Equity

3 Months Ended

Mar. 31, 2013

Equity

12. Equity

The Company has issued restricted stock awards to senior executives, directors and employees totaling 1,141,542 shares of common stock (net of forfeitures of 3,000 shares), which are included in the total shares of common stock outstanding as of March 31, 2013.

As of March 31, 2013, the Company had outstanding 2,000,000 shares of 7.00% Series A preferred stock, with a liquidation preference of $25.00 per share. The Company pays cumulative dividends on the Series A preferred stock when, as and if declared by the Company’s board of directors, at a rate of 7.00% per annum, subject to adjustment in certain circumstances. The annual dividend on each share of Series A preferred stock is $1.75, payable quarterly in arrears on or about the 15th day of January, April, July and October of each year. Holders of the Series A preferred stock generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. The Series A preferred stock is convertible, at the holders’ option, at any time and from time to time, into common stock of the Company at an initial conversion rate of 1.6667 shares of common stock per share of Series A preferred stock, which is equivalent to an initial conversion price of $15.00 per share. The conversion price will be subject to customary adjustments in certain circumstances. On or after April 1, 2014, the Company may, at its option, convert some or all of the Series A preferred stock if the closing price of the common stock equals or exceeds 140% of the conversion price for at least 20 of the 30 consecutive trading days ending the day before the notice of exercise of conversion is sent and the Company has either declared and paid, or declared and set apart for payment, any unpaid dividends that are in arrears on the Series A preferred stock.

As of March 31, 2013, the Company had outstanding 3,680,000 shares of 8.125% Series B preferred stock, with a liquidation preference of $25.00 per share. The Company pays cumulative dividends on the Series B preferred stock, when, as and if declared by the Company’s board of directors, at a rate of 8.125% per annum, subject to adjustment in certain circumstances. The annual dividend on each share of Series B preferred stock is $2.03125, payable quarterly in arrears on or about the 15th day of January, April, July and October of each year. Holders of the Series B preferred stock generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. At any time on and after January 31, 2017, the Company may, at its option, redeem the Series B preferred stock, in whole or from time to time in part, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. In addition, upon the occurrence of a change of control, the Company or a successor may, at its option, redeem the Series B preferred stock, in whole or in part and within 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption.

The Company’s board of directors has authorized a stock repurchase program under which the Company may acquire up to $30.0 million of its common stock in open market and negotiated purchases with no expiration date. As of March 31, 2013, approximately $23.3 million remained available under the stock repurchase program to acquire outstanding shares of the Company’s common stock.

The Company has entered into equity distribution agreements (the “2012 Equity Distribution Agreements”) with four sales agents, under which it can issue and sell shares of its common stock having an aggregate offering price of up to $50.0 million from time to time through, at its discretion, any of the sales agents. The sales of common stock made under the 2012 Equity Distribution Agreements are made in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). During the three months ended March 31, 2013 the Company completed the issuance of 2,063,828 shares pursuant to the 2012 Equity Distribution Agreements, resulting in net proceeds of approximately $25.6 million at an average stock issuance price of $12.63 per share. The Company used the net proceeds to repay outstanding indebtedness under its unsecured revolving credit facility and for other general corporate and working capital purposes. Subsequent to March 31, 2013, the Company issued 801,300 shares pursuant to the 2012 Equity Distribution Agreements, resulting in net proceeds of approximately $10.7 million at an average stock issuance price of $13.60 per share.

Consolidated net income is reported in the Company’s consolidated financial statements at amounts that include the amounts attributable to both the common stockholders and the non-controlling interests. In conjunction with the Company’s formation transactions, interests in four properties were contributed in exchange for 641,062 OP units. In March 2011, the Company issued an additional 764,343 OP units in connection with the acquisition of the Edwards Theatres property. During the period from March 2012 to March 2013, a total of 591,474 OP units related to the Edwards Theatres acquisition were tendered to the Company for redemption, resulting in the issuance of an additional 531,768 shares of common stock and cash payments totaling approximately $1.9 million to former unitholders (see Note 17 for further discussion). In October 2012, the Company issued an additional 411,184 OP units in connection with the acquisition of the West Broad Village property.

The following table shows the vested ownership interests in the Operating Partnership as of March 31, 2013 and December 31, 2012:

	March 31, 2013					December 31, 2012
	OP Units		Percentage of Total			OP Units		Percentage of Total
Excel Trust, Inc.		46,323,239		97.4	%		44,204,287		97.3	%
Non-controlling interests consisting of:
OP units		1,225,115		2.6	%		1,245,019		2.7	%
Total		47,548,354		100.0	%		45,449,306		100.0	%

A charge/credit is recorded each period in the consolidated statements of income for the non-controlling interests’ proportionate share of the Company’s net income (loss). Ownership interests held by the Company do not include unvested restricted stock.

2010 Equity Incentive Award Plan

The Company has established the 2010 Equity Incentive Award Plan of Excel Trust, Inc. and Excel Trust, L.P. (the “2010 Plan”), pursuant to which the Company’s board of directors or a committee of its independent directors may make grants of stock options, restricted stock, stock appreciation rights and other stock-based awards to its non-employee directors, employees and consultants. The maximum number of shares of the Company’s common stock that may be issued pursuant to the 2010 Plan is 1,350,000 (of which 208,458 shares of common stock remain available for issuance as of March 31, 2013).

The following shares of restricted common stock were issued during the three months ended March 31, 2013:

Grant Date	Price at Grant Date		Number		Vesting Period (yrs.)
Three months ended March 31, 2013(1)	$	13.43		41,500		4

⁽¹⁾  Shares issued to certain of the Company’s employees. These shares vest over four years with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments thereafter.

Shares of the Company’s restricted common stock generally may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the administrator of the 2010 Plan, a domestic relations order, unless and until all restrictions applicable to such shares have lapsed. Such restrictions expire upon vesting. Shares of the Company’s restricted common stock have full voting rights and rights to dividends upon grant. During the three months ended March 31, 2013 and 2012, the Company recognized compensation expense of $562,000 and $785,000, respectively, related to the restricted common stock grants ultimately expected to vest. ASC Topic 718, Compensation — Stock Compensation, requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company has estimated $0 in forfeitures. Stock compensation expense is included in general and administrative expense in the Company’s accompanying condensed consolidated statements of operations.

As of March 31, 2013 and December 31, 2012, there was approximately $3.4 million of total unrecognized compensation expense related to the non-vested shares of the Company’s restricted common stock. As of March 31, 2013, this expense was expected to be recognized over a weighted-average remaining period of 1.9 years.

	Number of Unvested Shares of Restricted Common Stock			Weighted Average Grant Date Fair Value
Balance - January 1, 2013		701,396		$	10.02
Grants		41,500		$	13.43
Forfeitures		—		$	—
Vested		(33,050	)	$	12.37
Balance - March 31, 2013		709,846		$	10.11
Expected to vest - March 31, 2013		709,846		$	10.11

401(k) Retirement Plan

The Company maintains a 401(k) retirement plan covering substantially all employees, which permits participants to defer up to the maximum allowable amount of their eligible compensation as determined by the Internal Revenue Service. This deferred compensation, together with Company matching contributions equal to 100% of employee deferrals up to 3.0% of eligible compensation and 50% of employee deferrals for the next 2.0% of eligible compensation, is fully vested and funded as of March 31, 2013. Costs related to the matching portion of the plan were approximately $36,000 and $27,000, respectively, for the three months ended March 31, 2013 and 2012.