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Equity
 12 Months Ended
Dec. 31, 2023
Stockholders' Equity Note [Abstract]  
Equity Equity
Preferred Stock. In the first quarter of 2022, we completed a public offering of an additional 3,292,000 shares of 6.25% Series F fixed-to-floating rate cumulative redeemable preferred stock, generating net proceeds of $77.1 million after deducting the underwriting discount and other offering expenses. The additional shares issued have the same terms as the original issuance.
The Series D, Series E and Series F preferred stock are not redeemable by us prior to June 2, 2026, August 11, 2026 and October 12, 2026, respectively.
Common Stock. We have an equity distribution agreement with JMP Securities LLC ("JMP") where we may offer and sell up to 25,000,000 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 2023, we sold 13,113,296 shares of our common stock at an average price of $14.77 per share for net proceeds of $193.7 million. At December 31, 2023, we had 5,176,704 shares available under the agreement.
In March 2023, the Board of Directors authorized a share repurchase program providing for the repurchase of up to $50.0 million of our outstanding common stock. The repurchase of our common stock may be made from time to time in the open market, through privately negotiated transactions, or otherwise in compliance with Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934, based on our stock price, general market conditions, applicable legal requirements and other factors. The program may be discontinued or modified at any time. During 2023, we repurchased 3,545,604 shares of our common stock under this program at a total cost of $37.4 million and an average cost of $10.56 per share. In December 2023, the Board of Directors authorized an increase to the remaining availability under the share repurchase program to $150.0 million. At December 31, 2023, there was $150.0 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, 2023, there were 16,293,589 OP Units outstanding, which represented 8.0% of the voting power of our outstanding stock.
Distributions. Dividends declared (on a per share basis) for the year ended December 31, 2023 are as follows:
Common StockPreferred Stock
Dividend
Declaration DateDividendDeclaration DateSeries DSeries ESeries F
February 15, 2023$0.40 January 3, 2023$0.3984375 $0.390625 $0.390625 
May 3, 2023$0.42 March 31, 2023$0.3984375 $0.390625 $0.390625 
July 26, 2023$0.43 June 30, 2023$0.3984375 $0.390625 $0.390625 
October 25, 2023$0.43 September 29, 2023$0.3984375 $0.390625 $0.390625 
December 29, 2023$0.3984375 $0.390625 $0.390625 
Common Stock – On February 14, 2024, the Board of Directors declared a cash dividend of $0.43 per share of common stock. The dividend is payable on March 15, 2024 to common stockholders of record as of the close of business on March 4, 2024.
We have determined that 100% of the common stock and preferred stock dividends paid during 2023, 2022 and 2021 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 2023. As a result, no portion of the 2023 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.
During 2023, we issued 943,788 shares of restricted common stock to our employees and members of our Board of Directors under the 2020 Amended Omnibus Stock Incentive Plan (the “2020 Plan”) with a total grant date fair value of $11.3 million, of which: (1) 299,710 shares with a grant date fair value of $3.6 million were fully vested on the grant date; (2) 277,751 shares with a grant date fair value of $3.4 million will vest in 2024; (3) 253,479 shares with a grant date fair value of $3.0 million will vest in 2025; (4) 78,126 shares with a grant date fair value of $0.9 million will vest in 2026; and (5) 34,722 shares with a grant date fair value of $0.4 million will vest in 2027. We issued 40,796 fully vested restricted stock units (“RSUs”) with a grant date fair value of $0.5 million to certain members of our Board of Directors and 247,275 RSUs with a grant date fair value of $2.9 million that vest in full in the first quarter of 2026 to our chief executive officer. The individuals decided to defer the receipt of the common stock, to which the RSUs are converted into, to a future date. The deferred awards have no voting rights and are eligible to receive dividend equivalents equal to the dividends on our common stock as, and when, declared by our Board of Directors.
During 2022, we issued 652,596 shares of restricted common stock to our employees and members of our Board of Directors under the 2020 Amended Omnibus Stock Incentive Plan (the “2020 Plan”) with a total grant date fair value of $11.1 million, of which: (1) 232,899 shares with a grant date fair value of $4.0 million were fully vested on the grant date; (2) 217,840 shares with a grant date fair value of $3.7 million vested in 2023; (3) 181,968 shares with a grant date fair value of $3.1 million will vest in 2024; (4) 9,951 shares with a grant date fair value of $0.2 million will vest in 2025; and (5) 9,938 shares with a grant date fair value of $0.2 million will vest in 2026. We issued 25,012 fully vested restricted stock units (“RSUs”) with a grant date fair value of $0.4 million to certain members of our Board of Directors and 189,873 RSUs with a grant date fair value of $3.3 million that vest in full in the first quarter of 2025 to our chief executive officer. The individuals decided to defer the receipt of the common stock, to which the RSUs are converted into, to a future date. The deferred awards have no voting rights and are eligible to receive dividend equivalents equal to the dividends on our common stock as, and when, declared by our Board of Directors.
