Stockholders' Equity | Note 10 - Stockholders’ Equity Under the Company’s charter, the total number of shares of common stock authorized for issuance is 248,125,000 , consisting of 55,500,000 K Shares, 55,500,000 K-I Shares, 116,000,000 K-T Shares, 21,000,000 A Shares, and 125,000 B Shares , with a par value of $0.01 per share. The Company’s K Shares, K-I Shares and K-T Shares entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote and to receive distributions as authorized by the Company’s board of directors. Holders of K Shares, K-I Shares and K-T Shares will be entitled to receive cumulative cash distributions on each share at the rate of 7.0% per annum of each share’s distribution base. Prior to March 31, 2020, distributions accrued at the rate of 6.0% per annum of each share’s distribution base. The distribution base will initially be $10.00 per K Share, $10.00 per K-I Share and $10.00 per K-T Share and will be reduced for distributions that the board of directors declares and pays out of net sales proceeds from the sale or disposition of assets to the extent such distributions are not used to pay accumulated, accrued, and unpaid dividends on such K Shares, K-I Shares, and K-T Shares. K Shares, K-I Shares and K-T Shares will rank, on a pro rata basis, senior to all other classes of stock with respect to distribution rights and rights upon the Company’s liquidation. In certain situations (other than upon liquidation), the Company may have excess cash available for distribution and the board of directors may authorize special distributions in which case the holders of K Shares, K-I Shares and K-T Shares would receive 50% of any such excess cash. Holders of K Shares, K-I Shares and K-T Shares would also generally be entitled to receive 50% of any remaining liquidation cash pro rata based on the number of K Shares, K-I Shares and K-T Shares outstanding. A Shares entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote and to receive distributions and other distributions of excess cash as authorized by the Company’s board of directors. Following the payment of all accumulated, accrued and unpaid distributions on K Shares, K-I Shares and K-T Shares and payment of any accrued asset management fees (and any interest thereon), each A Share will be entitled to receive distributions at a rate not to exceed 7.0% of the stated value of $10.00 per share from income and cash flow from ordinary operations on a cumulative basis. In certain situations (other than upon liquidation), the Company may have excess cash available for distribution and the board of directors may authorize special distributions in which case the holders of A Shares will receive 37.5% of any such excess cash on a pro rata basis. A Shares would also generally be entitled to receive 37.5% of any remaining liquidation cash pro rata based on the number of A Shares outstanding. B Shares will have no voting rights, other than the right to vote on and approve any further issuances of an increase of the authorized number of B Shares. In addition, if the Company were to list any shares of its common stock on a national securities exchange, the Company will repurchase its B Shares in accordance with its charter. Holders of B Shares are not entitled to distributions; however, in certain situations (other than upon liquidation) the Company may have excess cash available for distribution and the board of directors may authorize special distributions in which case the holders of B Shares would receive 12.5% of any such excess cash on a pro rata basis. Holders of B Shares would also generally be entitled to receive 12.5% of any remaining liquidation cash pro rata based on the number of B Shares outstanding. At the termination of the Private Offering, the Company had issued 1,253,618 K Shares and 23,000 A Shares to unaffiliated investors, resulting in receipt of gross proceeds of $12,398,660 from K Share issuances and $230,000 from A Share issuances. A Shares sold to unaffiliated investors were issued as part of a Unit. As of December 31, 2022, under the Public Offering, the Company had issued 2,787,944 K Shares, 1,287,644 K-I Shares, and 60,008 K-T Shares to unaffiliated investors, resulting in receipt of gross proceeds of $26,939,836 from K Share issuances, $11,274,927 from K-I Share issuances, and $585,400 from K-T Share issuances. As of