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Stockholders' Equity
 3 Months Ended
Mar. 31, 2014
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 February 28, 2014, the Company established an at-the market equity offering program (the “ATM Program”) pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $100,000,000 in amounts and at times to be determined by the Company from time to time. Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Company’s common stock, determinations by the Company of the appropriate sources of funding for the Company and potential uses of funding available to the Company. The Company intends to use the net proceeds from the offering of the shares under the ATM Program, if any, for general corporate purposes, which may include future acquisitions and repayment of indebtedness, including borrowings under the Facility.  During the three months ended March 31, 2014, the Company did not issue any shares of common stock under the ATM Program.  

 

On July 11, 2013, the Company completed a public follow-on offering of 5,750,000 shares of its common stock at a price per share of $18.25 including 43,250 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.  The net proceeds of the follow-on offering were approximately $99.9  million after deducting the underwriting discount and offering costs of approximately $5.0 million.  The Company used approximately $6.5 million of the net proceeds to repay outstanding borrowings under the Facility and the remaining net proceeds to acquire industrial properties and for general business purposes.  On February 19, 2013, the Company completed a public follow-on offering of 5,750,000 shares of its common stock at a price per share of $16.60 including 90,325 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.  The net proceeds of the follow-on offering were approximately $90.8 million after deducting the underwriting discount and offering costs of approximately $4.6 million.  The Company used approximately $65.4 million of the net proceeds to repay outstanding borrowings under the revolving credit facility and the remaining net proceeds to invest in industrial properties and for general business purposes.  As of March 31, 2014, 25,028,649 shares of common stock were issued and outstanding, including 157,357 non-vested restricted stock awards.  As of December 31, 2013,  24,990,120 shares of common stock were issued and outstanding, including 156,568 non-vested restricted stock awards.

 

In connection with the annual meeting of stockholders on May 7, 2013, the Company granted a total of 15,793 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 $19.00.  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 year ended December 31, 2013 related to this issuance.    

 

As of March 31, 2014 and December 31, 2013, 1,840,000 shares of 7.75% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) were issued and outstanding.  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 and 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 March 31, 2014, 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 70,980 were remaining to be issued.  The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to March 31, 2014 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 three months ended March 31, 2014 was $1.0 million and the vesting period for the restricted stock is five years.  As of March 31, 2014, the Company had approximately $2.7 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 $0.3 million and $0.2 million for the three months ended March 31, 2014 and 2013, respectively, 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 three months ended March 31, 2014.

 

Restricted Stock Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Weighted Average Grant Date Fair Value

Non-vested shares outstanding as of December 31, 2013

 
156,568 

 

 
17.43 

Granted

 
51,146 

 

 
18.38 

Forfeited

 
(12,617)

 

 
18.33 

Vested

 
(37,740)

 

 
18.33 

Non-vested shares outstanding as of March 31, 2014

 
157,357 

 

$
17.45 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of March 31, 2014:

 

 

 

 

 

 

 

Non-vested Shares Vesting Schedule

 

Number of Shares

2014 (9 months)

 
870 

2015

 
61,103 

2016

 
35,198 

2017

 
29,531 

2018

 
20,158 

Thereafter

 
10,497 

Total Non-vested Shares

 
157,357 

 

Long-Term Incentive Plan:

 

As of March 31, 2014, there are three open performance measurement periods for the LTIP awards: January 1, 2012 to December 31, 2014, January 1, 2013 to December 31, 2015 and January 1, 2014 to December 31, 2016.  The LTIP awards related to the performance measurement periods from February 16, 2010 to December 31, 2013 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 $0.3 million and $0.2 million, respectively, for the three months ended March 31, 2014 and 2013  related to the LTIP awards. 

 

Dividends:

 

The following table sets forth the cash dividends paid or payable per share during the three months ended March 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

Security

 

 

Dividend per Share

 

Declaration Date

 

Record Date

 

Date Paid

March 31, 2014

 

Common stock

 

$
0.130000 

 

February 19, 2014

 

April 7, 2014

 

April 21, 2014

March 31, 2014

 

Preferred stock

 

$
0.484375 

 

February 19, 2014

 

March 10, 2014

 

March 31, 2014