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Item 5. Market for Registrant’s Common Equity

2023-03-01 compared with 2022-03-01 · 47 added, 100 removed, 2 unchanged (99% of the section changed)

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

HTA has common stock and is reported on the NYSE under the trading symbol “HTA”.

There is no established market for trading HTALP’s OP Units.

In accordance with the terms of HTALP’s partnership agreement, the dividend HTA pays to its stockholders is equal to the amount of distributions it receives from HTALP.

Please refer to Liquidity and Capital Resources - Dividends within Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations for more information relating to our dividend policy.

As of February 22, 2022, HTA had 1,908 stockholders of record.

Shares of the Company’s common stock are traded under the symbol “HR.” At December 31, 2022, there were 2,457 stockholders of record.

Future dividends will be declared and paid at the discretion of the Board of Directors.

The Company’s ability to pay dividends is dependent upon its ability to generate funds from operations and cash flows, and to make accretive new investments.

Equity Compensation Plan Information

The following table provides information as of December 31, 2022 about the Company’s common stock that may be issued as restricted stock and upon the exercise of options, warrants and rights under all of the Company’s existing compensation plans, including the Amended and Restated 2006 Incentive Plan.

PLAN CATEGORY NUMBER OF SECURITIES

upon exercise of outstanding options, warrants, and rights 1

WEIGHTED AVERAGE EXERCISE PRICE

of outstanding options, warrants, and rights 1

NUMBER OF SECURITIES REMAINING AVAILABLE

for future issuance under equity

compensation plans (excluding

securities reflected in the first column)

Equity compensation plans approved by security holders 340,976 — 9,214,187

Equity compensation plans not approved by security holders — — —

Total 340,976 — 9,214,187

1 The outstanding options relate only to Legacy HR's 2000 Employee Stock Purchase Plan (the "Legacy HR Employee Stock Purchase Plan"), which was terminated in November 2022.

No new options will be issued under the Legacy HR Employee Stock Purchase Plan and existing options will expire in March 2024.

The Company is unable to ascertain with specificity the number of securities to be issued upon exercise of outstanding rights under the Legacy HR Employee Stock Purchase Plan or the weighted average exercise price of outstanding rights under that plan.

The Legacy HR Employee Stock Purchase Plan provides that shares of common stock may be purchased at a per share price equal to 85% of the fair market value of the common stock at the beginning of the offering period or a purchase date applicable to such offering period, whichever is lower.

Issuer Purchases of Equity Securities

During the year ended December 31, 2022, the Company withheld and canceled shares of Company common stock to satisfy employee tax withholding obligations payable upon the vesting of non-vested shares, as follows:

PERIOD TOTAL NUMBER OF SHARES PURCHASED AVERAGE PRICE PAID

per share TOTAL NUMBER OF SHARES purchased as part of publicly announced plans or programs MAXIMUM NUMBER OF SHARES

that may yet be purchased

under the plans or programs

January 1 - January 31 — $ — — —

February 1 - February 28 6,727 30.67 — —

March 1 - March 31 — — — —

April 1 - April 30 — — — —

May 1 - May 31 — — — —

June 1 - June 30 — — — —

July 1 - July 31 — — — —

August 1 - August 31 — — — —

September 1 - September 30 2,018 24.14 — —

October 1 - October 31 — — — —

November 1 - November 30 — — — —

December 1 - December 31 129,147 19.37 — —

Total 137,892

Authorization to Repurchase Common Stock

On August 2, 2022, the Company’s Board of Directors authorized the repurchase of up to $500 million of outstanding shares of the Company’s common stock either in the open market or through privately negotiated transactions, subject to market conditions, regulatory constraints, and other customary conditions.

The Company is not obligated under this authorization to repurchase any specific number of shares.

This authorization supersedes all previous stock repurchase authorizations.

As of the date of this report, the Company has not repurchased any shares of its common stock under this authorization.

Stock Performance Graph

The graph below compares the cumulative returns of HTA, US REIT (RMS) Index, S&P 500 Index and Dow Jones U.S.

Real Estate Health Care Index from the date of our listing on the NYSE on June 6, 2012 through December 31, 2021.

All periods prior to 2015 have been adjusted retroactively to reflect the reverse stock split effective December 15, 2014.

The total returns assume dividends are reinvested.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the three months ended December 31, 2021, we repurchased shares of our common stock as follows:

Period Total Number of

Shares Purchased (1) (2)

Average Price

Paid per Share (1) (2)

Total Number of

Shares Purchased

Publicly Announced

Plan or Program Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs

October 1, 2021 to October 31, 2021 97 $ 32.96 — —

November 1, 2021 to November 30, 2021 506 33.39 — —

December 1, 2021 to December 31, 2021 160 33.25 — —

(1) Purchases represent shares of common stock withheld by us to satisfy withholding obligations on the vesting of restricted shares.

The price paid per share was the then applicable closing price of our common stock on the NYSE.

(2) For each share of common stock redeemed by HTA, HTALP redeems a corresponding number of OP Units in the HTALP operating partnership.

Therefore, the OP Units in the HTALP operating partnership repurchased by HTALP are the same as the shares of common stock repurchased by HTA as shown above.

Securities Authorized for Issuance under Equity Compensation Plans

The Amended and Restated 2006 Incentive Plan (the “Plan”) authorizes the granting of awards in any of the following forms:

stock appreciation rights;

restricted stock;

restricted or deferred stock units;

performance awards;

dividend equivalents;

other stock-based awards, including units in operating partnership;

and cash-based awards.

