Quarterly report pursuant to Section 13 or 15(d)

Equity and Mezzanine Equity

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Equity and Mezzanine Equity
 9 Months Ended
Sep. 30, 2021
Equity [Abstract]  
Equity and Mezzanine Equity Equity and Mezzanine Equity
Stockholders’ Equity

The following table summarizes the changes in our equity for the three and nine months ended September 30, 2021 and 2020 (in thousands):
 
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Senior Common Stock
Balance, beginning of period $ 1  $ 1  $ 1  $ 1 
Issuance of senior common stock, net —  —  —  — 
Balance, end of period $ 1  $ 1  $ 1  $ 1 
Common Stock
Balance, beginning of period $ 36  $ 34  $ 35  $ 32 
Issuance of common stock, net 1  —  2  2 
Balance, end of period $ 37  $ 34  $ 37  $ 34 
Series F Preferred Stock (1)
Balance, beginning of period $ —  $ —  $ —  $ — 
Issuance of Series F preferred stock, net —  —  —  — 
Balance, end of period $ —  $ —  $ —  $ — 
Additional Paid in Capital
Balance, beginning of period $ 648,112  $ 599,741  $ 626,533  $ 571,205 
Issuance of common stock and Series F preferred stock, net (1) 8,699  5,027  29,110  33,465 
Redemption of OP Units —  —  4,812  — 
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership (21) (61) (3,665) 37 
Balance, end of period $ 656,790  $ 604,707  $ 656,790  $ 604,707 
Accumulated Other Comprehensive Income
Balance, beginning of period $ (2,641) $ (5,135) $ (4,345) $ (2,126)
Comprehensive income 421  276  2,125  (2,733)
Reclassification into interest expense 145  —  145  — 
Balance, end of period $ (2,075) $ (4,859) $ (2,075) $ (4,859)
Distributions in Excess of Accumulated Earnings
Balance, beginning of period $ (442,122) $ (388,900) $ (409,041) $ (360,978)
Distributions declared to common, senior common, and preferred stockholders (16,849) (15,780) (50,011) (46,965)
Redemption of Series D preferred stock, net —  —  (2,141) — 
Net income attributable to the Company 4,477  2,846  6,699  6,109 
Balance, end of period $ (454,494) $ (401,834) $ (454,494) $ (401,834)
Total Stockholders' Equity
Balance, beginning of period $ 203,386  $ 205,741  $ 213,183  $ 208,134 
Issuance of common stock and Series F preferred stock, net (1) 8,700  5,027  29,112  33,467 
Redemption of OP Units —  —  4,812  — 
Redemption of Series D preferred stock, net —  —  (2,141) — 
Distributions declared to common, senior common, and preferred stockholders (16,849) (15,780) (50,011) (46,965)
Comprehensive income 421  276  2,125  (2,733)
Reclassification into interest expense 145  —  145  — 
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership (21) (61) (3,665) 37 
Net income attributable to the Company 4,477  2,846  6,699  6,109 
Balance, end of period $ 200,259  $ 198,049  $ 200,259  $ 198,049 
Non-Controlling Interest
Balance, beginning of period $ 1,338  $ 2,892  $ 2,854  $ 2,903 
Distributions declared to Non-controlling OP Unit holders (97) (189) (382) (567)
Issuance of Non-controlling OP Units as consideration in real estate acquisitions, net —  —  —  502 
Redemptions of OP Units —  —  (4,812) — 
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership 21  61  3,665  (37)
Net loss attributable to OP units held by Non-controlling OP Unitholders 21  (2) (42) (39)
Balance, end of period $ 1,283  $ 2,762  $ 1,283  $ 2,762 
Total Equity $ 201,542  $ 200,811  $ 201,542  $ 200,811 
(1)No shares of Series F Preferred Stock were outstanding prior to July 1, 2020.

