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Stockholders' Equity and Redeemable Preferred Stock
3 Months Ended
Mar. 31, 2021
Stockholders' Equity and Redeemable Preferred Stock  
Stockholders' Equity and Redeemable Preferred Stock

Note 12 – Stockholders’ Equity and Redeemable Preferred Stock

Net Income (Loss) Per Common Share

Basic net income (loss) per common share is computed by dividing net income (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 income (loss) per common share is computed by dividing net income (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 income (loss) attributable to common stockholders is computed by adjusting net income (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 income (loss) per common share (amounts in thousands, except share and per share amounts):

Three Months Ended

March 31, 

    

2021

    

2020

Net income (loss) attributable to common stockholders

$

23,581

$

(16,493)

Dividends on restricted stock and LTIP Units expected to vest

 

(382)

 

(325)

Basic net income (loss) attributable to common stockholders

$

23,199

$

(16,818)

Weighted average common shares outstanding (1)

 

23,089,364

 

24,087,811

Potential dilutive shares (2)

 

198,725

 

Weighted average common shares outstanding and potential dilutive shares (1)

 

23,288,089

 

24,087,811

Net income (loss) per common share, basic

$

1.00

$

(0.70)

Net income (loss) per common share, diluted

$

1.00

$

(0.70)

(1)Amounts relate to shares of the Company’s Class A and Class C common stock outstanding.
(2)For the three months ended March 31, 2021, the following are included in the diluted shares calculation: a) Warrants outstanding from issuances in conjunction with the Company’s Series B Preferred Stock offerings that are potentially exercisable for 97,416 shares of Class A common stock, and b) potential vesting of restricted stock to employees for 101,309 shares of Class A common stock.

For the three months ended March 31, 2020, the following are excluded from the diluted shares calculation 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 11,058 shares of Class A common stock, and b) potential vesting of restricted stock to employees for 45,572 shares of Class A common stock.

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.

Series T Redeemable Preferred Stock Offering

During the three months ended March 31, 2021, the Company issued 3,918,433 shares of Series T Preferred Stock under its continuous registered Series T Preferred Offering with net proceeds of approximately $88.2 million after commissions, dealer manager fees and discounts of approximately $9.8 million, along with 11,621 shares issued under the dividend reinvestment plan with total proceeds of $0.3 million. During the life of the Series T Preferred Offering, the Company has issued a total of 13,654,383 shares of Series T Preferred Stock for net proceeds of approximately $307.2 million after commissions, dealer manager fees and discounts. During the three months ended March 31, 2021, the Company, at the request of holders, redeemed 25,629 shares of Series T Preferred Stock through the issuance of 56,157 shares of Class A common stock and redeemed 51 shares of Series T Preferred Stock in cash.

Series B Redeemable Preferred Stock

During the three months ended March 31, 2021, the Company, at the request of holders, redeemed 1,379 shares of Series B Preferred Stock through the issuance of 116,475 shares of Class A common stock and redeemed 20 shares of Series B Preferred Stock in cash. In November 2019, the Company began initiating redemptions of Series B Preferred Stock, and during the three months ended March 31, 2021, redemptions initiated by the Company resulted in 71,156 shares of Series B Preferred Stock redeemed through the issuance of 6,401,792 shares of Class A common stock.

As of March 31, 2021, the Company had 496,313 outstanding Warrants from its offering of Series B Preferred Stock. The Warrants are exercisable by the holder at an exercise price of 120% of the market price per share of Class A common stock on the date of issuance of such Warrant, with a minimum exercise price of $10.00 per share. The market price per share of our Class A common stock was determined using the volume weighted average price per share of our Class A common stock for the 20 trading days prior to the date of issuance of such Warrant, subject to the minimum exercise price of $10.00 per share (subject to adjustment). One Warrant is exercisable by holder to purchase 20 shares of Class A common stock. The Warrants are exercisable one year following the date of issuance and expire four years following the date of issuance. As of March 31, 2021, a total of 7,348 Warrants had been exercised into 70,892 shares of Class A common stock. The outstanding Warrants have exercise prices ranging from $10.00 to $15.89 per share.

