Stockholders' Equity |
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| Stockholders' Equity Note [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Note Disclosure [Text Block] |
Note 5 Stockholders’ Equity Preferred Stock
General
The Company’s charter authorizes the issuance of 10,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2017 and December 31, 2016, there were 3,105 and no shares of preferred stock, respectively, issued and outstanding. On September 15, 2017, the Company closed on the issuance of 3,105 shares of its Series A Cumulative Redeemable Preferred Stock, $0.001 par value per share, with an initial liquidation preference of $25 per share (“Series A Preferred Stock”), inclusive of 405 shares issued in connection with the underwriters’ exercise of their over-allotment option. The Company may, at its option, redeem the Series A Preferred Stock for cash in whole or in part, from time to time, at any time on or after September 15, 2022, at a cash redemption price of $25 per share. The Series A Preferred Stock has no voting rights, except for limited voting rights if the Company fails to pay dividends for six quarterly periods. The issuance resulted in aggregate gross proceeds of $77,625. After deducting underwriting discounts and advisory fees of $2,445, and expenses paid by the Company that were directly attributable to the offering of $221 (which are both treated as a reduction of the “Preferred Stock” balance on the accompanying Consolidated Balance Sheets), the Company’s preferred stock balance as of December 31, 2017 was $74,959. The net proceeds received from the transaction were primarily used to repay borrowings on the Company’s Revolving Credit Facility. The Company assessed the characteristics of the Series A Preferred Stock in accordance with the provisions of ASC Topic 480 “Distinguishing Liabilities from Equity,” and concluded that the Series A Preferred Stock is classified as permanent equity.
Preferred Stock Dividends Since September 2017, our Board has declared cash dividends on our preferred stock as summarized in the following table:
1Represents the November 2017 and December 2017 portion of the total $1,455 three month dividend amount.
The holders of the Company’s Series A Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Board (or a duly authorized committee of the Board). Dividends will accrue or be payable in cash from the original issue date, on a cumulative basis, quarterly in arrears on each dividend payment date at a fixed rate per annum equal to 7.50% of the liquidation preference of $25 per share (equivalent to $1.875 per share on an annual basis). Dividends on the Series A Preferred Stock will be cumulative and will accrue whether or not funds are legally available for the payment of those dividends, whether or not the Company has earnings and whether or not those dividends are declared by the Board. The quarterly dividend payment dates on the Series A Preferred Stock are January 31, April 30, July 31 and October 31 of each year, commencing on October 31, 2017. During the year ended December 31, 2017 the Company paid preferred dividends of $745.
Common Stock General The Company has 500,000 of authorized shares of common stock, $0.001 par value. As of December 31, 2017 and 2016, there were 21,631 and 17,606 outstanding shares of common stock, respectively. Common Stock Dividends Since July 2016, our Board has declared cash dividends on our common stock as summarized in the following table:
1Includes dividends on granted LTIP units and OP Units issued to third parties.
During the year ended December 31, 2017, the Company paid total dividends on its common stock, LTIP units and OP Units in the amount of $15,231, consisting of the dividends declared for the fourth quarter of 2016 through the third quarter of 2017. Additionally, during the year ended December 31, 2016, the Company paid total dividends on its common stock in the amount of $3,878, and during the year ended December 31, 2015, the Company paid total dividends on its common stock in the amount of $256. As of December 31, 2017, the Company accrued $117 for dividends payable on the aggregate annual and long-term LTIP units that are subject to retroactive receipt of dividends on the amount of LTIPs ultimately earned. See Note 7 Stock-Based Compensation for additional information. The amount of the dividends paid to the Company’s stockholders is determined by our Board and is dependent on a number of factors, including funds available for payment of dividends, the Company’s financial condition and capital expenditure requirements except that, in accordance with the Company’s organizational documents and Maryland law, the Company may not make dividend distributions that would: (i) cause it to be unable to pay its debts as they become due in the usual course of business; (ii) cause its total assets to be less than the sum of its total liabilities plus senior liquidation preferences; or (iii) jeopardize its ability to maintain its qualification as a REIT. Other Common Stock Activity On June 30, 2017, the Company closed an underwritten public offering of its common stock and on July 20, 2017 the Company closed on the over-allotment option granted to the underwriters. These transactions resulted in an aggregate of 4,025 shares of its common stock being issued at a public offering price of $9 per share, resulting in aggregate gross proceeds of $36,225. After deducting underwriting discounts and advisory fees of $1,987, and expenses paid by the Company that were directly attributable to the offering of $443 (both of which are treated as a reduction of the Company’s additional paid-in capital balance), the Company received net proceeds from the transactions of $33,795.
On March 2, 2016, ZH USA, LLC converted $15,000 of principal under the Convertible Debenture into 1,177 shares of the Company’s then unregistered common stock based on a conversion rate of $12.748 per share.
On July 1, 2016, the Company closed its initial public offering and issued 13,043 shares of its common stock at a price of $10.00 per share resulting in gross proceeds of $130,435. After deducting underwriting discounts and commissions, advisory fees, and other offering expenses, the Company received net proceeds from the offering of $120,774. Additionally, on July 11, 2016, the underwriters exercised their over-allotment option in full, resulting in the issuance by the Company of an additional 1,957 shares of the Company’s common stock at a price of $10.00 per share for gross proceeds of $19,565. After deducting underwriting discounts and expenses, advisory fees, and other offering expenses, the Company received net proceeds from the over-allotment option shares of $18,195. Total shares issued by the Company in the initial public offering, including over-allotment option shares, were 15,000 shares and the total net proceeds received were $137,288, which represented gross proceeds received of $138,969 net of $1,681 in costs directly attributable to the initial public offering that were deferred and paid. On July 1, 2016, ZH USA, LLC converted $15,030 of the principal under the Convertible Debenture into 1,179 shares of the Company’s registered common stock based on a conversion rate of $12.748 per share. In order to help the Company qualify as a REIT, among other purposes, the Company’s charter, subject to certain exceptions, restricts the number of shares of the Company’s common stock that a person may beneficially or constructively own. The Company’s charter provides that, subject to certain exceptions, no person may beneficially or constructively own more than 9.8%, in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of the Company’s capital stock. On June 27, 2016, the Board approved a waiver of the 9.8% ownership limit in the Company’s charter allowing ZH USA, LLC to own up to 16.9% of the Company’s outstanding shares of common stock. OP Units As of December 31, 2017, there were 1,246 OP Units issued and held by third parties with an aggregate value of $11,532. There were 1,221 OP Units issued in connection with the acquisition of two separate facilities, which were valued in aggregate at $11,300 using the measurement date represented by the closing date of the respective acquisitions using the Company’s closing stock price on each respective measurement date. Additionally, 25 OP Units were issued pursuant to a third party advisory agreement and were valued in aggregate at $232 using the three contractual installment dates of their issuance based on the Company’s closing stock price on each respective installment / measurement dates. |
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