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SHAREHOLDERS’ EQUITY
6 Months Ended
Mar. 31, 2020
Equity [Abstract]  
SHAREHOLDERS’ EQUITY

NOTE 6 – SHAREHOLDERS’ EQUITY

 

Our authorized stock as of March 31, 2020 consisted of 200.0 million shares of common stock, of which 98.0 million shares were issued and outstanding, 21.9 million authorized shares of 6.125% Series C Preferred Stock, of which 17.2 million shares were issued and outstanding, and 200.0 million authorized shares of Excess Stock, $0.01 par value per share, of which none were issued or outstanding.

 

Common Stock

 

We raised $24.1 million (including dividend reinvestments of $5.6 million) from the issuance of 1.8 million shares of common stock under our DRIP during the six months ended March 31, 2020. Of that amount, we raised $8.6 million (including dividend reinvestments of $1.4 million) from the issuance of 678,000 shares of common stock under our DRIP during the three months ended March 31, 2020. During the six months ended March 31, 2020, we paid $33.1 million in total cash dividends, or $0.34 per share, to common shareholders, of which $5.6 million was reinvested in the DRIP, representing a 17% participation rate. On April 1, 2020, our Board of Directors declared a dividend of $0.17 per share to be paid June 15, 2020 to common shareholders of record as of the close of business on May 15, 2020.

 

On February 6, 2020, we entered into an Equity Distribution Agreement (Common Stock ATM Program) with BMO Capital Markets Corp., B. Riley FBR, Inc., D.A. Davidson & Co., Janney Montgomery Scott LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC (together the “Distribution Agents”) under which we may offer and sell shares of our common stock, $0.01 par value per share, having an aggregate sales price of up to $150.0 million from time to time through the Distribution Agents. Sales of the shares of Common Stock under the Agreement, if any, will be in “at the market offerings.” We implemented the Common Stock ATM program for the flexibility that it provides to opportunistically access the capital markets and to best time our equity capital needs as we close on acquisitions. To date, we have not raised any equity though our Common Stock Equity Program. Based on current prevailing prices, we do not expect to utilize the Common Stock ATM program extensively at this time.

 

On January 16, 2020, our Board of Directors reaffirmed our Common Stock Repurchase Program (the “Program”) that authorizes us to purchase up to $50.0 million of shares of our common stock. 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. The Program does not have a termination date and may be suspended or discontinued at our discretion without prior notice. During March 2020, we repurchased 300,000 shares of our common stock for $3.2 million at an average price of $10.70 per share. Subsequent to the quarter end, we repurchased 100,000 shares of our common stock for $1.1 million at an average price of $10.66 per share. These are the only repurchases made under the Program thus far.

 

6.125% Series C Cumulative Redeemable Preferred Stock

 

During the six months ended March 31, 2020, we paid $12.4 million in Preferred Dividends, or $0.765625 per share, on our outstanding 6.125% Series C Preferred Stock for the period September 1, 2019 through February 29, 2020. As of March 31, 2020, we have accrued Preferred Dividends of $2.2 million covering the period March 1, 2020 to March 31, 2020. Dividends on the 6.125% Series C Preferred Stock are cumulative and payable quarterly at an annual rate of $1.53125 per share. The 6.125% Series C Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed or otherwise repurchased. Except in limited circumstances relating to our qualification as a REIT, or in connection with a change of control, 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, but not including, the date of redemption. On April 1, 2020, our Board of Directors declared a dividend of $0.3828125 per share to be paid June 15, 2020 to the 6.125% Series C Preferred shareholders of record as of the close of business on May 15, 2020.

 

 

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 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 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, with $28.5 million being carried over from the Preferred Stock At-The-Market Sales Agreement Program entered into on June 29, 2017. On December 4, 2019, we replaced the Preferred Stock At-The-Market Sales Agreement Program entered into on August 2, 2018 with another 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 $101.0 million, with $24.0 million being carried over from the Preferred Stock At-The-Market Sales Agreement Program entered into on August 2, 2018. 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 March 31, 2020, we sold 8.8 million shares of our 6.125% Series C Preferred Stock under these programs at a weighted average price of $24.90 per share, and generated net proceeds, after offering expenses, of $214.3 million, of which 3.3 million shares were sold during the six months ended March 31, 2020 at a weighted average price of $25.06 per share, generating net proceeds after offering expenses of $80.3 million. Of that amount, we sold 1.5 million shares during the three months ended March 31, 2020 at a weighted average price of $25.12 per share, generating net proceeds after offering expenses of $37.1 million. As of March 31, 2020, there is $79.1 million remaining that may be sold under the Preferred Stock ATM Program.

 

As of March 31, 2020, 17.2 million shares of the 6.125% Series C Preferred Stock were issued and outstanding.