Equity

9 Months Ended

Sep. 30, 2022

Equity

Equity

Note 15 — Equity

Preferred Stock. In the first quarter of 2022, we completed a public offering of an additional 3,292,000 shares of 6.25% Series F fixed-to-floating rate cumulative redeemable preferred stock generating net proceeds of $77.1 million after deducting the underwriting discount and other offering expenses. The additional shares issued have the same terms as the original issuance completed in October 2021.

Common Stock. During the nine months ended September 30, 2022, we sold 12,150,788 shares of our common stock for net proceeds of $ 188.9 million through an “At-The-Market” equity offering sales agreement.

In the first quarter of 2022, we completed a public offering of 7,475,000 shares of our common stock (including the full exercise of the overallotment) for $16.57 per share and received net proceeds of $123.7 million after deducting the underwriter’s discount and other offering expenses.

The proceeds from the offerings above were used to make investments related to our business and for general corporate purposes.

Noncontrolling Interest. Noncontrolling interest relates to the operating partnership units (“OP Units”) issued to satisfy a portion of the purchase price in connection with the acquisition of the agency platform of ACM in 2016 (the “Acquisition”). Each of these OP Units are paired with one share of our special voting preferred shares having a par value of $0.01 per share and is entitled to one vote each on any matter submitted for stockholder approval. The OP Units are entitled to receive distributions if and when our Board of Directors authorizes and declares common stock distributions. The OP Units are also redeemable for cash, or at our option, for shares of our common stock on a one-for-one basis. At September 30, 2022, there were 16,293,589 OP Units outstanding, which represented 8.7% of the voting power of our outstanding stock.

Distributions. Dividends declared (on a per share basis) during the nine months ended September 30, 2022 are as follows:

Common Stock			Preferred Stock
				Dividend
Declaration Date	Dividend		Declaration Date	Series D		Series E		Series F
February 16, 2022	$	0.37	January 3, 2022	$	0.3984375	$	0.390625	$	0.46875
May 4, 2022	$	0.38	April 1, 2022	$	0.3984375	$	0.390625	$	0.390625
July 27, 2022	$	0.39	July 1, 2022	$	0.3984375	$	0.390625	$	0.390625

Common Stock – On November 2, 2022, the Board of Directors declared a cash dividend of $0.40 per share of common stock. The dividend is payable on November 30, 2022 to common stockholders of record as of the close of business on November 18, 2022.

Preferred Stock – On September 30, 2022, the Board of Directors declared cash dividends of $0.3984375 per share of Series D preferred stock and $0.390625 per share of both Series E and Series F preferred stock. These amounts reflect dividends from July 30, 2022 through October 29, 2022 and are payable on October 31, 2022 to preferred stockholders of record on October 15, 2022.

Deferred Compensation. During 2022, we issued 652,596 shares of restricted common stock to our employees and Board of Directors under the 2020 Amended Omnibus Stock Incentive Plan (the “2020 Plan”) with a total grant date fair value of $11.1 million, of which: (1) 232,899 shares with a grant date fair value of $4.0 million were fully vested on the grant date; (2) 217,840 shares with a grant date fair value of $3.7 million will vest in 2023; (3) 181,968 shares with a grant date fair value of $3.1 million will vest in 2024; (4) 9,951 shares with a grant date fair value of $0.2 million will vest in 2025; and (5) 9,938 shares with a grant date fair value of $0.2 million will vest in 2026. We also issued 25,012 fully vested restricted stock units (“RSUs”) with a grant date fair value of $0.4 million to certain members of our Board of Directors and 189,873 RSUs with a grant date fair value of $3.3 million that vest in full in the first quarter of 2025 to our chief executive officer. The individuals decided to defer the receipt of the common stock, to which the RSUs are converted into, to a future date.

During the first and third quarters of 2022, 381,503 shares of performance-based restricted stock units and 246,508 shares of restricted common stock, respectively, previously granted to our chief executive officer, fully vested and were net settled for 186,772 and 120,665 common shares, respectively.

During 2022, we withheld 162,785 shares from the net settlement of restricted common stock by employees for payment of withholding taxes on shares that vested.

Earnings Per Share (“EPS”). Basic EPS is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period inclusive of unvested restricted stock with full dividend participation rights. Diluted EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding, plus the additional dilutive effect of common stock equivalents during each period. Our common stock equivalents include the weighted average dilutive effect of restricted stock units granted to our chief executive officer, OP Units and convertible senior unsecured notes.

A reconciliation of the numerator and denominator of our basic and diluted EPS computations ($ in thousands, except share and per share data) is as follows:

	Three Months Ended September 30,
	2022				2021
	Basic		Diluted		Basic		Diluted
Net income attributable to common stockholders (1)	$	62,710	$	62,710	$	72,804	$	72,804
Net income attributable to noncontrolling interest (2)		—		6,002		—		8,347
Interest expense on convertible notes (3)		—		5,797		—		—
Net income attributable to common stockholders and noncontrolling interest	$	62,710	$	74,509	$	72,804	$	81,151
Weighted average shares outstanding		170,227,553		170,227,553		142,624,300		142,624,300
Dilutive effect of OP Units (2)		—		16,293,589		—		16,351,643
Dilutive effect of restricted stock units (4)		—		528,475		—		940,045
Dilutive effect of convertible notes (3)		—		18,815,399		—		354,917
Weighted average shares outstanding		170,227,553		205,865,016		142,624,300		160,270,905
Net income per common share (1)	$	0.37	$	0.36	$	0.51	$	0.51

	Nine Months Ended September 30,
	2022				2021
Net income attributable to common stockholders (1)	$	196,678	$	196,678	$	211,409	$	211,409
Net income attributable to noncontrolling interest (2)		—		19,811		—		26,806
Interest expense on convertible notes (3)		—		13,786		—		—
Net income attributable to common stockholders and noncontrolling interest	$	196,678	$	230,275	$	211,409	$	238,215
Weighted average shares outstanding		162,292,235		162,292,235		134,437,663		134,437,663
Dilutive effect of OP Units (2)		—		16,308,361		—		16,985,073
Dilutive effect of restricted stock units (4)		—		558,216		—		927,542
Dilutive effect of convertible notes (3)		—		16,370,528		—		341,183
Weighted average shares outstanding		162,292,235		195,529,340		134,437,663		152,691,461
Net income per common share (1)	$	1.21	$	1.18	$	1.57	$	1.56

(1) Net of preferred stock dividends.

(2) We consider OP Units to be common stock equivalents as the holders have voting rights, the right to distributions and the right to redeem the OP Units for the cash value of a corresponding number of shares of common stock or a corresponding number of shares of common stock, at our election.

(3) Beginning January 1, 2022, the effective date we adopted ASU 2020-06, we started utilizing the if-converted method of calculating EPS to reflect the impact of our convertible senior notes. For 2021, the convertible senior unsecured notes impacted diluted EPS if the average price of our common stock exceeded the conversion price, as calculated in accordance with the terms of the indenture. See Note 2 for details.

(4) Our chief executive officer was granted restricted stock units during 2019 and 2020, which vest at the end of a four-year performance period based upon our achievement of total stockholder return objectives.