December 31, 2022, the Company had issued 106,414 K Shares, 66,465 K-I Shares and 6,874 K-T Shares pursuant to the DRIP, resulting in gross proceeds pursuant to the DRIP of $995,064, $623,043 and $64,047 respectively, As of December 31, 2022, the Company had issued 250 restricted K As of December 31, 2022, the Company had issued 428,410 A Shares to THR, an affiliate of PHA, for aggregate proceeds of $4,284,095, or $10.00 per share. In addition, the Company issued 130,000 additional A Shares to THR in exchange for notes receivable, payable to the Company upon demand. The note receivable from THR was reduced for amounts reimbursed to PHA by the Company for certain costs incurred on the Company’s behalf with no remaining receivable balance as of December 31, 2019. As of December 31, 2022, the Company sold 10 K-I Shares for aggregate proceeds of $100, or $10.00 per K-I Share and sold 10 K-T Shares for aggregate proceeds of $100, or $10.00 per K-T Share to an affiliate of the Company. In addition, on September 29, 2016, the Company issued 125,000 B shares to S2K Servicing LLC. During the year ended December 31, 2022, pursuant to the DRIP, the Company issued 47,727 K Shares at a price of $9.56 per K Share for aggregate gross proceeds of $456,432, 32,254 K-I Shares at a price of $9.57 per K-I Share for aggregate gross proceeds of $308,704, and 2,946 K-T Shares at a price of $9.56 per K-T Share for aggregate gross proceeds of $28,175. During the year ended December 31, 2022, pursuant to section 5.2.7 of the Company’s charter, 35,578 K-T shares converted to 35,578 K shares. On February 27, 2020, as partial consideration for the Company’s acquisition of the Hilton Garden Inn Providence, the Operating Partnership issued 128,124 Class K OP Units valued at $10.00 per Class K OP Unit. Such issuance represents a total investment of $1,281,244 in Class K OP Units of the Operating Partnership. Individuals with direct or indirect interests in the sellers of the Hilton Garden Inn Providence who are direct or indirect owners of the Company’s Sponsor and PHA received only Class K OP Units and no cash as consideration. In response to adverse effects of the COVID-19 pandemic, the Company’s board of directors unanimously approved the temporary suspension of (i) the sale of K Shares, K-I Shares and K-T Shares in the Public Offering, effective as of April 7, 2020 and (ii) the operation of the DRIP, effective as of April 17, 2020. On June 10, 2020, the Company’s board of directors unanimously approved the resumption of the acceptance of subscriptions and the resumption of the operation of the DRIP. PHA was obligated to purchase sufficient A Shares to fund payment of O&O Costs associated with the Private Offering and the Public Offering and also to account for the difference between the applicable NAV per K-I Share and the applicable offering price per K-I Share and any amount equal to any discount to the applicable offering price of K Shares, K-I Shares and K-T Shares (excluding volume discounts). PHA’s obligation can be fulfilled by its affiliates, including the Sponsor or entities affiliated with the Sponsor. The Company paid the Dealer Manager, as dealer manager of the Private Offering, selling commissions of up to 7% of the gross offering proceeds from the sale of K Shares and Units in the Private Offering. The Dealer Manager re-allowed all selling commissions to participating broker-dealers. The Company also paid the Dealer Manager a dealer manager fee of up to 3% of the gross offering proceeds from the sale of K Shares and Units. The Dealer Manager could re-allow a portion of its dealer manager fees to participating broker-dealers. Selling commissions and dealer manager fees were paid with proceeds from the sale of A Shares to PHA or its affiliates. There were no selling commissions or dealer manager fees payable on account of shares of any class purchased by PHA, S2K Servicing LLC, or their affiliates. As of December 31, 2021, the Company recognized $1,058,501 of selling commissions and dealer manager fees in connection with the Private Offering. There have been The Company paid the Dealer Manager selling commissions of up to 7% of the gross offering proceeds from the sale of K Shares and selling commissions of up to 3% of the gross offering proceeds from the sale of K-T Shares in the primary portion of the Public