Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Equity

9. Equity

The following table summarizes the changes in our stockholders’ equity for the three months ended September 30, 2023 and 2022 (amounts in thousands, except share amounts):

	Shares			Common Stock Par Value		Additional Paid-in Capital			Retained Earnings		Cumulative Dividends			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interest in Operating Partnership			Total Equity
Three months ended September 30, 2023
Balance at June 30, 2023		93,415,706		$	934	$	1,673,399		$	102,491	$	(524,806	)	$	4,518		$	165,531		$	1,422,067
Stock based compensation		—			—		134			—		—			—			1,524			1,658
Dividends and distributions paid    ($0.265 per share)		—			—		—			—		(24,756	)		—			(3,399	)		(28,155	)
Redemption of common units for    shares of common stock		1,821			—		24			—		—			—			(24	)		—
Issuance of common stock, net		1,700,000			17		33,662			—		—			—			—			33,679
Unrealized loss on interest rate swaps		—			—		—			—		—			(88	)		(22	)		(110	)
Net income		—			—		—			5,374		—			—			707			6,081
Allocation of non-controlling interest    in Operating Partnership		—			—		(77	)		—		—			—			77			—
Balance at September 30, 2023		95,117,527		$	951	$	1,707,142		$	107,865	$	(549,562	)	$	4,430		$	164,394		$	1,435,220
Three months ended September 30, 2022
Balance at June 30, 2022		90,816,622		$	908	$	1,621,288		$	76,561	$	(427,851	)	$	2,393		$	168,696		$	1,441,995
Stock based compensation		—			—		126			—		—			—			1,499			1,625
Dividends and distributions paid    ($0.265 per share)		—			—		—			—		(24,066	)		—			(3,314	)		(27,380	)
Forfeiture of unvested restricted stock		(2,601	)		—		—			—		—			—			—			—
Unrealized gain on interest rate     swaps, net		—			—		—			—		—			1,594			212			1,806
Net income		—			—		—			642		—			—			107			749
Allocation of non-controlling interest    in Operating Partnership		—			—		1,214			—		—			—			(1,214	)		—
Balance at September 30, 2022		90,814,021		$	908	$	1,622,628		$	77,203	$	(451,917	)	$	3,987		$	165,986		$	1,418,795

The following table summarizes the changes in our stockholders’ equity for the nine months ended September 30, 2023 and 2022 (amounts in thousands, except share amounts):

	Shares		Common Stock Par Value		Additional Paid-in Capital			Retained Earnings		Cumulative Dividends			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interest in Operating Partnership			Total Equity
Nine months ended September 30, 2023
Balance at December 31, 2022		90,814,021	$	908	$	1,622,913		$	93,497	$	(475,983	)	$	3,546		$	166,101		$	1,410,982
Stock based compensation		—		—		427			—		—			—			4,198			4,625
Dividends and distributions paid    ($0.795 per share)		—		—		—			—		(73,579	)		—			(10,195	)		(83,774	)
Grant of unvested restricted stock		32,486		—		—			—		—			—			—			—
Redemption of common units for    shares of common stock		12,020		—		164			—		—			—			(164	)		—
Issuance of common stock, net		4,259,000		43		85,868			—		—			—			—			85,911
Contribution of property for    common units		—		—		—			—		—			—			219			219
Unrealized gain on interest rate swaps		—		—		—			—		—			884			100			984
Net income		—		—		—			14,368		—			—			1,905			16,273
Allocation of non-controlling interest    in Operating Partnership		—		—		(2,230	)		—		—			—			2,230			—
Balance at September 30, 2023		95,117,527	$	951	$	1,707,142		$	107,865	$	(549,562	)	$	4,430		$	164,394		$	1,435,220
Nine months ended September 30, 2022
Balance at December 31, 2021		90,147,868	$	901	$	1,604,712		$	62,023	$	(379,895	)	$	(5,072	)	$	158,912		$	1,441,581
Stock based compensation		—		—		478			—		—			—			4,413			4,891
Dividends and distributions paid    ($0.795 per share)		—		—		—			—		(72,022	)		—			(9,773	)		(81,795	)
Grant of unvested restricted stock		26,477		—		—			—		—			—			—			—
Redemption of common units for    shares of common stock		204,751		2		2,909			—		—			—			(2,911	)		—
Issuance of common stock, net		434,925		5		9,394			—		—			—			—			9,399
Contribution of property for    common units		—		—		—			—		—			—			17,361			17,361
Unrealized gain on interest rate     swaps, net		—		—		—			—		—			9,059			1,157			10,216
Net income		—		—		—			15,180		—			—			1,962			17,142
Allocation of non-controlling interest    in Operating Partnership		—		—		5,135			—		—			—			(5,135	)		—
Balance at September 30, 2022		90,814,021	$	908	$	1,622,628		$	77,203	$	(451,917	)	$	3,987		$	165,986		$	1,418,795

