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Shareholders' Equity
12 Months Ended
Sep. 30, 2016
Equity [Abstract]  
Shareholders' Equity

NOTE 13 - SHAREHOLDERS’ EQUITY

 

Common Stock

 

The Company implemented a Dividend Reinvestment and Stock Purchase Plan (the DRIP) effective December 15, 1987, as amended. Under the terms of the DRIP and subsequent amendments, shareholders who participate may reinvest all or part of their dividends in additional shares of the Company at a discounted price (approximately 95% of market value) directly from the Company, from authorized but unissued shares of the Company common stock. According to the terms of the DRIP, shareholders may also purchase additional shares by making optional cash payments monthly.

 

Amounts received in connection with the DRIP and shares issued in connection with the DRIP for the fiscal years ended September 30, 2016, 2015 and 2014 were as follows:

 

    2016     2015     2014  
                   
Amounts received   $ 72,175,797     $ 48,404,556     $ 38,090,334  
Less: Dividend reinvestments     8,369,146       8,489,169       7,624,528  
Amounts received, net   $ 63,806,651     $ 39,915,387     $ 30,465,806  
                         
Number of Shares Issued     6,515,750       4,975,500       4,296,075  

 

The following cash distributions were paid to common shareholders during the years ended September 30, 2016, 2015 and 2014:

 

    2016     2015     2014  
Quarter Ended   Amount     Per Share     Amount     Per Share     Amount     Per Share  
                                     
December 31   $ 10,083,160     $ 0.16     $ 8,598,414     $ 0.15     $ 6,815,308     $ 0.15  
March 31     10,384,295       0.16       8,765,446       0.15       7,030,326       0.15  
June 30     10,647,332       0.16       8,952,767       0.15       7,182,521       0.15  
September 30     10,919,396       0.16       9,205,500       0.15       8,503,275       0.15  
    $ 42,034,183     $ 0.64     $ 35,522,127     $ 0.60     $ 29,531,430     $ 0.60  

 

On October 1, 2015, the Company’s Board of Directors approved a 6.7% increase in the Company’s quarterly common stock dividend, raising it to $0.16 per share from $0.15 per share. This represents an annualized dividend rate of $0.64 per share. The Company has maintained or increased its cash dividend for twenty-five consecutive years. On October 3, 2016, the Company’s Board of Directors declared a quarterly dividend of $0.16 per share of its common stock to be paid December 15, 2016 to shareholders of record as of the close of business on November 15, 2016.

 

On May 28, 2014, the Company completed a public offering of 8,050,000 shares of the Company’s Common Stock (including the underwriters’ option to purchase 1,050,000 additional shares) at a price of $8.50 per share, before underwriting discounts. The Company received net proceeds from the offering, after deducting underwriting discounts and all other transaction costs, of approximately $65,113,000.

 

Preferred Stock

 

On September 13, 2016, the Company issued 5,400,000 shares of a 6.125% Series C Cumulative Redeemable Preferred Stock (Series C Preferred Stock) at an offering price of $25.00 per share in an underwritten public offering. The Company received net proceeds from the offering, after deducting the underwriting discount and other estimated offering expenses, of approximately $130,543,000. On September 15, 2016, the Company used $45,000,000 of such net proceeds from the offering to reduce the amounts outstanding under its Facility and on October 14, 2016, the Company used $53,493,750 of such net proceeds from the offering to redeem all of the 2,139,750 issued and outstanding shares of its 7.625% Series A Cumulative Redeemable Preferred Stock (7.625% Series A Preferred Stock). In addition, on October 14, 2016, the Company used $498,540 of such net proceeds from the offering to pay all dividends, accrued and unpaid, to and including the redemption date of the 7.625% Series A Preferred Stock. The Company intends to use the remaining proceeds to reduce the amounts outstanding under its Facility and to purchase properties and fund expansions of its existing properties in the ordinary course of business and for general corporate purposes.

