
|
18.6
|
Above market leasehold interests
|
20,610
|
|
|
50.3
|
|
11,632
|
|
|
53.0
|
||
|
82,398
|
|
|
|
|
46,002
|
|
|
|
||
Accumulated amortization
|
(12,546
|
)
|
|
|
|
(8,946
|
)
|
|
|
||
Total
|
$
|
69,852
|
|
|
24.9
|
|
$
|
37,056
|
|
|
28.5
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Amortization recorded against rental income related to above and (below) market leases
|
$
|
(108
|
)
|
|
$
|
(115
|
)
|
|
$
|
(371
|
)
|
|
$
|
202
|
|
Rental expense related to above and (below) market leasehold interests
|
322
|
|
|
118
|
|
|
617
|
|
|
321
|
|
||||
Amortization expense related to in place leases and tenant relationships
|
18,757
|
|
|
15,266
|
|
|
45,944
|
|
|
39,483
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Tenant receivables, net
|
$
|
14,417
|
|
|
$
|
8,722
|
|
Other receivables, net
|
10,161
|
|
|
9,233
|
|
||
Deferred financing costs, net
|
8,190
|
|
|
4,198
|
|
||
Deferred leasing costs, net
|
23,794
|
|
|
20,811
|
|
||
Straight-line rent receivables, net
|
83,133
|
|
|
74,052
|
|
||
Prepaid expenses, deposits, equipment and other, net
|
65,383
|
|
|
55,904
|
|
||
Derivative financial instruments - interest rate swaps
|
952
|
|
|
541
|
|
||
Total
|
$
|
206,030
|
|
|
$
|
173,461
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Amortization expense related to deferred leasing costs
|
$
|
1,445
|
|
|
$
|
1,224
|
|
|
$
|
4,179
|
|
|
$
|
3,368
|
|
Interest expense related to deferred financing costs
|
398
|
|
|
331
|
|
|
1,061
|
|
|
994
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Unsecured revolving credit facility
|
$
|
75,000
|
|
|
$
|
88,000
|
|
Unsecured term loans
|
500,000
|
|
|
500,000
|
|
||
Unsecured senior notes
|
1,850,000
|
|
|
950,000
|
|
||
Fixed rate mortgages loans
|
415,853
|
|
|
204,562
|
|
||
Variable rate mortgages loans
|
38,169
|
|
|
38,904
|
|
||
|
2,879,022
|
|
|
1,781,466
|
|
||
Deferred financing costs, net
|
(16,552
|
)
|
|
(9,527
|
)
|
||
Discount, net
|
(5,712
|
)
|
|
(3,034
|
)
|
||
Total
|
$
|
2,856,758
|
|
|
$
|
1,768,905
|
|
Year
|
|
Amount
|
||
Remainder of 2017
|
|
$
|
1,166
|
|
2018
|
|
100,827
|
|
|
2019
|
|
105,940
|
|
|
2020
|
|
144,892
|
|
|
2021
|
|
303,933
|
|
|
Thereafter
|
|
2,222,264
|
|
|
Total
|
|
$
|
2,879,022
|
|
Year
|
|
Amount
|
||
Remainder of 2017
|
|
$
|
618
|
|
2018
|
|
2,821
|
|
|
2019
|
|
2,826
|
|
|
2020
|
|
2,804
|
|
|
2021
|
|
2,610
|
|
|
Thereafter
|
|
4,873
|
|
|
Total
|
|
$
|
16,552
|
|
Interest Rate Swaps
|
|
September 30, 2017
|
||
Number of instruments
|
|
5
|
|
|
Notional amount
|
|
$
|
189,751
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
Fair Value at:
|
|
|
|
Fair Value at:
|
||||||||||||
Derivatives Designated as Hedging Instruments:
|
|
Balance Sheet
Location
|
|
September 30, 2017
|
|
December 31, 2016
|
|
Balance Sheet
Location
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||
Interest rate swaps
|
|
Receivables and other assets
|
|
$
|
952
|
|
|
$
|
—
|
|
|
Derivative financial instruments
|
|
$
|
1,441
|
|
|
$
|
—
|
|
|
|
Gain (Loss) Recognized in OCI on Derivative
(Effective Portion):
|
|
|
|
Gain (Loss) Reclassified from Accumulated OCI into Income
(Effective Portion):
|
|
|
|
Gain (Loss) Recognized in Income on Derivative
(Ineffective Portion and Amount Excluded from
Effectiveness Testing):
|
||||||||||||||||||
|
|
Three Months Ended September 30,
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Three Months Ended September 30,
|
||||||||||||||||||
Derivatives Cash Flow Hedging Relationships:
|
|
2017
|
|
2016
|
|
Statement of Operations Location
|
|
2017
|
|
2016
|
|
Statement of Operations Location
|
|
2017
|
|
2016
|
||||||||||||
Interest rate swaps
|
|
$
|
9
|
|
|
$
|
—
|
|
|
Interest related to derivative financial instruments
|
|
$
|
(196
|
)
|
|
$
|
—
|
|
|
Interest related to derivative financial instruments
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
|
Gain (Loss) Recognized in OCI on Derivative
(Effective Portion):
|
|
|
|
Gain (Loss) Reclassified from Accumulated OCI into Income
(Effective Portion):
|
|
|
|
Gain (Loss) Recognized in Income on Derivative
(Ineffective Portion and Amount Excluded from
Effectiveness Testing):
|
|||||||||||||||||
|
|
Nine Months Ended
September 30,
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
Nine Months Ended
September 30,
|
|||||||||||||||||
Derivatives Cash Flow Hedging Relationships:
|
|
2017
|
|
2016
|
|
Statement of Operations Location
|
|
2017
|
|
2016
|
|
Statement of Operations Location
|
|
2017
|
|
2016
|
|||||||||||
Interest rate swaps
|
|
$
|
(1,196
|
)
|
|
$
|
—
|
|
|
Interest related to derivative financial instruments
|
|
$
|
(565
|
)
|
|
—
|
|
|
Interest related to derivative financial instruments
|
|
$
|
(31
|
)
|
|
$
|
—
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
Fair Value at:
|
|
|
|
Fair Value at:
|
||||||||||||
Derivatives NOT Designated as Hedging Instruments:
|
|
Balance Sheet
Location
|
|
September 30, 2017
|
|
December 31, 2016
|
|
Balance Sheet
Location
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||
Interest rate swaps
|
|
Receivables and other assets
|
|
$
|
—
|
|
|
$
|
541
|
|
|
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
1,920
|
|
|
|
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
|
||||||||||||
September 30, 2017
|
|
$
|
952
|
|
|
$
|
—
|
|
|
$
|
952
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
952
|
|
December 31, 2016
|
|
541
|
|
|
—
|
|
|
541
|
|
|
—
|
|
|
—
|
|
|
541
|
|
|
|
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
|
||||||||||||
September 30, 2017
|
|
$
|
1,441
|
|
|
$
|
—
|
|
|
$
|
1,441
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,441
|
|
December 31, 2016
|
|
1,920
|
|
|
—
|
|
|
1,920
|
|
|
—
|
|
|
—
|
|
|
1,920
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||
|
Restricted Common Stock
|
|
Weighted
Average Grant
Date Fair Value
|
|
Restricted Common Stock
|
|
Weighted
Average Grant
Date Fair Value
|
||||||
Beginning balance
|
640,870
|
|
|
$
|
27.36
|
|
|
487,850
|
|
|
$
|
23.13
|
|
Granted
|
292,109
|
|
|
29.75
|
|
|
417,110
|
|
|
29.82
|
|
||
Vested
|
(278,821
|
)
|
|
25.31
|
|
|
(236,749
|
)
|
|
23.27
|
|
||
Forfeited
|
(58,384
|
)
|
|
28.86
|
|
|
(24,391
|
)
|
|
25.93
|
|
||
Ending balance
|
595,774
|
|
|
$
|
29.39
|
|
|
643,820
|
|
|
$
|
27.35
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
952
|
|
|
$
|
—
|
|
|
$
|
952
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
1,441
|
|
|
$
|
—
|
|
|
$
|
1,441
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
541
|
|
|
$
|
—
|
|
|
$
|
541
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
1,920
|
|
|
$
|
—
|
|
|
$
|
1,920
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
MOB
(1)
|
|
$
|
—
|
|
|
$
|
8,191
|
|
|
$
|
—
|
|
|
$
|
8,191
|
|
|
|
|
|
|
|
|
|
|
||||||||
