Filed Pursuant to Rule 424(b)(3)
Registration No. 333-158418

HEALTHCARE TRUST OF AMERICA, INC.

SUPPLEMENT NO. 3 DATED JUNE 17, 2010
TO THE PROSPECTUS DATED MARCH 19, 2010

     This document supplements, and should be read in conjunction with our prospectus dated March 19, 2010, as supplemented by Supplement No. 1, dated March 19, 2010, and Supplement No. 2, dated March 19, 2010, relating to our offering of up to $2,200,000,000 of shares of common stock. The purpose of this Supplement No. 3 is to disclose:

	•		the status of our offerings;
	•		a description of our current portfolio;
	•		a recent acquisition;
	•		selected financial data;
	•		our performance — funds from operations and modified funds from operations;
	•		information regarding our distributions;
	•		our property performance — net operating income;
	•		an update to our risk factors;
	•		an update on self management;
	•		certain modifications to our compensation programs; and
	•		our quarterly report on Form 10-Q for the quarter ended March 31, 2010.

Status of our Offerings

     As of March 19, 2010, we had received and accepted subscriptions in our initial public offering, or our initial offering, for 147,562,354 shares of our common stock, or $1,474,062,000, excluding shares issued pursuant to our distribution reinvestment plan. On March 19, 2010, we stopped offering shares of our common stock in our initial offering.

     We commenced our follow-on public offering of shares of our common stock, or our follow-on offering, on March 19, 2010. As of June 15, 2010, we had received and accepted subscriptions in our follow-on offering for 8,524,144 shares of our common stock, or approximately $85,202,000, excluding shares issued pursuant to our distribution reinvestment plan. As of June 15, 2010, 191,475,856 shares remained available for sale to the public pursuant to our follow-on offering, excluding shares available pursuant to our distribution reinvestment plan. We will sell shares of our common stock in our follow-on offering until the earlier of March 19, 2012, unless extended, or the date on which the maximum amount has been sold.

Our Current Portfolio

     We provide stockholders the potential for income and growth through investment in a diversified portfolio of real estate assets, focusing primarily on medical office buildings and healthcare-related facilities. During our initial

offering, we also invested to a limited extent in other quality properties that are healthcare-related. We focus primarily on income producing investments that may be located in multiple states. As of March 31, 2010, we had made 61 geographically diverse acquisitions comprising 193 buildings with approximately 8,073,000 square feet of gross leasable area, or GLA, and two real estate related assets for an aggregate purchase price of $1,606,201,000. Additionally, we purchased the remaining 20% interest in HTA-Duke Chesterfield Rehab, LLC, the JV Company that owns the Chesterfield Rehabilitation Center, an asset in which we had originally acquired an 80% interest in December 2007. Since March 31, 2010, we have acquired one medical office building for a purchase price of $40,472,000, which is discussed below under Recent Acquisitions. Each of our properties is 100% owned by our operating partnership. The tables below provide summary information regarding our properties as of March 31, 2010:

		Gross								Properties Owned
		Leasable								as a Percentage of
State		Area				Number(1)				Aggregate Purchase Price
Indiana			1,225,000				6				11.8	%
South Carolina			1,045,000				4				12.7
Texas			1,000,000				12				16.4
Arizona			986,000				6				11.5
Florida			595,000				5				6.8
Ohio			523,000				7				4.9
Georgia			505,000				7				7.1
Tennessee			321,000				3				2.6
Wisconsin			315,000				2				4.8
Missouri			249,000				2				4.7
California			242,000				3				3.2
Oklahoma			186,000				1				1.9
Maryland			164,000				2				2.6
Minnesota			155,000				2				1.1
Colorado			145,000				2				2.1
Utah			112,000				1				1.9
Pennsylvania			109,000				1				1.7
New Hampshire			70,000				1				0.9
Kansas			63,000				1				0.9
Virginia			63,000				1				0.4
Total			8,073,000								100.0	%

     The table below depicts our total portfolio square footage by region as of March 31, 2010:

		Gross
		Leasable
Region		Area
Southeast			2,466,000
Midwest			2,404,000
Southwest			1,486,000
South			1,311,000
Northeast			406,000
Total			8,073,000

     The table below describes the type of real estate properties and other real estate related assets we owned as of March 31, 2010:

		Number				Gross
		of				Leasable
Type of Investment		Investments				Area
Medical Office			49				6,758,000
Healthcare-Related Facility			7				1,004,000
Office (Healthcare-Related)			3				311,000
Other Real Estate Related Assets			2				N/A
Total			61				8,073,000

     The table below describes the average effective annual rent per square foot and the occupancy rate for each of the last five years ended December 31, 2009 and through March 31, 2010, for which we owned properties:

		December 31,																				March 31,
		2005(1)				2006(1)				2007				2008				2009				2010
Average Effective Annual Rent per Square Foot			N/A				N/A			$	18.41			$	16.87			$	17.25			$	17.13
Occupancy			N/A				N/A				88.6	%			91.3	%			90.6	%			91.3	%

     The following table presents the sensitivity of our annual base rent due to lease expirations as of March 31, 2010 for the nine months ending December 31, 2010 and for each of the next ten years and thereafter at our properties by number, square feet, percentage of leased area, annual base rent and percentage of annual rent:

										% of Leased								% of Total
										Area								Annual Rent
		Number				Total Sq. Ft.				Represented				Annual Rent				Represented
		of Leases				of Expiring				by Expiring				Under Expiring				by Expiring
		Expiring				Leases				Leases				Leases				Leases(1)
2010			175				445,900				6.0	%			9,090,000				6.1	%
2011			169				573,398				7.7				12,220,000				8.3
2012			196				635,055				8.5				12,368,000				8.4
2013			136				720,422				9.7				14,407,000				9.7
2014			122				733,882				9.9				11,936,000				8.1
2015			76				464,422				6.2				9,953,000				6.7
2016			69				491,128				6.6				9,807,000				6.6
2017			77				423,802				5.7				8,506,000				5.8
2018			62				451,690				6.1				8,722,000				5.9
2019			52				337,279				4.5				7,313,000				4.9
2020			59				254,317				3.4				5,218,000				3.5
Thereafter			57				1,911,593				25.7				38,424,000				26.0
Total			1,250				7,442,888				100	%		$	147,964,000				100	%

     As of March 31, 2010, no single tenant accounted for 10.0% or more of the GLA of our real estate properties.

     For the three months ended March 31, 2010, we had interests in twelve consolidated properties located in Texas, which accounted for 15.2% of our total rental income, interests in four consolidated properties located in South Carolina, which accounted for 15.1% of our total rental income, interests in six consolidated properties located in Arizona, which accounted for 12.2% of our total rental income, and interests in six consolidated properties located in Indiana, which accounted for 11.6% of our total rental income. This rental income is based on contractual base rent from leases in effect as of March 31, 2010. Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy.

Recent Acquisition

     Details of our property acquisition during the period from March 31, 2010 to the date of this Supplement are as follows:

Annual Rent

Date

GLA

Purchase

Mortgage

per Leased

Property

Property Location

Acquired

(Sq Ft)

Price

Debt

Occupancy

Sq Ft

Federal North

Pittsburgh, PA

4/29/2010

191,612

$

40,472,000

$

—

99.0

%

$

22.85

The Federal North Medical Office Building is Class A medical office building space located approximately one mile from Pittsburgh’s central business district and two blocks from the Allegheny General Hospital (AGH), a flagship hospital in the West Penn Allegheny Health System. The four-story, multi-tenant building is leased to nine tenants. AGH occupies or guarantees over 85% of the tenancy in the Federal North Building for a weighted average remaining lease term in excess of 10 years.

Selected Financial Data

     The following selected financial data should be read with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the notes thereto incorporated by reference into the prospectus and with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our condensed consolidated financial statements and the notes thereto included in our quarterly report on Form 10-Q which is attached as Exhibit A to this Supplement. Our historical results are not necessarily indicative of results for any future period.

