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Equity | 12 Months Ended
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Dec. 31, 2022
Equity [Abstract] |
Equity | Equity Common Stock Dividends—The following table summarizes the common stock dividends declared during the period (in thousands):
|  |  | Year Ended December 31,
|  |  |  |  | 2022 |  | 2021 |  | 2020
Common stock dividends declared |  |  |  |  | $ | 5,665 |  |  | $ | — |  |  | $ | — |
8.25% Series D Cumulative Preferred Stock—At December 31, 2022 and 2021, there were 1.6 million shares of 8.25% Series D cumulative preferred stock outstanding. The Series D cumulative preferred stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series B cumulative convertible preferred stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Series D cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series D cumulative preferred stock is redeemable at our option for cash (on or after November 20, 2023), in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series D cumulative preferred stock may be converted into shares of our common stock, at the option of the holder, in certain limited circumstances such as a change of control. Each share of Series D cumulative preferred stock is convertible into a maximum 5.12295 shares of our common stock. The actual number is based on a formula as defined in the Series D cumulative preferred stock agreement (unless the Company exercises its right to redeem the Series D cumulative preferred shares for cash, for a limited period upon a change in control). The necessary conditions to convert the Series D cumulative preferred stock to common stock have not been met as of period end. Therefore, Series D cumulative preferred stock will not impact our earnings per share. Series D cumulative preferred stock quarterly dividends are set at the rate of 8.25% of the $25.00 liquidation preference (equivalent to an annual dividend rate of $2.0625 per share). In general, Series D cumulative preferred stockholders have no voting rights. The Series D Preferred Stock dividend for all issued and outstanding shares is set at $2.0625 per annum per share. The following table summarizes dividends declared (in thousands):
|  |  | Year Ended December 31, |
|  |  |  |  | 2022 |  | 2021 |  | 2020 |  |  |
Series D Cumulative Preferred Stock |  |  |  |  | $ | 3,300 |  |  | $ | 3,300 |  |  | $ | 3,300 |  |  |  |
Stock Repurchases—On December 7, 2022, our board of directors approved a new stock repurchase program pursuant to which the board granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share, having an aggregate value of up to $25 million. The board of directors’ authorization replaced any previous repurchase authorizations. During the year ended December 31, 2022, we repurchased 1.5 million shares of our common stock for approximately $6.1 million. No shares were repurchased under any stock repurchase program during the years ended December 31, 2021 and 2020. As of December 31, 2022, $18.9 million remains authorized by the board of directors pursuant to the December 7, 2022 approval. See note 22. We repurchased approximately 262,000, 50,000 and 47,000 shares of our common stock in 2022, 2021 and 2020, respectively, to satisfy employees’ statutory minimum U.S. federal income tax obligations in connection with vesting of equity grants issued under our stock-based compensation plan. At-the-Market Common Stock Equity Distribution Program—On December 11, 2017, the Company established an “at-the-market” equity distribution program pursuant to which it may, from time to time, sell shares of its common stock having an aggregate offering price of up to $50 million. As of December 31, 2022, the Company has sold approximately 7.4 million shares of common stock and received net proceeds of approximately $30.5 million under this program. The issuance activity is summarized below (in thousands):
|  |  |  |  | Year Ended December 31, |
|  |  |  |  |  |  | 2022 |  | 2021 |  | 2020 |
Common shares issued |  |  |  |  |  |  | — |  |  | 2,711 |  |  | 4,729 |  |
Gross proceeds received |  |  |  |  |  |  | $ | — |  |  | $ | 16,119 |  |  | $ | 14,717 |  |
Commissions |  |  |  |  |  |  | — |  |  | 202 |  |  | 184 |  |
Net proceeds |  |  |  |  |  |  | $ | — |  |  | $ | 15,917 |  |  | $ | 14,533 |  |
Standby Equity Distribution Agreement—On February 4, 2021, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd. (“YA”), pursuant to which the Company will be able to sell up to 7,780,786 shares of its common stock (the “Commitment Amount”) at the Company’s request any time during the commitment period commencing on February 4, 2021, and terminating on the earliest of: (i) the first day of the month next following the 36-month anniversary of the SEDA; or (ii) the date on which YA shall have made payment of Advances (as defined in the SEDA) pursuant to the SEDA for shares of the Company’s common stock equal to the Commitment Amount (the “Commitment Period”). Other than with respect to the Initial Advance (as defined below) the shares sold to YA pursuant to the SEDA would be purchased at 95% of the Market Price (as defined below) and would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock. “Market Price” shall mean the lowest daily VWAP (as defined below) of the Company’s common stock during the five consecutive trading days commencing on the trading day following the date the Company submits an advance notice to YA. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s common stock for such date on the principal market as reported by Bloomberg L.P. during regular trading hours. At any time during the Commitment Period the Company may require YA to purchase shares of the Company’s common stock by delivering a written notice to YA setting forth the Advance Shares (as defined in the SEDA) that the Company desires to issue and sell to YA (the “Advance Notice”). The Company may deliver an Advance Notice for an initial Advance for up to 1,200,000 Advance Shares (the “Initial Advance”). The preliminary purchase price per share for such shares shall be 100% of the average daily VWAP for the five consecutive trading days immediately prior to the date of the Advance Notice. Pursuant to the SEDA, we currently intend to use the net proceeds from any sale of the shares for working capital purposes, including the repayment of outstanding debt. There are no other restrictions on future financing transactions. The SEDA does not contain any right of first refusal, participation rights, penalties or liquidated damages. We are not required to pay any additional amounts to reimburse or otherwise compensate YA in connection with the transaction except for a $10,000 structuring fee. As of December 31, 2022, the Company has sold approximately 1.7 million shares of common stock and received proceeds of approximately $10.0 million under the SEDA. The issuance activity under the SEDA is summarized below (in thousands):
|  |  | Year Ended December 31, |
|  |  |  |  | 2022 |  | 2021 |
Common shares sold to YA |  |  |  |  | — |  |  | 1,700 |  |
Proceeds received |  |  |  |  | $ | — |  |  | $ | 10,000 |  |
Common Stock Resale Agreement—On April 21, 2021, the Company entered into a purchase agreement (the “Lincoln Park Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company may issue or sell to Lincoln Park up to 8,893,565 shares of the Company’s common stock from time to time during the term of the Lincoln Park Purchase Agreement. Upon entering into the Lincoln Park Purchase Agreement, the Company issued 15,000 shares of the Company’s common stock as consideration for Lincoln Park’s execution and delivery of the Lincoln Park Purchase Agreement. As of December 31, 2022, the Company has issued approximately 766,000 shares of common stock for gross proceeds of approximately $4.2 million under the Lincoln Park Purchase Agreement. The issuance activity under the Lincoln Park Purchase Agreement is summarized below (in thousands):
|  |  | Year Ended December 31, |
|  |  |  |  | 2022 |  | 2021 |
Common shares sold to Lincoln Park |  |  |  |  | — |  |  | 766 |  |
Additional commitment shares |  |  |  |  | — |  |  | 15 |  |
Total common shares issued to Lincoln Park |  |  |  |  | — |  |  | 781 |  |
Proceeds received |  |  |  |  | $ | — |  |  | $ | 4,217 |  |
At-the-Market Equity Distribution Agreement—On May 25, 2021, the Company entered into an equity distribution agreement (the “Virtu May 2021 EDA”) with Virtu Americas LLC (“Virtu”), to sell from time to time shares of the Company’s common stock having an aggregate offering price of up to $50 million. We will pay Virtu a commission of approximately 1.0% of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale. As of December 31, 2022, all shares of common stock under the Virtu May 2021 EDA have been sold. The issuance activity under the Virtu May 2021 EDA is summarized below (in thousands):
|  |  | Year Ended December 31, |
|  |  |  |  | 2022 |  | 2021 |
Common shares issued |  |  |  |  | — |  |  | 8,339 |  |
Gross proceeds received |  |  |  |  | $ | — |  |  | $ | 50,000 |  |
Commissions |  |  |  |  | — |  |  | 500 |  |
Net proceeds |  |  |  |  | $ | — |  |  | $ | 49,500 |  |
On July 12, 2021, the Company entered into an equity distribution agreement (the “Virtu July 2021 EDA”) with Virtu Americas LLC (“Virtu”) to sell from time to time shares of our common stock having an aggregate offering price of up to $100 million. We will pay Virtu a commission of approximately 1.0% of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale. As of December 31, 2022, the Company has sold approximately 4.7 million shares of common stock under the Virtu July 2021 EDA and received gross proceeds of approximately $24.0 million. The issuance activity under the Virtu July 2021 EDA is summarized below (in thousands):
|  |  | Year Ended December 31, |
|  |  |  |  | 2022 |  | 2021 |
Common shares issued |  |  |  |  | — |  |  | 4,712 |  |
Gross proceeds received |  |  |  |  | $ | — |  |  | $ | 24,020 |  |
Commissions |  |  |  |  | — |  |  | 240 |  |
Net proceeds |  |  |  |  | $ | — |  |  | $ | 23,780 |  |
Noncontrolling Interest in Consolidated Entities—A partner has a noncontrolling ownership interest of 25% in two hotel properties with a total carrying value of $(16.3) million and $(16.5) million at December 31, 2022 and 2021, respectively. The following table summarizes the (income) loss allocated to the noncontrolling interest in consolidated entities (in thousands):
|  |  |  | Year Ended December 31,
|  |  |  |  |  | 2022 |  | 2021 |  | 2020 |
(Income) loss from consolidated entities attributable to noncontrolling interests |  |  |  |  |  | $ | (2,063) |  |  | $ | 2,650 |  |  | $ | 6,436 |  |

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