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SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST
12 Months Ended
Sep. 30, 2011
Stockholders Equity Note [Abstract]  
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST

NOTE 14 - SHAREHOLDERS’ EQUITY AND NONCONTROLLING INTEREST

 

Common Stock

 

The Company implemented a dividend reinvestment and stock purchase plan (the DRIP) effective December 15, 1987, as amended. Under the terms of the DRIP and subsequent amendments, shareholders who participate may reinvest all or part of their dividends in additional shares of the Company at a discounted price directly from the Company, from authorized but unissued shares of the Company common stock or at market price when purchased by the Company’s transfer agent on the open market. When purchased in the open market, the purchase price per share will be the weighted average purchase price per share paid by the transfer agent for all of the shares purchased. In determining the weighted average purchase price, purchases may be aggregated for both dividend reinvestment and optional cash purchases, or independent calculations may be made, at the discretion of the Company. According to the terms of the DRIP, shareholders may also purchase additional shares by making optional cash payments monthly.

 

Amounts received, including dividend reinvestment of $5,281,032, $4,646,598 and $4,328,028 in 2011, 2010 and 2009, respectively, and shares issued in connection with the DRIP for the years ended September 30, 2011, 2010 and 2009 were as follows:

 

  2011   2010   2009
           
Amounts Received $19,372,335   $15,930,405   $7,450,504
Shares Issued 2,478,735   2,253,074   1,221,753

 

The following cash distributions were paid to common shareholders during the years ended September 30, 2011, 2010 and 2009:

 

    2011   2010     2009
                           
Quarter Ended   Amount   Per Share   Amount   Per Share     Amount   Per Share
                             
December 31   $5,114,841   $   .15   $4,176,791   $   .15     $3,687,878   $   .15
March 31   5,224,513   .15   4,269,670   .15     3,717,464   .15
June 30   5,358,515   .15   4,964,914   .15     3,757,306   .15
September 30   5,463,164   .15   5,054,850   .15     3,821,531   .15
    $21,161,033   $    .60   $18,466,225   $    .60     $14,984,179   $    .60
                               

 

 

 

On October 4, 2011 the Board of Directors declared a dividend of $.15 per share to be paid on December 15, 2011 to shareholders of record on November 15, 2011.

 

Preferred Stock

 

Prior to the offering described herewith, the Company had outstanding 1,322,500 shares of 7.625% Series A Cumulative Redeemable Preferred Stock, par value as of September 30, 2010 $.01 per share (Series A Preferred Stock). On October 14, 2010, the Company sold 817,250 shares of its Series A Preferred Stock in a registered direct placement at $24.00 per share. The Company received net proceeds of approximately $19,000,000 and used the net proceeds from the offering to purchase additional properties in the ordinary course of business and for general corporate purposes, including the repayment of indebtedness. The Company now has a total of 2,139,750 shares of Series A Preferred Stock outstanding representing an aggregate liquidation preference of approximately $53,500,000.

 

The annual dividend of $1.90625 per share, or 7.625% of the $25.00 per share liquidation value, is payable quarterly in arrears on March 15, June 15, September 15, and December 15. The Series A Preferred Stock has no maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased. Except in limited circumstances relating to the Company’s qualification as a REIT, and as described below, the Series A Preferred Stock is not redeemable prior to December 5, 2011. On and after December 5, 2011, at any time and from time to time, the Series A Preferred Stock will be redeemable in whole, or in part, at the Company’s option, at a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends (whether or not declared) to the date of redemption.

 

During any period of time that both (i) the Series A Preferred Stock is not listed on the New York Stock Exchange or The NASDAQ Stock Market and (ii) the Company is not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), but any shares of Series A Preferred Stock are outstanding, the Company will (a) increase the cumulative cash dividends payable on the Series A Preferred Stock to a rate of 8.625% per year of the $25.00 liquidation value per share, which is equivalent to $2.15625 per share per year, and (b) have the option to redeem the outstanding Series A Preferred Stock, in whole but not in part, within 90 days after the date upon which the shares of the Company cease to be listed and cease to be subject to such reporting requirements, for a redemption price of $25.00 per share, plus accrued and unpaid dividends, if any, to the redemption date. Holders of the Series A Preferred Stock generally have no voting rights, except if the Company fails to pay dividends for six or more quarterly periods, whether or not consecutive, or with respect to certain specified events.

 

 

 

The Board of Directors has declared and paid the following dividends on the Series A Preferred Stock for the years ended September 30, 2011, 2010 and 2009:

 

Declaration
Date
Record
Date
Payment
Date
Dividend Dividend
per Share
         
10/1/10 11/15/10 12/15/10 1,019,804 $0.4765625
1/13/11 2/15/11 3/15/11 1,019,805 0.4765625
4/7/11 5/16/11 6/15/11 1,019,805 0.4765625
7/5/11 8/15/11 9/15/11 1,019,805 0.4765625
      $4,079,219 $1.90625

 

Declaration
Date
Record
Date
Payment
Date
Dividend Dividend
per Share
         
10/6/09 11/16/09 12/15/09 $630,303 $0.4765625
1/13/10 2/16/10 3/15/10 630,304 0.4765625
4/9/10 5/17/10 6/15/10 630,303 0.4765625
7/1/10 8/16/10 9/15/10 630,304 0.4765625
      $2,521,214 $1.90625

 

 

Declaration
Date
Record
Date
Payment
Date
Dividend Dividend
per Share
         
10/1/08 11/17/08 12/15/08 $630,303 $0.4765625
2/3/09 2/17/09 3/16/09 630,304 0.4765625
5/5/09 6/1/09 6/30/09 630,303 0.4765625
8/5/09 8/17/09 9/15/09 630,304 0.4765625
      $2,521,214 $1.90625

 

On October 4, 2011, the Board of Directors declared a quarterly dividend of $0.4766 per share to be paid December 15, 2011 to shareholders of record as of November 15, 2011.

 

Treasury Stock

 

On March 3, 2009, the Board of Directors approved a Share Repurchase Program (the repurchase program) that authorizes the Company to purchase up to $10,000,000 in the aggregate of the Company's common stock. The repurchase program is intended to be implemented through purchases made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. The size, scope and timing of any purchases will be based on business, market and other conditions and factors, including price, regulatory and contractual requirements or consents, and capital availability. The repurchase program does not require the Company to acquire any particular amount of common stock, and the program may be suspended, modified or discontinued at any time at the Company's discretion without prior notice. Shares of stock repurchased under the program will be held as treasury shares. There were no repurchases during the year ended September 30, 2011.

 


 

 

 

Noncontrolling Interest

 

The following table summarizes the changes in the noncontrolling interests since October 1, 2009:

 

  2011 2010
     
Beginning Balance $2,477,753 $3,393,446
Net Income Attributable to Noncontrolling Interest 84,953 207,737
Distributions to Noncontrolling Interests (160,868) (344,414)
Purchase of Noncontrolling Interest in Jones EPI, LLC -0- (779,016)

Purchase of Noncontrolling Interest in Wheeling

Partners, LLC

 

(2,373,250)

 

-0-

Ending Balance $28,588 $2,477,753