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Stockholders' Equity
6 Months Ended
Jun. 30, 2018
Stockholders' Equity [Abstract]  
Stockholders' Equity

Note 10.  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. The Company has an at-the-market equity offering program (the “$250 Million ATM Program”) pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $250.0 million  ($230.8 million remaining as of June 30, 2018) in amounts and at times to be determined by the Company from time to time. Prior to the implementation of the $250 Million ATM Program, the Company had a $200.0 million ATM program (the “$200 Million ATM Program”), which was substantially utilized as of June 30, 2018 and which is no longer active, and a $150.0 million ATM program (the “$150 Million ATM Program”), which was fully utilized as of June 30, 2017. Actual sales under the $250 Million ATM Program, 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 $250 Million 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 and six months ended June 30, 2018, the Company issued an aggregate of 2,826,167 and 2,885,401 shares, respectively, of common stock at a weighted average offering price of $37.48 and $37.43 per share, respectively, under the $250 Million ATM Program and the $200 Million ATM Program, resulting in net proceeds of approximately $104.4 million and $106.4 million, respectively, and paying total compensation to the applicable sales agents of approximately $1.5 million and $1.6 million, respectively. During the three and six months ended June 30, 2017, the Company issued an aggregate of 2,788,986 and 4,836,086 shares, respectively, of common stock at a weighted average offering price of $32.05 and $30.06 per share, respectively, under the $150 Million ATM Program, resulting in net proceeds of approximately $88.1 million and $143.3 million, respectively, and paying total compensation to the applicable sales agents of approximately $1.3 million and $2.1 million, respectively. 



The Company has a share repurchase program authorizing the Company to repurchase up to 2,000,000 shares of its outstanding common stock from time to time through December 31, 2018. Purchases made pursuant to the program will be made in either the open market or in privately negotiated transactions as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. As of June 30, 2018,  the Company has not repurchased any shares of stock pursuant to its share repurchase authorization.



In connection with the Annual Meeting of stockholders on May 1, 2018, the Company granted a total of 9,656 shares of unrestricted common stock to its independent directors under the Company’s Amended and Restated 2010 Equity Incentive Plan (the “Plan”) with a grant date fair value per share of $37.29. 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 $0.4 million in compensation costs for both the three and six months ended June 30, 2018 related to this issuance.



On July 19, 2017, the Company redeemed all 1,840,000 outstanding shares of the 7.75% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) for cash at a redemption price of $25.00 per share, plus an amount per share of $0.096875 representing all accrued and unpaid dividends per share from July 1, 2017 to, but excluding, July 19, 2017. As of both June 30, 2018 and December 31, 2017,  no shares of Series A Preferred Stock were issued and outstanding.



As of June 30, 2018, there were 1,705,000 shares of common stock authorized for issuance as restricted stock grants, unrestricted stock awards or Performance Share awards under the Plan, of which 362,402 were remaining available for issuance. The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to June 30, 2018 ranged from $14.20 to $32.10. The fair value of the restricted stock that was granted during the six months ended June 30, 2018 was approximately $0.9 million and the vesting period for the restricted stock is five years. As of June 30, 2018, the Company had approximately $4.6 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 2.7 years. The Company recognized compensation costs of approximately $0.4 million and $0.5 million for the three months ended June 30, 2018 and 2017, respectively, and approximately $0.9 million for both the six months ended June 30, 2018 and 2017 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 six months ended June 30, 2018:



Restricted Stock Activity:



 

 

 

 

 



 

 

 

 

 



 

Shares

 

 

Weighted Average Grant Date Fair Value

Non-vested shares outstanding as of December 31, 2017

 

357,183 

 

$

21.01 

Granted

 

27,003 

 

 

32.10 

Forfeited

 

(11,830)

 

 

20.30 

Vested

 

(15,338)

 

 

20.21 

Non-vested shares outstanding as of June 30, 2018

 

357,018 

 

$

21.91 



The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of June 30, 2018:





 

 



 

 

Non-vested Shares Vesting Schedule

 

Number of Shares

2018 (6 months)

 

 -

2019

 

24,372 

2020

 

303,433 

2021

 

13,750 

2022

 

10,068 

Thereafter

 

5,395 

Total Non-vested Shares

 

357,018 



Long-Term Incentive Plan:



As of June 30, 2018, there are three open performance measurement periods for the Performance Share awards: January 1, 2016 to December 31, 2018, January 1, 2017 to December 31, 2019 and January 1, 2018 to December 31, 2020. During the six months ended June 30, 2018, the Company issued 195,963 shares of common stock at a price of $34.50 per share related to the Performance Share awards for the performance period from January 1, 2015 to December 31, 2017. The expense related to the open Performance Share awards varies quarter to quarter based on the Company’s relative share price performance.



The following table summarizes certain information with respect to the Performance Share awards (dollars in thousands):





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

Expense

 

Expense



 

 

Fair Value

 

 

Accrual

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

Performance Share Period

 

 

June 30, 2018

 

 

June 30, 2018

 

 

2018

 

 

2017

 

 

2018

 

 

2017



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2018 - December 31, 2020

 

$

3,168 

 

$

523 

 

$

279 

 

$

 -

 

$

523 

 

$

 -

January 1, 2017 - December 31, 2019

 

 

5,298 

 

 

2,642 

 

 

509 

 

 

470 

 

 

1,109 

 

 

675 

January 1, 2016 - December 31, 2018

 

 

5,821 

 

 

4,844 

 

 

579 

 

 

1,046 

 

 

1,393 

 

 

1,355 

January 1, 2015 - December 31, 2017

 

 

 -

 

 

 -

 

 

 -

 

 

996 

 

 

 -

 

 

1,603 

Total

 

$

14,287 

 

$

8,009 

 

$

1,367 

 

$

2,512 

 

$

3,025 

 

$

3,633 



Dividends:



The following table sets forth the cash dividends paid or payable per share during the six months ended June 30, 2018:





 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

Security

 

Dividend per Share

 

Declaration Date

 

Record Date

 

Date Paid

 March 31, 2018

 

Common stock

 

$

0.22 

 

February 6, 2018

 

March 28, 2018

 

April 12, 2018

 June 30, 2018

 

Common stock

 

$

0.22 

 

May 1, 2018

 

July 6, 2018

 

July 20, 2018