##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from  to
 Commission File Number: 000-53206
 HEALTHCARE TRUST OF AMERICA, INC.
  Maryland
(State or other jurisdiction of incorporation or organization)
    
    20-4738467
(I.R.S. Employer Identification No.)16427 N. Scottsdale Road, Suite 440, Scottsdale, Arizona
(Address of principal executive offices)
    
    85254
(Zip Code)
 (480) 998-3478
 N/A
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



Healthcare Trust of America, Inc.
(A Maryland Corporation)
TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    3Condensed Consolidated Balance Sheets as of June 30, 2010 (Unaudited) and December 31, 2009 (Unaudited)
    
    3Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2010 and 2009
(Unaudited)
    
    4Condensed Consolidated Statements of Equity for the Six Months Ended June 30, 2010 and 2009 (Unaudited)
    
    5Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009 (Unaudited)
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    32Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    46Item 4. Controls and Procedures
    
    46Item 4T. Controls and Procedures
    
    46PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    47Item 1A. Risk Factors
    
    47Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    48Item 3. Defaults Upon Senior Securities
    
    49Item 4. Reserved
    
    49Item 5. Other Information
    
    49Item 6. Exhibits
    
    49Signatures
    
    50EX-10.1EX-10.2EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 Healthcare Trust of America, Inc.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2010 and December 31, 2009
(Unaudited)
 June 30, 2010
    
    
    December 31, 2009ASSETSReal estate investments, net
    
    $
    1,342,915,000
    
    
    $
    1,149,789,000Real estate notes receivable, net
    
    
    55,938,000
    
    
    
    54,763,000Cash and cash equivalents
    
    
    176,886,000
    
    
    
    219,001,000Accounts and other receivables, net
    
    
    11,259,000
    
    
    
    10,820,000Restricted cash and escrow deposits
    
    
    33,135,000
    
    
    
    14,065,000Identified intangible assets, net
    
    
    232,531,000
    
    
    
    203,222,000Other assets, net
    
    
    28,850,000
    
    
    
    21,875,000Total assets
    
    $
    1,881,514,000
    
    
    $
    1,673,535,000LIABILITIES AND EQUITYLiabilities:Mortgage loans payable, net
    
    $
    598,567,000
    
    
    $
    540,028,000Accounts payable and accrued liabilities
    
    
    37,809,000
    
    
    
    30,471,000Accounts payable due to former affiliates, net
    
    
    1,007,000
    
    
    
    4,776,000Derivative financial instruments
    
    
    4,405,000
    
    
    
    8,625,000Security deposits, prepaid rent and other liabilities
    
    
    20,578,000
    
    
    
    7,815,000Identified intangible liabilities, net
    
    
    6,137,000
    
    
    
    6,954,000Total liabilities
    
    
    668,503,000
    
    
    
    598,669,000Commitments and contingencies (Note 11)Redeemable noncontrolling interest of limited partners (Note 13)
    
    
    4,203,000
    
    
    
    3,549,000Stockholders Equity:Preferred stock, $0.01 par value; 200,000,000 shares authorized;
none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value; 1,000,000,000 shares authorized;
162,869,149 and 140,590,686 shares issued and outstanding as of
June 30, 2010 and December 31, 2009, respectively
    
    
    1,626,000
    
    
    
    1,405,000Additional paid-in capital
    
    
    1,443,567,000
    
    
    
    1,251,996,000Accumulated deficit
    
    
    (236,385,000
    )
    
    
    (182,084,000
    )Total stockholders equity
    
    
    1,208,808,000
    
    
    
    1,071,317,000Total liabilities and equity
    
    $
    1,881,514,000
    
    
    $
    1,673,535,000
  3




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##### Table of Contents



Healthcare Trust of America, Inc.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended June 30, 2010 and 2009
(Unaudited)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues:Rental income
    
    $
    45,679,000
    
    
    $
    29,838,000
    
    
    $
    88,793,000
    
    
    $
    59,028,000Interest income from mortgage notes receivable and other income
    
    
    1,649,000
    
    
    
    640,000
    
    
    
    4,288,000
    
    
    
    1,266,000Total revenues
    
    
    47,328,000
    
    
    
    30,478,000
    
    
    
    93,081,000
    
    
    
    60,294,000Expenses:Rental expenses
    
    
    15,672,000
    
    
    
    10,560,000
    
    
    
    30,760,000
    
    
    
    22,361,000General and administrative
    
    
    3,487,000
    
    
    
    2,787,000
    
    
    
    6,675,000
    
    
    
    5,093,000Asset management fees
    
    
    
    
    
    
    1,318,000
    
    
    
    
    
    
    
    2,587,000Acquisition-related expenses
(Note 3)
    
    
    2,602,000
    
    
    
    1,681,000
    
    
    
    5,826,000
    
    
    
    3,180,000Depreciation and amortization
    
    
    18,602,000
    
    
    
    12,645,000
    
    
    
    35,913,000
    
    
    
    25,944,000Total expenses
    
    
    40,363,000
    
    
    
    28,991,000
    
    
    
    79,174,000
    
    
    
    59,165,000Income before other income
(expense)
    
    
    6,965,000
    
    
    
    1,487,000
    
    
    
    13,907,000
    
    
    
    1,129,000Other income (expense):Interest expense (including
amortization of deferred
financing costs and debt
discount):Interest expense related to
mortgage loan payables and
credit facility
    
    
    (8,849,000
    )
    
    
    (7,428,000
    )
    
    
    (17,991,000
    )
    
    
    (14,928,000
    )Gain on derivative financial
instruments
    
    
    2,095,000
    
    
    
    2,362,000
    
    
    
    3,797,000
    
    
    
    3,292,000Interest and dividend income
    
    
    34,000
    
    
    
    44,000
    
    
    
    50,000
    
    
    
    172,000Net income (loss)
    
    
    245,000
    
    
    
    (3,535,000
    )
    
    
    (237,000
    )
    
    
    (10,335,000
    )Less: Net income attributable
to noncontrolling interest of
limited partners
    
    
    (1,000
    )
    
    
    (102,000
    )
    
    
    (65,000
    )
    
    
    (172,000
    )Net income (loss) attributable
to controlling interest
    
    $
    244,000
    
    
    $
    (3,637,000
    )
    
    $
    (302,000
    )
    
    $
    (10,507,000
    )Net income (loss) per share
attributable to controlling
interest on distributed and undistributed earnings  basic and diluted
    
    $
    0.00
    
    
    $
    (0.03
    )
    
    $
    (0.00
    )
    
    $
    (0.11
    )Weighted average number of
shares outstanding -Basic
    
    
    154,594,418
    
    
    
    106,265,880
    
    
    
    149,990,622
    
    
    
    95,530,594Diluted
    
    
    154,815,137
    
    
    
    106,265,880
    
    
    
    149,990,622
    
    
    
    95,530,594
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Healthcare Trust of America, Inc.
 
 CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Six Months Ended June 30, 2010 and 2009
(Unaudited)
 Stockholders EquityCommon StockNumber of
    
    
    
    
    
    
    Additional
    
    
    Accumulated
    
    
    TotalShares
    
    
    Amount
    
    
    Paid-In Capital
    
    
    Deficit
    
    
    EquityBALANCE  December 31, 2008
    
    
    75,465,437
    
    
    $
    755,000
    
    
    $
    673,351,000
    
    
    $
    (74,786,000
    )
    
    $
    599,320,000Issuance of common stock
    
    
    39,994,229
    
    
    
    400,000
    
    
    
    399,244,000
    
    
    
    
    
    
    
    399,644,000Offering costs
    
    
    
    
    
    
    
    
    
    
    (39,989,000
    )
    
    
    
    
    
    
    (39,989,000
    )Amortization of nonvested common
stock compensation
    
    
    
    
    
    
    
    
    
    
    117,000
    
    
    
    
    
    
    
    117,000Issuance of common stock under
the DRIP
    
    
    1,661,329
    
    
    
    16,000
    
    
    
    15,766,000
    
    
    
    
    
    
    
    15,782,000Repurchase of common stock
    
    
    (406,385
    )
    
    
    (4,000
    )
    
    
    (3,848,000
    )
    
    
    
    
    
    
    (3,852,000
    )Distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,724,000
    )
    
    
    (34,724,000
    )Adjustment to redeemable
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    (344,000
    )
    
    
    
    
    
    
    (344,000
    )Net loss attributable to
controlling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,507,000
    )
    
    
    (10,507,000
    )BALANCE  June 30, 2009
    
    
    116,714,610
    
    
    $
    1,167,000
    
    
    $
    1,044,297,000
    
    
    $
    (120,017,000
    )
    
    $
    925,447,000BALANCE  December 31, 2009
    
    
    140,590,686
    
    
    $
    1,405,000
    
    
    $
    1,251,996,000
    
    
    $
    (182,084,000
    )
    
    $
    1,071,317,000Issuance of common stock
    
    
    21,404,471
    
    
    
    212,000
    
    
    
    206,617,000
    
    
    
    
    
    
    
    206,829,000Offering costs
    
    
    
    
    
    
    
    
    
    
    (23,784,000
    )
    
    
    
    
    
    
    (23,784,000
    )Issuance of nonvested restricted
common stock, net
    
    
    150,000
    
    
    
    2,000
    
    
    
    1,498,000
    
    
    
    
    
    
    
    1,500,000Amortization of nonvested share
based compensation
    
    
    
    
    
    
    
    
    
    
    365,000
    
    
    
    
    
    
    
    365,000Issuance of common stock under
the DRIP
    
    
    2,743,824
    
    
    
    27,000
    
    
    
    26,039,000
    
    
    
    
    
    
    
    26,066,000Repurchase of common stock
    
    
    (2,019,832
    )
    
    
    (20,000
    )
    
    
    (19,138,000
    )
    
    
    
    
    
    
    (19,158,000
    )Distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (54,300,000
    )
    
    
    (54,300,000
    )Adjustment to redeemable
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    (26,000
    )
    
    
    301,000
    
    
    
    275,000Net loss attributable to
controlling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (302,000
    )
    
    
    (302,000
    )BALANCE  June 30, 2010
    
    
    162,869,149
    
    
    $
    1,626,000
    
    
    $
    1,443,567,000
    
    
    $
    (236,385,000
    )
    
    $
    1,208,808,000
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##### Table of Contents