(1) During the year ended December 31, 2016, we recognized impairment charges of $1.3 million and $1.8 million to the carrying value of two MOBs. The estimated fair value as of December 31, 2016 for these two MOBs was based upon a pending sales agreement and real estate market comparables.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
13,957
|
|
|
$
|
6,639
|
|
|
$
|
22,105
|
|
|
$
|
30,191
|
|
Net income attributable to noncontrolling interests
|
(194
|
)
|
|
(212
|
)
|
|
(715
|
)
|
|
(830
|
)
|
||||
Net income attributable to common stockholders
|
$
|
13,763
|
|
|
$
|
6,427
|
|
|
$
|
21,390
|
|
|
$
|
29,361
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - basic
|
200,674
|
|
|
138,807
|
|
|
173,189
|
|
|
134,905
|
|
||||
Dilutive shares
|
4,121
|
|
|
4,331
|
|
|
4,221
|
|
|
3,409
|
|
||||
Weighted average shares outstanding - diluted
|
204,795
|
|
|
143,138
|
|
|
177,410
|
|
|
138,314
|
|
||||
Earnings per common share - basic
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common stockholders
|
$
|
0.07
|
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
|
$
|
0.22
|
|
Earnings per common share - diluted
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common stockholders
|
$
|
0.07
|
|
|
$
|
0.04
|
|
|
$
|
0.12
|
|
|
$
|
0.21
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
13,957
|
|
|
$
|
6,639
|
|
|
$
|
22,105
|
|
|
$
|
30,191
|
|
Net income attributable to noncontrolling interests
|
(28
|
)
|
|
(1
|
)
|
|
(80
|
)
|
|
(28
|
)
|
||||
Net income attributable to common unitholders
|
$
|
13,929
|
|
|
$
|
6,638
|
|
|
$
|
22,025
|
|
|
$
|
30,163
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average units outstanding - basic
|
204,795
|
|
|
143,137
|
|
|
177,410
|
|
|
138,314
|
|
||||
Dilutive units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average units outstanding - diluted
|
204,795
|
|
|
143,137
|
|
|
177,410
|
|
|
138,314
|
|
||||
Earnings per common unit - basic:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common unitholders
|
$
|
0.07
|
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
|
$
|
0.22
|
|
Earnings per common unit - diluted:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common unitholders
|
$
|
0.07
|
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
|
$
|
0.22
|
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Interest paid
|
$
|
51,066
|
|
|
$
|
39,321
|
|
Income taxes paid
|
997
|
|
|
934
|
|
||
|
|
|
|
||||
Supplemental Disclosure of Noncash Investing and Financing Activities:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
4,185
|
|
|
$
|
2,868
|
|
Debt and interest rate swaps assumed and entered into in connection with an acquisition
|
286,000
|
|
|
21,156
|
|
||
Dividend distributions declared, but not paid
|
62,494
|
|
|
43,530
|
|
||
Issuance of operating partnership units in connection with an acquisition
|
610
|
|
|
71,754
|
|
||
Note receivable included in the consideration of a disposition
|
—
|
|
|
3,000
|
|
||
Note receivable retired in connection with an acquisition
|
2,494
|
|
|
—
|
|
||
Redeemable noncontrolling interest assumed in connection with an acquisition
|
—
|
|
|
5,449
|
|
||
Redemption of noncontrolling interest
|
5,694
|
|
|
5,709
|
|
•
|
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, 2017
, our total revenue
increased
48.7%
, or
$57.7 million
, to
$176.0 million
compared to the
three months ended September 30, 2016
. For the
nine months ended September 30, 2017
, our total revenue
increased
29.9%
, or
$101.3 million
, to
$440.2 million
, compared to the
nine months ended September 30, 2016
.
