Common Stock and Operating Partnership Units
On February 1, 2019, allClass B-3 common stock converted to Class A common stock. As of February 26, 2019, the Company had approximately 127.8 million shares of Class A common stock outstanding and the Company’s operating partnership had approximately 3.1 million operating partnership units (“OP units”) outstanding held by members other than the Company or its subsidiaries.
Dividend
The Company’s Board of Directors declared a monthly cash dividend of $0.145 per share of Class A andClass B-3 common stock (the “common stock”) (i) for the monthly period ended October 31, 2018, which was paid on November 9, 2018, to stockholders of record on October 31, 2018, (ii) for the monthly period ended November 30, 2018, which was paid on December 10, 2018, to stockholders of record on November 30, 2018, and (iii) for the monthly period ended December 31, 2018, which was paid on January 10, 2019, to stockholders of record on December 31, 2018.
Subsequent to the end of the fourth quarter, the Company’s Board of Directors declared a monthly cash dividend of $0.145 per share of common stock (i) for the monthly period ended January 31, 2019, which was paid on February 11, 2019, to stockholders of record on January 31, 2019, and (ii) for the monthly period ended February 28, 2019, which will be paid on March 11, 2019, to stockholders of record on February 28, 2019.
Common Stock Repurchase Plan
The Company’s Board of Directors have authorized a stock repurchase program, under which the Company may repurchase up to $300 million of its outstanding Class A common stock until March 31, 2020 (the “Stock Repurchase Program”), replacing the Company’s prior stock repurchase program announced in February 2018. Under the Stock Repurchase Program, the Company may repurchase shares in open market purchases, in privately negotiated transactions or otherwise. The Stock Repurchase Program will be utilized at management’s discretion and in accordance with the requirements of the Securities and Exchange Commission. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements and other conditions.
Non-GAAP Financial Measures and Definitions
Core Earnings
We present Core Earnings, which is anon-GAAP supplemental financial measure of our performance. We believe that Core Earnings provides meaningful information to consider in addition to our net income and cash flow from operating activities determined in accordance with U.S. GAAP. This supplemental financial measure helps us to evaluate our performance excluding the effects of certain transactions and U.S GAAP adjustments that we believe are not necessarily indicative of our current portfolio and operations. We also use Core Earnings to determine the incentive fees we pay to our Manager. For information on the fees we pay our Manager, see Note 11, “Related Party Arrangements” to our consolidated financial statements included in Form10-K. In addition, we believe that our investors also use Core Earnings or a comparable supplemental performance measure to evaluate and compare the performance of us and our peers, and as such, we believe that the disclosure of Core Earnings is useful to our investors.
We define Core Earnings as U.S. GAAP net income (loss) attributable to our common stockholders (or, without duplication, the owners of the common equity of our direct subsidiaries, such as our OP) and excluding(i) non-cash equity compensation expense, (ii) the expenses incurred in connection with our formation, (iii) the incentive fee, (iv) acquisition costs from successful acquisitions, (v) depreciation and amortization, (vi) any unrealized gains or losses or other similarnon-cash items that are included in net income for the current quarter, regardless of whether such items are included in other comprehensive income or loss, or in net income,(vii) one-time events pursuant to changes in U.S. GAAP and (viii) certain materialnon-cash income or expense items that in the judgment of management should not be included in Core Earnings. For clauses (vii) and (viii), such exclusions shall only be applied after discussions between our Manager and our independent directors and after approval by a majority of our independent directors. Core Earnings reflects adjustments to U.S. GAAP net income to exclude impairment of real estate and provision for loan losses. Such impairment and losses may ultimately be realized, in part or full, upon a sale or monetization of the related investments and such realized losses would be reflected in Core Earnings.
