Per Unit Data of HTALP

12 Months Ended

Dec. 31, 2019

Per Share Data of HTA

In October 2017, we entered a forward sale arrangement pursuant to a forward equity agreement to sell approximately 2.6 million shares of our common stock through our ATM. In June 2018, we settled our forward sale arrangement for 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.

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.

To account for the forward equity agreement, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward equity agreement was not a liability as it did not embody obligations to repurchase our shares of common stock nor did it embody obligations to issue a variable number of shares for which the monetary value was predominately fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our

shares. We also evaluated whether the agreement met the derivatives and hedging guidance scope exception to be accounted for as an equity instrument and concluded that the agreement can be classified as an equity contract based on the following assessment: (i) the agreement did not exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreement from being indexed to our own common stock.

In addition, we considered the potential dilution resulting from the forward equity agreement(s) on our earnings per common share calculations. We used the treasury method to determine the dilution resulting from the forward equity agreement(s) during the period of time prior to settlement. The number of weighted-average shares outstanding used in the computation of earnings per common share for the years ended December 31, 2019 and 2018, included the effect from the assumed issuance of 21.6 million and 2.6 million shares of our common stock, respectively, pursuant to the settlement(s) of the forward equity agreement(s) at the contractual price(s), less the assumed repurchase of our common stock at the average market price using the proceeds of approximately $629.5 million and $73.8 million, respectively, adjusted for costs to borrow. For the years ended December 31, 2019 and 2018, approximately 57,000 and 330,000, respectively, weighted-average incremental shares of our common stock were excluded from the computation of our weighted-average shares - diluted, as the impact was anti-dilutive.

We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method. The resulting classes are our common stock and restricted stock. Our forward equity agreement is not considered a participating security and, therefore, is not included in the computation of earnings per share using the two-class method. For the years ended December 31, 2019, 2018 and 2017, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the years ended December 31, 2019, 2018 and 2017, respectively (in thousands, except per share data):



	Year Ended December 31,
	2019			2018			2017
Numerator:
Net income	$	30,758		$	217,626		$	65,577
Net income attributable to noncontrolling interests	(604		)	(4,163		)	(1,661		)
Net income attributable to common stockholders	$	30,154		$	213,463		$	63,916
Denominator:
Weighted average shares outstanding - basic	205,720			206,065			181,064
Dilutive shares - OP Unit convertible into common stock	3,885			3,996			4,197
Dilutive effect of forward equity sales agreement	—			—			17
Adjusted weighted average shares outstanding - diluted	209,605			210,061			185,278
Earnings per common share - basic
Net income attributable to common stockholders	$	0.15		$	1.04		$	0.35
Earnings per common share - diluted
Net income attributable to common stockholders	$	0.14		$	1.02		$	0.34

Healthcare Trust of America Holdings, LP (HTALP)

Earnings Per Share

Per Unit Data of HTALP

In October 2017, we entered a forward sale arrangement pursuant to a forward equity agreement to sell approximately 2.6 million shares of our common stock through our ATM. During the year ended December 31, 2019, we issued approximately 11.1 million shares of our common stock through our ATM.

Refer to Note 14 - Per Share Data of HTA in the accompanying notes to the consolidated financial statements for a more detailed discussion related to our forward equity agreement settled in June 2018.

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the years ended December 31, 2019, 2018 and 2017, respectively (in thousands, except per unit data):



	Year Ended December 31,
	2019			2018			2017
Numerator:
Net income	$	30,758		$	217,626		$	65,577
Net income attributable to noncontrolling interests	(66		)	(89		)	(123		)
Net income attributable to common unitholders	$	30,692		$	217,537		$	65,454
Denominator:
Weighted average units outstanding - basic	209,605			210,061			185,261
Dilutive effect of forward equity sales agreement	—			—			17
Adjusted weighted average units outstanding - diluted	209,605			210,061			185,278
Earnings per common unit - basic:
Net income attributable to common unitholders	$	0.15		$	1.04		$	0.35
Earnings per common unit - diluted:
Net income attributable to common unitholders	$	0.15		$	1.04		$	0.35