|
•
|
For the
three months ended September 30, 2017
, net income attributable to common stockholders was
$0.07
per diluted share, or
$13.8 million
, compared to
$0.04
per diluted share, or
$6.4 million
, for the
three months ended September 30, 2016
. For the
nine months ended September 30, 2017
, net income attributable to common stockholders was
$0.12
per diluted share, or
$21.4 million
, compared to
$0.21
per diluted share, or
$29.4 million
, for the
nine months ended September 30, 2016
.
|
•
|
For the
three months ended September 30, 2017
, HTA’s FFO was
$0.41
per diluted share, or
$84.2 million
, an
increase
of
$0.03
per diluted share, or
7.9%
, compared to the
three months ended September 30, 2016
. For the
nine months ended September 30, 2017
, HTA’s FFO was
$198.7 million
, or
$1.12
per diluted share, consistent with the per diluted share for the
nine months ended September 30, 2016
.
|
•
|
For the
three months ended September 30, 2017
, HTALP’s FFO was
$0.41
per diluted unit, or
$84.4 million
, an
increase
of
$0.03
per diluted unit, or
7.9%
, compared to the
three months ended September 30, 2016
. For the
nine months ended September 30, 2017
, HTALP’s FFO was
$199.3 million
, or
$1.12
per diluted unit, consistent with the per diluted unit for the
nine months ended September 30, 2016
.
|
•
|
For the
three months ended September 30, 2017
, HTA’s and HTALP’s Normalized FFO was
$0.42
per diluted share and unit, or
$85.4 million
, an
increase
of
$0.02
per diluted share and unit, or
5.0%
, compared to the
three months ended September 30, 2016
. For the
nine months ended September 30, 2017
, HTA’s and HTALP’s Normalized FFO was
$1.21
per diluted share and unit, or
$215.2 million
, an
increase
of
$0.01
per diluted share and unit, or
0.8%
, compared to the
nine months ended September 30, 2016
.
|
•
|
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, 2017
, our Net Operating Income (“NOI”)
increased
46.9%
, or
$38.2 million
, to
$119.7 million
, compared to the
three months ended September 30, 2016
. For the
nine months ended September 30, 2017
, our NOI
increased
29.0%
, or
$67.8 million
, to
$301.3 million
, compared to the
nine months ended September 30, 2016
.
|
•
|
For the
three months ended September 30, 2017
, our Same-Property Cash NOI
increased
2.9%
, or
$2.2 million
, to
$80.3 million
, compared to the
three months ended September 30, 2016
. For the
nine months ended September 30, 2017
, our Same-Property Cash NOI
increased
3.1%
, or
$6.6 million
, to
$217.8 million
, compared to the
nine months ended September 30, 2016
.
|
•
|
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.
|
•
|
As of
September 30, 2017
, our in-house property management and leasing platform operated approximately
22.2 million
square feet of GLA, or
92%
, of our total portfolio.
|
•
|
As of
September 30, 2017
, our leased rate (includes leases which have been executed, but which have not yet commenced) was
91.7%
by GLA and our occupancy rate was
90.6%
by GLA.