 

On September 14, 2016, the Company announced that it intended to redeem all 2,139,750 issued and outstanding shares of its 7.625% Series A Preferred Stock. As discussed above, the Company redeemed the 7.625% Series A Preferred Stock on October 14, 2016 at a redemption price of $25.00 per share, plus all dividends accrued and unpaid to and including the redemption date, in an amount equal to $0.23299 per share. As of September 30, 2016, the outstanding 7.625% Series A Preferred Stock has been reclassified out of stockholder's equity and is reflected as a liability at redemption value and the Company has recognized a deemed dividend of $2,942,149 on the Consolidated Statement of Income for the fiscal year ended September 30, 2016, which represents the difference between redemption value and carrying value net of original deferred issuance costs.

 

Prior to its redemption, the annual dividend of the 7.625% Series A Preferred Stock was $1.90625 per share, or 7.625%, of the $25.00 per share liquidation value and was payable quarterly in arrears on March 15, June 15, September 15, and December 15.

 

The Company’s Board of Directors have declared and the Company has paid the following dividends on the 7.625% Series A Preferred Stock for the fiscal years ended September 30, 2016, 2015 and 2014:

 

Declaration
Date
  Record
Date
  Payment
Date
  Dividend     Dividend
per Share
 
                     
10/1/15   11/16/15   12/15/15   $ 1,019,725     $ 0.4765625  
1/19/16   2/16/16   3/15/16     1,019,726       0.4765625  
4/5/16   5/16/16   6/15/16     1,019,725       0.4765625  
7/1/16   8/15/16   9/15/16     1,019,726       0.4765625  
            $ 4,078,902     $ 1.90625  

 

Declaration
Date
  Record
Date
  Payment
Date
  Dividend     Dividend
per Share
 
                     
10/1/14   11/17/14   12/15/14   $ 1,019,725     $ 0.4765625  
1/21/15   2/17/15   3/16/15     1,019,726       0.4765625  
4/1/15   5/15/15   6/15/15     1,019,725       0.4765625  
7/1/15   8/17/15   9/15/15     1,019,726       0.4765625  
            $ 4,078,902     $ 1.90625  

 

Declaration
Date
  Record
Date
  Payment
Date
  Dividend     Dividend
per Share
 
                     
10/1/13   11/15/13   12/16/13   $ 1,019,725     $ 0.4765625  
1/15/14   2/18/14   3/17/14     1,019,726       0.4765625  
4/1/14   5/15/14   6/16/14     1,019,725       0.4765625  
7/1/14   8/15/14   9/15/14     1,019,726       0.4765625  
            $ 4,078,902     $ 1.90625  

 

As of September 30, 2016, the Company has a total of 2,300,000 shares of 7.875% Series B Cumulative Redeemable Preferred Stock (Series B Preferred Stock) outstanding representing an aggregate liquidation preference of $57,500,000.

 

The annual dividend of the Series B Preferred Stock is $1.96875 per share, or 7.875% of the $25.00 per share liquidation value and is payable quarterly in arrears on March 15, June 15, September 15, and December 15. The Series B Preferred Stock has no maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased. Except in limited circumstances relating to the Company’s qualification as a REIT, and as described below, the Series B Preferred Stock is not redeemable prior to June 7, 2017. On and after June 7, 2017, at any time and, from time to time, the Series B Preferred Stock will be redeemable in whole, or in part, at the Company’s option, at a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends (whether or not declared) to the date of redemption.

 

Upon the occurrence of a Delisting Event, as defined in the Articles Supplementary (the “Series B Articles Supplementary”) classifying and designating the Series B Preferred Stock, the Company may, at its option and subject to certain conditions, redeem the Series B Preferred Stock, in whole or in part, within 90 days after the Delisting Event, for a cash redemption price per share of Series B Preferred Stock equal to $25.00 plus any accumulated and unpaid dividends thereon (whether or not declared), to, but not including, the redemption date.

 

Upon the occurrence of a Change of Control, as defined in the Series B Articles Supplementary, the Company may, at its option and subject to certain conditions, redeem the Series B Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for a cash redemption price per share of Series B Preferred Stock equal to $25.00 plus any accumulated and unpaid dividends thereon (whether or not declared) to, but not including, the redemption date.

