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Stockholders’ Equity, Partners’ Capital and Preferred Equity
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Stockholders’ Equity, Partners’ Capital and Preferred Equity Stockholders’ Equity, Partners’ Capital and Preferred Equity
Common Stock

Private Offering

Concurrently with a series of transactions completed on December 23, 2019 (collectively the “Private Offering”), the Company received net proceeds of $219.0 million, net of initial purchaser’s discount and placement fees of $13.9 million. The Private Offering resulted in the issuance of 11,797,645 shares of common stock. The Company contributed the net proceeds of $219.0 million from the Private Offering to the Operating Partnership in exchange for 11,797,645 Class A OP Units.

Initial Public Offering

On August 17, 2020, the Company completed the initial public offering of its common stock. The Company sold 12,244,732 shares of common stock and selling stockholders sold 255,268 shares of common stock at a price of $18.00 per share. On September 16, 2020, the Company issued an additional 1,436,829 shares of its common stock pursuant to the underwriters' over-allotment option. The net proceeds to the Company from the initial public offering were $227.3 million, net of underwriting discounts and transaction costs of $18.9 million. The Company contributed the net proceeds to the Operating Partnership in exchange for 13,681,561 Class A OP Units. In addition, an equivalent number of Class A OP Units were issued to the Company for the 255,268 shares sold by selling stockholders.

April 2021 Follow-On Offering

On April 12, 2021, the Company completed a public offering of 10,915,688 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 1,423,785 shares of common stock. The Company received net proceeds of $194.2 million, net of underwriting discounts and transaction costs of $9.4 million. The Company contributed the net proceeds to the Operating Partnership in exchange for 10,915,688 Class A OP Units.

ATM Program

On September 1, 2021, the Company entered into a $250.0 million at-the-market equity program (the “ATM Program”) through which, from time to time, it may sell shares of its common stock in registered transactions. The Company has issued shares of common stock in connection with the ATM Program as follows:

•In October and November 2021, the Company issued 3,852,436 shares of common stock at a weighted average price of $23.36 per share for net proceeds of approximately $89.0 million, net of sales commissions and offering costs of $1.0 million. The Company contributed the net proceeds to the Operating Partnership in exchange for 3,852,436 Class A OP Units.

•In March 2022, the Company issued 163,774 shares of common stock at a weighted average price of $22.08 per share for net proceeds of approximately $3.5 million, net of sales commissions and offering costs of less than $0.1 million. The Company contributed the net proceeds to the Operating Partnership in exchange for 163,774 Class A OP Units.

•In December 2022, the Company issued 112,286 shares of common stock at a weighted average price of $19.46 per share for net proceeds of approximately $2.0 million, net of sales commissions and offering costs of less than $0.2 million. The Company contributed the net proceeds to the Operating Partnership in exchange for 112,286 Class A OP Units.

January 2022 Follow-On Offering

On January 13, 2022, the Company completed a registered public offering of 10,350,000 shares of its common stock at a public offering price of $22.25 per share. In connection with the offering, the Company entered into forward sale agreements for 10,350,000 shares of its common stock. As of December 31, 2022, the Company fully physically settled the forward sale agreements (by the delivery of shares of common stock) as follows:

•On September 29, 2022, the Company settled 4,512,003 shares of common stock at a price of $22.25 per share in accordance with the forward sale agreements. The Company received net proceeds from the settlement of $93.5 million, net of underwriting discounts and offering costs of $6.9 million. The Company contributed the net proceeds to the Operating Partnership in exchange for 4,512,003 Class A OP Units.
•On June 23, 2022, the Company settled 2,397,035 shares of common stock at a price of $22.25 per share in accordance with the forward sale agreements. The Company received net proceeds from the settlement of $50.0 million, net of underwriting discounts and offering costs of $3.3 million. The Company contributed the net proceeds to the Operating Partnership in exchange for 2,397,035 Class A OP Units.

•On March 30, 2022, the Company settled 3,440,962 shares of common stock at a price of $22.25 per share in accordance with the forward sale agreements. The Company received net proceeds from the settlement of $72.0 million, net of underwriting discounts and offering costs of $4.6 million. The Company contributed the net proceeds to the Operating Partnership in exchange for 3,440,962 Class A OP Units.

