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Equity | 6 Months Ended
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Jun. 30, 2021
Equity |
Equity | Note 15 — Equity ​ Preferred Stock. In June 2021, the Company completed a public offering of 9,200,000 shares of 6.375% Series D cumulative redeemable preferred stock with a liquidation preference of $25.00 per share, generating net proceeds of approximately $222.6 million after deducting the underwriting discount and other offering expenses. We used $93.3 million of the proceeds to fully redeem our Series A, B and C preferred stock. The 6.375% Series D preferred stock is not redeemable by the Company prior to June 2, 2026 except under circumstances intended to preserve the Company’s qualification as a REIT and except upon the occurrence of a change of control. ​ Common Stock. In March 2021, we completed a public offering in which we sold 7,000,000 shares of our common stock for $15.48 per share and received net proceeds of $108.2 million after deducting the underwriter's discount and other offering expenses. The proceeds were used to make investments related to our business and for general corporate purposes. We also used $12.4 million of the net proceeds from this offering to purchase 800,000 shares of our common stock from certain executive officers of ours, ACM and an estate planning family vehicle established by our chief executive officer at the same price the underwriters paid to purchase the shares. ​ In June 2021, we completed a public offering in which we sold 6,000,000 shares of our common stock for $18.46 per share and received net proceeds of $110.6 million after deducting the underwriter's discount and other offering expenses. The proceeds are being used to make investments related to our business and for general corporate purposes. We also used $11.1 million of the net proceeds from this offering to purchase 600,000 shares of our common stock from ACM at the same price the underwriters paid to purchase the shares. ​ During the six months ended June 30, 2021, we sold 6,422,879 shares of our common stock for net proceeds of $109.2 million through an “At-The-Market” equity offering sales agreement with JMP Securities LLC (“JMP”). We used $21.1 million of the net proceeds to redeem OP Units from two of ACM's members for their membership interest in ACM. ​ 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, 2021, there were 16,352,233 OP Units outstanding, which represented 10.3% of the voting power of our outstanding stock. ​ Distributions. Dividends declared (on a per share basis) during the six months ended June 30, 2021 are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Common Stock | ​ | Preferred Stock
​ | ​ | ​ | ​ | ​ | ​ | ​ | Dividend (1)
Declaration Date |  | Dividend |  | Declaration Date |  | Series A |  | Series B |  | Series C |  | Series D
February 17, 2021 | ​ | $ | 0.33 | ​ | February 1, 2021 | ​ | $ | 0.515625 | ​ | $ | 0.484375 | ​ | $ | 0.53125 | ​ | N/A
May 5, 2021 | ​ | $ | 0.34 | ​ | April 30, 2021 | ​ | $ | 0.515625 | ​ | $ | 0.484375 | ​ | $ | 0.53125 | ​ | N/A
(1) | The dividend declared on April 30, 2021 was for March 1, 2021 through May 31, 2021 and the dividend declared on February 1, 2021 was for December 1, 2020 through February 28, 2021. As mentioned above, we used a portion of the proceeds from our Series D preferred stock to fully redeem our Series A, B and C preferred stock in June 2021. ​
Common Stock – On July 28, 2021, the Board of Directors declared a cash dividend of $0.35 per share of common stock. The dividend is payable on August 31, 2021 to common stockholders of record as of the close of business on August 16, 2021. ​ Preferred Stock – On July 2, 2021, the Board of Directors declared a cash dividend of $0.256771 per share of 6.375% Series D preferred stock, which reflects dividends from June 2, 2021 through July 29, 2021 and are payable on July 30, 2021 to preferred stockholders of record on July 15, 2021. ​ Deferred Compensation. In March 2021, we issued 257,726 shares of restricted common stock to employees under the 2020 Amended Omnibus Stock Incentive Plan (the “2020 Plan”) with a total grant date fair value of $4.1 million. Approximately half of the shares had one third vest as of the grant date and one third vesting on each of the first and second anniversaries of the grant date. The majority of the remaining shares had one fifth vest as of the grant date and one fifth vesting on each of the first, second, third and fourth anniversaries of the grant date. In March 2021, we also issued 27,864 shares of fully vested common stock to the independent members of the Board of Directors under the 2020 Plan with a grant date fair value of $0.4 million. ​ During the first quarter of 2021, 448,980 shares of performance-based restricted stock units previously granted to our chief executive officer fully vested and were net settled for 229,083 common shares. ​ During the first quarter of 2021, we withheld 140,744 shares from the net settlement of restricted common stock by employees for payment of withholding taxes on shares that vested. ​ In April 2021, we entered into a second