|
•
|
We entered into new and renewal leases on approximately
745,000
square feet of GLA and
2.0 million
square feet of GLA, or
3.1%
and
8.4%
, respectively, of our portfolio, during the
three and nine months ended September 30, 2017
, respectively.
|
•
|
Tenant retention for the Same-Property portfolio was
75%
and
78%
, which included approximately
289,000
square feet of GLA 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
September 30, 2017
, we had an average of
1.1 million
square feet of GLA in each of our top ten markets. We expect to establish this scale across 20 to 25 key markets as our portfolio expands.
|
•
|
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 investment strategy includes alignment with key healthcare systems, hospitals and leading academic medical universities.
|
•
|
Over the last several years, our investments have been focused in our key markets, with the majority of our investments also being located either on the campuses of, or aligned with, nationally and regionally recognized healthcare systems.
|
•
|
During the
nine months ended September 30, 2017
, we acquired investments totaling
$2.7 billion
, including the Duke Acquisition of
$2.24 billion
, net of development credits we received at closing, which were located substantially in certain of our 20 to 25 key markets.
|
•
|
During the
nine months ended September 30, 2017
, we completed the disposition of an MOB located in Texas for a gross sales price of
$5.0 million
.
|
•
|
As of
September 30, 2017
, we had total leverage, measured by debt to total capitalization, of
31.9%
. Total liquidity was
$928.9 million
, including cash and cash equivalents of
$9.4 million
and
$919.5 million
available on our unsecured revolving credit facility (includes the impact of
$5.5 million
of outstanding letters of credit) as of
September 30, 2017
.
|
•
|
During the
nine months ended September 30, 2017
, we issued and sold
$1.7 billion
of equity at an average price of
$28.70
per share. This consisted of
$1.6 billion
from the sale of common stock in an underwritten public offering at an average price of
$28.50
per share,
$125.7 million
from the sale of common stock under our previous ATM at an average price of
$31.45
per share, and
$0.6 million
from the issuance of OP Units in connection with an acquisition transaction.
|
•
|
In September 2017, we entered into new equity distribution agreements with our various sales agents with respect to our ATM offering program of common stock with an aggregate sales amount of up to
$500.0 million
.
|
•
|
In June 2017, we issued in a public offering (i)
$400.0 million
of 5-year unsecured senior notes, with a coupon of
2.95%
per annum and (ii)
$500.0 million
of 10-year unsecured senior notes, with a coupon of
3.75%
per annum.
|
•
|
On July 27, 2017, we entered into an amended and restated
$1.3 billion
Unsecured Credit Agreement which increased the amount available under the unsecured revolving credit facility to
$1.0 billion
and extended the maturities of the unsecured revolving credit facility to
June 30, 2022
and for the
$300.0 million
unsecured term loan until
February 1, 2023
. The interest rate on the unsecured revolving credit facility is adjusted LIBOR plus a margin ranging from
0.83%
to
1.55%
per annum based on HTA’s credit rating.
|
•
|
On
October 24, 2017
, our Board of Directors announced a quarterly dividend of $0.305 per share of common stock.
