Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity and Mezzanine Equity

v3.6.0.2
Stockholders' Equity and Mezzanine Equity
 12 Months Ended
Dec. 31, 2016
Equity [Abstract]  
Stockholders' Equity and Mezzanine Equity
Stockholders’ Equity and Mezzanine Equity

Distributions

We paid the following distributions per share for the years ended December 31, 2016, 2015, and 2014:
 
 
 
For the year ended December 31,
 
 
2016
 
2015
 
2014
Common Stock
 
$
1.500

 
$
1.500

 
$
1.500

Senior Common Stock
 
1.0500

 
1.0500

 
1.0500

Series A Preferred Stock
 
1.9374996

 
1.9374996

 
1.9374996

Series B Preferred Stock
 
1.8750

 
1.8750

 
1.8750

Series C Preferred Stock
 
1.1330

(1)
1.7813

 
1.7813

Series D Preferred Stock
 
1.0538


—

 
—

(1) We fully redeemed our Series C Preferred Stock on August 19, 2016, and paid all outstanding shareholders a prorated dividend for the month of August.

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. We had capital gains during the year ended December 31, 2015. The characterization of distributions during each of the last three years is reflected in the table below:
 
 
 
Ordinary Income
 
Return of Capital
 
Long-Term Capital Gains
Common Stock
 
 
 
 
 
 
For the year ended December 31, 2014
 
—
%
 
100.00000
%
 
—
%
For the year ended December 31, 2015
 
18.80114
%
 
79.50018
%
 
1.69868
%
For the year ended December 31, 2016
 
28.81758
%
 
71.18242
%
 
—
%
Senior Common Stock
 
 
 
 
 
 
For the year ended December 31, 2014
 
—
%
 
100.00000
%
 
—
%
For the year ended December 31, 2015
 
91.71368
%
 
—
%
 
8.28632
%
For the year ended December 31, 2016
 
100.00000
%
 
—
%
 
—
%
Series A Preferred Stock
 
 
 
 
 
 
For the year ended December 31, 2014
 
24.10732
%
 
75.89268
%
 
—
%
For the year ended December 31, 2015
 
91.71368
%
 
—
%
 
8.28632
%
For the year ended December 31, 2016
 
100.00000
%
 
—
%
 
—
%
Series B Preferred Stock
 
 
 
 
 
 
For the year ended December 31, 2014
 
24.10732
%
 
75.89268
%
 
—
%
For the year ended December 31, 2015
 
91.71368
%
 
—
%
 
8.28632
%
For the year ended December 31, 2016
 
100.00000
%
 
—
%
 
—
%
Series C Preferred Stock
 
 
 
 
 
 
For the year ended December 31, 2014
 
24.10732
%
 
75.89268
%
 
—
%
For the year ended December 31, 2015
 
91.71368
%
 
—
%
 
8.28632
%
For the year ended December 31, 2016
 
100.00000
%
 
—
%
 
—
%
Series D Preferred Stock
 
 
 
 
 
 
For the year ended December 31, 2014
 
—
%
 
—
%
 
—
%
For the year ended December 31, 2015
 
—
%
 
—
%
 
—
%
For the year ended December 31, 2016
 
100.00000
%
 
—
%
 
—
%


Recent Activity

Common Stock Offering

During the year ended December 31, 2016, we completed a registered direct offering of 774,400 shares of our common stock, which closed on December 5, 2016, at an offering price of $18.35 per share. Net proceeds, after deducting offering expenses and underwriter discounts, were $13.9 million. The proceeds from this offering were used to acquire real estate, repay outstanding debt and for other general corporate purposes.

Common Stock ATM Program

During the year ended December 31, 2016, under our previous common stock ATM program with Cantor Fitzgerald & Co., or Cantor Fitzgerald, we sold 65,000 shares of common stock, raising $0.9 million in net proceeds. In February 2016, we amended our common ATM program, or the Amended Common ATM Program. The amendment increased the amount of shares of common stock that we may offer and sell through Cantor Fitzgerald to $160.0 million. All other terms of the common ATM program remained unchanged. During the year ended December 31, 2016, we sold an additional 1.6 million shares of common stock, raising $27.1 million in net proceeds under our Amended Common ATM Program. As of December 31, 2016, we had a remaining capacity to sell up to $132.5 million of common stock under the Amended Common ATM Program. The proceeds from these issuances were used to acquire real estate, repay outstanding debt and for other general corporate purposes.

