Stockholders' Equity and Redeemable Preferred Stock | Note 13 – Stockholders’ Equity and Redeemable Preferred Stock Net Loss Per Common Share Basic net loss per common share is computed by dividing net 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 loss per common share is computed by dividing net 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 loss attributable to common stockholders is computed by adjusting net 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 loss per common share (amounts in thousands, except share and per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net loss attributable to common stockholders $ (10,990) $ (10,212) $ (23,083) $ (19,638) Dividends on LTIP Units expected to vest (250) (172) (485) (344) Basic net loss attributable to common stockholders $ (11,240) $ (10,384) $ (23,568) $ (19,982) Weighted average common shares outstanding (1) 22,430,619 23,800,770 22,775,203 23,971,129 Potential dilutive shares (2) — — — — Weighted average common shares outstanding and potential dilutive shares (1) 22,430,619 23,800,770 22,775,203 23,971,129 Net loss per common share, basic $ (0.50) $ (0.44) $ (1.03) $ (0.83) Net loss per common share, diluted $ (0.50) $ (0.44) $ (1.03) $ (0.83) 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 and six months ended June 30, 2019, the following are excluded from the diluted shares calculations 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 grants to employees for 11,944 and 8,726 shares of Class A common stock, respectively. Excludes no shares for the three and six months ended June 30, 2018. Series B Redeemable Preferred Stock Offering The Company issued 95,092 shares of Series B Preferred Stock under a continuous registered offering with net proceeds of approximately $85.6 million after commissions, discounts and dealer manager fees of approximately $9.5 million during the six months ended June 30, 2019. As of June 30, 2019, the Company has sold 403,370 shares of Series B Preferred Stock and 403,370 Warrants to purchase 8,067,400 shares of Class A common stock for net proceeds of approximately $363.0 million after commissions, discounts and fees. During the six months ended June 30, 2019, 1,513 Series B Preferred shares were redeemed through the issuance of 131,542 Class A common shares and 86 Series B Preferred shares were redeemed for $80,450 in cash. At-the-Market Offerings On August 8, 2016, the Company, its Operating Partnership and its former Manager entered into an At Market Issuance Sales Agreement (the “Original Sales Agreement”) with FBR Capital Markets & Co. (“FBR”). Pursuant to the Original Sales Agreement, FBR acted as distribution agent 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 “Original Class A Common Stock ATM Offering”). The Company did not commence any sales through the Original Class A Common Stock ATM Offering before it expired on January 29, 2019. Class A Common Stock Repurchase Program In February 2018, the Company authorized a stock repurchase plan to purchase up to $25 million of the Company’s outstanding shares of Class A common stock over a period of one year pursuant to a stock repurchase plan. In December 2018, the Company renewed its stock repurchase plan for a period of one year. The repurchase plan can be discontinued at any time. The extent to which the Company repurchases shares of its Class A common stock, and the timing of any such purchases, depends on a variety of factors including general business and market conditions and other corporate considerations. The Company purchased 1,255,445 shares of Class A common stock during the six months ended June 30, 2019 for a total purchase price of $13.4 million. The following table is a summary of the Class A common stock repurchase activity during the six months ended June 30, 2019: Cumulative Number of Maximum Dollar Value Total Number Weighted Shares Purchased as of Shares that May Yet of Shares Average Price Part of the Publicly Be Purchased Under Period Purchased Paid Per Share Announced Plan the Plan First quarter 2019 505,797 $ 10.01 1,560,854 $ 10,919,065 Second quarter 2019 749,648 11.13 2,310,502 2,578,184 Total 1,255,445 $ 10.68 Operating Partnership and Long-Term Incentive Plan Units As of June 30, 2019, limited partners other than the Company owned approximately 28.23% of the common units of the Operating Partnership (6,384,512 OP Units, or 20.48%, is held by OP Unit holders, and 2,414,160 LTIP Units, or 7.75%, is held by LTIP Unit holders, including 4.64% which are not vested at June 30, 2019). 