 

The Company’s Board of Directors have declared and the Company has paid the following dividends on the Series B Preferred Stock for the year ended September 30, 2016, 2015 and 2014:

 

Declaration
Date
  Record
Date
  Payment
Date
  Dividend     Dividend
per Share
 
                     
10/1/15   11/16/15   12/15/15   $ 1,132,032     $ 0.4921875  
1/19/16   2/16/16   3/15/16     1,132,033       0.4921875  
4/5/16   5/16/16   6/15/16     1,132,032       0.4921875  
7/1/16   8/15/16   9/15/16     1,132,033       0.4921875  
            $ 4,528,130     $ 1.96875  

 

Declaration
Date
  Record
Date
  Payment
Date
  Dividend     Dividend
per Share
 
                     
10/1/14   11/17/14   12/15/14   $ 1,132,032     $ 0.4921875  
1/21/15   2/17/15   3/16/15     1,132,033       0.4921875  
4/1/15   5/15/15   6/15/15     1,132,032       0.4921875  
7/1/15   8/17/15   9/15/15     1,132,033       0.4921875  
            $ 4,528,130     $ 1.96875  

 

Declaration
Date
  Record
Date
  Payment
Date
  Dividend     Dividend
per Share
 
                     
10/1/13   11/15/13   12/16/13   $ 1,132,032     $ 0.4921875  
1/15/14   2/18/14   3/17/14     1,132,033       0.4921875  
4/1/14   5/15/14   6/16/14     1,132,032       0.4921875  
7/1/14   8/15/14   9/15/14     1,132,033       0.4921875  
            $ 4,528,130     $ 1.96875  

 

On October 3, 2016, the Company’s Board of Directors declared a quarterly dividend of $0.4921875 per share to be paid December 15, 2016 to shareholders of record as of the close of business on November 15, 2016.

 

As of September 30, 2016, the Company has a total of 5,400,000 shares of Series C Preferred Stock outstanding representing an aggregate liquidation preference of $135,000,000.

 

The annual dividend of the Series C Preferred Stock is $1.53125 per share, or 6.125% of the $25.00 per share liquidation value and is payable quarterly in arrears on March 15, June 15, September 15, and December 15. The Series C Preferred Stock has no maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased. Except in limited circumstances relating to the Company’s qualification as a REIT, and as described below, the Series C Preferred Stock is not redeemable prior to September 15, 2021. On and after September 15, 2021, at any time and, from time to time, the Series C Preferred Stock will be redeemable in whole, or in part, at the Company’s option, at a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends (whether or not declared) to the date of redemption.

 

Upon the occurrence of a Delisting Event, as defined in the Articles Supplementary (the “Series C Articles Supplementary”) classifying and designating the Series C Preferred Stock, the Company may, at its option and subject to certain conditions, redeem the Series C Preferred Stock, in whole or in part, within 90 days after the Delisting Event, for a cash redemption price per share of Series C Preferred Stock equal to $25.00 plus any accumulated and unpaid dividends thereon (whether or not declared), to, but not including, the redemption date.

 

Upon the occurrence of a Change of Control, as defined in the Series C Articles Supplementary, the Company may, at its option and subject to certain conditions, redeem the Series C Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for a cash redemption price per share of Series C Preferred Stock equal to $25.00 plus any accumulated and unpaid dividends thereon (whether or not declared) to, but not including, the redemption date.

 

On October 3, 2016, the Company’s Board of Directors declared a quarterly dividend for the period September 13, 2016 through November 30, 2016, of $0.3317708 per share to be paid December 15, 2016 to shareholders of record as of the close of business on November 15, 2016.

 

Repurchase of Stock

 

On January 19, 2016, the Board of Directors reaffirmed its Share Repurchase Program (the Repurchase Program) that authorizes the Company to purchase up to $10,000,000 in the aggregate of the Company’s common stock. The Repurchase Program was originally created on March 3, 2009 and is intended to be implemented through purchases made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. The size, scope and timing of any purchases will be based on business, market and other conditions and factors, including price, regulatory and contractual requirements or consents, and capital availability. The Repurchase Program does not require the Company to acquire any particular amount of common stock, and the program may be suspended, modified or discontinued at any time at the Company’s discretion without prior notice. The Company did not reacquire any of its shares of Common Stock during the fiscal year ended September 30, 2016, nor does the Company possess any reacquired shares of Common Stock as of September 30, 2016. The maximum dollar value that may be purchased under the Repurchase Program as of September 30, 2016 is $10,000,000.