Stockholders' Equity and Redeemable Preferred Stock | Note 13 – Stockholders’ Equity and Redeemable Preferred Stock Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders, less dividends on restricted stock and LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted average number of common shares outstanding and any potential dilutive shares for the period. Net income (loss) attributable to common stockholders is computed by adjusting net income (loss) for the non-forfeitable dividends paid on restricted stock and non-vested LTIP Units. The Company considers the requirements of the two-class method when preparing earnings per share. The Company has two classes of common stock outstanding: Class A common stock, $0.01 par value per share, and Class C common stock, $0.01 par value per share. Earnings per share is not affected by the two-class method because the Company’s Class A and C common stock participate in dividends on a one-for-one basis. The following table reconciles the components of basic and diluted net income (loss) per common share (amounts in thousands, except share and per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Net income (loss) attributable to common stockholders $ 15,090 $ (10,990) $ (1,403) $ (23,083) Dividends on restricted stock and LTIP Units expected to vest (342) (250) (666) (485) Basic net income (loss) attributable to common stockholders $ 14,748 $ (11,240) $ (2,069) $ (23,568) Weighted average common shares outstanding (1) 24,307,147 22,430,619 24,197,479 22,775,203 Potential dilutive shares (2) 37,887 — — — Weighted average common shares outstanding and potential dilutive shares (1) 24,345,034 22,430,619 24,197,479 22,775,203 Net income (loss) per common share, basic $ 0.61 $ (0.50) $ (0.09) $ (1.03) Net income (loss) per common share, diluted $ 0.61 $ (0.50) $ (0.09) $ (1.03) The effect of the conversion of OP Units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Class A common stock on a one-for-one basis. The income allocable to such OP Units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements. As such, the assumed conversion of these OP Units would have no net impact on the determination of diluted earnings per share. (1) Amounts relate to shares of the Company’s Class A and Class C common stock outstanding. (2) For the three months ended June 30, 2020, potential vesting of restricted stock to employees for 37,887 shares of Class A common stock are included in the diluted shares calculation. For the six months ended June 30, 2020, potential vesting of restricted stock to employees for 53,330 shares of Class A common stock are excluded from the diluted shares calculation as the effect is antidilutive. For the three and six months ended June 30, 2019, the following are excluded from the diluted shares calculation as the effect is antidilutive: a) warrants outstanding from issuances in conjunction with the Company's Series B Preferred Stock offerings that are potentially exercisable for 125,274 and 49,970 shares of Class A common stock, respectively, and b) potential vesting of restricted stock to employees for 11,944 and 8,726 shares of Class A common stock, respectively. Series B Redeemable Preferred Stock Offering On December 20, 2019, the Company made the final issuance of Series B Preferred Stock pursuant to the Series B Preferred Offering, and on February 11, 2020, the Board formally approved the termination of the Series B Preferred Offering. As of December 31, 2019, the Company sold 549,154 shares of Series B Preferred Stock and 549,154 Warrants to purchase 10,983,080 shares of Class A common stock for net proceeds of approximately $494.2 million after commissions, dealer manager fees and discounts. During the six months ended June 30, 2020, the Company, at the request of holders, redeemed 3,745 Series B Preferred shares through the issuance of 515,142 Class A common shares and redeemed 101 Series B Preferred shares for $0.09 million in cash. In November 2019, the Company began initiating redemptions of Series B Preferred Stock, and during the first quarter 2020, redemptions initiated by the Company resulted in 15,807 shares of Series B Preferred Stock redeemed through the issuance of 1,334,501 Class A common shares. The Company did not initiate redemptions of its Series B Preferred Stock during the second quarter 2020. As of June 30, 2020, the