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Note 14 - Stockholders' Equity
9 Months Ended
Sep. 30, 2014
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]

14.              Stockholders’ Equity


 

(a) 

Dividends on Preferred Stock


The Company had 200,000,000 authorized shares of preferred stock, par value $0.01 per share, with 3,000,000 shares issued and outstanding as of September 30, 2014 and December 31, 2013. On June 4, 2013, the Company issued 3,000,000 shares of 7.75% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”), with a par value of $0.01 per share and a liquidation preference of $25 per share, 3,450,000 shares authorized, in an underwritten public offering, for net proceeds of approximately $72.4 million, after deducting underwriting discounts and offering expenses.   The Series B Preferred Stock is entitled to receive a dividend at a rate of 7.75% per year on the $25 liquidation preference and is senior to the common stock with respect to dividends and distribution of assets upon liquidation, dissolution or winding up.  The Series B Preferred Stock generally does not have any voting rights, subject to an exception in the event the Company fails to pay dividends on such stock for six or more quarterly periods (whether or not consecutive).  Under such circumstances, the Series B Preferred Stock will be entitled to vote to elect two additional directors to the Company’s Board of Directors (the “Board”) designating the Series B Preferred Stock until all unpaid dividends have been paid or declared and set apart for payment.  In addition, certain material and adverse changes to the terms of the Series B Preferred Stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of Series B Preferred Stock.


The Series B Preferred Stock is not redeemable by the Company prior to June 4, 2018, except under circumstances intended to preserve the Company’s qualification as a REIT and except upon the occurrence of a Change of Control (as defined in the Articles Supplementary designating the Series B Preferred Stock). On and after June 4, 2018, the Company may, at its option, redeem the Series B Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends.


In addition, upon the occurrence of a Change of Control, the Company may, at its option, redeem the Series B Preferred Stock, in whole or in part, within 120 days after the first date, on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends.


The Series B Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company’s common stock in connection with a Change of Control by the holders of the Series B Preferred Stock.


Upon the occurrence of a Change of Control, each holder of Series B Preferred Stock will have the right (unless the Company has exercised its right to redeem the Series B Preferred Stock) to convert some or all of the Series B Preferred Stock held by such holder into a number of shares of our common stock per share of Series B Preferred Stock determined by a formula, in each case, on the terms and subject to the conditions described in the Articles Supplementary.


From the time of original issuance of the Series B Preferred Stock through September 30, 2014, the Company has declared and paid all required quarterly dividends on such stock. The following table presents the relevant dates with respect to such quarterly cash dividends on the Series B Preferred Stock from issuance through September 30, 2014:


Declaration Date

 

Record Date

 

Payment Date

 

Cash

Dividend

Per Share

 

September 18, 2014

 

October 1, 2014

 

October 15, 2014

  $ 0.484375  

June 18, 2014

 

July 1, 2014

 

July 15, 2014

  $ 0.484375  

March 13, 2014

 

April 1, 2014

 

April 15, 2014

  $ 0.484375  

December 10, 2013

 

January 1, 2014

 

January 15, 2014

  $ 0.484375  

September 12, 2013

 

October 1, 2013

 

October 15, 2013

  $ 0.484375  

June 18, 2013

 

July 1, 2013

 

July 15, 2013

  $ 0.220660  

 

(b)

Dividends on Common Stock


The following table presents cash dividends declared by the Company on its common stock with respect to each of the quarterly periods commencing January 1, 2013 and ended September 30, 2014:


Period

 

Declaration Date

 

Record Date

 

Payment Date

 

Cash

Dividend

Per Share

 

Third Quarter 2014

 

September 18, 2014

 

September 29, 2014

 

October 27, 2014

  $ 0.27  

Second Quarter 2014

 

June 18, 2014

 

June 30, 2014

 

July 25, 2014

    0.27  

First Quarter 2014

 

March 13, 2014

 

March 24, 2014

 

April 25, 2014

    0.27  

Fourth Quarter 2013

 

December 10, 2013

 

December 20, 2013

 

January 27, 2014

    0.27  

Third Quarter 2013

 

September 12, 2013

 

September 23, 2013

 

October 25, 2013

    0.27  

Second Quarter 2013

 

June 18, 2013

 

June 28, 2013

 

July 25, 2013

    0.27  

First Quarter 2013

 

March 18, 2013

 

March 28, 2013

 

April 25, 2013

    0.27  

 

(c)

Public Offering of Common Stock


The table below presents information with respect to shares of the Company’s common stock issued through public offerings during the nine months ended September 30, 2014.


Share Issue Date

 

Shares Issued

   

Net

Proceeds (1)

 

(Amounts in Thousands)

               

April 7, 2014

    14,950     $ 109,916  

January 10, 2014

    11,500     $ 75,846  

 

(1)

Proceeds are net of underwriting costs and offering expenses paid by the Company.


 

(d)

Equity Distribution Agreement


On June 11, 2012, we entered into an equity distribution agreement with JMP Securities LLC (“JMP”) as the placement agent, pursuant to which we may sell up to $25,000,000 worth of shares of our common stock from time to time through JMP. We have no obligation to sell any of the shares under the equity distribution agreement and may at any time suspend solicitations and offers under the equity distribution agreement. During the nine months ended September 30, 2014, there were no shares issued under the equity distribution agreement. During the nine months ended September 30, 2013, we issued 480,014 shares under the equity distribution agreement resulting in total net proceeds to the Company of $3.5 million, after deducting the placement fees.