Offering. No selling commissions were payable in connection with the sale of K-I Shares. The Dealer Manager was able to re-allow all selling commissions to participating broker-dealers. The Company also paid the Dealer Manager a dealer manager fee of up to 3% of the gross offering proceeds from the sale of K Shares, K-I Shares K-T Shares of selling commissions and dealer manager fees in connection with the Public Offering. There have been The Company also pays the Dealer Manager with respect to each K-T Share sold in the primary portion of the Public Offering, a stockholder servicing fee equal to 1%, annualized, of the amount of the Company’s estimated NAV per K-T Share for each K-T Share purchased in the primary portion of the Public Offering, for providing services to a holder of K-T Shares. The stockholder servicing fee accrues daily and is payable monthly in arrears. The Dealer Manager will reallow all or a portion of the stockholder servicing fee to participating broker-dealers and servicing broker-dealers. The Company will cease paying the stockholder servicing fee with respect to K-T Shares sold in the primary portion of the Public Offering in accordance with the terms set forth in the prospectus portion of the Registration Statement. As of December 31, 2022, the Company recognized $16,085 of stockholder servicing fees with respect to K-T Shares sold in the primary portion of the Public Offering. If the Company’s board of directors determines, in any year, that the Company has excess cash, the Company’s board of directors will declare a special distribution entitling (a) the holders of K Shares, K-I Shares, K-T Shares to share, pro rata in accordance with the number of K Shares, K-I Shares K-T Shares PHA Upon a liquidation event, any remaining liquidation cash will be paid as a special distribution (a) to the holders of K Shares, K-I Shares and K-T Shares, pro rata in accordance with the number of K Shares, K-I Shares K-T Shares of such excess cash (unless all such A Shares previously have been repurchased in connection with a Non-cause Advisory Agreement Termination, in which case the excess cash otherwise apportioned to the A Shares would be distributed to the holders of the K Shares, K-I Shares and K-T Shares as noted above). The Company established a long-term incentive plan pursuant to which the Company’s board of directors (including independent directors), officer and employees, PHA and its affiliates and their respective employees, employees of entities that provide services to the Company, managers of the Company’s advisor or directors or managers of entities that provide services to the Company and their respective employees, certain of the Company’s consultants and certain consultants to PHA and its affiliates or entities that provide services to the Company and their respective employees may be granted incentive awards in the form of restricted stock, options, and other equity-based awards. In accordance with the Company’s long-term incentive plan, each new independent director that joins the Company’s board of directors is awarded 250 restricted K Shares in connection to his or her initial election to the board of directors. In addition, in connection with an independent director’s re-election to the Company’s board of directors at each annual meeting of stockholders, he or she will receive an additional 250 restricted K Shares. Restricted K Shares issued to independent directors will vest in equal amounts annually over a four restricted K Shares three restricted K Shares Share Repurchase Program and Redeemable Common Stock The Company’s share repurchase program may provide eligible stockholders with limited, interim liquidity by enabling them to sell shares back to the Company, subject to restrictions and applicable law. The Company is not required to repurchase shares. The share repurchase program is only intended to provide interim liquidity to stockholders until a liquidity event occurs, such as the commencement of execution on a plan of liquidation, the listing of the K Shares, K-I Shares or K-T Shares (or successor security) on a national securities exchange, or the Company’s merger with a listed company. The Company cannot guarantee that a liquidity event will occur. On October 26, 2018, the Company’s board of directors approved and adopted the Amended and Restated Share