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Stockholders' Equity
9 Months Ended
Sep. 30, 2022
Equity [Abstract]  
Stockholders' Equity
Note 10 - Stockholders' Equity
The following table presents the components of cumulative distributions to stockholders at September 30, 2022 and December 31, 2021.
Cumulative Distributions to StockholdersSeptember 30,
 2022
December 31, 2021
Preferred dividends$141,831 $132,845 
Common stock dividends1,803,520 1,705,110 
Total$1,945,351 $1,837,955 
Preferred Stock
At September 30, 2022 and December 31, 2021, we were authorized to issue up to 50,000 shares of preferred stock, par value $0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by our Board of Directors (“Board”) or a committee thereof. At September 30, 2022, 10,000 shares of the Company’s authorized preferred stock, par value $0.001 per share are designated as shares of 7.00% Series C Cumulative Redeemable Preferred Stock ("Series C Preferred Stock") with the powers, designations, preferences and other rights as set forth therein and a total of 40,000 shares of our authorized preferred stock remain available for designation as future series.
At September 30, 2022 and December 31, 2021, we had 6,847 shares of Series C Preferred Stock issued and outstanding with a par value of $0.001 per share and a liquidation preference of $25.00 per share, or $171,175 in the aggregate. Shares designated as Series C Preferred Stock but unissued totaled 3,153 at September 30, 2022 and December 31, 2021. At September 30, 2022 and December 31, 2021, there were no accrued or unpaid dividends on the Series C Preferred Stock.
On January 29, 2020, the Company entered into an Equity Sales Agreement (the “Preferred C ATM Sales Agreement”) with B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.) and BUCKLER, as sales agents (individually and collectively, the “Agents"), and ACM, pursuant to which the Company may offer and sell, over a period of time and from time to time, through one or more of the Agents, as the Company’s agents, up to 6,550 of Series C Preferred Stock. The Preferred C ATM Sales Agreement relates to a proposed “at-the-market” offering program. Under the Preferred C ATM Sales Agreement, we will pay the agent designated to sell our shares an aggregate commission of up to 2.0% of the gross sales price per share of our common stock sold through the designated agent under the Preferred C ATM Sales Agreement. We did not sell any shares under the Preferred C ATM Sales Agreement during the nine months ended September 30, 2022.
Preferred Stock Repurchase Program
On July 26, 2022, the Board authorized a repurchase program of up to an aggregate of 2,000 shares of the Company’s outstanding Series C Preferred Stock ("Series C Preferred Stock Repurchase Program"). Under the Series C Preferred Stock Repurchase Program, shares may be purchased in the open market, including block trades, through privately negotiated transactions, or pursuant to a trading plan separately adopted in the future. The timing, manner, price and amount of any repurchases will be at our discretion, in consultation with the Pricing Committee of the Board, subject to the requirements of the Securities Exchange Act of 1934, as amended, and related rules. We are not required to repurchase any shares under the Series C Preferred Stock Repurchase Program and it may be modified, suspended or terminated at any time for any reason. We do not intend to purchase shares from our Board or other affiliates. Under Maryland law, such repurchased shares are treated as authorized but unissued. We did not repurchase any shares under the Series C Preferred Stock Repurchase Program during the nine months ended September 30, 2022.
Common Stock
On July 26, 2022, we submitted Articles of Amendment with the State of Maryland to increase the number of authorized shares of common stock, from 200,000 shares to 300,000 shares. At September 30, 2022 and December 31, 2021, we were authorized to issue up to 300,000 and 200,000 shares of common stock, respectively, par value $0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by our Board. We had 132,589 and 94,152 shares of common stock issued and outstanding at September 30, 2022 and December 31, 2021, respectively.
On February 15, 2019, we entered into an Equity Sales Agreement (the “Common stock ATM Sales Agreement”) with BUCKLER, JMP Securities LLC and Ladenburg Thalmann & Co. Inc., as sales agents, relating to the shares of our common stock. On April 3, 2020, the Common stock ATM Sales Agreement was amended to add B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.) as a sales agent. On May 4, 2020 the Common stock ATM Sales Agreement was further amended to increase the number of shares available for sale pursuant to the terms of the Common Stock ATM Sales Agreement. In accordance with the terms of the Common Stock ATM Sales agreement, as amended, we were permitted to offer and sell over a period of time and from time to time, up to 17,000 shares of our common stock, par value $0.001 per share. The Common stock ATM Sales Agreement related to an "at-the-market" offering program. Under the Common stock ATM Sales Agreement, as amended, we paid the agent designated to sell our shares an aggregate commission of up to 2.0% of the gross sales price per share of our common stock sold through the designated agent. Prior to exhausting the Common stock ATM Sales Agreement, as amended, on May 18, 2021, we sold 10,713 shares for proceeds of $129,336, net of issuance costs and commissions of approximately $1,682.
