Quarterly report pursuant to Section 13 or 15(d)

Equity and Mezzanine Equity

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Equity and Mezzanine Equity
 3 Months Ended
Mar. 31, 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 months ended March 31, 2021 and 2020 (in thousands):
 
Three Months Ended March 31,
2021 2020
Senior Common Stock
Balance, beginning of period $ 1  $ 1 
Issuance of senior common stock, net —  — 
Balance, end of period $ 1  $ 1 
Common Stock
Balance, beginning of period $ 35  $ 32 
Issuance of common stock, net 1  2 
Balance, end of period $ 36  $ 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 $ 626,533  $ 571,205 
Issuance of common stock and Series F Preferred Stock, net (1) 11,312  27,930 
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 (3,604) 97 
Balance, end of period $ 639,053  $ 599,232 
Accumulated Other Comprehensive Income
Balance, beginning of period $ (4,345) $ (2,126)
Comprehensive income 2,424  (2,528)
Balance, end of period $ (1,921) $ (4,654)
Distributions in Excess of Accumulated Earnings
Balance, beginning of period $ (409,041) $ (360,978)
Distributions declared to common, senior common, and preferred stockholders (16,460) (15,548)
Net income attributable to the Company 79  2,267 
Balance, end of period $ (425,422) $ (374,259)
Total Stockholders' Equity
Balance, beginning of period $ 213,183  $ 208,134 
Issuance of common stock and Series F Preferred Stock, net (1) 11,313  27,932 
Redemption of OP Units 4,812  — 
Distributions declared to common, senior common, and preferred stockholders (16,460) (15,548)
Comprehensive income 2,424  (2,528)
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership (3,604) 97 
Net income attributable to the Company 79  2,267 
Balance, end of period $ 211,747  $ 220,354 
Non-Controlling Interest
Balance, beginning of period $ 2,854  $ 2,903 
Distributions declared to Non-controlling OP Unit holders (189) (189)
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 3,604  (97)
Net loss attributable to OP units held by Non-controlling OP Unitholders (41) (9)
Balance, end of period $ 1,416  $ 3,110 
Total Equity $ 213,163  $ 223,464 
(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 months ended March 31, 2021 and 2020:

For the three months ended March 31,
2021 2020
Common Stock and Non-controlling OP Units $ 0.37545  $ 0.37545 
Senior Common Stock 0.2625  0.2625 
Series D Preferred Stock 0.4374999  0.4374999 
Series E Preferred Stock 0.414063  0.4140630 
Series F Preferred Stock 0.375  —  (1)
(1)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

Common Stock ATM Program

During the three months ended March 31, 2021, we sold 0.6 million shares of common stock, raising $11.3 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 March 31, 2021, we had remaining capacity to sell up to $172.5 million of common stock under the Common Stock ATM Program.

Mezzanine Equity

Both our 7.00% Series D Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”) and 6.625% Series E Cumulative Redeemable Preferred Stock (“Series E 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% 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. In addition, our Series E Preferred Stock is redeemable at the option of the 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 D Preferred Stock and Series E 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 greater than 50%, or a delisting event, is remote.

We did not have an active At-the-Market program for our Series D Preferred Stock during the three months ended March 31, 2021.

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 three months ended March 31, 2021. As of March 31, 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 March 31, 2021, we had the ability to issue up to $365.8 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 March 31, 2021, we had the ability to issue up to $797.1 million of securities under the 2020 Universal Shelf.

Series F Preferred Stock

On February 20, 2020, the Company 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 the Company’s 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 1,500 shares of our Series F Preferred Stock, raising $0.03 million in net proceeds during the three months ended March 31, 2021. As of March 31, 2021, we had remaining capacity to sell up to $633.6 million of Series F Preferred Stock.

Non-controlling Interest in Operating Partnership

As of March 31, 2021 and December 31, 2020, we owned approximately 99.3% and 98.6%, respectively, of the outstanding OP Units. On March 31, 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 the Company’s common stock, with the distributions on the OP Units held by the Company being utilized to make distributions to the Company’s common stockholders.
As of March 31, 2021 and December 31, 2020, there were 256,994 and 503,033 outstanding OP Units held by Non-controlling OP Unitholders, respectively.