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, 2024
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, 2024 and 2023 (dollars in thousands):
 
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
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 $ 41  $ 39  $ 40  $ 39 
Issuance of common stock, net 2  —  3  1 
Repurchase of common stock, net —  —  —  (1)
Balance, end of period $ 43  $ 39  $ 43  $ 39 
Series F Preferred Stock
Balance, beginning of period $ 1  $ 1  $ 1  $ 1 
Issuance of Series F preferred stock, net —  —  —  — 
Redemption of Series F preferred stock, net —  —  —  — 
Balance, end of period $ 1  $ 1  $ 1  $ 1 
Additional Paid in Capital
Balance, beginning of period $ 742,114  $ 728,580  $ 730,256  $ 721,327 
Issuance of common stock and Series F preferred stock, net 37,066  690  47,911  6,725 
Repurchase of common stock, net —  —  —  998 
Redemption of OP Units —  —  3,865  — 
Redemption of Series F preferred stock, net 1,008  183  1,318  401 
Retirement of senior common stock, net —  —  —  52 
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership 17  (53) (3,145) (103)
Balance, end of period $ 780,205  $ 729,400  $ 780,205  $ 729,400 
Accumulated Other Comprehensive Income
Balance, beginning of period $ 13,759  $ 14,297  $ 7,758  $ 11,640 
Comprehensive income (10,456) 5,089  (4,568) 7,218 
Reclassification into interest expense 62  409  175  937 
Balance, end of period $ 3,365  $ 19,795  $ 3,365  $ 19,795 
Distributions in Excess of Accumulated Earnings
Balance, beginning of period $ (610,209) $ (560,719) $ (584,776) $ (529,104)
Distributions declared to common, senior common, and preferred stockholders (16,168) (15,182) (46,726) (45,445)
Redemption of Series F preferred stock, net 2  (1) (4) (12)
Net income available to the Company 11,677  1,789  16,808  448 
Balance, end of period $ (614,698) $ (574,113) $ (614,698) $ (574,113)
Total Stockholders' Equity
Balance, beginning of period $ 145,707  $ 182,199  $ 153,280  $ 203,904 
Issuance of common stock and Series F preferred stock, net 37,068  690  47,914  6,726 
Repurchase of common stock, net —  —  —  997 
Redemption of OP Units —  —  3,865  — 
Redemption of Series F preferred stock, net 1,010  182  1,314  389 
Retirement of senior common stock, net —  —  —  52 
Distributions declared to common, senior common, and preferred stockholders (16,168) (15,182) (46,726) (45,445)
Comprehensive income (10,456) 5,089  (4,568) 7,218 
Reclassification into interest expense 62  409  175  937 
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership 17  (53) (3,145) (103)
Net income available to the Company 11,677  1,789  16,808  448 
Balance, end of period $ 168,917  $ 175,123  $ 168,917  $ 175,123 
Non-Controlling Interest
Balance, beginning of period $ 114  $ 1,524  $ 986  $ 1,790 
Distributions declared to Non-controlling OP Unit holders (12) (117) (172) (352)
Redemptions of OP Units —  —  (3,865) — 
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership (17) 53  3,145  103 
Net income (loss) available (attributable) to OP Units held by Non-controlling OP Unitholders 44  3  35  (78)
Balance, end of period $ 129  $ 1,463  $ 129  $ 1,463 
Total Equity $ 169,046  $ 176,586  $ 169,046  $ 176,586 

Distributions

We paid the following distributions per share for the three and nine months ended September 30, 2024 and 2023:

For the three months ended September 30, For the nine months ended September 30,
2024 2023 2024 2023
Common Stock and Non-controlling OP Units $ 0.30  $ 0.30  $ 0.90  $ 0.90 
Senior Common Stock 0.2625  0.2625  0.7875  0.7875 
Series E Preferred Stock 0.414063  0.414063  1.242189  1.242189 
Series F Preferred Stock 0.375  0.375  1.125  1.125 
Series G Preferred Stock 0.375  0.375  1.125  1.125 
Recent Activity

Common Stock ATM Programs

On February 22, 2022, we entered into Amendment No. 1 to our At-the-Market Equity Offering Sales Agreement 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”), dated December 3, 2019 (together, the “Prior Common Stock Sales Agreement”). The amendment permitted shares of common stock to be issued pursuant to the Prior Common Stock Sales Agreement under the 2020 Registration Statement, and future registration statements on Form S-3. We terminated the Prior Common Stock Sales Agreement effective as of February 10, 2023 in connection with the expiration of the 2020 Registration Statement on February 11, 2023.

On March 3, 2023, we entered into an At-the-Market Equity Offering Sales Agreement (the “2023 Common Stock Sales Agreement”), with BofA Securities, Inc. (“BofA”), Goldman Sachs, Baird, KeyBanc Capital Markets Inc. (“KeyBanc”), and Fifth Third (collectively the “Common Stock Sales Agents”). In connection with the 2023 Common Stock Sales Agreement, we filed prospectus supplements with the SEC dated March 3, 2023 and March 7, 2023, to the prospectus dated November 23, 2022, for the offer and sale of an aggregate offering amount of up to $250.0 million of common stock. During the nine months ended September 30, 2024, we did not sell any shares of common stock under the 2023 Common Stock Sales Agreement.

On March 26, 2024, we entered into Amendment No. 1 to the 2023 Common Stock Sales Agreement (the “2024 Common Stock Sales Agreement”). The amendment permitted shares of common stock to be issued pursuant to the 2024 Common Stock Sales Agreement under the 2024 Registration Statement, and future registration statements on Form S-3. In connection with the 2024 Common Stock Sales Agreement, we filed a prospectus supplement with the SEC dated March 26, 2024, to the prospectus dated March 21, 2024, for the offer and sale of an aggregate offering amount of $250.0 million of common stock. During the nine months ended September 30, 2024, we sold 3,450,500 shares of common stock, raising approximately $49.5 million in net proceeds under the 2024 Common Stock Sales Agreement.

Mezzanine Equity

Our 6.625% Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), and our 6.00% Series G Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”) are classified as mezzanine equity in our condensed consolidated balance sheets because both 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 will 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.

Universal Shelf Registration Statements

On November 23, 2022, we filed the 2022 Registration Statement. There was no limit on the aggregate amount of the securities that we could offer pursuant to the 2022 Registration Statement.

On March 13, 2024, we filed the 2024 Registration Statement, which was declared effective on March 21, 2024. The 2024 Registration Statement allows us to issue up to $1.3 billion of securities and replaces the 2022 Registration Statement.

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 30,180 shares of our Series F Preferred Stock, raising $0.7 million in net proceeds, during the nine months ended September 30, 2024.
Non-controlling Interest in Operating Partnership

As of September 30, 2024 and December 31, 2023, we owned approximately 99.9% and 99.2%, respectively, of the outstanding OP Units. During the nine months ended September 30, 2024, we redeemed 271,169 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, 2024 and December 31, 2023, there were 39,474 and 310,643 outstanding OP Units held by Non-controlling OP Unitholders, respectively.