Stockholders' Equity |
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Sep. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Note [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Note Disclosure [Text Block] |
Note 5 Stockholders’ Equity Preferred Stock
General
On September 15, 2017, the Company closed on the issuance of 3,105,000 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 405,000 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 will have 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 $77,625,000. After deducting underwriting discounts and advisory fees of $2,445,188, and expenses paid or to be paid by the Company that were directly attributable to the offering of $220,809 (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 September 30, 2017 was $74,959,003. Net proceeds received from the transaction were $75,146,720, which the Company used primarily to repay borrowings on its 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 Holders of the Company’s Series A Preferred Stock will be entitled to receive dividend payments only when, as and if declared by the Board of Directors of the Company (the “Board”)(or a duly authorized committee of the Board). Any such 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. Additionally, dividends will be payable 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, the Company has earnings or those dividends are authorized. The quarterly dividend payment dates are January 31, April 30, July 31 and October 31 of each year, commencing on October 31, 2017. The initial dividend is scheduled to be paid on October 31, 2017 to holders of record as of October 15, 2017, and will be a pro rata dividend from, and including, the original issue date to, and including, October 30, 2017, in the pro rata amount of $0.2396 per share for a total dividend amount of $743,598. Refer to Note 11 “Subsequent Events” for additional information regarding this dividend payment. Common Stock General On June 30, 2017, the Company closed a public underwritten offering of its common shares and on July 20, 2017 the Company closed on the over-allotment option granted to the underwriters. These transactions resulted in an aggregate of 4,025,000 shares of its common stock being issued at a public offering price of $9 per share, resulting in aggregate gross proceeds of $36,225,000. After deducting underwriting discounts and advisory fees of $1,986,876, and expenses paid by the Company that were directly attributable to the offering of $443,499 (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 $33,794,625. Dividends Since July 2016, the Company’s Board had declared cash dividends on its common stock as summarized in the following table.
During the nine months ended September 30, 2017, the Company paid total dividends in the amount of $10,815,248, consisting of the dividends declared for the fourth quarter of 2016 through the second quarter of 2017. Additionally, during the nine months ended September 30, 2016, the Company paid total dividends in the amount of $285,703. In accordance with the terms of the Company’s 2017 Annual Equity Bonus and Long-Term Equity Award Plan as disclosed in Note 7 “Stock-Based Compensation,” as of September 30, 2017 the Company accrued a dividend of $0.20 per LTIP unit for each of the three quarters of 2017 on the aggregate annual and long-term LTIP units that are subject to retroactive receipt of dividends on the amount of LTIPs ultimately earned. The aggregate amount of the accrual as of September 30, 2017 was $92,123. OP Units As of September 30, 2017, there were 117,941 OP Units issued and held by third parties with an aggregate value of approximately $1,077,497. 109,608 of the OP Units were issued in connection with the acquisition of a facility and were valued at the measurement date of August 18, 2017 using the Company’s closing stock price on that date of $9.14 per share, resulting in a value of $1,000,000. Additionally, 8,333 OP Units were issued pursuant to a third party advisory agreement. These OP Units were valued at the measurement date of August 1, 2017 using the Company’s closing stock price on that date of $9.30 per share resulting in a value of $77,497. The advisory agreement is for the period from June 27, 2017 through December 31, 2017 for a total fee of $250,000 payable in shares of Company common stock, LTIP Units, or OP Units, in three equal installments on August 1, 2017, October 1, 2017, and December 1, 2017. The number of units issued pursuant to the advisory agreement is determined based on the higher of $10 per share or the average closing price per share of the Company’s common stock as reported on the NYSE on the last 10 trading days of the calendar month preceding each payment date. |
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