XML 27 R15.htm IDEA: XBRL DOCUMENT v3.7.0.1
Equity
3 Months Ended
Mar. 31, 2017
Equity [Abstract]  
Equity
Equity
 
Stockholders’ Equity
 
On May 4, 2016, the Company commenced an at-the-market continuous equity offering program (the “ATM 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 $75.0 million. During the three months ended March 31, 2017, the Company issued and sold an aggregate of 248,559 shares of common stock at a weighted average price of $14.17 per share under the ATM Program, receiving net proceeds after offering costs and commissions of $3.4 million.
 
As of March 31, 2017 and December 31, 2016, the Company’s authorized capital was 500 million shares of common stock and 100 million shares of preferred stock. The Company had 37,813,127 and 37,490,361 shares of common stock issued and outstanding as of March 31, 2017 and December 31, 2016, respectively. No shares of preferred stock were issued and outstanding as of March 31, 2017 or December 31, 2016.

Redeemable Noncontrolling Interests

The noncontrolling interest holder of Johns Hopkins Village has the option to redeem the 20% noncontrolling interest in that entity (the "Put Option"). Currently, the Put Option may be redeemed for $2.0 million in cash or the equivalent amount in Class A units of limited partnership interest in the Operating Partnership ("Class A Units"), which is at the holder's control. Upon the first anniversary of the certificate of occupancy, which occurs in August 2017, the Put Option may be settled for the fair value of the 20% noncontrolling interest in Johns Hopkins Village, as determined by appraised value. Because the timing of the Put Option's redemption is outside of the Company's control, it has been included in temporary equity. Upon the exercise of the Put Option, it will be reclassed into permanent equity.
 
Noncontrolling Interests
 
As of March 31, 2017 and December 31, 2016, the Company held a 67.9% and 68.1% interest, respectively, in the Operating Partnership. The Company is the primary beneficiary of the Operating Partnership as it has the power to direct the activities of the Operating Partnership and the rights to absorb 67.9% of the net income of the Operating Partnership. As the primary beneficiary, the Company consolidates the financial position and results of operations of the Operating Partnership. Noncontrolling interests in the Company represent units of limited partnership interest in the Operating Partnership not held by the Company. The noncontrolling interest for the consolidated entities under development or construction (see Note 1) was zero as of March 31, 2017 and December 31, 2016.
 
As of March 31, 2017, there were 16,583,610 Class A 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 issued 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 each automatically will convert to Class A Units.

On January 10, 2017, the Operating Partnership issued 68,691 Class A Units to acquire the remaining 20% interest in the Town Center Phase VI project.


Common Stock Dividends and Class A Unit Distributions
 
On January 5, 2017, the Company paid cash dividends of $6.7 million to common stockholders and the Operating Partnership paid cash distributions of $3.0 million to holders of Class A Units.

On February 2, 2017, the Board of Directors declared a cash dividend of $0.19 per share payable on April 6, 2017 to stockholders of record on March 29, 2017.
 
Subsequent to March 31, 2017

On April 6, 2017, the Company paid cash dividends of $7.2 million to common stockholders and the Operating Partnership paid cash distributions of $3.2 million to holders of Class A Units.

From April 1, 2017 to April 13, 2017, the Company issued and sold an aggregate of 202,131 shares of common stock under the ATM Program at a weighted average price of $13.97 per share. Net proceeds to the Company after offering costs and commissions were $2.8 million.