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Equity
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Equity

NOTE 11 – EQUITY

Preferred Stock

The Company’s charter authorizes the Company to issue 10,000,000 shares of its $0.01 par value preferred stock. As of both December 31, 2019 and 2018, no shares of preferred stock were issued or outstanding.

Convertible Stock

As of December 31, 2019, the Company had 50,000 shares of $0.01 par value convertible stock outstanding, which are owned by the Advisor. The convertible stock will convert into shares of the Company’s common stock upon the occurrence of (a) the Company having paid distributions to common stockholders that in the aggregate equal 100% of the price at which the Company originally sold the shares plus an amount sufficient to produce a 7% cumulative, non-compounded annual return on the shares at that price; or (b) if the Company lists its common stock on a national securities exchange and, on or after the 31st trading day following the listing, the Company’s value based on the average trading price of its common stock since the listing, plus prior distributions, combine to meet the same 7% return threshold.

Each of these two events is a “Triggering Event.”  Upon a Triggering Event, the Company's convertible stock will, unless its advisory agreement has been terminated or not renewed on account of a material breach by its Advisor, generally be converted into a number of shares of common stock equal to 1/50,000 of the quotient of:

 

(A)

the lesser of

 

(i)

15% of the amount, if any, by which

 

(1)

the value of the Company as of the date of the event triggering the conversion plus the total distributions paid to its stockholders through such date on the then-outstanding shares of its common stock exceeds

 

(2)

the sum of the aggregate issue price of those outstanding shares plus a 7% cumulative, non-compounded, annual return on the issue price of those outstanding shares as of the date of the event triggering the conversion, divided by

 

(B)

the value of the Company divided by the number of outstanding shares of common stock, in each case, as of the date of the event triggering the conversion.

As of December 31, 2019, no Triggering Events had occurred or were probable to occur.

Common Stock

As of December 31, 2019, the Company had an aggregate of 60,094,623 shares of $0.01 par value common stock outstanding, including the Advisor's additional purchase of 117,778 shares of common stock for $1.1 million, as follows (dollars in thousands):

 

 

 

Shares

 

 

Gross Proceeds

 

Shares issued through initial public offering

 

 

55,791,297

 

 

$

556,197

 

Shares issued through stock distributions

 

 

246,365

 

 

 

—

 

Shares issued through distribution reinvestment plan

 

 

9,826,431

 

 

 

85,348

 

Advisor's initial investment, net of 5,000 share conversion

 

 

15,000

 

 

 

150

 

Total

 

 

65,879,093

 

 

$

641,695

 

Shares redeemed and retired

 

 

(5,784,470

)

 

 

 

 

Total shares outstanding

 

 

60,094,623

 

 

 

 

 

 

Redemptions

During the year ended December 31, 2019, the Company redeemed shares of common stock as follows (in thousands, except per share data):

 

Period

 

Total Number

of Shares

Redeemed (1)

 

 

Average Price

Paid per Share

 

 

Cumulative Number

of Shares Purchased

as Part of a Publicly

Announced Plan or

Program (2)

 

 

Approximate Dollar

Value of Shares

Available That May

Yet Be Redeemed

Under the Program

January 2019

 

 

—

 

 

$

—

 

 

 

—

 

 

(2)

February 2019

 

 

—

 

 

$

—

 

 

 

—

 

 

(2)

March 2019

 

664

 

 

$

8.97

 

 

664

 

 

(2)

April 2019

 

 

—

 

 

$

—

 

 

 

—

 

 

(2)

May 2019

 

 

—

 

 

$

—

 

 

 

—

 

 

(2)

June 2019

 

 

1,671

 

 

$

8.34

 

 

 

2,335

 

 

(2)

July 2019

 

 

—

 

 

$

—

 

 

 

—

 

 

(2)

August 2019

 

 

—

 

 

$

—

 

 

 

—

 

 

(2)

September 2019

 

467

 

 

$

8.36

 

 

 

2,802

 

 

(2)

October 2019

 

 

—

 

 

$

—

 

 

 

—

 

 

(2)

November 2019

 

 

—

 

 

$

—

 

 

 

—

 

 

(2)

December 2019

 

 

236

 

 

$

8.33

 

 

 

3,038

 

 

(2)

 

(1)

All purchases of equity securities by the Company in the year ended December 31, 2019 were made pursuant to the Company's share redemption program.

(2)

The Company currently limits the dollar value and number of shares that may be repurchased under the program, as discussed below.

The Company will not redeem in excess of 5% of the weighted-average number of shares outstanding during the 12 month period immediately prior to the effective date of redemption.  Generally, the cash available for redemption will be limited to proceeds from the distribution reinvestment plan plus, if the Company had positive operating cash flow from the previous fiscal year, 1% of all operating cash flow from the previous fiscal year.  These limitations apply to all redemptions, including redemptions sought upon a stockholder’s death, qualifying disability or confinement to a long-term care facility.

