Stockholders' Equity and Partners' Capital

12 Months Ended

Dec. 31, 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 distributions from HTALP in an amount equal to the annual dividend distributions paid to the holder of one of HTA’s shares of common stock. 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. 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. During the year ended December 31, 2013, HTA issued and sold 21,873,013 shares of its Class A common stock, at an average price of $11.22 per share.

Stock Repurchase Plan

In August 2012, HTA’s Board of Directors authorized a stock repurchase program of$100.0 million. During theyears ended December 31, 2013 and 2012, HTA did not repurchase any shares of its Class A common stock. As of December 31, 2013,$100.0 millionof repurchase capacity remained available under the program.

Common Stock Dividends

See consolidated statements of equity for the dividends declared during 2013, 2012 and 2011. On February 17, 2014, HTA declared a quarterly cash dividend of $0.14375 per share to be paid on April 3, 2014 to stockholders of record on March 27, 2014.

Incentive Plan

HTA’s 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. 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 December 31, 2013, there were 5,101,800 awards available for grant under the Plan.

LTIP 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. The contractual term of the awards isfouryears. Once vested, the Series C units are converted into common units of HTALP, which may be converted into shares ofHTA’sClass A common stock. LTIP units were only granted in 2012 and as of December 31, 2012 all units were unvested. The fair value for the LTIP units for which the restrictions lapsed during 2013 was$13.2 million. With the assistance of our independent valuation specialists, we utilized a Monte Carlo simulation to calculate the 2012 weighted average grant date fair value of$6.25per unit using the following assumptions:

Volatility	21.25% - 22.64%
Dividend yield	5.80	%
Expected term in years	0.61 - 0.82
Risk-free rate	0.436% - 0.576%
Stock price (per share)	$9.92 - $9.97

For the years ended December 31, 2013, 2012 and 2011, we recognized compensation expense related to LTIP awards of $3.2 million, $10.4 million and $0.0 million, respectively, which was recorded in listing expenses. As of December 31, 2013, there was approximately $4.5 million of unrecognized expense associated with 450,000 units 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	(2,800	)	5.70
Balance as of December 31, 2013	516,500		$	9.43

Restricted Common Stock and Units

The weighted average fair value of restricted common stock and units granted during the years ended December 31, 2013, 2012 and 2011 was $10.49, $9.98 and $10.00, respectively. The fair value of restricted common stock and restricted common stock units for which the restriction lapsed during the years ended December 31, 2013, 2012 and 2011 was $1.4 million, $8.7 million and $1.6 million, respectively.

We recognized compensation expense, equal to the fair market value of HTA’s stock on the grant date, over the service period which is generally three to four years. For the year ended December 31, 2013, we recognized compensation expense of $2.5 million, of which $1.9 million was recorded in general and administrative expenses and $0.6 million was recorded in listing expenses. For the year ended December 31, 2012, we recognized compensation expense of $7.0 million, of which $0.8 million was recorded in general and administrative expenses, $4.7 million in listing expenses, and $1.5 million in non-traded REIT expenses. For the year ended December 31, 2011, we recognized compensation expense of $3.2 million, which was recorded in non-traded REIT expense. The expense associated with equity awards to executives and Directors prior to the listing were recorded in non-traded REIT expense as those awards were applicable to past service relative to our non-traded REIT status. The expense associated with equity awards accelerated or granted upon the listing was recorded in listing expense.

As of December 31, 2013, there was approximately $3.7 million of unrecognized compensation expense net of estimated forfeitures, which will be recognized over a remaining weighted average period of 2.1 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		10.49
Vested	(142,500	)	10.01
Forfeited	(68,500	)	10.06
Balance as of December 31, 2013	641,000		$	10.34