Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders' Equity

Note 6 – Stockholders’ Equity

Preferred Stock Offering

On September 22, 2021, the Company issued and sold 3,500,000 shares of the Series A Preferred Stock at a public offering price of $25.00 per share. In addition, on October 15, 2021, Raymond James & Associates, Inc., as representative of the underwriters, partially exercised their over-allotment option and purchased an additional 100,000 shares of Series A Preferred Stock. The Series A Preferred Stock were issued and sold pursuant to a registration statement on Form S-11 (File No. 333-258802) filed with the SEC. The Company received net proceeds of $86,310, after underwriter’s discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for an equivalent number of Series A units in the Operating Partnership.

Dividends on the Series A Preferred Stock are cumulative and payable quarterly in arrears at a rate per annum equal to 6.75% per annum of the $25.00 liquidation preference (the “Initial Rate”). Subject to certain exceptions, upon a Change of Control that occurs on or prior to September 22, 2022 or upon a Downgrade Event (as such terms are defined in the Articles Supplementary designating the Series A Preferred Stock (the “Articles Supplementary”)) or where any shares of the Series A Preferred Stock remain outstanding after September 22, 2026, the Series A Preferred Stock will thereafter accrue cumulative cash dividends at a rate higher than the Initial Rate.

Subject to certain exceptions, beginning on September 22, 2022, upon the occurrence of a Change of Control, each holder of shares of Series A Preferred Stock will have the right to convert some or all of the Series A Preferred Stock held by such holder into a number of the Company’s shares of Class I common stock as provided for in the Articles Supplementary.

The Company may not redeem the Series A Preferred Stock prior to September 22, 2026, except in limited circumstances relating to maintaining the Company’s qualification as a REIT and in connection with a Change of Control. On and after September 22, 2026, the Company may, at its option, redeem the Series A Preferred Stock, in whole or from time-to-time in part, at a price of $25.00 per share of Series A Preferred Stock plus an amount equal to accrued and unpaid dividends (whether or not declared), if any. The Series A Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed by the Company or converted by the holder pursuant to its terms (as set forth in the Articles Supplementary).

The Series A Preferred Stock is listed on the New York Stock Exchange under the symbol ICR PR A.

Series A Preferred Stock Repurchase Program

On August 11, 2022, the Board authorized and approved a share repurchase program (the “Series A Preferred Repurchase Program”) pursuant to which the Company may repurchase up to the lesser of 1,000,000 shares or $15,000 of the outstanding shares of the Company’s Series A Preferred Stock through December 31, 2022. Under the Series A Preferred Repurchase Program, repurchases of shares of the Company’s Series A Preferred Stock may be made at management’s discretion from time to time through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws. The Company cannot predict when or if it will repurchase any shares of Series A Preferred Stock. The Series A Preferred Repurchase Program may be suspended, extended or terminated by the Company at any time without prior notice. During the three and nine months ended September 30, 2022, the Company repurchased and retired 4,630 shares of Series A Preferred Stock resulting in a gain of $24 from these repurchases. As of September 30, 2022, the Company had authority to purchase 995,370 additional shares or $14,912 of Series A Preferred Stock under the Series A Preferred Repurchase Program. Refer to Note 15 - “Subsequent Events” for details on repurchases subsequent to September 30, 2022.

Share Activity for Common Stock and Preferred Stock

The following tables detail the change in the Company’s outstanding shares of all classes of common and preferred stock, including restricted common stock:

	Preferred Stock			Common Stock
Nine months ended September 30, 2022	Series A			Class P			Class A			Class T			Class S		Class D			Class I
Beginning balance		3,600,000			9,492,939			659,270			388,099			—		47,298			380,218
Issuance of shares		—			—			62,808			31,842			—		—			22,455
Distribution reinvestment		—			—			9,169			4,700			—		1,173			9,505
Issuance of restricted shares		—			—			—			—			—		—			—
Redemptions		—			(636,308	)		(27,965	)		(16,272	)		—		(958	)		(9,191	)
Repurchase and retirement of preferred stock		(4,630	)		—			—			—			—		—			—
Ending balance		3,595,370			8,856,631			703,282			408,369			—		47,513			402,987

	Preferred Stock		Common Stock
Nine months ended September 30, 2021	Series A		Class P			Class A			Class T			Class S		Class D			Class I
Beginning balance		—		10,151,787			655,835			398,233			—		50,393			381,955
Issuance of shares		3,500,000		—			—			—			—		—			480
Distribution reinvestment		—		—			8,016			4,125			—		1,263			7,404
Issuance of restricted shares		—		—			—			—			—		—			—
Redemptions		—		(387,377	)		(9,373	)		(2,862	)		—		(4,843	)		(6,379	)
Ending balance		3,500,000		9,764,410			654,478			399,496			—		46,813			383,460

Distributions – Common Stock

The table below presents the aggregate annualized and monthly distributions declared on common stock by record date for all classes of shares.

