Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v2.4.0.6
Stockholders' Equity
 12 Months Ended
Dec. 31, 2011
Stockholders' Equity [Abstract]  
Stockholders' Equity

8. Stockholders’ Equity

Distributions

The Company’s Board of Directors declared the following distributions per share for the years ended December 31, 2011, 2010 and 2009:

 

                         
    2011     For the year ended December 31,
2010		     2009  

Common Stock

   $ 1.500     $ 1.500     $ 1.500  

Senior Common Stock

   $ 1.0500     $ 0.7875     $ —    

Series A Preferred Stock

   $ 1.9374996     $ 1.9374996     $ 1.9374996  

Series B Preferred Stock

   $ 1.8750     $ 1.8750     $ 1.8750  

 

For federal income tax purposes, distributions paid to stockholders may be characterized as ordinary income, capital gains, return of capital or a combination of the foregoing. There were no capital gains during the last 3 years. The characterization of distributions during each of the last three years is reflected in the table below:

 

                 
    Ordinary Income     Return of Capital  

Common Stock

                

For the year ended December 31, 2009

     6.04080 %      93.95920 % 

For the year ended December 31, 2010

     15.76540 %      84.23460 % 

For the year ended December 31, 2011

     16.62560 %      83.37440 % 
     

Senior Common Stock

                

For the year ended December 31, 2009

     N/A       N/A (1)  

For the year ended December 31, 2010

     100.00000 %      0.00000 % 

For the year ended December 31, 2011

     100.00000 %      0.00000 % 
     

Series A Preferred Stock

                

For the year ended December 31, 2009

     100.00000 %      0.00000 % 

For the year ended December 31, 2010

     100.00000 %      0.00000 % 

For the year ended December 31, 2011

     100.00000 %      0.00000 % 
     

Series B Preferred Stock

                

For the year ended December 31, 2009

     100.00000 %      0.00000 % 

For the year ended December 31, 2010

     100.00000 %      0.00000 % 

For the year ended December 31, 2011

     100.00000 %      0.00000 % 

 

(1)

There was no Senior Common Stock outstanding during the year ended December 31, 2009.

Recent Activity

On February 2, 2011, the Company sold 725,000 shares of its common stock at $18.35 per share in an underwritten public offering of its common stock. The Company also granted the underwriters a 30-day option to purchase up to 108,750 shares of common stock on the same terms and conditions to cover over-allotments. On February 11, 2011, the underwriters exercised their option to purchase an additional 108,750 shares of common stock. The net proceeds, including the over-allotment, after deducting the underwriting discount and offering expenses were $14,325. The Company used the proceeds of the offering to repay a portion of the outstanding balance under its Line of Credit and for general corporate purposes.

On June 15, 2011, the Company sold 1,200,000 shares of its common stock at $17.55 per share in an underwritten public offering of its common stock. The Company also granted the underwriters a 30-day option to purchase up to 180,000 shares of common stock on the same terms and conditions to cover over- allotments. On July 6, 2011, the underwriters exercised their option to purchase an additional 174,000 shares of common stock. The net proceeds, including the over-allotment, after deducting the underwriting discount and offering expenses were $22,705. The Company used the proceeds of the offering to repay a portion of the outstanding balance under its Line of Credit and for general corporate purposes.

The Company has an open market sale agreement, or the Open Market Sale Agreement, with Jefferies & Company, Inc., or Jefferies, under which it may, from time to time, offer to sell shares of its common stock with an aggregate sales price of up to $25,000 on the open market through Jefferies, as agent, or to Jefferies, as principal. As of December 31, 2011, the Company had sold 192,365 shares with net proceeds of $3,400, and has a remaining capacity to sell up to $21,600 of common stock under the Open Market Sale Agreement with Jefferies. The program was not utilized during 2011.

In March 2011, the Company commenced an offering of an aggregate of 3,500,000 shares of its senior common stock, par value $0.001 per share, at a price to the public of $15.00 per share, of which 3,000,000 shares are intended to be offered pursuant to the primary offering and 500,000 shares are intended to be offered pursuant to the Company’s senior common distribution reinvestment plan (the “DRIP”). The Company, however, reserves the right to reallocate the number of shares being offered between the primary offering and the DRIP. To date the Company has sold 11,933 shares of senior common stock in this ongoing offering.

 

Notes to Employees

The following table is a summary of all outstanding notes issued to employees of the Adviser for the exercise of stock options:

 

                                                         

Date Issued

   Number of
Options
Exercised		     Strike Price
of Options
Exercised		     Amount of
Promissory Note
Issued to Employees		     Outstanding Balance
of Employee Loans at
December 31, 2011		     Outstanding Balance
of Employee Loans at
December 31, 2010		     Maturity Date
of Note		     Interest Rate
on Note		  

Sep 2004

     25     $  15.00     $ 375     $ 11     $ 20       Sep 2013       5.00 % 

Apr 2006

     12       16.10       193       4       5       Apr 2015       7.77 % 

May 2006

     50       16.85       843       —         531       May 2016       7.87 % 

May 2006

     2       16.10       32       32       32       May 2016       7.87 % 

Nov 2006

     25       15.00       375       375       375       Nov 2015       8.15 % 
   

 

 

            

 

 

    

 

 

    

 

 

                  
      114             $  1,818     $  422     $  963                  
   

 

 

            

 

 

    

 

 

    

 

 

                  

In accordance with ASC 505-10-45-2, “Equity,” receivables from employees for the issuance of capital stock to employees prior to the receipt of cash payment should be reflected in the balance sheet as a reduction to stockholders’ equity. Therefore, these notes were recorded as full recourse loans to employees and are included in the equity section of the accompanying consolidated balance sheets. As of December 31, 2011, each loan maintained its full recourse status.