Stockholders' Equity and Partners' Capital

12 Months Ended

Dec. 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 us, HTALP issues or redeems a corresponding number of OP Units.

Common Stock Offerings

In June 2018, we settled a forward sale arrangement pursuant to a forward equity agreement that we entered into in October 2017, which included the sale of approximately 2.6 million shares of our common stock for net proceeds of approximately $73.8 million, adjusted for costs to borrow equating to a net price to us of $28.94 per share of common stock.

In December 2018, we entered into new equity distribution agreements with various sales agents with respect to our 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. In November 2019, we upsized this ATM offering program with an additional $750.0 million available for issuance.

During the year ended December 31, 2019, we issued approximately 11.1 million shares of our common stock under our ATM for net proceeds of approximately $323.4 million, adjusted for costs to borrow equating to a net price to us of $29.14 per share of common stock.

In the fourth quarter of 2019, we entered into three forward sale arrangements pursuant to forward equity agreements, with anticipated net proceeds of $306.2 million with maturity dates in late 2020, subject to adjustments as provided in the forward equity agreement.

As of December 31, 2019, $591.9 million remained available for issuance by us under our current ATM. Refer to Note 14 - Per Share Data of HTA to these consolidated financial statements for a more detailed discussion related to our forward equity agreements.

Stock Repurchase Plan

In August 2018, our Board of Directors approved a stock repurchase plan authorizing us to purchase up to $300.0 million of our common stock from time to time prior to the expiration thereof on June 7, 2020. During the year ended December 31, 2019, we repurchased 345,786 shares of our outstanding common stock thereunder, at an average price of $24.65 per share, pursuant to this stock repurchase plan. During the year ended December 31, 2018, we repurchased approximately 2.6 million shares of our outstanding common stock thereunder, at an average price of $26.12 per share, for an aggregate amount of approximately $67.2 million, pursuant to this stock repurchase plan. As of December 31, 2019, the remaining amount of common stock available for repurchase under the stock repurchase plan was approximately $224.3 million.

Common Stock Dividends

See our accompanying consolidated statements of equity and changes in partners’ capital for the dividends declared during the years ended December 31, 2019, 2018 and 2017. On February 13, 2020, our Board of Directors announced a quarterly dividend of $0.315 per share of common stock and per OP Unit to be paid on April 9, 2020 to stockholders of record of our common stock and holders of our OP Units on April 2, 2020.

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 December 31, 2019, there were 1,066,892 awards available for grant under the Plan.

Restricted Common Stock

The weighted average fair value of restricted common stock granted during the years ended December 31, 2019, 2018 and 2017, were $26.08, $28.65 and $29.75, respectively. The fair value of restricted common stock for which the restriction lapsed during the years ended December 31, 2019, 2018 and 2017 were $8.9 million, $7.8 million and $5.9 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, 2019, 2018 and 2017, we recognized compensation expense of $10.1 million, $9.8 million and $6.9 million respectively. Substantially all compensation expense was recorded in general and administrative expenses in the accompanying consolidated statements of operations.

As of December 31, 2019, we had $5.8 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.1 years.

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



	December 31, 2019				December 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	333,820		26.08		370,071		28.65
Vested	(341,470	)	28.51		(273,766	)	28.50
Forfeited	(15,712	)	28.19		(61,562	)	29.21
Ending balance	600,987		$	28.04	624,349		$	29.35