Healthcare Trust of America, Inc.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Six Months Ended June 30, 2010 and 2009
 (Unaudited)
 Six Months Ended June 30,2010
    
    
    2009CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (237,000
    )
    
    $
    (10,335,000
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization (including deferred financing costs,
above/below market leases, debt discount, leasehold interests, deferred
rent receivable, note receivable closing costs and discount and lease
inducements)
    
    
    32,554,000
    
    
    
    24,111,000Stock based compensation, net of forfeitures
    
    
    365,000
    
    
    
    117,000Loss on property insurance settlements
    
    
    
    
    
    
    5,000Bad debt expense
    
    
    97,000
    
    
    
    928,000Change in fair value of derivative financial instruments
    
    
    (4,643,000
    )
    
    
    (3,292,000
    )Changes in operating assets and liabilities:Accounts and other receivables, net
    
    
    (1,240,000
    )
    
    
    (2,023,000
    )Other assets
    
    
    772,000
    
    
    
    (2,414,000
    )Accounts payable and accrued liabilities
    
    
    7,947,000
    
    
    
    7,674,000Accounts payable due to affiliates, net
    
    
    (3,769,000
    )
    
    
    349,000Security deposits, prepaid rent and other liabilities
    
    
    (70,000
    )
    
    
    (870,000
    )Net cash provided by operating activities
    
    
    31,776,000
    
    
    
    14,250,000CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of real estate operating properties
    
    
    (193,325,000
    )
    
    
    (78,988,000
    )Capital expenditures
    
    
    (11,043,000
    )
    
    
    (4,079,000
    )Restricted cash and escrow deposits
    
    
    (19,070,000
    )
    
    
    (710,000
    )Real Estate Deposits
    
    
    (2,984,000
    )
    
    
    Proceeds from insurance settlement
    
    
    
    
    
    
    299,000Net cash used in investing activities
    
    
    (226,422,000
    )
    
    
    (83,478,000
    )CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on mortgage loans payable
    
    
    45,875,000
    
    
    
    1,696,000Purchase of noncontrolling interest
    
    
    (3,900,000
    )
    
    
    Payments on mortgage loans payable
    
    
    (27,726,000
    )
    
    
    (9,642,000
    )Proceeds from issuance of common stock
    
    
    209,359,000
    
    
    
    398,887,000Deferred financing costs
    
    
    (1,383,000
    )
    
    
    (60,000
    )Security deposits
    
    
    539,000
    
    
    
    89,000Repurchase of common stock
    
    
    (19,158,000
    )
    
    
    (3,852,000
    )Payment of offering costs
    
    
    (23,784,000
    )
    
    
    (39,101,000
    )Distributions
    
    
    (27,204,000
    )
    
    
    (16,469,000
    )Distributions to noncontrolling interest limited partner
    
    
    (87,000
    )
    
    
    (172,000
    )Net cash provided by financing activities
    
    
    152,531,000
    
    
    
    331,376,000NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    (42,115,000
    )
    
    
    262,148,000CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    219,001,000
    
    
    
    128,331,000CASH AND CASH EQUIVALENTS  End of period
    
    $
    176,886,000
    
    
    $
    390,479,000SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for:Interest
    
    $
    14,659,000
    
    
    $
    13,801,000Income taxes
    
    $
    217,000
    
    
    $
    44,000SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:Investing Activities:Accrued capital expenditures
    
    $
    4,452,000
    
    
    $
    2,211,000The following represents the significant increase in certain assets and
liabilities in connection with our acquisitions of operating properties:Mortgage loans payable, net
    
    $
    (40,067,000
    )
    
    $
    Security deposits, prepaid rent and other liabilities
    
    $
    12,227,000
    
    
    $
    589,000Issuance of
operating partnership units in connection with Fannin acquisition
    
    $
    1,557,000
    
    
    $
    Financing Activities:Issuance of common stock under the DRIP
    
    $
    26,066,000
    
    
    $
    15,782,000Distributions declared but not paid including stock issued under the DRIP
    
    $
    9,585,000
    
    
    $
    6,864,000Accrued offering costs
    
    $
    826,000
    
    
    $
    2,806,000Adjustment to redeemable noncontrolling interests
    
    $
    (275,000
    )
    
    $
    344,000
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##### Table of Contents



Healthcare Trust of America, Inc.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 As of and for the Three and Six Months Ended June 30, 2010 and 2009
 The use of the words we, us or our refers to Healthcare Trust of America, Inc. and its
subsidiaries, including Healthcare Trust of America Holdings, LP, except where the context
otherwise requires.
 1. Organization and Description of Business
        2. Summary of Significant Accounting Policies
  7




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##### Table of Contents



Basis of Presentation
 Consolidation
   Interim Unaudited Financial Data
  Cash and Cash Equivalents
  Segment Disclosure
 Segment Reporting
 Recently Issued Accounting Pronouncements
  8




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##### Table of Contents



Consolidation Pronouncements
 Amendments
to FASB Interpretation No. 46(R) Consolidation  Overall
 Fair Value Pronouncements
 Fair Value Measurements
and Disclosures (Topic 820)
 Equity Pronouncements
 Accounting for
Distributions to Shareholders with Components of Stock and Cash
 Credit Risk Pronouncements
 Disclosures about the
Credit Quality of Financing Receivables and the Allowance for Credit Losses
 9




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##### Table of Contents



3. Real Estate Investments
  June 30, 2010
    
    
    December 31, 2009Land
    
    $
    135,371,000
    
    
    $
    122,972,000Building and improvements
    
    
    1,286,661,000
    
    
    
    1,083,496,000Furniture and equipment
    
    
    10,000
    
    
    
    10,0001,422,042,000
    
    
    
    1,206,478,000Less: accumulated depreciation
    
    
    (79,127,000
    )
    
    
    (56,689,000
    )$
    1,342,915,000
    
    
    $
    1,149,789,000
   MortgageDate
    
    
    Ownership
    
    
    Purchase
    
    
    LoanProperty
    
    Property Location
    
    Acquired
    
    
    Percentage
    
    
    Price
    
    
    Payables(1)Camp Creek
    
    Atlanta, GA
    
    
    3/2/10
    
    
    
    100
    %
    
    $
    19,550,000
    
    
    $
    King Street
    
    Jacksonville, FL
    
    
    3/9/10
    
    
    
    100
    
    
    
    10,775,000
    
    
    
    6,602,000Sugarland
    
    Houston, TX
    
    
    3/23/10
    
    
    
    100
    
    
    
    12,400,000
    
    
    
    Deaconess
    
    Evansville, IN
    
    
    3/23/10
    
    
    
    100
    
    
    
    45,257,000
    
    
    
    Chesterfield Rehabilitation Center(2)
    
    Chesterfield, MO
    
    
    3/24/10
    
    
    
    100
    
    
    
    3,900,000
    
    
    
    Pearland  Cullen
    
    Pearland, TX
    
    
    3/31/10
    
    
    
    100
    
    
    
    6,775,000
    
    
    
    Hilton Head  Heritage
    
    Hilton Head, SC
    
    
    3/31/10
    
    
    
    100
    
    
    
    8,058,000
    
    
    
    Triad Technology Center
    
    Baltimore, MD
    
    
    3/31/10
    
    
    
    100
    
    
    
    29,250,000
    
    
    
    Mt. Pleasant (E. Cooper)
    
    Mount Pleasant, SC
    
    
    3/31/10
    
    
    
    100
    
    
    
    9,925,000
    
    
    
    Federal North
    
    Pittsburgh, PA
    
    
    4/29/10
    
    
    
    100
    
    
    
    40,472,000
    
    
    
    Balfour Concord Portfolio
    
    Lewisville, TX
    
    
    6/25/10
    
    
    
    100
    
    
    
    4,800,000
    
    
    
    Cannon Park Place
    
    Charleston, SC
    
    
    6/28/10
    
    
    
    100
    
    
    
    10,446,000
    
    
    
    7900 Fannin(3)
    
    Houston, TX
    
    
    6/30/10
    
    
    
    84
    
    
    
    38,100,000
    
    
    
    22,687,000Balfour Concord Portfolio (4)
    
    Denton, TX
    
    
    6/30/10
    
    
    
    100
    
    
    
    8,700,000
    
    
    
    4,657,000PearlandBroadway (4)
    
    Pearland, TX
    
    
    6/30/10
    
    
    
    100
    
    
    
    3,701,000
    
    
    
    2,381,000Total
    
    
    
    
    
    
    
    
    
    
    
    $
    252,109,000
    
    
    $
    36,327,000
 
 (1)
    
    Represents the amount of the mortgage loan payable assumed or newly placed on the property in
connection with the acquisition or secured by the property subsequent to acquisition.(2)
    
    Represents our purchase of the remaining 20% interest in the JV Company that owns
Chesterfield Rehabilitation Center, in which our original 80% interest was purchased on
December 20, 2007. See Note 13, Redeemable Noncontrolling Interest of Limited Partners, and
Note 16, Business Combinations, for further information regarding this purchase.(3)
    
    Represents our purchase of the majority interest in the Fannin partnership, which owns the
7900 Fannin medical office building, the value of which is
approximately $38,100,000. We acquired both the general partner interest and the
majority of the limited partner interests in the Fannin partnership.  The transaction provided
the original physician investors with the right to remain in the Fannin partnership, to
receive limited partnership units in our operating partnership, and/or receive cash. Ten
 investors elected to remain in the Fannin partnership, which represents a 16% noncontrolling interest in the property.(4)
    
    Represent purchases of additional medical office buildings within portfolios we had previously acquired during the six months ended June 30, 2010. 4. Real Estate Notes Receivable, Net
  10




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##### Table of Contents



Property NameLocation of Property
    
    Property Type
    
    Interest Rate
    
    
    Maturity Date
    
    
    June 30, 2010
    
    
    December 31, 2009MacNeal Hospital Medical Office Building Berwyn, Illinois
    
    Medical Office Building
    
    
    5.95
    %(1)
    
11/01/11
    
    
    $
    7,500,000
    
    
    $
    7,500,000MacNeal Hospital Medical Office Building Berwyn, Illinois
    
    Medical Office Building
    
    
    5.95
    (1)
    
11/01/11
    
    
    
    7,500,000
    
    
    
    7,500,000St. Lukes Medical Office Building Phoenix, Arizona
    
    Medical Office Building
    
    
    5.85
    (2)
    
11/01/11
    
    
    