Company had 543,393 outstanding warrants from the Series B Preferred Offering. The Warrants are exercisable by the holder at an exercise price of 120% of the market price per share of Class A Common Stock on the date of issuance of such Warrant, with a minimum exercise price of $10.00 per share. The market price per share of our Class A common stock was determined using the volume weighted average price per share of our Class A common stock for the 20 trading days prior to the date of issuance of such Warrant, subject to the minimum exercise price of $10.00 per share (subject to adjustment). One Warrant is exercisable by the holder to purchase 20 shares of Class A common stock. The warrants are exercisable one year following the date of issuance and expire four years following the date of issuance. As of June 30, 2020, a total of 3,748 Warrants had been exercised into 48,663 shares of Class A Common stock. The outstanding Warrants have exercise prices ranging from $10.00 to $16.28 per share. Series T Redeemable Preferred Stock Offering During the six months ended June 30, 2020, the Company issued 4,009,695 shares of Series T Preferred Stock under a continuous registered offering with net proceeds of approximately $90.2 million after commissions, dealer manager fees and discounts of approximately $10.0 million. As of June 30, 2020, the Company has sold a total of 4,027,095 shares of Series T Preferred Stock for net proceeds of approximately $90.6 million after commissions, dealer manager fees and discounts. During the six months ended June 30, 2020, the Company, at the request of holders, redeemed 1,432 Series T Preferred shares through the issuance of 7,499 Class A common shares. The Company has a dividend reinvestment plan that allows for participating stockholders to have their Series T Preferred Stock dividend distributions automatically reinvested in additional shares of Series T Preferred Stock at a price of $25.00 per share. The Company plans to issue shares of Series T Preferred Stock to cover shares required for investment. At-the-Market Offerings In September 2019, the Company and its Operating Partnership entered into an At Market Issuance Sales Agreement with respect to the offering and sale of up to $100,000,000 in shares of Class A common stock in “at the market offerings” as defined in Rule 415 under the Securities Act, including without limitation sales made directly on or through the NYSE American, or on any other existing trading market for Class A common stock or through a market maker (the “Class A Common Stock ATM Offering”). During the first quarter 2020, the Company issued 166,873 shares through the Class A Common Stock ATM Offering at a weighted average price of $12.10 per share with net proceeds of $2.0 million. The Company did not issue any shares through the Class A Common Stock ATM Offering during the second quarter 2020. During the life of the Class A Common Stock ATM Offering, the Company has issued a total of 621,110 shares at a weighted average price of $12.01 per share with net proceeds of $7.3 million. Stock Repurchase Plans In December 2019, the Board authorized stock repurchase plans for the repurchase of up to an aggregate of $50 million of the Company’s outstanding shares of Class A common stock. On May 9, 2020, the Board authorized the modification of the stock repurchase plans to provide for the repurchase, from time to time, of up to an aggregate of $50.0 million in shares of its Class A common stock, 8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”), 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series C Preferred Stock”), and/or 7.125% Series D Cumulative Preferred Stock, $0.01 par value per share (“Series D Preferred Stock”). The repurchase plans will be conducted in accordance with Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The repurchase plans will terminate upon the earliest to occur of certain specified events as set forth therein. The extent to which the Company repurchases shares of its Class A common stock, Series A Preferred Stock, Series C Preferred Stock, and/or Series D Preferred Stock under the repurchase plans, and the timing of any such repurchases, will depend on a variety of factors including general business and market conditions and other corporate considerations. Stock repurchases under the repurchase plans may be made in