REDEEMABLE PREFERRED STOCK, EQUITY AND EARNINGS PER COMMON SHARE | REDEEMABLE PREFERRED STOCK, EQUITY AND EARNINGS PER COMMON SHARE Redeemable Preferred Stock On December 31, 2018, we issued 400,000 shares of our Series A Redeemable Preferred Stock, of which 200,000 shares are outstanding as of June 30, 2021, to the private equity firm that formerly externally managed us (the “Former Manager”). The Redeemable Preferred Stock are non-voting and have a $100 liquidation preference. Holders of the Redeemable Preferred Stock are entitled to cumulative cash dividends at a rate per annum of 6.00% on the liquidation preference amount plus all accumulated and unpaid dividends. The Redeemable Preferred Stock is subject to certain terms and conditions. We may redeem, at any time, all but not less than all of the shares of Redeemable Preferred Stock for cash at a price equal to the liquidation preference amount of the Redeemable Preferred Stock plus all accumulated and unpaid dividends thereon (the “Redemption Price”). On or after December 31, 2021, the holders of a majority of the then outstanding shares of Redeemable Preferred Stock will have the right to require us to redeem all or any portion of the outstanding shares of Redeemable Preferred Stock, in each case, for cash at the Redemption Price. Due to the ability of the holders to require us to redeem the outstanding shares, the Redeemable Preferred Stock, which was initially recorded at a fair value of $40 million, is excluded from Equity and presented separately on the face of our Consolidated Balance Sheets. The carrying value of the Redeemable Preferred Stock is increased by the accumulated and unpaid dividends, and reduced by redemptions and dividend payments. Accrued dividends are treated as deductions in the calculation of net income (loss) applicable to common stockholders. The following table is a rollforward of our Redeemable Preferred Stock for the six months ended June 30, 2021: Balance as of December 31, 2020 $ 20,253 Accrued dividend 595 Paid dividend (598) Balance as of June 30, 2021 $ 20,250 Equity and Dividends Return of Capital Adjustment In January 2021, strike prices for outstanding options as of December 31, 2020 were reduced by $0.33 (the “2020 ROC Adjustment”), reflecting the portion of our 2020 dividends which were deemed return of capital pursuant to the terms of the Plan. In addition, 20,289 additional options were issued to the Former Manager, in order to maintain the intrinsic value of an option grant with a strike price below the 2020 ROC Adjustment. At-the-Market Equity Program On February 26, 2021, we established an at-the-market equity offering program through which we may issue and sell, from time to time, up to an aggregate of $100 million of our common stock. Sales of our common stock, if any, may be offered and sold in accordance with the Company’s instructions pursuant to a Distribution Agreement, dated February 26, 2021, between New Senior and a consortium of banks acting as sales agents. During the six months ended June 30, 2021, we did not issue any shares under the Distribution Agreement. Pursuant to the Merger Agreement, we agreed that we would not issue equity securities, including under the ATM Program, subject to certain limited exceptions described in the Merger Agreement. Earnings per Common Share Basic EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted EPS is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding plus the additional dilutive effect, if any, of common stock equivalents during each period. Our common stock equivalents are our outstanding stock options and equity-based compensation awards. We have certain equity awards that contain non-forfeitable rights to dividends, which are considered participating securities for the purposes of computing EPS pursuant to the two-class method, and therefore we apply the two-class method in our computation of EPS. The two-class method is an earnings allocation methodology that determines EPS for common shares and participating securities according to dividends declared or accumulated and participating rights in undistributed earnings. During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund losses. For the three and six months ended June 30, 2021 and 2020, basic and diluted net income (loss) per share was computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. The following table sets forth the computation of basic and diluted income (loss) per share of common stock for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator Loss from continuing operations attributable to common stockholders $ (13,268) $ (3,257) $ (20,875) $ (14,903) Discontinued operations, net — — — 16,885 Net income (loss) attributable to common stockholders (13,268) (3,257) (20,875) 1,982 Less: Non-forfeitable dividends allocated to participating RSUs (32) (28) (75) (59) Net income (loss) available to common shares outstanding $ (13,300) $ (3,285) $ (20,950) $ 1,923 Denominator Basic weighted average common shares outstanding (A) 83,653,329 82,459,741 83,233,377 82,423,182 Dilutive common shares - equity awards and options (B) — — — — Diluted weighted average common shares outstanding 83,653,329 82,459,741 83,233,377 82,423,182 Basic earnings per common share: Loss from continuing operations attributable to common stockholders $ (0.16) $ (0.04) $ (0.25) $ (0.18) Discontinued operations, net — — — 0.20 Net income (loss) attributable to common stockholders $ (0.16) $ (0.04) $ (0.25) $ 0.02 Diluted earnings per common share: Loss from continuing operations attributable to common stockholders $ (0.16) $ (0.04) $ (0.25) $ (0.18) Discontinued operations, net — — — 0.20 Net income (loss) attributable to common stockholders $ (0.16) $ (0.04) $ (0.25) $ 0.02 (A) The outstanding shares used to calculate the weighted average basic shares outstanding exclude 227,462 and 454,921 restricted stock awards as of June 30, 2021 and 2020 net of forfeitures, respectively, as those shares were issued but were not vested and therefore, not considered outstanding for purposes of computing basic income (loss) per common share for the three and six months ended June 30, 2021. |