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, 2018, the Company granted certain equity grants of LTIP Units of the Company’s Operating Partnership to various executive officers under the Second Amended 2014 Incentive Plans pursuant to the executive officers’ employment and service agreements as time-based LTIP Units and performance-based LTIP Units. All such grants of LTIP Units require continuous employment for vesting. Due to a limitation on the number of LTIP Units available for issuance under the Second Amended 2014 Incentive Plans, the long-term performance awards were, in aggregate, approximately 81,000 LTIP Units (the “Shortfall LTIP Units”) lower than those to which the recipients were entitled pursuant to the terms of their respective employment and service agreements, with the Company planning to issue the remaining LTIP Units at such time as such LTIP Units became available under the Incentive Plans. The time-based LTIP Units were comprised of 770,854 LTIP Units that vest over approximately five years and 160,192 LTIP Units that vest over approximately three years. The performance-based LTIP Units were comprised of 125,165 LTIP Units (the “Initial Long-Term Performance Award”), which are subject to a three-year performance period, and will vest immediately upon successful achievement of performance-based conditions. Performance criteria are primarily based on a mixture of objective internal achievement goals and relative performance against its industry peers, with a minimum, threshold, and maximum performance standard for performance criteria. After the determination of the achievement of the performance criteria, any performance-based LTIP Units that were awarded but do not vest will be canceled. In addition, on January 1, 2018, the Company granted 6,263 LTIP Units under the Second Amended 2014 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 $0.2 million immediately based on the fair value at the date of grant. On September 28, 2018, the Company’s stockholders approved the amendment and restatement of each of the Second Amended 2014 Individuals Plan (the “Third Amended 2014 Individuals Plan”) and the Second Amended 2014 Entities Plan (the “Third Amended 2014 Entities Plan”, and together with the Third Amended 2014 Individuals Plan, the “Third Amended 2014 Incentive Plans,” and together with the Second Amended 2014 Incentive Plans, the “Incentive Plans”). The Third Amended 2014 Incentive Plans, which superseded and replaced in their entirety the Second Amended 2014 Incentive Plans, allow for the issuance of up to an aggregate of 2,250,000 additional shares of Class A common stock. The Third Amended 2014 Incentive Plans provide for the grant of options to purchase shares of the Company’s common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards. On October 4, 2018, the Company granted an aggregate of 80,798 Shortfall LTIP Units to the executive officers pursuant to their employment and service agreements. The Shortfall LTIP Units vest over a period of three years from the date of grant of each Initial Long-Term Performance Award, followed by immediate vesting based on successful achievement of the performance conditions. In addition, on October 4, 2018, the Company granted 3,165 LTIP Units pursuant to the Third Amended 2014 Incentive Plans to the newly appointed independent member of the Board in payment of the prorated portion of her annual retainer. Such LTIP Units were fully vested upon issuance and the Company recognized expense of $0.03 million immediately based on the fair value at the date of grant. On January 1, 2019, the Company granted certain equity grants of LTIP Units to various executive officers under the Third Amended 2014 Incentive Plans pursuant to the executive officers’ employment and 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 196,023 LTIP Units that vest over approximately three years. The performance-based LTIP Units were comprised of 294,031 LTIP Units, which are subject to a three-year performance period and will vest immediately upon successful achievement of performance-based conditions. On April 1, 2019, the Company appointed a new executive officer. On June 25, 2019, the