|
|
Three Months Ended September 30,
|
|||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
175,431
|
|
|
$
|
118,252
|
|
|
$
|
57,179
|
|
|
48.4
|
%
|
Interest and other operating income
|
563
|
|
|
88
|
|
|
475
|
|
|
NM
|
|
|||
Total revenues
|
175,994
|
|
|
118,340
|
|
|
57,654
|
|
|
48.7
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Rental
|
56,331
|
|
|
36,885
|
|
|
19,446
|
|
|
52.7
|
|
|||
General and administrative
|
8,283
|
|
|
7,293
|
|
|
990
|
|
|
13.6
|
|
|||
Transaction
|
261
|
|
|
1,122
|
|
|
(861
|
)
|
|
(76.7
|
)
|
|||
Depreciation and amortization
|
70,491
|
|
|
47,864
|
|
|
22,627
|
|
|
47.3
|
|
|||
Total expenses
|
135,366
|
|
|
93,164
|
|
|
42,202
|
|
|
45.3
|
|
|||
Income before other income (expense)
|
40,628
|
|
|
25,176
|
|
|
15,452
|
|
|
61.4
|
|
|||
Interest expense:
|
|
|
|
|
|
|
|
|||||||
Interest related to derivative financial instruments
|
(264
|
)
|
|
(552
|
)
|
|
288
|
|
|
52.2
|
|
|||
Gain (loss) on change in fair value of derivative financial instruments, net
|
—
|
|
|
1,306
|
|
|
(1,306
|
)
|
|
(100.0
|
)
|
|||
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments
|
(264
|
)
|
|
754
|
|
|
(1,018
|
)
|
|
(135.0
|
)
|
|||
Interest related to debt
|
(25,924
|
)
|
|
(16,386
|
)
|
|
(9,538
|
)
|
|
(58.2
|
)
|
|||
Loss on extinguishment of debt, net
|
(774
|
)
|
|
(3,000
|
)
|
|
2,226
|
|
|
74.2
|
|
|||
Income from unconsolidated joint venture
|
318
|
|
|
—
|
|
|
318
|
|
|
NM
|
|
|||
Other (expense) income
|
(27
|
)
|
|
95
|
|
|
(122
|
)
|
|
NM
|
|
|||
Net income
|
$
|
13,957
|
|
|
$
|
6,639
|
|
|
$
|
7,318
|
|
|
110.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
NOI
|
$
|
119,663
|
|
|
$
|
81,455
|
|
|
$
|
38,208
|
|
|
46.9
|
%
|
Same-Property Cash NOI
|
$
|
80,285
|
|
|
$
|
78,043
|
|
|
$
|
2,242
|
|
|
2.9
|
%
|
|
Nine Months Ended September 30,
|
|||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
438,949
|
|
|
$
|
338,646
|
|
|
$
|
100,303
|
|
|
29.6
|
%
|
Interest and other operating income
|
1,271
|
|
|
243
|
|
|
1,028
|
|
|
NM
|
|
|||
Total revenues
|
440,220
|
|
|
338,889
|
|
|
101,331
|
|
|
29.9
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Rental
|
138,874
|
|
|
105,299
|
|
|
33,575
|
|
|
31.9
|
|
|||
General and administrative
|
25,178
|
|
|
20,879
|
|
|
4,299
|
|
|
20.6
|
|
|||
Transaction
|
5,618
|
|
|
4,997
|
|
|
621
|
|
|
12.4
|
|
|||
Depreciation and amortization
|
172,900
|
|
|
130,430
|
|
|
42,470
|
|
|
32.6
|
|
|||
Impairment
|
5,093
|
|
|
—
|
|
|
5,093
|
|
|
NM
|
|
|||
Total expenses
|
347,663
|
|
|
261,605
|
|
|
86,058
|
|
|
32.9
|
|
|||
Income before other income (expense)
|
92,557
|
|
|
77,284
|
|
|
15,273
|
|
|
19.8
|
|
|||
Interest expense:
|
|
|
|
|
|
|
|
|||||||
Interest related to derivative financial instruments
|
(827
|
)
|
|
(1,856
|
)
|
|
1,029
|
|
|
55.4
|