    3,750,000
    
    
    
    3,750,000St. Lukes Medical Office Building Phoenix, Arizona
    
    Medical Office Building
    
    
    5.85
    (2)
    
11/01/11
    
    
    
    1,250,000
    
    
    
    1,250,000Rush Presbyterian Medical Office Building Oak Park, Illinois(3)
    
    Medical Office Building
    
    
    7.76
    (4)
    
    12/01/14
    
    
    
    41,169,000
    
    
    
    41,150,000Total real estate note receivable
    
    
    
    
    
    
    
    
    
    
    
    
    61,169,000
    
    
    
    61,150,000Add: Note receivable closing costs, net
    
    
    
    
    
    
    
    
    
    
    
    
    660,000
    
    
    
    788,000Less: discount, net
    
    
    
    
    
    
    
    
    
    
    
    
    (5,891,000
    )
    
    
    (7,175,000
    )Real estate notes receivable, net
    
    
    
    
    
    
    
    
    
    
    
    $
    55,938,000
    
    
    $
    54,763,000
 
 (1)
    
    The effective interest rate associated with these notes as of June 30, 2010 is 7.93%.(2)
    
    The effective interest rate associated with these notes as of June 30, 2010 is 7.80%.(3)
    
    Rush Presbyterian balance shown includes $1,070,000 attributable to the Participation Rights
option derivative instrument. This instrument is discussed further in Note 8, Derivative
Financial Instruments.(4)
    
    Represents an average interest rate for the life of the note with an effective interest rate
of 8.6%.  5. Identified Intangible Assets, Net
  June 30, 2010
    
    
    December 31, 2009In place leases, net of
accumulated amortization of
$33,885,000 and $25,452,000 as
of June 30, 2010 and December
31, 2009, respectively (with a
weighted average remaining life
of 96 months and 95 months as
of June 30, 2010 and December
31, 2009, respectively)
    
    $
    92,371,000
    
    
    $
    80,577,000Above market leases, net of
accumulated amortization of
$4,552,000 and $3,233,000 as of
June 30, 2010 and December 31,
2009, respectively (with a
weighted average remaining life
of 86 months and 87 months as
of June 30, 2010 and December
31, 2009, respectively)
    
    
    15,650,000
    
    
    
    11,831,000Tenant relationships, net of
accumulated amortization of
$18,336,000 and $13,598,000 as
of June 30, 2010 and December
31, 2009, respectively (with a
weighted average remaining life
of 157 months and 150 months as
of June 30, 2010 and December
31, 2009, respectively)
    
    
    103,235,000
    
    
    
    89,610,000Leasehold interests, net of
accumulated amortization of
$250,000 and $103,000 as of
June 30, 2010 and December 31,
2009, respectively (with a
weighted average remaining life
of 861 months and 899 months as
of June 30, 2010 and December
31, 2009, respectively)
    
    
    21,275,000
    
    
    
    21,204,000$
    232,531,000
    
    
    $
    203,222,000
  11




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##### Table of Contents



6. Other Assets, Net
  June 30, 2010
    
    
    December 31, 2009Deferred financing costs, net
of accumulated amortization of
$4,281,000 and $3,346,000 as of
June 30, 2010 and December 31,
2009, respectively
    
    $
    3,179,000
    
    
    $
    3,281,000Lease commissions, net of
accumulated amortization of
$741,000 and $427,000 as of June
30, 2010 and December 31, 2009,
respectively
    
    
    3,885,000
    
    
    
    3,061,000Lease inducements, net of
accumulated amortization of
$407,000 and $280,000 as of June
30, 2010 and December 31, 2009,
respectively
    
    
    1,405,000
    
    
    
    1,215,000Deferred rent receivable
    
    
    13,858,000
    
    
    
    9,380,000Prepaid expenses, deposits and other
    
    
    6,523,000
    
    
    
    4,938,000$
    28,850,000
    
    
    $
    21,875,000
  7. Mortgage Loans Payable, Net
   12




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##### Table of Contents



Interest
    
    
    MaturityProperty
    
    Rate
    
    
    Date
    
    
    June 30, 2010 (a)
    
    
    December 31, 2009 (b)Fixed Rate Debt:Southpointe Office Parke and Epler Parke I
    
    
    6.11
    %
    
    
    09/01/16
    
    
    $
    9,146,000
    
    
    $
    9,146,000Crawfordsville Medical Office Park and Athens
Surgery Center
    
    
    6.12
    
    
    
    10/01/16
    
    
    
    4,264,000
    
    
    
    4,264,000The Gallery Professional Building
    
    
    5.76
    
    
    
    03/01/17
    
    
    
    6,000,000
    
    
    
    6,000,000Lenox Office Park, Building G
    
    
    5.88
    
    
    
    02/01/17
    
    
    
    12,000,000
    
    
    
    12,000,000Commons V Medical Office Building
    
    
    5.54
    
    
    
    06/11/17
    
    
    
    9,741,000
    
    
    
    9,809,000Yorktown Medical Center and Shakerag Medical Center
    
    
    5.52
    
    
    
    05/11/17
    
    
    
    13,517,000
    
    
    
    13,530,000Thunderbird Medical Plaza
    
    
    5.67
    
    
    
    06/11/17
    
    
    
    13,829,000
    
    
    
    13,917,000Gwinnett Professional Center
    
    
    5.88
    
    
    
    01/01/14
    
    
    
    5,467,000
    
    
    
    5,509,000Northmeadow Medical Center
    
    
    5.99
    
    
    
    12/01/14
    
    
    
    7,627,000
    
    
    
    7,706,000Medical Portfolio 2
    
    
    5.91
    
    
    
    07/01/13
    
    
    
    14,123,000
    
    
    
    14,222,000Renaissance Medical Centre
    
    
    5.38
    
    
    
    09/01/15
    
    
    
    18,600,000
    
    
    
    18,767,000Renaissance Medical Centre
    
    
    12.75
    
    
    
    09/01/15
    
    
    
    1,241,000
    
    
    
    1,242,000Medical Portfolio 4
    
    
    5.50
    
    
    
    06/01/19
    
    
    
    6,506,000
    
    
    
    6,586,000Medical Portfolio 4
    
    
    6.18
    
    
    
    06/01/19
    
    
    
    1,665,000
    
    
    
    1,684,000Marietta Health Park
    
    
    5.11
    
    
    
    11/01/15
    
    
    
    7,200,000
    
    
    
    7,200,000Hampden Place
    
    
    5.98
    
    
    
    01/01/12
    
    
    
    8,650,000
    
    
    
    8,785,000Greenville  Patewood
    
    
    6.18
    
    
    
    01/01/16
    
    
    
    35,825,000
    
    
    
    36,000,000Greenville  Greer
    
    
    6.00
    
    
    
    02/01/17
    
    
    
    8,466,000
    
    
    
    Greenville  Memorial
    
    
    6.00
    
    
    
    02/01/17
    
    
    
    4,482,000
    
    
    
    Greenville  MMC
    
    
    6.25
    
    
    
    06/01/20
    
    
    
    22,875,000
    
    
    
    Sun City-Note B
    
    
    6.54
    
    
    
    09/01/14
    
    
    
    14,899,000
    
    
    
    14,997,000Sun City-Note C
    
    
    6.50
    
    
    
    09/01/14
    
    
    
    4,456,000
    
    
    
    4,509,000Sun City Note D
    
    
    6.98
    
    
    
    09/01/14
    
    
    
    13,903,000
    
    
    
    13,985,000King Street
    
    
    5.88
    
    
    
    03/05/17
    
    
    
    6,526,000
    
    
    
    Wisconsin MOB II  Mequon
    
    
    6.25
    
    
    
    07/10/17
    
    
    
    10,000,000
    
    
    
    Balfour Concord  Denton
    
    
    7.95
    
    
    
    08/10/12
    
    
    
    4,657,000
    
    
    
    Pearland-Broadway
    
    
    5.57
    
    
    
    09/01/12
    
    
    
    2,381,000
    
    
    
    7900 Fannin- Note A
    
    
    7.30
    
    
    
    01/01/21
    
    
    
    21,865,000
    
    
    
    7900 Fannin- Note B
    
    
    7.68
    
    
    
    01/01/16
    
    
    
    822,000
    
    
    
    Total fixed rate debt
    
    
    
    
    
    
    
    
    
    
    290,733,000
    
    
    
    209,858,000
 13




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##### Table of Contents



Interest
    
    
    MaturityProperty
    
    Rate
    
    
    Date
    
    
    June 30, 2010 (a)
    
    
    December 31, 2009 (b)Variable Rate Debt:Senior Care Portfolio 1
    
    
    4.75
    %(c)
    
    
    03/31/10
    
    
    
    
    
    
    
    24,800,0001 and 4 Market Exchange
    
    
    1.70
    (c)
    
    
    09/30/10
    
    
    
    14,500,000
    
    
    
    14,500,000East Florida Senior Care Portfolio
    
    
    1.75
    (c)
    
    
    10/01/10
    
    
    
    29,218,000
    
    
    
    29,451,000Kokomo Medical Office Park
    
    
    1.75
    (c)
    
    
    11/30/10
    
    
    
    8,300,000
    
    
    
    8,300,000Chesterfield Rehabilitation Center
    
    
    2.00
    (c)
    
    
    12/30/10
    
    
    
    22,000,000
    
    
    
    22,000,000Park Place Office Park
    
    
    1.90
    (c)
    
    
    12/31/10
    
    
    
    10,943,000
    
    
    
    10,943,000Highlands Ranch Medical Plaza
    
    
    1.90
    (c)
    
    
    12/31/10
    
    
    
    8,853,000
    
    
    
    8,853,000Medical Portfolio 1
    
    
    2.03
    (c)
    
    
    02/28/11
    
    
    
    20,020,000
    
    
    
    20,460,000Fort Road Medical Building
    
    
    2.00
    (c)
    
    
    03/06/11
    
    
    
    5,800,000
    
    
    
    5,800,000Medical Portfolio 3
    
    
    2.60
    (c)
    
    
    06/26/11
    
    
    
    58,000,000
    
    
    
    58,000,000SouthCrest Medical Plaza
    
    
    2.55
    (c)
    
    
    06/30/11
    
    
    
    12,870,000
    
    
    
    12,870,000Wachovia Pool Loans(d)
    
    
    4.65
    (c)
    
    
    06/30/11
    
    
    
    49,134,000
    
    
    
    49,696,000Cypress Station Medical Office Building
    
    
    2.10
    (c)
    
    
    09/01/11
    
    
    
    7,083,000
    
    
    
    7,131,000Medical Portfolio 4
    
    
    2.50
    (c)
    
    
    09/24/11
    
    
    
    21,400,000
    
    
    
    21,400,000Decatur Medical Plaza
    
    
    2.35
    (c)
    
    
    09/26/11
    
    
    
    7,900,000
    
    
    
    7,900,000Mountain Empire Portfolio
    
    
    2.45
    (c)
    
    
    09/28/11
    
    
    
    18,645,000
    
    
    
    18,882,000Sun City-Sun 1
    
    
    1.85
    (c)
    
    
    12/31/14
    
    
    
    2,000,000
    
    
    
    2,000,000Sun City-Sun 2
    
    
    1.85
    (c)
    
    
    12/31/14
    
    
    
    9,538,000
    
    
    
    9,618,000Total variable rate debt
    
    
    
    
    
    
    
    
    
    
    306,204,000
    
    
    
    332,604,000Total fixed and variable debt
    
    
    
    
    
    
    
    
    
    
    596,937,000
    
    
    
    542,462,000Add: Premium
    
    
    
    
    
    
    
    
    
    
    1,630,000
    
    
    
    Less: Discount
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,434,000
    )Mortgage loans payable, net
    
    
    
    
    
    
    
    
    
    $
    598,567,000
    
    
    $
    540,028,000
 
 (a)
    
    As of June 30, 2010, we had variable rate mortgage loans on 21 of our properties with
effective interest rates ranging from 1.70% to 4.75% per annum and a weighted average
effective interest rate of 2.65% per annum. However, as of June 30, 2010, we had fixed rate
interest rate swaps, ranging from 4.70% to 6.02%, on our variable rate mortgage loans payable
on 11 of our properties, thereby effectively fixing our interest rate on those mortgage loans
payable.(b)
    
    As of December 31, 2009, we had variable rate mortgage loans on 22 of our properties with
effective interest rates ranging from 1.58% to 4.75% per annum and a weighted average
effective interest rate of 2.65% per annum. However, as of December 31, 2009, we had fixed
rate interest rate swaps, ranging from 4.51% to 6.02%, on our variable rate mortgage loans
payable on 20 of our properties, thereby effectively fixing our interest rate on those
mortgage loans payable.(c)
    
    Represents the interest rate in effect as of June 30, 2010.(d)
    
    We have a mortgage loan in the principal amount of $49,134,000 and $49,696,000, as of June
30, 2010 and December 31, 2009, respectively, secured by Epler Parke Building B, 5995 Plaza
Drive, Nutfield Professional Center, Medical Portfolio 2 and Academy Medical Center.  Year
    
    Amount2010
    
    $
    96,964,0002011
    
    
    204,534,0002012
    
    
    20,135,0002013
    
    
    18,696,0002014
    
    
    47,302,000Thereafter
    
    
    209,306,000Total
    
    $
    596,937,000
  14




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##### Table of Contents



8. Derivative Financial Instruments
 Derivatives and Hedging
   Notional Amount
    
    
    Index
    
    Rate
    
    
    Fair Value
    
    
    Instrument
    
    Maturity$
    14,500,000
    
    
    LIBOR
    
    
    5.97
    %
    
    $
    (202,000
    )
    
    Swap
    
    
    09/28/108,300,000
    
    
    LIBOR
    
    
    5.86
    
    
    
    (168,000
    )
    
    Swap
    
    
    11/30/108,853,000
    
    
    LIBOR
    
    
    5.52
    
    
    
    (183,000
    )
    
    Swap
    
    
    12/31/1010,943,000
    
    
    LIBOR
    
    
    5.52
    
    
    
    (226,000
    )
    
    Swap
    
    
    12/31/1022,000,000
    
    
    LIBOR
    
    
    5.59
    
    
    
    (417,000
    )
    
    Swap
    
    
    12/30/1029,218,000
    
    
    LIBOR
    
    
    6.02
    
    
    
    (388,000
    )
    
    Swap
    
    
    10/01/1019,947,000
    
    
    LIBOR
    
    
    5.23
    
    
    
    (412,000
    )
    
    Swap
    
    
    01/31/115,800,000
    
    
    LIBOR
    
    
    4.70
    
    
    
    (113,000
    )
    
    Swap
    
    
    03/06/1121,400,000
    
    
    LIBOR
    
    
    5.27
    
    
    
    (704,000
    )
    
    Swap
    
    
    09/23/117,900,000
    
    
    LIBOR
    
    
    5.16
    
    
    
    (266,000
    )
    
    Swap
    
    
    09/26/1117,072,000
    
    
    LIBOR
    
    
    5.87
    
    
    
    (1,325,000
    )
    
    Swap
    
    
    09/28/139,618,000
    
    
    LIBOR
    
    
    2.00
    
    
    
    447,000
    
    
    Cap
    
    
    12/31/1454,000,000
    
    
    N/A
    
    
    N/A
    
    
    
    1,070,000
    
    
    Participation  Interest
    
    
    12/01/29
  Notional Amount
    
    
    Index
    
    Rate
    
    
    Fair Value
    
    
    Instrument
    
    Maturity$
    14,500,000
    
    
    LIBOR
    
    
    5.97
    %
    
    $
    (505,000
    )
    
    Swap
    
    
    09/28/108,300,000
    
    
    LIBOR
    
    
    5.86
    
    
    
    (327,000
    )
    
    Swap
    
    
    11/30/108,853,000
    
    
    LIBOR
    
    
    5.52
    
    
    
    (326,000
    )
    
    Swap
    
    
    12/31/1010,943,000
    
    
    LIBOR
    
    
    5.52
    
    
    
    (403,000
    )
    
    Swap
    
    
    12/31/1022,000,000
    
    
    LIBOR
    
    
    5.59
    
    
    
    (759,000
    )
    
    Swap
    
    
    12/30/1029,101,000
    
    
    LIBOR
    
    
    6.02
    
    
    
    (998,000
    )
    
    Swap
    
    
    10/01/1022,000,000
    
    
    LIBOR
    
    
    5.23
    
    
    
    (688,000
    )
    
    Swap
    
    
    01/31/115,800,000
    
    
    LIBOR
    
    
    4.70
    
    
    
    (173,000
    )
    
    Swap
    
    
    03/06/117,292,000
    
    
    LIBOR
    
    
    4.51
    
    
    
    (75,000
    )
    
    Swap
    
    
    05/03/1024,800,000
    
    
    LIBOR
    
    
    4.85
    
    
    
    (206,000
    )
    
    Swap
    
    
    03/31/1050,321,000
    
    
    LIBOR
    
    
    5.60
    
    
    
    (922,000
    )
    
    Swap
    
    
    06/30/1012,870,000
    
    
    LIBOR
    
    
    5.65
    
    
    
    (236,000
    )
    
    Swap
    
    
    06/30/1058,000,000
    
    
    LIBOR
    
    
    5.59
    
    
    
    (1,016,000
    )
    
    Swap
    
    
    06/26/1021,400,000
    
    
    LIBOR
    
    
    5.27
    
    
    
    (782,000
    )
    
    Swap
    
    
    09/23/117,900,000
    
    
    LIBOR
    
    
    5.16
    
    
    
    (296,000
    )
    
    Swap
    
    
    09/26/1117,304,000
    
    
    LIBOR
    
    
    5.87
    
    
    
    (913,000
    )
    
    Swap
    
    
    09/28/139,618,000
    
    
    LIBOR
    
    
    2.00
    
    
    
    890,000
    
    
    Cap
    
    
    12/31/1454,000,000
    
    
    N/A
    
    
    N/A
    
    
    
    1,051,000
    
    
    Participation Interest
    
    
    12/01/29
 15




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##### Table of Contents



Asset Derivatives
    
    
    Liability DerivativesJune 30, 2010
    
    
    December 31, 2009
    
    
    June 30, 2010
    
    
    December 31, 2009Derivatives not designated as
    
    Balance Sheet
    
    
    
    
    
    
    Balance Sheet
    
    
    
    
    
    
    Balance Sheet
    
    
    
    
    
    
    Balance Sheethedging instruments:
    
    Location
    
    
    Fair Value
    
    
    Location
    
    
    Fair Value
    
    
    Location
    
    
    Fair Value
    
    
    Location
    
    
    Fair ValueInterest Rate Swaps
    
    Derivative Financial Instruments
    
    $
    
    
    
    Derivative Financial Instruments
    
    $
    
    
    
    Derivative Financial Instruments
    
    $
    4,404,000
    
    
    Derivative Financial Instruments
    
    $
    8,625,000Interest Rate Cap
    
    Other Assets
    
    $
    447,000
    
    
    Other Assets
    
    $
    890,000Participation Interest
    
    Other Assets
    
    $
    1,070,000
    
    
    Other Assets
    
    $
    1,051,000
  Location of Gain
    
    
    Amount of Gain (Loss) Recognized
    
    
    Amount of Gain (Loss) RecognizedDerivatives not designated as hedging
    
    (Loss)
    
    
    Three Months Ended
    
    
    Six Months Endedinstruments under:
    
    Recognized
    
    
    June 30, 2010
    
    
    June 30, 2009
    
    
    June 30, 2010
    
    
    June 30, 2009Interest Rate Swaps
    
    Gain (loss) on derivative instruments
    
    $
    2,324,000
    
    
    $
    2,362,000
    
    
    $
    4,221,000
    
    
    $
    3,292,000Interest Rate Cap
    
    Gain (loss) on derivative instruments
    
    $
    (248,000
    )
    
    $
    
    
    
    $
    (443,000
    )
    
    $
    Participation Interest
    
    Gain (loss) on derivative instruments
    
    $
    19,000
    
    
    $
    
    
    
    $
    19,000
    
    
    $
    
  9.
Revolving Credit Facility
     16




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##### Table of Contents



10. Identified Intangible Liabilities, Net
  June 30, 2010
    
    
    December 31, 2009Below market
leases, net of
accumulated
amortization of
$3,900,000 and
$3,033,000 as of
June 30, 2010 and
December 31, 2009,
respectively (with
a weighted average
remaining life of
98 months and 94
months as of June
30, 2010 and
December 31, 2009,
respectively)
    