After exhausting the Common stock ATM Sales Agreement, we entered into a new Equity Sales Agreement (the “2021 Common stock ATM Sales Agreement”) on May 14, 2021, with BUCKLER, JMP Securities LLC, Ladenburg Thalmann & Co. Inc. and B. Riley Securities, Inc., as sales agents, relating to the shares of our common stock. In accordance with the terms of the 2021 Common Stock ATM Sales agreement, we may offer and sell over a period of time and from time to time, up to 17,000 shares of our common stock, par value $0.001 per share. On November 12, 2021, the 2021 Common stock ATM Sales Agreement was amended to add JonesTrading Institutional Services LLC, as a sales agent and to offer an additional 25,000 shares available for sale pursuant to the terms of the 2021 Common stock ATM Sales Agreement. On June 9, 2022, the 2021 Common stock ATM Sales Agreement was further amended to offer an additional 28,800 shares available for sale pursuant to the terms of the 2021 Common stock ATM Sales Agreement. The 2021 Common stock ATM Sales Agreement relates to an "at-the-market" offering program. The 2021 Common stock ATM Sales Agreement provides that we will pay the agent designated to sell our shares an aggregate commission of up to 2.0% of the gross sales price per share of our common stock sold through the designated agent, under the 2021 Common stock ATM Sales Agreement. During the nine months ended September 30, 2022, we sold 39,319 shares under this agreement for proceeds of $301,384, net of issuance costs and commissions of approximately $3,216. On October 25, 2022, our Board authorized a 35,000 share increase in the 2021 Common stock ATM Sales Agreement.
See Note 14 - Related Party Transactions for discussion of additional transactions with BUCKLER.
Common Stock Repurchase Program
 At September 30, 2022 and December 31, 2021, there were 7,182 and 8,210 authorized shares remaining under the current repurchase authorization. During the nine months ended September 30, 2022, we repurchased 1,028 common shares under this authorization for a cost of $5,410. Under the Common Stock Repurchase Program, shares may be purchased in the open market, including block trades, through privately negotiated transactions, or pursuant to a trading plan separately adopted in the future. The timing, manner, price and amount of any repurchases will be at our discretion, subject to the requirements of the Securities Exchange Act of 1934, as amended, and related rules. We are not required to repurchase any shares under the Common Stock Repurchase Program and it may be modified, suspended or terminated at any time for any reason. We do not intend to purchase shares from our Board or other affiliates. Under Maryland law, such repurchased shares are treated as authorized but unissued.
Equity Capital Activities
The following tables present our equity transactions for the nine months ended September 30, 2022 and for the year ended December 31, 2021.
Transaction TypeCompletion DateNumber of Shares
Per Share price (1)
Net Proceeds (costs)
September 30, 2022
2021 Common stock ATM Sales AgreementJanuary 11, 2022 - September 13, 202239,319 $7.67 $301,384 
Common stock repurchasedJune 21, 2022 and September 30, 2022(1,028)$5.26 $(5,410)
December 31, 2021
Preferred C ATM Sales AgreementJanuary 19, 2021 - April 9, 20211,500 $24.38 $36,585 
Common stock ATM Sales AgreementMarch 3, 2021 - May 18, 202110,713 $12.07 $129,336 
2021 Common stock ATM Sales AgreementMay 19, 2021 - December 10, 202117,915 $11.13 $199,444 
(1)Weighted average price
Dividends
The following table presents our Series C Preferred Stock dividend transactions for the nine months ended September 30, 2022.
Record DatePayment Date
Rate per
Series C
Preferred Share
Aggregate
amount paid to
holders of record
January 15, 2022January 27, 2022$0.14583 $998.5 
February 15, 2022February 28, 2022$0.14583 998.5 
March 15, 2022March 28, 2022$0.14583 998.5 
April 15, 2022April 27, 2022$0.14583 998.5 
May 15, 2022May 27, 2022$0.14583 998.5 
June 15, 2022June 27, 2022$0.14583 998.5 
July 15, 2022July 27, 2022$0.14583 998.5 
August 15, 2022August 29, 2022$0.14583 998.5 
September 15, 2022September 27, 2022$0.14583 998.5 
Total dividends paid$8,986.5 
The following table presents our common stock dividend transactions for the nine months ended September 30, 2022.
Record DatePayment DateRate per common shareAggregate
amount paid to
holders of record
January 18, 2022January 28, 2022$0.10 $9,654 
February 15, 2022February 28, 2022$0.10 9,690 
March 15, 2022March 28, 2022$0.10 9,764 
April 18, 2022April 29, 2022$0.10 10,359 
May 16, 2022May 27, 2022$0.10 10,639 
June 15, 2022June 29, 2022$0.10 11,159 
July 15, 2022July 29, 2022$0.10 11,426 
August 15, 2022August 29, 2022$0.10 12,313 
September 15, 2022September 29, 2022$0.10 13,406 
Total dividends paid$98,410