     The following tables present summarized consolidated financial information including balance sheet data, statement of operations data, and statement of cash flows data in a format consistent with our consolidated financial statements.

																						April 28, 2006
		March 31,				December 31																(Date of
		2010				2009				2008				2007				2006				Inception )
BALANCE SHEET DATA:
Total assets		$	1,728,997,000			$	1,673,535,000			$	1,113,923,000			$	431,612,000			$	385,000			$	202,000
Mortgage loans payable, net			533,339,000				540,028,000				460,762,000				185,801,000				—				—
Stockholders’ equity (deficit)			1,140,197,000				1,071,317,000				599,320,000				175,590,000				(189,000	)			2,000

																						Period from
																						April 28, 2006
																						(Date of
																						Inception)
		Three Months Ended March																				Through
		31,								Year Ended December 31												December 31,
		2010				2009				2009				2008				2007				2006
STATEMENT OF OPERATIONS DATA:
Total revenues		$	45,753,000			$	29,816,000			$	129,486,000			$	80,418,000			$	17,626,000			$	—
Net loss			(482,000	)			(6,800,000	)			(24,773,000	)			(28,409,000	)			(7,674,000	)			(242,000	)

																						Period from
																						April 28, 2006
																						(Date of
																						Inception)
		Three Months Ended March																				Through
		31,								Year Ended December 31												December 31,
		2010				2009				2009				2008				2007				2006
Net loss attributable to controlling interest			(546,000	)			(6,870,000	)			(25,077,000	)			(28,448,000	)			(7,666,000	)			(242,000	)
Loss per share — basic and diluted(1):
Net loss			(0.00	)			(0.08	)			(0.22	)			(0.66	)			(0.77	)			(149.03	)
Net loss attributable to controlling interest			(0.00	)			(0.08	)			(0.22	)			(0.66	)			(0.77	)			(149.03	)
STATEMENT OF CASH FLOWS DATA:
Cash flows provided by operating activities			12,546,000				5,895,000				21,001,000				20,677,000				7,005,000				—
Cash flows used in investing activities			(155,602,000	)			(38,922,000	)			(454,855,000	)			(526,475,000	)			(385,440,000	)			—
Cash flows provided by financing activities			52,459,000				159,764,000				524,524,000				628,662,000				383,700,000				202,000
OTHER DATA:
Distributions declared			26,032,000				15,405,000				82,221,000				31,180,000				7,250,000				—
Distributions declared per share			0.18				0.18				0.73				0.73				0.70				—
Distributions paid in cash			12,838,000				7,313,000				39,499,000				14,943,000				3,323,000				—
Distributions reinvested			12,522,000				6,934,000				38,559,000				13,099,000				2,673,000				—
Funds from operations			16,714,000				6,378,000				28,314,000				8,745,000				2,124,000				(242,000	)
Modified funds from operations			20,133,000				8,453,000				48,029,000				8,757,000				2,124,000				(242,000	)
Net operating income			30,729,000				18,085,000				84,462,000				52,244,000				11,589,000				—

Our Performance — Funds From Operations and Modified Funds from Operations

     Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a measure known as Funds from Operations, or FFO, which it believes more accurately reflects the operating performance of a REIT. FFO is not equivalent to our net income or loss as determined under generally accepted accounting principles in the United States, or GAAP.

     We define FFO, a non-GAAP measure, consistent with the standards established by NAREIT. NAREIT defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property but including asset impairment write downs, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO.

     The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. The use of FFO is recommended by the REIT industry as a supplemental performance measure.

     Presentation of this information is intended to assist the reader in comparing the operating performance of different REITs, although it should be noted that not all REITs calculate FFO the same way, so comparisons with other REITs may not be meaningful. Factors that impact FFO include non cash GAAP income and expenses, one-time transition charges, timing of acquisitions, yields on cash held in accounts, income from portfolio properties and other portfolio assets, interest rates on acquisition financing and operating expenses. Furthermore, FFO is not

necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income, as an indication of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions and should be reviewed in connection with other measurements as an indication of our performance. Our FFO reporting complies with NAREIT’s policy described above.

     Changes in the accounting and reporting rules under GAAP have prompted a significant increase in the amount of non-operating items included in FFO, as defined. Therefore, we also use modified funds from operations, or MFFO, which excludes from FFO one-time transition charges and acquisition expenses, to further evaluate our operating performance. We believe that MFFO with these adjustments, like those already included in FFO, are helpful as a measure of operating performance because it excludes costs that management considers more reflective of investing activities or non-operating changes. We believe that MFFO reflects the overall operating performance of our real estate portfolio, which is not immediately apparent from reported net loss. As such, we believe MFFO, in addition to net loss and cash flows from operating activities, each as defined by GAAP, is a meaningful supplemental performance measure and is useful in understanding how our management evaluates our ongoing operating performance.

     Management considers the following items in the calculation of MFFO:

     Acquisition expenses: Prior to 2009, acquisition expenses were capitalized and have historically been added back to FFO over time through depreciation; however, beginning in 2009, acquisition expenses related to business combinations are expensed at the time of acquisition. These acquisition expenses have been and will continue to be funded from the proceeds of our offerings and not from operations. We believe by excluding expensed acquisition expenses, MFFO provides useful supplemental information that is comparable for our real estate investments.

     One-time transition charges: FFO includes one-time non-recurring charges related to the cost of our transition to self-management. These items include, but are not limited to, additional professional expenses, system conversion costs, non-recurring employment costs, transitional property management costs and duplicative fees that we were contractually required to pay to our former advisor for asset management and property management during the third quarter of 2009 after we completed our transition to self-management. Because MFFO excludes one-time costs, management believes MFFO provides useful supplemental information by focusing on the changes in our fundamental operations that will be comparable rather than on one-time, non-recurring costs.

     The following is the calculation of FFO and MFFO for each of the last four quarters ended March 31, 2010:

		Three Months Ended
						December 31,				September 30,
		March 31, 2010				2009				2009				June 30, 2009
Net loss		$	(482,000	)		$	(4,364,000	)		$	(10,074,000	)		$	(3,535,000	)
Add:
Depreciation and amortization — consolidated properties			17,311,000				14,364,000				13,287,000				12,645,000
Less:
Net (income) loss attributable to noncontrolling interest of limited partners			(64,000	)			(62,000	)			(70,000	)			(102,000	)
Depreciation and amortization related to noncontrolling interests			(51,000	)			(51,000	)			(51,000	)			(51,000	)
FFO attributable to controlling interest(3)		$	16,714,000			$	9,887,000			$	3,092,000			$	8,957,000
FFO per share — basic and diluted			0.12				0.07				0.02				0.08
Add:
Acquisition expenses(1)			3,224,000				6,897,000				5,920,000				1,680,000
One-time transition charges(2)			195,000				—				2,857,000				286,000
MFFO attributable to controlling interest(3)		$	20,133,000			$	16,783,000			$	11,869,000			$	10,923,000
MFFO per share — basic and diluted			0.14				0.12				0.10				0.10
Weighted average common shares outstanding — basic and diluted			145,335,661				135,259,514				124,336,078				106,265,880

     For the three months ended March 31, 2010, MFFO per share has been impacted by the increase in net proceeds realized from our offerings. For the three months ended March 31, 2010, we sold 10,560,001 shares of our common stock, increasing our outstanding shares by 8% compared to the fourth quarter of 2009.

Information Regarding our Distributions

     For the three months ended March 31, 2010, we paid distributions of $25,360,000 ($12,838,000 in cash and $12,522,000 in shares of our common stock pursuant to the DRIP), as compared to cash flows from operations of $12,546,000. Therefore, for the three months ended March 31, 2010, cash flow from operations covered 98% of the distributions paid in cash. Cash flows from operations were reduced by $3,224,000 for the three months ended March 31, 2010 for acquisition-related expenses. Acquisition-related expenses were previously capitalized as a part of the purchase price allocations and have historically been included in cash flows from investing activities. Excluding such acquisition-related expenses the comparable cash flows from operations for the three months ended March 31, 2010 would have been $15,770,000. From inception through March 31, 2010, we paid cumulative distributions of $137,457,000 ($70,603,000 in cash and $66,854,000 in shares of our common stock pursuant to the DRIP), as compared to cumulative cash flows from operations of $61,229,000. Comparable cumulative cash flows from operations would have totaled $80,450,000 under previous accounting rules that allowed for capitalization of acquisition-related expenses which would therefore have been included in cash flows from investing activities. The distributions paid in excess of our cash flow from operations were paid using proceeds from our offerings.

