Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 |
Stockholders Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
Note 9 – Stockholders’ Equity |
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Net Income (Loss) Per Common Share |
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Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders, less dividends on restricted stock expected to vest plus gains on redemptions on common stock, by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the sum of the weighted average number of common shares outstanding and any potential dilutive shares for the period. Under the two-class method of computing earnings per share, net income (loss) attributable to common shareholders is computed by adjusting net income (loss) for the non-forfeitable dividends paid on non-vested restricted stock. |
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The following table reconciles the components of basic and diluted net income (loss) per common share: |
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| | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | 2013 | | 2012 | | 2013 | | 2012 | |
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Net income (loss) from continuing operations attributable to common shareholders | | $ | 534,388 | | $ | -1,056,657 | | $ | -1,798,372 | | $ | 1,654,460 | |
Dividends on restricted stock expected to vest | | | -2,773 | | | -3,127 | | | -8,409 | | | -8,575 | |
Gain on redemption of common stock(2) | | | - | | | 250 | | | 1,575 | | | 4,018 | |
Basic net income (loss) from continuing operations attributable to common shareholders | | $ | 531,615 | | $ | -1,059,534 | | $ | -1,805,206 | | $ | 1,649,903 | |
Basic net (loss) income from discontinued operations attributable to common shareholders | | $ | -2,675 | | $ | -336,787 | | $ | -92,211 | | $ | 833,596 | |
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Weighted average common shares outstanding | | | 2,386,426 | | | 1,855,791 | | | 2,332,144 | | | 1,537,554 | |
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Potential dilutive shares (1) | | | 15,717 | | | - | | | - | | | 16,319 | |
Weighted average common shares outstanding and potential dilutive shares | | | 2,402,143 | | | 1,855,791 | | | 2,332,144 | | | 1,553,873 | |
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Basic income (loss) from continuing operations per share | | $ | 0.22 | | $ | -0.57 | | $ | -0.77 | | $ | 1.07 | |
Basic (loss) income from discontinued operations per share | | $ | - | | $ | 0.18 | | $ | -0.04 | | $ | 1.35 | |
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Diluted income (loss) from continued operations per share | | $ | 0.22 | | $ | -0.57 | | $ | -0.77 | | $ | 1.06 | |
Diluted (loss) income from discontinued operations per share | | $ | - | | $ | 0.18 | | $ | -0.04 | | $ | 1.34 | |
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(1) Excludes 16,060 shares for the nine months ended September 30, 2013 and 17,723 shares for the three months ended September 30, 2012 related to non-vested restricted stock as the effect would be anti-dilutive. Also excludes any dilution related to the 1,000 shares of convertible stock as currently there would be no conversion into common shares. |
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(2) Represents the difference between the fair value and carrying amount of the common stock upon redemption. |
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Common Stock |
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Pursuant to its Initial Public Offering, the Company offered to the public up to $1 billion in shares of its common stock (exclusive of shares to be sold pursuant to the Company’s distribution reinvestment plan) for $10.00 per share, with discounts available for certain categories of purchasers, and up to $28.5 million in shares of common stock to be issued pursuant to our distribution reinvestment plan at $9.50 per share. On September 20, 2012, the Company filed a registration statement on Form S-11 with the SEC, to register $500.0 million in shares of its common stock (exclusive of shares to be sold pursuant to the Company’s distribution reinvestment plan) at a price of $10.00 per share (subject to certain volume discounts described in the prospectus), and $50.0 million in shares of its common stock to be sold pursuant to the Company’s distribution reinvestment plan at $9.50 per share, pursuant to the Follow-On Offering. As permitted by Rule 415 under the Securities Act, we continued the Initial Public Offering until April 12, 2013, the date the SEC declared the registration statement for the Follow-On Offering effective, which terminated our Initial Public Offering. As of April 12, 2013, the Company had accepted aggregate gross offering proceeds in its Initial Public Offering of $22,231,406. On August 23, 2013, at the recommendation of its Advisor and following the approval of its Board of Directors, the Company terminated its Follow-On Offering, effective September 9, 2013. As of September 9, 2013, the Company had accepted aggregate gross offering proceeds in its Follow-On Offering of $330,251, excluding shares sold pursuant to the Company’s distribution reinvestment plan. |
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Share Repurchase Plan and Redeemable Common Stock |
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During the nine months ended September 30, 2013, the Company redeemed $98,425 of common stock as a result of redemption requests. Proceeds from our distribution reinvestment plan for the year ended December 31, 2012 were $454,711, which under our share redemption plan establishes the maximum amount of redemption requests we may satisfy during the year ended December 31, 2013, subject to exceptional circumstances as determined by our Board of Directors. In September 2012, $59,005 of shares were repurchased based on extraordinary circumstances, leaving $395,706 available to fulfill redemption requests in 2013. As of September 30, 2013, we received a total of nine redemption requests during the nine month period ended September 30, 2013 for an aggregate of 25,129 shares, not including the partially deferred redemption request from the year ended December 31, 2012 in the amount of $23,125. We honored the deferred redemption requests from 2012 in full. Of the remaining redemption requests, we honored a total of 7,500 shares aggregating $75,300. The average redemption price for the fulfilled redemptions during the nine months ended September 30, 2013 was $9.84 per share. Funds for the payment of redemption requests were derived from the proceeds of our distribution reinvestment plan. |
