|9 Months Ended|
Sep. 30, 2018
|Stockholders' Equity Note [Abstract]|
|Stockholders' Equity Note Disclosure [Text Block]||
Note 5 – Stockholders’ Equity
The Company’s charter authorizes the issuance of 10,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2018 and December 31, 2017, there were 3,105 shares of Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), issued and outstanding. The Series A Preferred Stock has a liquidation preference of $25 per share.
Dividend activity on our preferred stock for the nine months ended September 30, 2018 is summarized in the following table:
the accrued portion of the second quarter 2018 dividend as of September 30, 2018.
The holders of the 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 (i) funds are legally available for the payment of those dividends, (ii) the Company has earnings or (iii) 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, which commenced on October 31, 2017. During the nine months ended September 30, 2018, the Company paid preferred dividends of $4,366. No preferred dividends were paid during the three and nine months ended September 30, 2017.
The Company has 500,000 authorized shares of common stock, $0.001 par value. As of September 30, 2018 and December 31, 2017, there were 22,003 and 21,631 outstanding shares of common stock, respectively.
On August 17, 2018, the Company, its Advisor, and the Operating Partnership entered into a Sales Agreement with a number of financial institutions, pursuant to which the Company may offer and sell, from time to time, up to $50 million of its common stock (the “ATM Program”), inclusive of any amounts sold under its prior sales agreement. During the three months ended September 30, 2018, pursuant to the ATM Program, the Company sold and issued 372 shares of its common stock for net proceeds of $3,209, which represented gross proceeds of $3,505 net of commissions of $53 and $243 in costs that the Company paid that were directly attributable to the offering under the ATM Program ($59 of costs directly attributable to the offering were accrued at September 30, 2018) .
Common stock dividend activity for the nine months ended September 30, 2018 is summarized in the following table:
(1)Includes distributions on granted LTIP units and OP Units issued to third parties.
During the nine months ended September 30, 2018 and 2017, the Company paid total dividends on its common stock, LTIP units and OP Units in the aggregate amount of $14,075 and $10,815, respectively.
As of September 30, 2018 and December 31, 2017, the Company had an accrued dividend balance of $250 and $116 for dividends payable on the aggregate annual and long-term LTIP units that are subject to retroactive receipt of dividends on the amount of LTIP units ultimately earned. During the nine months ended September 30, 2018, $180 of dividends were accrued and $46 of dividends were paid. During the nine months ended September 30, 2017, $92 of dividends were accrued and zero were paid.
The amount of the dividends paid to the Company’s stockholders is determined by the Company’s 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.
During the nine months ended September 30, 2018, the Company issued 611 OP Units with a value of $4,742 in connection with a facility acquisition. During the year ended December 31, 2017, the Company issued 1,246 OP Units with a value of $11,532 primarily in connection with two facility acquisitions. As of September 30, 2018 and December 31, 2017, there were 1,857 and 1,246 OP Units issued, respectively, with an aggregate value of $16,274 and $11,532, respectively. The OP Unit value is included as a component of noncontrolling interest equity in the Company’s Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017.
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef