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Shareholders' Equity
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Sep. 30, 2013
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| Shareholders' Equity |
Shareholders’ Equity
Repurchase Program
In March 2007, the Company’s board of directors authorized the repurchase of up to 2,500,000 shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions, depending on market conditions. In October 2011, the board approved an amendment to the repurchase program to permit the purchase of up to an additional 5,000,000 shares. Since inception through September 30, 2013, 3,545,595 shares of common stock have been repurchased for $5,578 under the program, including 92,699 shares for $181 and 563,628 shares for $925 repurchased in the three and nine months ended September 30, 2013, respectively. On August 15, 2013, the Company purchased 3,000,000 shares of its common stock at a price of $1.67 per share in a privately-negotiated transaction, which was not made pursuant to its stock repurchase program.
Stock Compensation Plans
Options granted during the nine months ended September 30, 2013 were as follows:
Options to purchase 47,295 and 338,696 shares of common stock were forfeited during the three and nine months ended September 30, 2013, respectively.
As of September 30, 2013, there was $10,325 of unrecognized compensation cost for stock-based compensation, of which $1,587 related to the 2013 grants described above. This cost is expected to be recognized over the vesting periods of the options, which on a weighted-average basis are approximately 2.2 years for all grants and approximately 2.8 years for the 2013 grants.
Options were exercised to purchase 14,939 and 19,439 shares of the Company’s common stock during the three and nine months ended September 30, 2013, respectively, for which the intrinsic value on dates of exercise was $11 and $15, respectively.
Warrants
Warrants were exercised to purchase 260,000 shares of the Company's common stock during the nine months ended September 30, 2013, for which the intrinsic value on date of exercise was $169.
Capital Stock
On May 9, 2013, the Company's shareholders approved an amendment to the Company's Articles of Incorporation to increase the number of shares of preferred stock authorized from 2,000,000 to 25,000,000 and to increase the number of shares of common stock authorized from 400,000,000 to 600,000,000.
On May 21, 2013, the Company filed Articles of Amendment with the Department of State of the State of Florida to designate 5,290,000 shares of the Company's authorized preferred stock, par value $0.0001 per share, as shares of Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) with the powers, designations, preferences and other rights as set forth therein (the “Articles of Amendment”). The Articles of Amendment became effective on May 24, 2013. In addition, on June 24, 2013, the Company filed a further amendment to designate an additional 3,000,000 preferred shares as Series A Preferred Stock.
The Articles of Amendment provide that the Company will pay monthly cumulative dividends on the Series A Preferred Stock, in arrears, on the 28th day of each month (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day without adjustment in the amount of the dividend) from, and including, the date of original issuance of the Series A Preferred Stock at 8.00% of the $25.00 per share liquidation preference per annum (equivalent to $2.00 per annum per share). The Articles of Amendment further provide that dividends will be payable to holders of record as they appear in the stock records of the Company for the Series A Preferred Stock at the close of business on the applicable record date, which shall be the 15th day of each month, whether or not a business day, in which the applicable dividend payment date falls.
The Series A Preferred Stock will not be redeemable before May 24, 2018, except upon the occurrence of a Change of Control (as defined in the Articles of Amendment). On or after May 24, 2018, the Company may, at its option, redeem any or all of the shares of the Series A Preferred Stock at $25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date. Also, upon the occurrence of a Change of Control, the Company may, at its option, redeem any or all of the shares of Series A Preferred Stock within 120 days after the first date on which such Change of Control occurred at $25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date. The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company's common stock in connection with a Change of Control by the holders of Series A Preferred Stock.
Upon the occurrence of a Change of Control, each holder of Series A Preferred Stock will have the right (subject to the Company's election to redeem the Series A Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined in the Articles of Amendment)) to convert some or all of the Series A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of t he Company's common stock per share of Series A Preferred Stock determined by formula, in each case, on the terms and subject to the conditions described in the Articles of Amendment, including provisions for the receipt, under specified circumstances, of alternative consideration as described in the Articles of Amendment.
Except under limited circumstances, holders of the Series A Preferred Stock generally do not have any voting rights.
For the three and nine months ended September 30, 2013, the Company issued a total of 507,701 and 5,869,514 shares of Series A Preferred Stock, respectively, which after offering expenses, provided $12,343 and $140,413 of additional paid-in capital, respectively.
On May 24, 2013, the Company completed a public offering of 4,600,000 shares of Series A Preferred Stock. On May 31, 2013 the Company completed the offering of an additional 690,000 shares of Series A Preferred Stock pursuant to the full exercise of the over-allotment option granted to the underwriters in connection with the offering. The exercise of the option, which resulted in additional gross proceeds of $17,250, brought the total gross proceeds from the offering to $132,250, before deducting the underwriting discount paid to unaffiliated underwriters and offering expenses aggregating $5,972, including $2,603 of brokerage commissions earned by employees of Ladenburg, which served as an underwriter in the offering.
On June 24, 2013, the Company entered into an Equity Distribution Agreement under which it may sell up to an aggregate of 3,000,000 shares of its Series A Preferred Stock from time to time in an “at the market” offering under Rule 415 under the Securities Act of 1933. During the three and nine months ended September 30, 2013, the Company sold 507,701 and 579,514 shares of Series A Preferred Stock, respectively, pursuant to the "at the market" offering, with total gross proceeds of $12,627 and $14,424, respectively, before deducting the commission paid to unaffiliated sales agents and offering expenses aggregating $253 and $289, respectively. From October 1, 2013 through November 4, 2013, the Company sold an additional 160,529 shares of Series A Preferred Stock with total gross proceeds of $3,824 before deducting the aggregate underwriting discount paid to unaffiliated underwriters and offering expenses of $46.
Dividends of $2,879 and $3,907 were paid during the three and nine months ended September 30, 2013, respectively, on the Series A Preferred Stock based on a monthly dividend of approximately $0.17 per share from the date of issuance of the Series A Preferred Stock.
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