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On June 27, 2013, following a meeting of its Board of Directors, the Company decided to explore strategic alternatives to enhance the growth of its portfolio. In anticipation of its review of strategic alternatives, the Board of Directors, including all of the Company’s independent directors, voted to suspend the Company’s share repurchase plan as of June 27, 2013 through the third quarter of 2013. In addition, the Company’s Board of Directors, including all of the Company’s independent directors, voted to suspend payment of pending repurchase requests under the share repurchase plan that were queued as of June 27, 2013 for repurchase. |
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On August 23, 2013, the Company’s Board of Directors, including all of the Company’s independent directors, voted to terminate the Company’s Distribution Reinvestment Plan (“DRP”). The termination of the DRP eliminated the source of proceeds for the repurchase of shares under the share repurchase plan and, therefore, the Company’s Board of Directors, including all of the Company’s independent directors, voted to terminate the share repurchase plan, effective as of September 9, 2013. |
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As a result of the termination of the share repurchase program, the repurchase requests received from stockholders during the second quarter of 2013, with respect to 17,629 shares aggregating $169,366, will not be fulfilled. The aggregate amount has been reclassified from redeemable common stock to other accrued liabilities as of September 30, 2013. |
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Stock-based Compensation for Independent Directors |
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The Company’s independent directors received an automatic grant of 5,000 shares of restricted stock on the effective date of the Initial Public Offering and will receive an automatic grant of 2,500 shares of restricted stock when such directors are reelected at each annual meeting of the Company’s stockholders thereafter. Each person who thereafter is elected or appointed as an independent director will receive an automatic grant of 5,000 shares of restricted stock on the date such person is first elected as an independent director and an automatic grant of 2,500 shares of restricted stock when such director is reelected at each annual meeting of our stockholders thereafter. To the extent allowed by applicable law, the independent directors will not be required to pay any purchase price for these grants of restricted stock. The restricted stock will vest 20% at the time of the grant and 20% on each anniversary thereafter over four years from the date of the grant. All restricted stock may receive distributions, whether vested or unvested. The value of the restricted stock to be granted is not determinable until the date of grant. During the nine months ended September 30, 2013, 2,500 shares of restricted stock have been granted to each of the three independent directors. |
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A summary of the status of the Company’s non-vested shares as of September 30, 2013, and changes during the nine months ended September 30, 2013, is as follows: |
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Non Vested shares | | Shares | | | Weighted average grant-date | | | | | | | | |
fair value | | | | | | | |
Balance at January 1, 2013 | | 16,500 | | $ | 165,000 | | | | | | | | |
Granted | | 7,500 | | | 75,000 | | | | | | | | |
Vested | | -6,000 | | | -60,000 | | | | | | | | |
Forfeited | | - | | | - | | | | | | | | |
Balance at September 30, 2013 | | 18,000 | | $ | 180,000 | | | | | | | | |
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At September 30, 2013, there was $133,750 of total unrecognized compensation cost related to unvested stock options granted under the independent director compensation plan. The original cost is expected to be recognized over a period of four years. The total fair value of shares vested during the nine months ended September 30, 2013 was $60,000. |
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The Company currently uses authorized and unissued shares to satisfy share award grants. |
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Distributions |
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Distributions, including distributions paid by issuing shares under the distribution reinvestment plan, for the nine months ended September 30, 2013 were as follows: |
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| | Distributions | | | | | | | |
2013 | | Declared | | Paid | | | | | | | |
First Quarter | | $ | 393,291 | | $ | 385,167 | | | | | | | |
Second Quarter | | | 412,265 | | | 413,477 | | | | | | | |
Third Quarter | | | 426,066 | | | 423,134 | | | | | | | |
Total | | $ | 1,231,622 | | $ | 1,221,778 | | | | | | | |
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Distributions were calculated based on stockholders of record per day during the period. Cash distributions were calculated at a rate of $0.00191781 per share of common stock per day, which would equal a daily amount that, if paid each day for a 365-day period, would equal a 7.0% annualized rate based on a purchase price of $10.00 per share. Stock distributions were calculated at a rate of $0.00219178 per share of common stock per day, which would equal a daily amount that, if paid each day for a 365-day period, would equal an 8.0% annualized rate based on a purchase price of $10.00 per share. |
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