     The following presents the amount of our distributions and the source of payment of such distributions for each of the last four quarters ended March 31, 2010:

		Three Months Ended
						December 31,				September 30,
		March 31, 2010				2009				2009				June 30, 2009
Distributions paid in cash		$	12,838,000			$	12,006,000			$	11,024,000			$	9,156,000
Distributions reinvested			12,522,000				11,894,000				10,884,000				8,848,000
Total distributions		$	25,360,000			$	23,900,000			$	21,908,000			$	18,004,000
Source of distributions:
Cash flow from operations		$	12,546,000			$	5,033,000			$	1,718,000			$	8,355,000
Offering proceeds			12,814,000				18,867,000				20,190,000				9,649,000
Total sources		$	25,360,000			$	23,900,000			$	21,908,000			$	18,004,000

     For the three months ended March 31, 2010 we paid distributions of $25,360,000, $12,838,000 of which was paid in cash and $12,522,000 of which was paid in shares of our common stock pursuant to the DRIP. The $12,838,000 portion of our distributions that was paid in cash was fully covered by our FFO for the three months

ended March 31, 2010 of $16,714,000, which is net of one-time, non-recurring charges and acquisition-related expenses of $3,419,000. These adjustments are more fully described above under Funds from Operations and Modified Funds from Operations above. Excluding one-time charges and acquisition-related costs, as applicable, FFO would have been $20,133,000, which we refer to as MFFO.

Our Property Performance — Net Operating Income

     As of March 31, 2010, we had made 61 acquisitions, compared to 53 acquisitions as of December 31, 2009 and 43 acquisitions as of March 31, 2009. The aggregate occupancy for the properties remained consistent at 91% as of March 31, 2010, December 31, 2009, and March 31, 2009.

     The aggregate net operating income for the properties for the three months ended March 31, 2010 was $30,729,000, as compared to $18,085,000 for the three months ended March 31, 2009 and to $84,462,000 for the year ended December 31, 2009.

     Net operating income is a non-GAAP financial measure that is defined as net income (loss), computed in accordance with GAAP, generated from properties before interest expense, general and administrative expenses, depreciation, amortization and interest and dividend income. We believe that net operating income provides an accurate measure of the operating performance of our operating assets because net operating income excludes certain items that are not associated with management of the properties. Additionally, we believe that net operating income is a widely accepted measure of comparative operating performance in the real estate community. However, our use of the term net operating income may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount.

     To facilitate understanding of this financial measure, a reconciliation of net loss to net operating income has been provided for the three months ended March 31, 2010 and 2009, and for the year ended December 31, 2009.

		March 31,								Year Ended
		2010				2009				December 31, 2009
Net loss		$	(482,000	)		$	(6,800,000	)		$	(24,773,000	)
Add:
General and administrative			3,188,000				2,306,000				12,285,000
Acquisition expenses			3,224,000				1,499,000				15,997,000
Asset management fees			—				1,269,000				3,783,000
Depreciation and amortization			17,311,000				13,299,000				53,595,000
Interest expense			7,440,000				6,570,000				23,824,000
Noncontrolling interests			64,000				70,000				—
Less:
Interest and dividend income			(16,000	)			(128,000	)			(249,000	)
Net operating income(1)		$	30,729,000			$	18,085,000			$	84,462,000

Update to Risk Factors

          The “Risk Factors” section of the prospectus entitled “Investment Risks” is hereby supplemented by the following updated risk factor:

     We may not have sufficient cash available from operations to pay distributions, and, therefore, distributions may be paid, without limitation, with offering proceeds or borrowed funds.

          The amount of the distributions we make to our stockholders will be determined by our board of directors and is dependent on a number of factors, including funds available for payment of distributions, our financial condition, capital expenditure requirements and annual distribution requirements needed to maintain our status as a REIT. We have and may continue to use, without limitation, proceeds from the initial offering and this offering in

order to pay distributions, which reduces the amount of proceeds available for investment and operations. If we were to use borrowed funds to pay distributions it could also cause us to incur additional interest expense.

          On February 14, 2007, our board of directors approved a 7.25% per annum, or $0.725 per common share, distribution to be paid to our stockholders beginning with our February 2007 monthly distribution, which was paid in March 2007. However, we cannot guarantee the amount of distributions paid in the future, if any. If distributions are in excess of our taxable income, such distributions will result in a return of capital to our stockholders. For the three months ended March 31, 2010, we paid distributions of $25,360,000 ($12,838,000 in cash and $12,522,000 in shares of our common stock pursuant to the DRIP), as compared to cash flow from operations of $12,546,000. The $12,814,000 in total distributions paid in excess of our cash flow from operations, or 50.5%, were paid using proceeds from our offerings.

Update on Self-Management

Self Management Model: Management Team

          Our self-management model is in full force and effect with demonstrated success in acquisitions and operations. We have assembled a highly qualified and experienced management team. Our team is focused on efficiency and performance to increase stockholder value. Our management team includes Scott D. Peters, our President and Chief Executive Officer, Kellie S. Pruitt, our Chief Financial Officer, Treasurer and Secretary, and Mark Engstrom, our Executive Vice President — Acquisitions. We believe we have created an enterprise value with our self-management model and with our experienced management team and support team consisting of approximately 40 employees who are 100% dedicated to our company on a full time basis. With effective self-management in place, our company is also well situated to be able to timely exercise exit strategies aimed at increasing stockholder value and liquidity, without having to take the time to complete an internalization transaction and hire a management team or pay an internalization fee.

Appointment of Chief Financial Officer and Appointment of Assistant Secretary

          On May 20, 2010, our board of directors approved appointing Kellie S. Pruitt, our Chief Accounting Officer, as our Chief Financial Officer. Ms. Pruitt continues to serve as our Secretary and Treasurer.

          On May 20, 2010, our board of directors also appointed Katherine E. Black, our Controller, to serve as our Assistant Secretary. Ms. Black, 34, has served as our Controller since January 11, 2010. From May 2006 to January 2010, Ms. Black served as the Director of Accounting for Seton Family of Hospitals, where she was responsible for the consolidated financial statements of a growing health care system with 10 hospitals, three community clinics, multiple physician groups and four fundraising foundations. Prior to joining Seton Family of Hospitals in May 2006, Ms. Black served as a senior auditor at Deloitte & Touche LLP, from March 2003 to March 2006, where she was responsible for leading teams in financial and compliance audits of major public, private, and not-for-profit entities. She graduated from the Arizona State University where she received a B.A. degree in Religion and a Post-Baccalaureate Certificate in Accounting. Ms. Black is a Certified Public Accountant licensed in Arizona and is a member of the AICPA.

Asset Management

          Our asset management model focuses on an extensive ongoing review and proactive program for managing and enhancing our asset performance, both in the short and long term. We have instituted a number of key programs aimed at maximizing early and timely information flow, timely response and decision making. These programs are customized to our property portfolio, which is located throughout the country. We have upgraded 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. In addition, we have layered our personnel and service providers to fit the size and diversity of our assets. At the property level, we have hired experienced local property managers who understand and proactively manage the 60% of our properties that are multi-tenant properties. We have reduced the fees we pay for property management by more than 50%. We also have four in-house regional asset personnel, each of whom has primary responsibility for particular regions. They have local knowledge of the applicable markets and direct oversight of the property managers and leasing agents. Our regional asset personnel report to our Senior Vice President — Asset Management and Finance, who reports to our Chief Executive Officer. We believe this multilayered model is best suited for proactive and enhanced asset management.

