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Stockholders' Equity
 9 Months Ended
Sep. 30, 2012
Stockholders' 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. On January 13, 2012, the Company completed a public follow-on offering of 4,000,000 shares of its common stock at a price per share of $14.25 including 93,000 shares that were sold in the offering to the Company’s executive and senior officers and members of the board of directors. No underwriting discount or commission was paid on the shares sold to such officers and directors. On February 13, 2012, the Company sold an additional 61,853 shares of its common stock at a price per share of $14.25 upon the exercise by the underwriters of their option to purchase additional shares. The net proceeds of the primary follow-on offering were approximately $54.7 million after deducting the full underwriting discount and offering costs of approximately $3.1 million. The Company used approximately $41.0 million of the net proceeds to repay outstanding borrowings under the Facility on January 13, 2012 and the remaining net proceeds were used to invest in industrial properties and for general business purposes. As of September 30, 2012, 13,434,889 shares of common stock were issued and outstanding, including 149,995 non-vested restricted stock awards.

In connection with the annual meeting of stockholders on May 4, 2012, the Company granted a total of 21,416 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 $14.01. The grant date fair value of the unrestricted common stock was determined using the closing price of the Company’s common stock on the date of the grant. The Company recognized approximately $0.3 million in compensation costs for the nine months ended September 30, 2012 related to this issuance.

On July 19, 2012, the Company completed a public offering of 1,840,000 shares of its 7.75% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), including 240,000 shares sold upon the exercise by the underwriters of their option to purchase additional shares, at a price per share of $25.00. The net proceeds of the offering were approximately $44.3 million after deducting the underwriting discount of approximately $1.4 million and other offering expenses of approximately $0.3 million. The Company used the net proceeds to reduce outstanding borrowings under the Facility. Dividends on the Series A Preferred Stock are payable when, as and if authorized by the Company’s board of directors quarterly in arrears on or about the last day of March, June, September and December of each year. The Series A Preferred Stock ranks, with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding up, senior to the Company’s common stock.

Generally, the Company may not redeem the Series A Preferred Stock prior to July 19, 2017, except in limited circumstances relating to the Company’s ability to qualify as a REIT, and pursuant to a special optional redemption related to a specified change of control (as defined in the articles supplementary for the Series A Preferred Stock). On or after July 19, 2017, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the redemption date.

As of September 30, 2012, there were 455,000 shares of common stock authorized for issuance as restricted stock grants, unrestricted stock awards or LTIP awards under the Company’s 2010 Equity Incentive Plan, of which 186,810 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 September 30, 2012 ranged from $14.20 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 common stock on the date of grant. The fair value of the restricted stock that was granted during the nine months ended September 30, 2012 was $0.7 million and the vesting period for the restricted stock is five years. As of September 30, 2012, the Company had approximately $2.2 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 3.1 years. The Company recognized compensation costs of approximately $0.2 million for both the three months ended September 30, 2012 and 2011 and approximately $0.6 million and $0.4 million, respectively, for the nine months ended September 30, 2012 and 2011 related to the restricted stock issuances. The following is a summary of the total restricted shares granted to the Company’s executive officers and employees with the related weighted average grant date fair value share prices for the nine months ended September 30, 2012.

 

Restricted Stock Activity:

 

                 
    Shares     Weighted
Average Grant
Date Fair Value		  

Non-vested shares outstanding at beginning of period

     133,526     $ 19.54  

Granted

     47,536       14.20  

Forfeited

     (4,586 )      19.85  

Vested

     (26,481 )      19.85  
   

 

 

    

 

 

  

Non-vested shares outstanding at end of period

     149,995     $ 17.78  
   

 

 

    

 

 

  

The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of September 30, 2012:

 

         

Non-vested Shares Vesting Schedule

 

Number of Shares

  

2012 (3 months)

     870  

2013

     41,443  

2014

     41,443  

2015

     41,443  

2016

     15,288  

Thereafter

     9,508  
   

 

 

  

Total Non-vested Shares

    149,995  
   

 

 

  

Long-Term Incentive Plan:

As of September 30, 2012, there are three open performance measurement periods for the LTIP awards: February 16, 2010 to December 31, 2012, January 1, 2011 to December 31, 2013, and January 1, 2012 to December 31, 2014. 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 $121,000 and $22,000, respectively, for the three months ended September 30, 2012 and 2011 and approximately $162,000 and $189,000, respectively, for the nine months ended September 30, 2012 and 2011.

Dividends:

The following table sets forth the cash dividends paid or payable per share during the nine months ended September 30, 2012:

 

                         

For the Three Months Ended

 

Security

  

Dividend
per Share

    

Declaration Date

 

Record Date

 

Date Paid

September 30, 2012

   Common Stock   $ 0.1200     August 3, 2012   October 5, 2012   October 26, 2012

September 30, 2012

   Preferred Stock   $ 0.3875     August 3, 2012   September 10, 2012   October 1, 2012

June 30, 2012

   Common Stock   $ 0.1200     May 4, 2012   July 9, 2012   July 23, 2012

March 31, 2012

   Common Stock   $ 0.1000     February 21, 2012   April 5, 2012   April 19, 2012