Following are some of the more frequently asked questions and answers relating to our structure, our management and our busines.
Q: What is Healthcare Trust of America, Inc.?
A: We are a fully integrated, self-administered, self-managed real estate investment trust, or REIT. As of June 30, 2011, we had made 78 geographically diverse acquisitions valued at approximately $2.3 billion based on purchase price, which includes 242 buildings and two other real estate-related assets. Our portfolio totals approximately 11.1 million square feet and includes 218 medical office buildings, ten hospitals, nine skilled nursing and assisted living facilities and five healthcare-related office buildings located in 25 states.
On February 28, 2011, we stopped offering shares in our follow-on offering (except for the DRIP), and on March 31, 2011, we stopped accepting subscription agreements. From January 1, 2011 through March 31, 2011, we had received and accepted subscriptions in our follow-on offering for 21,615,344 shares of our common stock, for an aggregate amount of $215,649,000, excluding shares of our common stock issued under the DRIP. In aggregate, as of March 31, 2011, we accepted subscriptions in our initial and follow-on offerings for 219,781,937 shares of our common stock, for a total of $2,195,245,000, excluding shares of our common stock issued under the DRIP. We continue to offer shares pursuant to the DRIP; however, we may terminate the DRIP at any time.
Q: Are you self-managed and what does that mean?
A: Yes, we are a self-managed company. Self-management is a corporate model based on internal management rather than external management. In general, non-traded REITs are externally managed. With external management, a REIT is dependent upon an external advisor. An externally-managed REIT typically pays significant acquisition fees, asset management fees, property management fees and other fees to its advisor. In contrast, under self-management, we are managed internally by our management team led by Scott D. Peters, our Chairman of the Board, Chief Executive Officer and President, as well as our experienced board of directors. With a self-managed REIT, outside fees to third parties are substantially reduced and performance-driven.
We are a fully integrated, self-administered, self-managed real estate investment trust, or REIT. As of June 30, 2011, we had made 78 geographically diverse acquisitions valued at approximately $2.3 billion based on purchase price, which includes 242 buildings and two other real estate-related assets. Our portfolio totals approximately 11.1 million square feet and includes 218 medical office buildings, ten hospitals, nine skilled nursing and assisted living facilities and five healthcare-related office buildings located in 25 states.
Q: What is the role of your President and Chief Executive Officer?
A: Scott D. Peters, our Chairman of the Board, Chief Executive Officer and President, was instrumental in the creation, development and implementation of our company and its investment and asset management strategies, including the development of our demographic-based investment approach. Mr. Peters has managed the acquisition of our real estate portfolio and will continue to play a vital role in the growth and success of our company. Mr. Peters manages our day-to-day operations, is directly involved in our asset management and implements our investment strategy.
Q: What is the experience of your board of directors?
A: Our board of directors has diverse and extensive knowledge and expertise in the real estate and healthcare industries. This knowledge and experience includes acquiring, financing, developing, constructing, leasing, managing and disposing of both institutional and non-institutional commercial real estate. In addition, our board of directors has extensive and broad legal, auditing and accounting experience. Our board of directors has numerous years of hands-on and executive commercial real estate experience drawn from a wide range of disciplines. Our board of directors has experienced a number of economic cycles, up and down. Such experience provides us with the capacity to understand and proactively address market changes, and to develop thoughtful investment strategies consistent with our investment objectives.
For more information regarding our board of directors, we encourage you to visit the Our Team section of our web site.
Q: Have you engaged any outside service providers?
A: Yes, we have entered into agreements with third party service providers for various services, including property management, dealer manager and investor services. We may also enter into additional service agreements with third party service providers on an as-needed basis, subject to market rates and performance standards for various services, including, without limitation, consulting, taxes and acquisition services. We customize our agreements with third party service providers to ensure that we retain effective oversight, input and control over all major decisions. All such third party services will be closely monitored on an on-going basis by our management team.
Q: Do you currently own any properties or other real estate related assets?
A: As of June 30, 2011, we had made 78 geographically diverse acquisitions valued at approximately $2.3 billion based on purchase price, which includes 242 buildings and two other real estate-related assets. Our portfolio totals approximately 11.1 million square feet and includes 218 medical office buildings, ten hospitals, nine skilled nursing and assisted living facilities and five healthcare-related office buildings located in 25 states. The aggregate purchase price of these acquisitions was $2,302,673,000. As of June 30, 2011, the average occupancy of these properties was 91%.
Q: What is your primary objective?