          We believe this model is more efficient and more productive than having an outside advisor manage our assets and results in significantly reduced fees. Our portfolio is benefiting under our model as we have increased our occupancy to 91.3% as of March 31, 2010 compared to 90.6% as of December 31, 2009 and 90.4% as of September 30, 2009.

Acquisitions

          Our self-management model recognizes and promotes a disciplined, performance-driven acquisition strategy. Our acquisitions team is led by our Chief Executive Officer, Mr. Peters, and our Executive Vice President —Acquisitions, Mr. Engstrom, and includes three acquisition managers and experienced counsel. Our experienced Investment Committee and board of directors oversee and approve each acquisition. Over the past nine months, we have acquired over $600 million in new acquisitions, with a substantial number of credit rated tenants. These acquisitions were analyzed, structured, and negotiated by our performance-driven acquisitions team, taking advantage of our strong cash position. In a number of transactions, key transaction terms were renegotiated to greatly improve the transaction business models before closing. We believe that our performance- driven acquisitions team has added substantial value to our stockholders. The assets we have acquired since our transition to self management are comprised of 2,788,000 square feet with an average occupancy of 93.5%, of which 47.2% represented credit rated tenants. As of March 31, 2010, 33% of our leased portfolio was occupied by tenants with a credit rating of A- or better.

Finance

          We have developed a comprehensive in-house finance, treasury and accounting group of 18 employees led by our Chief Financial Officer, Secretary and Treasurer, Ms. Pruitt, and our Controller and Assistant Secretary. This group is dedicated to managing our balance sheet and maintaining our strong company fundamentals. In May 2010, we completed the third tranche of a series of long-term financing in the amount of $71,875,000 with certain life insurance companies. These long-term mortgage notes have an average interest rate of 6.17% and an average term of 7.4 years. In addition, we expect to close an additional $40,000,000 in June 2010 with an average interest rate of 5.76% and an average term of 9.85 years. We are continuing to see an improvement in our overall cost of borrowing and we expect to put quality financing in place as we continue to grow and prudently manage our balance sheet. In addition, the finance team focuses on managing the day-to-day operations and cash flows of our properties. This allows us to manage our properties efficiently and cost effectively.

Self-Management Cost Savings

          We continue to generate significant cost savings under our self-management model. For the quarter ended March 31, 2010, we would have been required to pay acquisition, asset management fees and above market property management fees of approximately $8,900,000 to our former advisor under the original advisory agreement and $5,500,000 if we were still subject to the terms of the amended advisory agreement. The cost of self-management during the first quarter of 2010 was $1,496,000. Therefore, we achieved cost savings of $7,404,000 ($8,900,000 minus $1,496,000) resulting from our self-management cost structure. Including cost savings of approximately $3,839,000 realized in 2009, total cost savings achieved since we began our transition to self-management is approximately $11,243,000.

Modifications to Compensation Programs

Modifications to Executive Officer Compensation

          The Compensation Committee of our board of directors reviews on an ongoing basis the compensation arrangements of our executive officers and employees, and our overall compensation structure. In addition, the employment agreements of our named executive officers provide that their base salary be reviewed by the Compensation Committee no less frequently than annually to ensure that compensation is adjusted to current work and performance levels. In conducting this review, the Compensation Committee took into account, among other things, the following:

	•		the successful completion of our transition to self-management;
	•		the recent commencement of this offering;
	•		the substantial level and quality of new acquisitions successfully negotiated and completed by us over the past nine months;
	•		our increasing distribution coverage;

	•		the gross cost savings of $10.8 million in 2009 and $8.9 million in the first quarter of 2010 resulting from our self-management program; and
	•		our overall financial strength and growth.

          Based on the Compensation Committee’s annual performance review and recommendation to the board of directors, on May 20, 2010, our board of directors approved certain changes to the compensation arrangements of Mr. Scott D. Peters, our President and Chief Executive Officer, and Ms. Kellie S. Pruitt, our Chief Financial Officer, Secretary and Treasurer, as discussed below.

          Base Salary. The annual base salary of Mr. Peters was adjusted from $500,000 to $750,000. The annual base salary of Ms. Pruitt was adjusted from $180,000 to $225,000. Both of these changes were effective May 20, 2010.

          Equity Grants. Mr. Peters’ employment agreement was amended to (1) increase the number of restricted shares Mr. Peters will receive on each of the first three anniversaries of the effective date of his employment agreement from 100,000 to 120,000; and (2) provide that we will pay interest at the distribution rate we pay on our shares of common stock (currently 7.25%) on Mr. Peters’ outstanding restricted cash award and any future restricted cash award(s) granted to Mr. Peters upon his election, consistent with his employment agreement. The other terms and conditions (including vesting) of the annual restricted stock and/or restricted cash award remain the same.

Adoption of Employee Retention Program

          Our board of directors approved on May 20, 2010, the adoption of an employee retention program pursuant to which we will grant our executive officers and employees restricted shares of our common stock. The purpose of this program is to maximize our ability to achieve both continued performance and a successful liquidity event in the future. To meet these objectives, we believe it is important to retain our executive officers and employees for a minimum of three years, subject to such executive officers and employees meeting our performance standards. Our board of directors and the Compensation Committee have also determined that this program is consistent with our overall goal of hiring and retaining highly qualified employees so. The program will be implemented in two stages. The first stage is aimed at our three named executive officers. The second stage will be implemented to apply to all of our employees. This program will be subject to adjustment in the future to accommodate the comprehensive compensation review being conducted by the Compensation Committee and our board of directors.

          As part of the first stage of this program, on May 24, 2010, Mr. Peters, Ms. Pruitt and Mark D. Engstrom, Executive Vice President – Acquisitions, were entitled to receive employee retention grants of 100,000, 50,000 and 50,000 shares of restricted stock, respectively. Mr. Peters elected to receive a restricted cash award in lieu of 50,000 shares. The restricted shares and the restricted cash award granted to Mr. Peters will vest in thirds on each anniversary of the grant date, provided that the grantee is employed by us on such date. The shares granted to Ms. Pruitt and Mr. Engstrom will vest 100% on the third anniversary of the grant date, provided that the grantee is employed by us on such date. All shares have been granted pursuant to our 2006 Incentive Plan, as amended. The restricted shares granted to these executive officers will become immediately vested upon the earlier occurrence of (1) the executive officer’s termination of employment by reason of his or her death or disability, (2) a change in control (as defined in the 2006 Plan) or (3) the executive officer’s termination of employment by us without cause or by the executive officer for good reason (as such terms are defined in the executive officers’ respective employment agreements).

Amendments to Independent Director Compensation Plan

          The Compensation Committee of our board of directors also recently reviewed the compensation payable to our independent directors. In conducting this review, the Compensation Committee took into account, among other things, the substantial time and effort required of our directors, the value to our company of retaining experienced directors with a history at our company, the successful completion of our transition to self-management, and our overall financial strength and growth, as well as the results of a 2008 NAREIT survey regarding director compensation and a 2009 report from Towers Perrin. On May 20, 2010, based upon the recommendation of the Compensation Committee, our board of directors approved the following amendments to our independent director compensation plan, all of which were effective May 20, 2010:

•

Annual Retainer for Committee Chairmen. The chairman of the Audit Committee will receive an annual retainer of $15,000. The chairman of each of the Compensation Committee, the Nominating and Corporate Governance Committee, the Investment Committee and the Risk Management Committee will

			receive an annual retainer of $12,500. These retainers are in addition to the annual retainer payable to all independent board members for board service.
	•		Equity Compensation. Each independent director will receive a grant of 7,500 shares of restricted common stock upon each re-election to the board.
	•		Fees for Non-Telephonic Meetings on the Same Day. Independent board members will be entitled to receive fees for non-telephonic committee meetings that occur on the same day as non-telephonic board meetings.

