Equity | NOTE 13 - EQUITY Preferred Stock The Company’s charter authorizes the Company to issue 10.0 million shares of its $ 0.01 par value preferred stock. As of September 30, 2021 and December 31, 2020 , no shares of preferred stock were issued and outstanding. Common Stock As of September 30, 2021 , the Company had an aggregate 165.6 million shares of its $ 0.01 par value common stock outstanding including 1.1 million of unvested restricted shares. In accordance with the Company’s distribution reinvestment plan (“DRP”), participants in the DRP acquire shares of common stock under the plan at a price equal to 95% of the current estimated value per share of common stock. Commencing on March 31, 2021, participants acquired shares of the Company’s common stock under the plan at a price equal to $ 8.61 per share. The following table summarizes the activity (dollars in thousands): Shares Gross Shares issued through private offering 1,279,227 $ 12,737 Shares issued through primary public offering 129,923,354 1,289,845 Shares issued through stock distributions 2,406,986 — Shares issued through distribution reinvestment plan 28,728,077 276,812 Restricted shares issued to employees 1,370,952 — Shares issued through conversion of common OP units 7,539,738 — Shares issued in conjunction with the Merger 14,724,323 — Total 185,972,657 $ 1,579,394 Shares redeemed and retired ( 20,336,051 ) Total shares issued and outstanding as of September 30, 2021 165,636,606 Convertible Stock As of December 31, 2020, REIT I had 49,935 of $ 0.01 par value convertible stock outstanding. RAI owned 30,273 shares, affiliated and formerly affiliated persons owned 18,790 shares and outside investors owned 872 shares at December 31, 2020. The convertible stock would have converted into shares of the Company’s common stock upon the occurrence of certain events. Upon the closing of the Mergers, each share of REIT I Convertible Stock converted into the right to receive $ 0.02 in cash (without interest). As of September 30, 2021 , the Company had 50,000 shares of $ 0.01 par value convertible stock outstanding which were owned by the Company and affiliated and formerly affiliated persons. The convertible stock will convert into shares of the Company’s common stock upon the occurrence of (a) the Company having paid distributions to common stockholders that in the aggregate equal 100 % of the price at which the Company originally sold the shares plus an amount sufficient to produce a 7 % cumulative, non-compounded annual return on the shares at that price; or (b) if the Company lists its common stock on a national securities exchange and, on the 31st trading day after listing, the Company’s value based on the average trading price of its common stock since the listing, plus prior distributions, combine to meet the same 7 % return threshold. Each of these two events is a “Triggering Event.” Upon a Triggering Event, the Company's convertible stock will, unless its advisory agreement has been terminated or not renewed on account of a material breach by Resource Real Estate Opportunity Advisor II, LLC, a wholly-owned subsidiary of the Company, generally be converted into a number of shares of common stock equal to 1 / 50,000 of the quotient of: (A) the lesser of (i) 15 % of the amount, if any, by which (1) the value of the Company as of the date of the event triggering the conversion plus the total distributions paid to its stockholders through such date on the then-outstanding shares of its common stock exceeds (2) the sum of the aggregate issue price of those outstanding shares plus a 7 % cumulative, non-compounded, annual return on the issue price of those outstanding shares as of the date of the event triggering the conversion, or (B) the value of the Company divided by the number of outstanding shares of common stock, in each case, as of the date of the event triggering the conversion. As of September 30, 2021 , no Triggering Event has occurred or was probable to occur. Redemption of Securities During the nine months ended September 30, 2021, the Company redeemed shares of its outstanding common stock as follows: Period Total Number of Shares Redeemed (1) Average Price Paid per Share January 2021 136,685 $ 9.08 February 2021 — — March 2021 169,112 $ 9.08 April 2021 — — May 2021 — — June 2021 148,989 $ 9.06 July 2021 — — August 2021 — — September 2021 240,767 $ 9.06 695,553 (1) The shares redeemed in January 2021 and 1,147 of the shares redeemed in September 2021 were repurchased from employees upon vesting of restricted stock awards in order to facilitate the payment of taxes by the employees. Amended Share Redemption Program On February 3, 2021, the Board of Directors of the Company ("the Board") adopted the Fifth Amended and Restated Share Redemption Program (the “Amended SRP”) pursuant to which, subject to significant conditions and limitations of the program, stockholders of the Company can have their shares repurchased by the Company. The Amended SRP provides that redemptions will continue to be made quarterly but in an amount not to exceed proceeds from the sale of shares in the distribution reinvestment plan in the immediately preceding calendar quarter; provided that, for any quarter in which no distribution reinvestment plan proceeds are available, the funding limitation for the quarter will be set by the Board upon ten business days’ notice to stockholders. Additional changes to the share redemption