Stockholders' Equity | 9 Months Ended |
Sep. 30, 2014 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity | ' |
10. Stockholders’ Equity |
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Common Stock |
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Our charter authorizes the issuance of 580,000,000 shares of common stock with a par value of $0.01 per share and 20,000,000 shares of preferred stock with a par value of $0.01 per share. As of September 30, 2014 and December 31, 2013, including distributions reinvested, we had issued approximately 13.3 million shares of common stock for a total of approximately $132.3 million of gross proceeds, respectively, in our initial and follow-on public offerings. |
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On April 10, 2014, we announced the commencement of an issuer tender offer to purchase for cash up to $35 million of our issued and outstanding shares of common stock from stockholders at a price of $8.50 per share. On May 22, 2014, we amended the tender offer to increase the purchase price to $9.00 per share and to extend the tender offer expiration date. The tender offer expired on June 12, 2014. We purchased 1,113,213 shares of our common stock pursuant to the tender offer for an aggregate cost of approximately $10.0 million, excluding fees and expenses related to the tender offer paid by the Company. The tender offer was funded by a sale of Series B Preferred Units to the KKR Investor on June 18, 2014 which is further discussed below, and the remainder from the Company’s existing cash. |
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Distributions |
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The following are the distributions declared during the nine months ended September 30, 2014 and 2013: |
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| | Distributions Declared | | Cash Flow from | |
Period | | Cash | | Reinvested | | Total | | Operations | |
First quarter 2013 | | $ | 1,493,000 | | $ | - | | $ | 1,493,000 | | $ | 2,643,000 | |
Second quarter 2013 | | | 1,585,000 | | | - | | | 1,585,000 | | | 2,522,000 | |
Third quarter 2013 | | | 1,544,000 | | | 52,000 | | | 1,596,000 | | | 2,413,000 | |
First quarter 2014 | | | 1,486,000 | | | 69,000 | | | 1,555,000 | | | 3,652,000 | |
Second quarter 2014 | | | 1,452,000 | | | 88,000 | | | 1,540,000 | | | 2,852,000 | |
Third quarter 2014 | | | 1,354,000 | | | 91,000 | | | 1,445,000 | | | 3,602,000 | |
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Beginning October 1, 2012, our board of directors declared distributions for daily record dates occurring in the first and second quarters of 2013 in amounts per share that, if declared and paid each day for a 365 -day period, would equate to an annualized rate of $0.475 per share (4.75% based on share price of $10.00). Beginning April 1, 2013, our board of directors declared distributions for daily record dates occurring in each quarter of 2014 in amounts per share that, if declared and paid each day for a 365-day period, would equate to an annualized rate of $0.50 per share (5.00% based on a share price of $10.00). |
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The declaration of distributions is at the discretion of our board of directors and our board will determine the amount of distributions on a regular basis. The amount of distributions will depend on our funds from operations, financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code and other factors our board of directors deems relevant. |
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Stock Repurchase Program |
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In 2007, we adopted a stock repurchase program for investors who had held their shares for at least one year. Under our stock repurchase program, the repurchase price varied depending on the purchase price paid by the stockholder and the number of years the shares are held. Our board of directors may amend, suspend or terminate the program at any time with 30 days prior notice to stockholders. We have no obligation to repurchase our stockholders’ shares. In 2009, our board of directors waived the one-year holding period in the event of the death of a stockholder and adjusted the repurchase price to 100% of such stockholder’s purchase price if the stockholder held the shares for less than three years. |
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On April 29, 2011, we informed our stockholders that our Independent Directors Committee had directed us to suspend our public offering, our dividend reinvestment program and our stock repurchase program (except for repurchases due to death). As a result our stock repurchase program has been suspended since May 29, 2011 for all repurchases, except repurchases due to death of a stockholder. |
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On March 31, 2014, we informed our stockholders of the suspension of the share repurchase program following the March 2014 redemption date. The Company redeemed all stock repurchase requests received prior to March 31, 2014 due to death. Thereafter no shares will be repurchased until the repurchase program is reinstated. |
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During the three and nine months ended September 30, 2014, we repurchased shares pursuant to our stock repurchase program as follows: |
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Period | | Total Number | | Price Paid | | | | | | | |
of Shares | per Share | | | | | | |
Redeemed | | | | | | | |
First quarter 2014 | | | 6,000 | | $ | 11.63 | | | | | | | |
Second quarter 2014 | | | 43,962 | | | 11.63 | | | | | | | |
Third quarter 2014 | | | - | | | - | | | | | | | |
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Preferred Stock and OP Units |
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As of September 30, 2014 and December 31, 2013 we had issued 1,000 and 1,000 shares of Series C Preferred Stock and 461,570 and 193,000 Series B Preferred Convertible Operating Partnership Units to the KKR Investor for gross proceeds of $46.2 million and $19.4 million, respectively. The Series B Preferred Convertible Operating Partnership Units outstanding are classified within noncontrolling interests and are convertible into approximately 4,606,487 shares of the Company’s common stock. |
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The Series C Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights on liquidation. The holders of the Series C Preferred Stock are entitled to receive dividends, as and if authorized by our board of directors out of funds legally available for that purpose, at an annual rate equal to 3% of the liquidation preference for each share. Dividends on the Series C Preferred Stock are payable annually in arrears. |
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The Series B Preferred Units rank senior to the Operating Partnership’s common units with respect to distribution rights and rights on liquidation. The Series B Preferred Units are entitled to receive cash distributions at an annual rate equal to 7.5% of the Series B liquidation preference to any distributions paid to common units of the Operating Partnership for the three and nine months ended September 30, 2014, the Company paid distributions on the Series B Preferred units in the amount of $0.7 million and $1.6 million, respectively. If the Operating Partnership is unable to pay cash distributions, distributions will be paid in kind at an annual rate of 10% of the Series B liquidation preference. After payment of the preferred distributions, additional distributions will be paid first to the common units until they have received an aggregate return of 7.5% per unit in annual distributions commencing from February 10, 2013, and thereafter to the common units and Series B Preferred Units pro rata. |
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After giving effect to the Series C Preferred Stock and Series B Preferred Units issued at September 30, 2014, 1,124,690 Series B Preferred Units remained issuable under the Purchase Agreement. The obligation of the Investor to purchase additional Series B Preferred Units under the Purchase Agreement is conditioned upon, among other things, the receipt of notice from us of the intention to sell a specified amount of securities to the Investor to finance a proposed real estate acquisition. |
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On April 4, 2014, in connection with a put exercise to the KKR Investor, we issued 54,000 Series B Preferred Units in our Operating Partnership to the KKR Investor for proceeds of $5.4 million, which are convertible into approximately 538,922 shares of the Company’s common stock at the currently effective conversion price. |
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On June 18, 2014, in connection with a put exercise to the KKR Investor, we issued 87,260 Series B Preferred Units in our Operating Partnership to the KKR Investor for proceeds of $8.7 million, which are convertible into approximately 870,858 shares of the Company’s common stock at the currently effective conversion price. |
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On August 14, 2014, in connection with a put exercise to the KKR Investor, we issued 127,310 Series B Preferred Units in our Operating Partnership to the KKR Investor for proceeds of $12.7 million, which are convertible into approximately 1,270,559 shares of the Company’s common stock at the currently effective conversion price. |
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