Comprehensive Review of Compensation Structure

          The Compensation Committee and the board of directors are conducting a comprehensive review of our compensation structure to ensure it meets our primary objective — to incentivize and reward demonstrated performance by our management and board of directors, which performance results in added value to us and our stockholders, both in the short and long term. The Compensation Committee and the board of directors as a whole recognize that an effective compensation structure is critical to our success now and in the future. A key element of the compensation review is to look at our company today as a self-managed entity and to take into account our future direction, including potential future liquidity events, consistent with the best interests of our stockholders. Our compensation structure needs to be both competitive and focused on aligning our executives and employees and performance with a fair reward system which puts the stockholders first. The Compensation Committee has engaged Towers Watson & Co., an independent compensation consultant, to assist and advise the Compensation Committee with this review. The Compensation Committee may also engage additional consultants as part of this process. After such review is completed, the Compensation Committee and our board of directors may make changes to the current compensation structure, including changes to the employee retention program discussed above.

Quarterly Report on Form 10-Q for the Period Ended March 31, 2010

     On May 17, 2010, we filed our Quarterly Report on Form 10-Q for the period ended March 31, 2010 with the Securities and Exchange Commission. This Quarterly Report (excluding the exhibits thereto) is attached as Annex A to this Supplement No. 3.

Annex A

 

 

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

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-53206

HEALTHCARE TRUST OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

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
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

     As of May 12, 2010, there were 155,772,782 shares of common stock of Healthcare Trust of America, Inc. outstanding.

 

 

Healthcare Trust of America, Inc.
(A Maryland Corporation)
TABLE OF CONTENTS

		PART I — FINANCIAL INFORMATION
Item 1.		Financial Statements			15
		Condensed Consolidated Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009 (Unaudited)			15
		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2010 and 2009 (Unaudited)			16
		Condensed Consolidated Statements of Equity for the Three Months Ended March 31, 2010 and 2009 (Unaudited)			17
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 (Unaudited)			18
		Notes to Condensed Consolidated Financial Statements (Unaudited)			19
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			40
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			52
Item 4.		Controls and Procedures			52
Item 4T.		Controls and Procedures			52
		PART II — OTHER INFORMATION
Item 1.		Legal Proceedings			53
Item 1A.		Risk Factors			53
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			53
Item 3.		Defaults Upon Senior Securities			54
Item 4.		Reserved			54
Item 5.		Other Information			54
Item 6.		Exhibits			54
Signatures					55

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

Healthcare Trust of America, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31, 2010 and December 31, 2009
(Unaudited)

		March 31, 2010				December 31, 2009
ASSETS
Real estate investments, net		$	1,258,896,000			$	1,149,789,000
Real estate notes receivable, net			55,333,000				54,763,000
Cash and cash equivalents			128,404,000				219,001,000
Accounts and other receivables, net			10,802,000				10,820,000
Restricted cash and escrow deposits			31,059,000				14,065,000
Identified intangible assets, net			221,163,000				203,222,000
Other assets, net			23,340,000				21,875,000
Total assets		$	1,728,997,000			$	1,673,535,000
LIABILITIES AND EQUITY
Liabilities:
Mortgage loans payable, net		$	533,339,000			$	540,028,000
Accounts payable and accrued liabilities			31,814,000				30,471,000
Accounts payable due to former affiliates, net			1,007,000				4,776,000
Derivative financial instruments			6,728,000				8,625,000
Security deposits, prepaid rent and other liabilities			9,206,000				7,815,000
Identified intangible liabilities, net			6,510,000				6,954,000
Total liabilities			588,604,000				598,669,000
Commitments and contingencies (Note 11)
Redeemable noncontrolling interest of limited partners			196,000				3,549,000
Stockholder’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; 151,569,390 and 140,590,686 shares issued and outstanding as of March 31, 2010 and December 31, 2009, respectively			1,515,000				1,405,000
Additional paid-in capital			1,347,043,000				1,251,996,000
Accumulated deficit			(208,361,000	)			(182,084,000	)
Total stockholders’ equity			1,140,197,000				1,071,317,000
Total liabilities and equity		$	1,728,997,000			$	1,673,535,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

Healthcare Trust of America, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2010 and 2009
(Unaudited)

		Three Months Ended March 31,
		2010				2009
Revenues:
Rental income		$	43,114,000			$	29,190,000
Interest and other income			2,639,000				626,000
Total revenues			45,753,000				29,816,000
Expenses:
Rental expenses			15,088,000				11,801,000
General and administrative expenses			3,188,000				2,306,000
Asset management fees			—				1,269,000
Acquisition expenses (Note 3)			3,224,000				1,499,000
Depreciation and amortization			17,311,000				13,299,000
Total expenses			38,811,000				30,174,000
Income (loss) before other income (expense)			6,942,000				(358,000	)
Other income (expense):
Interest expense (including amortization of deferred financing costs and debt discount):
Interest expense related to mortgage loans payable and line of credit			(9,142,000	)			(7,500,000	)
Gain on derivative financial instruments			1,702,000				930,000
Interest and dividend income			16,000				128,000
Net loss			(482,000	)			(6,800,000	)
Less: Net loss attributable to noncontrolling interest of limited partners			(64,000	)			(70,000	)
Net loss attributable to controlling interest		$	(546,000	)		$	(6,870,000	)
Net loss per share — basic and diluted		$	(0.00	)		$	(0.08	)
Weighted average number of shares outstanding — basic and diluted			145,335,661				84,672,174

The accompanying notes are an integral part of these condensed consolidated financial statements.

Healthcare Trust of America, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Three Months Ended March 31, 2010 and 2009
(Unaudited)

		Stockholders’ Equity
		Common Stock
		Number of								Additional				Accumulated				Total
		Shares				Amount				Paid-In Capital				Deficit				Equity
BALANCE — December 31, 2008			75,465,437			$	755,000			$	673,351,000			$	(74,786,000	)		$	599,320,000
Issuance of common stock			19,424,343				193,000				193,854,000				—				194,047,000
Offering costs			—				—				(19,129,000	)			—				(19,129,000	)
Amortization of nonvested share based compensation			—				—				58,000				—				58,000
Issuance of common stock under the DRIP			729,946				7,000				6,927,000				—				6,934,000
Repurchase of common stock			(136,762	)			(1,000	)			(1,309,000	)			—				(1,310,000	)
Distributions			—				—				—				(15,405,000	)			(15,405,000	)
Adjustment to redeemable noncontrolling interests			—				—				(188,000	)			—				(188,000	)
Net loss attributable to controlling interest			—				—				—				(6,870,000	)			(6,870,000	)
BALANCE — March 31, 2009			95,482,964			$	954,000			$	853,564,000			$	(97,061,000	)		$	757,457,000
BALANCE — December 31, 2009			140,590,686			$	1,405,000			$	1,251,996,000			$	(182,084,000	)		$	1,071,317,000
Issuance of common stock			10,560,001				106,000				103,830,000				—				103,936,000
Offering costs			—				—				(12,898,000	)			—				(12,898,000	)
Amortization of nonvested share based compensation			—				—				156,000				—				156,000
Issuance of common stock under the DRIP			1,318,102				13,000				12,509,000				—				12,522,000
Repurchase of common stock			(899,399	)			(9,000	)			(8,524,000	)			—				(8,533,000	)
Distributions			—				—				—				(26,032,000	)			(26,032,000	)
Adjustment to redeemable noncontrolling interests			—				—				(26,000	)			301,000				275,000
Net loss attributable to controlling interest			—				—				—				(546,000	)			(546,000	)
BALANCE — March 31, 2010			151,569,390			$	1,515,000			$	1,347,043,000			$	(208,361,000	)		$	1,140,197,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

Healthcare Trust of America, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2010 and 2009
(Unaudited)

