Stockholders' Equity | Stockholders’ Equity General Under the Company’s Third Articles of Amendment and Restatement (the “Charter”), the total number of shares of capital stock authorized for issuance is 1,100,000,000 shares, consisting of 999,999,000 shares of common stock with a par value of $0.01 per share, 1,000 shares of convertible stock with a par value of $0.01 per share and 100,000,000 shares designated as preferred stock with a par value of $0.01 per share. Common Stock The shares of the Company’s common stock entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote, to receive dividends and other distributions as authorized by the Company’s board of directors in accordance with the Maryland General Corporation Law and to all rights of a stockholder pursuant to the Maryland General Corporation Law. The common stock has no preferences or preemptive, conversion or exchange rights. During 2009, the Company issued 22,223 shares of common stock to the Sponsor for $200,007 . As of March 31, 2016 , the Company had issued 76,732,395 shares of common stock in its Private Offering and Public Offering for offering proceeds of $679,572,220 , net of offering costs of $95,845,468 , including 4,073,759 shares of common stock pursuant to the DRP, for total proceeds of $39,580,847 . Offering costs primarily consist of selling commissions and dealer manager fees. The Company terminated its Public Offering on December 20, 2013, but continued to offer shares pursuant to the DRP through November 30, 2014. The issuance and vesting activity for the three months ended March 31, 2016 and for the years ended December 31, 2015 and 2014 for the restricted stock issued to the Company’s independent directors as compensation for services in connection with their initial election or re-election to the board of directors at the Company’s annual meeting, upon their departure from the board of directors, or in appreciation of their service and commitment to the Company is as follows: For the Three Months Ended March 31, 2016 For the years ended December 31, 2015 2014 Nonvested shares at the beginning of the period 11,250 16,875 18,750 Granted shares — 14,000 10,000 Vested shares — (19,625 ) (11,875 ) Nonvested shares at the end of the period 11,250 11,250 16,875 Additionally, the weighted average fair value of restricted stock issued to the Company’s independent directors for the three months ended March 31, 2016 and for the years ended December 31, 2015 and 2014 is as follows: Grant Year Weighted Average Fair Value 2014 $ 10.24 2015 10.35 2016 n/a The shares of restricted common stock vest and become non-forfeitable in four equal annual installments beginning on the date of grant and ending on the third anniversary of the date of grant and will become fully vested and become non-forfeitable on the earlier to occur of (1) the termination of the independent director’s service as a director due to his or her death or disability, or (2) a change in control of the Company and as otherwise provided in the Incentive Award Plan, as defined below. Included in general and administrative expenses is $12,864 and $22,884 for the three months ended March 31, 2016 and 2015 , respectively, for compensation expense related to the issuance of restricted common stock. The weighted average remaining term of the restricted common stock is 1.61 years as of March 31, 2016 . As of March 31, 2016 , the compensation expense related to the issuance of the restricted common stock not vested was $82,739 . On June 11, 2014 , the Company entered into a restricted stock agreement with the Advisor whereby the Company issued to the Advisor 488,281.25 restricted shares of the Company’s common stock at a fair market value of $10.24 per share in satisfaction of certain deferred fees due to the Advisor in the aggregate amount of $5,000,000 . The shares of restricted stock vest and become non-forfeitable upon the earliest to occur of (i) 50% at December 31, 2015 and 50% at December 31, 2016, (ii) certain liquidity events of the Company, (iii) the Company’s cumulative modified funds from operations exceed the lesser of (a) the cumulative amount of distributions paid to the Company’s stockholders or (b) an amount that is equal to a 7.0% cumulative, non-compounded annual return on the Company’s stockholders’ invested capital, or (iv) the Company’s termination of, or failure to renew, the Advisory Agreement other than for “cause” (as defined in the Advisory Agreement). The shares of restricted stock shall be forfeited if the Advisor is terminated for any reason other than (iv) above. The fair value of the shares of unvested restricted stock was $2,792,969 as of March 31, 2016 . As of March 31, 2016 , 244,141 shares were vested. The fair value of the vested common stock and unvested restricted common stock as of March 31, 2016 and December 31, 2015 of $5,585,938 and $5,493,164 , respectively, are recorded in stockholders’ equity in the accompanying consolidated balance sheets. Included in general and administrative expenses on the accompanying consolidated statements of operations is $113,607 and $16,907 for the three months ended March 31, 2016 and 2015 , respectively, for the change in value of restricted common stock issued to the Advisor. Convertible Stock The Company issued 1,000 shares of Convertible Stock to the Advisor for $1,000 . The Convertible Stock will convert into shares of the Company’s common stock if and when: (A) the Company has made total distributions on the then outstanding shares of common stock equal