Partners' Capital | 9 Months Ended |
Sep. 30, 2013 |
Partners' Capital | ' |
7. Partners’ Capital |
Preferred Contributions |
On July 18, 2013, the Company redeemed the 2,000,000 Depositary Shares, each representing 1/10,000th of a share of the Company's 7.25% Series K Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series K Preferred Stock"), at a redemption price of $25.00 per Depositary Share, and paid a pro-rated third quarter dividend of $0.090625 per Depositary Share, totaling $181. An equivalent number of Series K Cumulative Redeemable Preferred Units ("the Series K Preferred Units") were redeemed on July 18, 2013 as well. The initial offering costs associated with the issuance of the Series K Preferred Units, as well as costs associated with the redemption, totaled $2,121 and are reflected as a deduction from net income in determining earnings per unit for the three and nine months ended September 30, 2013. |
On April 11, 2013, the Company redeemed the remaining 4,000,000 Depositary Shares, each representing 1/10,000th of a share, of the Company's 7.25% Series J Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series J Preferred Stock"), at a redemption price of $25.00 per Depositary Share, and paid a pro-rated second quarter dividend of $0.055382 per Depositary Share, totaling $221. An equivalent number of Series J Cumulative Redeemable Preferred Units (the "Series J Preferred Units") were redeemed on April 11, 2013 as well. The remaining initial offering costs associated with the issuance of the Series J Preferred Units, as well as costs associated with the redemption, totaled $3,546 and are reflected as a deduction from net income in determining earnings per unit for the nine months ended September 30, 2013. |
Unit Contributions |
During the nine months ended September 30, 2013, the Company issued 8,400,000 shares of the Company’s common stock in an underwritten public offering. Net proceeds were $132,050. The proceeds were contributed to us in exchange for Units and are reflected in our financial statements as a general partner contribution. |
On March 1, 2012, the Company and the Operating Partnership entered into distribution agreements with sales agents to sell up to 12,500,000 shares of the Company's common stock, for up to $125,000 aggregate gross sale proceeds, from time to time in "at-the-market" offerings (the "ATM"). During the nine months ended September 30, 2013, the Company issued 2,315,704 shares of the Company's common stock under the ATM resulting in net proceeds to the Company of $41,735. These proceeds were contributed to us in exchange for an equivalent number of Units and are reflected in our financial statements as a general partner contribution. Under the terms of the ATM, sales are to be made primarily in transactions that are deemed to be "at the market" offerings, including sales made directly on the New York Stock Exchange or sales made through a market maker other than on an exchange or by privately negotiated transactions. |
During the nine months ended September 30, 2013, 99,508 limited partnership units were converted into an equivalent number of general partnership units, resulting in a reclassification of $943 between Limited Partners Units and General Partner Units. |
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Restricted Units and Long-Term Incentive Program |
During the nine months ended September 30, 2013, the Company awarded 284,461 shares of restricted stock awards to certain employees, which had a fair value of $4,719 on the date of approval by the Compensation Committee of the Board of Directors. We issued Units to the Company in the same amounts. These restricted stock awards vest over a period of three years. Compensation expense will be charged to earnings over the vesting period for the shares expected to vest except if the recipient is not required to provide future service in exchange for vesting of the shares. If vesting of a recipient's restricted stock is not contingent upon future service, the expense is recognized immediately at the date of grant. During the nine months ended September 30, 2013, we recognized $1,008 of compensation expense related to restricted shares granted during the first quarter to our Chief Executive Officer for which future service was not required. |
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The Board of Directors adopted the 2013 Long-Term Incentive Program ("LTIP") and effective July 1, 2013, certain officers and employees of the Company were granted 718,960 performance units ("LTIP Unit Awards"). The LTIP Unit Awards had a fair value of $5,411 on the grant date as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. The LTIP Unit Awards vest based upon the relative total shareholder return ("TSR") of the Company's stock compared to the TSRs of the MSCI US REIT Index and the NAREIT Industrial Index. The TSR for half of the granted units is calculated based upon the performance from July 1, 2013 through June 30, 2014 and the other half is calculated based upon the performance from July 1, 2013 through December 31, 2015. Compensation expense will be charged to earnings on a straight-line basis over the respective performance periods. At the end of the respective performance periods, each participant will be issued shares of our common stock equal to the maximum shares issuable to the participant for the performance period multiplied by a percentage, ranging from 0% to 100%, based on our TSR as compared to the TSR of the MSCI US REIT Index and the NAREIT Industrial Index. The participants will also be entitled to dividend equivalents for shares issued pursuant to vested LTIP Unit Awards, which dividend equivalents represent any common dividends that would been paid with respect to such issued shares after the grant of the LTIP Unit Awards and prior to the date of settlement. |
We recognized $1,769 and $4,436 for the three and nine months ended September 30, 2013, respectively, and $1,309 and $3,707 for the three and nine months ended September 30, 2012, respectively, in amortization related to restricted stock and unit awards and LTIP Unit Awards, of which $11 and $24, respectively, was capitalized in connection with development activities for the three and nine months ended September 30, 2013, respectively, and $19 and $19 for the three and nine months ended September 30, 2012, respectively. At September 30, 2013, we had $9,094 in unrecognized compensation related to unvested restricted stock and LTIP Unit Awards. The weighted average period that the unrecognized compensation is expected to be recognized is 0.90 years. |
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Distributions |
The coupon rate of our Series F Preferred Units resets every quarter at 2.375% plus the greater of (i) the 30 year Treasury constant maturity treasury ("CMT") Rate, (ii) the 10 year Treasury CMT Rate or (iii) 3 month LIBOR. For the third quarter of 2013, the new coupon rate was 5.935%. See Note 11 for additional derivative information related to the Series F Preferred Units coupon rate reset. |
The following table summarizes distributions accrued during the nine months ended September 30, 2013: |
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| | | | | | | |
| Nine Months Ended September 30, 2013 |
| Distribution | | Total |
per Unit | Distribution |
General Partner/Limited Partner Units | $ | 0.255 | | | $ | 29,074 | |
|
Series F Preferred Units | $ | 4,242.04 | | | $ | 2,121 | |
|
Series G Preferred Units | $ | 5,427.00 | | | $ | 1,357 | |
|
Series J Preferred Units * | $ | 5,085.12 | | | $ | 2,034 | |
|
Series K Preferred Units ** | $ | 9,968.85 | | | $ | 1,994 | |
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* The second quarter 2013 distribution per unit was pro-rated as discussed in the "Preferred Contributions" section. |
**The third quarter 2013 distribution per unit was pro-rated as discussed in the "Preferred Contributions" section. |