		Three Months Ended March 31,
		2010				2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(482,000	)		$	(6,800,000	)
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)			19,880,000				12,400,000
Stock based compensation, net of forfeitures			156,000				58,000
Loss on property insurance settlements			—				(7,000	)
Bad debt expense			59,000				349,000
Change in fair value of derivative financial instruments			(1,702,000	)			(930,000	)
Changes in operating assets and liabilities:
Accounts and other receivables, net			(312,000	)			(1,731,000	)
Other assets			(3,286,000	)			(574,000	)
Accounts payable and accrued liabilities			844,000				3,911,000
Accounts payable due to affiliates, net			(3,769,000	)			(67,000	)
Security deposits, prepaid rent and other liabilities			1,158,000				(714,000	)
Net cash provided by operating activities			12,546,000				5,895,000
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of real estate investments			(133,639,000	)			(36,588,000	)
Capital expenditures			(4,828,000	)			(2,030,000	)
Restricted cash and escrow deposits			(16,994,000	)			(365,000	)
Proceeds from insurance settlement			—				61,000
Real estate deposits			(141,000	)			—
Net cash used in investing activities			(155,602,000	)			(38,922,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on mortgage loans payable			13,000,000				1,696,000
Purchase of noncontrolling interest			(3,900,000	)			—
Payments on mortgage loans payable			(26,205,000	)			(8,922,000	)
Proceeds from issuance of common stock			104,608,000				193,645,000
Debt financing costs			(994,000	)			(42,000	)
Security deposits			306,000				26,000
Repurchase of common stock			(8,533,000	)			(1,310,000	)
Payment of offering costs			(12,898,000	)			(17,929,000	)
Distributions			(12,838,000	)			(7,313,000	)
Distributions to noncontrolling interest limited partner			(87,000	)			(87,000	)
Net cash provided by financing activities			52,459,000				159,764,000
NET CHANGE IN CASH AND CASH EQUIVALENTS			(90,597,000	)			126,737,000
CASH AND CASH EQUIVALENTS — Beginning of period			219,001,000				128,331,000
CASH AND CASH EQUIVALENTS — End of period		$	128,404,000			$	255,068,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest		$	9,418,000			$	6,908,000
Income taxes		$	10,000			$	5,000
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
Investing Activities:
Accrued capital expenditures		$	2,628,000			$	1,700,000
The following represents the significant increase in certain assets and liabilities in connection with our acquisitions of real estate investments:
Mortgage loans payable, net		$	(6,357,000	)		$	—
Financing Activities:
Issuance of common stock under the DRIP		$	12,522,000			$	6,934,000
Distributions declared but not paid including stock issued under the DRIP		$	9,227,000			$	5,553,000
Accrued offering costs		$	1,384,000			$	3,118,000
Adjustment to redeemable noncontrolling interests		$	(275,000	)		$	188,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

Healthcare Trust of America, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
As of and for the Three Months Ended March 31, 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

     Healthcare Trust of America, Inc., a Maryland corporation, was incorporated on April 20, 2006. We were initially capitalized on April 28, 2006 and consider that our date of inception.

     We are a self-managed, self-advised REIT. Accordingly, we do not pay acquisition, disposition and asset management fees and we do not pay any internalization fees. Under our self-management structure, acquisitions and asset management services are performed in-house by our employees, with certain monitored services provided by third parties at market rates. Our internal management team, led by Scott D. Peters, Chief Executive Officer, manages our day-to-day operations and oversees and supervises our employees and outside service providers.

     We provide stockholders the potential for income and growth through investment in a diversified portfolio of real estate properties. We focus primarily on medical office buildings and healthcare-related facilities. We also invest to a limited extent in other real estate related assets. However, we do not presently intend to invest more than 15.0% of our total assets in such other real estate related assets. We focus primarily on investments that produce recurring income. We have qualified and elected to be taxed as a real estate investment trust, or REIT, for federal income tax purposes and we intend to continue to be taxed as a REIT. We conduct substantially all of our operations through Healthcare Trust of America Holdings, LP, or our operating partnership.

     In 2009, we implemented a customized property management structure aimed at improving property operational performance at the asset and service provider levels, including the elimination of oversight fees, and a company-directed leasing plan to optimize occupancy levels. Accordingly, we engaged nationally recognized property management groups each to manage a specific region beginning September 1, 2009 and reduced the fees we pay for property management services by more than 50%. Our property management and leasing services are overseen internally, with designated services provided by management companies selected and monitored by us. Each of the following management companies manages a specific geographic region: CB Richard Ellis, PM Realty Group, Hokanson Companies, The Plaza Companies, and Nath Companies.

     Realty Capital Securities, LLC, or RCS, an unaffiliated third party, serves as our dealer manager. RCS is registered with the Securities and Exchange Commission, or the SEC, the Financial Industry Regulatory Authority, or FINRA and all 50 states. RCS offers our securities for sale to a network of broker dealers and licensed registered representatives.

     As of March 31, 2010, we had made 61 acquisitions comprising approximately 8,073,000 square feet of gross leasable area, or GLA, for an aggregate purchase price of $1,606,201,000 which includes 193 buildings and two real estate related assets. Additionally, we purchased the remaining 20% interest in HTA-Duke Chesterfield Rehab, LLC, the JV Company that owns the Chesterfield Rehabilitation Center, an asset in which we had originally acquired an 80% interest in December 2007. As of March 31, 2010, the aggregate occupancy of these properties was 91.3%.

     On September 20, 2006, we commenced a best efforts initial public offering, or our initial offering, in which we offered up to 200,000,000 shares of our common stock for $10.00 per share and up to 21,052,632 shares of our common stock pursuant to our distribution reinvestment plan, or the DRIP, at $9.50 per share, aggregating up to $2,200,000,000. As of March 19, 2010, the date upon which our initial offering terminated, we had received and accepted subscriptions in our initial offering for 147,562,354 shares of our common stock, or $1,474,062,000, excluding shares of our common stock issued under the DRIP.

     On April 6, 2009, we filed a Registration Statement on Form S-11 with the United States Securities and Exchange Commission, or the SEC, with respect to our follow-on public offering, or our follow-on offering, of up to 221,052,632 shares of our common stock, which the SEC declared effective on March 19, 2010. Our follow-on offering includes up to 200,000,000 shares of our common stock offered for sale at $10.00 per share in our primary offering and up to 21,052,632 shares of our common stock offered for sale pursuant to the DRIP at $9.50 per share. As of March 31, 2010, we have received and accepted subscriptions in our follow-on offering for 82,021 shares of our common stock, or $819,000, excluding shares of our common stock issued under the DRIP.

     Our principal executive offices are located at 16427 N. Scottsdale Road, Suite 440, Scottsdale, Arizona, 85254 and the telephone number is (480) 998-3478. For investor services, please contact DST Systems, Inc. by telephone at (888) 801-0107.

2. Summary of Significant Accounting Policies

     The summary of significant accounting policies presented below is designed to assist in understanding our interim condensed consolidated financial statements. Such interim condensed consolidated financial statements and the accompanying notes thereto are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing our accompanying interim condensed consolidated financial statements.

Basis of Presentation

     Our accompanying interim condensed consolidated financial statements include our accounts and those of our operating partnership, the wholly-owned subsidiaries of our operating partnership and any variable interest entities, as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 810, Consolidation (“ASC 810”). All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. We operate in an umbrella partnership REIT structure in which wholly-owned subsidiaries of our operating partnership own all of the properties acquired on our behalf. We are the sole general partner of our operating partnership and as of March 31, 2010 and December 31, 2009, we owned greater than a 99.99% general partnership interest in our operating partnership. Our former advisor is a limited partner of our operating partnership and as of March 31, 2010 and December 31, 2009, owned less than a 0.01% limited partnership interest in our operating partnership. Our former advisor may be entitled to certain subordinated distribution rights under the partnership agreement for our operating partnership, subject to a number of conditions. Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our consolidated financial statements. All intercompany accounts and transactions are eliminated in consolidation.

     Certain amounts presented in the statement of operations for the quarter ended March 31, 2009 have been reclassified to conform to the presentation for the quarter ended March 31, 2010. In our previously issued statement of operations for the quarter ended March 31, 2009, asset management fees of $1,269,000 and acquisition expenses of $1,499,000 were included within general and administrative expenses of $5,074,000.

