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Equity | 6 Months Ended
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Jun. 30, 2020
Equity |
Equity | Note 16 — Equity ​ Preferred Stock. The Series A, B and C preferred stock outstanding are redeemable by us. ​ Common Stock. 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 by means of ordinary brokers' transactions or otherwise at market prices prevailing at the time of sale, or at negotiated prices. During the six months ended June 30, 2020, we sold 3,308,008 shares for net proceeds of $38.0 million. As of June 30, 2020, we had approximately 1,000,000 shares available under this agreement. ​ In March 2020, the Board of Directors authorized a share repurchase program providing for the repurchase of up to $100.0 million of our outstanding common stock. The repurchase of our common stock may be made from time to time in the open market, in privately negotiated transactions or in compliance with a Rule 10b5-1 plan based on our stock price, general market conditions, applicable legal requirements and other factors. The program may be discontinued or modified at any time. As of June 30, 2020, we repurchased 993,106 shares of our common stock under this program at a total cost of $3.9 million and an average cost of $3.98 per share. ​ During the six months ended June 30, 2020, we issued 363,013 and 41,601 shares in connection with the settlements of our 5.25% and 5.375% Convertible Notes, respectively. In February 2020, we also used a portion of the net proceeds from our public offering in December 2019 to purchase an aggregate of 747,500 shares of our common stock and OP Units from our chief executive officer and ACM at the same price the underwriters paid to purchase the shares. ​ As of June 30, 2020, we had $99.4 million available under our $500.0 million shelf registration statement that was declared effective by the SEC in June 2018. ​ Noncontrolling Interest. Noncontrolling interest relates to the operating partnership units (“OP Units”) issued to satisfy a portion of the purchase price in connection with the acquisition of the agency platform of ACM in 2016 (the "Acquisition"). 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. 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. At June 30, 2020, there were 20,369,265 OP Units outstanding, which represented 15.4% of the voting power of our outstanding stock. ​ Distributions. Dividends declared (on a per share basis) during the six months ended June 30, 2020 were as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Common Stock | ​ | Preferred Stock
​ | ​ | ​ | ​ | ​ | ​ | ​ | Dividend (1)
Declaration Date |  | Dividend |  | Declaration Date |  | Series A |  | Series B |  | Series C
February 13, 2020 | ​ | $ | 0.30 | ​ | January 31, 2020 | ​ | $ | 0.515625 | ​ | $ | 0.484375 | ​ | $ | 0.53125
May 6, 2020 | ​ | $ | 0.30 | ​ | May 1, 2020 | ​ | $ | 0.515625 | ​ | $ | 0.484375 | ​ | $ | 0.53125
(1) | The dividend declared on May 1, 2020 was for March 1, 2020 through May 31, 2020 and the dividend declared on January 31, 2020 was for December 1, 2019 through February 29, 2020.
