Stockholders' Equity and Partners' Capital

9 Months Ended

Sep. 30, 2015

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. Dividend distributions are made such that a holder of one partnership unit in HTALP will receive distributions from HTALP in an amount equal to the dividend distributions paid to the holder of one share of HTA’s common stock. In addition, for each share of common stock issued or redeemed by HTA, HTALP issues or redeems a corresponding number of partnership units.

Common Stock Offerings

In February 2014, HTA amended the at-the-market (“ATM”) offering program of its common stock with an aggregate sales price of up to $300.0 million, primarily to add sales agents to the program. During the nine months ended September 30, 2015, HTA issued and sold 1,800,000 shares of common stock, at an average price of $25.00 per share and as of September 30, 2015, $211.6 million remained available for issuance under the ATM.

Common Stock Dividends

See our accompanying condensed consolidated statements of operations for the dividends declared during three and nine months ended September 30, 2015 and 2014. On October 27, 2015, HTA declared a quarterly cash dividend of $0.295 to be paid on January 6, 2016 to stockholders of record for its common stock on December 31, 2015.

Incentive Plan

HTA’s Amended and Restated 2006 Incentive Plan (the “Plan”) permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors. 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 5,000,000. As of September 30, 2015, there were 2,316,162 awards available for grant under the Plan.

LTIP Units

Awards under the LTIP consist of Series C units inHTALP, and were subject to the achievement of certain performance and market conditions in order to vest. Once vested, the Series C units were converted into common units ofHTALP, which may be converted into shares of HTA’s common stock. The LTIP awards were fully expensed in 2013, except for225,000units with a grant date fair value of$20.00per unit that would only vest in the event of a change in control prior to May 16, 2015. These units were forfeited in May 2015.

Restricted Common Stock

For the three and nine months ended September 30, 2015, we recognized compensation expense of $1.4 million and $4.5 million, respectively. For the three and nine months ended September 30, 2014, we recognized compensation expense of $1.0 million and $3.3 million, respectively. Compensation expense for the three and nine months ended September 30, 2015 and 2014 were recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.

As of September 30, 2015, there was $5.3 million of unrecognized compensation expense net of estimated forfeitures, which will be recognized over a remaining weighted average period of 1.4 years.

The following is a summary of the activity in our restricted common stock during 2015:

	Restricted Common Stock		Weighted Average Grant Date Fair Value
Balance as of December 31, 2014	463,050		$	20.90
Granted	221,076		26.57
Vested	(135,213	)	21.89
Forfeited	(21,378	)	22.70
Balance as of September 30, 2015	527,535		$	22.88