Stockholders' Equity

6 Months Ended

Jun. 30, 2013

Stockholders Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

10. Stockholders’ Equity

The Company’s authorized capital stock consists of 125,000,000 shares, $0.001 par value, of which the Company has authorized the issuance of up to 100,000,000 shares of common stock, $0.001 par value per share, and 25,000,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2013, 59,372,672 shares of common stock and 3,525,822 shares of preferred stock were issued and outstanding.

Preferred Stock

Beginning with the fourth quarter of 2008, the Company’s board of directors elected not to pay the quarterly Series A preferred stock dividends of $0.50781 per share. As of June 30, 2013 and December 31, 2012, the Company accrued Series A preferred stock dividends of $34,019 and $30,438, respectively.

Equity Incentive Plan

As part of the Company’s initial public offering, the Company instituted its Equity Incentive Plan. The Equity Incentive Plan, as amended, authorizes (i) grants of shares of restricted and unrestricted common stock; (ii) the grant of stock options that qualify as incentive stock options under Section 422 of the Internal Revenue Code, or ISOs, (iii) the grant of stock options that do not qualify, or NQSOs; and, (iv) the grant of stock options in lieu of cash directors’ fees. The exercise price of stock options will be determined by the compensation committee, but may not be less than 100% of the fair market value of the shares of common stock on the date of grant. At June 30, 2013, 1,937,640 shares of common stock were available for issuance under the Equity Incentive Plan.

 Through June 30, 2013, 1,787,872 restricted shares had been issued under the Equity Incentive Plan, of which 85% have vested. Except for certain performance based awards, the vested and unvested shares are currently entitled to receive distributions on common stock if declared by the Company. Holders of restricted shares are prohibited from selling such shares until they vest but are provided the ability to vote such shares beginning on the date of grant. Compensation expense of $153 and $271 was recorded for the three and six months ended June 30, 2013 and compensation expense of $386 and $600 was recorded for the three and six months ended June 30, 2012, respectively, related to the issuance of restricted shares. Compensation expense of $1,841 will be recorded over the course of the next 56 months representing the remaining vesting period of equity awards issued under the Equity Incentive Plan as of June 30, 2013.

  In March 2013, the Company granted to four senior officers of the Company pursuant to the Equity Incentive Plan a total of 115,000 time-based restricted stock awards and 345,000 performance-based restricted stock units.  The time-based awards vest in five equal annual installments commencing December 15, 2013, subject to continued employment.  Vesting of the performance-based units requires, in addition to continued employment over a 5-year period, achievement of absolute increases in either the Company’s stock price or an adjusted funds from operations (as defined by the Company's compensation committee). 

In March 2013, the Company also granted the four senior officers equity awards pursuant to the Company’s 2012 Long-Term Outperformance Plan, or 2012 Outperformance Plan, in the form of LTIP units having an aggregate maximum value of $4,000, and a fair value of $845. The amount of LTIP units actually earned by the executives under the 2012 Outperformance Plan can range from 20% of the maximum amount if the Company’s common stock price equals a minimum hurdle of $5.00 per share (less any dividends paid during the performance period) to 100% of the maximum amount if the Company’s common stock price equals or exceeds $9.00 per share (less any dividends paid during the performance period) on a valuation date during the four-year performance period. The executives will not earn any LTIP units under the 2012 Outperformance Plan to the extent that the Company’s common stock price on each of the four valuation dates is less than the $5.00 per share minimum hurdle.  

During the performance period, which commenced on July 1, 2012 and ends on June 30, 2016, the executives may earn up to 12%, 24% and 36% of the maximum amount under the 2012 Outperformance Plan at the end of the first, second and third plan years, respectively, if the Company’s common stock price has equaled or exceeded the stock price hurdles as of the end of such years. If the minimum stock price hurdle is met as of the end of any such plan year, the actual amount earned will range on a sliding scale from 20% of the maximum amount that may be earned as of such date (at the minimum stock price hurdle) to 100% of the maximum amount that may be earned as of such date (at the maximum stock price hurdle). Any LTIP units earned under the 2012 Outperformance Plan will remain subject to vesting, with 50% of any LTIP units earned vesting on June 30, 2016 and the remaining 50% vesting on June 30, 2017 based, in each case, on continued employment through the vesting date.

LTIP units are a class of limited partnership interests in GPT Property Trust LP, the Company’s operating partnership, that are structured to quality as “profits interests” for federal income tax purposes and do not have full parity, on a per unit basis, with the Class A limited partnership interests in the Company or its operating partnership with respect to liquidating distributions.

As of June 30, 2013, there were approximately 503,352 phantom stock units outstanding, of which 492,853 units are vested.

Earnings per Share

Earnings per share for the three and six  months ended June 30, 2013 and 2012 are computed as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Numerator - Income (loss):
Net income (loss) from continuing     operations	$	(3,719)	$	(7,433)	$	(7,629)	$	(11,698)
Net income (loss) from     discontinued operations		(1,175)		(12,278)		397,912		(8,372)
Net income (loss)		(4,894)		(19,711)		390,283		(20,070)
Accrued preferred stock dividends		(1,790)		(1,790)		(3,580)		(3,580)
Numerator for basic income per     share - net income (loss) available     to common stockholders:		(6,684)		(21,501)		386,703		(23,650)
Effect of dilutive securities		-		-		-		-
Diluted earnings:
Net income (loss) available to common stockholders	$	(6,684)	$	(21,501)	$	386,703	$	(23,650)
Denominator-Weighted average     shares:
Weighted average shares     outstanding		59,371,950		51,300,973		59,341,323		51,281,149
Less: Unvested restricted shares		(766,731)		(541,667)		(699,876)		(541,667)
Denominator for basic income     per share		58,605,219		50,759,306		58,641,447		50,739,482
Effect of dilutive securities:
LTIP		-		-		-		-
Stock based compensation plans		-		-		-		-
Phantom stock units		-		-		-		-
Diluted Shares		58,605,219		50,759,306		58,641,447		50,739,482

Diluted income (loss) per share assumes the conversion of all common share equivalents into an equivalent number of common shares if the effect is not anti-dilutive. For the three months ended June 30, 2013, 54,411 share options and 503,352 phantom share units were computed using the treasury share method, which due to the net loss from continuing operations were anti-dilutive. For the six months ended June 30, 2013, 48,228 share options and 503,352 phantom share units were computed using the treasury share method, which due to the net loss from continuing operations were anti-dilutive. For the three and six months ended June 30, 2012, 15,352 share options and 551,615 phantom share units were computed using the treasury share method, which due to the net loss from continuing operations were anti-dilutive. For the six months ended June 30, 2012, 15,849 share options and 551,615 phantom share units were computed using the treasury share method, which due to the net loss from continuing operations were anti-dilutive.

Accumulated other comprehensive income (loss) for the period ended June 30, 2013 and 2012 is comprised of the following: 

	As of June 30,
	2013		2012
Net realized and unrealized losses on interest rate swap and cap      agreements accounted for as cash flow hedges	$	-	$	(187,235)
Net unrealized loss on available-for-sale securities		-		(146,359)
Net unrealized gain on debt securities		183
Total accumulated other comprehensive income (loss)	$	183	$	(333,594)

The Company reclassified unrealized gains on CMBS of $107,774 for the period ended June 30, 2013 into net income as a component of the gain on disposal of Gramercy Finance on the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss).  The Company also reclassified the unamortized fair value of terminated swaps previously designated as cash flow hedges of $6,359 into net income as a component of the gain on disposal of Gramercy Finance presented Condensed Consolidated Statement of Operations and Comprehensive Income (Loss).