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Stockholders' Equity
6 Months Ended
Jun. 30, 2017
Stockholders' Equity [Abstract]  
Stockholders' Equity

Note 9.  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 had an at-the-market equity offering program (the “ATM Program”) pursuant to which the Company could issue and sell shares of its common stock having an aggregate offering price of up to $150.0 million in amounts and at times determined by the Company from time to time. The ATM Program was fully utilized as of June 30, 2017. Prior to the implementation of the ATM Program, the Company had a $100.0 million ATM program (the “Prior ATM Program”), which was fully utilized as of December 31, 2016. 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 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. During the three and six months ended June 30, 2016, the Company issued an aggregate of 2,578,640 and 2,629,608 shares, respectively, of common stock at a weighted average offering price of $24.27 and $24.26 per share, respectively, under the Prior ATM Program, resulting in net proceeds of approximately $61.6 million and $62.8 million, respectively, and paying total compensation to the applicable sales agents of approximately $1.0 million and $1.0 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, 2017,  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 2, 2017, the Company granted a total of 10,988 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 $30.95. 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 three and six months ended June 30, 2017 related to this issuance.



As of both June 30, 2017 and December 31, 2016, 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.



On July 19, 2017, the Company redeemed all 1,840,000 outstanding shares of the Series A Preferred Stock for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends of $0.096875 per share. The Company will recognize a charge of approximately $1.8 million during the three months ended September 30, 2017 representing the write-off of original issuance costs related to the redemption of the Series A Preferred Stock.



As of June 30, 2017, 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 (the “Plan”), of which 577,365 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 June 30, 2017 ranged from $14.20 to $26.52. The fair value of the restricted stock that was granted during the six months ended June 30, 2017 was approximately $0.9 million and the vesting period for the restricted stock is five years. As of June 30, 2017, the Company had approximately $5.7 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 3.2 years. The Company recognized compensation costs of approximately $0.5 million for both the three months ended June 30, 2017 and 2016, and approximately $0.9 million and $1.0 million for the six months ended June 30, 2017 and 2016, 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 six months ended June 30, 2017:



Restricted Stock Activity:



 

 

 

 

 



 

 

 

 

 



 

Shares

 

 

Weighted Average Grant Date Fair Value

Non-vested shares outstanding as of December 31, 2016

 

395,281 

 

$

20.48 

Granted

 

32,247 

 

 

26.52 

Forfeited

 

(32,349)

 

 

19.59 

Vested

 

(20,337)

 

 

18.06 

Non-vested shares outstanding as of June 30, 2017

 

374,842 

 

$

21.21 



The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of June 30, 2017:





 

 



 

 

Non-vested Shares Vesting Schedule

 

Number of Shares

2017 (6 months)

 

 -

2018

 

32,358 

2019

 

23,686 

2020

 

301,877 

2021

 

11,045 

Thereafter

 

5,876 

Total Non-vested Shares

 

374,842 



Long-Term Incentive Plan:



As of June 30, 2017, there are three open performance measurement periods for the Performance Share awards: January 1, 2015 to December 31, 2017, January 1, 2016 to December 31, 2018 and January 1, 2017 to December 31, 2019. During the three and six months ended June 30, 2017, the Company issued 0 and 195,233 shares, respectively, of common stock at a price of $28.84 per share related to the Performance Share awards for the performance period from January 1, 2014 to December 31, 2016. 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, 2017

 

 

June 30, 2017

 

 

2017

 

 

2016

 

 

2017

 

 

2016



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2017 - December 31, 2019

 

$

4,081 

 

$

675 

 

$

470 

 

$

 -

 

$

675 

 

$

 -

January 1, 2016 - December 31, 2018

 

 

5,244 

 

 

2,617 

 

 

1,046 

 

 

213 

 

 

1,355 

 

 

413 

January 1, 2015 - December 31, 2017

 

 

6,550 

 

 

5,450 

 

 

996 

 

 

401 

 

 

1,603 

 

 

699 

January 1, 2014 - December 31, 2016

 

 

 -

 

 

 -

 

 

 -

 

 

474 

 

 

 -

 

 

604 

Total

 

$

15,875 

 

$

8,742 

 

$

2,512 

 

$

1,088 

 

$

3,633 

 

$

1,716 



Dividends:



The following table sets forth the cash dividends paid or payable per share during the six months ended June 30, 2017:





 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

Security

 

Dividend per Share

 

Declaration Date

 

Record Date

 

Date Paid

 March 31, 2017

 

Common stock

 

$

0.200000 

 

February 7, 2017

 

March 28, 2017

 

April 12, 2017

 March 31, 2017

 

Preferred stock

 

$

0.484375 

 

February 7, 2017

 

March 10, 2017

 

March 31, 2017

 June 30, 2017

 

Common stock

 

$

0.200000 

 

May 2, 2017

 

July 7, 2017

 

July 21, 2017

 June 30, 2017

 

Preferred stock

 

$

0.484375 

 

May 2, 2017

 

June 9, 2017

 

June 30, 2017