A: Our primary objective is to provide an attractive total risk-adjusted return for our stockholders by increasing our cash flow from operations, achieving sustainable growth in funds from operations, or FFO, and realizing long-term capital appreciation. FFO is a non-GAAP financial measure. The strategies we intend to execute to achieve this objective include:
- Hands-On Asset Management, Leasing and Property Management Oversight. Our asset management focuses on a defined growth strategy seizing on opportunities to achieve more profitable internal and external growth. Our strategy focuses on increasing rental rates and taking full advantage of our properties’ occupancies, including the following:
- obtaining post-recession rental rates on our lease rollovers and actively leasing our vacant space at a time when there is limited supply of medical office space in a recovering economy;
- leveraging and proactively managing the best property management and leasing companies in each of our geographic areas;
- improving the quality of service provided to tenants by being attentive to needs, managing expenses, and strategically investing capital;
- maintaining the high quality of our properties and building on our marketing initiative to brand our Company as the landlord of choice;
- maintaining satellite offices in markets in which we have a significant presence;
- purchasing in volume and using market expertise to continually reduce our operating costs; and
- migrating toward an in-house property management structure in geographic areas in which we have significant portfolio concentrations.
- Continued Growth through Acquisitions. We intend to grow earnings through the strategic acquisition of high-quality medical office buildings and healthcare-related facilities:
- using our demographic-based investment strategy that focuses on the age, essential needs and the geographic regions appealing to each dominant population group (seniors, the 65+ age group, boomers, those who were born between 1946 and 1964, and echo boomers, those born between 1982 and 1994);
- that produce recurring income; and
- in markets that indicate growing populations and employment base or potential limitations on additions to supply.
- Balance Sheet Flexibility. We plan to continue maintaining a low leverage strategy by maintaining a debt-to-total assets ratio of between 30%-40%. We intend to utilize our unsecured line of credit for acquisition opportunities. To effectively manage our long-term leverage strategy, we will continue to utilize both secured and unsecured debt when we determine it to be cost effective. We may also attempt to access the public equity and debt markets to repay our secured debt maturities or for future acquisition opportunities.
Our overall acquisition strategy focuses on acquiring medical office buildings and other healthcare-related facilities located on or adjacent to the campuses of nationally recognized healthcare systems in major U.S. metropolitan areas. We believe we have relationships and a proven track record of acquiring properties off-market at accretive cap rates.
Q: What is a real estate investment trust, or REIT?
A: In general, a REIT is a company that:
- combines the capital of many investors to acquire or provide financing for real estate;
- pays annual distributions to investors of at least 90.0% of its taxable income (computed without regard to the dividends paid deduction and excluding net capital gain;
- avoids the “double taxation” treatment of income that would normally result from investments in a corporation because a REIT is not generally subject to federal corporate income taxes on its net income that it distributes to stockholders; and
- allows individual investors to invest in a large-scale diversified real estate portfolio through the purchase of shares in the REIT.
Q: How do you structure the ownership and operations of your assets?
A: We own substantially all of our assets and conduct our operations through our operating partnership, Healthcare Trust of America Holdings, LP, which was organized in Delaware on April 20, 2006. We are the sole general partner of our operating partnership. Because we conduct substantially all of our operations through an operating partnership, we are organized in what is referred to as an “UPREIT” structure.
Q: What is an “UPREIT”?
A: UPREIT stands for Umbrella Partnership Real Estate Investment Trust. We use the UPREIT structure because a contribution of property directly to us is generally a taxable transaction to the contributing property owner. In this structure, a contributor of a property who desires to defer taxable gain on the transfer of his or her property may transfer the property to the partnership in exchange for limited partnership units and defer taxation of gain until the contributor later exchanges his or her limited partnership units, normally, on a one-for-one basis for shares of the common stock of the REIT. We believe that using an UPREIT structure gives us an advantage in acquiring desired properties from persons who may not otherwise sell their properties because of unfavorable tax results.
Q: May I reinvest my distributions?
A: Yes. Please see the “Description of Capital Stock — Distribution Reinvestment Plan” section of our prospectus for more information regarding our distribution reinvestment plan.
Q: If I own shares of common stock how may I later sell them?
A: Our shares of common stock are not listed for trading on any national securities exchange. As a result, if you wish to sell your shares, you may not be able to do so promptly or at all, or you may only be able to sell them at a substantial discount from the price you paid. In general, however, you may sell your shares to any buyer that meets the applicable suitability standards unless such sale would cause the buyer to own more than 9.8% of the value of our then outstanding capital stock (which includes common stock and any preferred stock we may issue) or more than 9.8% of the value or number of shares, whichever is more restrictive, of our then outstanding common stock. See the “Suitability Standards” and “Description of Capital Stock — Restriction on Ownership of Shares” section of our prospectus for further information. We have adopted a share repurchase plan, as discussed under the “Description of Capital Stock —Share Repurchase Plan” section of our prospectus, which may provide limited liquidity for some of our stockholders.
Q: Will I be notified of how my investment is doing?
A: Yes. You will receive periodic updates on the performance of your investment with us, including:
- four quarterly investment statements, which will generally include a summary of the amount you have invested, the monthly distributions declared and the amount of distributions reinvested under our distribution reinvestment plan, as applicable;
- an annual report after the end of each year; and
- an annual IRS Form 1099 after the end of each year.
Q: When will I get my detailed tax information?
A: Your Form 1099 tax information will be placed in the mail by January 31 of each year.
Q: Who can help answer my questions?
A: For questions about us contact:
16435 North Scottsdale Road, Suite 320
Scottsdale, AZ 85254
Telephone: (480) 998-3478