to the original issue price of those shares plus an 8.0% cumulative, non-compounded, annual return on the original issue price of those shares, (B) subject to specified conditions, the Company lists the common stock for trading on a national securities exchange or (C) the Advisory Agreement is terminated or not renewed by the Company (other than for “cause” as defined in the Advisory Agreement). A “listing” will also be deemed to have occurred on the effective date of any merger of the Company in which the consideration received by the holders of the Company’s common stock is the securities of another issuer that are listed on a national securities exchange. Upon conversion, each share of Convertible Stock will convert into a number of shares of common stock equal to 1/1000 of the quotient of (A) 10% of the amount, if any, by which (1) the Company’s “enterprise value” (as defined in the Charter) plus the aggregate value of distributions paid to date on the outstanding shares of common stock exceeds (2) the aggregate purchase price paid by the stockholders for those shares plus an 8.0% cumulative, non-compounded, annual return on the original issue price of those shares, divided by (B) the Company’s enterprise value divided by the number of outstanding shares of common stock, in each case calculated as of the date of the conversion. In the event of a termination or non-renewal of the Advisory Agreement by the Company for cause, the Convertible Stock will be redeemed by the Company for $1.00 . Preferred Stock The Charter also provides the Company’s board of directors with the authority to issue one or more classes or series of preferred stock, and prior to the issuance of such shares of preferred stock, the board of directors shall have the power from time to time to classify or reclassify, in one or more series, any unissued shares and designate the preferences, rights and privileges of such shares of preferred stock. The Company’s board of directors is authorized to amend the Charter, without the approval of the stockholders, to increase the aggregate number of authorized shares of capital stock or the number of shares of any class or series that the Company has authority to issue. As of March 31, 2016 and December 31, 2015 , no shares of the Company’s preferred stock were issued and outstanding. Distribution Reinvestment Plan In connection with the Public Offering, the Company’s board of directors approved the DRP through which common stockholders could elect to reinvest an amount equal to the distributions declared on their shares of common stock in additional shares of the Company’s common stock in lieu of receiving cash distributions. The initial purchase price per share under the DRP was $9.50 . Effective September 10, 2012, in connection with the change in the Public Offering price, shares of the Company’s common stock were issued pursuant to the DRP at a price of $9.73 per share. Effective with distributions earned beginning on December 1, 2014, the Company’s board of directors elected to suspend the DRP. As a result, all distributions are paid in cash and not reinvested in shares of the Company’s common stock. The Company’s board of directors may, in its sole discretion, from time to time, reinstate the DRP at a price based upon the Company’s estimated value per share and other factors that the Company’s board of directors deems relevant, although there is no assurance as to if or when this will happen. No sales commissions or dealer manager fees were payable on shares sold through the DRP. Share Repurchase Program and Redeemable Common Stock The Company’s share repurchase program may provide an opportunity for stockholders to have their shares of common stock repurchased by the Company, subject to certain restrictions and limitations. No shares can be repurchased under the Company’s share repurchase program until after the first anniversary of the date of purchase of such shares; provided, however, that this holding period shall not apply to repurchases requested within two years after the death or disability of a stockholder. The purchase price for shares repurchased under the Company’s share repurchase program is as follows: Share Purchase Anniversary Repurchase Price on Repurchase Date (1) Less than 1 year No Repurchase Allowed 1 year 92.5% of Estimated Value per Share (2) 2 years 95.0% of Estimated Value per Share (2) 3 years 97.5% of Estimated Value per Share (2) 4 years 100.0% of Estimated Value per Share (2) In the event of a stockholder’s death or disability (3) Average Issue Price for Shares (4) ________________ (1) As adjusted for any stock dividends, combinations, splits, recapitalizations or any similar transaction with respect to the shares of common stock. (2) For purposes of the share repurchase program, the “Estimated Value per Share” will equal the most recently determined Estimated Value per Share. (3) The required one year holding period to be eligible to redeem shares under the Company’s share repurchase program does not apply in the event of death or disability of a stockholder. (4) The purchase price per share for shares redeemed upon the death or disability of a stockholder will be equal to the average issue price per share for all of the stockholder’s shares. The purchase price per share for shares repurchased pursuant to the share repurchase program will be further reduced by the aggregate amount of net proceeds per share, if any, distributed to the Company’s stockholders prior to the repurchase date as a result of the sale of one or more of the Company’s assets that constitutes a return of capital distribution as a result of such sales. Repurchases of shares of the Company’s common stock are made quarterly upon written request to the Company at least 15 days prior to the end of the applicable quarter for which the share repurchase program is in effect. Repurchase requests are honored approximately 30 days following the end of the applicable quarter (the “Repurchase Date”). Stockholders may withdraw their repurchase request at any time up to three business days prior the Repurchase Date. On October 21, 2014, the Company’s board of directors elected to suspend the Company’s share repurchase program, effective November 20, 2014. On May 12, 2015, the Company’s board of directors elected to reinstate the share repurchase program effective July 1, 2015. During the three months ended March 31, 2016 , the Company redeemed a total of 99,243 shares with a total redemption value of $1,000,000 and received net requests for the redemption of 347,512 shares with a total net redemption value of $3,763,312 . No amounts were requested or redeemed during the three months ended March 31, 2015 . The Company cannot guarantee that the funds set aside for the share repurchase program will be sufficient to accommodate all repurchase requests made in any quarter. In the event that the redemption requests exceed the Company’s restrictions on limitation or the Company does not have sufficient funds available to repurchase all of the shares of the Company’s common stock for which repurchase requests have been submitted in any quarter, priority will be given to redemption requests in the case of the death or disability of a stockholder. If the Company repurchases less than all of the shares subject to a repurchase request in any quarter, with respect to any shares which have not been repurchased, the requesting stockholder could (1) withdraw the request for repurchase or (2) ask that the Company honor the request in a future quarter, if any, when such repurchases may be made pursuant to the limitations of the share repurchase program and when sufficient funds are available. Such pending requests would be honored among all requests for redemptions in any given redemption period as follows: first, pro rata as to redemptions sought upon a stockholder’s death or disability; and, next, pro rata as to other redemption requests. The Company is not obligated to repurchase shares of the Company’s common stock under the share repurchase program. In no event shall redemptions under the share repurchase program exceed 5% of the weighted average number of shares of the Company’s common stock outstanding during the prior calendar year. Effective July 1, 2015, in no event shall the value of the shares repurchased pursuant to the share repurchase program exceed $2,000,000 during the quarter beginning July 1, 2015, with each subsequent quarter not to exceed $1,000,000 . There is no fee in connection with a repurchase of shares of the Company’s common stock. As of March 31, 2016 , the Company has recognized redemptions payable of $1,000,000 , which is included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. In addition, the Company’s board of directors may, in its sole discretion, amend, suspend, or terminate the share repurchase program at any time upon 30 days notice to the Company’s stockholders if it determines that the funds available to fund the share repurchase program are needed for other business or operational purposes or that amendment, suspension or termination of the share repurchase program is in the best interest of the Company’s stockholders. Therefore, stockholders may not have the opportunity to make a repurchase request prior to any potential termination of the Company’s share repurchase program. Pursuant to the share repurchase program, for the three months ended March 31, 2016 and 2015 , the Company reclassified $0 and $0 , net of $1,000,000 and $0 of fulfilled redemption requests, respectively, from permanent equity to temporary equity, which is included as redeemable common stock on the accompanying consolidated balance sheets. Distributions Declared Distributions declared to date (1) accrue daily to stockholders of record as of the close of business on each day, (2) are payable in cumulative amounts on or before the third day of each calendar month with respect to the prior month and (3) are calculated at a rate of $0.001964 per share per day during the three months ended March 31, 2016 and 2015 . Distributions declared for the three months ended March 31, 2016 and 2015 were $13,649,330 and $13,585,679 , including $0 and $78 , or 0 shares and 8 shares, respectively, of common stock attributable to the DRP. As of March 31, 2016 and December 31, 2015 , $4,647,928 and $4,668,261 distributions declared were payable, none of which was reinvested pursuant to the DRP. Distributions Paid For the three months ended March 31, 2016 and 2015 , the Company paid cash distributions of $13,669,663 and $13,585,602 , which related to distributions declared for each day in the period from December 1, 2015 through February 29, 2016 and December 1, 2014 through February 28, 2015 , respectively. Additionally, for the three months ended March 31, 2016 and 2015 , 0 and 8 shares of common stock were issued pursuant to the DRP for gross offering proceeds of $0 and $78 , respectively. For the three months ended March 31, 2016 and 2015 , the Company paid total distributions of $13,669,663 and $13,585,680 , respectively. |