Stockholders' Equity | Note 8 - Stockholders’ Equity Under the Company’s charter, the total number of shares of capital 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. The Company’s K Shares, K-I K-T K-I K-T annum each 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 K-T K-I K-T 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 K-T B Shares will have no voting rights, other than the right to vote on and approve any further issuances of or an increase in 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. On September 29, 2016, the Company issued 125,000 B Shares to S2K Servicing LLC. At the termination of the Private Offering on August 13, 2021, 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 in the Private Offering. As of the termination of 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 September 30, 2023, the Company had issued 140,147 K Shares, 90,877 K-I Shares and 7,415 K-T Shares pursuant to the DRIP, resulting in gross proceeds pursuant to the DRIP of $1,336,956, $870,709 and $69,593, respectively. As of September 30, 2023, the Company had issued 1,500 restricted K Shares each 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 Sponsor and PHA received only Class K OP Units and no cash as consideration. As of September 30, 2023, 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 balance as of September 30, 2023. As of September 30, 2023, 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. During the nine months ended September 30, 2023, pursuant to Section 5.2.7 of the Company’s charter, 15,899 K-T shares converted to 15,899 K Shares. As of September 30, 2023, pursuant to Section 5.2.7 of the Company’s charter, 51,486 K-T Shares converted to 51,486 K Shares. PHA was obligated to purchase sufficient A Shares to fund payment of O&O Costs associated with the Private Offering and was obligated to purchase sufficient A Shares to fund payment of O&O Costs related to 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, through the termination of the Public Offering, a dealer manager fee of up to 3% of the gross offering proceeds from the sale of K Shares, K-I Shares and K-T Shares. 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. The Company recognized $1,058,501 of selling commissions and dealer manager fees in connection with the Private Offering. There have been no additional selling commissions and dealer managers fees in connection with the Public Offering since 2021. 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 K-I 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 September 30, 2023, the Company recognized $17,230 of stockholder servicing fees in connection with 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 K-T 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 K-T The Company established a long-term incentive plan pursuant to which the Company’s board of directors (including independent directors), officers 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-year period on and following the first anniversary of the date of grant in increments of 25% per annum; provided, however, that the restricted K Shares will become fully vested 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. On February 11, 2019, the Company issued 500 restricted K Shares each three Shares independent 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 K-T K-I K-T 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 30 days 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 Repurchases of K Shares, K-I K-T following 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 years after the death or disability of a stockholder. Additionally, any shares purchased pursuant to the Company’s DRIP will be excluded from the one-year holding requirement. For stockholders that have made more than one purchase of K Shares, K-I Shares or K-T Shares in the Public Offering and/or Private Offering, the one-year holding period will be calculated separately with respect to each such purchase. Repurchases of K Shares, K-I Shares and K-T Shares, when requested, are at the Company’s sole discretion and generally will be made quarterly. Shares repurchased under the A&R SRP program will become unissued 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. The Company generally repurchases shares approximately 30 days following the end of the applicable quarter in which requests were received. The following table reflects repurchase activity for the nine months ended September 30, 2023. Share Class Requests Received During 3 Months Ended Date Repurchased Number of Share Repurchases Requested Shares Repurchased $ Amount of Shares Repurchased Amount per share Requests Withdrawn Repurchase Requests Outstanding K 12/31/2022 1/12/2023 20,900 20,900 $ 211,517 $ 10.12 - - K 3/31/2023 4/27/2023 43,151 43,151 $ 440,108 $ 10.20 - - K 6/30/2023 8/23/2023 59,587 16,090 (1) $ 184,422 $ 11.46 - 43,497 K 9/30/2023 TBD 10,274 - - - - 10,274 Total K Share repurchase requests outstanding at September 30, 2023 53,771 K-I 3/31/2023 4/27/2023 8,602 8,602 $ 88,516 $ 10.29 - - K-I 6/30/2023 8/23/2023 5,591 1,101 (1) $ 12,625 $ 11.46 1,036 3,454 Total K-I Share repurchase requests outstanding at September 30, 2023 3,454 (1) On August 18, 2023, the Company’s board of directors determined that the funding limitation under the A&R SRP was reached with respect to share repurchase requests for the quarter ended June 30, 2023, as there were insufficient net proceeds from the DRIP to fund all share repurchase requests. Distributions During the nine months ended September 30, 2023, 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 Unit Total 2/9/2023 12/31/2022 2/6/2023 2/8/2023 $0.001917808 $ 694,914 $ 236,910 $ 3,831 $ 22,606 $ 958,261 5/4/2023 3/31/2023 4/26/2023 5/3/2023 $0.001917808 678,982 233,064 2,856 22,115 $ 937,017 8/9/2023 6/30/2023 8/4/2023 8/8/2023 $0.001917808 683,412 236,148 2,401 22,360 $ 944,321 $ 2,057,309 $ 706,122 $ 9,087 $ 67,081 $ 2,839,599 During the nine months ended September 30, 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 Unit 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 $ 2,060,800 $ 689,580 $ 32,938 $ 67,081 $ 2,850,399 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. On October 30, 2023, the Company’s board of directors authorized the payment of distributions, with respect to the K Shares, K-I Shares and K-T Shares outstanding as of September 30, 2023, to the holders of record of K Shares, K-I Shares and K-T shares as of the close of business on November 1, 2023. With respect to the K Shares, K-I Shares and K-T Shares outstanding as of September 30, 2023, the cumulative amount of distributions that had accumulated on a daily basis with respect to the K Shares, K-I Shares and K-T Shares since June 30, 2023 was $689,334, or $0.001917808 per K Share per day, $239,538, or $0.001917808 per K-I Share per day, and $2,448, or $0.001917808 per K-T Share per day, respectively. Such distributions were paid to stockholders in cash or in additional shares pursuant to the DRIP on November 2, 2023. On October 30, 2023, the Company’s board of directors authorized the payment of distributions with respect to the Class K OP Units outstanding as of September 30, 2023, to the holders of record of Class K OP Units as of the close of business on November 1, 2023. With respect to the Class K OP Units outstanding as of September 30, 2023, the cumulative amount of distributions that had accumulated on a daily basis with respect to the Class K OP Units since June 30, 2023 was $22,606, or $0.001917808 per Class K OP Unit. Such distributions were paid to stockholders in cash or in additional shares pursuant to the DRIP on November 9, 2023. |