Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders' Equity

NOTE 7. — STOCKHOLDERS’ EQUITY

A summary of the changes in stockholders’ equity for the three and six months ended June 30, 2023 and 2022 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, MARCH 31, 2023		49,493	$	495	$	905,557	$	(69,844	)	$	836,208
Net earnings								13,524			13,524
Dividends declared — $0.43 per share								(22,262	)		(22,262	)
Shares issued pursuant to ATM Program, net		1,007		10		31,149		—			31,159
Shares issued pursuant to dividend reinvestment		1		—		13		—			13
Stock-based compensation/settlements		—		—		1,444		—			1,444
BALANCE, JUNE 30, 2023		50,501	$	505	$	938,163	$	(78,582	)	$	860,086
BALANCE, DECEMBER 31, 2022		46,735	$	467	$	822,340	$	(62,957	)	$	759,850
Net earnings								27,606			27,606
Dividends declared — $0.86 per share								(43,231	)		(43,231	)
Shares issued pursuant to ATM Program, net		3,721		38		114,079		—			114,117
Shares issued pursuant to dividend reinvestment		1		—		28		—			28
Stock-based compensation/settlements		44		—		1,716		—			1,716
BALANCE, JUNE 30, 2023		50,501	$	505	$	938,163	$	(78,582	)	$	860,086

	Common Stock				Additional Paid-in			Dividends Paid In Excess
	Shares		Amount		Capital			Of Earnings			Total
BALANCE, MARCH 31, 2022		46,732	$	467	$	818,787		$	(74,437	)	$	744,817
Net earnings									30,680			30,680
Dividends declared — $0.41 per share									(19,619	)		(19,619	)
Shares issued pursuant to ATM Program, net		—		—		(57	)		—			(57	)
Shares issued pursuant to dividend reinvestment		1		—		14			—			14
Stock-based compensation/settlements		—		—		1,232			—			1,232
BALANCE, JUNE 30, 2022		46,733	$	467	$	819,976		$	(63,376	)	$	757,067
BALANCE, DECEMBER 31, 2021		46,716	$	467	$	818,209		$	(73,568	)	$	745,108
Net earnings									49,429			49,429
Dividends declared — $0.82 per share									(39,237	)		(39,237	)
Shares issued pursuant to ATM Program, net		—		—		(83	)		—			(83	)
Shares issued pursuant to dividend reinvestment		1		—		30			—			30
Stock-based compensation/settlements		16		—		1,820			—			1,820
BALANCE, JUNE 30, 2022		46,733	$	467	$	819,976		$	(63,376	)	$	757,067

On March 1, 2023, our Board of Directors granted 253,075 restricted stock units (“RSU” or “RSUs”), under our Amended and Restated 2004 Omnibus Incentive Compensation Plan. On March 1, 2022, our Board of Directors granted 238,850 RSUs under our Amended and Restated 2004 Omnibus Incentive Compensation Plan.

Common Stocking Offering

In February 2023, we completed a follow-on public offering of 3,450,000 shares of common stock, including the full exercise of the underwriters’ option to purchase 450,000 shares, in connection with forward sales agreements (the "February 2023 Forward Offering"). Upon settlement, the February 2023 Forward Offering is anticipated to raise total gross proceeds of approximately $112,505,000. We expect to settle the forward sale agreements in full within 12 months via physical delivery of the outstanding shares of common stock in exchange for cash proceeds.

ATM Programs

In February 2021, we established an at-the-market equity offering program (the “2021 ATM Program”), pursuant to which we were 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 agents. The 2021 ATM Program was terminated in February 2023.

In February 2023, 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 $350,000,000 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 our 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 six months ended June 30, 2023 and 2022, no shares of common stock were issued under the ATM Program or the 2021 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 six months ended June 30, 2023, we settled 1,007,230 and 3,721,366 shares of common stock, respectively, subject to forward sale agreements under the 2021 ATM Program for net proceeds of $31,159,000 and $114,117,000, respectively, after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreement. As of June 30, 2023, no shares remain subject to forward sale agreements under the 2021 ATM Program.

In addition, during the three and six months ended June 30, 2023, we entered into forward sale agreements to sell an aggregate of 217,561 shares of common stock at an average gross offering price of $34.97 per share under the ATM Program. No shares were settled during the three and six months ended June 30, 2023 under the ATM Program. 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.

Dividends

For the six months ended June 30, 2023, we paid regular quarterly dividends of $41,545,000 or $0.86 per share. For the six months ended June 30, 2022, we paid regular quarterly dividends of $39,085,000 or $0.82 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 six months ended June 30, 2023 and 2022, we issued 817 and 996 shares of common stock, respectively, under the dividend reinvestment plan and received proceeds of $28,000 and $30,000, respectively.

Stock-Based Compensation

Compensation cost for our stock-based compensation plans using the fair value method was $2,719,000 and $2,316,000 for the six months ended June 30, 2023 and 2022, respectively, and is included in general and administrative expense in our consolidated statements of operations.