Stockholders' Equity and Partners' Capital

9 Months Ended

Sep. 30, 2013

Equity [Abstract]

Stockholders' Equity and Partners' Capital

Stockholders’ Equity and Partners’ Capital

HTALP’s partnership agreement provides that it will distribute cash flows from operations and net sale proceeds to its partners in accordance with their overall ownership interests at such times and in such amounts as the general partner determines. Except for certain LTIP units that have not vested, dividend distributions are made such that a holder of one unit will receive annual dividend distributions from HTALP in an amount equal to the annual dividends paid to the holder of one of HTA’s shares. In addition, for each share of common stock issued or redeemed by HTA, HTALP issues or redeems a corresponding number of units.

Common Stock Offerings

On January 7, 2013, HTA commenced an equity at-the-market, or ATM, offering of its Class A common stock with an aggregate sales price of up to $250.0 million. During the nine months ended September 30, 2013, HTA issued and sold 20,707,113 shares, at an average price of $11.24 per share. On November 1, 2013, HTA terminated this ATM offering and commenced a new ATM offering of its Class A common stock with an aggregate sales price of up to $300.0 million.

Common Stock Dividends

The following are the cash dividends declared by HTA on all Class A and B common stock during 2013:

Declaration Date	Record Date	Amount Per Share		Payment Date
January 18, 2013	March 29, 2013	$	0.14375	April 4, 2013
April 26, 2013	June 27, 2013	0.14375		July 3, 2013
August 1, 2013	September 27, 2013	0.14375		October 4, 2013
November 4, 2013	December 27, 2013	0.14375		January 3, 2014

Incentive Plan

Our Amended and Restated 2006 Plan, or the Plan, permits the grant of incentive awards to our employees, officers, non-employee directors, and consultants as selected by our Board of Directors or the Compensation Committee. The Plan authorizes the granting of awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; other stock-based awards, including units in HTALP; and cash-based awards. The service period is generally three or four years. Subject to adjustment as provided in the Plan, the aggregate number of awards reserved and available for issuance under the Plan is 10,000,000. As of September 30, 2013, there were 5,096,100 awards available for grant under the Plan.

Long Term Incentive Program of OP Units

Awards under the LTIP consist of Series C units in HTALP, and are subject to the achievement of certain performance and market conditions in order to vest. Once vested, the Series C units are converted into common units of HTALP, which may be converted into shares ofHTA’scommon stock.

For thethree and nine months ended September 30, 2013, we recognized compensation expense related to LTIP awards of$0.0 million and $3.1 million, respectively, which was recorded in listing expenses. For thethree and nine months ended September 30, 2012, we recognized compensation expense related to LTIP awards of$4.5 millionand$5.9 million, respectively, which was recorded in listing expenses. As ofSeptember 30, 2013, there was approximately$4.5 millionof unrecognized expense associated with450,000units that will only vest as a result of a change in control. We will not recognize any expense associated with these units until such event occurs or is probable.

The following is a summary of the activity in our LTIP units during 2013:

	LTIP Units		Weighted Average Grant Date Fair Value
Balance as of December 31, 2012	2,900,000		$	6.25
Granted	—		—
Vested	(2,380,700	)	5.56
Forfeited	(2,100	)	5.62
Balance as of September 30, 2013	517,200		$	9.42

Restricted Common Stock

For the three months ended September 30, 2013, we recognized compensation expense of $0.5 million, which was recorded in general and administrative expenses. For the nine months ended September 30, 2013, we recognized compensation expense of $2.0 million, of which $1.4 million was recorded in general and administrative expenses and $0.6 million was recorded in listing expenses. For the three months ended September 30, 2012, we recognized compensation expense of $0.2 million, which was recorded in general and administrative expenses. For the nine months ended September 30, 2012, we recognized compensation expense of $6.4 million, of which $0.2 million was recorded in general and administrative expenses, $4.7 million was recorded in listing expenses, and $1.5 million was recorded in non-traded REIT expenses.

As of September 30, 2013, there was approximately $4.2 million of unrecognized compensation expense net of estimated forfeitures, related to nonvested shares of restricted common stock which will be recognized over a remaining weighted average period of 2.3 years.

The following is a summary of the activity in our restricted common stock during 2013:

	Restricted Common Stock		Weighted Average Grant Date Fair Value
Balance as of December 31, 2012	376,500		$	9.98
Granted	475,500		10.56
Vested	(92,500	)	10.10
Forfeited	(63,500	)	10.00
Balance as of September 30, 2013	696,000		$	10.35