Stockholders' Equity and Partners' Capital

3 Months Ended

Mar. 31, 2019

Stockholders' Equity and Partners' Capital

Stockholders’ Equity and Partners’ Capital

HTALP’s operating 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 OP Unit in HTALP will receive distributions from HTALP in an amount equal to the dividend distributions paid to the holder of one share of our common stock. In addition, for each share of common stock issued or redeemed by HTA, HTALP issues or redeems a corresponding number of OP Units.

Common Stock Offerings

In December 2018, we entered into new equity distribution agreements with various sales agents with respect to our at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $500.0 million. We contemporaneously terminated our prior ATM equity distribution agreements. As of March 31, 2019, $500.0 million remained available for issuance by us under the new ATM.

Stock Repurchase Plan

During the three months ended March 31, 2019, we repurchased 345,786 shares of our common stock, at an average price of $24.65 per share, for an aggregate amount of approximately $8.5 million, pursuant to our stock repurchase plan. As of March 31, 2019, the remaining amount of common stock available for repurchase under our stock repurchase plan was approximately $224.3 million.

Common Stock Dividends

See our accompanying condensed consolidated statements of equity and condensed statements of changes in partners' capital for the dividends declared during the three months ended March 31, 2019 and 2018. On April 25, 2019, our Board of Directors announced a quarterly dividend of $0.310 per share of common stock and per OP Unit to be paid on July 11, 2019 to stockholders of record of our common stock and holders of our OP Units on July 3, 2019.

Incentive Plan

Our Incentive Plan permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors. This Plan authorizes us to grant 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 shares. As of March 31, 2019, there were 1,092,509 awards available for grant under the Plan.

Restricted Common Stock

For the three months ended March 31, 2019 and 2018, we recognized compensation expense of $3.4 million and $3.5 million, respectively. Substantially all compensation expense was recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.

As of March 31, 2019, we had $10.3 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.8 years.

The following is a summary of our restricted common stock activity as of March 31, 2019 and 2018, respectively:



	March 31, 2019				March 31, 2018
	Restricted Common Stock		Weighted Average Grant Date Fair Value		Restricted Common Stock		Weighted Average Grant Date Fair Value
Beginning balance	624,349		$	29.35	589,606		$	29.38
Granted	294,072		25.86		307,534		29.05
Vested	(291,857	)	28.46		(205,270	)	29.13
Forfeited	(1,580	)	29.31		(20,061	)	29.66
Ending balance	624,984		$	28.12	671,809		$	29.29