Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders' Equity

NOTE 7. — STOCKHOLDERS’ EQUITY

A summary of the changes in stockholders’ equity for the three and nine months ended September 30, 2022 and 2021 is as follows (in thousands except per share amounts):

	Common Stock				Additional Paid-in			Dividends Paid In Excess
	Shares		Amount		Capital			Of Earnings			Total
BALANCE, JUNE 30, 2022		46,733	$	467	$	819,976		$	(63,376	)	$	757,067
Net earnings									13,302			13,302
Dividends declared — $0.41 per share									(19,619	)		(19,619	)
Shares issued pursuant to ATM Program, net		—		—		(64	)		—			(64	)
Shares issued pursuant to dividend reinvestment		1		—		14			—			14
Stock-based compensation/settlements		—		—		1,227			—			1,227
BALANCE, SEPTEMBER 30, 2022		46,734	$	467	$	821,153		$	(69,693	)	$	751,927
BALANCE, DECEMBER 31, 2021		46,716	$	467	$	818,209		$	(73,568	)	$	745,108
Net earnings									62,731			62,731
Dividends declared — $1.23 per share									(58,856	)		(58,856	)
Shares issued pursuant to ATM Program, net		—		—		(147	)		—			(147	)
Shares issued pursuant to dividend reinvestment		2		—		44			—			44
Stock-based compensation/settlements		16		—		3,047			—			3,047
BALANCE, SEPTEMBER 30, 2022		46,734	$	467	$	821,153		$	(69,693	)	$	751,927

	Common Stock				Additional Paid-in		Dividends Paid In Excess
	Shares		Amount		Capital		Of Earnings			Total
BALANCE, JUNE 30, 2021		44,703	$	447	$	753,420	$	(68,101	)	$	685,766
Net earnings								14,011			14,011
Dividends declared — $0.39 per share								(18,043	)		(18,043	)
Shares issued pursuant to ATM Program, net		636		6		19,424		—			19,430
Shares issued pursuant to dividend reinvestment		—		—		23		—			23
Stock-based compensation/settlements		—		—		1,037		—			1,037
BALANCE, SEPTEMBER 30, 2021		45,339	$	453	$	773,904	$	(72,133	)	$	702,224
BALANCE, DECEMBER 31, 2020		43,606	$	436	$	722,608	$	(63,443	)	$	659,601
Net earnings								44,828			44,828
Dividends declared — $1.17 per share								(53,518	)		(53,518	)
Shares issued pursuant to ATM Program, net		1,668		16		48,992		—			49,008
Shares issued pursuant to dividend reinvestment		1		—		59		—			59
Stock-based compensation/settlements		64		1		2,245		—			2,246
BALANCE, SEPTEMBER 30, 2021		45,339	$	453	$	773,904	$	(72,133	)	$	702,224

On March 1, 2022, our Board of Directors granted 238,850 restricted stock units (“RSU” or “RSUs”), under our Amended and Restated 2004 Omnibus Incentive Compensation Plan. On March 1, 2021, our Board of Directors granted 192,550 RSUs under our Amended and Restated 2004 Omnibus Incentive Compensation Plan.

ATM Program

In March 2018, we established an at-the-market equity offering program (the “2018 ATM Program”), pursuant to which we are able to issue and sell shares of our common stock with an aggregate sales price of up to $125,000,000 through a consortium of banks acting as agents. The 2018 ATM Program was terminated in January 2021.

In February 2021, we established an at-the-market equity offering program (the “ATM Program”), pursuant to which we are able to issue and sell shares of our common stock with an aggregate sales price of up to $250,000,000 through a consortium of banks acting as our sales agents or acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement. Sales of the shares of common stock may be made, as needed, from time to time in at-the-market offerings as defined in Rule 415 of the Securities Act, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or as otherwise agreed to with the applicable agent. The use of a forward sale agreement allows us to lock in a share price on the sale of shares at the time the forward sales agreement becomes effective, but defer receiving the proceeds from the sale of shares until a later date. To account for the forward sale agreements, we consider the accounting guidance governing financial instruments and derivatives. To date, we have concluded that our forward sale agreements are not liabilities as they do not embody obligations to repurchase our shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares. We also evaluated whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. We concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to its own stock. We also consider the potential dilution resulting from the forward sale agreements on the earnings per share calculations. We use the treasury stock method to determine the dilution resulting from the forward sale agreements during the period of time prior to settlement.

ATM Direct Issuances

During the three and nine months ended September 30, 2022, no shares of common stock were issued under the ATM Program. During the three and nine months ended September 30, 2021, we issued a total of 636,000 and 1,688,000 shares of common stock and received net proceeds of $19,430,000 and $49,008,000 under the ATM Program and the 2018 ATM Program. Future sales, if any, will depend on a variety of factors to be determined by us from time to time, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us.

ATM Forward Sale Agreements

During the three and nine months ended September 30, 2022, the Company entered into forward sale agreements to sell an aggregate of 714,136 shares of common stock at an average gross offering price of $30.22 per share. No shares were settled during the three and nine months ended September 30, 2022. We expect to settle the forward sale agreements in full within 12 months of the respective agreement dates via physical delivery of the outstanding shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements, subject to certain conditions. During the three and nine months ended September 30, 2021, the Company did not enter into any forward sale agreements under the ATM Program.

Dividends

For the nine months ended September 30, 2022, we paid regular quarterly dividends of $58,704,000 or $1.23 per share. For the nine months ended September 30, 2021, we paid regular quarterly dividends of $52,807,000 or $1.17 per share.

Dividend Reinvestment Plan

Our dividend reinvestment plan provides our common stockholders with a convenient and economical method of acquiring additional shares of common stock by reinvesting all or a portion of their dividend distributions. During the nine months ended September 30, 2022 and 2021, we issued 1,512 and 1,996 shares of common stock, respectively, under the dividend reinvestment plan and received proceeds of $44,000 and $59,000, respectively.

Stock-Based Compensation

Compensation cost for our stock-based compensation plans using the fair value method was $3,543,000 and $2,974,000 for the nine months ended September 30, 2022 and 2021, respectively, and is included in general and administrative expense in our consolidated statements of operations.