Record date	Aggregate annualized gross distribution declared per share		Aggregate monthly gross distribution declared per share
January 31, 2021	$	0.9500	$	0.0792
February 28, 2021	$	1.0000	$	0.0833
March 31, 2021	$	1.0500	$	0.0875
April 30, 2021	$	1.1000	$	0.0917
May 31, 2021	$	1.1500	$	0.0958
June 30, 2021	$	1.2500	$	0.1042
July 31, 2021	$	1.2500	$	0.1042
August 31, 2021	$	1.2500	$	0.1042
September 30, 2021	$	1.2500	$	0.1042
October 31, 2021	$	1.2500	$	0.1042
November 30, 2021	$	1.2500	$	0.1042
December 31, 2021	$	1.2500	$	0.1042
January 31, 2022	$	1.2500	$	0.1042
February 28, 2022	$	1.2500	$	0.1042
March 31, 2022	$	1.2500	$	0.1042
April 30, 2022	$	1.2500	$	0.1042
May 31, 2022	$	1.2500	$	0.1042
June 30, 2022	$	1.2500	$	0.1042
July 31, 2022	$	1.2500	$	0.1042
August 31, 2022	$	1.2500	$	0.1042
September 30, 2022	$	1.2500	$	0.1042

The gross distribution was reduced each month for Class D and Class T of the Company’s common stock for applicable class-specific stockholder servicing fees to arrive at a lower net distribution amount paid to those classes. For a description of the stockholder servicing fees applicable to Class D, Class S and Class T shares of the Company’s common stock, please see “Note 10 – Transactions with Related Parties” below. Since the IPO and through September 30, 2022, the Company has not issued any shares of Class S common stock.

The following table shows the monthly net distribution per share for shares of Class D and Class T common stock.

Record date	Monthly net distribution declared per share of Class D common stock		Monthly net distribution declared per share of Class T common stock
January 31, 2021	$	0.0749	$	0.0646
February 28, 2021	$	0.0794	$	0.0701
March 31, 2021	$	0.0832	$	0.0729
April 30, 2021	$	0.0876	$	0.0776
May 31, 2021	$	0.0915	$	0.0813
June 30, 2021	$	0.1000	$	0.0900
July 31, 2021	$	0.0999	$	0.0896
August 31, 2021	$	0.0999	$	0.0895
September 30, 2021	$	0.1000	$	0.0900
October 31, 2021	$	0.0999	$	0.0895
November 30, 2021	$	0.1000	$	0.0901
December 31, 2021	$	0.0999	$	0.0897
January 31, 2022	$	0.0999	$	0.0896
February 28, 2022	$	0.1003	$	0.0910
March 31, 2022	$	0.0999	$	0.0898
April 30, 2022	$	0.1001	$	0.0903
May 31, 2022	$	0.1000	$	0.0899
June 30, 2022	$	0.1001	$	0.0904
July 31, 2022	$	0.1000	$	0.0899
August 31, 2022	$	0.1000	$	0.0900
September 30, 2022	$	0.1001	$	0.0905

The table below presents the aggregate and net distributions declared for each applicable class of common stock during the nine months ended September 30, 2022 and 2021. The table excludes distributions declared for any month for a class of shares of stock when there were no shares of that class outstanding on the applicable record date.

	Common Stock
Nine months ended September 30, 2022	Class P		Class A		Class T		Class S		Class D		Class I
Aggregate gross distributions declared per share	$	0.9378	$	0.9378	$	0.9378	$	—	$	0.9378	$	0.9378
Stockholder servicing fee per share	N/A		N/A			0.1264		—		0.0374	N/A
Net distributions declared per share	$	0.9378	$	0.9378	$	0.8114	$	—	$	0.9004	$	0.9378
	Common Stock
Nine months ended September 30, 2021	Class P		Class A		Class T		Class S		Class D		Class I
Aggregate gross distributions declared per share	$	0.8543	$	0.8543	$	0.8543	$	—	$	0.8543	$	0.8543
Stockholder servicing fee per share	N/A		N/A			0.1287		—		0.0379	N/A
Net distributions declared per share	$	0.8543	$	0.8543	$	0.7256	$	—	$	0.8164	$	0.8543

As of September 30, 2022, and December 31, 2021, distributions declared but not yet paid amounted to $1,081 and $1,137, respectively.

Dividends – Series A Preferred Stock

Series A Preferred Stock dividends are paid quarterly in arrears based on an annualized distribution rate of 6.75% of the $25.00 per share liquidation preference, or $1.6875 per share per annum. During March 2022, the Board declared a quarterly dividend on the Series A Preferred Stock in the amount of $0.421875 per share, which was paid on March 30, 2022 to holders of record on March 15, 2022. During June 2022, the Board declared a quarterly dividend on the Series A Preferred Stock in the amount of $0.421875 per share, which was paid on June 30, 2022 to holders of record on June 15, 2022. During August 2022, the Board declared a quarterly dividend on the Series A Preferred Stock in the amount of $0.421875 per share, which was paid on September 30, 2022 to holders of record on September 15, 2022.