Equity |
3 Months Ended |
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Mar. 31, 2025 | |
Equity [Abstract] | |
Equity | NOTE 3 – EQUITY The Company commenced an initial public “best efforts” offering (the “Offering”) on October 18, 2012, which concluded on October 16, 2015. The Company sold 33,534,022 shares of common stock generating gross proceeds of $834,399 from the Offering. The board last published an Estimated Per Share NAV in March 2024 but does not intend to publish a new estimate while reviewing or considering strategic alternatives. The board will consider evaluating net asset value and publishing an estimate if the strategic review does not result in a liquidity event or the board terminates its review of strategic alternatives. As of March 31, 2025, there were 36,104,130 shares of common stock outstanding including 6,760,659 shares issued through the DRP and 23,119 vested restricted shares, net of 4,213,670 shares repurchased through the SRP. See Note 10 – “Equity-Based Compensation” for further information on restricted shares. Prior to the suspension, the Company provided the following programs to facilitate additional investment in the Company’s shares and to provide limited liquidity for stockholders. Distribution Reinvestment Plan On September 18, 2024, the board suspended the DRP effective as of October 1, 2024 in connection with the board’s review of strategic alternatives. Prior to the suspension, the Company, through the DRP, provided stockholders with the option to purchase additional shares from the Company by reinvesting cash distributions, subject to certain share ownership restrictions. There were no selling commissions or other fees such as marketing contribution or due diligence expense reimbursements paid in connection with any purchases under the DRP. Pursuant to the DRP, the price per share for shares of common stock purchased under the DRP was equal to the estimated value of one share, as determined by the Company’s board of directors and reported by the Company from time to time. While the DRP remains suspended, stockholders that previously participated in the DRP are not permitted to reinvest distributions paid by the Company in additional shares. Any prior reinvested distributions will not be impacted. Although the Company expects to continue paying distributions during the pendency of the review of strategic alternatives, the DRP will no longer be a source of capital while it remains suspended. There were $0 and $1,691 distributions reinvested through the DRP during the three months ended March 31, 2025 and 2024, respectively. Share Repurchase Program On September 18, 2024, the board suspended the SRP effective as of October 1, 2024 in connection with the board’s review of strategic alternatives. Prior to the suspension, the Company was authorized, through the SRP, to repurchase shares from stockholders who purchased their shares directly from the Company as opposed to another stockholder or received their shares through a non-cash transfer and have held their shares for at least one year. The SRP is governed by the terms of the Fifth Amended and Restated Share Repurchase Program (the “Fifth SRP”) adopted by the board on November 7, 2023, effective on December 27, 2023. Repurchases are made in the Company’s sole discretion. In the case of repurchases made upon the death of a stockholder or qualifying disability (“Exceptional Repurchases”), as defined in the SRP, the one year holding period did not apply. Under the Fifth SRP, the board of directors had the discretion to establish the proceeds available to fund repurchases each quarter and could use proceeds from all sources available to the Company, in the board of directors’ sole discretion. The board of directors also had the discretion to determine the amount of repurchases, if any, to be made each quarter based on its evaluation of the Company’s business, cash needs and any other requirements of applicable law. The entirety of the Fifth SRP can be found on the Company’s website. During the suspension, the Company will not repurchase shares under the SRP. Any outstanding repurchase requests will automatically roll over for processing under the terms and conditions of the SRP if the SRP is reinstated unless a stockholder withdraws the request for repurchase. There is no assurance the SRP will be reinstated. Even if reinstated, the SRP contains numerous restrictions that limit the stockholders’ ability to sell their shares. The board of directors, in its sole discretion, may amend or terminate the SRP. The SRP will immediately terminate if the Company’s shares become listed for trading on a national securities exchange. Repurchases through the SRP were $0 and $1,691 for the three months ended March 31, 2025 and 2024, respectively. There was no liability related to the SRP as of March 31, 2025 and December 31, 2024. |