Stockholders' Equity | Note 7 – Stockholders’ Equity Preferred Stock Offering On September 22, 2021, the Company issued and sold 3,500,000 shares of the Series A Preferred Stock at a public offering price of $25.00 per share. The Company also granted the underwriters a 30-day option to purchase an additional 525,000 shares to cover over-allotments. In addition, on October 15, 2021, Raymond James & Associates, Inc., as representative of the underwriters, partially exercised their over-allotment option to purchase an additional 100,000 shares of Series A Preferred Stock. The Series A Preferred Stock were issued and sold pursuant to an effective registration statement on Form S-11 (File No. 333-258802) filed with the SEC. Dividends on the Series A Preferred Stock are cumulative and payable quarterly in arrears at a rate per annum equal to 6.75% per annum of the $25.00 liquidation preference (the “Initial Rate”). Subject to certain exceptions, upon a Change of Control that occurs on or prior to September 22, 2022 or upon a Downgrade Event (as such terms are defined in the Articles Supplementary designating the Series A Preferred Stock (the “Articles Supplementary”)) or where any shares of the Series A Preferred Stock remain outstanding after September 22, 2026, the Series A Preferred Stock will thereafter accrue cumulative cash dividends at a rate higher than the Initial Rate. Subject to certain exceptions, beginning on September 22, 2022, upon the occurrence of a Change of Control, each holder of shares of Series A Preferred Stock will have the right to convert some or all of the Series A Preferred Stock held by such holder into a number of the Company’s shares of Class I common stock as provided for in the Articles Supplementary. The Company may not redeem the Series A Preferred Stock prior to September 22, 2026, except in limited circumstances relating to maintaining the Company’s qualification as a REIT and in connection with a Change of Control. On and after September 22, 2026, the Company may, at its option, redeem the Series A Preferred Stock, in whole or from time-to-time in part, at a price of $25.00 per shares of Series A Preferred Stock plus an amount equal to accrued and unpaid dividends (whether or not declared), if any. The Series A Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed by the Company or converted by the holder pursuant to its terms (as set forth in the Articles Supplementary). The Series A Preferred Stock is listed on the New York Stock Exchange under the symbol ICR PR A. Share A ctivity for Common Stock and Preferred Stock The following tables detail the change in the Company’s outstanding shares of all class of common and preferred stock, including restricted common stock: Preferred Stock Common Stock Year ended December 31, 2021 Series A Class P Class A Class T Class S Class D Class I Beginning balance — 10,151,787 655,835 398,233 — 50,393 381,955 Issuance of shares 3,600,000 — 4,801 3,673 — — 976 Distribution reinvestment — — 10,992 5,687 — 1,748 10,420 Issuance of restricted shares — — — — — — 1,477 Redemptions — (658,848 ) (12,358 ) (19,494 ) — (4,843 ) (14,610 ) Ending balance 3,600,000 9,492,939 659,270 388,099 — 47,298 380,218 Common Stock Year ended December 31, 2020 Class P Class A Class T Class S Class D Class I Beginning balance 10,182,305 272,006 121,718 — 41,538 100,743 Issuance of shares — 379,250 274,570 — 8,066 276,618 Distribution reinvestment — 4,579 1,945 — 789 3,201 Issuance of restricted shares — — — — — 1,393 Redemptions (30,518 ) — — — — — Ending balance 10,151,787 655,835 398,233 — 50,393 381,955 Common Stock Year ended December 31, 2019 Class P Class A Class T Class S Class D Class I Beginning balance 5,940,744 — — — — — Issuance of shares 4,315,524 271,382 121,385 — 41,298 99,244 Distribution reinvestment — 624 333 — 240 302 Issuance of restricted shares 2,400 — — — — 1,197 Redemptions (76,363 ) — — — — — Ending balance 10,182,305 272,006 121,718 — 41,538 100,743 During the year ended December 31, 2021, the Company issued shares in the IPO at an average price per share of $20.42 with total net proceeds, including proceeds from the DRP, of $(110) after offering costs of $892. In addition, the Company incurred $26 in reimbursable deferred offering costs that are payable to the Advisor and Sub-Advisor. The Company also issued shares of Series A Preferred Stock at an average price per share of $25.00 with total net proceeds of $86,307 after offering costs of $3,693. During the year ended December 31, 2020, the Company issued shares in the IPO at an average price per share of $25.83 with total net proceeds, including proceeds from the DRP, of $22,267 after offering costs of $2,246. In addition, the Company incurred $70 in reimbursable deferred offering costs that were payable to the Advisor and Sub-Advisor. During the year ended December 31, 2019, the Company issued shares in the Private Offering and the IPO (collectively, the “Offerings”) at an average price per share of $26.84 with total net proceeds of $119,208 after offering costs of $10,993. In addition, the Company incurred $390 in reimbursable deferred offering costs that were payable to the Advisor and Sub-Advisor. Distributions Common Stock For the years ended December 31, 2018, 2017 and from January 1, 2019 to July 31, 2019, the Company paid distributions on Class P Shares based on daily record dates, payable in arrears the following month, equal to a daily amount of 1/365th Distributions