XML 31 R21.htm IDEA: XBRL DOCUMENT v3.10.0.1
Equity
9 Months Ended
Sep. 30, 2018
Equity [Abstract]  
Equity
Equity

Preferred Stock—The Company had the following series of Cumulative Redeemable and Convertible Perpetual Preferred Stock outstanding as of September 30, 2018 and December 31, 2017:
 
 
 
 
 
 
Cumulative Preferential Cash
Dividends(1)(2)
 
 
Series
 
Shares Issued and
Outstanding
(in thousands)
 
Par Value
 
Liquidation Preference(3)(4)
 
Rate per Annum
 
Equivalent to
Fixed Annual
Rate (per share)
 
Carrying Value
(in thousands)
D
 
4,000

 
$
0.001

 
$
25.00

 
8.00
%
 
$
2.00

 
$
89,041

G
 
3,200

 
0.001

 
25.00

 
7.65
%
 
1.91

 
72,664

I
 
5,000

 
0.001

 
25.00

 
7.50
%
 
1.88

 
120,785

J (convertible)(4)
 
4,000

 
0.001

 
50.00

 
4.50
%
 
2.25

 
193,510

 
 
16,200

 
 

 
 
 
 

 
 

 
$
476,000

________________________________________
(1)
Holders of shares of the Series D, G, I and J preferred stock are entitled to receive dividends, when and as declared by the Company's Board of Directors, out of funds legally available for the payment of dividends. Dividends are cumulative from the date of original issue and are payable quarterly in arrears on or before the 15th day of each March, June, September and December or, if not a business day, the next succeeding business day. Any dividend payable on the preferred stock for any partial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as of the close of business on the first day of the calendar month in which the applicable dividend payment date falls or on another date designated by the Company's Board of Directors for the payment of dividends that is not more than 30 nor less than 10 days prior to the dividend payment date.
(2)
The Company declared and paid dividends of $6.0 million, $4.6 million and $7.0 million on its Series D, G and I Cumulative Redeemable Preferred Stock during the nine months ended September 30, 2018 and 2017, respectively. The Company declared and paid dividends of $6.8 million on its Series J Convertible Perpetual Preferred Stock during the nine months ended September 30, 2018 and 2017. The Company declared and paid dividends of $8.3 million and $5.9 million on its Series E and F Cumulative Redeemable Preferred Stock, respectively, during the nine months ended September 30, 2017. The Company redeemed all of its issued and outstanding Series E and F Cumulative Redeemable Preferred Stock in October 2017. The character of the 2017 dividends was 100% capital gain distribution, of which 27.90% represented unrecaptured section 1250 gain and 72.10% represented long term capital gain. There are no dividend arrearages on any of the preferred shares currently outstanding.
(3)
The Company may, at its option, redeem the Series G and I Preferred Stock, in whole or in part, at any time and from time to time, for cash at a redemption price equal to 100% of the liquidation preference of $25.00 per share, plus accrued and unpaid dividends, if any, to the redemption date.
(4)
Each share of the Series J Preferred Stock is convertible at the holder's option at any time, into 3.9423 shares of the Company's common stock (equal to an initial conversion price of approximately $12.68 per share), subject to specified adjustments. The Company may, at its option, redeem the Series J Preferred Stock, in whole or in part, at any time and from time to time, for cash at a redemption price equal to 100% of the liquidation preference of $50.00 per share, plus accrued and unpaid dividends, if any, to the redemption date.

Dividends—To maintain its qualification as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate corporate federal income taxes payable by the REIT. The Company has recorded NOLs and may record NOLs in the future, which may reduce its taxable income in future periods and lower or eliminate entirely the Company's obligation to pay dividends for such periods in order to maintain its REIT qualification. As of December 31, 2017, the Company had $582.4 million of NOL carryforwards at the corporate REIT level that can generally be used to offset both ordinary taxable income and capital gain net income in future years. The NOL carryforwards will expire beginning in 2029 and through 2036 if unused. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and certain asset impairments), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows. The 2016 Senior Term Loan and the 2015 Revolving Credit Facility permit the Company to pay common dividends with no restrictions so long as the Company is not in default on any of its debt obligations. The Company declared and paid common stock dividends of $6.2 million, or $0.09 per share, for the nine months ended September 30, 2018. The Company did not declare or pay any common stock dividends for the nine months ended September 30, 2017.

Stock Repurchase Program—The Company may repurchase shares in negotiated transactions or open market transactions, including through one or more trading plans. During the three months ended March 31, 2018, the Company repurchased 0.8 million shares of its outstanding common stock for $8.3 million, for an average cost of $10.22 per share. No common stock was repurchased during the six months ended September 30, 2018. During the three months ended September 30, 2017, in connection with the sale of the 3.125% Convertible Notes (refer to Note 10), the Company repurchased 4.0 million shares of its common stock for $45.9 million at an average cost of $11.51 per share in privately negotiated transactions with purchasers of the 3.125% Convertible Notes. As of September 30, 2018, the Company had remaining authorization to repurchase up to $41.7 million of common stock under its stock repurchase program.
 
Accumulated Other Comprehensive Income (Loss)—"Accumulated other comprehensive income (loss)" reflected in the Company's shareholders' equity is comprised of the following ($ in thousands):
 
As of
 
September 30, 2018
 
December 31, 2017
Unrealized gains on available-for-sale securities
$
97

 
$
1,335

Unrealized gains on cash flow hedges
4,494

 
707

Unrealized losses on cumulative translation adjustment
(4,199
)
 
(4,524
)
Accumulated other comprehensive income (loss)
$
392

 
$
(2,482
)