Quarterly report pursuant to Section 13 or 15(d)

Stockholders' and Mezzanine Equity

v3.5.0.2
Stockholders' and Mezzanine Equity
 9 Months Ended
Sep. 30, 2016
Equity [Abstract]  
Stockholders' and Mezzanine Equity
Stockholders’ and Mezzanine Equity

Stockholders' Equity
The following table summarizes the changes in our stockholders’ equity for the nine months ended September 30, 2016 (dollars in thousands):
 
 
 
Shares Issued and Retired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Stock Series A and B
 
Common Stock
 
Senior Common Stock
 
Preferred Stock Series A and B
 
Senior Common Stock
 
Common Stock
 
Additional Paid in Capital
 
Distributions in Excess of Accumulated Earnings
 
Total Stockholders' Equity
Balance at December 31, 2015
 
2,150,000

 
22,485,607

 
972,214

 
$
2

 
$
1

 
$
22

 
$
418,897

 
$
(185,051
)
 
$
233,871

Issuance of preferred stock series A and B and common stock, net
 
114,000

 
1,115,546

 
—

 
—

 
—

 
2

 
21,417

 
—

 
21,419

Retirement of senior common stock
 
—

 
—

 
(12,662
)
 
—

 
—

 
—

 
(178
)
 
—

 
(178
)
Distributions declared to common, senior common and preferred stockholders
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(30,862
)
 
(30,862
)
Net income
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
1,665

 
1,665

Balance at September 30, 2016
 
2,264,000

 
23,601,153

 
959,552

 
$
2

 
$
1

 
$
24

 
$
440,136

 
$
(214,248
)
 
$
225,915



Distributions
We paid the following distributions per share for the three and nine months ended September 30, 2016 and 2015:
 
 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Common Stock
 
$
0.375

 
$
0.375

 
$
1.125

 
$
1.125

Senior Common Stock
 
0.2625

 
0.2625

 
0.7875

 
0.7875

Series A Preferred Stock
 
0.4843749

 
0.4843749

 
1.4531247

 
1.4531247

Series B Preferred Stock
 
0.4688

 
0.4688

 
1.4063

 
1.4063

Series C Preferred Stock
 
0.2424

(1)
0.4453

 
1.1330

(1)
1.3359

Series D Preferred Stock
 
0.4375

 
—

 
0.6163

 
—



(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.

Recent Activity
Common Stock ATM Program
During the nine months ended September 30, 2016, we sold 65,000 shares of common stock, raising $0.9 million in net proceeds under our previous common stock ATM program with Cantor Fitzgerald & Co., or Cantor Fitzgerald. In February 2016, we amended our common ATM program, or the Amended Common ATM, with Cantor Fitzgerald. 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 nine months ended September 30, 2016, we sold an additional 1.1 million shares of common stock, raising $17.7 million in net proceeds under our Amended Common ATM. As of September 30, 2016, we had a remaining capacity to sell up to $141.1 million of common stock under the Amended Common ATM.
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, 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, and (ii) shares of our 7.50% Series B Cumulative Redeemable Preferred Stock, or the Series B Preferred, having an aggregate offering price of up to $40.0 million, through Cantor Fitzgerald, acting as sales agent and/or principal. During the nine months ended September 30, 2016, we sold 114,000 shares of our Series B Preferred for net proceeds of $2.8 million. As of September 30, 2016, we had a remaining capacity to sell up to $37.2 million of preferred stock under the Series A and B Preferred ATM.
Mezzanine Equity
Series D Preferred Stock: During the nine months ended September 30, 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, 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 $55.1 million. The proceeds were used to redeem $38.5 million of our Term Preferred Stock, which represents all of our then outstanding shares of such stock, with the remainder used to repay outstanding debt. The Series D Preferred is classified as mezzanine equity in our condensed 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 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 greater than 50% will take place, and if we deem this probable, we would adjust the Series D Preferred 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 greater than 50% is remote.
Series D Preferred Stock ATM: In June 2016, we entered into an open market sales agreement, or the Series D Preferred ATM, with Cantor Fitzgerald, pursuant to which we may, from time to time, offer to sell shares of our Series D Preferred, having an aggregate offering price of up to $50.0 million, through Cantor Fitzgerald, acting as sales agent and/or principal. During the nine months ended September 30, 2016, we sold 502,000 shares of our Series D Preferred for net proceeds of $12.5 million. As of September 30, 2016, we had a remaining capacity to sell up to $37.3 million of Series D Preferred under the Series D Preferred ATM.