Interim Unaudited Financial Data

     Our accompanying interim condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying interim condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying interim condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable. Our accompanying interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2009 Annual Report on Form 10-K, as filed with the SEC on March 16, 2010.

Cash and Cash Equivalents

     Cash and cash equivalents consist of highly liquid investments with a maturity of three months or less when purchased.

Segment Disclosure

     ASC 280, Segment Reporting (“ASC 280”) establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. We have determined that we have one reportable segment, with activities related to investing in medical office buildings, healthcare-related facilities, commercial office properties and other real estate related assets. Our investments in real estate and other real estate related assets are geographically diversified and our chief operating decision maker evaluates operating performance on an individual asset level. As each of our assets has similar economic characteristics, tenants, and products and services, our assets have been aggregated into one reportable segment.

Recently Issued Accounting Pronouncements

     Below are the recently issued accounting pronouncements and our evaluation of the impact of such pronouncements.

     Consolidation Pronouncements

     In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) codified primarily in ASC 810-10, Consolidation — Overall (“ASC 810-10”), which modifies how a company determines when an entity that is a VIE should be consolidated. This guidance clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. It also requires an ongoing reassessment of whether a company is the primary beneficiary of a VIE, and it requires additional disclosures about a company’s involvement in VIEs and any significant changes in risk exposure due to that involvement. This guidance became effective for us on January 1, 2010. The adoption of this pronouncement did not have a material impact on our consolidated financial statements.

     Fair Value Pronouncements

     In August 2009, the FASB issued Accounting Standards Update 2009-05, Fair Value Measurements and Disclosures (“ASU 2009-05”), which provides alternatives to measuring the fair value of liabilities when a quoted price for an identical liability traded in an active market does not exist. The alternatives include using either (1) a valuation technique that uses quoted prices for identical or similar liabilities or (2) another valuation technique, such as a present value technique or a technique that is based on the amount paid or received by the reporting entity to transfer an identical liability. The amended guidance became effective for us beginning October 1, 2009. The adoption of this ASU has not had a material impact on our consolidated financial statements.

     In January 2010, the FASB issued Accounting Standards Update 2010-06, Fair Value Measurements and Disclosures (Topic 820), (“ASU 2010-06”), which provides amendments to Subtopic 820-10 that require new disclosures and that clarify existing disclosures in order to increase transparency in financial reporting with regard to recurring and nonrecurring fair value measurements. ASU 2010-06 requires new disclosures with respect to the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and the reasons for those transfers, as well as separate presentation about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements using significant unobservable inputs (Level 3). In addition, the Update provides amendments that clarify existing disclosures, requiring a reporting entity to provide fair value measurement disclosures for each class of assets and liabilities as well as disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3. Finally, the ASU amends guidance on employers’ disclosures about postretirement benefit plan assets under ASC 715 to require that disclosures be provided by classes of assets instead of by major categories of assets. ASU 2010-06 is effective for the interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. Accordingly, this Update became effective for us on January 1, 2010 (except for the Level 3 activity disclosures, which will become effective for us on January 1, 2011). The adoption of ASU 2010-06 has not had a material impact on our consolidated financial statements.

      Equity Pronouncements

     In January 2010, the FASB issued Accounting Standards Update 2010-01, Accounting for Distributions to Shareholders with Components of Stock and Cash (“ASU 2010-01”), the objective of which was to address the diversity in practice related to the accounting for a distribution to shareholders that offers them the ability to elect to receive their entire distribution in cash or shares of equivalent value with a potential limitation on the total amount of cash that shareholders can elect to receive in the aggregate. The Update clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or shares with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share (EPS) prospectively. The amended guidance became effective for us December 31, 2009. The adoption of this pronouncement did not have a material impact on our consolidated financial statements.

3. Real Estate Investments

     Our investments in our consolidated properties consisted of the following as of March 31, 2010 and December 31, 2009:

		March 31, 2010				December 31, 2009
Land		$	131,315,000			$	122,972,000
Building and improvements			1,194,994,000				1,083,496,000
Furniture and equipment			10,000				10,000
			1,326,319,000				1,206,478,000
Less: accumulated depreciation			(67,423,000	)			(56,689,000	)
		$	1,258,896,000			$	1,149,789,000

     Depreciation expense for the three months ended March 31, 2010 and 2009 was $10,714,000 and $7,528,000, respectively.

     During the three months ended March 31, 2010, we completed the acquisition of eight properties, as well as of the remaining 20.0% interest in HTA-Duke Chesterfield, Rehab, LLC, the Joint Venture Company that owns Chesterfield Rehabilitation Center. Our original 80.0% interest was acquired on December 20, 2007. On March 24, 2010, our subsidiary exercised its call option to buy, for $3,900,000, 100% of the interest owned by its joint venture partner, BD St. Louis, in the JV Company. As a result of the closing of this purchase on March 24, 2010, as of March 31, 2010, we own a 100% interest in the Chesterfield Rehabilitation Center. See Note 13, Redeemable Noncontrolling Interest of Limited Partners, for additional information related to this purchase. The aggregate purchase price of the properties and joint venture interest was $145,890,000. Acquisitions completed during the three months ended March 31, 2010 are set forth below:

														Mortgage
				Date		Ownership				Purchase				Loan
Property		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				6,602,000
Sugarland		Houston, TX		3/23/10			100	%			12,400,000				—
Deaconess (Evansville)		Evansville, IN		3/23/10			100	%			45,257,000				—
Chesterfield: Remaining 20% Interest (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				—
Total										$	145,890,000			$	6,602,000

4. Real Estate Notes Receivable, Net

     Real estate notes receivable, net consisted of the following as of March 31, 2010 and December 31, 2009:

Property Name
Location of Property		Property Type		Interest Rate				Maturity Date		March 31, 2010				December 31, 2009
MacNeal Hospital Medical Office Building Berwyn, Illinois		Medical Office Building			5.95	%(1)		11/01/11		$	7,500,000			$	7,500,000
MacNeal Hospital Medical Office Building Berwyn, Illinois		Medical Office Building			5.95	%(1)		11/01/11			7,500,000				7,500,000
St. Luke’s Medical Office Building Phoenix, Arizona		Medical Office Building			5.85	%(2)		11/01/11			3,750,000				3,750,000
St. Luke’s Medical Office Building Phoenix, Arizona		Medical Office Building			5.85	%(2)		11/01/11			1,250,000				1,250,000
Rush Presbyterian Medical Office Building Oak Park, Illinois(4)		Medical Office Building			7.76	%(3)		12/01/14			41,150,000				41,150,000
Total real estate note receivable											61,150,000				61,150,000
Add: Note receivable closing costs, net											719,000				788,000
Less: discount, net											(6,536,000	)			(7,175,000	)
Real estate notes receivable, net										$	55,333,000			$	54,763,000

The discount is amortized on a straight-line basis over the respective life of each note.

5. Identified Intangible Assets, Net

     Identified intangible assets consisted of the following as of March 31, 2010 and December 31, 2009:

		March 31, 2010				December 31, 2009
In place leases, net of accumulated amortization of $29,575,000 and $25,452,000 as of March 31, 2010 and December 31, 2009, respectively (with a weighted average remaining life of 96 months and 95 months as of March 31, 2010 and December 31, 2009, respectively)		$	87,913,000			$	80,577,000
Above market leases, net of accumulated amortization of $3,834,000 and $3,233,000 as of March 31, 2010 and December 31, 2009, respectively (with a weighted average remaining life of 87 months and 87 months as of March 31, 2010 and December 31, 2009, respectively)			14,762,000				11,831,000
Tenant relationships, net of accumulated amortization of $15,933,000 and $13,598,000 as of March 31, 2010 and December 31, 2009, respectively (with a weighted average remaining life of 158 months and 150 months as of March 31, 2010 and December 31, 2009, respectively)			97,551,000				89,610,000
Leasehold interests, net of accumulated amortization of $180,000 and $103,000 as of March 31, 2010 and December 31, 2009, respectively (with a weighted average remaining life of 870 months and 899 months as of March 31, 2010 and December 31, 2009, respectively)			20,937,000				21,204,000
		$	221,163,000			$	203,222,000

     Amortization expense recorded on the identified intangible assets for the three months ended March 31, 2010 and 2009 was $7,129,000 and $6,612,000, respectively, which included $601,000 and $484,000, respectively, of amortization recorded against rental income for above market leases and $77,000 and $13,000, respectively, of amortization recorded against rental expenses for leasehold interests in our accompanying condensed consolidated statements of operations.

