Stockholders' Equity

12 Months Ended

Dec. 31, 2018

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 13 – Stockholders’ Equity

Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders, less dividends on LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period.  Diluted net loss per common share is computed by dividing net 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 loss attributable to common stockholders is computed by adjusting net loss for the non-forfeitable dividends paid on 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: (i) Class A common stock, $0.01 par value per share, and (ii) Class C common stock, $0.01 par value per share. The Class C common stock was issued in connection with the Company’s Internalization and is entitled to participate in the Company’s dividends on a one-for-one basis with the Class A common stock. 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 loss per common share (amounts in thousands, except share and per share amounts):

	Year Ended December 31,
	2018			2017			2016
Net loss attributable to common stockholders	$	(42,759	)	$	(45,679	)	$	(18,985	)
Dividends on LTIP Units expected to vest		(674	)		—			(4	)
Basic net loss attributable to common stockholders	$	(43,433	)	$	(45,679	)	$	(18,989	)
Weighted average common shares outstanding (1)		23,845,800			25,561,673			20,805,852
Potential dilutive shares (2)		—			—			—
Weighted average common shares outstanding and potential dilutive shares (1)		23,845,800			25,561,673			20,805,852
Net loss per common share, basic	$	(1.82	)	$	(1.79	)	$	(0.91	)
Net loss per common share, diluted	$	(1.82	)	$	(1.79	)	$	(0.91	)

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 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 units would have no net impact on the determination of diluted earnings per share. 

(1) For 2018, amounts relate to shares of the Company’s Class A and Class C common stock outstanding.  For 2017, amounts relate to shares of Class A and Class C common stock and LTIP Units outstanding.  For 2016, amounts relate to shares of the Company’s Class A and B-3 common stock and LTIP Units outstanding.

(2) Excludes 194,338, 391 and 4,282 shares of common stock for the years ended December 31, 2018, 2017 and 2016, respectively, related to anti-dilutive, non-vested LTIP Units.

Follow-On Equity Offerings

On January 17, 2017, the Company completed an underwritten offering (the “January 2017 Class A Common Stock Offering”) of 4,000,000 shares of its Class A common stock, par value $0.01 per share. The offer and sale of the shares were registered with the SEC pursuant to the January 2016 Shelf Registration Statement. The public offering price of $13.15 per share was announced on January 11, 2017. Net proceeds of the January 2017 Class A Common Stock Offering were approximately $49.8 million after deducting underwriting discounts and commissions and estimated offering costs. On January 24, 2017, the Company closed on the sale of 600,000 shares of Class A common stock for proceeds of approximately $7.5 million pursuant to the underwriters’ full exercise of the overallotment option.

Series B Preferred Stock Offering

During the year ended December 31, 2018, the Company issued 123,592 shares of Series B Preferred Stock under a continuous registered offering with net proceeds of approximately $111.2 million after commissions and dealer manager fees of approximately $12.4 million. As of December 31, 2018, the Company has sold 308,278 shares of Series B Preferred Stock and 308,278 Warrants to purchase 6,165,560 shares of Class A common stock for net proceeds of approximately $277.5 million after commissions and fees. During the year ended December 31, 2018, the Company redeemed 1,564 Series B Preferred shares through the issuance of 155,978 Class A common shares and redeemed 149 Series B Preferred shares for $135,700 in cash.

At-the-Market Offerings

On August 8, 2016, the Company, its Operating Partnership and its Manager entered into an At Market Issuance Sales Agreement (the “Class A Sales Agreement”) with FBR Capital Markets & Co. (“FBR”). Pursuant to the Class A Sales Agreement, FBR will act as distribution agent 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 has not commenced any sales through the Class A Common Stock ATM Offering. The Class A Common Stock ATM Offering expires January 29, 2019.

