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Stockholders' Equity and Members' Equity
3 Months Ended
Mar. 31, 2020
Stockholders’ Equity and Members’ Equity  
Stockholders’ Equity and Members’ Equity

Note 7 - Stockholders’ Equity and Members’ Equity

Stockholders’ Equity 

The Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.001 per share and 100,000,000 shares of preferred stock with a par value of $0.001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At March 31, 2020 and December 31, 2019, there were 132,111,329 and 132,015,635 shares of common stock issued and outstanding, respectively, and no shares of preferred stock issued and outstanding.

As of March 31, 2020 and December 31, 2019, there were 41.7 million Public Warrants (including 7.2 million Public Warrants issued to affiliates of Farallon Capital Management, L.L.C.), and 5.2 million warrants outstanding to acquire one share of our common stock at a price of $11.50 per share outstanding (the “Private Warrants”). In the aggregate, the Company has outstanding warrants to purchase approximately 15.6 million shares of common stock at a price of $11.50 per whole share.

The liability for the Optional Subscription was $0.9 million as of March 31, 2020 and $5.5 million as of December 31, 2019 and is included in accounts payable and accrued liabilities. Descriptions of the warrants and the Optional Subscription Liability can be found in Note 7 of the Company’s unaudited condensed consolidated financial statements included in the Company’s Annual Report on Form 10-K filed on March 16, 2020 with the SEC

The fair value of the Optional Subscription Liability was estimated using a lattice model in accordance with ASC 820, Fair Value, using the assumptions noted below in the following table. Expected volatility is based on the historical volatility of a peer group of public companies. The risk-free interest rate is based on the US Treasury Constant Maturity curve, commensurate with the time to expiry of warrants.

 

 

 

 

 

 

 

 

 

 

As of March 31, 2020

    

    

As of  December 31, 2019

 

Expected volatility

 

56.0

%  

 

13.0

%

Expected dividend yield

 

12.8

%  

 

7.3

%

Expected life (in years)

 

0.6

 

 

0.9

 

Risk-free interest rate

 

0.2

%  

 

1.6

%

 

Earnings per Share

The Company presents both basic and diluted earnings per share (“EPS”) amounts in its consolidated financial statements. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from the Company’s outstanding warrants and restricted stock units. The Company considers two ways to measure dilution to earnings per share: (a) calculate the net number of shares that would be issued assuming any related proceeds are used to buy back outstanding shares (the treasury stock method), or (b) assume the gross number of shares are issued and calculate any related effects on net income available for shareholders, considering participating securities, such as certain unvested restricted stock units which are entitled to nonforfeitable dividends rights (the two-class method). For the period presented within these unaudited condensed consolidated financial statements, the two-class method was deemed to be insignificant. In accordance with U.S. GAAP, the Company's policy is to apply the more dilutive methodology upon issuance of such instruments. The table below presents the computation of basic and diluted net income per share of common stock for the three months ended March 31, 2020.

 

 

 

 

 

    

 

 

 

Three Months Ended

(amounts in thousands, except share and per share data):

 

March 31, 2020

Basic Earnings

 

 

  

Net income and Basic Earnings

 

$

27,279

 

 

 

 

Diluted Earnings

 

 

  

Net income and Diluted Earnings

 

$

27,279

Number of Shares:

 

 

  

Basic weighted-average shares of common stock outstanding

 

 

132,111,329

Shares for warrants and restricted stock units

 

 

224,986

Diluted weighted-average shares of common stock outstanding (a)

 

 

132,336,315

Earnings Per Share Attributable to common stockholders

 

 

  

Basic

 

$

0.21

Diluted

 

$

0.21


a)

The Company excludes anti-dilutive shares from calculation of weighted-average shares for diluted earnings per share. There were 15.6 million shares related to the Public and Private Warrants, which are not included in the above calculation of diluted earnings per share because in doing so they were anti-dilutive.

Members’ Equity (Predecessor)

 

Members’ Equity is presented on a consolidated basis for the Predecessor Company Group, which includes the consolidated preferred units for the Predecessor Companies and the total consolidated Class A and Class P units for the Predecessor Management Companies. The applicable Predecessor Management Company was the sole common unit holder of the Predecessor Company it managed, and, therefore all common units have been eliminated in the preparation of the consolidated Predecessor Company Group financial statements, as they represent intra-entity balances between entities within the consolidated Predecessor Company Group.

 

Earnings Per Unit:

The Company determined that earnings per unit would not be meaningful to the users of these financial statements for the Predecessor period.