Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v2.4.1.9
Stockholders' Equity
 12 Months Ended
Dec. 31, 2014
Equity [Abstract]  
Stockholders' Equity

10. Stockholders’ Equity

Distributions

Our Board of Directors declared the following distributions per share for the years ended December 31, 2014, 2013, and 2012:

 

     For the year ended December 31,  
     2014      2013      2012  

Common Stock

    $ 1.50       $ 1.50       $ 1.50   

Senior Common Stock

      1.05         1.05         1.05   

Series A Preferred Stock

      1.9374996         1.9374996         1.9374996   

Series B Preferred Stock

      1.8750         1.8750         1.8750   

Series C Preferred Stock

      1.7813         1.7813         1.6328  (1) 

 

(1)  The Series C Preferred Stock was issued on January 31, 2012.

 

For federal income tax purposes, distributions paid to stockholders may be characterized as ordinary income, capital gains, return of capital or a combination of the foregoing. We had no capital gains during the last three years. The characterization of distributions during each of the last three years is reflected in the table below:

 

     Ordinary Income     Return of Capital  

Common Stock

     

For the year ended December 31, 2012

      0.00000 %      100.00000 % 

For the year ended December 31, 2013

      18.32962 %      81.67038 % 

For the year ended December 31, 2014

      0.00000 %      100.00000 % 

Senior Common Stock

     

For the year ended December 31, 2012

      0.00000 %      100.00000 % 

For the year ended December 31, 2013

      100.00000 %      0.00000 % 

For the year ended December 31, 2014

      0.00000 %      100.00000 % 

Series A Preferred Stock

     

For the year ended December 31, 2012

      91.70830 %      8.29170 % 

For the year ended December 31, 2013

      100.00000 %      0.00000 % 

For the year ended December 31, 2014

      24.10732 %      75.89268 % 

Series B Preferred Stock

     

For the year ended December 31, 2012

      91.70830 %      8.29170 % 

For the year ended December 31, 2013

      100.00000 %      0.00000 % 

For the year ended December 31, 2014

      24.10732 %      75.89268 % 

Series C Preferred Stock

     

For the year ended December 31, 2012

      91.70830 %      8.29170 % 

For the year ended December 31, 2013

      100.00000 %      0.00000 % 

For the year ended December 31, 2014

      24.10732 %      75.89268 % 

Recent Activity

On June 6, 2014, we completed a public offering of 1,610,000 shares of our common stock at a public offering price of $17.00 per share. Gross proceeds of the offering totaled $27.4 million and net proceeds, after deducting offering expenses borne by us, were $26.0 million, which we used to acquire real estate.

Ongoing Activity

On September 2, 2014, we entered into an open market sale arrangement, or the New ATM, with Cantor Fitzgerald & Co., or Cantor Fitzgerald, pursuant to which we may, from time to time, offer to sell shares of our common stock with an aggregate sales price of up to $100.0 million on the open market through Cantor Fitzgerald, acting as sales agent and/or principal. Under the New ATM, Cantor Fitzgerald is entitled to compensation equal to up to 2.0% of the gross proceeds of the common shares it sells. During 2014, we sold a total of 1.9 million shares with aggregate net proceeds of $32.0 million, and have a remaining capacity to sell up to $67.5 million of common stock under the New ATM with Cantor Fitzgerald.

On August 26, 2014, we provided notice of our termination of our prior open market sale arrangement, or the Prior ATM, with Jefferies LLC, or Jefferies, under which we offered to sell shares of our common stock with an aggregate sales price of up to $25.0 million on the open market through Jefferies, as agent, or to Jefferies, as principal. From November 2009 through August 2014, we issued and sold $21.8 million in gross proceeds under the Prior ATM. During 2014, we raised approximately $7.6 million in net proceeds under the Prior ATM.

In March 2011, we commenced an offering of an aggregate of 3,500,000 shares of our Senior Common Stock, par value $0.001 per share, at a price to the public of $15.00 per share, of which 3,000,000 shares are intended to be offered pursuant to the primary offering and 500,000 shares are intended to be offered pursuant to our senior common distribution reinvestment plan, or the DRIP. We, however, reserve the right to reallocate the number of shares being offered between the primary offering and the DRIP. As of December 31, 2014, we had sold 738,942 shares of Senior Common Stock in this ongoing offering, for gross proceeds of $11.1 million, and issued an additional 24,315 shares of Senior Common Stock under the DRIP program. We have elected not to renew this offering program and it will terminate on March 28, 2015.

Note to Employee

The following table is a summary of the outstanding note issued to an employee of the Adviser for the exercise of stock options (dollars in thousands):

 

Date Issued

    Outstanding Balance
of Employee Loan at
December 31, 2014		      Outstanding Balance
of Employee Loan at
December 31, 2013		      Maturity Date
of Note		    Interest Rate
on Note		  

Nov 2006

    $ 375       $ 375       Nov 2015      8.15 % 

The employee stock option program terminated in 2006. In accordance with ASC 505-10-45-2, “Equity,” receivables from employees for the issuance of capital stock to employees prior to the receipt of cash payment should be reflected in the balance sheet as a reduction to stockholders’ equity. Therefore, this note was recorded as a full recourse loan to the employee and is included in the equity section of the accompanying consolidated balance sheets. As of December 31, 2014, this loan maintained its full recourse status.