amended and restated annual incentive agreement (the “2021 annual incentive agreement”) with our chief executive officer, effective January 1, 2021. The terms of the 2021 annual incentive agreement provide for: (1) an annual base salary of $1.2 million; (2) an annual cash payment of $0.8 million; and (3) annual performance cash bonus target opportunities of $2.9 million at target performance, $1.5 million at threshold performance and $4.4 million at maximum performance, with the opportunity to earn an additional $0.7 million annually in the event of extraordinary performance with respect to corporate capital growth goals. The 2021 annual incentive agreement also provides for: (1) a grant with a value of $3.0 million to be made in July 2021, dependent on reaching certain goals relating to the integration of the Acquisition (“Acquisition Related Grant”), which represents the last Acquisition Related Grant; and (2) at our chief executive officer’s option, to be exercised annually for the remainder of the term of the 2021 annual incentive agreement, either (i) a grant with a value of $3.0 million, which will vest in full three years from the date of the grant (“Time Based Vesting Equity Award”) or (ii) a performance based award of restricted stock (“Performance-Based TSR Equity Award”) with an annual value at grant of $12.0 million, relating to our total stockholder return objectives. The Acquisition Related Grant will vest in full on the third anniversary of the grant date. The Performance-Based TSR Equity Award will vest, in whole or in part, based on the attainment of total stockholder return goals over a five-year period. ​ In April 2021, our chief executive officer elected to receive the Time Based Vesting Equity Award option in connection with the 2021 annual incentive agreement; therefore, we granted our chief executive officer 184,729 shares of restricted common stock with a grant date fair value of $3.1 million that vest in full in April 2024. ​ Earnings Per Share. Basic EPS is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period inclusive of unvested restricted stock with full dividend participation rights. Diluted EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding, plus the additional dilutive effect of common stock equivalents during each period using the treasury stock method. Our common stock equivalents include the weighted average dilutive effect of performance-based restricted stock units granted to our chief executive officer, OP Units and convertible senior unsecured notes. ​ A reconciliation of the numerator and denominator of our basic and diluted EPS computations ($ in thousands, except share and per share data) is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30, | ​
​ | ​ | 2021 | ​ | 2020 | ​
​ |  | Basic |  | Diluted |  | Basic |  | Diluted | ​
Net income attributable to common stockholders (1) | ​ | $ | 69,126 | ​ | $ | 69,126 | ​ | $ | 44,091 | ​ | $ | 44,091 | ​
Net income attributable to noncontrolling interest (2) | ​ | ​ | — | ​ | ​ | 8,717 | ​ | ​ | — | ​ | ​ | 8,110 | ​
Net income attributable to common stockholders and noncontrolling interest | ​ | $ | 69,126 | ​ | $ | 77,843 | ​ | $ | 44,091 | ​ | $ | 52,201 | ​
Weighted average shares outstanding | ​ |  | 135,262,197 | ​ |  | 135,262,197 | ​ | ​ | 110,745,572 | ​ | ​ | 110,745,572 | ​
Dilutive effect of OP Units (2) | ​ | ​ | — | ​ | ​ | 17,056,229 | ​ | ​ | — | ​ | ​ | 20,369,265 | ​
Dilutive effect of restricted stock units (3) | ​ |  | — | ​ |  | 929,734 | ​ |  | — | ​ |  | 767,561 | ​
Dilutive effect of convertible notes (4) | ​ | ​ | — | ​ | ​ | 368,431 | ​ | ​ | — | ​ | ​ | — | ​
Weighted average shares outstanding | ​ |  | 135,262,197 | ​ |  | 153,616,591 | ​ | ​ | 110,745,572 | ​ | ​ | 131,882,398 | ​
Net income per common share (1) | ​ | $ | 0.51 | ​ | $ | 0.51 | ​ | $ | 0.40 | ​ | $ | 0.40 | ​
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30,
​ | ​ | 2021 | ​ | 2020
Net income (loss) attributable to common stockholders (1) | ​ | $ | 138,606 | ​ | $ | 138,606 | ​ | $ | (15,219) | ​ | $ | (15,219)
Net income (loss) attributable to noncontrolling interest (2) | ​ | ​ | — | ​ | ​ | 18,459 | ​ | ​ | — | ​ | ​ | (2,824)
Net income (loss) attributable to common stockholders and noncontrolling interest | ​ | $ | 138,606 | ​ | $ | 157,065 | ​ | $ | (15,219) | ​ | $ | (18,043)
Weighted average shares outstanding | ​ |  | 130,276,499 | ​ |  | 130,276,499 | ​ |  | 110,768,992 | ​ |  | 110,768,992
Dilutive effect of OP Units (2) | ​ | ​ | — | ​ | ​ | 17,307,037 | ​ | ​ | — | ​ | ​ | 20,397,026
Dilutive effect of restricted stock units (3) | ​ |  | — | ​ |  | 921,187 | ​ |  | — | ​ |  | —
Dilutive effect of convertible notes (4) | ​ | ​ | — | ​ | ​ | 313,307 | ​ | ​ | — | ​ | ​ | —
Weighted average shares outstanding | ​ |  | 130,276,499 | ​ |  | 148,818,030 | ​ |  | 110,768,992 | ​ |  | 131,166,018
Net income (loss) per common share (1) | ​ | $ | 1.06 | ​ | $ | 1.06 | ​ | $ | (0.14) | ​ | $ | (0.14)
(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) | Our chief executive officer 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.

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