In 2021, we issued 384,758 shares of restricted common stock to our employees and members of our Board of Directors under the 2020 Plan with a total grant date fair value of $6.4 million, of which: (1) 144,951 shares with a grant date fair value of $2.4 million vested on the grant date; (2) 101,475 shares with a grant date fair value of $1.7 million vested in 2022; (3) 88,788 shares with a grant date fair value of $1.5 million vested in 2023; (4) 25,479 shares with a grant date fair value of $0.4 million will vest in 2024; and (5) 24,065 shares with a grant date fair value of $0.4 million will vest in 2025. In April 2021, 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, which vest in full in July 2024.
In 2023, 2022 and 2021, previously granted performance-based restricted stock units of 352,427 units, 381,503 units and 448,980 units, respectively, fully vested based on achieving the performance objectives for the four-year periods ended December 31, 2022, 2021 and 2020, respectively. The 352,427 units, 381,503 units and 448,980 units vested in full and were net settled for 172,513 shares, 186,772 shares and 229,083 shares, respectively, of common stock in 2023, 2022 and 2021. respectively. In addition, 313,152 shares, 246,508 shares and 294,985 shares of performance-based restricted stock granted in 2020, 2019 and 2018, respectively, vested in 2023, 2022 and 2021, respectively, which were net settled for 153,287 shares, 120,665 shares and 150,530 shares, respectively, of common stock.
During 2023, 2022 and 2021, we recorded total stock-based compensation expense of $14.2 million, $14.2 million and $9.3 million, respectively, to employee compensation and benefits and $0.7 million, $0.8 million and $0.6 million, respectively, to selling and administrative expense.
During 2023, a total of 874,611 shares of restricted stock and restricted stock units vested with a grant date fair value of $11.1 million.
At December 31, 2023 and 2022, there were 1,657,078 shares and 1,389,427 shares, respectively, of unvested restricted common stock with a grant date fair value of $23.7 million and $21.3 million, respectively.
At December 31, 2023, total unrecognized compensation cost related to unvested restricted common stock was $8.1 million, which is expected to be recognized ratably over the remaining weighted-average vesting period of 1.8 years.
Earnings Per Share. Basic EPS is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period inclusive of unvested restricted stock with full dividend participation rights. Diluted EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock
outstanding, plus the additional dilutive effect of common stock equivalents during each period. Our common stock equivalents include the weighted average dilutive effect of restricted stock units granted to our chief executive officer, OP Units and convertible senior unsecured notes.
A reconciliation of the numerator and denominator of our basic and diluted EPS computations is as follows ($ in thousands, except share and per share data):
Year Ended December 31,
202320222021
BasicDilutedBasicDilutedBasicDiluted
Net income attributable to common stockholders (1)$330,065 $330,065 $284,829 $284,829 $317,412 $317,412 
Net income attributable to noncontrolling interest (2)— 29,122 — 28,044 — 38,507 
Interest expense on convertible notes (3)— 24,832 — 20,166 — — 
Net income attributable to common stockholders and noncontrolling interest$330,065 $384,019 $284,829 $333,039 $317,412 $355,919 
Weighted average shares outstanding184,641,642184,641,642165,355,167165,355,167137,830,691137,830,691
Dilutive effect of OP Units (2)—16,293,589—16,304,638—16,818,722
Dilutive effect of convertible notes (3)—17,294,392—16,900,204—506,949
Dilutive effect of restricted stock units (4)—613,990—552,621—933,233
Weighted average shares outstanding 184,641,642218,843,613165,355,167199,112,630137,830,691156,089,595
Net income per common share (1)$1.79 $1.75 $1.72 $1.67 $2.30 $2.28 
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(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)Beginning January 1, 2022, the effective date we adopted ASU 2020-06, we started utilizing the if-converted method of calculating EPS to reflect the impact of our convertible senior notes. For 2021, the convertible senior notes impacted diluted EPS if the average price of our common stock exceeded the conversion price, as calculated in accordance with the terms of the indenture.
(4)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.