program in the Amended SRP clarify the timing of redemption procedures. The effective date of any redemption (the “Redemption Date”) will be the 15 th day (or the next business day thereafter) of the last month of the calendar quarter. Redemption requests must be received by the Company no later than the last business day of the calendar month preceding the month in which the Redemption Date falls. Payment for shares redeemed will be made no later than five business days after the Redemption Date. In addition, the Amended SRP clarifies that stockholders eligible to have their shares repurchased by the Company include those who purchased their shares from REIT I or REIT III in their respective initial public offering and distribution reinvestment plans and do not include those stockholders who acquired their shares for value from another stockholder. The Amended SRP also removes any reference to the Former Advisor and its affiliates as the Company is now self-managed. The share redemption program remains partially suspended and, until the Board determines otherwise, the Company will continue to only consider redemption requests submitted in connection with a stockholder’s death, qualifying disability, or confinement to a long-term care facility (each as described in the Amended SRP and collectively, “Special Redemptions”). All other requests will not be honored or retained, but will be cancelled with the ability to resubmit when, if ever, the share redemption program is fully resumed. Distributions Paid to Common Stockholders For the nine months ended September 30, 2021 , the Company paid common stockholders aggregate distributions of $ 33.6 million includi ng $ 7.9 milli on of distributions reinvested in shares of common stock through the Company's distribution reinvestment plan and $ 25.8 mi llion of distributions paid in cash as follows (in thousands, except per share data): Record Date Per Common Distribution Date Net Cash Distribution Distributions Reinvested in Shares of Common Stock Total Aggregate Distribution March 30, 2021 $ 0.07 March 31, 2021 $ 8,539 $ 2,490 $ 11,029 June 29, 2021 0.07 June 30, 2021 8,365 2,674 11,039 September 29, 2021 0.07 September 30, 2021 8,868 2,704 11,572 $ 0.21 $ 25,772 $ 7,868 $ 33,640 Share-Based Compensation On September 8, 2020, the board of directors of REIT I adopted the Resource Real Estate Opportunity REIT, Inc. 2020 Long-Term Incentive Plan (the “2020 LTIP”). At the effective time of the REIT I Merger, the Company assumed the 2020 LTIP as amended to replace all references to REIT I to the Company. The purpose of the 2020 LTIP is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain, and reward certain eligible persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The 2020 LTIP allows for grants to the Company’s employees, consultants, and directors of stock options (non-statutory and incentive), restricted stock awards, stock appreciation rights, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards. The maximum aggregate number of shares of common stock of the Company that may be issued pursuant to awards granted under the 2020 LTIP is 3.5 million shares. In conjunction with the Self-Management Transaction in September 2020, officers and certain employees of REIT I were granted awards of restricted stock of REIT I pursuant to the 2020 LTIP in the aggregate amount of 645,526 shares. Upon the REIT I Merger, these grants converted to 790,272 shares of the Company. The fair value of the shares granted as converted upon the REIT I Merger were estimated to be $ 9.08 per share. Of the awards granted, 779,102 shares of restricted stock are performance-based awards and vested 40 %, or 311,641 shares, upon the completion of the REIT I Merger; and 60 % will vest upon the completion of an initial public offering or a future liquidity event. The remaining 11,170 shares of restricted stock granted are time-based awards and will vest ratably over a three-year period. The Company recorded compensation expense in the nine months ended September 30, 2021 related to these awards of approximately $ 3.8 million. Dividends on the performance-based awards of restricted stock will not be paid but will be accrued over the vesting period. The accrual as of September 30, 2021 was approximately $ 127,000 an d was included in Accounts payable and accrued expenses on the consolidated balance sheets. On February 17, 2021, the Compensation Committee (the “Committee”) of the Board of the Company approved performance-based long-term equity incentive awards pursuant to the 2020 LTIP. The awards were granted effective February 17, 2021 (the grant date), and the number of shares of the Company’s common stock (the “Common Stock”) underlying the awards (that is, the number of shares corresponding to the dollar amounts described below) were determined based on the most recently approved estimated value per share of the Common Stock of $ 9.08 as approved by the Board on March 19, 2020. After the actual amount of the performance-based award is determined (or earned), the earned shares will be fully vested and generally transferable. Dividends will be deemed to have accrued on all of the earned shares during the measuring period until the determination date. Such accrued dividends on earned shares will be paid to the awardee on the determination date. Thereafter, the awardee is entitled to receive dividends as declared and paid on the earned shares. The awardee will