STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2016

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 15 – STOCKHOLDERS’ EQUITY 

Ownership and Warrants

As a result of the May 2012 and March 2013 private offerings of common stock to XL Investments Ltd, an indirectly wholly owned subsidiary of XL Group plc, owns a significant minority investment in the Company. Pursuant to the terms of the May 2012 private offering, the Company agreed to issue to XL Investments Ltd warrants to purchase the Company’s common stock. The warrants were subsequently issued, effective as of September 29, 2012, and entitle XL Investments Ltd, commencing on July 25, 2013 (120 days following the closing of our IPO) to purchase an aggregate of 3,125,000 shares of our common stock at a per share exercise price equal to 105% of the $15.00 IPO price, or $15.75. XL Global, Inc., a subsidiary of XL Group plc, holds a minority stake in the Manager.

 

Common Stock

The Company has 450,000,000 authorized shares of common stock, par value $0.01 per share, with 14,597,894 and 14,656,394 shares issued and outstanding as of March 31, 2016 and December 31, 2015 respectively.

 

On February 19, 2014, the Company issued 3,000,000 shares of common stock for $11.30 per share. Net proceeds to the Company were $31,927,377.

 

The Company granted the underwriters the right to purchase up to an additional 450,000 shares of common stock from the Company at the offering price of $11.30 per share within 30 days after the issuance date of the common stock. The underwriters exercised their right and purchased 300,000 shares of common stock at the offering price of $11.30 per share on March 7, 2014, resulting in additional net proceeds of $3,214,325.

 

On June 19, 2014, the Company issued 3,500,000 shares of common stock for $11.00 per share. Net proceeds to the Company were $38,442,925.

 

The Company granted the underwriters the right to purchase up to an additional 525,000 shares of common stock from the Company at the offering price of $11.00 per share within 30 days after the issuance date of the common stock. The underwriters exercised their right and purchased 525,000 shares of common stock at the offering price of $11.00 per share on July 14, 2014, resulting in additional net proceeds of $5,769,750.

 

Stock Repurchase Program

On December 15, 2015, the Company’s board of directors authorized a stock repurchase program (or the “Repurchase Program”), to repurchase up to $10 million of the Company’s outstanding common stock. Shares of the Company’s common stock may be purchased in the open market, including through block purchases, or through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b 18(b)(1) of the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any repurchases will be determined at the Company’s discretion and the program may be suspended, terminated or modified at any time for any reason. Among other factors, the Company intends to only consider repurchasing shares of the Company’s common stock when the purchase price is less than the Company’s estimate of the Company’s current net asset value per common share. Shares of common stock repurchased by the Company under the Repurchase Program, if any, will be canceled and, until reissued by the Company, will be deemed to be authorized but unissued shares of the Company’s common stock. Through March 31, 2016, the Company repurchased 126,856 shares of common stock at a weighted average share price of $5.06. At March 31, 2016, $9.4 million of common stock remained authorized for future share repurchase under the Repurchase Program.

 

The following table presents a summary of the Company’s common stock repurchases under the Repurchase Program through March 31, 2016.

	Total Number of Shares		Weighted Average Price Paid		Total Cost of Shares
Month Purchased	Repurchased		per Share		Repurchased
December 2015		68,356.00	$	5.27	$	360,508
January 2016		58,500.00	$	4.87	$	284,885

Preferred Stock

The Company has 50,000,000 authorized shares of preferred stock, par value $0.01 per share, with 1,610,000 shares of 8.75% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), par value of $0.01 per share and liquidation preference of $25.00 per share, issued and outstanding as of both March 31, 2016 and December 31, 2015. The Series A Preferred Stock is entitled to receive a dividend rate of 8.75% per year on the $25 liquidation preference and is senior to the common stock with respect to distributions upon liquidation, dissolution or winding up. The Company declares quarterly and pays monthly dividends on the shares of the Series A Preferred Stock, in arrears, on the 27^th day of each month to holders of record at the close of business on the 15^th day of each month.

On December 23, 2013, the Company closed an offering of 800,000 shares of Series A Preferred Stock. The net proceeds to the Company from this issuance were $18,060,897.

The Company granted the underwriters the right to purchase up to an additional 120,000 shares of Series A Preferred Stock from the Company at the offering price of $25.00 per share within 30 days after the issuance date of Series A Preferred Stock. The underwriters fully exercised their right and purchased 120,000 shares of Series A Preferred Stock at $25.00 per share on January 24, 2014, resulting in additional net proceeds of $2,778,201.

 

On May 27, 2014, the Company closed an offering of 690,000 additional shares of Series A Preferred Stock, including the concurrent exercise of the underwriters’ overallotment option. The net proceeds to the Company from this issuance were $16,325,373.

 

Distributions to stockholders

For the 2016 taxable year to date, the Company has declared dividends to common stockholders totaling $2,630,021, or $0.18 per share. The following table presents cash dividends declared by the Company on its common stock for the three months ended March 31, 2016:

Declaration Date	Record Date	Payment Date	Dividend Amount		Cash Dividend Per Share
December 16, 2015	January 15, 2016	January 28, 2016	$	878,274	$	0.60000
December 16, 2015	February 16, 2016	February 26, 2016	$	875,874	$	0.60000
December 16, 2015	March 15, 2016	March 28, 2016	$	875,874	$	0.60000

The following table presents cash dividends declared by the Company on its Series A Preferred Stock for the three months ended March 31, 2016:

Declaration Date	Record Date	Payment Date	Dividend Amount		Cash Dividend Per Share
December 16, 2015	January 15, 2016	January 28, 2016	$	293,503	$	0.18230
December 16, 2015	February 16, 2016	February 26, 2016	$	293,503	$	0.18230
December 16, 2015	March 16, 2016	March 28, 2016	$	293,503	$	0.18230

Dividend Reinvestment and Direct Stock Purchase Plan

On May 11, 2015, the Company sponsored a dividend reinvestment and direct stock purchase plan through which stockholders were permitted to purchase additional shares of the Company’s common stock by reinvesting some or all of the cash dividends received on shares of the Company’s common stock. Stockholders were also permitted to make optional cash purchases of shares of the Company’s common stock subject to certain limitation detailed in the plan prospectus. An aggregate of 2.5 million shares of the Company’s common stock were reserved for issuance under the plan. Since implementation, all reinvestments and new share purchases have been covered in open market purchases rather than issuance of new shares. On March 23, 2016, the Company’s post-effective amendment deregistering the remaining unsold shares under this plan was declared effective.