the open market or through privately negotiated transactions, subject to certain price limitations and other conditions established under the plans. Open market repurchases will be structured to occur in conformity with the method, timing, price and volume requirements of Rule 10b-18 of the Exchange Act. During the six months ended June 30, 2020, the Company repurchased shares under the repurchase plans as follows: 1,028,293 shares of Class A common stock, 163,068 shares of Series A Preferred Stock, 27,905 shares of Series C Preferred Stock and 76,264 shares of Series D Preferred Stock for a total purchase price of approximately $17.7 million. During the life of the repurchase plans, the total purchase price of shares repurchased by the Company is approximately $18.4 million, and as of June 30, 2020, the value of shares that may yet be purchased under the repurchase plans is $31.6 million. Operating Partnership and Long-Term Incentive Plan Units As of June 30, 2020, limited partners other than the Company owned approximately 29.28% of the common units of the Operating Partnership (6,314,754 OP Units, or 18.09%, is held by OP Unit holders, and 3,906,014 LTIP Units, or 11.19%, is held by LTIP Unit holders, including 5.61% which are not vested at June 30, 2020). Subject to certain restrictions set forth in the Operating Partnership’s Partnership Agreement, OP Units are exchangeable for Class A common stock on a one-for-one basis, or, at the Company’s election, redeemable for cash. LTIP Units may be convertible into OP Units under certain conditions and then may be settled in shares of the Company’s Class A common stock, or, at the Company’s election, cash. Equity Incentive Plans LTIP Unit Grants On January 1, 2020, the Company granted certain equity grants of LTIP Units to various executive officers under the Incentive Plans pursuant to the executive officers’ employment or service agreements as time-based LTIP Units and performance-based LTIP Units. All such LTIP Unit grants require continuous employment for vesting. The time-based LTIP Units were comprised of an aggregate of 247,138 LTIP Units that vest over approximately three years. The performance-based LTIP Units were comprised of an aggregate of 494,279 LTIP Units, which are subject to a three-year performance period and will thereafter vest upon successful achievement of performance-based conditions. In addition, on January 1, 2020, the Company granted 7,126 LTIP Units under the Incentive Plans to each independent member of the Board in payment of the equity portion of their respective annual retainers. Such LTIP Units were fully vested upon issuance and the Company recognized expense of $0.3 million immediately based on the fair value at the date of grant. On April 15, 2020, the Company granted an aggregate of 348,117 LTIP Units to various executive officers under the Incentive Plans pursuant to the executive officers’ employment or service agreements in lieu of cash payment of annual incentive bonuses for the fiscal year ended December 31, 2019. Such LTIP Units will vest on the first anniversary of the date of grant. In addition, on April 15, 2020, the Company granted 46,075 LTIP Units to an employee under the Incentive Plans. Such LTIP Units will vest in three On May 22, 2020, the Company granted an aggregate of 27,111 LTIP Units to two executive officers under the Incentive Plans in lieu of cash payment of an agreed upon portion of the executive officers’ base salary, with the remaining portion payable in cash, for the period from April 1, 2020 through June 30, 2020. Such LTIP Units will vest on the first anniversary of the date of grant. The Company recognizes compensation expense ratably over the requisite service periods for time-based LTIP Units based on the fair value at the date of grant; thus, the Company recognized compensation expense of approximately $1.0 million and $0.9 million, and $1.9 million and $1.8 million, during the three and six months ended June 30, 2020 and 2019, respectively. The Company recognizes compensation expense based on the fair value at the date of grant and the probability of achievement of performance criteria over the performance period for performance-based LTIP Units; thus, the Company recognized approximately $0.4 million and $0.4 million, and $1.3 million and $0.8 million, during the three and