Equity | 5. Equity The following table summarizes the changes in our stockholders’ equity for the nine months ended September 30, 2016 and 2015 (dollars in thousands): Shares Common Stock Par Value Additional Paid-in Capital Retained (Deficit) Distributions in Excess of Earnings Non- controlling Interest in Operating Partnership Member Capital/ (Deficit) Non- controlling Interests Total Equity Nine months ended September 30, 2016 Balance at December 31, 2015 24,168,379 $ 241 $ 391,767 $ (1,694 ) $ (13,051 ) $ 242,631 $ — $ — $ 619,894 Stock based compensation — 221 — — 1,943 — — 2,164 Dividends and distributions paid — — — (20,893 ) (8,352 ) — — (29,245 ) Grant of unvested restricted stock 16,128 — — — — — — — — Redemption of common units for shares of common stock 6,257,640 64 96,514 — — (96,578 ) — — — Public offering 4,719,045 47 80,791 — — — — — 80,838 Net income — — 2,269 — 1,005 — — 3,274 Allocation of non-controlling interest in Operating Partnership — (773 ) — — 773 — — — Balance at September 30, 2016 35,161,192 $ 352 $ 568,520 $ 575 $ (33,944 ) $ 141,422 $ — $ — $ 676,925 Nine months ended September 30, 2015 Balance at December 31, 2014 1,000 $ — $ 1 $ — $ — $ — $ 13,336 $ 283,847 $ 297,184 Distributions — — — — — (9 ) (5,432 ) (5,441 ) Exchange of members’ capital and non-controlling interests for common units and shares of common stock 3,308,000 33 67,312 — — 194,530 (12,738 ) (249,137 ) — Public offering 13,800,000 138 191,445 — — — — — 191,583 Proceeds of private placement 7,033,712 70 105,435 — — — (589 ) (29,278 ) 75,638 Contribution of Western Devcon properties for common units — — — — 86,397 — — 86,397 Stock based compensation — 209 — — 966 — — 1,175 Grant of unvested restricted stock 26,667 — — — — — — — — Buyback of common stock (1,000 ) — (1 ) — — — — — (1 ) Dividends and distributions paid — — — (7,734 ) (4,998 ) (12,732 ) Net loss — — (1,799 ) — (4,419 ) — — (6,218 ) Allocation of non-controlling interest in Operating Partnership — 26,956 — — (26,956 ) — — — Balance at September 30, 2015 24,168,379 $ 241 $ 391,357 $ (1,799 ) $ (7,734 ) $ 245,520 $ — $ — $ 627,585 Our board of directors approved the issuance of 891,000 long-term incentive plan units in the Operating Partnership (“LTIP units”) on May 6, 2015 and 40,000 LTIP units on February 26, 2016 to members of management under a long-term incentive plan. Earned awards (if any) will vest 50% on February 15, 2018 and 50% on February 6, 2019, subject to the Company achieving certain absolute and relative total shareholder returns and management’s continued employment. Vesting will be accelerated in the event of a change in control, termination of employment by the Company without cause, or termination of employment by the award recipient for good reason, death, disability or retirement. If there is a change of control prior to February 15, 2018, earned awards will be calculated based on total shareholder return performance up to the date of the change of control. The LTIP unit awards (i) are subject to forfeiture to the extent awards are not earned and (ii) prior to the performance measurement date are only entitled to one-tenth (10%) of the regular quarterly distributions payable on common units. The Company measures the LTIP unit awards at the fair value on date of grant. In connection with our 2016 annual meeting of stockholders, we issued an aggregate of 16,128 shares of restricted common stock to our non-employee directors pursuant to our 2015 Equity Incentive Plan. The restricted common stock grants will vest upon the earlier of the anniversary of the date of grant or the next annual stockholder meeting. A summary of our shares of restricted common stock and LTIP unit awards at September 30, 2016 is as follows: Restricted Shares Restricted Shares Weighted Average Grant Date Fair Value LTIP Units LTIP Units Weighted Average Grant Date Fair Value Outstanding, December 31, 2015 26,667 $ 15.00 891,000 $ 8.67 Vested (26,667 ) 15.00 — — Granted 16,128 18.60 40,000 14.15 Forfeited — — (5,000 ) 8.67 Outstanding, September 30, 2016 16,128 $ 18.60 926,000 $ 8.91 We recognized $2.2 million in compensation expense related to the restricted common stock and the LTIP unit awards for the nine months ended September 30, 2016. As of September 30, 2016, unrecognized compensation expense for both awards was $4.9 million, which will be amortized over the vesting period. We valued our non-vested restricted share award issued in 2016 at the grant date fair value, which was the market price of our shares of common stock. For the LTIP unit awards issued in 2016, we used a Monte Carlo Simulation (risk-neutral approach) to determine the number of shares that may be issued pursuant to the award. We utilized a risk-free rate of 0.7%, derived from the Treasury note yield as of the grant date. Since the Company has a limited amount of operating history, the expected volatility assumption of 20.0% was derived from the observed historical volatility of the common stock prices of a select group of peer companies within the REIT industry. Based on the selected dividend yields of the peer companies and expected dividend levels, we utilized an expected dividend yield of 5.5%. No additional shares of common stock or options were issued and outstanding under the 2015 Equity Incentive Plan as of September 30, 2016. On June 7, 2016, we completed an underwritten public offering of an aggregate of 6,219,045 shares of common stock, consisting of 4,719,045 shares sold by us to the underwriters and 1,500,000 shares offered on a forward basis in connection with certain forward sales agreements. The gross proceeds from the offering of 4,719,045 shares sold by us to the underwriters was $84.9 million before deducting underwriting discounts, commissions and estimated offering expenses. The forward sales agreements entered into with respect to 1,500,000 of the Company’s common shares are at an initial price to the Company of $17.235 per share. Subject to the Company’s right to elect cash or net share settlement, the Company expects to physically settle the forward sales agreements no later than December 7, 2016. The Company will account for the forward sales agreements as equity. In connection with the liquidation of the Easterly Funds, an aggregate of 6,257,640 shares of common stock were issued between May 11, 2016 and September 30, 2016 upon the redemption of an aggregate of 6,257,640 common units in accordance with the terms of the partnership agreement of the Operating Partnership. On May 4, 2016, our board of directors declared a dividend for the first quarter of 2016 in the amount of $0.23 per share of common stock and per common unit outstanding to stockholders and common unit holders of record as of the close of business on June 8, 2016. Our board of directors also declared a dividend for the first quarter of 2016 for each LTIP unit in an amount equal to 10% of the dividend paid per common unit. Such dividends were paid on June 23, 2016. On August 3, 2016, our board of directors declared a dividend for the second quarter of 2016 in the amount of $0.23 per share of common stock and per common unit outstanding to stockholders and common unit holders of record as of the close of business on August 26, 2016. Our board of directors also declared a dividend for the second quarter of 2016 for each LTIP unit in an amount equal to 10% of the dividend paid per common unit. Such dividends were paid on September 13, 2016. On November 3, 2016, our board of directors declared a dividend for the third quarter of 2016 in the amount of $0.24 per share of common stock and per common unit outstanding to stockholders and common unit holders of record as of the close of business on December 7, 2016. Our board of directors also declared a dividend for the third quarter of 2016 for each LTIP unit in an amount equal to 10% of the dividend paid per common unit. Such dividends are to be paid on December 22, 2016. |