    $
    6,137,000
    
    
    $
    6,954,000$
    6,137,000
    
    
    $
    6,954,000
  11. Commitments and Contingencies
 Litigation
  Environmental Matters
  Other Organizational and Offering Expenses
  Other
  12. Related Party Transactions
 Fees and Expenses Paid to Former Affiliates
   17




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##### Table of Contents



Offering Stage
 Selling Commissions
  Marketing Support Fees and Due Diligence Expense Reimbursements
 bona
fide
 Other Organizational and Offering Expenses
  Acquisition and Development Stage
 Acquisition Fee
  
    
    for the first $375,000,000 in aggregate contract purchase price for properties acquired
directly or indirectly by us after October 24, 2008, 2.5% of the contract purchase price of
each such property;
 
    
    for the second $375,000,000 in aggregate contract purchase price for properties acquired
directly or indirectly by us after October 24, 2008, 2.0% of the contract purchase price of
each such property, which amount is subject to downward
 18




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##### Table of Contents



adjustment, but not below 1.5%, based on reasonable projections regarding the anticipated
amount of net proceeds to be received in our initial offering; and
 
    
    for above $750,000,000 in aggregate contract purchase price for properties acquired
directly or indirectly by us after October 24, 2008, 2.25% of the contract purchase price of
each such property.
    Operational Stage
 Asset Management Fee
    Property Management Fee
  Lease Fee
  19




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##### Table of Contents



On-site Personnel and Engineering Payroll
  Operating Expenses
   Related Party Services Agreement
    Compensation for Additional Services
  Liquidity Stage
 Disposition Fee
  20




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##### Table of Contents



Subordinated Participation Interest
  Accounts Payable Due to Former Affiliates, Net
  Entity
    
    Fee
    
    June 30, 2010
    
    
    December 31, 2009Grubb & Ellis Realty Investors
    
    Operating expenses
    
    $
    27,000
    
    
    $
    27,000Grubb & Ellis Realty Investors
    
    Offering costs
    
    
    90,000
    
    
    
    90,000Grubb & Ellis Realty Investors
    
    Due diligence
    
    
    15,000
    
    
    
    15,000Grubb & Ellis Realty Investors
    
    On-site payroll and engineering
    
    
    104,000
    
    
    
    104,000Grubb & Ellis Realty Investors
    
    Acquisition related expenses
    
    
    
    
    
    
    3,769,000Realty
    
    Asset and property management fees
    
    
    771,000
    
    
    
    771,000$
    1,007,000
    
    
    $
    4,776,000
 21




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##### Table of Contents



13. Redeemable Noncontrolling Interest of Limited Partners
    Distinguishing Liabilities From Equity,
 Balance as of December 31, 2008
    
    $
    1,951,000Net income attributable to noncontrolling interest of limited partners
    
    
    172,000Distributions
    
    
    (172,000
    )Purchase price allocation adjustment
    
    
    344,000Balance as of June 30, 2009
    
    $
    2,295,000Balance as of December 31, 2009
    
    $
    3,549,000Net income attributable to noncontrolling interest of limited partners
    
    
    65,000Distributions
    
    
    (87,000
    )Valuation adjustment to noncontrolling interests
    
    
    570,000Purchase of Chesterfield 20% interest
    
    
    (3,900,000
    )Addition of noncontrolling interest attributable to the Fannin acquisition
    
    
    4,006,000Balance as of June 30, 2010
    
    $
    4,203,000
   22




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##### Table of Contents



14. Stockholders Equity
 Common Stock
   Preferred Stock
  Distribution Reinvestment Plan
  Share Repurchase Plan
   2006 Incentive Plan and 2006 Independent Directors Compensation Plan
  23




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##### Table of Contents



Restricted
    
    
    WeightedCommon
    
    
    Average GrantStock/Units
    
    
    Date Fair ValueBalance  December 31, 2009
    
    
    167,667
    
    
    $
    10.00Granted, net
    
    
    150,000
    
    
    
    10.00Vested
    
    
    (6,000
    )
    
    
    10.00Forfeited
    
    
    
    
    
    
    Balance  June 30, 2010
    
    
    311,667
    
    
    $
    10.00Nonvested shares expected to vest   June 30, 2010
    
    
    311,667
    
    
    $
    10.00
 15. Fair Value of Financial Instruments
 Fair Value Measurements and Disclosures
    24




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##### Table of Contents



Financial Instruments The Fair Value Option for Financial Assets and Financial Liabilities  including
an Amendment of Statement No. 115 Disclosures about Fair Value of Financial
Instruments
  Financial Instruments Reported at Fair Value
 Cash and Cash Equivalents
  Derivative Financial Instruments
      25




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##### Table of Contents



Assets and Liabilities at Fair Value
  Quoted Prices inActive Markets forIdentical Assets
    
    
    Significant Other
    
    
    Significantand Liabilities
    
    
    Observable Inputs
    
    
    Unobservable Inputs(Level 1 )
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TotalAssetsMoney market funds
    
    $
    43,000
    
    
    $
    
    
    
    $
    
    
    
    $
    43,000Derivative financial instruments
    
    
    
    
    
    
    447,000
    
    
    
    1,070,000
    
    
    
    1,517,000Total assets at fair value
    
    $
    43,000
    
    
    $
    447,000
    
    
    $
    1,070,000
    
    
    $
    1,560,000LiabilitiesDerivative financial instruments
    
    $
    
    
    
    $
    (4,404,000
    )
    
    $
    
    
    
    $
    (4,404,000
    )Total liabilities at fair value
    
    $
    
    
    
    $
    (4,404,000
    )
    
    $
    
    
    
    $
    (4,404,000
    )
  Level 3Participation InterestDerivative InstrumentBalanceDecember 31, 2009
    
    $
    1,051,000Total Gains or Losses in Earnings
    
    
    19,000Purchases, Issuances, & Settlements
    
    
    Transfers in and/or out of Level 3
    
    
    BalanceJune 30, 2010
    
    $
    1,070,000
  Quoted Prices inActive Markets forIdentical Assets
    
    
    Significant Other
    
    
    Significantand Liabilities
    
    
    Observable Inputs
    
    
    Unobservable Inputs(Level 1 )
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TotalAssetsMoney market funds
    
    $
    43,000
    
    
    $
    
    
    
    $
    
    
    
    $
    43,000Derivative financial instruments
    
    $
    
    
    
    $
    890,000
    
    
    $
    1,051,000
    
    
    $
    1,941,000Total assets at fair value
    
    $
    43,000
    
    
    $
    890,000
    
    
    $
    1,051,000
    
    
    $
    1,984,000LiabilitiesDerivative financial instruments
    
    $
    
    
    
    $
    (8,625,000
    )
    
    $
    
    
    
    $
    (8,625,000
    )Total liabilities at fair value
    
    $
    
    
    
    $
    (8,625,000
    )
    
    $
    
    
    
    $
    (8,625,000
    )
  Level 3Participation InterestDerivative InstrumentBeginning Balance
    
    $
    Total Gains or Losses in Earnings
    
    
    Purchases, Issuances, & Settlements
    
    
    1,051,000Transfers in and/or out of Level 3
    
    
    Ending Balance
    
    $
    1,051,000
 26




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##### Table of Contents



Financial Instruments Disclosed at Fair Value
      16. Business Combinations
   Business Combinations Business Combinations
  27




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##### Table of Contents




    
    An 80,652 square foot medical office portfolio consisting of two buildings located
in Atlanta, Georgia. This portfolio is over 95% leased and was purchased on March 2, 2010 for
$19,550,000.
    
    A 53,169 square foot medical office building located in Jacksonville, Florida,
purchased on March 9, 2010 for $10,775,000. This building is 100% occupied and is situated on
the campus of St. Vincents Medical Center.
    
    A 60,300 square foot medical office building located in Sugarland, Texas,
purchased on March 23, 2010 for $12,400,000. This facility is located near three acute-care
hospitals and is 100% leased with 83% of the space occupied by Texas Childrens Health
Centers.
    
    A five-building medical office portfolio located in Evansville and Newburgh,
Indiana, totaling 260,500 square feet and purchased on March 23, 2010 for $45,257,000. The
portfolio is 100% master-leased to Deaconess Clinic, Inc., an affiliate of Deaconess Health
System, Inc.
    
    A 60,800 square foot medical office building located on the campus of East Cooper
Regional Medical Center in Mount Pleasant, South Carolina, purchased on March 31, 2010 for
$9,925,000. The building is 88% leased to 16 tenants.
    
    A 34,980 square foot medical office building located in Pearland, Texas, purchased on March
31, 2010 for $6,775,000. The building is 98% occupied. On June 30, 2010, we purchased a
second building within the Pearland portfolio: this add-on acquisition consisted of a 19,680
square foot medical office building that was purchased for $3,701,000 and is 100% occupied.
    
    A 21,832 square foot medical office building located in Hilton Head, South Carolina,
purchased on March 31, 2010 for $8,058,000. The building is 100% occupied.
    
    A 101,400 square foot medical office building located in Baltimore, Maryland, purchased on
March 31, 2010 for $29,250,000. The building is located on the Johns Hopkins University
Bayview Medical Center Research Campus and is 100% leased.
    
    The remaining 20% interest in the JV Company that owns Chesterfield Rehabilitation Center,
which was originally purchased on December 20, 2007. Our subsidiary exercised its call option
to buy, for $3,900,000, 100% of the interest owned by its joint venture partner. As we
continued to retain control of this entity despite the change in ownership interest, in
accordance with ASC 805, we are accounting for this as an equity transaction. Thus, no gains
or losses with respect to these changes were recognized in net income, nor are the carrying
amounts of the assets and liabilities of the subsidiary adjusted. As such, this acquisition is
not included within the purchase price allocation disclosed within this footnote.
    
    A 191,612 square foot medical office building located in Pittsburgh, Pennsylvania. This
building, which is located near the Federal North and Allegheny General Hospital Centers, is
99% occupied and was purchased on April 29, 2010 for $40,472,000.
    
    A two-building medical office portfolio in Denton, Texas, and Lewisville, Texas totaling
53,720 square feet. The Lewisville medical office building, purchased on June 25, 2010 for
$4,800,000, consists of approximately 18,000 square feet and is 100% leased to one tenant with
a remaining term of 10 years. The Denton medical office building, purchased on June 30, 2010
for $8,700,000, is an approximately 35,720 square foot facility located on the campus of Texas
Health Presbyterian Hospital Denton, and it is 100% leased through 2017.
    
