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Stockholders' Equity
12 Months Ended
Dec. 31, 2014
Stockholders' Equity [Abstract]  
Stockholders' Equity

Note 11.  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 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 full 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 full 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.    

 

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 Amended Facility. During the year ended December 31, 2014, the Company did not issue any shares of common stock under the ATM Program. 

 

On May 22, 2014, the Company completed a public follow-on offering of 8,050,000 shares of its common stock at a price per share of $17.75. The net proceeds of the follow-on offering were approximately $136.5 million after deducting the underwriting discount and offering costs of approximately $6.4 million. The Company used approximately $100.0 million of the net proceeds to repay outstanding borrowings under the Amended Facility and used the remaining net proceeds to acquire industrial properties and for general business purposes. 

 

On December 9, 2014, the Company completed a public follow-on offering of 9,775,000 shares of its common stock at a price per share of $19.60. The net proceeds of the follow-on offering were approximately $183.0 million after deducting the underwriting discount and offering costs of approximately $8.6 million. The Company intends to use the net proceeds to acquire industrial properties and for general corporate purposes. As of December 31, 2014, 42,869,463  shares of common stock were issued and outstanding, including 156,488 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. 

 

In connection with the annual meeting of stockholders on May 9, 2014, the Company granted a total of 16,140 shares of unrestricted common stock to its independent directors under the Company’s Amended and Restated 2010 Equity Incentive Plan with a grant date fair value per share of $18.59. 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, 2014 related to this issuance. 

 

As of both December 31, 2014 and 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 December 31, 2014, 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 Company’s Amended and Restated 2010 Equity Incentive Plan, of which  1,304,840  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 December 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 year ended December 31, 2014 was $1.0 million and the vesting period for the restricted stock is five years. As of December 31, 2014, the Company had approximately $1.8 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 3.2 years. The Company recognized compensation costs of approximately $1.1 million, $0.9 million and $0.7 million, respectively, for the years ended December 31, 2014, 2013 and 2012 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 years ended December 31, 2014, 2013 and 2012.

 

Restricted Stock Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Weighted Average Grant Date Fair Value

Non-vested shares outstanding as of December 31, 2011

 

133,526 

 

$

19.54 

Granted

 

47,536 

 

 

14.20 

Forfeited

 

(4,917)

 

 

19.81 

Vested

 

(27,020)

 

 

19.81 

Non-vested shares outstanding as of December 31, 2012

 

149,125 

 

 

17.78 

Granted

 

48,891 

 

 

17.08 

Forfeited

 

(9,122)

 

 

18.29 

Vested

 

(32,326)

 

 

18.29 

Non-vested shares outstanding as of December 31, 2013

 

156,568 

 

 

17.43 

Granted

 

51,146 

 

 

18.38 

Forfeited

 

(12,943)

 

 

18.33 

Vested

 

(38,283)

 

 

18.33 

Non-vested shares outstanding as of December 31, 2014

 

156,488 

 

$

17.45 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Non-vested Shares Vesting Schedule

 

Number of Shares

2015

 

61,102 

2016

 

35,198 

2017

 

29,531 

2018

 

20,158 

2019

 

10,499 

Total Non-vested Shares

 

156,488 

 

Long-Term Incentive Plan:

 

As of December 31, 2014, there are three open performance measurement periods for the Performance Share awards: January 1, 2012 to December 31, 2014, January 1, 2013 to December 31, 2015 and January 1, 2014 to December 31, 2016. The Performance Share awards related to the performance measurement periods from February 16, 2010 to December 31, 2013 resulted in no compensation expense as the Compensation Committee of the Board of Directors 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 $0.7 million,  $0.9 million and $0.1 million,  respectively, for the years ended December 31, 2014, 2013 and 2012.    

 

Dividends:

 

The following table sets forth the cash dividends paid or payable per share during the years ended December 31, 2014 and 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

June 30, 2014

 

Common stock

 

$

0.140000 

 

May 9, 2014

 

July 7, 2014

 

July 21, 2014

June 30, 2014

 

Preferred stock

 

$

0.484375 

 

May 9, 2014

 

June 11, 2014

 

June 30, 2014

September 30, 2014

 

Common stock

 

$

0.140000 

 

August 8, 2014

 

October 7, 2014

 

October 21, 2014

September 30, 2014

 

Preferred stock

 

$

0.484375 

 

August 8, 2014

 

September 12, 2014

 

September 30, 2014

December 31, 2014

 

Common stock

 

$

0.160000 

 

November 4, 2014

 

December 31, 2014

 

January 14, 2015

December 31, 2014

 

Preferred stock

 

$

0.484375 

 

November 4, 2014

 

December 12, 2014

 

December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

Security

 

 

Dividend per Share

 

Declaration Date

 

Record Date

 

Date Paid

March 31, 2013

 

Common stock

 

$

0.120000 

 

February 19, 2013

 

April 5, 2013

 

April 19, 2013

March 31, 2013

 

Preferred stock

 

$

0.484375 

 

February 19, 2013

 

March 11, 2013

 

March 31, 2013

June 30, 2013

 

Common stock

 

$

0.130000 

 

May 7, 2013

 

July 5, 2013

 

July 19, 2013

June 30, 2013

 

Preferred stock

 

$

0.484375 

 

May 7, 2013

 

June 11, 2013

 

July 1, 2013

September 30, 2013

 

Common stock

 

$

0.130000 

 

August 6, 2013

 

October 7, 2013

 

October 21, 2013

September 30, 2013

 

Preferred stock

 

$

0.484375 

 

August 6, 2013

 

September 11, 2013

 

September 30, 2013

December 31, 2013

 

Common stock

 

$

0.130000 

 

November 5, 2013

 

December 31, 2013

 

January 14, 2014

December 31, 2013

 

Preferred stock

 

$

0.484375 

 

November 5, 2013

 

December 11, 2013

 

December 31, 2013