|
|||
Gain (loss) on change in fair value of derivative financial instruments, net
|
884
|
|
|
(2,144
|
)
|
|
3,028
|
|
|
141.2
|
|
|||
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments
|
57
|
|
|
(4,000
|
)
|
|
4,057
|
|
|
101.4
|
|
|||
Interest related to debt
|
(59,688
|
)
|
|
(44,503
|
)
|
|
(15,185
|
)
|
|
(34.1
|
)
|
|||
Gain on sale of real estate, net
|
3
|
|
|
4,212
|
|
|
(4,209
|
)
|
|
(99.9
|
)
|
|||
Loss on extinguishment of debt, net
|
(11,192
|
)
|
|
(3,022
|
)
|
|
(8,170
|
)
|
|
NM
|
|
|||
Income from unconsolidated joint venture
|
381
|
|
|
—
|
|
|
381
|
|
|
NM
|
|
|||
Other (expense) income
|
(13
|
)
|
|
220
|
|
|
(233
|
)
|
|
(105.9
|
)
|
|||
Net income
|
$
|
22,105
|
|
|
$
|
30,191
|
|
|
$
|
(8,086
|
)
|
|
(26.8
|
)%
|
|
|
|
|
|
|
|
|
|||||||
NOI
|
$
|
301,346
|
|
|
$
|
233,590
|
|
|
$
|
67,756
|
|
|
29.0
|
%
|
Same-Property Cash NOI
|
$
|
217,758
|
|
|
$
|
211,128
|
|
|
$
|
6,630
|
|
|
3.1
|
%
|
|
Three Months Ended September 30,
|
|||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
Contractual rental income
|
$
|
169,099
|
|
|
$
|
114,202
|
|
|
$
|
54,897
|
|
|
48.1
|
%
|
Straight-line rent and amortization of above and (below) market leases
|
4,269
|
|
|
2,299
|
|
|
1,970
|
|
|
85.7
|
|
|||
Other operating revenue
|
2,063
|
|
|
1,751
|
|
|
312
|
|
|
17.8
|
|
|||
Total rental income
|
$
|
175,431
|
|
|
$
|
118,252
|
|
|
$
|
57,179
|
|
|
48.4
|
%
|
|
Nine Months Ended September 30,
|
|||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
Contractual rental income
|
$
|
423,696
|
|
|
$
|
327,779
|
|
|
$
|
95,917
|
|
|
29.3
|
%
|
Straight-line rent and amortization of above and (below) market leases
|
9,475
|
|
|
6,503
|
|
|
2,972
|
|
|
45.7
|
|
|||
Other operating revenue
|
5,778
|
|
|
4,364
|
|
|
1,414
|
|
|
32.4
|
|
|||
Total rental income
|
$
|
438,949
|
|
|
$
|
338,646
|
|
|
$
|
100,303
|
|
|
29.6
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
New and renewal leases:
|
|
|
|
|
|
|
|
||||||||
Average starting annual base rents
|
$
|
22.34
|
|
|
$
|
25.17
|
|
|
$
|
22.46
|
|
|
$
|
22.67
|
|
Average ending annual base rents
|
21.94
|
|
|
24.60
|
|
|
22.47
|
|
|
22.54
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Square feet of GLA
|
745,000
|
|
|
339,000
|
|
|
2,040,000
|
|
|
1,125,000
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
New leases:
|
|
|
|
|
|
|
|
||||||||
Tenant improvements
|
$
|
17.18
|
|
|
$
|
20.28
|
|
|
$
|
18.18
|
|
|
$
|
21.10
|
|
Leasing commissions
|
1.92
|
|
|
4.91
|
|
|
2.01
|
|
|
4.29
|
|
||||
Tenant concessions
|
1.93
|
|
|
3.81
|
|
|
2.68
|
|
|
3.92
|
|
||||
Renewal leases:
|
|
|
|
|
|
|
|
||||||||
Tenant improvements
|
$
|
8.58
|
|
|
$
|
9.46
|
|
|
$
|
7.50
|
|
|
$
|
6.19
|
|
Leasing commissions
|
1.02
|
|
|
2.32
|
|
|
1.09
|
|
|
1.57
|
|
||||
Tenant concessions
|
0.80
