SHAREHOLDERS’ EQUITY

12 Months Ended

Sep. 30, 2019

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 13 - SHAREHOLDERS’ EQUITY

Common Stock

We have implemented a Dividend Reinvestment and Stock Purchase Plan (the DRIP) effective December 15, 1987. Under the terms of the DRIP, as subsequently amended, shareholders who participate may reinvest all or part of their dividends in additional shares at a discounted price (approximately 95% of market value) directly from us, from authorized but unissued shares of our common stock. Shareholders may also purchase additional shares through the DRIP 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, 2019, 2018 and 2017 were as follows:

	2019		2018		2017
Amounts received	$	73,965	$	90,029	$	91,932
Less: Dividend reinvestments		16,886		12,928		10,126
Amounts received, net	$	57,079	$	77,101	$	81,806
Number of Shares Issued		5,601		5,816		6,633

The following cash distributions were paid to common shareholders during the years ended September 30, 2019, 2018 and 2017 (in thousands):

	2019				2018				2017
Quarter Ended	Amount		Per Share		Amount		Per Share		Amount		Per Share
December 31	$	15,570	$	0.17	$	13,017	$	0.17	$	11,184	$	0.16
March 31		15,825		0.17		13,303		0.17		11,429		0.16
June 30		16,064		0.17		13,523		0.17		11,698		0.16
September 30		16,283		0.17		13,743		0.17		11,978		0.16
	$	63,742	$	0.68	$	53,586	$	0.68	$	46,289	$	0.64

On October 1, 2015, our Board of Directors approved a 6.7% increase in our quarterly common stock dividend, raising it to $0.16 per share from $0.15 per share. This represented an annualized dividend rate of $0.64 per share. On October 2, 2017, our Board of Directors approved a 6.3% increase in our quarterly common stock dividend, raising it to $0.17 per share from $0.16 per share. This represents an annualized dividend rate of $0.68 per share. These two dividend raises represent a total increase of 13%. We have maintained or increased our common stock cash dividend for 28 consecutive years. On October 1, 2019, our Board of Directors approved a cash dividend of $0.17 per share, to be paid on December 16, 2019, to shareholders of record at the close of business on November 15, 2019. This represents an annualized dividend rate of $0.68 per share.

In October 2018, we completed a public offering of 9.2 million shares of our common stock (including the underwriters’ option to purchase 1.2 million additional shares) at a price of $15.00 per share, before underwriting discounts. This was our first common stock offering since 2014 and represented an 11.3% increase in our outstanding common shares. We received net proceeds from the offering, after deducting underwriting discounts and all other transaction costs, of $132.3 million.

Preferred Stock

7.625% Series A Cumulative Redeemable Preferred Stock

On September 14, 2016, we announced that we intended to redeem all 2.1 million issued and outstanding shares of our 7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (7.625% Series A Preferred Stock). We redeemed all of 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, up to and including the redemption date, in an amount equal to $0.23299 per share.

Prior to the redemption of the 7.625% Series A Preferred Stock, the annual dividend 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.

Our Board of Directors has authorized and we have paid the following dividend, representing the final dividend payment at time of redemption of the 7.625% Series A Preferred Stock for the fiscal years ended September 30, 2017 (in thousands except per share amounts): 

Declaration Date	Record Date	Payment Date	Dividend		Dividend per Share
9/14/16	10/14/16	10/14/16	$	499	$	0.23299

7.875% Series B Cumulative Redeemable Preferred Stock

On May 5, 2017, we announced that we intended to redeem all 2.3 million issued and outstanding shares of our 7.875% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share (7.875% Series B Preferred Stock). We redeemed all of the outstanding shares of the 7.875% Series B Preferred Stock on June 7, 2017, at a redemption price of $25.00 per share, totaling $57.5 million, plus accumulated and unpaid dividends for the period from June 1, 2017 up to and not including, the redemption date, in an amount equal to $0.0328125, totaling $75,000, for a total cash payment of $25.0328125 per share, totaling $57.6 million. We recognized a deemed dividend of $2.5 million on the Consolidated Statement of Income for the fiscal year ended September 30, 2017, 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 7.875% Series B Preferred Stock was $1.96875 per share, or 7.875%, of the $25.00 per share liquidation value and was payable quarterly in arrears on March 15, June 15, September 15, and December 15.

Our Board of Directors has authorized and we have paid the following dividends on the Series B Preferred Stock for the fiscal years ended September 30, 2017 (in thousands except per share amounts):

Declaration Date	Record Date	Payment Date	Dividend		Dividend per Share
10/3/16	11/15/16	12/15/16	$	1,132	$	0.4921875
1/17/17	2/15/17	3/15/17		1,132		0.4921875
4/4/17	5/15/17	6/15/17		1,132		0.4921875
5/5/17	6/7/17	6/7/17		76		0.0328125	(1)
			$	3,472	$	1.5093750

(1) Represents final dividend payment at time of redemption of the 7.875% Series B Preferred Stock

6.125% Series C Cumulative Redeemable Preferred Stock

On September 13, 2016, we issued 5.4 million shares of 6.125% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (6.125% Series C Preferred Stock), at an offering price of $25.00 per share in an underwritten public offering. We received net proceeds from the offering, after deducting the underwriting discount and other estimated offering expenses, of $130.5 million. On September 15, 2016, we used $45.0 million of such net proceeds from the offering to reduce the amounts outstanding under our Facility and on October 14, 2016, and as discussed above, we used $53.5 million of such net proceeds from the offering to redeem all of the 2.1 million issued and outstanding shares of our 7.625% Series A Preferred Stock. In addition, on October 14, 2016, we used $499,000 of such net proceeds from the offering to pay all dividends, accrued and unpaid, up to and including the redemption date of the 7.625% Series A Preferred Stock.