    A 45,500 square foot medical office building located in Charleston, South Carolina for
approximately $10,446,000. This building, which was purchased on June 28, 2010, is 100%
leased and is located immediately adjacent to the campus of the Medical University of South
Carolina, or MUSC, and MUSC Childrens Hospital.
    
    The majority interest in the Fannin partnership, which owns a medical office building located
in Houston, Texas, on June 30, 2010. The value of the 7900 Fannin building  is approximately $38,100,000. We acquired the general
partner interest and the majority of the limited partner interests in the Fannin partnership.
The original physician investors were provided the right to remain in the Fannin partnership,
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##### Table of Contents



receive limited partner units in our operating partnership, and/or receive cash. Some of the
original physician investors elected to remain in the Fannin partnership post-closing as
limited partners. The property, known as 7900 Fannin, consists of a four-story building
totaling 176,000 square feet that is adjacent to The Womans Hospital of Texas, an
HCA-affiliated hospital within the Texas Medical Center. The building is currently over 99%
occupied.
  Supplementary Pro-Forma Information
    17. Concentration of Credit Risk
     18. Per Share Data
 Earnings Per Share, or ASC 260
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##### Table of Contents



19. Subsequent Events
  Status of our Offering
   Financing
    Share Repurchases
  Distributions
  Completed Acquisitions
 
    
    On July 15, 2010, we completed the acquisition of a 35,184 square foot medical office
building located in Stockbridge, Georgia for approximately $8,140,000. This two-story
building is currently 100% leased to five tenants.
    
    On August 4, 2010, we completed the acquisition of a 45,000 square foot medical
office building located in San Luis Obispo, California on the campus of the Sierra Vista
Regional Medical Center, a wholly owned subsidiary of Tenet Healthcare
Corporation. The building is currently approximately 50% leased to six tenants, though total
occupancy of up to 85% is covered by a five-year support lease. This medical office building
was purchased for  approximately $10,950,000.
    
    On August 10, 2010, we purchased an additional building within one of our existing portfolios located in Hilton Head, South Carolina.  The Moss Creek property, which consists of a 9,056 square foot medical office building, was purchased for approximately $2,652,000.
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##### Table of Contents



Pending Property Acquisitions
 
    
    On August 10, 2010, we signed a PSA to acquire a medical office portfolio located in
Orlando, Florida, for approximately $18,375,000. The portfolio consists of two Class A
medical office buildings, which have a combined occupancy of 98%. The Lake Underhill Medical
Center, a multi-tenant medical office building consisting of 63,353 square feet, has a
purchase price of $11,240,000, and the Oviedo Medical Center, a multi-tenant medical office
building consisting of 42,202 square feet, has a purchase price of $7,135,000.
  
    On August 16, 2010, we entered into purchase and sale agreements to
purchase two medical office buildings within a medical office portfolio
located in Santa Fe, New Mexico.  The first of these buildings,
the purchase price of which is approximately $9,560,000, consists of 34,402
square feet and is 100% occupied.  The second building, the purchase price of which is approximately $6,232,000, consists of 19,290 square
 feet and is 100% occupied.
  31




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##### Table of Contents



Item
2. Managements Discussion and Analysis of Financial Condition
and Results of Operations.
 The use of the words we, us or our refers to Healthcare Trust of America, Inc. and its
subsidiaries, including Healthcare Trust of America Holdings, LP, except where the context
otherwise requires.
  Forward-Looking Statements
  
    
    changes in economic conditions generally and the real estate and healthcare markets
specifically;
    
    legislative and regulatory changes impacting the healthcare industry, including the
implementation of the healthcare reform legislation enacted in 2010;
    
    legislative and regulatory changes impacting real estate investment trusts, or REITs,
including their taxation;
    
    the availability of debt and equity capital;
    
    changes in interest rates;
    
    competition in the real estate industry;
    
    the supply and demand for operating properties in our proposed market areas;
    
    changes in accounting principles generally accepted in the United States of America,
or GAAP; and
    
    the risk factors in our 2009 Annual Report and this Quarterly Report on Form 10-Q.
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##### Table of Contents



Overview and Background
  Highlights for the Six Months Ended June 30, 2010
 
    
    We completed 12 new acquisitions and purchased an additional medical office building
within both our Pearland and Balfour Concord portfolios, the aggregate purchase price of
which was approximately $252,109,000. These purchases are comprised of 20 medical office
buildings totaling approximately 1,160,000 square feet with an average occupancy of 98.6%.
Additionally, we purchased the remaining 20% interest in HTA-Duke Chesterfield, Rehab, LLC,
or the JV Company, that owns the Chesterfield Rehabilitation Center, an asset in which we
had originally acquired an 80% interest in December 2007.
    
    We maintained a leverage ratio of our mortgage loans payable debt to total assets of
31.8% and had cash on hand of $176,886,000 as of June 30, 2010.
    
    We increased our average occupancy from 90.5% to 91.4% from the fourth quarter of 2009 to
the second quarter of 2010.
    
    With our acquisitions during the six months ended June 30, 2010, we increased the
percentage of our  credit-rated tenants to 38.2% of our portfolio.
    
For the six months ended June 30, 2010, our funds from operations, or FFO, of $35,560,000
fully covered the $27,204,000 portion of our distributions that was
paid in cash. FFO is a non-GAAP financial measure. For a reconciliation of FFO to net income (loss), see Funds from Operations and Modified Funds from Operations.
    
    Our modified funds from operations, or MFFO, represented 80% of distributions paid during
the three and six months ended June 30, 2010. This represents an increase over both our
March 31, 2010 coverage rate of 79% and our MFFO coverage rates of 50% and 48% for the three
and six months ended June 30, 2009, respectively. MFFO is a non-GAAP financial measure. For a reconciliation of MFFO to
net income (loss), see  Funds from Operations and Modified
Funds from Operations.
    
    For the three and six months ended June 30, 2010, we would have been required to pay
acquisition, asset management and above market property management fees of approximately $8,062,000
and $16,916,000, respectively, to our former advisor if we were still subject to the advisory agreement
under its original terms prior to the commencement of our transition to self-management. The cost of self-management
during the three and six months ended June 30, 2010 was approximately $1,670,000 and $3,123,000, respectively. Therefore,
 we achieved a cost savings of approximately $6,392,000 ($8,062,000 minus $1,670,000) for the three months ended June 30,
 2010 and approximately $13,793,000 ($16,916,000 minus $3,123,000) for the six months ended June 30, 2010 resulting from
our self-management cost structure.
    
    Consistent with our self-management model, we have implemented another upgrade to our
asset management capabilities by implementing Resolve Technologys business intelligence
solution. The new technology integrates and consolidates our existing technology platforms
and provides management with reports that enable real-time visibility into asset and
portfolio performance.
    
    On May 20, 2010, our board of directors approved the appointment of Kellie S. Pruitt,
previously our Chief Accounting Officer, as our Chief Financial Officer. Additionally, on
May 20, 2010, the board of directors approved the appointment of Katherine E. Black, our
Controller, to serve as our Assistant Secretary.
    
    During the six months ended June 30, 2010, we secured approximately $45,875,000 in new long term
 financing with a weighted average interest rate of 6.18% and a weighted average term of 8.5 years.  These loans
are secured by our Greenville and Wisconsin MOB II properties, both of which were acquired in 2009 for $162,820,000
and $40,700,000, respectively.
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34




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##### Table of Contents



Recent Developments
 Acquisitions Completed Subsequent June 30, 2010
 
    
    On July 15, 2010, we completed the acquisition of a 35,184 square foot medical office
building located in Stockbridge, Georgia for approximately $8,140,000. This two-story
building is currently 100% leased to five tenants.
    
    On August 4, 2010, we completed the acquisition of a 45,000 square foot medical
office building located in San Luis Obispo, California on the campus of the Sierra Vista
Regional Medical Center, a wholly owned subsidiary of Tenet Healthcare Corporation. The
building is currently approximately 50% leased to six tenants, though total occupancy of up
to 85% is covered by a five-year support lease. This medical office building was purchased
for approximately $10,950,000.
    
    On August 10, 2010, we purchased an additional building within one of our existing portfolios
located in Hilton Head, South Carolina.  The Moss Creek property, which consists of a 9,056 square foot medical
office building, was purchased for approximately $2,652,000.
 Pending Acquisitions
 
    
    On August 10, 2010, we signed a PSA to acquire a medical office portfolio located in
Orlando, Florida, for approximately $18,375,000.  The portfolio consists of two Class A medical
office buildings, which have a combined occupancy of 98%.  The Lake Underhill Medical Center,
a multi-tenant medical office building consisting of 63,353 square feet, has a purchase price of $11,240,000,
and the Oviedo Medical Center, a multi-tenant medical office building consisting of 42,202 square feet,
has a purchase price of $7,135,000.
  
    On August 16, 2010, we entered into purchase and sale agreements to
purchase two medical office buildings within a medical office portfolio
located in Santa Fe, New Mexico.  The first of these buildings,
the purchase price of which is approximately $9,560,000, consists of 34,402
square feet and is 100% occupied.  The second building, the purchase price of which is approximately $6,232,000, consists of 19,290 square
 feet and is 100% occupied.
  Status of Our Offering
 
    
    As of August 11, 2010, we had received and accepted subscriptions in our initial and
follow-on offerings for 164,298,470 shares of our common stock, or $1,643,313,000, excluding
shares of our common stock issued under the DRIP.
    
    On August 16, 2010, we announced our intention to close our follow-on offering early, subject to market
conditions, on or before April 30, 2011 but not earlier than November 30, 2010. Our follow-on offering
is currently scheduled to expire on March 19, 2012,
 unless extended. In the event we decide to terminate our follow-on offering before April 30, 2011, we will provide
at least 30 days prior notice to our stockholders. We will not terminate our follow-on offering early unless and until we determine that an early termination
is in the best interests of our stockholders and market conditions are favorable.
 Financing
 
    
    On July 12, 2010, we entered into a loan agreement with Goldman Sachs Commercial
Mortgage Capital, L.P. in the amount of $21,250,000. The loan bears interest at a fixed
rate of 4.9% per annum and matures on August 6, 2015. The note is secured by assets of the
Deaconess Portfolio, which was acquired in March 2010 from the Deaconess Health System,
Inc., or DHS, for a purchase price of approximately $45,257,000.
    
