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Equity
6 Months Ended
Jun. 30, 2015
Equity  
Equity

 

Note 12 — Equity

 

Preferred Stock

 

In February 2014, we completed an underwritten public offering of 900,000 shares of 8.50% Series C cumulative redeemable preferred stock with a liquidation preference of $25.00 per share, generating net proceeds of approximately $21.6 million after deducting the underwriting discount and other offering expenses.

 

Common Stock

 

In February 2014, we entered into an “At-The-Market” (“ATM”) equity offering sales agreement with JMP Securities LLC (“JMP”) whereby, in accordance with the terms of the agreement, from time to time we may issue and sell through JMP up to 7,500,000 shares of our common stock.  Sales of the shares are made by means of ordinary brokers’ transactions or otherwise at market prices prevailing at the time of sale, or at negotiated prices.  During the first quarter of 2014, we sold 1,000,000 shares for net proceeds of $6.5 million. As of June 30, 2015, 6,500,000 shares are available for sale under this offering.

 

We used the net proceeds from our preferred and common offerings to make investments, to repurchase or pay liabilities and for general corporate purposes.

 

As of July 31, 2015, we have $330.4 million available under our $500.0 million shelf registration statement that was declared effective by the SEC in August 2013.

 

Distributions

 

The following table presents dividends declared (on a per share basis) for the six months ended June 30, 2015:

 

Common Stock

 

Preferred Stock

 

 

 

 

 

 

 

Dividend (1)

 

Declaration Date

 

Dividend

 

Declaration Date

 

Series A

 

Series B

 

Series C

 

 

 

 

 

 

 

 

 

 

 

 

 

February 11, 2015

 

$

0.13 

 

February 2, 2015

 

$

0.515625 

 

$

0.484375 

 

$

0.53125 

 

April 29, 2015

 

$

0.15 

 

April 29, 2015

 

$

0.515625 

 

$

0.484375 

 

$

0.53125 

 

 

(1)

The dividend declared on February 2, 2015 for the Series A, B and C preferred stock was for the period December 1, 2014 through February 28, 2015.  The dividend declared on April 29, 2015 for the Series A, B and C preferred stock was for the period March 1, 2015 through May 31, 2015.

 

Common Stock  — On July 29, 2015, the Board of Directors declared a cash dividend of $0.15 per share of common stock.  The dividend is payable on August 31, 2015 to common stockholders of record as of the close of business on August 15, 2015.

 

Preferred Stock  — On July 29, 2015, the Board of Directors declared a cash dividend of $0.515625 per share of 8.25% Series A preferred stock; a cash dividend of $0.484375 per share of 7.75% Series B preferred stock; and a cash dividend of $0.53125 per share of 8.50% Series C preferred stock.  These amounts reflect dividends from June 1, 2015 through August 31, 2015 and are payable on August 31, 2015 to preferred stockholders of record on August 15, 2015.

 

Deferred Compensation

 

In May 2015, we issued 20,430 shares of fully vested common stock to certain independent members of the Board of Directors under the 2014 Omnibus Stock Incentive Plan (the “2014 Plan”) and recorded $0.1 million to selling and administrative expense in our consolidated statements of income.

 

In March 2015, we issued 328,400 shares of restricted common stock under the 2014 Plan to certain employees of ours and our Manager, inclusive of 105,000 shares granted to our chief executive officer, Mr. Ivan Kaufman, with a total grant date fair value of $2.3 million and recorded $0.4 million to employee compensation and benefits and $0.4 million to selling and administrative expense in our consolidated statements of income.  One third of the shares vested as of the date of grant, one third will vest in March 2016, and the remaining third will vest in March 2017.  In March 2015, we also issued 63,000 shares of fully vested common stock to the independent members of the Board of Directors under the 2014 Plan and recorded $0.4 million to selling and administrative expense in our consolidated statements of income.