6. Other Assets, Net

     Other assets, net, consisted of the following as of March 31, 2010 and December 31, 2009:

		March 31, 2010				December 31, 2009
Deferred financing costs, net of accumulated amortization of $3,820,000 and $3,346,000 as of March 31, 2010 and December 31, 2009, respectively		$	3,187,000			$	3,281,000
Lease commissions, net of accumulated amortization of $573,000 and $427,000 as of March 31, 2010 and December 31, 2009, respectively			3,607,000				3,061,000
Lease inducements, net of accumulated amortization of $333,000 and $280,000 as of March 31, 2010 and December 31, 2009, respectively			1,046,000				1,215,000
Deferred rent receivable			11,636,000				9,380,000
Prepaid expenses, deposits and other			3,864,000				4,938,000
		$	23,340,000			$	21,875,000

     Amortization and depreciation expense recorded on deferred financing costs, lease commissions, lease inducements and other assets for the three months ended March 31, 2010 and 2009 was $797,000 and $542,000, respectively, of which $481,000 and $465,000, respectively, of amortization was recorded against interest expense for deferred financing costs and $169,000 and $24,000, respectively, of amortization was recorded against rental income for lease inducements in our accompanying condensed consolidated statements of operations.

7. Mortgage Loans Payable, Net

     Mortgage loans payable were $535,858,000 ($533,339,000, net of discount) and $542,462,000 ($540,028,000, net of discount) as of March 31, 2010 and December 31, 2009, respectively. As of March 31, 2010, we had fixed and variable rate mortgage loans with effective interest rates ranging from 1.60% to 12.75% per annum and a weighted average effective interest rate of 3.99% per annum. As of March 31, 2010, we had $228,861,000 ($226,342,000, net of discount) of fixed rate debt, or 42.7% of mortgage loans payable, at a weighted average interest rate of 5.99% per annum, and $306,997,000 of variable rate debt, or 57.3% of mortgage loans payable, at a weighted average interest rate of 2.50% per annum. As of December 31, 2009, we had fixed and variable rate mortgage loans with effective interest rates ranging from 1.58% to 12.75% per annum and a weighted average effective interest rate of 3.94% per annum. As of December 31, 2009, we had $209,858,000 ($207,424,000 net of discount) of fixed rate debt, or 38.7% of mortgage loans payable, at a weighted average interest rate of 5.99% per annum, and $332,604,000 of variable rate debt, or 61.3% of mortgage loans payable, at a weighted average interest rate of 2.65% per annum. All of our mortgage loans payable were collateralized by our investment properties at March 31, 2010 and December 31, 2009.

     We are required by the terms of the applicable loan documents to meet certain financial covenants, such as debt service coverage ratios, rent coverage ratios and reporting requirements. As of December 31, 2009, we were in compliance with all such covenants and requirements on $457,262,000 of our mortgage loans payable and were making appropriate adjustments to comply with such covenants on $85,200,000 of our mortgage loans payable by depositing $22,676,000 into a restricted collateral account. As of March 31, 2010, we believe that we were in compliance with all such covenants and requirements on $450,658,000 of our mortgage loans payable. The $22,676,000 deposited within the restricted collateral account in order to comply with covenants on our remaining $85,200,000 balance of mortgage loans payable remains in that restricted account as of March 31, 2010.

     Mortgage loans payable consisted of the following as of March 31, 2010 and December 31, 2009:

		Interest				Maturity
Property		Rate				Date				March 31, 2010				December 31, 2009 (c)
Fixed Rate Debt:
Southpointe Office Parke and Epler Parke I			6.11	%			09/01/16			$	9,146,000			$	9,146,000
Crawfordsville Medical Office Park and Athens Surgery Center			6.12	%			10/01/16				4,264,000				4,264,000
The Gallery Professional Building			5.76	%			03/01/17				6,000,000				6,000,000
Lenox Office Park, Building G			5.88	%			02/01/17				12,000,000				12,000,000
Commons V Medical Office Building			5.54	%			06/11/17				9,774,000				9,809,000
Yorktown Medical Center and Shakerag Medical Center			5.52	%			05/11/17				13,530,000				13,530,000
Thunderbird Medical Plaza			5.67	%			06/11/17				13,871,000				13,917,000
Gwinnett Professional Center			5.88	%			01/01/14				5,483,000				5,509,000
Northmeadow Medical Center			5.99	%			12/01/14				7,667,000				7,706,000
Medical Portfolio 2			5.91	%			07/01/13				14,171,000				14,222,000
Renaissance Medical Centre			5.38	%			09/01/15				18,682,000				18,767,000
Renaissance Medical Centre			12.75	%			09/01/15				1,241,000				1,242,000
Medical Portfolio 4			5.50	%			06/01/19				6,554,000				6,586,000
Medical Portfolio 4			6.18	%			06/01/19				1,676,000				1,684,000
Marietta Health Park			5.11	%			11/01/15				7,200,000				7,200,000
Hampden Place			5.98	%			1/1/2012				8,709,000				8,785,000
Greenville-Patewood			6.18	%			1/1/2016				35,931,000				36,000,000
Greenville — Greer			6.00	%			02/01/17				8,492,000				—
Greenville — Memorial			6.00	%			02/01/17				4,496,000				—
Sun City-Note B			6.54	%			9/1/2014				14,947,000				14,997,000
Sun City-Note C			6.50	%			9/1/2014				4,482,000				4,509,000
Sun City Note D			6.98	%			9/1/2014				13,943,000				13,985,000
King Street			5.88	%			03/05/17				6,602,000				—
Total fixed rate debt											228,861,000				209,858,000
Variable Rate Debt:
Senior Care Portfolio 1			4.75	%(a)			03/31/10				—				24,800,000
1 and 4 Market Exchange			1.60	%(a)			09/30/10				14,500,000	(b)			14,500,000
East Florida Senior Care Portfolio			1.65	%(a)			10/01/10				29,334,000	(b)			29,451,000
Kokomo Medical Office Park			1.65	%(a)			11/30/10				8,300,000	(b)			8,300,000
Chesterfield Rehabilitation Center			1.90	%(a)			12/30/10				22,000,000	(b)			22,000,000
Park Place Office Park			1.80	%(a)			12/31/10				10,943,000	(b)			10,943,000
Highlands Ranch Medical Plaza			1.80	%(a)			12/31/10				8,853,000	(b)			8,853,000
Medical Portfolio 1			1.93	%(a)			02/28/11				20,240,000	(b)			20,460,000
Fort Road Medical Building			1.90	%(a)			03/06/11				5,800,000	(b)			5,800,000
Medical Portfolio 3			2.50	%(a)			06/26/11				58,000,000	(b)			58,000,000
SouthCrest Medical Plaza			2.45	%(a)			06/30/11				12,870,000	(b)			12,870,000
Wachovia Pool Loans(d)			4.65	%(a)			06/30/11				49,415,000	(b)			49,696,000
Cypress Station Medical Office Building			2.00	%(a)			09/01/11				7,107,000	(b)			7,131,000
Medical Portfolio 4			2.40	%(a)			09/24/11				21,400,000	(b)			21,400,000
Decatur Medical Plaza			2.25	%(a)			09/26/11				7,900,000	(b)			7,900,000
Mountain Empire Portfolio			2.35	%(a)			09/28/11				18,763,000	(b)			18,882,000
Sun City-Sun 1			1.75	%(a)			12/31/14				2,000,000	(b)			2,000,000