Distributions

We paid the following distributions per share for the three and nine months ended September 30, 2021 and 2020:

For the three months ended September 30, For the nine months ended September 30,
2021 2020 2021 2020
Common Stock and Non-controlling OP Units $ 0.37545  $ 0.37545  $ 1.12635  $ 1.12635 
Senior Common Stock 0.2625  0.2625  0.7875  0.7875 
Series D Preferred Stock —  (1) 0.4374999  0.8749998  (1) 1.3124997 
Series E Preferred Stock 0.414063  0.414063  1.242189  1.242189 
Series F Preferred Stock 0.375  0.375  1.125  0.375  (2)
Series G Preferred Stock 0.375  —  0.375  — 
(1)We redeemed all outstanding shares of our Series D Preferred Stock on June 30, 2021.
(2)Prior to July 1, 2020, Series F Preferred Stock distributions were declared, but not paid, as there were no Series F Preferred Stock shares outstanding on the applicable dividend record dates.

Recent Activity

Amendment to Articles of Restatement

On June 23, 2021, we filed with the State Department of Assessments and Taxation of Maryland (“SDAT”) the Articles Supplementary (i) setting forth the rights, preferences and terms of our newly designated 6.00% Series G Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”) and (ii) reclassifying and designating 4,000,000 shares of our authorized and unissued shares of common stock as shares of Series G Preferred Stock.

Amendment to Operating Partnership Agreement

On June 23, 2021, the Operating Partnership adopted the Third Amendment to its Second Amended and Restated Agreement of Limited Partnership, including Exhibit SGP thereto (collectively, the “Amendment”), establishing the rights, privileges, and preferences of 6.00% Series G Cumulative Redeemable Preferred Units, a newly-designated class of limited partnership interests (the “Series G Term Preferred Units”). The Amendment provides for the Operating Partnership’s establishment and issuance of an equal number of Series G Term Preferred Units as are issued shares of Series G Preferred Stock by the Company in connection with the offering of Series G Preferred Stock upon the Company’s contribution to the Operating Partnership of the net proceeds of the offering of Series G Preferred Stock. Generally, the Series G Preferred Units provided for under the Amendment have preferences, distribution rights, and other provisions substantially equivalent to those of the Series G Preferred Stock.
Series G Preferred Stock Offering

On June 28, 2021, we completed an underwritten public offering of 4,000,000 shares of our newly designated Series G Preferred Stock at a public offering price of $25.00 per share, raising $100.0 million in gross proceeds and approximately $96.6 million in net proceeds, after payment of underwriting discounts and commissions. We used the net proceeds from this offering to voluntarily redeem all outstanding shares of our 7.00% Series D Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”).

Common Stock ATM Program

During the nine months ended September 30, 2021, we sold 1.2 million shares of common stock, raising $24.1 million in net proceeds under our At-the-Market Equity Offering Sales Agreements with sales agents Robert W. Baird & Co. Incorporated (“Baird”), Goldman Sachs & Co. LLC (“Goldman Sachs”), Stifel, Nicolaus & Company, Incorporated (“Stifel”), BTIG, LLC, and Fifth Third Securities, Inc. (“Fifth Third”), pursuant to which we may sell shares of our common stock in an aggregate offering price of up to $250.0 million (the “Common Stock ATM Program”). As of September 30, 2021, we had remaining capacity to sell up to $159.4 million of common stock under the Common Stock ATM Program.

Mezzanine Equity

Our Series D Preferred Stock, 6.625% Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), and Series G Preferred Stock are classified as mezzanine equity in our condensed consolidated balance sheets because all three are redeemable at the option of the shareholder upon a change of control of greater than 50%. A change in control of our company, outside of our control, is only possible if a tender offer is accepted by over 90% of our shareholders. All other change in control situations would require input from our Board of Directors. In addition, our Series E Preferred Stock and Series G Preferred Stock are redeemable at the option of the applicable shareholder in the event a delisting event occurs. We will periodically evaluate the likelihood that a delisting event or change of control of greater than 50% will take place, and if we deem this probable, we would adjust the Series E Preferred Stock, and Series G 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 of greater than 50%, or a delisting event, is remote.