    On August 6, 2010, the Company entered into a 12-year loan agreement with one
of its lenders in the amount of $12,000,000. The loan bears interest at a fixed rate of
5.6% per annum and is secured by the Triad Technology Center, which was acquired in May
2010.
    
    In August 2010, JP Morgan has signed a commitment letter, pursuant to which
 JP Morgan agreed to serve as a Joint Lead Arranger and Joint Bookrunner for
a new  $200,000,000 unsecured revolving credit facility. JPMorgan Chase Bank,
N.A., has committed $75,000,000
 to this new credit facility and we
are currently receiving proposals  for commitments from additional potential lenders.  This credit facility will replace our existing secured credit facility. It will have an initial term of 12 months, with one six-month extension.
 We anticipate closing the
facility in the near future.
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##### Table of Contents



Critical Accounting Policies
  Interim Unaudited Financial Data
  Recently Issued Accounting Pronouncements
  Acquisitions in 2010
  Factors Which May Influence Results of Operations
  Rental Income
  Offering Proceeds
  Scheduled Lease Expirations
  36




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##### Table of Contents



Results of Operations
 Comparison of the Three and Six Months Ended June 30, 2010 and 2009
   Rental Income
   Rental Expenses
  Three Months Ended June 30,__
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Real estate taxes
    
    $
    4,965,000
    
    
    $
    3,387,000
    
    
    $
    9,293,000
    
    
    $
    7,541,000Building maintenance
    
    
    3,717,000
    
    
    
    2,210,000
    
    
    
    7,444,000
    
    
    
    4,558,000Utilities
    
    
    3,015,000
    
    
    
    2,006,000
    
    
    
    5,904,000
    
    
    
    4,241,000Property management fees
    
    
    1,223,000
    
    
    
    917,000
    
    
    
    2,298,000
    
    
    
    1,782,000Administration
    
    
    1,038,000
    
    
    
    817,000
    
    
    
    2,015,000
    
    
    
    1,626,000Grounds maintenance
    
    
    720,000
    
    
    
    374,000
    
    
    
    1,802,000
    
    
    
    1,118,000Non-recoverable operating expenses
    
    
    637,000
    
    
    
    480,000
    
    
    
    1,280,000
    
    
    
    856,000Insurance
    
    
    309,000
    
    
    
    289,000
    
    
    
    589,000
    
    
    
    502,000Other
    
    
    48,000
    
    
    
    80,000
    
    
    
    135,000
    
    
    
    137,000Total rental expenses
    
    $
    15,672,000
    
    
    $
    10,560,000
    
    
    $
    30,760,000
    
    
    $
    22,361,000
 General and Administrative Expenses
  37




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Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Professional and legal fees
    
    
    525,000
    (a)
    
    
    667,000
    (a)
    
    
    1,365,000
    (a)
    
    
    1,699,000
    (a)Bad debt expense
    
    
    38,000
    (b)
    
    
    579,000
    (b)
    
    
    97,000
    (b)
    
    
    928,000
    (b)Salaries and benefits
    
    
    1,312,000
    (c)
    
    
    483,000
    (c)
    
    
    2,502,000
    (c)
    
    
    801,000
    (c)Directors fees
    
    
    163,000
    
    
    
    144,000
    
    
    
    282,000
    
    
    
    302,000Directors and officers insurance premiums
    
    
    137,000
    
    
    
    123,000
    
    
    
    273,000
    
    
    
    247,000Bank charges
    
    
    14,000
    
    
    
    65,000
    
    
    
    67,000
    
    
    
    137,000Restricted stock compensation
    
    
    209,000
    (d)
    
    
    59,000
    (d)
    
    
    365,000
    (d)
    
    
    117,000
    (d)Investor services
    
    
    334,000
    (e)
    
    
    67,000
    (e)
    
    
    586,000
    (e)
    
    
    120,000
    (e)Postage
    
    
    19,000
    
    
    
    84,000
    
    
    
    31,000
    
    
    
    115,000Corporate office overhead
    
    
    229,000
    (f)
    
    
    133,000
    (f)
    
    
    416,000
    (f)
    
    
    168,000
    (f)Franchise & state taxes
    
    
    207,000
    
    
    
    44,000
    
    
    
    217,000
    
    
    
    48,000Other
    
    
    300,000
    
    
    
    339,000
    
    
    
    474,000
    
    
    
    411,000$
    3,487,000
    
    
    $
    2,787,000
    
    
    $
    6,675,000
    
    
    $
    5,093,000
 
 The increase in general and administrative expense of $700,000 and $1,582,000, respectively, for
the three and six months ended June 30, 2010, as compared to the three and six months ended June
30, 2009, was due to the following: (a)
    
    The decrease in professional and legal fees for the three months ended
June 30, 2010 of $142,000 as compared to the three months ended June
30, 2009 was due to a decrease in one-time, non-recurring consulting
and legal costs of $418,000 incurred during the three months ended
June 30, 2009, for, among other things, our transition to
self-management. This decrease was offset by an increase in audit fees
for our Quarterly Reports on Form 10-Q and our Annual Report on Form
10-K. The decrease in professional and legal fees for the six months
ended June 30, 2010 of $334,000 as compared to the six months ended
June 30, 2009 was due to a decrease in one-time, non-recurring
consulting and legal costs of $683,000 incurred during the six months
ended June 30, 2009, for, among other things, our transition to
self-management. This decrease was offset by an increase in audit fees
for our Quarterly Reports on Form 10-Q and our Annual Report on Form
10-K.(b)
    
    The decrease in bad debt expense for the three months ended June 30,
2010 of $541,000, as compared to the three months ended June 30, 2009
was due to the performance efficiencies realized under our
self-management structure and experienced third-party property
management groups, which resulted in an increased collection effort
and improved tenant oversight. The decrease in bad debt expense for
the six months ended June 30, 2010 of $831,000, as compared to the six
months ended June 30, 2009 was also primarily due to the realization
of such efficiencies.(c)
    
    The increase in salaries and benefits for the three and six months
ended June 30, 2010 of $829,000 and $1,701,000, respectively, as
compared to the three and six months ended June 30, 2009 was due to an
increase in the number of employees hired for self-management during
2009 and the six months ended June 30, 2010. We had 39 employees as of
June 30, 2010 as compared to 19 employees as of June 30, 2009.(d)
    
    The increase in restricted stock compensation of $150,000 and $248,000
for the three and six months ended June 30, 2010, as compared to the
three and six months ended June 30, 2009 was due to the amortization
of an increased number of restricted shares granted in 2009 and during
the three months ended June 30, 2010.(e)
    
    The increase in investor services expense for the three and six months
ended June 30, 2010 of $267,000 and $466,000, respectively, as
compared to the three and six months ended June 30, 2009 was primarily
due to the introduction and implementation of the latest state of the
art investor services platform provided by DST Systems, Inc. This
upgrade was done in conjunction with our transition to self-management
in the third quarter of 2009. These improved investor services provide
our stockholders and financial advisors with direct access to
real-time information. In addition to the increased expense driven
 38




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##### Table of Contents



by
our transition to a higher-quality investor services platform, our
increase in expenses was also attributable to the increase in the
number of our stockholders and to printing costs associated with our
2009 Annual Report.(f)
    
    The increase in corporate office-related overhead of $96,000 and
$248,000, respectively, for the three and six months ended June 30,
2010, as compared to the three and six months ended June 30, 2009 is
primarily the result of the increase in size of our organization and
infrastructure resulting from being a fully self-managed company
during the first half of 2010 compared to the first half of 2009 when
we initially established our corporate office in Scottsdale, Arizona.
 Asset Management Fees
  Acquisition-Related Expenses
   Depreciation and Amortization
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Depreciation of properties
    
    $
    11,704,000
    
    
    $
    7,683,000
    
    
    $
    22,408,000
    
    
    $
    15,211,000Amortization of identified intangible assets
    
    
    6,713,000
    
    
    
    4,895,000
    
    
    
    13,165,000
    
    
    
    10,614,000Amortization of lease commissions
    
    
    168,000
    
    
    
    60,000
    
    
    
    314,000
    
    
    
    110,000Other assets
    
    
    17,000
    
    
    
    7,000
    
    
    
    26,000
    
    
    
    9,000Total depreciation and amortization
    
    $
    18,602,000
    
    
    $
    12,645,000
    
    
    $
    35,913,000
    
    
    $
    25,944,000
 39




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##### Table of Contents



Interest Expense and Gain on Derivative Instruments
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Interest expense on our mortgage loans payable
    
    $
    8,184,000
    
    
    $
    6,850,000
    
    
    $
    16,632,000
    
    
    $
    13,776,000Amortization of deferred financing fees associated
with our mortgage loans payable
    
    
    366,000
    
    
    
    372,000
    
    
    
    752,000
    
    
    
    742,000Amortization of deferred financing fees associated
with our credit facility
    
    
    95,000
    
    
    
    96,000
    
    
    
    190,000
    
    
    
    191,000Amortization of debt discount
    
    
    164,000
    
    
    
    69,000
    
    
    
    323,000
    
    
    
    138,000Unused credit facility fees
    
    
    40,000
    
    
    
    41,000
    
    
    
    94,000
    
    
    
    81,000Total interest expense
    
    
    8,849,000
    
    
    
    7,428,000
    
    
    
    17,991,000
    
    
    
    14,928,000Gain on derivative financial instruments
    
    
    (2,095,000
    )
    
    
    (2,362,000
    )
    
    
    (3,797,000
    )
    
    
    (3,292,000
    )Total interest expense and gain on derivative
financial instruments
    
    $
    6,754,000
    
    
    $
    5,066,000
    
    
    $
    14,194,000
    
    
    $
    11,636,000
    Interest and Dividend Income
  Liquidity and Capital Resources
    40




---



##### Table of Contents



Other Liquidity Needs
    Cash Flows
    41




---



##### Table of Contents



Distributions
       Financing
  42




---



##### Table of Contents



Mortgage Loans Payable, Net
  Revolving Credit Facility
  REIT Requirements
  Commitments and Contingencies
  Debt Service Requirements
   Off-Balance Sheet Arrangements
  43




---



##### Table of Contents



Inflation
  Funds from Operations and Modified Funds from Operations
      Acquisition-related expenses:
 One-time transition charges:
 44




---



##### Table of Contents



Three Months Ended June 30,2010
    
    
    