Repurchase Program (the “A&R SRP”). The A&R SRP provides that the Company will not repurchase in excess of 5.0% of the weighted average number of K Shares, K-I Shares K-T Shares during the trailing 12 months prior to the end of the fiscal quarter for which repurchases are being paid (provided, however, that while shares subject to a repurchase requested upon the death of a stockholder will be included in calculating the maximum number of shares that may be repurchased, shares subject to a repurchase requested upon the death of a stockholder will not be subject to the percentage cap). Additionally, in the event that any stockholder fails to maintain a minimum balance of $2,000 of K Shares, K-I Shares K-T Shares In addition, the Company’s repurchase of any shares will be limited to the extent that the Company does not have, as determined in the Company’s board of directors’ discretion, sufficient funds available to fund any such repurchase. Most of the Company’s assets will consist of properties which cannot be readily liquidated without affecting the Company’s ability to realize full value upon their disposition. Therefore, the Company may not have sufficient liquid resources to satisfy all repurchase requests. In addition, the Company’s board of directors may In the event the Company cannot repurchase all shares presented for repurchase in any fiscal quarter, based upon insufficient cash available and/or the limit on the number of shares it may repurchase, the Company would give first priority to the repurchase of deceased stockholders’ shares. The Company would next give priority to (i) requests of stockholders with “qualifying disabilities” (as defined in the A&R SRP), and in the discretion of the Company’s board of directors, stockholders with another involuntary exigent circumstance, such as bankruptcy, and (ii) next, to requests for full repurchases of accounts with a balance of 100 or less shares at the time the Company receives the request, in order to reduce the expense of maintaining small accounts. Thereafter, the Company will honor the remaining quarterly repurchase requests on a pro-rata basis. Unfulfilled requests will be carried over automatically to subsequent repurchase periods unless a stockholder withdraws a request pursuant to the terms of the A&R SRP. Repurchases of K Shares, K-I Shares K-T Shares five No shares can be repurchased under the Company’s A&R SRP 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 shares and will not be resold unless such sales are made pursuant to transactions that are registered or exempt from registration under applicable securities laws. The Company will not pay its Sponsor, board of directors, PHA or their affiliates any fees to complete transactions under the A&R SRP. The per share repurchase price will depend on the length of time the stockholder has held such shares as follows: Share Purchase Anniversary Repurchase Price on Repurchase Date Less than 1 year No Repurchase Allowed 1 year 92.5% of most recent estimated per share NAV 2 years 95.0% of most recent estimated per share NAV 3 years 97.5% of most recent estimated per share NAV 4 years 100.0% of most recent estimated per share NAV In the event of a stockholder’s death or disability 100.0% of most recent estimated per share NAV Notwithstanding the foregoing, pursuant to securities laws and regulations, at any time the Company is engaged in an offering, the repurchase amount shall never be more than the current offering price of such shares. Shares repurchased in connection with a stockholder’s bankruptcy or other exigent circumstance, in the sole discretion of the Company’s board of directors, within one year from the purchase date will be repurchased at a price per share equal to the price per share the Company would pay had the stockholder held the shares for one year from the purchase date. The purchase price for repurchased shares will be adjusted for any stock dividends, combinations, splits, recapitalizations, or similar corporate actions with respect to the Company’s common stock. If the Company has sold any properties and have made one or more special distributions to stockholders of all or a portion of the net proceeds from such sales, the per share repurchase price will be reduced by the net sale proceeds per share distributed to stockholders prior to the Repurchase Date