At-the-Market Offerings

In September 2019, the Company and its Operating Partnership entered into an At Market Issuance Sales Agreement 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 “Class A Common Stock ATM Offering”). The Company did not issue any shares through the Class A Common Stock ATM Offering during the first quarter 2021. During the life of the Class A Common Stock ATM Offering, the Company has issued a total of 621,110 shares at a weighted average price of $12.01 per share with net proceeds of $7.3 million.

Stock Repurchase Plans

In October 2020, the Board authorized new stock repurchase plans for the repurchase, from time to time, of up to an aggregate of $75 million in shares of the Company’s Class A common stock, 8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”), 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series C Preferred Stock”), and/or 7.125% Series D Cumulative Preferred Stock, $0.01 par value per share (“Series D Preferred Stock”) to be conducted in accordance with Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On February 9, 2021, the Board authorized the modification of the stock repurchase plans to increase the maximum repurchase amount from an aggregate of $75 million in shares to an aggregate of $150 million in shares of Class A common stock, Series C Preferred Stock, and/or Series D Preferred Stock. The repurchase plans will terminate at the close of the NYSE American trading day on which the Company files its Form 10-Q with the SEC for the quarter ended September 30, 2021. The extent to which the Company repurchases shares of its Class A common stock, Series C Preferred Stock, and/or Series D Preferred Stock under the repurchase plans, and the timing of any such repurchases, depends on a variety of factors including general business and market conditions and other corporate considerations. Stock repurchases under the repurchase plans may be made in the open market or through privately negotiated transactions, subject to certain price limitations and other conditions established under the plans. Open market repurchases will be structured to occur in conformity with the method, timing, price and volume requirements of Rule 10b-18 of the Exchange Act.

During the three months ended March 31, 2021, the Company repurchased 3,557,562 shares of Class A common stock for a total purchase price of approximately $40.7 million. Under the current repurchase plans, the total purchase price of shares repurchased by the Company is approximately $59.7 million, and as of March 31, 2021, the value of shares that may yet be repurchased under the repurchase plans is $90.3 million.

Redemption of 8.250% Series A Cumulative Redeemable Preferred Stock

On February 26, 2021, the Company redeemed all 2,201,547 outstanding shares of its Series A Preferred Stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, and including, the date of redemption in an amount equal to $0.320833 per share, for a total payment of $25.320833 per share, in cash.

Operating Partnership and Long-Term Incentive Plan Units

As of March 31, 2021, limited partners other than the Company owned approximately 31.01% of the common units of the Operating Partnership (6,310,126 OP Units, or 17.28%, is held by OP Unit holders, and 5,013,420 LTIP Units, or 13.73%, is held by LTIP Unit holders, including 6.09% which are not vested at March 31, 2021). 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, 2021, the Company granted 277,001 time-based LTIP Units and 554,003 performance-based LTIP Units to various executive officers under the Fourth Amended 2014 Incentive Plans pursuant to the executive officers’ employment and service agreements. The time-based LTIP Units vest over three years, while the performance-based LTIP Units are subject to a three-year performance period and will thereafter vest upon successful achievement of performance-based conditions. All such LTIP Unit grants require continuous employment for vesting.

In addition, on January 1, 2021, the Company granted 7,381 LTIP Units pursuant to the Fourth 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 $0.4 million immediately based on the fair value at the date of grant.

The Company recognizes compensation expense ratably over the requisite service periods for time-based LTIP Units based on the fair value at the date of grant; thus, the Company recognized compensation expense of approximately $1.0 million and $0.9 million during the three months ended March 31, 2021 and 2020, 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 performance-based LTIP Units; thus, the Company recognized approximately $0.8 million and $0.9 million during the three months ended March 31, 2021 and 2020, respectively.

As of March 31, 2021, there was $11.7 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 2.2 years.

Restricted Stock Grants

In April 2019 and 2020, the Company provided restricted stock grants (“RSGs”) to employees under the Incentive Plans. Such RSGs will vest in three equal installments on each anniversary of the date of grant. The RSGs provided in 2019 and 2020 were comprised of an aggregate of 179,748 shares of Class A common stock with a total fair value of $1.4 million. The Company recognized compensation expense of approximately $0.1 million and $0.1 million during the three months ended March 31, 2021 and 2020, respectively. The remaining compensation expense of $0.2 million is expected to be recognized over the remaining 1.6 years.

Distributions

    

Payable to

    

    

stockholders

Date

Declaration Date

    

of record as of

    

Amount

    

Paid or Payable

Class A Common Stock

 

  

 

  

 

  

December 11, 2020

 

December 24, 2020

$

0.162500

 

January 5, 2021

March 12, 2021

 

March 25, 2021

$

0.162500

 

April 5, 2021

Class C Common Stock

 

  

 

  

 

  

December 11, 2020

 

December 24, 2020

$

0.162500

 

January 5, 2021

March 12, 2021

 

March 25, 2021

$

0.162500

 

April 5, 2021

Series A Preferred Stock

 

  

 

  

 

  

December 11, 2020

 

December 24, 2020

$

0.515625

 

January 5, 2021

January 27, 2021 (1)

 

February 26, 2021

$

0.320833

 

February 26, 2021

Series B Preferred Stock

 

  

 

  

 

  

October 9, 2020

 

December 24, 2020

$

5.00

 

January 5, 2021

January 13, 2021

 

January 25, 2021

$

5.00

 

February 5, 2021

January 13, 2021

 

February 25, 2021

$

5.00

 

March 5, 2021

January 13, 2021

 

March 25, 2021

$

5.00

 

April 5, 2021

Series C Preferred Stock

 

  

 

  

 

  

December 11, 2020

 

December 24, 2020

$

0.4765625

 

January 5, 2021

March 12, 2021

 

March 25, 2021

$

0.4765625

 

April 5, 2021

Series D Preferred Stock

 

  

 

  

 

  

December 11, 2020

 

December 24, 2020

$

0.4453125

 

January 5, 2021

March 12, 2021

 

March 25, 2021

$

0.4453125

 

April 5, 2021

Series T Preferred Stock (2)

 

  

 

  

 

  

October 9, 2020

December 24, 2020

$

0.128125

January 5, 2021

January 13, 2021

January 25, 2021

$

0.128125

February 5, 2021

January 13, 2021

February 25, 2021

$

0.128125

March 5, 2021

January 13, 2021

March 25, 2021

$

0.128125

April 5, 2021

(1)The dividend was paid on the date indicated to stockholders in conjunction with the redemption of shares of Series A Preferred Stock.
(2)Shares of newly issued Series T Preferred Stock that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series T Preferred Stock was outstanding.

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 shares of Class A common stock based on the average price of the Class A

common stock on the investment date. The Company plans to issue shares of Class A common stock to cover shares required for investment.

The Company also has a dividend reinvestment plan that allows for participating stockholders to have their Series T Preferred Stock dividend distributions automatically reinvested in additional shares of Series T Preferred Stock at a price of $25.00 per share. The Company plans to issue shares of Series T Preferred Stock to cover shares required for investment.

Distributions declared and paid for the three months ended March 31, 2021 were as follows (amounts in thousands):

Distributions

2021

    

Declared

    

Paid

First Quarter

 

  

 

  

Class A Common Stock

$

3,943

$

3,630

Class C Common Stock

 

12

 

12

Series A Preferred Stock

 

706

 

1,842

Series B Preferred Stock

 

7,089

 

7,400

Series C Preferred Stock

 

1,094

 

1,094

Series D Preferred Stock

 

1,235

 

1,235

Series T Preferred Stock

4,493

4,049

OP Units

 

1,027

 

1,027

LTIP Units

 

814

 

510

Total first quarter 2021

$

20,413

$

20,799