XML 30 R18.htm IDEA: XBRL DOCUMENT v3.20.2
Equity
9 Months Ended
Sep. 30, 2020
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 September 30, 2020, no shares of preferred stock were issued or outstanding.

Convertible Stock

As of September 30, 2020, the Company had 50,000 shares of $0.01 par value convertible stock outstanding, which are owned by the Advisor and affiliated persons. 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.

No Triggering Events have occurred as of September 30, 2020 or were probable to occur.

Common Stock

As of September 30, 2020, the Company had an aggregate of 60,206,977 shares of $0.01 par value common stock outstanding (dollars in thousands):

 

 

 

Shares Issued

 

 

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

 

 

10,197,719

 

 

 

88,479

 

Advisor's initial investment, net of 5,000 share conversion 1

 

 

15,000

 

 

 

150

 

Total

 

 

66,250,381

 

 

$

644,826

 

Shares redeemed and retired

 

 

(6,043,404

)

 

 

 

 

Total shares outstanding

 

 

60,206,977

 

 

 

 

 

1= As part of the self-management transaction on September 8, 2020, these shares were transferred by the Advisor.

Redemptions

During the nine months ended September 30, 2020, the Company redeemed shares as follows (in thousands, except per share data):

Month

 

Total Number of Shares Redeemed

 

 

Average Price Paid per Share

 

 

Cumulative Number of Shares Purchased as Part of a Publicly Announced Plan or Program

 

January 2020

 

 

 

 

$

 

 

 

 

February 2020

 

 

 

 

$

 

 

 

 

March 2020

 

 

140

 

 

$

8.77

 

 

 

140

 

April 2020

 

 

 

 

$

 

 

 

 

May 2020

 

 

 

 

$

 

 

 

 

June 2020

 

 

120

 

 

$

9.08

 

 

 

260

 

July 2020

 

 

 

 

$

 

 

 

 

August 2020

 

 

 

 

$

 

 

 

 

September 2020

 

 

 

 

$

 

 

 

 

 

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. 

Effective March 20, 2020, the share redemption program was suspended except for redemptions sought upon a stockholder’s death, qualifying disability or confinement to a long-term care facility (collectively, “special redemptions”). On September 8, 2020, the share redemption program was fully suspended in connection with signing the merger agreements with respect to the REIT I Merger and the REIT III Merger and subsequently resumed with respect to special redemptions on October 22, 2020.  While the partial suspension of the share redemption program is in effect, the Company will only accept requests for redemption in connection with a special redemption and all other pending or new requests 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.  

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 special redemptions.

Distributions

For the nine months ended September 30, 2020, the Company paid aggregate distributions of $6.0 million, including $2.9 million of distributions paid in cash and $3.1 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 per day

 

 

Record Dates

 

Distribution Date

 

Distributions reinvested in shares of Common Stock

 

 

Net Cash Distributions

 

 

Total Aggregate Distributions

 

December 11, 2019

 

$

0.001095890

 

 

December 31, 2019 through January 30, 2020

 

January 31, 2020

 

$

1,074

 

 

$

968

 

 

$

2,042

 

December 11, 2019

 

$

0.001095890

 

 

January 31, 2020 through February 27, 2020

 

February 28, 2020

 

$

965

 

 

$

883

 

 

$

1,848

 

December 11, 2019

 

$

0.001095890

 

 

February 28, 2020 through March 30, 2020

 

March 31, 2020

 

$

1,092

 

 

$

1,022

 

 

$

2,114

 

 

 

 

 

 

 

 

 

 

 

$

3,131

 

 

$

2,873

 

 

$

6,004

 

 

The Company announced on March 30, 2020 that it was suspending distributions as of April 1, 2020 in order to preserve cash and offset any impact to the Company’s liquidity that may occur as a result of the impact of the COVID-19 pandemic on its operations.

The following is a reconciliation of total aggregate distributions paid to total distributions declared for the nine months ended September 30, 2020 (in thousands):

 

Total aggregate distributions paid

 

$

6,004

 

Less: distributions payable at December 31, 2019

 

 

(5,993

)

Add: distributions payable at September 30, 2020

 

 

-

 

True-up of prior year cash distributions declared

 

$

11

 

 

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