to the extent such distributions are not used to pay accumulated, accrued and unpaid distributions on such K Shares, K-I Shares and K-T Shares. The Company’s board of directors will, in its sole discretion, determine which distributions, if any, constitute a special distribution. While the Company’s board of directors does not have specific criteria for determining a special distribution, the Company expects that a special distribution will occur only upon the sale of a property and the subsequent distribution of net sale proceeds. During the year ended December 31, 2022, the Company fulfilled repurchase requests and repurchased K Shares, K-I Shares and K-T Shares pursuant to the share repurchase program as follows: Total Number of Shares Requested to Total Number of Average Price Paid For the Quarter Ended be Repurchased Shares Repurchased per Share March 31, 2022 37,500 9,113 $ 9.30 June 30, 2022 38,959 37,500 $ 9.85 September 30, 2022 16,879 38,959 $ 10.19 December 31, 2022 20,900 16,879 $ 9.92 114,238 102,451 During the year ended December 31, 2022, the Company repurchased approximately $985,717 of K Shares, $22,348 of K-I Shares and $10,290 of K-T Shares, which represented all repurchase requests received in good order and eligible for repurchase through the December 31, 2022 Repurchase Date. The Company generally repurchases shares approximately 30 days following the end of the applicable quarter in which requests were received. As December 31, 2022, there were four outstanding and unfulfilled repurchase request for 20,900 K Shares, which were repurchased on January 12, 2023 for $211,517. Distributions During the year ended December 31, 2022, the Company’s board of directors authorized the payment of distributions as follows: Shares Amount Date Outstanding Date Record Per Share Distributions Paid Date Authorized Date Per Day K Share K-I Share K-T Share OP Units Total 2/16/2022 12/31/2021 2/11/2022 2/14/22 $0.001917808 $ 694,066 $ 230,522 $ 10,927 $ 22,606 $ 958,121 5/6/2022 3/31/2022 4/29/2022 5/2/2022 $0.001917808 681,294 227,492 10,899 $ 919,685 5/11/2022 3/31/2022 4/29/2022 5/2/2022 $0.001917808 22,115 $ 22,115 8/5/2022 6/30/2022 8/1/2022 8/3/2022 $0.001917808 685,440 231,566 11,112 22,360 $ 950,478 11/1/2022 9/30/2022 10/28/2022 10/31/2022 $0.001917808 690,892 235,453 10,594 22,606 $ 959,545 $ 2,751,692 $ 925,033 $ 43,532 $ 89,687 $ 3,809,944 During the year ended December 31, 2021, the Company’s board of directors authorized the payment of distributions as follows: Shares Amount Date Outstanding Date Record Per Share Distributions Paid Date Authorized Date Per Day K Share K-I Share K-T Share OP Units Total 9/24/2021 9/30/2020 9/24/2021 9/27/2021 $0.0013387978 $ 409,394 $ 78,393 $ 5,911 $ — $ 493,698 9/29/2021 12/31/2020 9/24/2021 9/24/2021 $0.0019125683 610,721 116,169 8,422 — $ 735,312 11/18/2021 3/31/2021 11/16/2021 11/17/2021 $0.0019178082 628,342 131,938 8,245 — $ 768,525 11/22/2021 6/30/2021 11/16/2021 11/17/2021 $0.0019178082 656,519 176,438 8,959 — $ 841,916 11/24/2021 9/30/2021 11/16/2021 11/17/2021 $0.0019178082 691,711 217,307 10,528 — $ 919,546 12/23/21 3/31/2020 4/29/2020 4/30/2020 $0.0016393443 6,932 $ 6,932 12/23/21 6/30/2020 10/27/2020 10/30/2020 $0.0019125683 22,299 $ 22,299 12/23/21 9/30/2020 9/24/2021 9/24/2021 $0.0019125683 22,544 $ 22,544 12/23/21 12/31/2020 9/24/2021 9/24/2021 $0.0019125683 22,544 $ 22,544 12/23/21 3/31/2021 11/16/2021 11/17/2021 $0.0019178082 22,115 $ 22,115 12/23/21 6/30/2021 11/16/2021 11/17/2021 $0.0019178082 22,360 $ 22,360 12/23/21 9/30/2021 11/16/2021 11/17/2021 $0.0019178082 22,606 $ 22,606 $ 2,996,687 $ 720,245 $ 42,065 $ 141,400 $ 3,900,397 On March 3, 2020, the Company’s stockholders approved to amend the Company’s charter (1) to increase the rate at which cash distributions on K Shares, K-I Shares and K-T Shares automatically accrue under the Company’s charter from 6% to 7% per annum of the K Share Distribution Base of such K Share, K-I Share K-T Share The Company paid quarterly distributions with respect to all 2021 and 2022 quarters with operating cash flow from its hotel properties, consistent with prior distributions. The Company’s board of directors will make determinations as to the payment of future distributions on a quarter by quarter basis; however, distributions will continue to accumulate pursuant to the Company’s charter. |