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Equity
12 Months Ended
Dec. 31, 2015
Equity  
Equity

10.Equity

 

Stockholders’ Equity

 

As of December 31, 2015 and 2014, the Company’s authorized capital was 500 million shares of common stock and 100 million shares of preferred stock. The Company had 30.1 million and 25.0 million shares of common stock issued and outstanding as of December 31, 2015 and 2014, respectively. No shares of preferred stock were issued and outstanding as of December 31, 2015 or 2014.

 

On April 8, 2015, the Company issued 415,500 shares of common stock in a private placement as partial consideration for the acquisition of Perry Hall Marketplace.

 

On May 5, 2015, the Company commenced an at-the-market continuous equity program through which the Company may, from time to time, issue and sell shares of its common stock having an aggregate offering price of up to $50.0 million. During the year ended December 31, 2015, the Company issued and sold an aggregate of 1,108,149 shares of common stock at a weighted average price of $10.26 per share. Net proceeds to the Company after offering costs and commissions were $10.9 million.

 

On December 9, 2015, the Company completed an underwritten public offering of 3,450,000 shares of common stock. The net proceeds to the Company after deducting the underwriting discount and related offering costs were $35.1 million.

 

On September 15, 2014, the Company completed an underwritten public offering of 5,750,000 shares of common stock. The net proceeds to the Company after deducting the underwriting discount and related offering costs were $49.3 million.

 

Noncontrolling Interests

 

As of December 31, 2015 and 2014, the Company held a 65.6% and 62.9% interest in the Operating Partnership, respectively. As the sole general partner and the majority interest holder, the Company consolidates the financial position and results of operations of the Operating Partnership. Noncontrolling interests in the Company represent OP Units not held by the Company.

 

As partial consideration for Columbus Village, the Operating Partnership issued 1,000,000 Class B Units on July 10, 2015 and agreed to issue 275,000 Class C Units on January 10, 2017. Subject to the occurrence of certain events, the Class B Units and Class C Units will not earn or accrue distributions until July 10, 2017 and January 10, 2018, respectively, at which time they automatically convert to Class A Units.

 

On January 17, 2014, the Operating Partnership issued 695,652 Class A Units as partial consideration for the acquisition of Liberty Apartments. On March 31, 2014, the Operating Partnership issued 30,000 Class A Units in exchange for all noncontrolling interests in Sandbridge Commons. The Company recognized the difference between the fair value of the Class A Units issued and the adjustment to the carrying amount of the noncontrolling interests in Sandbridge Commons directly in equity as additional paid-in capital. On August 15, 2014, the Operating Partnership issued 990,952 Class A Units as partial consideration for the acquisition of Dimmock Square. 

 

Holders of OP Units may not transfer their units without the Company’s prior consent as general partner of the Operating Partnership. Subject to the satisfaction of certain conditions, holders of Class A Units may tender their units for redemption by the Operating Partnership in exchange for cash equal to the market price of shares of the Company’s common stock at the time of redemption or, at the Company’s option and sole discretion, for unregistered or registered shares of common stock on a one-for-one basis. Accordingly, the Company presents OP Units of the Operating Partnership not held by the Company as noncontrolling interests within equity in the consolidated balance sheets. 

 

Common Stock Dividends and Class A Unit Distributions

 

During the year ended December 31, 2015, the Company declared the following dividends per share and distributions per unit:

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

Dividend Per

 

 

 

 

 

 

 

Share/Distribution

 

Declaration Date 

 

Record Date 

 

Paid Date 

 

Per Unit 

 

January 28, 2015

 

April 1, 2015

 

April 9, 2015

 

$

0.17

 

May 8, 2015

 

July 1, 2015

 

July 9, 2015

 

 

0.17

 

August 6, 2015

 

October 1, 2015

 

October 8, 2015

 

 

0.17

 

November 6, 2015

 

December 31, 2015

 

January 7, 2016

 

 

0.17

 

 

 

 

 

Total

 

$

0.68

 

 

During the year ended December 31, 2015, the Company paid cash dividends of $17.1 million to common stockholders and the Operating Partnership paid cash distributions of $9.9 million to holders of Class A Units.

 

The tax treatment of dividends paid to common stockholders during the year ended December 31, 2015 was as follows (unaudited):

 

 

 

 

 

Capital gains

    

%

Ordinary income

 

64.21

%

Return of capital

 

35.79

%

Total

 

100.0

%

 

During the year ended December 31, 2014, the Company declared the following dividends per share and distributions per unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Dividend Per

 

 

 

 

 

 

 

Share/Distribution

 

Declaration Date

    

Record Date

    

Paid Date

 

Per Unit

 

February 18, 2014

 

April 1, 2014

 

April 10, 2014

 

$

0.16

 

May 9, 2014

 

July 1, 2014

 

July 10, 2014

 

 

0.16

 

August 4, 2014

 

October 1, 2014

 

October 9, 2014

 

 

0.16

 

November 10, 2014

 

December 30, 2014

 

January 8, 2015

 

 

0.16

 

 

 

 

 

Total

 

$

0.64

 

 

During the year ended December 31, 2014, the Company paid cash dividends of $13.2 million to common stockholders and the Operating Partnership paid cash distributions of $8.9 million to holders of Class A Units.

 

The tax treatment of dividends paid to common stockholders during the year ended December 31, 2014 was as follows (unaudited):

 

 

 

 

 

Capital gains

    

5.3

%

Ordinary income

 

52.3

%

Return of capital

 

42.4

%

Total

 

100.0

%

 

During the year ended December 31, 2013, the Company declared the following dividends per share and distributions per unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Dividend Per

 

 

 

 

 

 

 

Share/Distribution

 

Declaration Date

    

Record Date

    

Paid Date

 

Per Unit

 

June 19, 2013

 

July 1, 2013

 

July 11, 2013

 

$

0.08

 

August 9, 2013

 

October 1, 2013

 

October 10, 2013

 

 

0.16

 

November 11, 2013

 

December 30, 2013

 

January 9, 2014

 

 

0.16

 

 

 

 

 

Total

 

$

0.40

 

 

 

During the year ended December 31, 2013, the Company paid cash dividends of $4.6 million to common stockholders and the Operating Partnership paid cash distributions of $3.1 million to holders of OP Units.

 

The tax treatment of dividends paid to common stockholders during the year ended December 31, 2013 was as follows (unaudited):

 

 

 

 

 

Ordinary income

    

17.0

%

Return of capital

 

83.0

%

Total

 

100.0

%

 

Subsequent to December 31, 2015

 

On January 7, 2016, the Company paid cash dividends of $5.1 million to common stockholders and the Operating Partnership paid cash distributions of $2.5 million to holders of Class A Units.

 

On January 31, 2016, the Board of Directors declared a cash dividend of $0.18 per share to stockholders of record on March 30, 2016.