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Equity | 12 Months Ended
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Dec. 31, 2021
Equity |
Equity | Note 16 — Equity Preferred Stock. In October 2021, we completed a public offering of 8,050,000 shares of 6.25% Series F fixed-to-floating rate cumulative redeemable preferred stock with a liquidation preference of $25.00 per share, generating net proceeds of $194.8 million after deducting the underwriting discount and other offering expenses. Holders of the Series F preferred stock will be entitled to receive cumulative dividends at a fixed rate equal to 6.25% from the date of issuance through October 29, 2026 and at a floating rate equal to a benchmark rate (which is expected to be the three-month SOFR) plus a spread of 5.442% per annum beginning October 30, 2026, provided that in no event should the rate be lower than 6.125%. The proceeds were used to make investments related to our business and for general corporate purposes. The Series F preferred stock is not redeemable by us prior to October 12, 2026 except under circumstances intended to preserve our qualification as a REIT and except upon the occurrence of a change of control. In August 2021, we completed a public offering of 5,750,000 shares of 6.25% Series E cumulative redeemable preferred stock with a liquidation preference of $25.00 per share, generating net proceeds of $139.1 million after deducting the underwriting discount and other offering expenses. The proceeds were used to make investments related to our business and for general corporate purposes. The Series E preferred stock is not redeemable by us prior to August 11, 2026 except under circumstances intended to preserve our qualification as a REIT and except upon the occurrence of a change of control. In June 2021, we 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 $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 Series D preferred stock is not redeemable by us prior to June 2, 2026 except under circumstances intended to preserve our qualification as a REIT and except upon the occurrence of a change of control. Subsequent Event. In February 2022, we completed the public offering of an additional 3,100,000 shares of 6.25% Series F preferred stock, generating net proceeds of $72.6 million after deducting the underwriting discount and other offering expenses. The additional shares issued have the same terms as the original issuance completed in October 2021. Common Stock. In November 2021, we completed a public offering in which we sold 7,910,000 shares of our common stock for $19.48 per share and received net proceeds of $153.9 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 $10.9 million of the net proceeds from this offering to purchase 562,500 shares of our common stock from our chief executive officer, ACM and certain other executive officers of ours at a weighted average price of $19.46. In August 2021, we amended the equity distribution agreement with JMP Securities LLC (“JMP”). In accordance with the terms of the amendment, we may offer and sell up to 20,000,000 shares of our common stock in “At-The-Market” equity offerings through JMP by means of ordinary brokers’ transactions or otherwise at market prices prevailing at the time of sale, or at negotiated prices. During 2021, we sold 8,230,369 shares of our common stock for net proceeds of $141.8 million. We used $21.1 million of the net proceeds to redeem OP Units from two ACM members. As of December 31, 2021, we had 18,192,510 shares available under the amended agreement. 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 were 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. 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 our chief executive officer, ACM and certain other executive officers of ours at the same price the underwriters paid to purchase the shares. During 2021, we issued 386,459 shares in connection with the settlements of our 5.25% Convertible Notes. We maintain 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. We did not repurchase shares of our common stock under this program during 2021. As of December 31, 2021, there was $96.1 million available for repurchase under this program. Noncontrolling Interest. Noncontrolling interest relates to the OP Units issued to satisfy a portion of the purchase price in connection with 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 December 31, 2021, there were 16,325,095 OP Units outstanding, which represented 9.7% of the voting power of our outstanding stock. Distributions. Dividends declared (on a per share basis) for the year ended December 31, 2021 are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Common Stock | ​ | Preferred Stock
​ | ​ | ​ | ​ | ​ | ​ | ​ | Dividend (1)
Declaration Date |  | Dividend |  | Declaration Date |  | Series A |  | Series B |  | Series C |  | Series D |  | Series E
February 17, 2021 | ​ | $ | 0.33 | ​ | February 1, 2021 | ​ | $ | 0.515625 | ​ | $ | 0.484375 | ​ | $ | 0.53125 | ​ | ​ | N/A | ​ | ​ | N/A
May 5, 2021 | ​ | $ | 0.34 | ​ | April 30, 2021 | ​ | $ | 0.515625 | ​ | $ | 0.484375 | ​ | $ | 0.53125 | ​ | ​ | N/A | ​ | ​ | N/A
July 28, 2021 | ​ | $ | 0.35 | ​ | July 2, 2021 | ​ | ​ | N/A | ​ | ​ | N/A | ​ | ​ | N/A | ​ | $ | 0.25677 | ​ | ​ | N/A
October 27, 2021 | ​ | $ | 0.36 | ​ | October 1, 2021 | ​ | ​ | N/A | ​ | ​ | N/A | ​ | ​ | N/A | ​ | $ | 0.3984375 | ​ | $ | 0.34288
(1) | The dividend declared on October 1, 2021 for Series D and E were for July 30, 2021 through October 29, 2021 and August 11, 2021 (the date of issuance) through October 29, 2021, respectively. The dividend declared on July 2, 2021 was for June 2, 2021 through July 29, 2021, 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 fully redeemed our Series A, B and C preferred stock in June 2021.