Series D Preferred Stock Redemption

On June 30, 2021, we voluntarily redeemed all 3,509,555 outstanding shares of our Series D Preferred Stock at a redemption price of $25.1458333 per share, which represented the liquidation preference per share, plus accrued and unpaid dividends through June 30, 2021, for an aggregate redemption price of approximately $88.3 million. In connection with this redemption, we recognized a $2.1 million decrease to net income available to common shareholders pertaining to the original issuance costs incurred upon issuance of our Series D Preferred Stock.

Articles Supplementary Reclassifying Remaining Series D Preferred Stock

On August 5, 2021, we filed Articles Supplementary (the “Reclassification Articles Supplementary”) with the SDAT, pursuant to which our board of directors reclassified and designated the remaining 2,490,445 shares of authorized but unissued Series D Preferred Stock as additional shares of common stock. After giving effect to the filing of the Reclassification Articles Supplementary, our authorized capital stock consists of 62,290,000 shares of common stock, 6,760,000 shares of Series E Preferred Stock, 26,000,000 shares of Series F Preferred Stock, 4,000,000 shares of Series G Preferred Stock, and 950,000 shares of senior common stock. The Reclassification Articles Supplementary did not increase our authorized shares of capital stock.

Series E Preferred Stock ATM Program

We have an At-the-Market Equity Offering Sales Agreement (the “Series E Preferred Stock Sales Agreement”) with sales agents Baird, Goldman Sachs, Stifel, Fifth Third, and U.S. Bancorp Investments, Inc., pursuant to which we may, from time to time, offer to sell shares of our Series E Preferred Stock in an aggregate offering price of up to $100.0 million. We did not sell any shares of our Series E Preferred Stock under the Series E Preferred Stock Sales Agreement during the nine months ended September 30, 2021. As of September 30, 2021, we had remaining capacity to sell up to $92.8 million of Series E Preferred Stock under the Series E Preferred Stock Sales Agreement.
Universal Shelf Registration Statements

On January 11, 2019, we filed a universal registration statement on Form S-3, File No. 333-229209, and an amendment thereto on Form S-3/A on January 24, 2019 (collectively referred to as the “2019 Universal Shelf”). The 2019 Universal Shelf became effective on February 13, 2019 and replaced our prior universal shelf registration statement. The 2019 Universal Shelf allows us to issue up to $500.0 million of securities. As of September 30, 2021, we had the ability to issue up to $352.7 million of securities under the 2019 Universal Shelf.

On January 29, 2020, we filed an additional universal registration statement on Form S-3, File No. 333-236143 (the “2020 Universal Shelf”). The 2020 Universal Shelf was declared effective on February 11, 2020 and is in addition to the 2019 Universal Shelf. The 2020 Universal Shelf allows us to issue up to an additional $800.0 million of securities. Of the $800.0 million of available capacity under our 2020 Universal Shelf, approximately $636.5 million is reserved for the sale of our Series F Preferred Stock. As of September 30, 2021, we had the ability to issue up to $691.7 million of securities under the 2020 Universal Shelf.

Series F Preferred Stock

On February 20, 2020, we filed with the Maryland Department of Assessments and Taxation Articles Supplementary (i) setting forth the rights, preferences and terms of the Series F Preferred Stock and (ii) reclassifying and designating 26,000,000 shares of our authorized and unissued shares of common stock as shares of Series F Preferred Stock. The reclassification decreased the number of shares classified as common stock from 86,290,000 shares immediately prior to the reclassification to 60,290,000 shares immediately after the reclassification. We sold 217,422 shares of our Series F Preferred Stock, raising $4.9 million in net proceeds during the nine months ended September 30, 2021. As of September 30, 2021, we had remaining capacity to sell up to $628.2 million of Series F Preferred Stock.

Non-controlling Interest in Operating Partnership

As of September 30, 2021 and December 31, 2020, we owned approximately 99.3% and 98.6%, respectively, of the outstanding OP Units. During the nine months ended September 30, 2021, we redeemed 246,039 OP Units for an equivalent amount of common stock.

The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of our common stock, with the distributions on the OP Units held by us being utilized to make distributions to our common stockholders.
As of September 30, 2021 and December 31, 2020, there were 256,994 and 503,033 outstanding OP Units held by Non-controlling OP Unitholders, respectively.