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Stockholders' Equity and Dividends
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Stockholders' Equity and Dividends

7. Stockholders’ Equity and Dividends

Dividends to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the Board. Net realized capital gains, if any, generally are distributed at least annually, although the Company may decide to retain such capital gains for investment.

The Company has adopted a dividend reinvestment plan (the “Plan”) that provides for reinvestment of dividends on behalf of stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes, and the Company declares, a cash dividend, then stockholders who have not “opted out” of the dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of Common Stock, rather than receiving the cash dividends. Additionally, if the Company makes a dividend to be paid in cash or in stock at the election of stockholders as of the applicable dividend record date (a “Cash/Stock Dividend”), the terms are subject to the amended Plan dated May 13, 2020 described below.

For the years ended December 31, 2022 and 2021, declared dividends to common stockholders were as follows:

Date Declared

 

Record Date

 

Payment Date

 

Type

 

Amount Per Share

 

Total Amount

 

Reinvested dividends paid during quarter (1) (2)

 

March 1, 2022

 

March 17, 2022

 

April 7, 2022

 

Regular

 

$

0.10

 

$

7,380,270

 

$

698,261

 

April 27, 2022

 

June 16, 2022

 

July 7, 2022

 

Regular

 

 

0.10

 

 

7,363,184

 

 

744,840

 

August 2, 2022

 

September 15, 2022

 

October 6, 2022

 

Regular

 

 

0.10

 

 

7,312,237

 

 

691,653

 

October 28, 2022

 

December 16, 2022

 

January 6, 2023

 

Regular

 

 

0.10

 

 

7,257,191

 

 

736,774

 

Total

 

 

 

 

 

 

 

$

0.40

 

$

29,312,882

 

$

2,871,528

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date Declared

 

Record Date

 

Payment Date

 

Type

 

Amount Per Share

 

Total Amount

 

Reinvested dividends paid during quarter (1) (2)

 

March 2, 2021

 

March 17, 2021

 

April 7, 2021

 

Regular

 

$

0.10

 

$

7,441,594

 

$

 

April 28, 2021

 

June 16, 2021

 

July 7, 2021

 

Regular

 

 

0.10

 

 

7,413,594

 

 

541,771

 

July 28, 2021

 

September 15, 2021

 

October 6, 2021

 

Regular

 

 

0.10

 

 

7,405,845

 

 

593,078

 

November 2, 2021

 

December 16, 2021

 

January 6, 2022

 

Regular

 

 

0.10

 

 

7,392,972

 

 

628,043

 

Total

 

 

 

 

 

 

 

$

0.40

 

$

29,654,005

 

$

1,762,892

 

 

(1)
The Company has adopted a dividend reinvestment plan that provides for reinvestment of dividends on behalf of stockholders, unless a stockholder elects to receive cash.
(2)
Dividends reinvested through purchase of shares in the open market.

On March 6, 2018, the Company's Board adopted amendments to the Plan. Under the terms of the amended Plan, if the Company declares a dividend or determines to make a capital gain or other distribution, the reinvestment plan agent will acquire shares for the participants’ accounts, depending upon the following circumstances, (i) through receipt of additional unissued but authorized shares from the Company (“newly issued shares”) and/or (ii) by purchase of outstanding shares on the open market (“open-market purchases”). If, on the dividend payment date, the last quarterly net asset value per share (“NAV”) is equal to or less than the closing market price per share on such dividend payment date (such condition often referred to as a “market premium”), the reinvestment plan agent will invest the dividend amount in newly issued shares on behalf of the participants. The number of newly issued shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the greater of (i) the NAV or (ii) 95% of the closing market price on the dividend payment date. If, on the dividend payment date, the NAV is greater than the closing market price per share on such dividend payment date (such condition often referred to as a “market discount”), the reinvestment plan agent may, upon notice from the Company, either (a) invest the divided amount in newly issued shares on behalf of the participants or (b) invest the dividend amount in shares acquired on behalf of the participants in open-market purchases.

On May 13, 2020, the Company's Board adopted further amendments to the Plan. Under the terms of the amended Plan, if the Company makes a Cash/Stock Dividend, each stockholder will be required to elect whether to receive the dividend in cash or in shares of the Company's common stock (“Common Shares”), pursuant to such notices, forms or other documentation as may be provided to the stockholder by the Company (the “Election Forms”). If the stockholder is a Plan participant and elects to receive the Cash/Stock Dividend in cash, the stockholder will be deemed to have elected not to participate in the Plan solely with respect to such Cash/Stock Dividend and will receive the dividend in cash subject to any rules applicable to the dividend that may limit the portion of the dividend the Company is required to pay in cash. If the stockholder is a Plan participant and elects to receive the Cash/Stock Dividend in stock, the stockholder will receive the dividend in newly issued Common Shares. The number of newly issued Common Shares credited to the stockholders' account in either case will be determined

by dividing the dollar amount of the dividend (or portion of the dividend to be paid in Common Shares) by the price per Common Share determined in accordance with the Election Forms rather than pursuant to the formula(s) otherwise applicable under the Plan. At the Company's special meeting of stockholders held on May 3, 2022, stockholders did not approve the Company's ability to sell or otherwise issue shares of common stock at a price below its then current net asset value per share for a 12-month period expiring on the anniversary of the date of stockholder approval.

On November 2, 2021, the Company’s Board authorized the Company to purchase up to a total of 8,000,000 shares, effective until the earlier of November 2, 2022 or such time that all of the authorized shares have been repurchased (the “Company Repurchase Plan”), in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”). On November 2, 2022, authorization to repurchase the remaining 6,598,268 shares expired. On October 28, 2022, the Company’s Board authorized the Company to purchase up to a total of 8,000,000 shares, commencing on November 7, 2022 and effective until the earlier of November 6, 2023 or such time that all of the authorized shares have been repurchased, subject to the terms of a share repurchase program, if in effect. As of December 31, 2022, 8,000,000 shares remained available for repurchase.

The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the year ended December 31, 2022:

December 31, 2022

 

Shares
Repurchased

 

 

Price Per
Share

 

 

Total Cost

 

Company Repurchase Plan

 

 

1,308,626

 

 

$

3.73

 

 

$

4,884,316

 

The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the year ended December 31, 2021:

December 31, 2021

 

Shares
Repurchased

 

 

Price Per
Share

 

 

Total Cost

 

Company Repurchase Plan

 

 

589,678

 

 

$

3.72

 

 

$

2,192,527

 

Since inception of the original repurchase plan through December 31, 2022, the Company has purchased 11,909,890 shares of its common stock on the open market for $73,373,702, including brokerage commissions through the repurchase plan. The Company currently holds the shares it repurchased in treasury stock.