Common Stock – On February 16, 2022, the Board of Directors declared a cash dividend of $0.37 per share of common stock. The dividend is payable on March 18, 2022 to common stockholders of record as of the close of business on March 4, 2022. Preferred Stock – On January 3, 2022, the Board of Directors declared cash dividends of $0.3984375 per share of Series D preferred stock, $0.390625 per share of Series E preferred stock and $0.46875 per share of Series F preferred stock. The Series D and E dividends reflect accrued dividends from October 30, 2021 through January 29, 2022. The Series F dividend reflects accrued dividends from October 12, 2021 (the date of issuance) through January 29, 2022. The dividends are payable on January 31, 2022 to preferred stockholders of record on January 15, 2022. We have determined that 100% of the common stock and preferred stock dividends paid during 2021, 2020 and 2019 represented ordinary income to our stockholders for income tax purposes. For stockholders that may be required to report excess inclusion income to the Internal Revenue Service, we will not pass through any excess inclusion income to our stockholders for 2021. As a result, no portion of the 2021 dividends should be treated as excess inclusion income for federal income tax purposes. Deferred Compensation. We have a stock incentive plan under which the Board of Directors has the authority to issue shares of stock to certain employees, officers and directors. In 2021, we issued 356,377 shares of restricted common stock to certain employees under the 2020 Amended Omnibus Stock Incentive Plan (the “2020 Plan”) with a total grant date fair value of $5.9 million, of which: (1) 116,570 shares with a grant date fair value of $1.9 million were fully vested on the grant date; (2) 101,475 shares with a grant date fair value of $1.7 million will vest on the first anniversary of the grant date; (3) 88,788 shares with a grant date fair value of $1.5 million will vest on the second anniversary of the grant date; (4) 25,479 shares with a grant date fair value of $0.4 million will vest on the third anniversary of the grant date; and (5) 24,065 shares with a grant date fair value of $0.4 million will vest on the fourth anniversary of the grant date. We also issued 28,381 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 $0.5 million. In 2020 and 2019, we granted 314,957 shares and 333,884 shares, respectively, of restricted common stock with a total grant date fair value of $3.4 million and $4.2 million, respectively, to certain employees. One third of the shares vested as of the grant date and one third will vest on each of the first and second anniversaries of the grant date. In 2020 and 2019, we granted 52,735 shares and 55,244 shares, respectively, of fully vested common stock with a grant date fair value of $0.5 million and $0.7 million, respectively, to the independent members of our Board of Directors. 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 for 2021; 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. In July 2021, we granted our chief executive officer 165,746 shares of performance based restricted stock with a grant date fair value of $3.0 million in connection with the Acquisition Related Grant, which vest in full in July 2024. In addition, 294,985 shares of performance-based restricted stock granted in 2018 vested in the third quarter of 2021, which were net settled for 150,530 common shares. In November 2021, in accordance with the terms of the 2021 annual incentive agreement, our chief executive officer elected to receive the Time Based Vesting Equity Award option for 2022, which he also elected to defer until March 2027, subject to section 409(a) of the Internal Revenue Code. The deferred Time Based Vesting Equity Award will be granted in the form of restricted stock units, will have no voting rights and is eligible to receive dividend equivalents equal to the dividends on our common stock as, and when, declared by our Board of Directors. In 2020 and 2019, we granted our chief executive officer 45,928 shares and 58,738 shares, respectively, of restricted common stock with a grant date fair value of $0.5 million and $0.7 million, respectively, and 275,569 and 352,427, respectively, of performance-based restricted stock units with a grant date fair value of $0.1 million and $1.7 million, respectively. One quarter of the restricted common stock vest on the grant date and one quarter vest on each of the first, second and third anniversaries of the grant date. The