declared on or after August 1, 2019 through February 29, 2020 on Class P Shares are based on monthly record dates, payable in arrears the following month equal to a monthly amount of 1/12th Class D and Class I shares are based on monthly record dates, payable in arrears the following month equal to a monthly amount of 1/12th of $ 1.62 per share from August 1, 2019 through February 29 , 20 20 . On March 24, 2020, as a result of the COVID-19 pandemic, the Board suspended, among other things, the payment of distributions to the Company’s stockholders and the operation of the DRP, effective as of April 6, 2020. In making these decisions, the Board considered the difficulty of confidently determining an NAV as a result of the uncertainty surrounding the extent of the economic effects of the pandemic, as well as the financing challenges related to additional collateral required by the banks that regularly finance the Company’s assets. The Board believed that the responsible course of action in the face of the economic slowdown and uncertainty was to conserve liquidity and prioritize the payment of operating and other essential expenses until the extent of the economic effects of the pandemic could be better understood and analyzed. After considering, among other things, the reduced volatility in the market for the Company’s investments and some improvement in the U.S. economic outlook, on July 30, 2020, the Board authorized a distribution on the Company’s common stock that was paid to stockholders of record as of July 31, 2020. The table below presents the aggregate annualized and monthly distributions declared on common stock by record date for all classes of shares since the Company resumed paying distributions. Record date Aggregate annualized gross distribution declared per share of common stock Aggregate monthly gross distribution declared per share of common stock July 31, 2020 $ 0.8576 $ 0.0715 August 31, 2020 $ 0.8800 $ 0.0733 September 30, 2020 $ 0.9000 $ 0.0750 October 31, 2020 $ 0.9000 $ 0.0750 November 30, 2020 $ 0.9000 $ 0.0750 December 31, 2020 $ 0.9000 $ 0.0750 January 31, 2021 $ 0.9500 $ 0.0792 February 28, 2021 $ 1.0000 $ 0.0833 March 31, 2021 $ 1.0500 $ 0.0875 April 30, 2021 $ 1.1000 $ 0.0917 May 31, 2021 $ 1.1500 $ 0.0958 June 30, 2021 $ 1.2500 $ 0.1042 July 31, 2021 $ 1.2500 $ 0.1042 August 31, 2021 $ 1.2500 $ 0.1042 September 30, 2021 $ 1.2500 $ 0.1042 October 31, 2021 $ 1.2500 $ 0.1042 November 30, 2021 $ 1.2500 $ 0.1042 December 31, 2021 $ 1.2500 $ 0.1042 The gross distribution was reduced each month for Class D and Class T of the Company’s common stock for applicable class-specific stockholder servicing fees to arrive at a lower net distribution amount paid to those classes. For a description of the stockholder servicing fees applicable to Class D, Class S and Class T shares of the Company’s common stock, please see “Note 11 – Transactions with Related Parties” below. During the years ended December 31, 2021, 2020 and 2019, the Company did not have shares outstanding of Class S common stock. Total distributions declared for Class P, Class A, Class T, Class D and Class I shares for the year ended December 31, 2021 were $11,577, $767, $395, $54 and $448, respectively. Total distributions declared for Class P, Class A, Class T, Class D and Class I shares for the year ended December 31, 2020 were $7,768, $419, $213, $33 and $229, respectively. Total distributions declared for Class P, Class A, Class T, Class D and Class I shares for the year ended December 31, 2019 were $16,967, $82, $40, $12 and $27, respectively. Series A Preferred Stock Series A Preferred Stock dividends are paid quarterly in arrears based on an annualized distribution rate of 6.75% of the $25.00 per share liquidation preference, or $1.6875 per share per annum. During December 2021, our Board declared a quarterly dividend on the Series A Preferred Stock in the amount of $ 0.459375 per share which was paid on December 30, 2021 to holders of record on December 15, 2021 for the period beginning September 22, 2021 to, but not including, December 30, 2021. The table below presents the aggregate distributions declared per share for each applicable class of common stock and preferred stock during the years ended December 31, 2021, 2020 and 2019. The tables exclude from dividend declaration any month when there were no outstanding shares for a class of stock. Year ended December 31, 2021 Preferred Stock (1) Common Stock Series A Class P Class A Class T Class S Class D Class I Aggregate gross distributions declared per share $ 0.4594 $ 1.1669 $ 1.1669 $ 1.1669 $ — $ 1.1669 $ 1.1669 Stockholder servicing fee per share N/A N/A N/A 0.1720 — 0.0507 N/A Net distributions declared per share $ 0.4594 $ 1.1669 $ 1.1669 $ 0.9949 $ — $ 1.1162 $ 1.1669 Year ended December 31, 2020 Common Stock Class P Class A Class T Class S Class D Class I Aggregate gross distributions declared per share $ 0.7648 $ 0.7148 $ 0.7148 $ — $ 0.7148 $ 0.7148 Stockholder servicing fee per share N/A N/A $ 0.1270 — 0.0373 N/A Net distributions declared per share $ 0.7648 $ 0.7148 $ 0.5878 $ — $ 0.6775 $ 0.7148 Year ended December 31, 2019 Common Stock Class P Class A Class T Class S Class D Class I Aggregate gross distributions declared per share $ 1.9200 $ 0.5400 $ 0.6750 $ — $ 0.5400 $ 0.6750 Stockholder servicing fee per share N/A N/A 0.0890 — 0.0209 N/A Net distributions declared per share $ 1.9200 $ 0.5400 $ 0.5860 $ — $ 0.5191 $ 0.6750 (1) As