Note 16 — Equity

Preferred Stock. The Series A and B preferred stock became redeemable by us in February 2018 and May 2018, respectively. The Series C preferred stock may not be redeemed by us before February 2019.

Common Stock. In July 2018, we issued 6,820,196 shares in connection with the exchange of our 5.375% Convertible Notes and 6.50% Convertible Notes. See Note 10 - Debt Obligations for details.

In May 2018, we completed a public offering in which we sold 5,500,000 shares of our common stock for $8.72 per share, and received net proceeds of $47.8 million after deducting the underwriter’s discount and other offering expenses. The proceeds were used to make investments and for general corporate purposes.

We have an “At-The-Market” equity offering sales agreement with JMP Securities LLC (“JMP,”) which entitles us to issue and sell up to 7,500,000 shares of our common stock through JMP. Sales of the shares are made by means of ordinary brokers’ transactions or otherwise at market prices prevailing at the time of sale, or at negotiated prices.

During the nine months ended September 30, 2018, we sold 952,700 shares for net proceeds of $8.1 million. As of September 30, 2018, we had approximately 6,500,000 shares available under this agreement.

In June 2018, we filed, and the SEC declared effective, a new shelf registration statement for $500.0 million of debt securities, common stock, preferred stock, depositary shares and warrants.

Noncontrolling Interest. Noncontrolling interest relates to the operating partnership units (“OP Units”) issued to satisfy a portion of the Acquisition purchase price. Upon the closing of the Acquisition in 2016, we issued 21,230,769 OP Units. The value of these OP Units at the Acquisition date was $154.8 million. 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. In August 2018, ACM distributed 577,185 OP Units and special voting preferred shares to two of its partners in consideration for their respective membership interests, which were redeemed by us for cash totaling $6.8 million. At September 30, 2018, there were 20,653,584 OP Units outstanding, which represents approximately 21.4% of the voting power of our outstanding stock. 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.

Distributions. Dividends declared (on a per share basis) during the nine months ended September 30, 2018 were as follows:


Common Stock			Preferred Stock
				Dividend (1)
Declaration Date	Dividend		Declaration Date	Series A		Series B		Series C
February 21, 2018	$	0.21	February 2, 2018	$	0.515625	$	0.484375	$	0.53125
May 2, 2018	$	0.25	May 2, 2018	$	0.515625	$	0.484375	$	0.53125
August 1, 2018	$	0.25	August 1, 2018	$	0.515625	$	0.484375	$	0.53125

(1)

The dividend declared on August 1, 2018 was for June 1, 2018 through August 31, 2018, the dividend declared on May 2, 2018 was for March 1, 2018 through May 31, 2018 and the dividend declared on February 2, 2018 was for December 1, 2017 through February 28, 2018.

Common Stock - On October 31, 2018, the Board of Directors declared a cash dividend of $0.27 per share of common stock. The dividend is payable on November 30, 2018 to common stockholders of record as of the close of business on November 15, 2018.

Preferred Stock - On October 31, 2018, the Board of Directors declared a cash dividend of $0.515625 per share of 8.25% Series A preferred stock; a cash dividend of $0.484375 per share of 7.75% Series B preferred stock; and a cash dividend of $0.53125 per share of 8.50% Series C preferred stock. These amounts reflect dividends from September 1, 2018 through November 30, 2018 and are payable on November 30, 2018 to preferred stockholders of record on November 15, 2018.

Deferred Compensation. In August 2018, we issued our chief executive officer 294,985 shares of performance-based restricted stock under his 2017 annual incentive agreement as a result of the Company meeting its goals related to the integration of the Acquisition. The award had a grant date fair value of $3.4 million and we recorded $0.2 million to employee compensation and benefits in our consolidated statements of income.

In March 2018, we issued 265,444 shares of restricted common stock under the 2017 Amended Omnibus Stock Incentive Plan (the “2017 Plan”) to certain employees of ours with a total grant date fair value of $2.3 million and recorded $0.8 million to employee compensation and benefits in our consolidated statements of income. One third of the shares vested as of the grant date, one third will vest in March 2019, and the remaining third will vest in March 2020. In March 2018, we also issued 58,620 shares of fully vested common stock to the independent members of the Board of Directors under the 2017 Plan and recorded $0.5 million to selling and administrative expense in our consolidated statements of income.

During the first quarter of 2018, we issued 63,584 shares of restricted common stock to our chief executive officer under his 2017 annual incentive agreement with a grant date fair value of $0.6 million and recorded $0.1 million to employee compensation and benefits in our consolidated statements of income. One quarter of the shares vested as of the grant date and one quarter will vest on each of the first, second and third anniversaries of the grant date. Our chief executive officer was also granted up to 381,503 performance-based restricted stock units that vest at the end of a four-year performance period based on our achievement of certain total stockholder return objectives. The restricted stock units had a grant date fair value of $0.8 million and we recorded less than $0.1 million to employee compensation and benefits in our consolidated statements of income.

Earnings Per Share (“EPS”). Basic EPS is calculated by dividing net income 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 by the weighted average number of shares of common stock outstanding plus the additional dilutive effect of common stock equivalents during each period using the treasury stock method. Our common stock equivalents include the weighted average dilutive effect of performance-based restricted stock units granted to our chief executive officer, OP Units and convertible senior unsecured notes.

The following tables reconcile the numerator and denominator of our basic and diluted EPS computations ($ in thousands, except share and per share data):


	Three Months Ended September 30,
	2018				2017
	Basic		Diluted		Basic		Diluted
Net income attributable to common stockholders (1)	$	27,737	$	27,737	$	16,421	$	16,421
Net income attributable to noncontrolling interest (2)		—		7,799		—		5,662
Net income attributable to common stockholders and noncontrolling interest	$	27,737	$	35,536	$	16,421	$	22,083

Weighted average shares outstanding		74,802,582		74,802,582		61,582,796		61,582,796
Dilutive effect of OP Units (2)		—		21,023,735		—		21,230,769
Dilutive effect of restricted stock units (3)		—		1,559,217		—		1,104,552
Dilutive effect of convertible notes (4)		—		1,050,430		—		—
Weighted average shares outstanding		74,802,582		98,435,964		61,582,796		83,918,117

Net income per common share (1)	$	0.37	$	0.36	$	0.27	$	0.26


	Nine Months Ended September 30,
	2018				2017
Net income attributable to common stockholders (1)	$	71,093	$	71,093	$	43,964	$	43,964
Net income attributable to noncontrolling interest (2)		—		22,347		—		16,597
Net income attributable to common stockholders and noncontrolling interest	$	71,093	$	93,440	$	43,964	$	60,561
Weighted average shares outstanding		67,490,132		67,490,132		56,602,504		56,602,504
Dilutive effect of OP Units (2)		—		21,160,999		—		21,230,769
Dilutive effect of restricted stock units (3)		—		1,441,264		—		1,077,178
Dilutive effect of convertible notes (4)		—		1,041,212		—		32,468
Weighted average shares outstanding		67,490,132		91,133,607		56,602,504		78,942,919

Net income per common share (1)	$	1.05	$	1.03	$	0.78	$	0.77

(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)

Mr. Kaufman is granted restricted stock units annually, which vest at the end of a four-year performance period based upon our achievement of total stockholder return objectives.

(4)

The convertible senior unsecured notes impact diluted earnings per share if the average price of our common stock exceeds the conversion price, as calculated in accordance with the terms of the indenture.