A summary of dividends declared by our board of directors per share of common stock and per common unit at the date of record is as follows:

Quarter	Declaration Date	Record Date	Payment Date	Dividend (1)
Q1 2023	April 26, 2023	May 11, 2023	May 23, 2023	$	0.265
Q2 2023	August 2, 2023	August 17, 2023	August 29, 2023	$	0.265
Q3 2023	October 26, 2023	November 9, 2023	November 21, 2023	$	0.265

(1)Prior to the end of the performance period as set forth in the applicable LTIP unit award, holders of performance-based LTIP units are entitled to receive dividends per LTIP unit equal to 10% of the dividend paid per common unit. After the end of the performance period, the number of LTIP units, both vested and unvested, that LTIP award recipients have earned, if any, are entitled to receive dividends in an amount per LTIP unit equal to dividends, both regular and special, payable per common unit. Holders of LTIP units that are not subject to the attainment of performance goals are entitled to receive dividends per LTIP unit equal to 100% of the dividend paid per common unit beginning on the grant date.

Offering of Common Stock on a Forward Basis

On August 11, 2021, we completed an underwritten public offering of 6,300,000 shares of common stock offered on a forward basis. In connection with the offering, we also entered into separate forward sale agreements with each of the forward purchasers (the “Forward Sales Agreements”), pursuant to which the forward purchasers borrowed and sold to the underwriters an aggregate of 6,300,000 shares of our common stock. On December 28, 2021, we issued 3,991,000 shares of our common stock for net proceeds of $85.0 million, which shares were issued in partial settlement of the Forward Sales Agreements entered into in connection with the underwritten public offering. During the three months ended March 31, 2023, we issued 2,309,000 shares of common stock under the Forward Sale Agreements and received net cash proceeds of approximately $46.8 million. As of September 30, 2023, all shares of common stock under the Forward Sales Agreements had been issued and settled.

ATM Programs

We entered into separate equity distribution agreements on each of December 20, 2019 (the “2019 ATM Program”) and June 22, 2021 (the “2021 ATM Program” and, together with the 2019 ATM Program, the “ATM Programs”) with various financial institutions pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $300.0 million under each ATM Program from time to time in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under each of the ATM Programs, we may enter into one or more forward transactions (each, a “forward sale transaction”) under separate master forward sale confirmations and related supplemental confirmations with each of the various financial institutions party to the respective ATM Program for the sale of shares of our common stock on a forward basis.

The following table sets forth certain information with respect to issuances under the 2019 ATM Program during the nine months ended September 30, 2023 (amounts in thousands except share amounts):

	2019 ATM Program
For the three months ended	Number of Shares Issued(1)		Net Proceeds(1)
March 31, 2023		250,000	$	5,562
June 30, 2023		—		—
September 30, 2023		1,700,000		33,717
Total		1,950,000	$	39,279

(1)Shares were all issued in settlement of forward sales transactions. As of September 30, 2023, we had settled all of our outstanding forward sales transactions under the 2019 ATM Program. We accounted for the forward sale transactions as equity.

No sales of shares of our common stock were made under the 2021 ATM Program during the nine months ended September 30, 2023.

We used the net proceeds received from sales under our 2019 ATM Program for general corporate purposes. As of September 30, 2023, we had approximately $300.0 million of gross sales of our common stock available under the 2021 ATM Program and $87.4 million of gross sales of common stock available under the 2019 ATM Program.

Share Repurchase Program

On April 28, 2022, our Board of Directors authorized a share repurchase program whereby we may repurchase up to 4,538,994 shares of our common stock, or approximately 5% of our outstanding shares as of the authorization date. We are not required to purchase shares under the share repurchase program, but may choose to do so in the open market or through privately negotiated transactions at times and amounts based on our evaluation of market conditions and other factors.

No repurchases of shares of our common stock were made under the share repurchase program during the nine months ended September 30, 2023.

Contribution of Property for Common Units

On January 25, 2023, the Operating Partnership issued 12,391 common units and fully settled a contingent earn-out liability in connection with our acquisition of FBI / DEA - El Paso on May 26, 2020. The issuance of the common units was effected in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act.