|
|
|
1.71
|
|
|
1.45
|
|
|
1.06
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
New leases
|
6.2
|
|
5.4
|
|
5.8
|
|
5.4
|
Renewal leases
|
5.5
|
|
4.5
|
|
5.0
|
|
4.8
|
|
Nine Months Ended September 30,
|
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Cash and cash equivalents - beginning of period
|
$
|
11,231
|
|
|
$
|
13,070
|
|
|
$
|
(1,839
|
)
|
Net cash provided by operating activities
|
228,542
|
|
|
148,257
|
|
|
80,285
|
|
|||
Net cash used in investing activities
|
(2,487,471
|
)
|
|
(541,080
|
)
|
|
(1,946,391
|
)
|
|||
Net cash provided by financing activities
|
2,257,108
|
|
|
397,691
|
|
|
1,859,417
|
|
|||
Cash and cash equivalents - end of period
|
$
|
9,410
|
|
|
$
|
17,938
|
|
|
$
|
(8,528
|
)
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Fixed rate debt
|
$
|
915
|
|
|
$
|
99,777
|
|
|
$
|
104,821
|
|
|
$
|
117,769
|
|
|
$
|
303,424
|
|
|
$
|
1,639,147
|
|
|
$
|
2,265,853
|
|
Weighted average interest rate on fixed rate debt (per annum)
|
5.43
|
%
|
|
4.05
|
%
|
|
4.19
|
%
|
|
4.41
|
%
|
|
3.40
|
%
|
|
3.57
|
%
|
|
3.64
|
%
|
|||||||
Variable rate debt
|
$
|
251
|
|
|
$
|
1,050
|
|
|
$
|
1,119
|
|
|
$
|
27,123
|
|
|
$
|
509
|
|
|
$
|
583,117
|
|
|
$
|
613,169
|
|
Weighted average interest rate on variable rate debt based on forward rates in effect as of September 30, 2017 (per annum)
|
3.14
|
%
|
|
3.27
|
%
|
|
3.65
|
%
|
|
3.40
|
%
|
|
4.58
|
%
|
|
3.64
|
%
|
|
2.58
|
%
|
|
Healthcare Trust of America, Inc.
|
||
|
|
|
|
By:
|
/s/ Scott D. Peters
|
|
Chief Executive Officer, President and Chairman
|
|
Scott D. Peters
|
|
(Principal Executive Officer)
|
Date:
|
October 25, 2017
|
|
|
|
|
|
|
By:
|
/s/ Robert A. Milligan
|
|
Chief Financial Officer
|
|
Robert A. Milligan
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
Date:
|
October 25, 2017
|
|
|
|
|
|
|
|
Healthcare Trust of America Holdings, LP
|
||
|
|
|
|
By:
|
Healthcare Trust of America, Inc.,
|
||
|
our General Partner
|
|
|
|
|
|
|
By:
|
/s/ Scott D. Peters
|
|
Chief Executive Officer, President and Chairman
|
|
Scott D. Peters
|
|
(Principal Executive Officer)
|
Date:
|
October 25, 2017
|
|
|
|
|
|
|
By:
|
/s/ Robert A. Milligan
|
|
Chief Financial Officer
|
|
Robert A. Milligan
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
Date:
|
October 25, 2017
|
|
|
1.1
|
|
1.2
|
|
1.3
|
|
1.4
|
|
2.1
|
|
2.2
|
|
2.3
|
|
2.4
|
|
2.5
|
|
2.6
|
|
2.7
|
|
2.8
|
|
2.9
|
|
2.10
|
|
2.11
|
|
2.12
|
|
2.13
|
|
2.14
|
|
2.15
|
2.16
|
|
3.1
|
|
4.1
|
|
4.2
|
|
5.1
|
|
5.2
|
|
5.3
|
|
5.4
|
|
8.1
|
|
8.2
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
23.1
|
|
23.2
|
|
23.3
|
|
23.4
|
|
23.5
|
|
23.6
|
|
23.7
|
|
23.8
|
1 Year Healthcare Trust of Amer... Chart |
1 Month Healthcare Trust of Amer... Chart |
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