Class A common stock repurchase program

In February 2018, the Company authorized the repurchase of up to $25 million of the Company’s outstanding shares of Class A common stock over a period of one year pursuant to a stock repurchase plan. In December 2018, we renewed the stock repurchase plan for a period of one year and announced a new plan for the repurchase of up to $5.0 million of the outstanding shares of Class A common stock in accordance with the guidelines specified under Rule 10b5-1 of the Exchange Act, which shares will be applied against the $25 million under the original stock repurchase plan. The repurchase plan may be discontinued at any time. The extent to which the Company repurchases shares of its Class A common stock, and the timing of any such purchases, depends on a variety of factors including general business and market conditions and other corporate considerations. The Company purchased 1,055,057 shares of Class A common stock during the year ended December 31, 2018 for a total purchase price of approximately $9.0 million.

The following table is a summary of the Class A common stock repurchase activity as of December 31, 2018:

Period	Total Number of Shares Purchased		Weighted Average Price Paid Per Share		Cumulative Number of Shares Purchased as Part of the Publicly Announced Plan		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan
First quarter 2018		530,693		$7.92		530,693		$20,795,897
Second quarter 2018		107,040		$8.96		637,733		$19,837,157
Third quarter 2018		—		—		637,733		$19,837,157
Fourth quarter 2018		417,324		$9.24		1,055,057		$15,982,102

Class C Common Stock

The Class C Common Stock is equivalent in all material respects to, and ranks on parity with, the Class A Common Stock, except that each share of Class C Common Stock entitles the holder thereof to fifty (50) votes, which mirrors the aggregate number of OP Units (which are redeemable for cash or, at our sole option, for shares of our Class A Common Stock, on a one-to-one basis) and shares of Class C Common Stock issued as consideration in the Internalization. The Class C Common Stock provides its holders a right to vote that is proportionate to the outstanding non-voting economic interest in the Company attributable to such holders or their affiliates by virtue of the OP Units issued in the Internalization, as if all such OP Units were redeemed by us for shares of Class A Common Stock, but without providing any disproportionate voting rights. Shares of Class C Common Stock will only be issued (a) to the Contributors, (b) in conjunction with the issuance of OP Units as consideration in the Internalization, and (c) in a ratio of no more than one (1) share of Class C Common Stock for every forty-nine (49) OP Units so issued.

See Note 12 Related Party Transactions – Stockholders Agreement for limitations on voting rights of the Class C Common Stock.

8.250% Series A Cumulative Redeemable Preferred Stock

The Series A Preferred Stock ranks senior to common stock and on parity with the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock as to rights upon our liquidation, dissolution or winding up. The Series A Preferred Stock is entitled to priority cumulative dividends to be paid quarterly, in arrears, when, as and if authorized by the Board. Commencing October 21, 2022, the annual dividend rate will increase by 2.0% annually, up to a maximum of 14.0%, if not redeemed by the holder or not previously redeemed by the Company. Commencing on October 21, 2022, holders may, at their option, elect to have the Company redeem their shares at a redemption price of $25.00 per share, plus an amount equal to accrued but unpaid dividends, payable by the Company at its option in cash or shares of Class A common stock. The Company may not redeem the Series A Preferred Stock before October 21, 2020, except in limited circumstances related to its qualification as a REIT, complying with an asset coverage ratio or upon a change in control. After October 21, 2020, the Company can redeem for a redemption price of $25.00 per share plus any accrued and unpaid dividends.

At the date of issuance, the carrying amount of the Series A Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be increased by periodic accretions so that the carrying value will equal the redemption amount at the earliest redemption date. Such accretion is recorded as a preferred stock dividend on the Statements of Stockholders’ Equity.

Series B Redeemable Preferred Stock

The Series B Preferred Stock ranks senior to common stock and on parity with the Series A Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock as to rights upon our liquidation, dissolution or winding up. The Series B Preferred Stock is entitled to priority cumulative dividends to be paid monthly, in arrears, when, as and if authorized by the Board. Holders may, at their option, elect to have the Company redeem their shares through the first year from issuance subject to a 13% redemption fee. After year one, the redemption fee decreases to 10%, after year three it decreases to 5%, after year four it decreases to 3%, and after year five there is no redemption fee. Any redeemed shares are entitled to any accrued but unpaid dividends at the time of the redemption, payable by the Company at its option in cash or shares of Class A common stock. The Company may redeem the Series B Preferred Stock beginning two years from the original issuance for the liquidation preference per share plus any accrued and unpaid dividends in either cash or shares of Class A common stock, based on the volume weighted average price for the Class A common shares for the 20 trading days prior to the redemption.

At the date of issuance, the carrying amount of the Series B Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be increased by periodic accretions so that the carrying value will equal the redemption amount at the earliest redemption date. Such accretion is recorded as a preferred stock dividend on the Statements of Stockholders’ Equity.

7.625% Series C Cumulative Redeemable Preferred Stock

The Series C Preferred Stock ranks senior to common stock and on parity with the Series A Preferred Stock, the Series B Preferred Stock and the Series D Preferred Stock as to rights upon liquidation, dissolution or winding up. The Series C Preferred Stock is entitled to priority cumulative dividends to be paid quarterly, in arrears, when, as and if authorized by the Board. Commencing July 19, 2023, the annual dividend rate will increase by 2.0% annually, up to a maximum of 14.0%, if not redeemed by the holder or not previously redeemed by the Company. Commencing on July 19, 2023, holders may, at their option, elect to have the Company redeem their shares at a redemption price of $25.00 per share, plus an amount equal to accrued but unpaid dividends, payable by the Company at its option in cash or shares of Class A common stock. The Company may not redeem the Series C Preferred Stock before July 19, 2021, except in limited circumstances related to its qualification as a REIT, complying with an asset coverage ratio or upon a change in control. After July 19, 2021, the Company can redeem for a redemption price of $25.00 per share plus any accrued and unpaid dividends.

At the date of issuance, the carrying amount of the Series C Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be increased by periodic accretions so that the carrying value will equal the redemption amount at the earliest redemption date. Such accretion is recorded as a preferred stock dividend on the Statements of Stockholders’ Equity.

7.125% Series D Cumulative Preferred Stock

The Series D Preferred Stock ranks senior to common stock and on parity with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock as to rights upon liquidation, dissolution or winding up. The Series D Preferred Stock is entitled to priority cumulative dividends to be paid quarterly, in arrears, when, as and if authorized by the Board. After October 13, 2021, the Company can redeem for a redemption price of $25.00 per share plus any accrued and unpaid dividends.

Operating Partnership and Long-Term Incentive Plan Units

On April 2, 2014, concurrently with the completion of the IPO, the Company entered into the Second Amended and Restated Agreement of Limited Partnership of its Operating Partnership, Bluerock Residential Holdings, L.P. (the “Partnership Agreement”). Pursuant to the amendment, the Company is the sole general partner of the Operating Partnership and may not be removed as general partner by the limited partners with or without cause.

The Partnership Agreement, as amended, provides, among other things, that the Operating Partnership initially has two classes of limited partnership interests: OP Units and LTIP Units. In calculating the percentage interests of the partners in the Operating Partnership, LTIP Units are treated as OP Units. In general, LTIP Units will receive the same per-unit distributions as the OP Units. Initially, each LTIP Unit will have a capital account balance of zero and, therefore, will not have full parity with OP Units with respect to any liquidating distributions. However, the Partnership Agreement, as amended provides that “book gain,” or economic appreciation, in the Company’s assets realized by the Operating Partnership as a result of the actual sale of all or substantially all of the Operating Partnership’s assets, or the revaluation of the Operating Partnership’s assets as provided by applicable U.S. Department of Treasury regulations, will be allocated first to the holders of LTIP Units until their capital account per unit is equal to the average capital account per-unit of the Company’s OP Unit holders in the Operating Partnership. The Company expects that the Operating Partnership will issue OP Units to limited partners, and the Company, in exchange for capital contributions of cash or property, will issue LTIP Units pursuant to the Company’s Incentive Plans, as defined below, to persons who provide services to the Company, including the Company’s officers, directors and employees.

As of December 31, 2018, limited partners other than the Company owned approximately 25.91% of the common units of the Operating Partnership (6,386,841 OP Units, or 20.22%, is held by OP Unit holders, and 1,796,029 LTIP Units, or 5.69%, is held by LTIP Unit holders, including 3.09% which are not vested at December 31, 2018). 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.

The Operating Partnership, in conjunction with the issuance of preferred stock by the Company, has issued preferred OP Units which provide for similar rights as for each class of preferred stock.

Equity Incentive Plans

On October 26, 2017, the Company’s stockholders approved the amendment and restatement of the Amended 2014 Individuals Plan, (the “Second Amended 2014 Individuals Plan”), and the Amended 2014 Entities Plan, (the “Second Amended 2014 Entities Plan”), and together with the Second Amended 2014 Individuals Plan (the “Second Amended 2014 Incentive Plans”). The Second Amended 2014 Incentive Plans allowed for the issuance of up to an additional 1,075,000 shares of Class A common stock. The Second Amended 2014 Incentive Plans provided for the grant of options to purchase shares of the Company’s common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards.

On September 28, 2018, the Company’s stockholders approved the amendment and restatement of each of the Second Amended 2014 Individuals Plan (the “Third Amended 2014 Individuals Plan”) and the Second Amended 2014 Entities Plan (the “Third Amended 2014 Entities Plan”, and together with the Third Amended 2014 Individuals Plan, the “Third Amended 2014 Incentive Plans,” and together with the Second Amended 2014 Incentive Plans, the “Incentive Plans”). The Third Amended 2014 Incentive Plans, which superseded and replaced in their entirety the Second Amended 2014 Incentive Plans, allow for the issuance of up to an aggregate of 2,250,000 additional shares of Class A common stock. The Third Amended 2014 Incentive Plans provide for the grant of options to purchase shares of the Company’s common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards.

A summary of the status of the Company’s non-vested shares/LTIP Units under the Incentive Plans for individuals as of December 31, 2018, 2017 and 2016, is as follows (dollars in thousands): 

Non-Vested shares/LTIP Units	Shares / LTIPs			Weighted average grant- date fair value
Balance at January 1, 2016		14,476		$	14.46
Granted		7,500			10.33
Vested		(21,317	)		12.75
Forfeited		—			—
Balance at December 31, 2016		659		$	22.75
Granted		7,500			13.34
Vested		(8,159	)		14.10
Forfeited		—			—
Balance at December 31, 2017		—		$	—
Granted		1,158,963			10.06
Vested		(183,754	)		10.10
Forfeited		—			—
Balance at December 31, 2018		975,209		$	10.05

On March 24, 2016, the Company granted a total of 7,500 shares of Class A common stock to its independent directors. The fair value of the grants was approximately $0.1 million, and the shares vested immediately. On February 14, 2017, the Company granted a total of 7,500 LTIP Units to its independent directors under the Amended 2014 Individuals Plan. The fair value of the grants was approximately $0.1 million and the LTIP Units vested immediately.

On January 1, 2018, the Company granted certain equity grants of LTIPs of the Company’s operating partnership to various executive officers under the Second Amended 2014 Incentive Plans. These awards, amounting to 1,056,211 LTIPs, were issued pursuant to the executive officers’ employment and service agreements as time-based LTIPs and performance-based LTIPs. All of these LTIP grants require continuous employment for vesting. Due to a limitation on the number of LTIP Units available for issuance under the Second Amended 2014 Incentive Plans, the long-term performance awards were, in aggregate, approximately 81,000 LTIP Units (the “Shortfall LTIP Units”) lower than those which the recipients were entitled pursuant to the terms of their respective employments agreements, with the Company planning to issue the remaining LTIP Units at such time as such LTIP Units become available under the Incentive Plans. Time-based LTIPs were issued amounting to 770,854 LTIPs that vest over approximately five years and 160,192 LTIPs that vest over approximately three years. The Company recognizes compensation expense ratably over the requisite service periods for the time-based LTIPs based on the fair value at the date of grant. Performance-based LTIPs were issued amounting to 125,165 LTIPs, are subject to a three-year performance period, and will vest immediately upon successful achievement of performance-based conditions. Performance criteria are primarily based on a mixture of objective internal achievement goals and relative performance against its industry peers, with a minimum, threshold, and maximum performance standard for performance criteria. After the determination of the achievement of the performance criteria, any performance-based LTIP Units that were awarded but do not vest will be canceled. 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 the performance-based LTIPs.

In addition, on January 1, 2018, the Company granted 6,263 LTIP Units under the Second Amended 2014 Incentive Plans to each independent member of the Board in payment of the equity portion of their respective annual retainers. The LTIP Units were fully vested upon issuance and the Company recognized expense immediately based on the fair value at the date of grant.

On September 28, 2018, at the annual meeting of the Company’s stockholders, the stockholders approved the Third Amended 2014 Incentive Plans. The increased capacity under the Third Amended 2014 Incentive Plans enabled the Company to issue the Shortfall LTIP Units, and on October 4, 2018, the Company granted the Shortfall LTIP Units to the executive officers pursuant to their employment and service agreements. The awards, amounting to 80,798 LTIP Units, vest over a period of three years from the date of grant of each Initial Long-Term Performance Award, followed by immediate vesting based on successful achievement of the performance conditions.

In addition, on October 4, 2018, the Company granted 3,165 LTIP Units pursuant to the Third Amended 2014 Incentive Plans to the newly appointed independent member of the Board in payment of the prorated portion of the annual retainer. The LTIP Units vested immediately upon issuance.

Compensation expense related to the Incentive Plans for individuals was approximately $5.3 million, $0.1 million and $0.2 million for the years ended December 31, 2018, 2017 and 2016.

As of December 31, 2018, there was $6.3 million of total unrecognized compensation cost related to unvested LTIPs granted under the Incentive Plans. The remaining cost is expected to be recognized over a period of 3.2 years.

The Company currently uses authorized and unissued shares to satisfy share award grants.

Equity Incentive Plans - LTIP Grants to the former Manager

On August 3, 2016, the Company issued a grant of LTIP Units under the Amended 2014 Incentive Plans to the former Manager. The equity grant consisted of 176,610 LTIP Units (the “2016 LTIP Units”). The 2016 LTIP Units vest ratably over a three-year period that began in August 2016, subject to certain terms and conditions. In conjunction with the Internalization, 212,203 outstanding LTIP Units issued as incentive equity to our former Manager (of which, 117,740 were 2016 LTIP Units and 94,463 were 2015 LTIP Units) became vested in accordance with their original terms. These 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.

LTIP expense of $2.2 million and $2.4 million was recorded as part of general and administrative expenses for the years ended December 31, 2017 and 2016, respectively, related to the 2015 LTIP Units and the 2016 LTIP Units. The expense recognized during 2017 and 2016 was based on the Class A common stock closing price at the vesting date or the end of the period, as applicable.

Distributions

Declaration Date	Payable to stockholders of record as of	Amount		Date Paid or Payable
Class A Common Stock
October 13, 2017	December 22, 2017	$	0.096667	January 5, 2018
December 20, 2017	March 23, 2018	$	0.162500	April 5, 2018
June 8, 2018	June 25, 2018	$	0.162500	July 5, 2018
September 7, 2018	September 25, 2018	$	0.162500	October 5, 2018
December 7, 2018	December 24, 2018	$	0.162500	January 4, 2019
Class C Common Stock
October 13, 2017	December 22, 2017	$	0.096667	January 5, 2018
December 20, 2017	March 23, 2018	$	0.162500	April 5, 2018
June 8, 2018	June 25, 2018	$	0.162500	July 5, 2018
September 7, 2018	September 25, 2018	$	0.162500	October 5, 2018
December 7, 2018	December 24, 2018	$	0.162500	January 4, 2019
Series A Preferred Stock
December 8, 2017	December 22, 2017	$	0.515625	January 5, 2018
March 9, 2018	March 23, 2018	$	0.515625	April 5, 2018
June 8, 2018	June 25, 2018	$	0.515625	July 5, 2018
September 7, 2018	September 25, 2018	$	0.515625	October 5, 2018
December 7, 2018	December 24, 2018	$	0.515625	January 4, 2019
Series B Preferred Stock
October 13, 2017	December 22, 2017	$	5.00	January 5, 2018
January 12, 2018	January 25, 2018	$	5.00	February 5, 2018
January 12, 2018	February 23, 2018	$	5.00	March 5, 2018
January 12, 2018	March 23, 2018	$	5.00	April 5, 2018
April 13, 2018	April 25, 2018	$	5.00	May 4, 2018
April 13, 2018	May 25, 2018	$	5.00	June 5, 2018
April 13, 2018	June 25, 2018	$	5.00	July 5, 2018
July 10, 2018	July 25, 2018	$	5.00	August 3, 2018
July 10, 2018	August 24, 2018	$	5.00	September 5, 2018
July 10, 2018	September 25, 2018	$	5.00	October 5, 2018
October 12, 2018	October 25, 2018	$	5.00	November 5, 2018
October 12, 2018	November 23, 2018	$	5.00	December 5, 2018
October 12, 2018	December 24, 2018	$	5.00	January 4, 2019
Series C Preferred Stock
December 8, 2017	December 22, 2017	$	0.4765625	January 5, 2018
March 9, 2018	March 23, 2018	$	0.4765625	April 5, 2018
June 8, 2018	June 25, 2018	$	0.4765625	July 5, 2018
September 7, 2018	September 25, 2018	$	0.4765625	October 5, 2018
December 7, 2018	December 24, 2018	$	0.4765625	January 4, 2019
Series D Preferred Stock
December 8, 2017	December 22, 2017	$	0.4453125	January 5, 2018
March 9, 2018	March 23, 2018	$	0.4453125	April 5, 2018
June 8, 2018	June 25, 2018	$	0.4453125	July 5, 2018
September 7, 2018	September 25, 2018	$	0.4453125	October 5, 2018
December 7, 2018	December 24, 2018	$	0.4453125	January 4, 2019

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 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 dividend distributions automatically invested in additional Class A common shares based on the average price of the Class A common shares on the investment date. The Company plans to issue Class A common shares to cover shares required for investment.

Distributions declared and paid for the year ended December 31, 2018 were as follows (amounts in thousands):

	Distributions
2018	Declared			Paid
First Quarter
Class A Common Stock (1)	$	(79	)	$	2,341
Class C Common Stock		—			7
Series A Preferred Stock		2,950			2,950
Series B Preferred Stock		2,921			2,816
Series C Preferred Stock		1,107			1,107
Series D Preferred Stock		1,270			1,270
OP Units		—			602
LTIP Units		175			53
Total first quarter 2018	$	8,344		$	11,146
Second Quarter
Class A Common Stock	$	3,863		$	3,858
Class C Common Stock		12			12
Series A Preferred Stock		2,950			2,950
Series B Preferred Stock		3,316			3,161
Series C Preferred Stock		1,107			1,107
Series D Preferred Stock		1,269			1,269
OP Units		1,013			1,013
LTIP Units		311			266
Total second quarter 2018	$	13,841		$	13,636
Third Quarter
Class A Common Stock	$	3,847		$	3,864
Class C Common Stock		12			12
Series A Preferred Stock		2,950			2,950
Series B Preferred Stock		3,779			3,631
Series C Preferred Stock		1,107			1,107
Series D Preferred Stock		1,269			1,269
OP Units		1,013			1,013
LTIP Units		297			272
Total third quarter 2018	$	14,274		$	14,118
Fourth Quarter
Class A Common Stock	$	3,819		$	3,846
Class C Common Stock		12			12
Series A Preferred Stock		2,950			2,950
Series B Preferred Stock		4,316			4,101
Series C Preferred Stock		1,107			1,107
Series D Preferred Stock		1,269			1,269
OP Units		1,038			1,012
LTIP Units		292			279
Total fourth quarter 2018	$	14,803		$	14,576
TOTAL	$	51,262		$	53,476

(1) On December 20, 2017, the Company’s Board authorized, and the Company declared, a quarterly dividend for the first quarter of 2018 equal to a quarterly rate of $0.1625 per share on the Class A and Class C common stock, payable to the stockholders of record as of March 23, 2018, which was paid in cash on April 5, 2018. Holders of OP and LTIP Units are entitled to receive “distribution equivalents” at the same time as dividends are paid to holders of the Class A common stock. The Company recorded an estimated accrued distribution at December 31, 2017 based on the Class A common stock outstanding. Due to the impact of the Class A common stock repurchase program that was initiated in February 2018, the distribution required based on the outstanding Class A common stock at the March 23, 2018 record date was lower than the accrued distribution recorded at December 31, 2017 and therefore, a negative declared distribution is reflected.