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Stockholders Equity.
12 Months Ended
Dec. 31, 2011
Equity [Abstract]  
Stockholders' Equity.

Note 7. Stockholders’ Equity.

The Company’s authorized capital stock consists of 400,000,000 shares of common stock, $0.01 par value per share, and 100,000,000 shares of preferred stock. $0.01 par value per share. As of December 31, 2011, 9,308,670 shares of common stock were issued and outstanding, including 133,526 non-vested restricted stock awards, and no shares of preferred stock were issued and outstanding.

In connection with the annual meeting of stockholders on May 18, 2011, the Company granted a total of 18,272 shares of unrestricted common stock to its independent directors under the Company’s 2010 Equity Incentive Plan with a grant date fair value per share of $16.42. The grant date fair value of the unrestricted common stock was determined using the closing price of the Company’s stock on the date of the grant. The Company recognized approximately $0.3 million in compensation costs for the year ended December 31, 2011 related to this issuance.

In connection with the completion of the IPO on February 16, 2010, the Company issued 12,000 shares of common stock to Terreno Capital Partners LLC, an entity owned by the Company’s executive officers, in exchange for the contribution of fixed assets to the Company with a net book value of $240,000. These shares were subsequently distributed to such executive officers.

As of December 31, 2011, there were 455,000 shares of common stock authorized for issuance as restricted stock grants, unrestricted stock awards or performance shares under the Company’s 2010 Equity Incentive Plan, of which 255,762 were remaining. The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to December 31, 2011 ranged from $17.82 to $20.00. The grant date fair value of the restricted stock was determined using the initial public offering price of $20.00 for grants issued on February 16, 2010 (commencement of operations) and for all grants issued after the commencement of operations, the Company uses the closing price of the Company’s stock on the date of grant. The fair value of the restricted stock that was granted during the year ended December 31, 2011 was $0.5 million and the vesting period for the restricted stock is five years. As of December 31, 2011, the Company had approximately $2.1 million of total unrecognized compensation costs related to restricted stock issuances, which is expected to be recognized over a remaining weighted average period of approximately 3.4 years. The Company recognized compensation costs of approximately $0.7 million and $0.8 million for the year ended December 31, 2011 and for the period from February 16, 2010 (commencement of operations) to December 31, 2010, respectively. The following is a summary of the total restricted shares granted to the Company’s executive officers, employees and directors, with the related weighted average grant date fair value share prices for the year ended December 31, 2011 and for the period from February 16, 2010 (commencement of operations) to December 31, 2010.

Restricted Stock Activity:

 

                 
    Shares     Weighted
Average Grant
Date Fair Value
 

Non-vested shares outstanding at beginning of period

    —       $ —    

Granted

    155,778       19.93  

Forfeited

    (5,000     20.00  

Vested

    —         —    
   

 

 

   

 

 

 

Non-vested shares outstanding as of December 31, 2010

    150,778       19.93  

Granted

    28,904       17.82  

Forfeited

    (1,284     20.00  

Vested

    (44,872     19.95  
   

 

 

   

 

 

 

Non-vested shares outstanding at end of period

    133,526     $ 19.54  
   

 

 

   

 

 

 

 

The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of December 31, 2011:

 

         

Non-vested Shares Vesting Schedule

  Number of Shares  

2012

    31,936  

2013

    31,936  

2014

    31,936  

2015

    31,936  

2016

    5,782  
   

 

 

 

Total Non-vested Shares

    133,526  
   

 

 

 

Long-Term Incentive Plan:

As of December 31, 2011, there are two performance measurement periods for the LTIP awards: February 16, 2010 to December 31, 2012, and January 1, 2011 to December 31, 2013. The LTIP awards related to the performance measurement period from February 16, 2010 to December 31, 2011 resulted in no compensation expense as the compensation committee determined that the Company’s total shareholder return did not exceed the applicable metrics during the performance measurement period. The Company recorded compensation costs of approximately $0.2 million for the year ended December 31, 2011. The Monte Carlo fair value assumptions for the LTIP awards for the performance measurement periods in the table below are as follows:

 

                 
    February 16, 2010 to
December 31, 2012
    January 1, 2011 to
December 31, 2013
 

Performance Period

    2.9 years       3 years  

Risk free interest rate

    0.1     0.3

Volatility

    26.6     21.8

Fair value of LTIP awards

  $ 93,012     $ 534,580  

Dividends:

The following table sets forth the cash dividends paid or payable per share during the year ended December 31, 2011. No dividends were paid during the period from February 16, 2010 (commencement of operations) to December 31, 2010:

 

                     

For the Three Months Ended

  Dividend
per Share
   

Declaration Date

 

Record Date

 

Date Paid

March 31, 2011

  $ 0.10     February 17, 2011   April 5, 2011   April 19, 2011

June 30, 2011

  $ 0.10     May 18, 2011   July 6, 2011   July 20, 2011

September 30, 2011

  $ 0.10     August 11, 2011   October 6, 2011   October 20, 2011

December 31, 2011

  $ 0.10     November 8, 2011   January 6, 2012   January 20, 2012