Preferred Stock ATM Programs

Series A and B Preferred Stock: In February 2016, we entered into an open market sales agreement, or the Series A and B Preferred ATM Programs, with Cantor Fitzgerald, pursuant to which we may, from time to time, offer to sell (i) shares of our 7.75% Series A Cumulative Redeemable Preferred Stock, or the Series A Preferred Stock, and (ii) shares of our 7.50% Series B Cumulative Redeemable Preferred Stock, or the Series B Preferred Stock, having an aggregate offering price of up to $40.0 million. During the year ended December 31, 2016, we sold 114,000 shares of our Series B Preferred Stock for net proceeds of $2.8 million and did not sell any Series A Preferred Stock. As of December 31, 2016, we had a remaining capacity to sell up to $37.2 million of preferred stock under the Series A and B Preferred ATM Programs. The proceeds from these issuances were used to acquire real estate, repay outstanding debt and for other general corporate purposes.

Mezzanine Equity

Series D Preferred Stock: During the year ended December 31, 2016, we entered into purchase agreements with certain institutional investors and broker dealers whereby we agreed to sell a total of 2,273,725 shares of our 7.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share, or the Series D Preferred Stock, with a liquidation preference of $25.00 per share, in registered direct placements. Our total net proceeds from these offerings, after deducting offering expenses, were $54.7 million. The proceeds were used to redeem $38.5 million of our Series C Preferred Stock, which represented all of our then outstanding shares of such stock, with the remainder used to repay outstanding debt. The Series D Preferred Stock is classified as mezzanine equity in our consolidated balance sheet because it is redeemable at the option of the shareholder upon a change of control of greater than 50% in accordance with ASC 480-10-S99 "Distinguishing Liabilities from Equity," which requires mezzanine equity classification for preferred stock issuances with redemption features which are outside of the control of the issuer. A change in control of our Company outside of our control is only possible if a tender offer for our common stock is accepted by over 90% of our shareholders. All other change in control situations would require input from our Board of Directors. We will periodically evaluate the likelihood that a change of control is more than 50% likely to take place, and if we deem this probable, we would adjust the Series D Preferred Stock presented in mezzanine equity to their redemption value, with the offset to gain (loss) on extinguishment. We currently believe the likelihood of a change of control is remote.

Series D Preferred Stock ATM: In June 2016, we entered into an open market sales agreement, or the Series D Preferred ATM Program, with Cantor Fitzgerald, pursuant to which we may, from time to time, offer to sell shares of our Series D Preferred Stock, having an aggregate offering price of up to $50.0 million. During the year ended December 31, 2016, we sold 644,000 shares of our Series D Preferred Stock for net proceeds of $16.0 million. As of December 31, 2016, we had a remaining capacity to sell up to $33.7 million of Series D Preferred Stock under the Series D Preferred ATM Program. The proceeds from these issuances were used to acquire real estate, repay outstanding debt and for other general corporate purposes.

In March 2011, we commenced an offering of an aggregate of 3,500,000 shares of our 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 were intended to be offered pursuant to the primary offering and 500,000 shares were intended to be offered pursuant to our senior common distribution reinvestment plan, or the DRIP. This offering terminated according to its terms on March 28, 2015. During the three months ended March 31, 2015, we sold 189,052 shares of our Senior Common Stock at $15.00 per share and issued 5,134 shares of our Senior Common Stock under the Dividend Reinvestment Plan, or DRIP, program. The net proceeds, after deducting the underwriting discount and commission, were $2.6 million. At the conclusion of the offering on March 28, 2015, we had sold 927,994 shares of Senior Common Stock, for gross proceeds of $13.9 million, and issued an additional 27,038 shares of Senior Common Stock under the DRIP program.