Quarterly report [Sections 13 or 15(d)]

Equity and Mezzanine Equity

v3.25.2
Equity and Mezzanine Equity
 6 Months Ended
Jun. 30, 2025
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 six months ended June 30, 2025 and 2024 (dollars in thousands):
 
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
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 $ 45  $ 40  $ 44  $ 40 
Issuance of common stock, net 1  1  2  1 
Balance, end of period $ 46  $ 41  $ 46  $ 41 
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 $ 811,915  $ 730,465  $ 784,389  $ 730,256 
Issuance of common stock and Series F preferred stock, net 6,912  10,648  33,883  10,845 
Redemption of OP Units —  3,865  —  3,865 
Redemption of Series F preferred stock, net 1,812  255  2,382  310 
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership (5) (3,119) (20) (3,162)
Balance, end of period $ 820,634  $ 742,114  $ 820,634  $ 742,114 
Accumulated Other Comprehensive Income
Balance, beginning of period $ 6,647  $ 13,281  $ 10,648  $ 7,758 
Comprehensive (loss) income (2,344) 470  (6,360) 5,888 
Reclassification into interest expense —  8  15  113 
Balance, end of period $ 4,303  $ 13,759  $ 4,303  $ 13,759 
Distributions in Excess of Accumulated Earnings
Balance, beginning of period $ (635,393) $ (596,475) $ (623,912) $ (584,776)
Distributions declared to common, senior common, and preferred stockholders (17,045) (15,341) (33,653) (30,560)
Redemption of Series F preferred stock, net 11  (4) 1  (7)
Net income available to the Company 4,633  1,611  9,770  5,134 
Balance, end of period $ (647,794) $ (610,209) $ (647,794) $ (610,209)
Total Stockholders' Equity
Balance, beginning of period $ 183,216  $ 147,313  $ 171,171  $ 153,280 
Issuance of common stock and Series F preferred stock, net 6,913  10,649  33,885  10,846 
Redemption of OP Units —  3,865  —  3,865 
Redemption of Series F preferred stock, net 1,823  251  2,383  303 
Distributions declared to common, senior common, and preferred stockholders (17,045) (15,341) (33,653) (30,560)
Comprehensive (loss) income (2,344) 470  (6,360) 5,888 
Reclassification into interest expense —  8  15  113 
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership (5) (3,119) (20) (3,162)
Net income available to the Company 4,633  1,611  9,770  5,134 
Balance, end of period $ 177,191  $ 145,707  $ 177,191  $ 145,707 
Non-Controlling Interest
Balance, beginning of period $ 136  $ 938  $ 130  $ 986 
Distributions declared to Non-controlling OP Unit holders (12) (67) (23) (160)
Redemptions of OP Units —  (3,865) —  (3,865)
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership 5  3,119  20  3,162 
Net income (loss) available (attributable) to OP Units held by Non-controlling OP Unitholders 1  (11) 3  (9)
Balance, end of period $ 130  $ 114  $ 130  $ 114 
Total Equity $ 177,321  $ 145,821  $ 177,321  $ 145,821 

Distributions

We paid the following distributions per share for the three and six months ended June 30, 2025 and 2024:
For the three months ended June 30, For the six months ended June 30,
2025 2024 2025 2024
Common Stock and Non-controlling OP Units $ 0.30  $ 0.30  $ 0.60  $ 0.60 
Senior Common Stock 0.2625  0.2625  0.5250  0.5250 
Series E Preferred Stock 0.414063  0.414063  0.828126  0.828126 
Series F Preferred Stock 0.375  0.375  0.750  0.750 
Series G Preferred Stock 0.375  0.375  0.750  0.750 

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 six months ended June 30, 2025, 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 six months ended June 30, 2025, we sold 2,521,007 shares of common stock, raising approximately $38.0 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 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 replaced 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 15,700 shares of our Series F Preferred Stock, raising $0.4 million in net proceeds, during the six months ended June 30, 2025.

The primary offering of our Series F Preferred Stock terminated according to its terms on June 1, 2025. We expensed $0.3 million in prepaid offering costs due to the termination, which was included in general and administrative expenses in the condensed consolidated statements of operations.

Non-controlling Interest in Operating Partnership

As of June 30, 2025 and December 31, 2024, we owned approximately 99.9% and 99.9%, respectively, of the outstanding OP Units.

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 June 30, 2025 and December 31, 2024, there were 39,474 and 39,474 outstanding OP Units held by Non-controlling OP Unitholders, respectively.