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Equity
6 Months Ended
Jun. 30, 2019
Equity [Abstract]  
Equity

NOTE 11 - EQUITY

Preferred Stock

The Company’s charter authorizes the Company to issue 10 million shares of its $0.01 par value preferred stock. At June 30, 2019, no shares of preferred stock were issued or outstanding.

Convertible Stock

The Company’s charter authorizes the Company to issue 50,000 shares of its $0.01 par value convertible stock. On August 5, 2016, the Company's board of directors approved the issuance of 50,000 convertible shares in exchange of 5,000 shares of Class A common stock. At June 30, 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 Class A 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 6% 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 or the Company consummates a merger pursuant to which consideration received by the stockholders is securities of another issuer that are listed on a national securities exchange.

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)

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 6% 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 June 30, 2019.

Common Stock

The Company’s charter authorizes the issuance of one billion shares of common stock with a par value of $0.01 per share, of which, the Company has allocated 750 million shares as Class R common stock, 75 million shares as Class I common stock, 25 million shares as Class A common stock and 25 million shares as Class T common stock. 125 million shares of the Company's $0.01 par value common stock remain undesignated. As of July 3, 2017, the Company ceased offering shares of Class A and Class T common stock and commenced the offering of Class R and Class I common stock in its primary offering.

Since inception through June 30, 2019, shares of the Company's $0.01 par value Class A, Class T, Class R, and Class I common stock have been issued as follows:

 

 

 

Class A

 

 

Class T

 

 

Class R

 

 

Class I

 

 

 

Shares

Issued

 

 

Gross

Proceeds

 

 

Shares

Issued

 

 

Gross

Proceeds

 

 

Shares

Issued

 

 

Gross

Proceeds

 

 

Shares

Issued

 

 

Gross

Proceeds

 

Shared issued through primary offering (1)

 

 

586,207

 

 

$

5,601,476

 

 

 

1,049,996

 

 

$

9,943,465

 

 

 

9,051,083

 

 

$

86,943,065

 

 

 

612,560

 

 

$

5,649,613

 

Shares issued through stock dividends

 

 

12,860

 

 

 

—

 

 

 

15,495

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Shares issued through distribution reinvestment plan

 

 

26,085

 

 

 

244,121

 

 

 

64,618

 

 

 

586,806

 

 

 

244,080

 

 

 

2,219,124

 

 

 

1,702

 

 

 

15,418

 

Shares issued in conjunction with the Advisor's initial investment, net of 5,000 share conversion

 

 

15,000

 

 

 

200,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

 

640,152

 

 

$

6,045,597

 

 

 

1,130,109

 

 

$

10,530,271

 

 

 

9,295,163

 

 

$

89,162,189

 

 

 

614,262

 

 

$

5,665,031

 

Shares redeemed and retired

 

 

(16,914

)

 

 

 

 

 

 

(30,695

)

 

 

 

 

 

 

(945

)

 

 

 

 

 

 

—

 

 

 

 

 

Total shares issued and outstanding at June 30, 2019

 

 

623,238

 

 

 

 

 

 

 

1,099,414

 

 

 

 

 

 

 

9,294,218

 

 

 

 

 

 

 

614,262

 

 

 

 

 

 

(1)Includes 222,222 of Class A shares issued to RAI.

Redemptions

During the six months ended June 30, 2019, the Company redeemed shares of its outstanding Class A and Class T common stock. During the six months ended June 30, 2019, there were no redemptions of Class R or Class I common stock. Redemptions for the six months ended June 30, 2019 were as follows:

 

 

 

Class A

 

 

Class T

 

Period

 

Total Number of

Shares Redeemed

 

 

Average Price

Paid per Share

 

 

Total Number of

Shares Redeemed

 

 

Average Price

Paid per Share

 

January 2019

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

February 2019

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

March 2019

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

April 2019

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

May 2019

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

June 2019

 

 

16,914

 

 

$

8.66

 

 

 

28,087

 

 

$

8.61

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,914

 

 

 

 

 

 

 

28,087

 

 

 

 

 

The Company will not redeem in excess of 5% of the weighted-average number of shares of common stock outstanding during the 12-month period immediately prior to the effective date of redemption. The Company's board of directors will determine at least quarterly whether it has sufficient excess cash to repurchase shares. Generally, the cash available for redemptions will be limited to proceeds from the Company's distribution reinvestment plan plus, if the Company has positive operating cash flow from the previous fiscal year, 1% of all operating cash flow from the previous year.

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.

Distributions

Cash Distributions

During the three months ended June 30, 2019, the Company’s board of directors declared a cash distribution on the outstanding shares of all classes of its common stock based on daily record dates for the period from June 28, 2019 through September 27, 2019, which were or will be paid on July 31, 2019, August 30, 2019, and September 30, 2019.

The distribution was or will be calculated based on the stockholders of record each day during the period at a rate of (i) $0.001469178 per share per day, less (ii) the applicable daily distribution and shareholder servicing fees accrued for and allocable to any class of common stock divided by the number of shares of common stock of such class outstanding as of the close of business on the record date..

Distributions are generally paid to stockholders on the last business day of the month for which the distribution has accrued. Distributions reinvested pursuant to the distribution reinvestment plan are reinvested in shares of the same class as the shares on which distributions are made.

The following table presents information regarding the Company's distributions declared and paid to stockholders during the three and six months ended June 30, 2019:

 

 

 

Three Months Ended June 30, 2019

 

 

Six Months Ended June 30, 2019

 

 

 

Class A

 

 

Class T

 

 

Class R

 

 

Class I

 

 

Total

 

 

Class A

 

 

Class T

 

 

Class R

 

 

Class I

 

 

Total

 

Distributions declared

 

$

84,122

 

 

$

121,467

 

 

$

1,047,968

 

 

$

99,443

 

 

$

1,353,000

 

 

$

169,363

 

 

$

243,997

 

 

$

2,034,919

 

 

$

161,764

 

 

$

2,610,043

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions reinvested in shares of common stock paid

 

$

26,066

 

 

$

74,229

 

 

$

558,826

 

 

$

7,235

 

 

$

666,356

 

 

$

51,470

 

 

$

146,516

 

 

$

1,035,611

 

 

$

9,631

 

 

$

1,243,229

 

Cash distributions paid

 

 

59,019

 

 

 

48,096

 

 

 

418,723

 

 

 

70,168

 

 

 

596,007

 

 

 

115,178

 

 

 

92,942

 

 

 

764,725

 

 

 

115,985

 

 

 

1,088,830

 

Total distributions paid

 

$

85,085

 

 

$

122,325

 

 

$

977,549

 

 

$

77,403

 

 

$

1,262,363

 

 

$

166,648

 

 

$

239,459

 

 

$

1,800,336

 

 

$

125,616

 

 

$

2,332,059

 

 

At June 30, 2019, the Company had accrued approximately $1.3 million for the cash distributions paid or to be paid, in cash or DRIP shares, on July 31, 2019, August 30, 2019, and September 30, 2019, which is reported in distributions payable in the consolidated balance sheet.