    
    
    
    20092010
    
    
    Per Share
    
    
    2009
    
    
    Per ShareNet income (loss)
    
    $
    245,000
    
    
    $
    
    
    
    $
    (3,535,000
    )
    
    $
    (0.04
    )Add:Depreciation and amortization 
consolidated properties
    
    
    18,602,000
    
    
    
    0.12
    
    
    
    12,645,000
    
    
    
    0.12Less:Net income attributable to
noncontrolling interest of limited
partners
    
    
    (1,000
    )
    
    
    
    
    
    
    (102,000
    )
    
    
    Depreciation and amortization related to
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    (51,000
    )
    
    
    FFO attributable to controlling interest
    
    $
    18,846,000
    
    
    
    
    
    
    $
    8,957,000FFO per share  basic and diluted
    
    
    
    
    
    $
    0.12
    
    
    
    
    
    
    $
    0.08Add:Acquisition expenses
    
    
    2,602,000
    
    
    
    0.02
    
    
    
    1,681,000
    
    
    
    0.02One time transition charges
    
    
    811,000
    
    
    
    0.01
    
    
    
    286,000
    
    
    
    MFFO attributable to controlling interest
    
    $
    22,259,000
    
    
    
    
    
    
    $
    10,924,000MFFO per share  basic and diluted
    
    
    
    
    
    $
    0.14
    
    
    
    
    
    
    $
    0.10Weighted average common shares
outstanding  basic
    
    
    154,594,418
    
    
    
    154,594,418
    
    
    
    106,265,880
    
    
    
    106,265,880Weighted average common shares
outstanding  diluted
    
    
    154,815,137
    
    
    
    154,815,137
    
    
    
    106,265,880
    
    
    
    106,265,880
  Six Months Ended June 30,2010
    
    
    
    
    
    
    20092010
    
    
    Per Share
    
    
    2009
    
    
    Per ShareNet income (loss)
    
    $
    (237,000
    )
    
    $
    
    
    
    $
    (10,335,000
    )
    
    $
    (0.11
    )Add:Depreciation and amortization 
consolidated properties
    
    
    35,913,000
    
    
    
    0.24
    
    
    
    25,994,000
    
    
    
    0.27Less:Net income attributable to
noncontrolling interest of limited
partners
    
    
    (65,000
    )
    
    
    
    
    
    
    (172,000
    )
    
    
    Depreciation and amortization related to
noncontrolling interests
    
    
    (51,000
    )
    
    
    
    
    
    
    (102,000
    )
    
    
    FFO attributable to controlling interest
    
    $
    35,560,000
    
    
    
    
    
    
    $
    15,335,000FFO per share  basic and diluted
    
    
    
    
    
    $
    0.24
    
    
    
    
    
    
    $
    0.16Add:Acquisition expenses
    
    
    5,286,000
    
    
    
    0.04
    
    
    
    3,180,000
    
    
    
    0.03One time transition charges
    
    
    1,006,000
    
    
    
    
    
    
    
    861,000
    
    
    
    0.01MFFO attributable to controlling interest
    
    $
    42,392,000
    
    
    
    
    
    
    $
    19,376,000MFFO per share  basic and diluted
    
    
    
    
    
    $
    0.28
    
    
    
    
    
    
    $
    0.20Weighted average common shares
outstanding  basic
    
    
    149,990,662
    
    
    
    149,990,662
    
    
    
    95,530,594
    
    
    
    95,530,594Weighted average common shares
outstanding  diluted
    
    
    149,990,662
    
    
    
    150,211,341
    
    
    
    95,530,594
    
    
    
    95,530,594
  Net Operating Income
  45




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##### Table of Contents



Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income (loss)
    
    $
    245,000
    
    
    $
    (3,535,000
    )
    
    $
    (237,000
    )
    
    $
    (10,335,000
    )Add:General and administrative
    
    
    3,487,000
    
    
    
    2,787,000
    
    
    
    6,675,000
    
    
    
    5,093,000Acquisition-related expenses
    
    
    2,602,000
    
    
    
    1,681,000
    
    
    
    5,826,000
    
    
    
    3,180,000Asset management fees
    
    
    
    
    
    
    1,318,000
    
    
    
    
    
    
    
    2,587,000Depreciation and amortization
    
    
    18,602,000
    
    
    
    12,645,000
    
    
    
    35,913,000
    
    
    
    25,944,000Interest Expense
    
    
    6,754,000
    
    
    
    5,066,000
    
    
    
    14,194,000
    
    
    
    11,636,000Less:Interest and dividend income
    
    
    (34,000
    )
    
    
    (44,000
    )
    
    
    (50,000
    )
    
    
    (172,000
    )Net operating income
    
    $
    31,656,000
    
    
    $
    19,918,000
    
    
    $
    62,321,000
    
    
    $
    37,933,000
 Subsequent Events
  
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk.
   Expected Maturity Date2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    Total
    
    
    Fair ValueFixed rate debt 
principal payments
    
    $
    1,815,000
    
    
    $
    4,310,000
    
    
    $
    19,221,000
    
    
    $
    17,769,000
    
    
    $
    47,109,000
    
    
    $
    200,509,000
    
    
    $
    290,733,000
    
    
    $
    290,165,000Weighted average
interest rate on
maturing debt
    
    
    5.85
    %
    
    
    5.88
    %
    
    
    6.63
    %
    
    
    5.88
    %
    
    
    6.44
    %
    
    
    5.54
    %
    
    
    5.71
    %
    
    
    Variable rate debt
 principal
payments
    
    $
    95,149,000
    
    
    $
    200,224,000
    
    
    $
    914,000
    
    
    $
    927,000
    
    
    $
    193,000
    
    
    $
    8,797,000
    
    
    $
    306,204,000
    
    
    $
    305,217,000Weighted average
interest rate on
maturing debt
(based on rates in
effect as of June
30, 2010)
    
    
    2.22
    %
    
    
    3.24
    %
    
    
    6.48
    %
    
    
    5.75
    %
    
    
    6.41
    %
    
    
    4.97
    %
    
    
    2.58
    %
    
    
    
   
 Item 4.
    
    Controls and Procedures.
  46




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##### Table of Contents



Item 4T.
    
    Controls and Procedures.
 Evaluation of disclosure controls and procedures.
  Changes in internal control over financial reporting.
 
 PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
  
 Item 1A.
    
    Risk Factors.
   We may not have sufficient cash available from operations to pay distributions, and, therefore,
distributions may be paid with offering proceeds or borrowed funds.
   47




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##### Table of Contents



Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
 Use of Public Offering Proceeds
      Purchases of Equity Securities by the Issuer and Affiliated Purchasers
   Maximum ApproximateTotal Number of Shares
    
    Dollar ValuePurchased as Part of
    
    of Shares that MayPublicly
    
    Yet be PurchasedTotal Number of
    
    Average Price
    
    Announced
    
    Under thePeriod
    
    Shares Purchased
    
    Paid per Share
    
    Plan or Program(1)
    
    Plans or Programs (2)April 1, 2010 to April 31, 2010
    
    
    1,107,094
    
    
    $
    9.48
    
    
    
    1,107,094
    
    
    
    $
    May 1, 2010 to May 28, 2010
    
    
    8,583
    
    
    $
    10.00
    
    
    
    8,583
    
    
    
    $
    June 1, 2010 to June 30, 2010
    
    
    4,757
    
    
    $
    9.42
    
    
    
    4,757
    
    
    
    $
    
 
 (1)
    
    Our board of directors adopted a share repurchase plan, which was publicly announced on
September 20, 2006. Our board of directors adopted an amended share repurchase plan, which was
publicly announced on August 25, 2008. Through June 30, 2010, we had repurchased 3,859,591
shares of our common stock pursuant to our share repurchase plan. Our share repurchase plan
does not have an expiration date but may be terminated at our board of directors discretion. 48




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##### Table of Contents



(2)
    
    Subject to funds being available, we will limit the number of shares repurchased during any
calendar year to 5.0% of the weighted average number of our shares outstanding during the
prior calendar year. 
 Item 3.
    
    Defaults Upon Senior Securities.
  
 Item 4.
    
    Reserved.
 
 Item 5.
    
    Other Information.
  
 Item 6.
    
    Exhibits.
  49




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##### Table of Contents



SIGNATURES
  Healthcare Trust of America, Inc.
(Registrant)Date August 16, 2010
    By:
    /s/ Scott D.PetersScott D. PetersChief Executive Officer, Chairman, & President
(Principal executive officer)Date August 16, 2010
    By:
    /s/ Kellie S.PruittKellie S. PruittChief Financial Officer
(Principal accounting officer and
Principal financial officer) 50




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##### Table of Contents



EXHIBIT INDEX
    3.1
    
    Third Articles of Amendment and Restatement of NNN Healthcare/Office REIT, Inc. (included as
Exhibit 3.1 to our Annual Report on Form 10-K for the year ended December 31, 2006 and
incorporated herein by reference)3.2
    
    Bylaws of NNN Healthcare/Office REIT, Inc. (included as Exhibit 3.2 to our Registration Statement
on Form S-11 (File No. 333-133652) filed on April 28, 2006 and incorporated herein by reference)3.3
    
    Amendment to the Bylaws of Grubb & Ellis Healthcare REIT, Inc., effective April 21, 2009 (included
as Exhibit 3.4 to Post-Effective Amendment No. 11 to our Registration Statement on Form S-11 (File
No. 333-133652) filed on April 21, 2009 and incorporated herein by reference)3.4
    
    Articles of Amendment of Grubb & Ellis Healthcare REIT, Inc., effective August 24, 2009 (included
as Exhibit 3.1 to our Current Report on Form 8-K filed August 27, 2009 and incorporated herein by
reference)3.5
    
    Amendment to the Bylaws of Grubb & Ellis Healthcare REIT, Inc., effective August 24, 2009
(included as Exhibit 3.2 to our Current Report on Form 8-K filed August 27, 2009 and incorporated
herein by reference)10.1*
    
    Amendment to the Healthcare Trust of America, Inc. 2006
Independent Directors Compensation Plan, effective as of May 20, 201010.2*
    
    Amendment to Employment Agreement with Scott D. Peters, effective as of May 20, 201031.1*
    
    Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*
    
    Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1**
    
    Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by
Section 906 of the Sarbanes-Oxley Act of 200232.2**
    
    Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by
Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 51