During the year ended December 31, 2019, not all redemption requests were honored. As a result of the 5% limit of shares that may be repurchased under the program, during the year ended December 31, 2019, 48.1% of redemption requests were honored. As a result, the Company had $27.3 million of outstanding and unfilled redemption requests, representing 3,276,329 shares.

The Company's board of directors, in its sole discretion, may suspend, terminate or amend the Company's share redemption program without stockholder approval upon 30 days' notice if it determines that such suspension, termination or amendment is in the Company's best interest. The Company's board may also reduce the number of shares purchased under the share redemption program if it determines the funds otherwise available to fund the Company's share redemption program are needed for other purposes. These limitations apply to all redemptions, including redemptions sought upon a stockholder's death, qualifying disability or confinement to a long-term care facility.

On February 14, 2020, the Company’s board of directors suspended the share redemption program, with exceptions for redemptions sought upon a stockholder’s death, qualifying disability or confinement to a long-term care facility. The suspension took effect on March 20, 2020. While the share redemption program is partially suspended, pending and new redemption requests for redemptions submitted other than in connection with a stockholder’s death or qualifying disability will not be honored or retained, but will be cancelled with the ability to resubmit when, if ever, the share redemption program is fully resumed.

Distributions

For the year ended December 31, 2019, the Company paid aggregate distributions of $27.2 million including $12.5 million of distributions paid in cash and $14.7 million of distributions reinvested in shares of common stock through the Company's distribution reinvestment plan, as follows (in thousands):

 

Authorization

Date

 

Per

Common

Share

 

 

Record Dates

 

Distribution Date

 

Distributions

reinvested in

shares of

Common Stock

 

 

Net Cash

Distributions

 

 

Total

Aggregate

Distributions

 

December 14, 2018

 

$

0.00164384

 

 

December 29, 2018

through January 30,

2019

 

January 31, 2019

 

$

1,717

 

 

$

1,412

 

 

$

3,129

 

December 14, 2018

 

 

0.00164384

 

 

January 31, 2019

through February 27,

2019

 

February 28, 2019

 

 

1,553

 

 

 

1,281

 

 

 

2,834

 

December 14, 2018

 

 

0.00164384

 

 

February 28, 2019

through March 28,

2019

 

March 29, 2019

 

 

1,594

 

 

 

1,342

 

 

 

2,936

 

March 20, 2019

 

 

0.00109589

 

 

March 29, 2019

through April 29,

2019

 

April 30, 2019

 

 

1,164

 

 

 

985

 

 

 

2,149

 

March 20, 2019

 

 

0.00109589

 

 

April 30, 2019

through May 30,

2019

 

May 31, 2019

 

 

1,131

 

 

 

956

 

 

 

2,087

 

March 20, 2019

 

 

0.00109589

 

 

May 31, 2019

through June 27,

2019

 

June 28, 2019

 

 

1,012

 

 

 

858

 

 

 

1,870

 

June 11, 2019

 

 

0.00109589

 

 

June 28, 2019

through July 30,

2019

 

July 31, 2019

 

 

1,174

 

 

 

996

 

 

 

2,170

 

June 11, 2019

 

 

0.00109589

 

 

July 31 2019

through August 29,

2019

 

August 30, 2019

 

 

1,068

 

 

 

909

 

 

 

1,977

 

June 11, 2019

 

 

0.00109589

 

 

August 30, 2019

through September 27,

2019

 

September 30, 2019

 

 

1,026

 

 

 

881

 

 

 

1,907

 

September 10, 2019

 

 

0.00109589

 

 

September 28, 2019 through October 30, 2019

 

October 31, 2019

 

 

1,159

 

 

 

1,008

 

 

 

2,167

 

September 10, 2019

 

 

0.00109589

 

 

October 31, 2019 through November 26, 2019

 

November 27, 2019

 

 

944

 

 

 

834

 

 

 

1,778

 

September 10, 2019

 

 

0.00109589

 

 

November 27, 2019 through December 30, 2019

 

December 31, 2019

 

 

1,182

 

 

 

1,057

 

 

 

2,239

 

 

 

 

 

 

 

 

 

 

 

$

14,724

 

 

$

12,519

 

 

$

27,243

 

 

On December 11, 2019, the Company's Board of Directors approved distributions in an amount of $0.001095890 per share of common stock for stockholders of record each day in the period from December 31, 2019 through and including March 30, 2020, payable on January 31, 2020, February 28, 2020 and March 31, 2020.

The following is a reconciliation of total aggregate distributions paid to total distributions declared for the year ended December 31, 2019 (in thousands):

 

Total aggregate distributions paid

 

$

27,243

 

Less: distribution payable at December 31, 2018

 

 

(8,878

)

Add: distribution payable at December 31, 2019

 

 

5,993

 

Total distributions declared

 

$

24,358

 

 

Distributions are payable in cash or reinvested in shares of common stock at the discretion of the shareholder.