Stock Transactions

As of March 31, 2020 and December 31, 2019, the Company had 44,396,346 and 43,916,815 shares of common stock outstanding, respectively, including shares issued pursuant to the Company's distribution reinvestment plan (the "DRIP"), share repurchases and unvested restricted shares.

As of March 31, 2020 and December 31, 2019, the Company had 40,514 and 40,500 shares of Series A Preferred Stock outstanding, respectively and 1,400 shares of Series C Preferred Stock outstanding.

The following tables present the activity in the Company's Series A Preferred Stock for the periods ended March 31, 2020 and March 31, 2019, respectively (dollars in thousands, except share amounts):



Series A Preferred Stock	Shares	Amount
Balance, December 31, 2019	40,500	$	202,144
Issuance of Preferred Stock, net of offering cost	14	70
Dividends paid in Preferred Stock	—	2
Offering Costs	—	(5		)
Amortization of offering costs	—	24
Ending Balance, March 31, 2020	40,514	$	202,235

	Shares	Amount
Balance, December 31, 2018	29,249	$	145,786
Issuance of Preferred Stock	2,996	14,979
Amortization of offering costs	—	25
Ending Balance, March 31, 2019	32,245	$	160,790

The following table presents the activity in the Company's Series C Preferred Stock for the period ended March 31, 2020 (dollars in thousands, except share amounts):



Series C Preferred Stock	Shares	Amount
Balance, December 31, 2019	1,400	$	6,966
Issuance of Preferred Stock, net of offering cost	—	—
Dividends paid in Preferred Stock	—	—
Offering Costs	—	(5		)
Amortization of offering costs	—	1
Ending Balance, March 31, 2020	1,400	$	6,962

Distributions

In order to maintain its election to qualify as a REIT, the Company must currently distribute, at a minimum, an amount equal to 90% of its taxable income, without regard to the deduction for distributions paid and excluding net capital gains. The Company must distribute 100% of its taxable income (including net capital gains) to avoid paying corporate U.S. federal income taxes. The Company's distributions are payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The Company's board of directors may reduce the amount of distributions paid or suspend distribution payments at any time, and therefore, distributions payments are not assured.

For the three months ended March 31, 2020 and March 31, 2019, the Company declared daily common stock distributions equivalent to $1.44 per annum per share. For the three months ended March 31, 2020 and March 31, 2019, the Company declared monthly Preferred Stock dividends per share equivalent to the amount of common stock distributions that would be paid on a conversion of Preferred Stock into common stock.

As of March 31, 2020 and December 31, 2019, the Company had declared but unpaid common stock distributions of $5.4 million and $5.4 million, respectively. Additionally, as of March 31, 2020 and December 31, 2019, the Company had declared but unpaid Series A Preferred Stock distributions of $1.5 million and $1.5 million, respectively, and $0.1 million and $0.1 million of Series C Preferred stock, respectively. These amounts are included in Distributions payable on the Company’s consolidated balance sheets.

The Company distributed $15.8 million during the three months ended March 31, 2020, comprised of $12.2 million in cash and $3.6 million in shares of common stock issued under the DRIP. The Company distributed $14.0 million during the three months ended March 31, 2019, comprised of $10.6 million in cash and $3.4 million in shares of common stock issued under the DRIP.

Share Repurchase Program

The Company's board of directors unanimously approved an amended and restated share repurchase program (the “SRP”), which became effective on February 28, 2016. The SRP enables stockholders to sell their shares to the Company. Subject to certain conditions, stockholders that purchased shares of the Company's common stock or received their shares from us (directly or indirectly) through one or more non-cash transactions and have held their shares for a period of at least one year may request that the Company repurchase their shares of common stock so long as the repurchase otherwise complies with the provisions of Maryland law. Repurchase requests made following the death or qualifying disability of a stockholder will not be subject to any minimum holding period.