August 2022 Follow-On Offering

On August 8, 2022, the Company completed a registered public offering of 9,000,000 shares of its common stock at a public offering price of $20.20 per share, which excluded an over-allotment option to the underwriters to purchase up to an additional 1,350,000 shares, which was exercised in full on August 10, 2022. In connection with the offering, the Company entered into forward sale agreements for 10,350,000 shares of its common stock. The Company did not initially receive any proceeds from the sales of shares of common stock by the forward purchasers upon registration of the offering. The Company may physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sale of those shares upon one or more forward settlement dates, which shall occur no later than August 3, 2023. The Company may, at its election, cash settle or net share settle all or a portion of its obligations under a forward sale agreement if it concludes it is in its best interest to do so over the prescribed offering period. If the Company elects to cash settle a forward sale agreement, it may not receive any proceeds and may owe cash to the relevant forward counterparty in certain circumstances. As of December 31, 2022, 7,376,056 shares remained unsettled under the August 8, 2022 forward sale agreements. The Company partially physically settled the August 2022 forward sale agreement as follows:

•On December 30, 2022, the Company settled 2,973,944 shares of common stock at a price of $20.20 per share in accordance with the forward sale agreements. The Company received net proceeds from the settlement of $56.7 million, net of underwriting discounts and offering costs of $3.4 million. The Company contributed the net proceeds to the Operating Partnership in exchange for 2,973,944 Class A OP Units.

Surrendered Shares on Vested Stock Unit Awards

During the periods presented, portions of restricted stock unit awards granted to certain of the Company’s officers, directors and employees vested. The vesting of these awards, granted pursuant to the Omnibus Incentive Plan (as defined in “Note 10 - Stock-Based Compensation”), resulted in federal and state income tax liabilities for the recipients. During 2022 and 2021, as permitted by the terms of the Omnibus Incentive Plan and the award grants, certain executive officers and employees elected to surrender a total of 23 thousand and 75 thousand shares of common stock, respectively valued at $0.5 million and $1.5 million, respectively, solely to pay the associated statutory tax withholding. The surrendered shares are included in repurchase of shares of common stock in the consolidated statements of cash flows.

Preferred Equity

To maintain the Company’s status as a REIT, on January 27, 2020, the Company issued and sold 125 shares of 12.0% Series A Cumulative Non-Voting Preferred Stock, par value $0.01 per share, for $1,000 per share to accredited investors pursuant to Regulation D under the Securities Act. The shares of Series A Preferred Stock may be redeemed solely at the Company’s option for consideration equal to $1,000 per share, plus accrued and unpaid dividends thereon to and including the date fixed for redemption, plus a redemption premium as follows (i) until December 31, 2021, $100 and (ii) thereafter, no redemption premium.

In May 2020, the Company declared a preferred dividend of $51.33 per share of Series A Preferred Stock to holders of record as of June 15, 2020. The preferred dividend was settled in cash on June 30, 2020.

The Company redeemed all 125 outstanding shares of Series A Preferred Stock upon the completion of the initial public offering for approximately $0.1 million, which included the payment of accrued dividends for the period from July 1, 2020 to August 18, 2020 and a redemption premium of $100 per share. As of December 31, 2020, there were no shares of preferred stock outstanding.
Dividends

During the years ended December 31, 2022 and 2021, the Company declared and paid the following common stock dividends (in thousands, except per share data):

Year Ended December 31, 2022
Declaration DateDividend Per ShareRecord DateTotal AmountPayment Date
February 2, 2022$0.20 March 15, 2022$8,888 March 30, 2022
April 26, 20220.20 June 1, 20229,588 June 15, 2022
July 26, 20220.20 September 1, 202210,073 September 15, 2022
October 25, 20220.20 December 1, 202210,984 December 15, 2022
$0.80 $39,533 

Year Ended December 31, 2021
Declaration DateDividend Per ShareRecord DateTotal AmountPayment Date
March 3, 2021$0.20 March 15, 2021$5,687 March 30, 2021
April 27, 20210.20 June 1, 20217,890 June 15, 2021
July 27, 20210.20 September 1, 20217,916 September 15, 2021
October 26, 20210.20 December 1, 20218,702 December 15, 2021
$0.80 $30,195 

The holders of OP Units are entitled to an equal distribution per each OP Unit held as of each record date. Accordingly, during the years ended December 31, 2022 and 2021, the Operating Partnership paid distributions of $0.4 million and $1.1 million, respectively, to holders of OP Units.

For federal income tax purposes, distributions to stockholders are characterized as ordinary income dividends, capital gain distributions, or non-dividend distributions. Non-dividend distributions will reduce U.S. stockholders’ basis (but not below zero) in their shares. The following table shows the character of the Company’s common stock distributions paid per share for the years ended December 31, 2022 and 2021:

Year Ended December 31,
20222021
Ordinary income dividends$0.6768$0.3099
Non-dividend distributions0.08560.4901
Capital gain distributions0.03760.0000
Total$0.8000$0.8000

Noncontrolling Interests

Noncontrolling interests represent noncontrolling holders of OP Units in the Operating Partnership, which were issued effective with the Company’s Private Offering. OP Units are convertible into shares of common stock as the OP Units may be redeemed for cash or, at the Company’s election, exchanged for shares of the Company’s common stock on a one-for-one basis. As of December 31, 2022 and 2021, noncontrolling interests represented 0.9% and 1.3%, respectively of OP Units. During the years ended December 31, 2022 and 2021, OP Unit holders redeemed 49,317 and 1,189,098 OP units, respectively, into shares of common stock on a one-for-one basis.