XML 54 R20.htm IDEA: XBRL DOCUMENT v2.4.0.6
Preferred And Common Stock
 12 Months Ended
Dec. 31, 2011
Preferred And Common Stock [Abstract]  
Preferred And Common Stock

Note 14. Preferred and Common Stock

     The Company has a Dividend Reinvestment and Direct Stock Purchase Plan ("DRIP") which offers a convenient method for shareholders to invest cash dividends and/or make optional cash payments to purchase shares of the Company's common stock. Such purchases are at 100% of market value (increased in March 2011 from 98% of market value). During 2011, the Company issued 693,000 shares of its common stock at an average price of $6.02 per share and realized proceeds after expenses of approximately $4.1 million. During 2010, the Company issued 1,451,000 shares of its common stock at an average price of $5.79 per share and realized proceeds after expenses of approximately $8.2 million. At December 31, 2011, there remained 2,856,000 shares authorized under the DRIP.

     In connection with litigation settlements in the Company's favor, the Company received cash payments of $975,000 ($225,000 and $750,000, respectively, in 2011 and 2010). In addition, the defendants acquired 133,000 shares of the Company's common stock (39,000 shares at an average price of $5.78 per share in 2011 and 94,000 shares at an average price of $8.01 per share in 2010) from which the Company realized net proceeds of an additional $975,000 ($225,000 and $750,000, respectively, in 2011 and 2010).

     In February 2010, the Company concluded a public offering of 7,500,000 shares of its common stock at $6.60 per share, and realized net proceeds, after offering expenses, of approximately $47.0 million. In March 2010, the underwriters exercised their over-allotment option to the extent of 698,000 shares, and the Company realized additional net proceeds of $4.4 million. In connection with the offering, RioCan purchased 1,350,000 shares of the Company's common stock and the Company realized additional net proceeds of $8.9 million.

     In connection with the RioCan transactions, the Company issued to RioCan warrants to purchase 1,428,570 shares of the Company's common stock at an exercise price of $7.00 per share. RioCan exercised its warrant in April 2010 and the Company realized net proceeds of $10.0 million.

     In August 2010, the Company concluded a public offering of 2,850,000 shares of its 8-7/8% Series A Cumulative Redeemable preferred stock at $24.50 per share, and realized net proceeds, after offering expenses, of approximately $67.4 million. In connection with the sale, the Company's investment advisor received an underwriter's discount of approximately $2.4 million. The Company's 8-7/8% Series A Cumulative Redeemable Preferred Stock has no stated maturity, is not convertible into any other security of the Company, and is redeemable at the Company's option at a price of $25.00 per share, plus accrued and unpaid distributions. There were $1.6 million of accrued preferred stock distributions at both December 31, 2011 and 2010, respectively.

     The Company had a Standby Equity Purchase Agreement (the "SEPA Agreement") with an investment company for sales of its shares of common stock at a discount to market of 1.75% plus a placement agent fee 0.75% (paid to an investment advisor). In addition, the Agreement provided that Company could request advances from time to time up to $5.0 million each (with respect to such advances, the common stock sales were at a discount to market of 2.75% and the placement agent fee was 1.25%). Such advances were initially recorded as a liability and, as shares were sold on a daily basis and the advances were settled, such liability was thereafter reflected in equity. At December 31, 2009, there was an unsettled advance liability of $5.0 million which was settled in January and February 2010 by the sale of 718,000 shares of the Company's common stock at an average selling price of $6.97 per share. Through the remainder of 2010, an additional 667,000 shares were sold pursuant to the SEPA Agreement, at an average price of $7.52 per share, and the Company realized net proceeds, after allocation of issuance expenses, of approximately $4.9 million. There have been no additional SEPA Agreement transactions and the Agreement expired in September 2011.

     During 2010, the Company, at its option, elected to redeem for cash approximately 552,000 OP Units that had been offered for conversion by the holders thereof, for an aggregate purchase price of approximately $3.4 million. Such OP Units had been issued to certain members of the group from which the Company had acquired the major portion of its Ohio drug store/convenience center properties.

     In connection with an acquisition of a shopping center in 2002, the Operating Partnership issued warrants to purchase approximately 83,000 OP Units to a then minority interest partner in the property. Such warrants have an exercise price of $13.50 per unit, subject to certain anti-dilution adjustments, are fully vested, and will expire on May 31, 2012.