Stockholders' Equity

9 Months Ended

Sep. 30, 2011

Stockholders' Equity [Abstract]

Stockholders' Equity

Note 10 — Stockholders’ Equity

     Our authorized capital stock consists of 100,000,000 shares of preferred stock, $0.001 par value and 250,000,000 shares of common stock, $0.001 par value. As of September 30, 2011, no shares of preferred stock were issued and outstanding and 10,161,249 shares of common stock were issued and outstanding.

     On December 10, 2009, the Company granted special transaction performance share awards to plan participants equal to 15,000 shares at target levels and an aggregate maximum amount of 30,000 shares. On February 23, 2010, the terms of the awards were modified such that the awards were triggered upon the execution, during 2010, of one or more of the following transactions that resulted in liquidity to the Company’s stockholders within the parameters expressed in the special transaction performance share awards agreement: (i) a merger or other business combination resulting in the disposition of all of the issued and outstanding equity securities of the Company; (ii) a tender offer made directly to the Company’s stockholders either by the Company or a third party for at least a majority of the Company’s issued and outstanding common stock; or (iii) the declaration of aggregate distributions by the Company’s Board equal to or exceeding $8.00 per share. Two thousand of these shares were forfeited and the maximum target level was reached when the Tiptree Transaction was completed on August 13, 2010, triggering the issuance of the aggregate maximum 28,000 shares on that day. The performance share awards were settled prior to the Company’s three-for-two stock split announced in September 2010.

     On January 3, 2011, the Company awarded a total of 73,999 common shares to four of its employees in accordance with their employment agreements. The issuance of such shares was treated as compensation expense in the fourth quarter of 2010. These shares were issued under the Care Investment Trust Inc. Equity Plan (“Equity Plan”).

     On May 16, 2011 and August 9, 2011, the Company issued 9,245 and 4,859, respectively, common shares to TREIT Management LLC in conjunction with its quarterly incentive fee due under the Services Agreement (See Note 8 to the Condensed Consolidated Financial Statements). These shares were issued under the Manager Equity Plan.

     As of September 30, 2011, 276,406 common shares remain available for future issuances under the Equity Plan and 192,814 shares remain available for future issuances under the Manager Equity Plan. Per the terms of the respective plans, the amounts available for issuance under the Equity Plan and the Manager Equity Plan were adjusted by the Company’s three-for-two stock split announced in September 2010.

     During the second and third quarters of fiscal 2011, the Company declared and paid a cash dividend of $0.135 per common share of approximately $1.4 million in each of these quarters. On November 3, 2011, the Company declared a third quarter cash dividend of $0.135 per common share to be paid on December 1, 2011 to stockholders of record as of November 17, 2011;.

Shares Issued to Directors for Board Fees:

     On January 3, 2011, April 6, 2011, July 5, 2011 and October 3, 2011, 3,156; 2,912; 2,096; and 1,689 shares, respectively, of common stock with a combined aggregate fair value of approximately $56,000 were granted to our independent directors as part of their annual retainer.

     The shares were issued under the Equity Plan. Each independent director receives an annual base retainer of $50,000, payable quarterly in arrears, of which 70% is paid in cash and 30% in shares of Care common stock. Shares issued as part of the annual retainer vest immediately and are included in general and administrative expense.