Equity | 7. Equity The following table summarizes the changes in our stockholders’ equity for the nine months ended September 30, 2017 and 2016 (dollars in thousands): Shares Common Stock Par Value Additional Paid-in Capital Retained Earnings (Deficit) Cumulative Dividends Accumulated Other Comprehensive Income Non- controlling Interest in Operating Partnership Total Equity Nine months ended September 30, 2017 Balance at December 31, 2016 36,874,810 $ 369 $ 596,971 $ 1,721 $ (42,794 ) $ 3,038 $ 137,561 $ 696,866 Stock based compensation — 240 — — — 1,975 2,215 Dividends and distributions paid — — — (29,401 ) — (6,082 ) (35,483 ) Grant of unvested restricted stock 17,912 — — — — — — — Redemption of common units for shares of common stock 1,361,594 14 20,387 — — — (20,401 ) — Issuance of common stock 5,619,480 56 102,885 — — — — 102,941 Unrealized loss on interest rate swaps — — — — (411 ) (286 ) (697 ) Net income — — 2,693 — — 596 3,289 Allocation of non-controlling interest in Operating Partnership — (1,603 ) — — — 1,603 — Balance at September 30, 2017 43,873,796 $ 439 $ 718,880 $ 4,414 $ (72,195 ) $ 2,627 $ 114,966 $ 769,131 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 On March 8, 2017, the Company issued an aggregate of 2,692 shares of restricted common stock to certain employees pursuant to our 2015 Equity Incentive Plan. The restricted common stock grants will vest upon the second anniversary of the grant date so long as the grantee remains an employee of the Company on such date. In connection with our 2017 annual meeting of stockholders, we issued an aggregate of 15,220 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 long-term incentive plan units in the Operating Partnership (“LTIP units”) awards at September 30, 2017 is as follows: Restricted Shares Restricted Shares Weighted Average Grant Date Fair Value Per Share LTIP Units LTIP Units Weighted Average Grant Date Fair Value Per Share Outstanding, December 31, 2016 16,128 $ 18.60 926,000 $ 8.91 Vested (16,128 ) 18.60 — — Granted 17,912 19.72 — — Forfeited — — — — Outstanding, September 30, 2017 17,912 $ 19.72 926,000 $ 8.91 We recognized $2.2 million in compensation expense related to our shares of restricted common stock and the LTIP unit awards for the nine months ended September 30, 2017. As of September 30, 2017, unrecognized compensation expense for both sets of awards was $2.3 million, which will be amortized over the vesting period. We valued our non-vested restricted share award issued in 2017 at the grant date fair value, which was the market price of our shares of common stock as of the applicable grant date. On March 27, 2017, we completed an underwritten public offering of an aggregate of 4,945,000 shares of common stock, including 645,000 shares sold pursuant the underwriters’ exercise in full of their option to purchase additional shares. The shares were offered on a forward basis in connection with certain forward sales agreements entered into with certain financial institutions, acting as forward purchasers. Pursuant to the forward sales agreements, the forward purchasers borrowed and the forward sellers, acting as agents for the forward purchasers, sold an aggregate of 4,945,000 shares in the public offering. On September 11, 2017, the Company physically settled the forward sales agreements by issuing an aggregate of 4,945,000 shares of common stock in exchange for approximately $92.7 million. The Company accounted for the forward share agreements as equity. In connection with the liquidation of certain private investment funds that contributed assets in our initial public offering, we issued 1,361,594 shares of our common stock between January 1, 2017 and September 30, 2017 upon the redemption of 1,361,594 common units in accordance with the terms of the partnership agreement of the Operating Partnership. A summary of dividends declared by the board of directors per share of common stock and per common unit at the date of record is as follows: Quarter Declaration Date Record Date Pay Date Dividend (1) Q1 2017 May 3, 2017 June 14, 2017 June 29, 2017 0.25 Q2 2017 August 2, 2017 September 13, 2017 September 28, 2017 0.25 Q3 2017 November 2, 2017 December 6, 2017 December 21, 2017 0.26 (1) Our board of directors also declared a dividend for each LTIP unit in an amount equal to 10% of the dividend paid per common unit. On March 3, 2017, we entered into separate equity distribution agreements with each of Citigroup Global Markets Inc., BTIG, LLC, Jefferies LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc. (collectively, the “managers”), pursuant to which we may issue and sell the shares of our common stock having an aggregate offering price of up to $100.0 million from time to time through the managers, acting as sales agents and/or principals (the “ATM Program”). The sales of shares of our common stock under the equity distribution agreements may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act. During the nine months ended September 30, 2017, we issued an aggregate of 674,480 shares of our common stock through the ATM Program, generating proceeds of approximately $14.3 million, net of offering costs. We used the proceeds for general corporate purposes. As of September 30, 2017, we had approximately $85.5 million of gross sales of our common stock available under the ATM Program. |