of December 31, 2021 and 2020, distributions declared but not yet paid amounted to $1,137 and $867, respectively. Distribution Reinvestment Plan The Company adopted a DRP, effective May 3, 2019, whereby Class A, Class T, Class S, Class D and Class I stockholders have the option to have their cash distributions reinvested in additional shares of common stock. Any cash distributions attributable to the class or classes of shares owned by participants in the DRP will be immediately reinvested in shares on behalf of the participants on the business day such distribution would have been paid to such stockholder. The per share purchase price for shares purchased pursuant to the DRP will be equal to the most recently published transaction price at the time the distribution is payable. Stockholders will not pay upfront selling commissions when purchasing shares pursuant to the DRP. The stockholder servicing fees with respect to Class T shares, Class S shares and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the DRP. Shares acquired under the DRP will entitle the participant to the same rights and be treated in the same manner as shares of that class purchased in the IPO. The Company reserves the right to amend any aspect of its DRP without the consent of its stockholders, provided that notice of any material amendment is sent to participants at least ten business days prior to the effective date of that amendment. In addition, the Company may suspend or terminate the DRP for any reason at any time upon ten business days’ prior written notice to participants. A stockholder’s participation in the plan will be terminated to the extent that a reinvestment of such stockholder’s distributions in the Company’s shares would cause the percentage ownership or other limitations contained in the Company’s charter to be violated. Participants may terminate their participation in the DRP with five business days’ prior written notice to the Company. On March 24, 2020, the Board suspended the IPO, effective immediately, and the DRP, effective April 6, 2020. In determining to suspend the IPO and the DRP, the Board considered various factors, including the economic impact of the COVID-19 pandemic, the inability to accurately calculate the Company’s NAV per share due to uncertainty, volatility and lack of liquidity in the market, the Company’s need for liquidity due to financing challenges related to additional collateral required by the banks that regularly finance the Company’s assets and these uncertain and rapidly changing economic conditions. After determining that there had been reduced volatility in the market for the Company’s investments and some improvement in the U.S. economic outlook, the Advisor resumed calculation of the NAV beginning as of June 30, 2020 , and on October 1, 2020, the SEC declared effective the post-effective amendment to the Company’s registration statement on Form S-11 thereby permitting the Company to resume offers and sales of shares of common stock in the IPO, including through the DRP. During the year ended December 31, 2021, the Company received proceeds from the DRP totaling $583 at an average price per share of $20.22. During the year ended December 31, 2020, the Company received proceeds from the DRP totaling $245 at an average price per share of $23.24. Share Repurchase Plan The Company adopted a SRP, effective May 3, 2019, whereby on a monthly basis, stockholders who have held their shares of common stock for at least one year may request that the Company repurchase all or any portion of their shares. The Company may repurchase fewer shares than have been requested in any particular month to be repurchased under its SRP, or none at all, in its discretion at any time. In addition, the total amount of aggregate repurchases of shares will be limited to no more than 2% of the aggregate NAV per month and no more than 5% of the aggregate NAV per calendar quarter. The Board may modify, suspend or terminate the SRP if it deems such action to be in the Company’s best interest and the best interest of its stockholders. On March 24, 2020 the Board suspended the SRP. On March 1, 2021, the SRP was reinstated for the Company’s stockholders requesting repurchase of shares as a result of the death or qualified disability of the holder, and on July 1, 2021, the SRP was reinstated for all stockholders. In accordance with the terms of the SRP that allow the Company to repurchase fewer shares than the maximum amount permitted under the SRP, the Company repurchased fewer shares than the maximum amount permitted for the months of July, August and September 2021 as directed by the Board. Beginning on October 1, 2021, the total amount of aggregate repurchases of shares is limited as set forth in the SRP (no more than 2% of the Company’s aggregate NAV per month as of the last day of the previous calendar month and no more than 5% of the Company’s aggregate NAV per calendar quarter with NAV measured as of the last day of the previous calendar quarter). During the year ended December 31, 2021, after reinstatement of the SRP, the Company repurchased $14,335 of common stock at an average price per share of $20.19. During the year ended December 31, 2020, prior to the suspension of the SRP, the Company repurchased $763 of common stock at an average price per share of $25.00. During the year ended December 31, 2019, the Company repurchased $1,911 of common stock at an average price per share of $25.02. |