Capital

3 Months Ended

Dec. 31, 2022

Equity [Abstract]

Capital

Capital

The Company has authorized 500,000,000 common shares, $0.01 par value per share, and 100,000,000 preferred shares, $0.01 par value per share. The Board of Trustees may authorize the issuance of additional shares of either class. As of December 31, 2022 and 2021, there were 13,377,840 and 13,109,926 common shares outstanding, respectively. No preferred shares have been issued.

On June 17, 2021, the Company completed a public follow-on offering of 3,250,000 common shares, of which 2,675,000 common shares were sold by the Blackstone Funds and 575,000 common shares were sold by the Company. The offering generated net proceeds to the Company of $7.1 million, after underwriters' discounts and commissions and offering costs. The Company did not receive any proceeds from the common shares sold by the Blackstone Funds.

Detailed below is a roll forward of the Company's common shares outstanding for the years ended December 31, 2022 and 2021:

	Year Ended
	December 31, 2022	December 31, 2021
Common Shares Outstanding (12/31/2021 and 12/31/2020, respectively)	13,109,926	12,343,542
Share Activity:
Common shares issued	268,780	738,269
Restricted common shares issued	39,155	28,115
Common shares repurchased	(40,021)	—
Common Shares Outstanding (12/31/2022 and 12/31/2021, respectively)	13,377,840	13,109,926
Unvested restricted shares outstanding (12/31/2022 and 12/31/2021, respectively)	44,804	32,567

The below table provides details on the Company's restricted shares granted pursuant to share award agreements which are unvested at December 31, 2022:

Grant Recipient	Number of Restricted Shares Granted	Grant Date	Vesting Date(1)
Independent trustees:
	27,044	September 13, 2022	September 12, 2023
Partially dedicated employees:
	5,649	December 16, 2021	December 16, 2023
	6,056	December 15, 2022	December 15, 2023
	6,055	December 15, 2022	December 15, 2024

(1)Date at which such restricted shares will vest and become non-forfeitable.

As of December 31, 2022 and 2021, there were 237,740 and 268,831 shares available for future issuance under the Company's 2013 Equity Incentive Plan, respectively.

On June 13, 2018, the Company's Board of Trustees approved the adoption of a share repurchase program under which the Company is authorized to repurchase up to 1.2 million common shares. The program, which is open-ended in duration, allows the Company to make repurchases from time to time on the open market or in negotiated transactions, including through Rule 10b5-1 plans. Repurchases are at the Company's discretion, subject to applicable law, share availability, price and its financial performance, among other considerations. During the year ended December 31, 2022, the Company repurchased 40,021 of its common shares at an aggregate cost of $0.3 million, and an average price per share of $6.56. From inception of the current share repurchase program adopted on June 13, 2018 through December 31, 2022, the Company repurchased 474,192 of its common shares at an aggregate cost of $4.4 million, and an average price per share of $9.21.

On April 2, 2021, the Company commenced an "at-the-market" offering program, or "ATM program," by entering into equity distribution agreements with third party sales agents under which it was authorized to offer and sell up to $75.0 million of common shares from time to time. During the year ended December 31, 2022, the Company issued 268,780 common shares under the ATM program which provided $2.0 million of net proceeds after $0.1 million of agent commissions and offering costs. From commencement of the ATM program through December 31, 2022, the Company issued 432,049 common shares under the ATM program.

Distribution Policy

The timing and frequency of distributions will be determined by the Board of Trustees based upon a variety of factors deemed relevant by the Company's trustees, including restrictions under applicable law, capital requirements of the Company, and the REIT requirements of the Code. Distributions to shareholders generally will be taxable as ordinary income, although a portion of such distributions may be designated as long-term capital gain or qualified dividend income, or may constitute a return of capital. The Company will furnish annually to each shareholder a statement setting forth distributions paid or deemed paid during the preceding year and their U.S. federal income tax treatment. It is the intention of the Company to distribute at least 100% of its REIT taxable income, after application of available tax attributes, within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent taxable year.