Subject to adjustment as provided in the Plan, the aggregate number of shares of our common stock reserved and available for issuance pursuant to awards granted under the Plan is 9,804,333.

Recent Sales of Unregistered Securities, Use of Proceeds from Registered Securities Paid

Selected Financial Data

The following should be read with Item 1A - Risk Factors, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, our accompanying consolidated financial statements and the notes thereto, as acquisitions, changes in accounting policies and other items impact the comparability of our financial data.

Our historical results are not necessarily indicative of results for any future period.

Healthcare Trust of America, Inc.

Year Ended December 31,

(In thousands, except per share data) 2021 2020 2019 2018 2017

Balance Sheet Data as of December 31:

Real estate investments, net $ 6,167,829 $ 6,110,165 $ 6,045,801 $ 5,665,621 $ 5,947,874

Total assets 6,889,689 6,790,692 6,638,749 6,188,476 6,449,582

Debt 3,028,122 3,026,999 2,749,775 2,541,232 2,781,031

Non-controlling interests 86,712 60,680 72,635 78,890 84,666

Total equity 3,344,316 3,234,919 3,430,644 3,334,914 3,363,448

Statement of Operations Data:

Total revenues $ 767,073 $ 738,965 $ 692,040 $ 696,426 $ 613,990

Rental expenses 236,850 226,859 211,479 220,617 192,147

Net income attributable to common stockholders 98,016 52,618 30,154 213,463 63,916

Net income attributable to common stockholders per share - basic

0.45 0.24 0.15 1.04 0.35

Net income attributable to common stockholders per share - diluted

0.44 0.24 0.14 1.02 0.34

Statement of Cash Flows Data:

Cash flows provided by operating activities $ 385,616 $ 387,962 $ 340,394 $ 337,396 $ 307,543

Cash flows (used in) provided by investing activities (399,855) (319,260) (667,289) 176,309 (2,455,096)

Cash flows (used in) provided by financing activities (47,457) 12,447 230,981 (498,735) 2,241,068

Dividends declared to stockholders $ 286,040 $ 277,626 $ 260,593 $ 253,699 $ 227,024

Dividends declared per share 1.29 1.27 1.25 1.23 1.21

Dividends paid in cash to stockholders 281,820 275,816 256,117 252,651 207,087

FFO attributable to common stockholders (1)

386,386 344,699 319,738 335,565 284,226

Normalized FFO attributable to common stockholders (1)

391,810 379,311 344,272 340,400 301,957

530,223 512,106 480,561 475,809 421,843

(1) For additional information on FFO and Normalized FFO, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common stockholders and an explanation of why we present these non-GAAP financial measures.

(2) For additional information on NOI, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common stockholders and an explanation of why we present this non-GAAP financial measure.

Healthcare Trust of America Holdings, LP

Year Ended December 31,

(In thousands, except per unit data) 2021 2020 2019 2018 2017

Balance Sheet Data as of December 31:

Real estate investments, net $ 6,167,829 $ 6,110,165 $ 6,045,801 $ 5,665,621 $ 5,947,874

Total assets 6,889,689 6,790,692 6,638,749 6,188,476 6,449,582

Debt 3,028,122 3,026,999 2,749,775 2,541,232 2,781,031

Total partners’ capital 3,344,316 3,234,919 3,430,644 3,334,914 3,363,448

Statement of Operations Data:

Total revenues $ 767,073 $ 738,965 $ 692,040 $ 696,426 $ 613,990

Rental expenses 236,850 226,859 211,479 220,617 192,147

Net income attributable to common OP unitholders 99,784 53,508 30,692 217,537 65,454

Net income attributable to common OP unitholders per unit - basic 0.45 0.24 0.15 1.04 0.35

Net income attributable to common OP unitholders per unit - diluted 0.45 0.24 0.15 1.04 0.35

Statement of Cash Flows Data:

Cash flows provided by operating activities $ 385,616 $ 387,962 $ 340,394 $ 337,396 $ 307,543

Cash flows (used in) provided by investing activities (399,855) (319,260) (667,289) 176,309 (2,455,096)

Cash flows (used in) provided by financing activities (47,457) 12,447 230,981 (498,735) 2,241,068

Distributions declared to general partner $ 286,040 $ 277,626 $ 260,593 $ 253,699 $ 227,024

Distributions declared per unit 1.29 1.27 1.25 1.23 1.21

Distributions paid in cash to general partner 281,820 275,816 256,117 252,651 207,087

FFO attributable to common OP Unitholders (1)

388,154 345,589 320,276 339,639 285,764

Normalized FFO attributable to common OP Unitholders (1)

391,810 379,311 344,272 340,400 301,957

530,223 512,106 480,561 475,809 421,843

(1) For additional information on FFO and Normalized FFO, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common unitholders and an explanation of why we present these non-GAAP financial measures.

(2) For additional information on NOI, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common unitholders and an explanation of why we present this non-GAAP financial measure.

The following graph provides a comparison of the Company's cumulative total shareholder return with the Russell 3000 Index and cumulative total returns of FTSE NAREIT All Equity REITs Index for the period from December 31, 2017 through December 31, 2022.

The comparison assumes $100 was invested on December 31, 2017 in the Company's common stock and in each of the indexes and assumes reinvestment of dividends, as applicable.

The Company's data for periods prior to the closing of the Merger is the stock performance of Legacy HR.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity