Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Schedule of Stock by Class

The table below provides details of the Company’s outstanding shares of common stock as of June 30, 2018 (prior to the Listing) and December 31, 2018:

	June 30, 2018 (prior to the Listing)	As of December 31, 2018
	Shares Outstanding	Class A Common Stock	Class B-2 Common Stock	Shares Outstanding
Shares of common stock [1]	105,049,705	78,749,079	26,262,477	105,011,556
Vesting and conversion of Class B Units [2] [3]	—	1,052,420	—	1,052,420
Redemption of Class A Units (formerly known as OP Units) [3] [4]	—	30,691	—	30,691
Unvested restricted shares [5]	9,088	134,025	2,209	136,234
Total	105,058,793	79,966,215	26,264,686	106,230,901

^__________ 

^[1]  See “Corporate Actions” above for a description of the reverse stock split and classification of shares as Class A common stock, Class B-1 common stock and Class B-2 common stock. Fractional shares of Class A common stock totaling 18,460 were repurchased by the Company as a result of the reverse stock split. In accordance with their terms, all shares of Class B-1 common stock automatically converted into shares of Class A common stock and were listed on Nasdaq on October 10, 2018. As a result of this conversion, on October 10, 2018, all fractional shares of Class B-1 common stock totaling approximately 19,945 shares were repurchased by the Company. Amount at June 30, 2018 included 8,888 shares of common stock owned by American Finance Special Limited Partner, LLC (the “Special Limited Partner”). During the second half of 2018, 4,444 shares of Class A common stock owned by the Special Limited Partner were distributed to individual members of the entity and, as a result, the Special Limited Partner owned 2,222 shares of Class A common stock and 2,222 shares of Class B-2 common stock as of December 31, 2018.

^[2]  The performance-based restricted, forfeitable partnership units of the OP designated as “Class B Units” (“Class B Units”) vested and were converted into an equal number of units of limited partnership designated as “Class A Units” (“Class A Units”). In addition, effective at the Listing following this conversion and as approved by the Company’s board of directors, these Class A Units were redeemed for an equal number of newly issued shares of Class A common stock consistent with the redemption provisions contained in the agreement of limited partnership of the OP (see Note 11 — Related Party Transactions and Arrangements for additional information).

^[3]  Following the Listing, all of the shares of Class A common stock, Class B-1 common stock and Class B-2 common stock owned by the Advisor and its affiliates (including the Special Limited Partner) were distributed pro rata to the individual members of those entities, including Edward M. Weil, Jr., the Company’s chairman and chief executive officer.

^[4]  Pursuant to the redemption provisions contained in the agreement of limited partnership of the OP, holders of Class A Units may redeem all or a portion of their Class A Units for, at the Company’s election, either shares of Class A common stock or the cash equivalent thereof. 203,612 Class A Units were eligible for redemption after the Listing. On July 20, 2018, 30,691 Class A Units held by the RCA Advisor and the Special Limited Partner were redeemed for an equal number of newly issued shares of Class A common stock consistent with the redemption provisions contained in the agreement of limited partnership of the OP.

^[5] 

Fractional unvested restricted shares of common stock (“restricted shares”) held by the Company’s independent directors totaled approximately seven, and these fractional shares were forfeited in connection with the reverse stock split effected prior to the Listing. Also, during the three months ended September 30, 2018, the Company issued 127,402 restricted shares in the aggregate to members of the Company’s board of directors (see Note 13 — Equity-Based Compensation).

Schedule of Share Repurchases

ares.

The following table summarizes the repurchases of shares under the SRP cumulatively through the SRP termination date of June 30, 2018:

	Number of Shares		Weighted-Average Price per Share
Cumulative repurchases as of December 31, 2014	303,907		$	24.01
Year ended December 31, 2015	1,769,738		24.13
Year ended December 31, 2016	7,854		24.17
Year ended December 31, 2017	1,225,365	[1]	23.71
Year ended December 31, 2018	412,939	[2]	23.37
Cumulative repurchases as of December 31, 2018	3,719,803		23.90

^__________ 

^[1]  Excludes rejected repurchase requests received during 2016 with respect to 5.9 million shares for $140.1 million at a weighted-average price per share of $23.65. Also, in July 2017, following the effectiveness of an amendment and restatement of the SRP pursuant to which only repurchase requests made following the death or qualifying disability of a stockholder were eligible for repurchase, the Company’s board of directors approved 100% of the repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2017 to December 31, 2017. No repurchases were made with respect to requests received during 2017 that are not valid requests in accordance with the amended and restated SRP. At the time the SRP was terminated in anticipation of the Listing, effective June 30, 2018, we had received repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2018 to June 30, 2018 with respect to 0.6 million shares that were therefore not repurchased.

^[2] 

During January 2018, the Company repurchased 412,939 shares for approximately $9.7 million at a price of $23.37 per share equal to the then current Estimated Per-Share NAV.

Summary of Distributions

The following table details from a tax perspective, the portion of common stock dividends classified as return of capital and ordinary dividend income for tax purposes, per share per annum, for the years ended December 31, 2019, 2018 and 2017. All dividends paid on the Series A Preferred Stock were considered 100% ordinary dividend income for tax purposes.

	Year Ended December 31,
	2019				2018				2017
Return of capital	90.2	%	$	0.99	93.2	%	$	1.03	82.7	%	$	1.22
Ordinary dividend income	9.8	%	0.11		6.8	%	0.07		17.3	%	0.25
Total	100.0	%	$	1.10	100.0	%	$	1.10	100.0	%	$	1.47