​ Common Stock – On July 29, 2020, the Board of Directors declared a cash dividend of $0.31 per share of common stock. The dividend is payable on August 31, 2020 to common stockholders of record as of the close of business on August 17, 2020. ​ Preferred Stock – On July 29, 2020, 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 June 1, 2020 through August 31, 2020 and are payable on August 31, 2020 to preferred stockholders of record on August 15, 2020. ​ Deferred Compensation. In the first quarter of 2020, we issued 298,991 shares of restricted common stock to employees under the 2017 Amended Omnibus Stock Incentive Plan (the “2017 Plan”) with a total grant date fair value of $3.2 million. Substantially all of these shares have one third vest as of the grant date and one third vesting on each of the first and second anniversaries of the grant date. In March 2020, we issued 36,396 shares of fully vested common stock to the independent members of the Board of Directors under the 2017 Plan with a grant date fair value of $0.4 million. ​ In the first quarter of 2020, we issued 45,928 shares of restricted common stock to our chief executive officer under his 2017 annual incentive agreement with a grant date fair value of $0.5 million. 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 275,569 performance-based restricted stock units with a grant date fair value of $0.1 million that vest at the end of a four-year performance period based on our achievement of certain total stockholder return objectives. During the first quarter of 2020, 421,348 shares of previously granted performance-based restricted stock units fully vested, which were net settled for 215,014 common shares. ​ During the first quarter of 2020, we withheld 149,595 shares from the net settlement of restricted common stock by employees for payment of withholding taxes. ​ Earnings Per Share. Basic EPS is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period inclusive of unvested restricted stock with full dividend participation rights. Diluted EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding, plus the additional dilutive effect of common stock equivalents during each period using the treasury stock method. Our common stock equivalents include the weighted average dilutive effect of performance-based restricted stock units granted to our chief executive officer, OP Units and convertible senior unsecured notes. ​ A reconciliation of the numerator and denominator of our basic and diluted EPS computations ($ in thousands, except share and per share data) is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30,
​ | ​ | 2020 | ​ | 2019
​ |  | Basic |  | Diluted |  | Basic | ​ | Diluted
Net income attributable to common stockholders (1) | ​ | $ | 44,091 | ​ | $ | 44,091 | ​ | $ | 28,916 | ​ | $ | 28,916
Net income attributable to noncontrolling interest (2) | ​ | ​ | — | ​ | ​ | 8,110 | ​ | ​ | — | ​ | ​ | 6,598
Net income attributable to common stockholders and noncontrolling interest | ​ | $ | 44,091 | ​ | $ | 52,201 | ​ | $ | 28,916 | ​ | $ | 35,514
Weighted average shares outstanding | ​ |  | 110,745,572 | ​ |  | 110,745,572 | ​ |  | 89,955,923 | ​ |  | 89,955,923
Dilutive effect of OP Units (2) | ​ | ​ | — | ​ | ​ | 20,369,265 | ​ | ​ | — | ​ | ​ | 20,486,862
Dilutive effect of restricted stock units (3) | ​ |  | — | ​ |  | 767,561 | ​ |  | — | ​ |  | 1,412,925
Dilutive effect of convertible notes (4) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,768,674
Weighted average shares outstanding | ​ |  | 110,745,572 | ​ |  | 131,882,398 | ​ |  | 89,955,923 | ​ |  | 113,624,384
Net income per common share (1) | ​ | $ | 0.40 | ​ | $ | 0.40 | ​ | $ | 0.32 | ​ | $ | 0.31
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, | ​
​ | ​ | 2020 | ​ | 2019 | ​
​ |  | Basic |  | Diluted |  | Basic |  | Diluted | ​
Net (loss) income attributable to common stockholders (1) | ​ | $ | (15,219) | ​ | $ | (15,219) | ​ | $ | 51,566 | ​ | $ | 51,566 | ​
Net (loss) income attributable to noncontrolling interest (2) | ​ | ​ | — | ​ | ​ | (2,824) | ​ | ​ | — | ​ | ​ | 12,066 | ​
Net (loss) income attributable to common stockholders and noncontrolling interest | ​ | $ | (15,219) | ​ | $ | (18,043) | ​ | $ | 51,566 | ​ | $ | 63,632 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average shares outstanding | ​ |  | 110,768,992 | ​ |  | 110,768,992 | ​ |  | 87,567,171 | ​ |  | 87,567,171 | ​
Dilutive effect of OP Units (2) | ​ | ​ | — | ​ | ​ | 20,397,026 | ​ | ​ | — | ​ | ​ | 20,520,461 | ​
Dilutive effect of restricted stock units (3) | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 1,394,821 | ​
Dilutive effect of convertible notes (4) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,297,227 | ​
Weighted average shares outstanding | ​ |  | 110,768,992 | ​ |  | 131,166,018 | ​ |  | 87,567,171 | ​ |  | 110,779,680 | ​
Net (loss) income per common share (1) | ​ | $ | (0.14) | ​ | $ | (0.14) | ​ | $ | 0.59 | ​ | $ | 0.57 | ​
(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, of which was antidilutive at June 30, 2020.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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