be entitled to vote the shares from the grant date. The awards were designed to align the executive officers’ interests with those of the Company’s stockholders and are a significant component of overall executive officer compensation. Employees were awarded 404,306 shares of three-year vesting restricted stock and the Company’s non-employee directors were awarded 42,980 shares of one-year vesting restricted stock during the nine months ended September 30, 2021. The following table presents the changes in unvested restricted stock for the nine months ended September 30, 2021: Performance Based Awards Weighted Average Grant Date Fair Value Time-Based Service Awards Weighted Average Grant Date Fair Value Total Awards Unvested restricted shares, beginning of period 779,102 11,170 790,272 Granted 135,045 $ 9.08 447,286 $ 9.08 582,331 Forfeited - ( 1,651 ) ( 1,651 ) Vested ( 311,641 ) ( 3,722 ) ( 315,363 ) Unvested restricted shares, end of period 602,506 453,083 1,055,589 Noncontrolling Interests Noncontrolling interests represent limited partnership interests in the Operating Partnership, or OP Units, in which the Company is the general partner. General partnership units and limited partnership units of the Operating Partnership were issued as part of the initial capitalization of the Operating Partnership. OP Units were issued as part of the Self-Management Transaction in September 2020. On September 13, 2021, the Company entered into a letter agreement with C-III and Legacy Co, pursuant to which the parties agreed to the following with respect to all outstanding operating partnership units of OP II, held by C-III and Legacy Co. C-III and Legacy Co provided their consent and waiver to the early redemption by OP II of the Series A Preferred Units at the Redemption Price (as defined in the limited partnership agreement for OP II (the “Partnership Agreement”)), plus all accrued distributions on September 14, 2021, prior to the second anniversary of the original issuance date as contemplated by the Partnership Agreement. In addition, the Company agreed to waive the two-year hold period for the exercise of the exchange right provided to C-III and Legacy Co in the Partnership Agreement with respect to their common units, and C-III and Legacy Co provided notice of exchange to OP II and the Company. In accordance with the letter agreement, on September 14, 2021, the Company redeemed 319,965 outstanding Series A Preferred Units collectively held by C-III and Legacy Co for $ 67.5 million and exchanged 7,539,737.53 common units collectively held by C-III and Legacy Co for an equivalent number of shares of common stock of the Company. Due to the redemption and conversion as described in Note 1, there are no noncontrolling interests as of September 30, 2021. Each OP Preferred Unit was entitled to a 7.00 % per annum preferred priority return on the stated value of each OP Preferred Unit commencing on the date of issuance and ending on the fifth anniversary of the date of issuance, as well as, with respect to such distribution period, the amount of distributions a holder of such OP Preferred Unit would be entitled to receive if such OP Preferred Units were treated as part of a single class of units with the Common Units with the right to participate in distributions pari passu with the Common Units (the “Preferred Return”). Investor Rights Agreement On September 8, 2020, the Company, the OP, C-III and RAI entered into an investor rights agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, C-III and RAI (or any successor holder) has the right (i) with respect to Common Units of the OP, after September 8, 2022, and (ii) with respect to OP Preferred Units, after 180 days from the date the Company lists its common stock on a national securities exchange (the “Lock-Up Expiration”), to request the Company to register for resale under the Securities Act of 1933, as amended, all or part, but not less than 50%, of the shares of the Company’s common stock issued or issuable to such holder. The Company will use commercially reasonable efforts to file a registration statement on Form S-3 within 30 days of such request and within 60 days of such request in the case of a registration statement on Form S-11 or such other appropriate form. The Company will cause such registration statement to become effective as soon as reasonably practicable thereafter. The Investor Rights Agreement also grants C-III and RAI (or any successor holder) certain “piggyback” registration rights after the Lock-Up Expiration. For the nine months ended September 30, 2021 , noncontrolling interests were approximately 4.5 % of weighted average shares outstanding prior to their conversion to common stock and/or redemption. The Company evaluates individual noncontrolling interests for the ability to recognize the noncontrolling interest as permanent equity on the consolidated balance sheets at the time such interests are issued and on a continual basis. Any noncontrolling interest that fails to qualify as permanent equity is reclassified as temporary equity and adjusted to the greater of (a) the carrying amount or (b) its redemption value as of the end of the period in which the determination is made. During the three and nine months ended September 30, 2021 , the Company redeemed the OP Preferred Units and recognized a $ 342,000 expense in the Consolidated Statement of Operations to adjust the book value to redemption value. |