Quarterly report pursuant to Section 13 or 15(d)

Equity

v3.23.1
Equity
3 Months Ended
Mar. 31, 2023
Equity  
Equity

Note 5 – Equity

Preferred Stock

The Company’s charter authorizes the issuance of 10,000 shares of preferred stock, par value $0.001 per share. As of March 31, 2023 and December 31, 2022, 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.

Preferred stock dividend activity for the three months ended March 31, 2023 is summarized in the following table:

    

    

Applicable

    

    

Quarterly

    

Dividends

Date Announced

Record Date

Quarter

Payment Date

Dividend

per Share

December 7, 2022

 

January 15, 2023

 

Q4 2022

 

January 31, 2023

$

1,455

$

0.46875

March 10, 2023

 

April 15, 2023

 

Q1 2023

 

May 1, 2023

$

1,455

(1)

$

0.46875

(1)

Two months of this amount, equal to $970, was accrued at March 31, 2023.

The holders of the Series A Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Company’s board of directors (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 $25.00 per share (equivalent to $1.875 per share on an annual basis). In September 2022, the Series A Preferred Stock became eligible for partial or full redemption by the Company. As of March 31, 2023, the Company had not redeemed any of its Series A Preferred Stock. 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. During each of the three-month periods ended March 31, 2023 and 2022, the Company paid preferred dividends of $1,455.

Common Stock

The Company has 500,000 authorized shares of common stock, $0.001 par value. As of March 31, 2023 and December 31, 2022, there were 65,530 and 65,518 outstanding shares of common stock, respectively.

Common stock dividend activity for the three months ended March 31, 2023 is summarized in the following table:

    

    

Applicable

    

    

Dividend

    

Dividends

Date Announced

Record Date

Quarter

Payment Date

Amount(1)

per Share

December 7, 2022

 

December 22, 2022

 

Q4 2022

 

January 9, 2023

$

14,642

$

0.21

March 10, 2023

 

March 24, 2023

 

Q1 2023

 

April 11, 2023

$

14,688

$

0.21

(1)

Includes distributions on outstanding LTIP Units and OP Units.

During the three months ended March 31, 2023 and 2022, the Company paid total dividends on its common stock, LTIP Units and OP Units in the aggregate amount of $14,699 and $14,526, respectively.

As of March 31, 2023 and December 31, 2022, the Company had accrued dividend balances of $196 and $209 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 three months ended March 31, 2023, $44 of dividends were accrued and $57 of dividends were paid related to these units. During the three months ended March 31, 2022, $70 of dividends were accrued and $471 of dividends were paid related to these units.

The amount of the dividends paid to the Company’s stockholders is determined by the 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.

OP Units

During the three months ended March 31, 2023, there were no OP Unit redemptions. During the year ended December 31, 2022, one OP Unit holder redeemed 35 OP Units for shares of the Company’s common stock with an aggregate redemption value of $600.

As of March 31, 2023 and December 31, 2022, there were 1,667 OP Units issued and outstanding, with an aggregate value of $8,480. The OP Unit value at issuance and redemption is based on the Company’s closing share price on the date of the respective transaction and is included as a component of noncontrolling interest equity in the Company’s Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022. The Company has sufficient shares of common stock authorized pursuant to its charter to cover the redemption of outstanding OP Units.