XML 33 R17.htm IDEA: XBRL DOCUMENT v3.6.0.2
Shareholders' Equity
 12 Months Ended
Dec. 31, 2016
Equity [Abstract]  
Shareholders' Equity
Shareholders' Equity

Common Shares
The Company is authorized to issue up to 500,000,000 common shares of beneficial interest, $.01 par value per share ("common shares"). Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders. Holders of the Company’s common shares are entitled to receive dividends when authorized by the Company's Board of Trustees. As of December 31, 2016, 38,367,014 common shares were outstanding.
Common share offerings of the Company consisted of the following from inception through December 31, 2016:
Type of Offering (1)
Date
Shares Issued
Price per Share
Gross Proceeds (in thousands)
Net Proceeds (in thousands)
Initial public offering
4/21/2010
8,625,000

$
20.00

$
172,500

$
158,700

Private placement offering (2)
4/21/2010
500,000

20.00

10,000

10,000

Follow-on common share offering
2/8/2011
4,000,000

16.00

64,000

60,300

Over-allotment option
2/8/2011
600,000

16.00

9,600

9,100

Follow-on common share offering
1/14/2013
3,500,000

14.70

51,400

48,400

Over-allotment option
1/31/2013
92,677

14.70

1,400

1,300

Follow-on common share offering
6/18/2013
4,500,000

16.35

73,600

70,000

Over-allotment option
6/28/2013
475,823

16.35

7,800

7,400

Follow-on common share offering
9/30/2013
3,250,000

18.35

59,600

56,700

Over-allotment option
10/11/2013
487,500

18.35

8,900

8,500

Follow-on common share offering
9/24/2014
6,000,000

21.85

131,100

125,600

Over-allotment option
9/24/2014
900,000

21.85

19,700

18,900

Follow-on common share offering
1/27/2015
3,500,000

30.00

105,000

103,300

Over-allotment option
1/27/2015
525,000

30.00

15,750

15,500

 
 
36,956,000

 
$
730,350

$
693,700

(1) Excludes any shares issued pursuant to the Company's ATM Plan or DRSPP (each as defined below).

(2) The Company sold 500,000 common shares to Jeffrey H. Fisher, the Company’s Chairman, President and Chief Executive Officer (“Mr. Fisher”) in a private placement concurrent with its IPO.

In January 2014, we established a $25 million dividend reinvestment and stock purchase plan ("DRSPP"). Under the DRSPP, shareholders may purchase additional common shares by reinvesting some or all of the cash dividends received on the Company's common shares. Shareholders may also make optional cash purchases of the Company's common shares subject to certain limitations detailed in the prospectus for the DRSPP. As of December 31, 2016 and 2015, respectively, we had issued 29,333 and 5,595 shares under the DRSPP at a weighted average price of $21.22 and $25.00 per share, respectively. As of December 31, 2016, there were common shares having a maximum aggregate sales price of approximately $24.4 million available for issuance under the DRSPP.

In January 2014, the Company established an At the Market Equity Offering ("ATM Plan") whereby, from time to time, the Company may publicly offer and sell up to $50 million of its common shares by means of ordinary brokers' transactions on the New York Stock Exchange (the "NYSE"), in negotiated transactions or in transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act, with Cantor Fitzgerald & Co. acting as sales agent. On January 13, 2015, the Company entered into a sales agreement with Barclays Capital Inc. (“Barclays”) to add Barclays as an additional sales agent under the Company’s ATM Plan. As of December 31, 2016 and 2015, respectively, we had issued 880,820 and 880,820 shares under the ATM Plan at a weighted average price of $23.54 per share. As of December 31, 2016, there were common shares having a maximum aggregate sales price of approximately $29.3 million available for issuance under the ATM Plan.
    

During the years ended December 31, 2016 and December 31, 2015, the Company withheld 0 and 763, respectively, common shares that had vested to executives in accordance with the Equity Incentive Plan at a value of $29.35, per share to meet the minimum statutory tax withholding requirements of the executive which were directly remitted by the Company to the appropriate taxing jurisdiction. Once shares are forfeited, they are not eligible to be reissued. The price per share is determined by using the closing price of the common shares the day before they are withheld.
Preferred Shares
The Company is authorized to issue up to 100,000,000 preferred shares, $.01 par value per share. No preferred shares were outstanding at December 31, 2016 and 2015.
Operating Partnership Units
Holders of common units in the Operating Partnership, if and when issued, will have certain redemption rights, which will enable the unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price of the Company’s common shares at the time of redemption or for the Company’s common shares on a one-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of limited partners or shareholders. As of December 31, 2016 and 2015, there were no Operating Partnership common units held by unaffiliated third parties.

At December 31, 2016 and 2015, an aggregate of 257,775 and 257,775 LTIP units, respectively, a special class of operating partnership units, were held by executive officers. The LTIP units receive per unit distributions equal to the per share distribution paid on common shares. Upon the closing of the Company's equity offering on September 30, 2013, the Company determined that a revaluation event occurred, as defined in the Internal Revenue Code of 1986, as amended, and 26,250 LTIP units of one of the officers of the Company achieved full parity with the common units of the Operating Partnership with respect to liquidating distributions and all other purposes. All of these LTIP units have vested. As of June 4, 2014, the Company determined that a revaluation event occurred, as defined in the Internal Revenue Code of 1986, as amended, and 231,525 LTIP units of the other two officers of the Company achieved full parity with the common units of the Operating Partnership with respect to liquidating distributions and all other purposes. All of the units that have reached parity have vested as of December 31, 2016. Accordingly, these LTIP units will be allocated their pro-rata share of the Company's net income (loss).

At December 31, 2016 and 2015, an aggregate of 222,585 and 183,300 Class A Performance LTIP units, respectively, were held by executive officers. Prior to vesting, holders of Class A Performance LTIP Units will not be entitled to vote their Class A Performance LTIP units. In addition, under the terms of the Class A Performance LTIP units, a holder of a Class A Performance LTIP unit will generally (i) be entitled to receive 10% of the distributions made on a common unit of the Operating Partnership during the period prior to vesting of such Class A Performance LTIP unit (the “Pre-Vesting Distributions”), (ii) be entitled, upon the vesting of such Class A Performance LTIP unit, to receive a special one-time “catch-up” distribution per LTIP unit equal to the aggregate amount of distributions that were paid on a common unit during the period prior to vesting of such Class A Performance LTIP unit minus the aggregate amount of Pre-Vesting Distributions paid on such Class A Performance LTIP unit, and (iii) be entitled, following the vesting of such Class A Performance LTIP unit, to receive the same amount of distributions paid on a common unit of the Operating Partnership.

At December 31, 2016 and 2015, an aggregate of 72,966 and 0 2016 Time-Based LTIP Unit Awards, respectively, a special class of operating partnership units, were held by executive officers. The 2016 Time-Based LTIP Unit Awards will vest ratably on each of January 28, 2017, January 28, 2018 and January 28, 2019. Prior to vesting, a holder is entitled to receive distributions on and to vote the LTIP Units that comprise the 2016 Time-Based LTIP Unit Awards.