Shareholders' Equity |
12 Months Ended |
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Dec. 31, 2018 | |
| Equity [Abstract] | |
| Shareholders' Equity |
Shareholders’ Equity
Repurchase Program
In March 2007, October 2011, November 2014 and November 2016, the Company’s board of directors authorized in the aggregate the repurchase of up to 27,500,000 shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions, depending on market conditions.
Since inception through December 31, 2018, 25,184,105 shares of common stock have been repurchased for $66,116 under the program, including 5,833,890 shares repurchased for $16,705 in 2018 and 1,850,215 shares repurchased for $4,721 in 2017. As of December 31, 2018, 2,315,895 shares remained available for purchase under the program.
Warrants
As of December 31, 2018, there were no outstanding warrants to acquire the Company’s common stock.
In 2017, 2,000,000 warrants were exercised to purchase 2,000,000 shares of the Company's common stock. The intrinsic value on the date of exercise was $1,830. In 2016, 13,236,333 warrants were exercised to purchase 12,389,544 shares of the Company's common stock, net of 846,789 shares tendered in payment of the exercise price. The intrinsic value on the date of exercise was $9,320.
Capital Stock
On May 21, 2013, the Company filed Articles of Amendment with the Department of State of the State of Florida to designate 5,290,000 shares of the Company's authorized preferred stock, par value $0.0001 per share, as shares of Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) with the powers, designations, preferences and other rights as set forth therein (the “Articles of Amendment”). In addition, on June 24, 2013, the Company filed a further amendment to designate an additional 3,000,000 preferred shares as Series A Preferred Stock. In 2014, the Company filed articles of amendment to the Company's Articles of Incorporation to designate an additional 6,000,000 shares as Series A Preferred Stock and to increase the authorized number of shares of common stock from 600,000,000 to 800,000,000. In May 2015, the Company filed an amendment to the Company's Articles of Incorporation to designate an additional 3,000,000 shares as Series A cumulative redeemable preferred stock ("Series A Preferred Stock"). On May 18, 2016, the Company's shareholders approved an amendment to the Company's Articles of Incorporation to increase the number of shares of preferred stock authorized from 25,000,000 to 50,000,000 and to increase the number of shares of common stock authorized from 800,000,000 to 1,000,000,000.
The Articles of Amendment provide that the Company will pay monthly cumulative dividends on the Series A Preferred Stock, in arrears, on the 28th day of each month (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day without adjustment in the amount of the dividend) from, and including, the date of original issuance of the Series A Preferred Stock at 8.00% of the $25.00 per share liquidation preference per annum (equivalent to $2.00 per annum per share). The Articles of Amendment further provide that dividends will be payable to holders of record as they appear in the stock records of the Company for the Series A Preferred Stock at the close of business on the applicable record date, which shall be the 15th day of each month, whether or not a business day, in which the applicable dividend payment date falls.
The Series A Preferred Stock will not be redeemable before May 24, 2018, except upon the occurrence of a Change of Control (as defined in the Articles of Amendment). On or after May 24, 2018, the Company may, at its option, redeem any or all of the shares of the Series A Preferred Stock at $25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date. Also, upon the occurrence of a Change of Control, the Company may, at its option, redeem any or all of the shares of Series A Preferred Stock within 120 days after the first date on which such Change of Control occurred at $25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date.
The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company's common stock in connection with a Change of Control by the holders of Series A Preferred Stock.
Upon the occurrence of a Change of Control, each holder of Series A Preferred Stock will have the right (subject to the Company's election to redeem the Series A Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined in the Articles of Amendment)) to convert some or all of the Series A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Company's common stock per share of Series A Preferred Stock determined by formula, in each case, on the terms and subject to the conditions described in the Articles of Amendment, including provisions for the receipt, under specified circumstances, of alternative consideration as described in the Articles of Amendment.
Except under limited circumstances, holders of the Series A Preferred Stock generally do not have any voting rights.
On June 24, 2013, June 13, 2014, November 21, 2014, May 22, 2015 and May 22, 2017, the Company entered into Equity Distribution Agreements under which it could sell up to an aggregate of 15,000,000 shares of its Series A Preferred Stock from time to time in “at the market” offerings under Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). During the years ended December 31, 2017 and 2016, the Company sold 1,167,159 and 1,161,895 shares of Series A Preferred Stock, respectively, pursuant to the “at the market” offerings, which provided total gross proceeds to the Company of $29,052 and $28,303, respectively, before deducting commissions paid to unaffiliated sales agents and offering expenses aggregating $958 and $723 , respectively.
For the years ended December 31, 2018, 2017 and 2016, the Company paid dividends of $34,031, $32,482 and $30,438, respectively, on its outstanding Series A Preferred Stock based on a monthly dividend of approximately $0.1667 per share.
In September 2017, the Company began a quarterly cash dividend on its common stock. During the last two quarters of 2018, the Company paid a quarterly dividend of $0.0125 per share on its outstanding common stock, as compared to $0.01 per share in each of the first two quarters in 2018. For the years ended December 31, 2018 and 2017, the Company paid aggregate dividends of $8,794 and $3,880. Also, the Company's board of directors has declared a common stock dividend of $0.0125 per share payable in March 2019.
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