Per Unit Data of HTALP

9 Months Ended

Sep. 30, 2020

Per Share Data of HTA

During the nine months ended September 30, 2020, we issued approximately 1.7 million shares of our common stock under our ATM for net proceeds of approximately $50.0 million, adjusted for costs to borrow equating to a net price to us of $29.86 per share of common stock.

Additionally, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $277.5 million, with an average share price of $29.46, subject to adjustments as provided in the forward equity agreements. All four of the arrangements mature by the middle of 2021.

To account for the forward equity agreements, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward equity agreements were not liabilities as they did not embody obligations to repurchase our shares of common stock nor did they 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 agreements met the derivatives and hedging guidance scope exception to be accounted for as equity instruments and concluded that the agreements can be classified as an equity contract based on the following assessment: (i) none of the agreements’ 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 agreements from being indexed to our own common stock.

In addition, we considered the potential dilution resulting from the forward equity agreements mentioned above on our earnings per common share calculations. We use the treasury method to determine the dilution resulting from the forward equity agreements during the period of time prior to settlement. The impact to our weighted-average shares - diluted was anti-dilutive in nature and, thus, approximately 1.1 million and 0.8 million shares, respectively, were excluded from the calculation for the three and nine months ended September 30, 2020.

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 agreements are not considered a participating security and, therefore, are not included in the computation of earnings per share using the two-class method. For the three and nine months ended September 30, 2020 and 2019, 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 three and nine months ended September 30, 2020 and 2019, respectively (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Numerator:
Net (loss) income	$	(6,932)	$	(8,577)	$	25,001	$	21,722
Net loss (income) attributable to noncontrolling interests	105		114		(438)		(486)
Net (loss) income attributable to common stockholders	$	(6,827)	$	(8,463)	$	24,563	$	21,236
Denominator:
Weighted average shares outstanding - basic	218,549		205,277		217,911		205,156
Dilutive shares - OP Units convertible into common stock	—		—		3,610		3,870

Adjusted weighted average shares outstanding - diluted	218,549		205,277		221,521		209,026
Earnings per common share - basic
Net (loss) income attributable to common stockholders	$	(0.03)	$	(0.04)	$	0.11	$	0.10
Earnings per common share - diluted
Net (loss) income attributable to common stockholders	$	(0.03)	$	(0.04)	$	0.11	$	0.10

Healthcare Trust of America Holdings, LP (HTALP)

Earnings Per Share

Per Unit Data of HTALP

Additionally, we have four outstanding forward sale arrangements pursuant to forward equity agreements, with total anticipated net proceeds of $277.5 million, subject to adjustments as provided in the forward equity agreements. All four of the arrangements mature by the middle of 2021. Refer to Note 13 - Per Share Data of HTA to these condensed consolidated financial statements for a more detailed discussion related to our forward equity agreements executed in 2019 and March 2020.

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands, except per unit data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Numerator:
Net (loss) income	$	(6,932)	$	(8,577)	$	25,001	$	21,722
Net income attributable to noncontrolling interests	—		—		—		(66)
Net (loss) income attributable to common unitholders	$	(6,932)	$	(8,577)	$	25,001	$	21,656
Denominator:
Weighted average OP Units outstanding - basic	222,101		209,164		221,521		209,056
Dilutive units - OP Units convertible into common units	—		—		—		—

Adjusted weighted average units outstanding - diluted	222,101		209,164		221,521		209,056
Earnings per common unit - basic:
Net (loss) income attributable to common unitholders	$	(0.03)	$	(0.04)	$	0.11	$	0.10
Earnings per common unit - diluted:
Net (loss) income attributable to common unitholders	$	(0.03)	$	(0.04)	$	0.11	$	0.10