On March 9, 2017, we issued an additional 3.0 million shares of our 6.125% Series C Preferred Stock, liquidation preference of $25.00 per share, at a public offering price of $24.50 per share, for gross proceeds of $73.5 million before deducting the underwriting discount and offering expenses. Net proceeds from the offering, after deducting underwriting discounts and other offering expenses were $71.0 million. As discussed above, we used the net proceeds from this offering to redeem all of the outstanding shares of our 7.875% Series B Preferred Stock.

On June 29, 2017, we entered into a Preferred Stock At-The-Market Sales Agreement Program with B. Riley FBR, Inc., or B. Riley (formerly FBR Capital Markets & Co.), that provided for the offer and sale of shares of our 6.125% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share, with a liquidation preference of $25.00 per share, or our 6.125% Series C Preferred Stock, having an aggregate sales price of up to $100.0 million. On August 2, 2018, we replaced this program with a new Preferred Stock At-The-Market Sales Agreement Program (Preferred Stock ATM Program) that provides for the offer and sale from time to time of $125.0 million of our 6.125% Series C Preferred Stock, representing an additional $96.5 million. Sales of shares of our 6.125% Series C preferred stock under the Preferred Stock ATM Program are in “at the market offerings” as defined in Rule 415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE, or on any other existing trading market for the 6.125% Series C preferred stock, or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. We began selling shares through these programs on July 3, 2017. Since inception through September 30, 2019, we sold 5.5 million shares under these programs at a weighted average price of $24.81 per share, and generated net proceeds, after offering expenses, of $134.0 million, of which 2.4 million shares were sold during the fiscal year ended September 30, 2019 at a weighted average price of $24.49 per share, and generated net proceeds, after offering expenses, of $58.2 million. As of September 30, 2019, there is $59.8 million remaining that may be sold under the Preferred Stock ATM Program.

As of September 30, 2019, 13.9 million shares of the 6.125% Series C Preferred Stock were issued and outstanding.

We have been and we intend to continue to use the proceeds raised through the Preferred Stock ATM Program to purchase properties and fund expansions of our existing properties in the ordinary course of business and for general corporate purposes.

Our Board of Directors has authorized and we have paid the following dividends on our 6.125% Series C Preferred Stock for the fiscal years ended September 30, 2019, 2018 and 2017 (in thousands except per share amounts): 

Declaration Date	Record Date	Payment Date	Dividend		Dividend per Share
10/1/18	11/15/18	12/17/18	$	4,415	$	0.3828125
1/16/19	2/15/19	3/15/19		4,424		0.3828125
4/2/19	5/15/19	6/17/19		4,681		0.3828125
7/1/19	8/15/19	9/16/19		4,945		0.3828125
			$	18,465	$	1.53125

Declaration Date	Record Date	Payment Date	Dividend		Dividend per Share
10/2/17	11/15/17	12/15/17	$	4,081	$	0.3828125
1/16/18	2/15/18	3/15/18		4,221		0.3828125
4/2/18	5/15/18	6/15/18		4,248		0.3828125
7/2/18	8/15/18	9/17/18		4,327		0.3828125
			$	16,877	$	1.53125

Declaration Date	Record Date	Payment Date	Dividend		Dividend per Share
10/3/16	11/15/16	12/15/16	$	1,792	$	0.3317708
1/17/17	2/15/17	3/15/17		2,067		0.3828125
4/4/17	5/15/17	6/15/17		3,216		0.3828125
7/3/17	8/15/17	9/15/17		3,455		0.3828125
			$	10,530	$	1.4802083

The annual dividend of the 6.125% 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 6.125% Series C Preferred Stock has no maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased. Except in limited circumstances relating to our qualification as a REIT, and as described below, the 6.125% 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 6.125% Series C Preferred Stock will be redeemable in whole, or in part, at our 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 (Series C Articles Supplementary) classifying and designating the 6.125% Series C Preferred Stock, we may, at our option and subject to certain conditions, redeem the 6.125% Series C Preferred Stock, in whole or in part, within 90 days after the Delisting Event, for a cash redemption price per share of 6.125% 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, we may, at our option and subject to certain conditions, redeem the 6.125% 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 6.125% 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 1, 2019, our Board of Directors declared a quarterly dividend for the period September 1, 2019 through November 30, 2019, of $0.3828125 per share to be paid December 16, 2019 to shareholders of record as of the close of business on November 15, 2019.

Repurchase of Stock

On January 16, 2019, our Board of Directors authorized a $40.0 million increase to our previously announced $10.0 million Common Stock Repurchase Program (the “Program”), bringing the total available under the Program to $50.0 million. The timing, manner, price and amount of any repurchase will be determined by us at our discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. To date, we have not repurchased any common stock pursuant to the Program and we may elect not to repurchase any common stock in the future. The Program does not have a termination date and may be suspended or discontinued at our discretion without prior notice. We did not reacquire any of our shares of Common Stock during the fiscal year ended September 30, 2019, nor do we possess any reacquired shares of Common Stock as of September 30, 2019. The maximum dollar value that may be purchased under the Repurchase Program as of September 30, 2019 is $50.0 million.