performance-based restricted stock units vest at the end of a four-year performance period based on our achievement of certain total stockholder return objectives. In 2021 and 2020, previously granted performance-based restricted stock units of 448,980 and 421,348 units, respectively, fully vested based on achieving the performance objectives for the four-year periods ended December 31, 2020 and 2019, respectively. The 448,980 and 421,348 fully vested units were net settled for 229,083 and 215,014, respectively, of common shares in 2021 and 2020, respectively. In 2020 and 2019, we also granted our chief executive officer 313,152 shares and 246,508 shares, respectively, of performance-based restricted stock with a grant date fair value of $2.9 million and $3.0 million, respectively, as a result of achieving goals related to the integration of the Acquisition. The performance-based restricted stock vest in full three years after the grant date. In 2020, we withheld 175,102 shares from the net settlement of previously granted performance-based restricted stock that vested in 2020 for payment of withholding taxes. During 2021, 2020 and 2019, we recorded total stock-based compensation expense of $9.3 million, $8.6 million and $8.8 million, respectively, to employee compensation and benefits and $0.6 million, $0.5 million and $0.7 million, respectively, to selling and administrative expense. During 2021, a total of 1,102,761 shares of restricted stock and restricted stock units vested with a grant date fair value of $9.6 million. As of December 31, 2021 and 2020, there were 1,257,199 shares and 1,300,568 shares, respectively, of unvested restricted common stock with a grant date fair value of $17.1 million and $14.4 million, respectively. At December 31, 2021, total unrecognized compensation cost related to unvested restricted common stock was $8.9 million, which is expected to be recognized ratably over the remaining weighted-average vesting period of 1.9 years. Earnings Per Share. Basic EPS is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period inclusive of unvested restricted stock with full dividend participation rights. Diluted EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding, plus the additional dilutive effect of common stock equivalents during each period using the treasury stock method. Our common stock equivalents include the weighted average dilutive effect of performance-based restricted stock units granted to our chief executive officer, OP Units and convertible senior unsecured notes. A reconciliation of the numerator and denominator of our basic and diluted EPS computations ($ in thousands, except share and per share data) is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31, | ​
​ | ​ | 2021 | ​ | 2020 | ​ | 2019 | ​
​ |  | Basic |  | Diluted |  | Basic |  | Diluted |  | Basic |  | Diluted | ​
Net income attributable to common stockholders (1) | ​ | $ | 317,412 | ​ | $ | 317,412 | ​ | $ | 163,395 | ​ | $ | 163,395 | ​ | $ | 121,074 | ​ | $ | 121,074 | ​
Net income attributable to noncontrolling interest (2) | ​ | ​ | — | ​ | ​ | 38,507 | ​ | ​ | — | ​ | ​ | 25,208 | ​ | ​ | — | ​ | ​ | 26,610 | ​
Net income attributable to common stockholders and noncontrolling interest | ​ | $ | 317,412 | ​ | $ | 355,919 | ​ | $ | 163,395 | ​ | $ | 188,603 | ​ | $ | 121,074 | ​ | $ | 147,684 | ​
Weighted average shares outstanding | ​ |  | 137,830,691 | ​ |  | 137,830,691 | ​ | ​ | 113,811,471 | ​ | ​ | 113,811,471 | ​ | ​ | 92,851,327 | ​ | ​ | 92,851,327 | ​
Dilutive effect of OP Units (2) | ​ | ​ | — | ​ | ​ | 16,818,722 | ​ | ​ | — | ​ | ​ | 19,395,691 | ​ | ​ | — | ​ | ​ | 20,502,128 | ​
Dilutive effect of restricted stock units (3) | ​ |  | — | ​ |  | 933,233 | ​ |  | — | ​ |  | 718,647 | ​ |  | — | ​ |  | 1,421,528 | ​
Dilutive effect of convertible notes (4) | ​ | ​ | — | ​ | ​ | 506,949 | ​ | ​ | — | ​ | ​ | 43,487 | ​ | ​ | — | ​ | ​ | 1,417,968 | ​
Weighted average shares outstanding | ​ |  | 137,830,691 | ​ |  | 156,089,595 | ​ | ​ | 113,811,471 | ​ | ​ | 133,969,296 | ​ | ​ | 92,851,327 | ​ | ​ | 116,192,951 | ​
Net income per common share (1) | ​ | $ | 2.30 | ​ | $ | 2.28 | ​ | $ | 1.44 | ​ | $ | 1.41 | ​ | $ | 1.30 | ​ | $ | 1.27 | ​
(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 was granted restricted stock units, 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. Our adoption of ASU 2020-06 on January 1, 2022 changes the way in which we account for our convertible debt, see Note 2 for details.

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