XML 35 R24.htm IDEA: XBRL DOCUMENT v3.22.4
Equity
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Equity

Preferred Stock—The Company had the following series of Cumulative Redeemable Preferred Stock outstanding as of December 31, 2022 and 2021:

    

    

    

Cumulative Preferential Cash 

    

Dividends(1)(2)

Shares Issued 

and

Annual 

Carrying

 Outstanding 

Par 

Liquidation 

Rate per 

Dividend 

Value

Series

    

(in thousands)

    

Value

    

Preference(3)  

    

Annum

    

per share

    

(in thousands)

D

 

4,000

$

0.001

$

25.00

 

8.00

%  

$

2.00

$

89,041

G

 

3,200

 

0.001

 

25.00

 

7.65

%  

 

1.91

 

72,664

I

 

5,000

 

0.001

 

25.00

 

7.50

%  

 

1.88

 

120,785

Total

 

12,200

 

  

 

  

$

282,490

(1)Holders of shares of the Series D, G and I preferred stock are entitled to receive dividends, when and as declared by the Company’s Board of Directors, out of funds legally available for the payment of dividends. Dividends are cumulative from the date of original issue and are payable quarterly in arrears on or before the 15th day of each March, June, September and December or, if not a business day, the next succeeding business day. Any dividend payable on the preferred stock for any partial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as of the close of business on the first day of the calendar month in which the applicable dividend payment date falls or on another date designated by the Company’s Board of Directors for the payment of dividends that is not more than 30 nor less than 10 days prior to the dividend payment date.
(2)The Company declared and paid dividends of $8.0 million, $6.1 million and $9.4 million on its Series D, G and I Cumulative Redeemable Preferred Stock during both the years ended December 31, 2022 and 2021, respectively. The character of the 2022 dividends was 100% capital gain distribution. The character of the 2021 dividends was 100% capital gain distribution, of which 18.31% represented unrecaptured section 1250. There are no dividend arrearages on any of the preferred shares currently outstanding.
(3)The Company may, at its option, redeem the Series G and I Preferred Stock, in whole or in part, at any time and from time to time, for cash at a redemption price equal to 100% of the liquidation preference of $25.00 per share, plus accrued and unpaid dividends, if any, to the redemption date.

Dividends—To maintain its qualification as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate corporate federal income taxes payable by the REIT. The Company has recorded NOLs in the past and may record NOLs in the future, which may reduce its taxable income in future periods and lower or eliminate entirely the Company’s obligation to pay dividends for such periods in order to maintain its REIT qualification. As of December 31, 2021, the Company had $614.6 million of NOL carryforwards at the corporate REIT level that can generally be used to offset both ordinary taxable income and capital gain net income in future years. In its year ended December 31, 2022, the Company expects to report REIT taxable income before the deduction for dividends paid and will fully utilize its NOL carryforward. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and certain asset impairments), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows. The Company declared common stock dividends of $31.8 million, or $0.375 per share, for the year ended December 31, 2022 and $35.1 million, or $0.485 per share, for the year ended December 31, 2021. The Company designated all of its 2022 dividends as a capital gain distribution. The character of the 2021 dividends was 100% capital gain distribution, of which 18.31% represented unrecaptured section 1250 gain. In addition, in December 2022 the Company paid a dividend of 6.63 million shares of SAFE common stock, or $2.19 per share of the Company’s common stock, to its shareholders.

Stock Repurchase Program—The Company may repurchase shares in negotiated transactions or open market transactions, including through one or more trading plans. The Company did not repurchase any shares of its common stock during the year ended December 31, 2022. During the year ended December 31, 2021, the Company repurchased 5.5 million shares of its outstanding common stock for $122.4 million, for an average cost of $22.38 per share. During the year ended December 31, 2020, the Company repurchased 4.2 million shares of its outstanding common stock for $48.4 million, for an average cost of $11.48 per share. The Company is generally authorized to repurchase up to $50.0 million in shares of its common stock. As of December 31, 2022, the Company had remaining authorization to repurchase up to $50.0 million of common stock under its stock repurchase program.  

Accumulated Other Comprehensive Income (Loss)—"Accumulated other comprehensive income (loss)” reflected in the Company’s shareholders’ equity is comprised of the following ($ in thousands):

As of

    

December 31, 2022

    

December 31, 2021

Unrealized gains on available-for-sale securities

$

    

$

4,237

Unrealized gains (losses) on cash flow hedges

 

2,230

 

(25,824)

Accumulated other comprehensive income (loss)

$

2,230

$

(21,587)