Stockholders' Equity and Partners' Capital

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Stockholders' Equity and Partners' Capital

Stockholders’ Equity and Partners’ Capital

HTALP’s partnership agreement provides that it will distribute cash flow 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 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 year ended December 31, 2015, HTA issued and sold 1,800,000 shares of common stock, at an average price of $25.00 per share.

In January 2016, HTA entered into a new equity distribution agreement with respect to its ATM offering program of common stock with an aggregate sales price of up to $300.0 million. HTA issued and sold thereunder approximately 3,400,000 shares of its common stock, at an average price of $27.25 per share. As of February 17, 2016, $206.8 million remained available for issuance under the ATM.

Common Stock Dividends

See our accompanying consolidated statements of equity for the dividends declared during 2015, 2014 and 2013. On February 18, 2016, HTA declared a quarterly cash dividend of $0.295 per share to be paid on April 8, 2016 to stockholders of record for its common stock on April 1, 2016.

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 December 31, 2015, there were 2,314,329 awards available for grant under the Plan.

LTIP Units

Awards under the LTIP consist of Series C units inHTALPand 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 fair value of the LTIP units for which the restrictions lapsed during 2015, 2014 and 2013 were $0.0 million, $0.3 million and $13.2 million, respectively.

For the year ended December 31, 2013, we recognized compensation expense related to LTIP awards of$3.2 million, which was recorded in listing expenses. We didnot record compensation expense related to LTIP awards for the years ended December 31, 2015 and 2014. 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

The weighted average fair value of restricted common stock granted during the years ended December 31, 2015, 2014 and 2013 was $26.52, $21.08 and $20.98, respectively. The fair value of restricted common stock for which the restriction lapsed during the years ended December 31, 2015, 2014 and 2013 were $4.6 million, $0.9 million and $1.4 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 years ended December 31, 2015 and 2014, we recognized compensation expense of $5.7 million and $4.4 million, respectively, which were recorded in general and administrative expenses in the accompanying consolidated statements of operations. 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 in the accompanying consolidated statements of operations.

As of December 31, 2015, there was $4.3 million of unrecognized compensation expense net of estimated forfeitures, which will be recognized over a remaining weighted average period of 1.3 years.

The following is a summary of our restricted common stock activity during the years ended December 31, 2015 and 2014:

	December 31, 2015				December 31, 2014
	Restricted Common Stock		Weighted Average Grant Date Fair Value		Restricted Common Stock		Weighted Average Grant Date Fair Value
Beginning balance	463,050		$	20.90	320,500		$	20.68
Granted	229,281		26.52		292,100		21.08
Vested	(176,730	)	21.48		(120,500	)	20.93
Forfeited	(27,751	)	23.03		(29,050	)	20.28
Ending Balance	487,850		$	23.13	463,050		$	20.90