six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, there was $10.6 million of total unrecognized compensation cost related to unvested LTIP Units granted under the Incentive Plans. The remaining cost is expected to be recognized over a period of 2.2 years. Restricted Stock Grants On April 1, 2019 and 2020, the Company provided restricted stock grants (“RSGs”) to employees under the Incentive Plans. Such RSGs will vest in three On April 15, 2020, the Company granted an aggregate of 25,174 shares of Class A common stock to two executive officers in lieu of cash payment of an agreed upon portion of the executive officers’ base salary, with the remaining portion having been paid in cash, for the period from January 1, 2020 through March 31, 2020. Such shares of Class A common stock will vest on the first anniversary of the date of grant. Distributions Payable to stockholders Declaration Date of record as of Amount Date Paid or Payable Class A Common Stock December 6, 2019 December 24, 2019 $ 0.162500 January 3, 2020 March 13, 2020 March 25, 2020 $ 0.162500 April 3, 2020 May 9, 2020 June 25, 2020 $ 0.162500 July 2, 2020 Class C Common Stock December 6, 2019 December 24, 2019 $ 0.162500 January 3, 2020 March 13, 2020 March 25, 2020 $ 0.162500 April 3, 2020 May 9, 2020 June 25, 2020 $ 0.162500 July 2, 2020 Series A Preferred Stock December 6, 2019 December 24, 2019 $ 0.515625 January 3, 2020 March 13, 2020 March 25, 2020 $ 0.515625 April 3, 2020 May 9, 2020 June 25, 2020 $ 0.515625 July 2, 2020 Series B Preferred Stock October 31, 2019 December 24, 2019 $ 5.00 January 3, 2020 January 13, 2020 January 24, 2020 $ 5.00 February 5, 2020 January 13, 2020 February 25, 2020 $ 5.00 March 5, 2020 January 13, 2020 March 25, 2020 $ 5.00 April 3, 2020 April 14, 2020 April 24, 2020 $ 5.00 May 5, 2020 May 9, 2020 May 22, 2020 $ 5.00 June 5, 2020 May 9, 2020 June 25, 2020 $ 5.00 July 2, 2020 Series C Preferred Stock December 6, 2019 December 24, 2019 $ 0.4765625 January 3, 2020 March 13, 2020 March 25, 2020 $ 0.4765625 April 3, 2020 May 9, 2020 June 25, 2020 $ 0.4765625 July 2, 2020 Series D Preferred Stock December 6, 2019 December 24, 2019 $ 0.4453125 January 3, 2020 March 13, 2020 March 25, 2020 $ 0.4453125 April 3, 2020 May 9, 2020 June 25, 2020 $ 0.4453125 July 2, 2020 Series T Preferred Stock (1) December 20, 2019 December 24, 2019 $ 0.128125 January 3, 2020 January 13, 2020 January 24, 2020 $ 0.128125 February 5, 2020 January 13, 2020 February 25, 2020 $ 0.128125 March 5, 2020 January 13, 2020 March 25, 2020 $ 0.128125 April 3, 2020 April 14, 2020 April 24, 2020 $ 0.128125 May 5, 2020 May 9, 2020 May 22, 2020 $ 0.128125 June 5, 2020 May 9, 2020 June 25, 2020 $ 0.128125 July 2, 2020 (1) Shares of newly issued Series T Preferred Stock that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series T Preferred Stock was outstanding. A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that the Company will continue to declare dividends or at this rate. Holders of OP Units and LTIP Units are entitled to receive "distribution equivalents" at the same time as dividends are paid to holders of the Company's Class A common stock. The Company has a dividend reinvestment plan that allows for participating stockholders to have their Class A common stock dividend distributions automatically invested in additional Class A common shares based on the average price of the Class A common shares on the investment date. The Company plans to issue Class A common shares to cover shares required for investment. Distributions declared and paid for the six months ended June 30, 2020 were as follows (amounts in thousands): Distributions 2020 Declared Paid First Quarter Class A Common Stock $ 3,901 $ 3,816 Class C Common Stock 12 12 Series A Preferred Stock 2,950 2,950 Series B Preferred Stock 7,848 7,867 Series C Preferred Stock 1,107 1,107 Series D Preferred Stock 1,269 1,269 Series T Preferred Stock 373 130 OP Units 1,037 1,037 LTIP Units 554 347 Total first quarter 2020 $ 19,051 $ 18,535 Second Quarter Class A Common Stock $ 3,995 $ 3,902 Class C Common Stock 12 12 Series A Preferred Stock 2,880 2,950 Series B Preferred Stock 7,766 7,779 Series C Preferred Stock 1,103 1,107 Series D Preferred Stock 1,245 1,269 Series T Preferred Stock 1,243 1,000 OP Units 1,026 1,038 LTIP Units 635 407 Total second quarter 2020 $ 19,905 $ 19,464 Total $ 38,956 $ 37,999 |