Company, under the Third Amended 2014 Incentive Plans pursuant to the executive officer's employment agreement, granted certain equity grants of LTIP Units as time-based LTIP Units and performance-based LTIP Units to the executive officer. The time-based LTIP Units were comprised of 10,518 LTIP Units and have a similar vesting period to those granted to the other executive officers. The performance-based LTIP Units were comprised of 15,776 LTIP Units, which are subject to a similar performance period to those granted to the other executive officers and will vest immediately upon successful achievement of performance-based conditions. The Company recognizes compensation expense ratably over the requisite service periods for the time-based LTIP Units based on the fair value at the date of grant; thus, the Company recognized compensation expense of approximately $0.9 million and $1.2 million, and $1.8 million and $2.3 million, during the three and six months ended June 30, 2019 and 2018, 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 the performance-based LTIP Units; thus, the Company recognized approximately $0.4 million and $0.1 million, and $0.8 million and $0.2 million, during the three and six months ended June 30, 2019 and 2018, respectively. In addition, on January 1, 2019, the Company granted 6,836 LTIP Units pursuant to the Third Amended 2014 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 $0.2 million immediately based on the fair value at the date of grant. As of June 30, 2019, there was $8.4 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 2.6 years. Restricted Stock Grants On April 1, 2019, the Company provided restricted stock grants ("RSGs") to employees under the Incentive Plans. The RSGs vest in three equal consecutive one-year tranches from the date of grant. The RSGs were comprised of 90,694 shares of Class A common stock with a fair value of $10.65 per RSG and a total fair value of $1.0 million. The compensation cost of approximately $0.1 million has been recognized for the six months ended June 30, 2019. The remaining compensation cost is expected to be recognized over the remaining 2.75 years. Distributions Payable to stockholders Declaration Date of record as of Amount Date Paid or Payable Class A Common Stock December 7, 2018 December 24, 2018 $ 0.162500 January 4, 2019 March 8, 2019 March 25, 2019 $ 0.162500 April 5, 2019 June 7, 2019 June 25, 2019 $ 0.162500 July 5, 2019 Class C Common Stock December 7, 2018 December 24, 2018 $ 0.162500 January 4, 2019 March 8, 2019 March 25, 2019 $ 0.162500 April 5, 2019 June 7, 2019 June 25, 2019 $ 0.162500 July 5, 2019 Series A Preferred Stock December 7, 2018 December 24, 2018 $ 0.515625 January 4, 2019 March 8, 2019 March 25, 2019 $ 0.515625 April 5, 2019 June 7, 2019 June 25, 2019 $ 0.515625 July 5, 2019 Series B Preferred Stock October 12, 2018 December 24, 2018 $ 5.00 January 4, 2019 January 11, 2019 January 25, 2019 $ 5.00 February 5, 2019 January 11, 2019 February 25, 2019 $ 5.00 March 5, 2019 January 11, 2019 March 25, 2019 $ 5.00 April 5, 2019 April 12, 2019 April 25, 2019 $ 5.00 May 3, 2019 April 12, 2019 May 24, 2019 $ 5.00 June 5, 2019 April 12, 2019 June 25, 2019 $ 5.00 July 5, 2019 Series C Preferred Stock December 7, 2018 December 24, 2018 $ 0.4765625 January 4, 2019 March 8, 2019 March 25, 2019 $ 0.4765625 April 5, 2019 June 7, 2019 June 25, 2019 $ 0.4765625 July 5, 2019 Series D Preferred Stock December 7, 2018 December 24, 2018 $ 0.4453125 January 4, 2019 March 8, 2019 March 25, 2019 $ 0.4453125 April 5, 2019 June 7, 2019 June 25, 2019 $ 0.4453125 July 5, 2019 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, 2019 were as follows (amounts in thousands): Distributions 2019 Declared Paid First Quarter Class A Common Stock $ 3,727 $ 3,820 Class C Common Stock 12 12 Series A Preferred Stock 2,950 2,950 Series B Preferred Stock 5,058 4,842 Series C Preferred Stock 1,107 1,107 Series D Preferred Stock 1,269 1,269 OP Units 1,038 1,038 LTIP Units 383 262 Total first quarter 2019 $ 15,544 $ 15,300 Second Quarter Class A Common Stock $ 3,623 $ 3,726 Class C Common Stock 12 12 Series A Preferred Stock 2,950 2,950 Series B Preferred Stock 5,693 5,443 Series C Preferred Stock 1,107 1,107 Series D Preferred Stock 1,269 1,269 OP Units 1,038 1,058 LTIP Units 392 309 Total second quarter 2019 $ 16,084 $ 15,874 Total $ 31,628 $ 31,174 |