On August 10, 2017, the Company's board of directors amended the SRP to provide that the repurchase price per share for requests will be equal to the lesser of (i) the Company’s most recent estimated per-share net asset value ("NAV"), as approved by the Company’s board of directors from time to time, and (ii) the Company’s book value per share, computed in accordance with GAAP, multiplied by a percentage equal to (i) 92.5%, if the person seeking repurchase has held his or her shares for a period greater than one year and less than two years; (ii) 95%, if the person seeking repurchase has held his or her shares for a period greater than two years and less than three years; (iii) 97.5%, if the person seeking repurchase has held his or her shares for a period greater than three years and less than four years; or (iv) 100%, if the person seeking repurchase has held his or her shares for a period greater than four years or in the case of requests for death or disability.

The Company’s most recent estimated per-share NAV is $18.57, as determined by the board of directors, as of September 30, 2019. The Company’s GAAP book value per share as of March 31, 2020 is $16.25.

Repurchase requests related to death or a qualifying disability must satisfy certain conditions, each of which are assessed by and at the sole discretion of the Company, including the following conditions. In the case of death, the shareholder must be a natural person (or a revocable grantor trust) and the Company must receive a written notice from the estate of the shareholder, the recipient of the shares through bequest or inheritance, or the trustee in the case of a revocable grantor trust. In the case of a “qualifying disability”, the shareholder must be a natural person (or a revocable grantor trust) and the Company must receive a written notice from the shareholder, or the trustee in the case of a revocable grantor trust, that the condition was not pre-existing on the date the shares were acquired. In order for a disability to be considered a “qualifying disability”, the shareholder must receive and provide evidence (the shareholder application and the notice of final determination) of disability based upon a physical or mental condition or impairment made by a government agency responsible for reviewing and determining disability retirement benefits (e.g. the Social Security Administration).

Repurchases pursuant to the SRP, when requested, generally will be made semiannually (each six-month period ending June 30 or December 31, a “fiscal semester”). Repurchases for any fiscal semester will be limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0% of the weighted average number of shares of common stock outstanding during the previous fiscal year. Funding for repurchases pursuant to the SRP for any given fiscal semester will be limited to proceeds received during that same fiscal semester through the issuance of common stock pursuant to any DRIP in effect from time to time, provided that the Company's board of directors has the power, in its sole discretion, to determine the amount of shares repurchased during any fiscal semester as well as the amount of funds to be used for that purpose. Any repurchase requests received during such fiscal semester will be paid at the price, computed as described above on the last day of such fiscal semester. On March 26, 2020, the Company temporarily suspended the DRIP. Therefore amounts available to fund repurchases for the first semester of 2020 will be limited to DRIP proceeds from January and February 2020, and amounts available to fund repurchases for the second semester of 2020 will depend on the amount of dividends paid and the reactivation of the DRIP. Due to these limitations, the Company cannot guarantee that the Company will be able to accommodate all repurchase requests made during any fiscal semester or fiscal year. However, a stockholder may withdraw its request at any time or ask that the Company honors the request when funds are available. Pending repurchase requests will be honored on a pro rata basis. The Company will generally pay repurchase proceeds, less any applicable tax or other withholding required by law, by the 31st day following the end of the fiscal semester during which the repurchase request was made.

When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP will have the status of authorized but unissued shares.

The following table reflects the number of shares repurchased under the SRP cumulatively through March 31, 2020:



	Number of Requests	Number of Shares Repurchased	Average Price per Share
Cumulative as of December 31, 2019	5,878	3,542,267	$	20.23
January 1 - January 31, 2020⁽¹⁾	1,170	361,829	18.56
February 1 - February 28, 2020	—	—	N/A
March 1 - March 31, 2020	—	—	N/A
Cumulative as of March 31, 2020	7,048	3,904,096	$	20.08

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⁽¹⁾ Reflects shares repurchased in January 2020 pursuant to repurchase requests submitted for the second semester of 2019. Pursuant to the terms of the SRP, the Company is only authorized to repurchase up to the amount of proceeds reinvested through our DRIP during the applicable semester. As a result, redemption requests for 11,496 shares were not fulfilled for the second semester of 2019.