 

During the first quarter of 2015, we issued 74,294 shares of restricted common stock to Mr. Kaufman under his 2015 annual incentive agreement with a grant date fair value of $0.5 million and recorded $0.1 million to employee compensation and benefits in our consolidated statements of income.  One quarter of the shares vest as of the date of grant and one quarter will vest on each of the first, second and third anniversaries of the date of grant. Mr. Kaufman was also granted up to 445,765 performance-based restricted stock units that vest at the end of a four-year performance period based on the our achievement of certain total shareholder return objectives. The restricted stock units had a grant date fair value of $1.2 million and we recorded $0.1 million and $0.2 million to employee compensation and benefits in our consolidated statements of income for the three and six months ended June 30, 2015, respectively.

 

As of June 30, 2015, unvested restricted stock consisted of 213,157 shares granted to our employees with a grant date fair value of $1.5 million and 154,169 shares granted to employees of our Manager with a grant date fair value of $1.1 million, which is subject to remeasurement each reporting period.  Expense is recognized ratably over the vesting period in our consolidated statements of income in selling and administrative expense and employee compensation and benefits expense, respectively.  During the three months ended June 30, 2015 and 2014, we recorded the ratable portion of the unvested restricted stock to employees as employee compensation and benefits for $0.3 million and $0.1 million, respectively, and for non-employees to selling and administrative expense for $0.2 million and $0.1 million, respectively.  During the six months ended June 30, 2015 and 2014, we recorded the ratable portion of the unvested restricted stock to employees as employee compensation and benefits for $0.4 million and $0.1 million, respectively, and for non-employees to selling and administrative expense for $0.4 million and $0.2 million, respectively. During the second quarter of 2015, a total of 916 shares of unvested restricted stock with a grant date value of less than $0.1 million were forfeited.

 

Vesting of restricted shares is dependent on a service requirement.  Dividends paid on restricted shares are recorded as dividends on shares of our common stock whether or not they are vested.  For accounting purposes, we measure the compensation costs for these shares as of the date of the grant, with subsequent remeasurement for any unvested shares granted to non-employees of ours with such amounts expensed against earnings, at the grant date (for the portion that vest immediately) or ratably over the respective vesting periods.

 

Warrants

 

In connection with a debt restructuring with Wachovia Bank in 2009, we issued Wachovia 1,000,000 warrants at an average strike price of $4.00 and an expiration date in July 2015.  On July 1, 2014, we acquired and canceled all of the warrants in return for the payment of $2.6 million, recorded to additional paid in capital, which reflects a 5% discount to the prior day closing price of our common stock of $6.95.

 

Accumulated Other Comprehensive Loss

 

At June 30, 2015, accumulated other comprehensive loss was $7.6 million and consisted of $7.5 million of net unrealized losses on derivatives designated as cash flow hedges, and $0.9 million of net deferred losses on terminated interest swaps, less an $0.8 million unrealized gain related to available-for-sale securities.  At December 31, 2014, accumulated other comprehensive loss was $14.7 million and consisted of $13.9 million of net unrealized losses on derivatives designated as cash flow hedges, and $1.1 million of net deferred losses on terminated interest swaps, less a $0.3 million unrealized gain related to available-for-sale securities.

 

Reclassifications out of accumulated other comprehensive loss is as follows:

 

 

 

Six Months Ended
June 30,

 

 

 

 

 

2015

 

2014

 

Statement of Income Caption

 

Net realized losses on derivatives designated as cash flow hedges:

 

 

 

 

 

 

 

Interest Rate Swaps

 

$

(3,241,500

)

$

(6,555,041

)

Interest expense (1)

 

 

 

 

 

 

 

 

 

 

 

Termination of Interest Rate Swaps

 

$

(4,285,995

)

$

 

Loss on termination of swaps (1)

 

 

 

 

 

 

 

 

 

 

 

Net realized gain on sale of available-for-sale investments:

 

 

 

 

 

 

 

RMBS investment

 

$

 

$

431,476

 

Other income (2)

 

 

 

 

 

 

 

 

 

 

 

 

(1)

See Note 8 — “Derivative Financial Instruments” for additional details.

(2)

See Note 4 — “Securities” for additional details.