Equity | 9. Equity The following table summarizes the changes in the Company’s stockholders’ equity for the three months ended September 30, 2022 and 2021 (amounts in thousands, except share amounts): Shares Common Additional Retained Cumulative Accumulated Non- Total 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 ) — — — — — — — Redemption of common units for — — — — — — — — Contribution of property for — — — — — — — — Unrealized gain on interest rate swaps, — — — — — 1,594 212 1,806 Net income — — — 642 — — 107 749 Allocation of non-controlling interest — — 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 Three months ended September 30, 2021 Balance at June 30, 2021 83,931,290 $ 839 $ 1,471,928 $ 47,157 $ ( 334,815 ) $ ( 8,539 ) $ 157,967 $ 1,334,537 Stock based compensation — — 216 — — — 1,117 1,333 Dividends and distributions paid 0.265 per share) — — — — ( 22,254 ) — ( 3,075 ) ( 25,329 ) Grant of unvested restricted stock 11,066 — — — — — — — Redemption of common units for 59,774 1 836 — — — ( 837 ) — Issuance of common stock, net 2,114,408 21 49,926 — — — — 49,947 Unrealized gain on interest rate — — — — — 1,013 167 1,180 Net income — — — 7,977 — — 1,065 9,042 Allocation of non-controlling interest — — ( 1,460 ) — — — 1,460 — Balance at September 30, 2021 86,116,538 $ 861 $ 1,521,446 $ 55,134 $ ( 357,069 ) $ ( 7,526 ) $ 157,864 $ 1,370,710 The following table summarizes the changes in the Company’s stockholders’ equity for the nine months ended September 30, 2022 and 2021 (amounts in thousands, except share amounts): Shares Common Additional Retained Cumulative Accumulated Non- Total 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, net 26,477 — — — — — — — Redemption of common units for 204,751 2 2,909 — — — ( 2,911 ) — Issuance of common stock, net 434,925 5 9,394 — — — — 9,399 Contribution of property for — — — — — — 17,361 17,361 Unrealized gain on interest rate swaps, — — — — — 9,059 1,157 10,216 Net income — — — 15,180 — — 1,962 17,142 Allocation of non-controlling interest — — 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 Nine months ended September 30, 2021 Balance at December 31, 2020 82,106,256 $ 821 $ 1,424,787 $ 31,965 $ ( 291,652 ) $ ( 11,351 ) $ 145,400 $ 1,299,970 Stock based compensation — — 600 — — — 3,100 3,700 Dividends and distributions paid 0.785 per share) — — — — ( 65,417 ) — ( 8,689 ) ( 74,106 ) Grant of unvested restricted stock, net 35,865 — — — — — — — Redemption of common units for 303,185 3 4,258 — — — ( 4,261 ) — Issuance of common stock, net 3,671,232 37 89,868 — — — — 89,905 Contribution of property for — — — — — — 20,790 20,790 Unrealized loss on interest rate — — — — — 3,825 450 4,275 Net income — — — 23,169 — — 3,007 26,176 Allocation of non-controlling interest — — 1,933 — — — ( 1,933 ) — Balance at September 30, 2021 86,116,538 $ 861 $ 1,521,446 $ 55,134 $ ( 357,069 ) $ ( 7,526 ) $ 157,864 $ 1,370,710 A summary of dividends declared by the Company’s 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 2022 April 27, 2022 May 13, 2022 May 25, 2022 $ 0.265 Q2 2022 July 27, 2022 August 11, 2022 August 23, 2022 $ 0.265 Q3 2022 October 26, 2022 November 11, 2022 November 23, 2022 $ 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, the Company and the Operating Partnership completed an underwritten public offering of 6,300,000 shares of common stock offered on a forward basis. In connection with the offering, the Company 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 the Company’s common stock. On December 28, 2021, the Company issued 3,991,000 shares of its 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. No shares were issued during the nine months ended September 30, 2022 . The Company expects to physically settle the remaining Forward Sales Agreements and receive proceeds, subject to certain adjustments, from the sale of those shares of common stock upon one or more such physical settlements. During the nine months ended September 30, 2022, the Company extended the date by which settlement of the Forward Sales Agreements will occur to August 14, 2023. Although the Company expects to settle the Forward Sales Agreements entirely by the physical delivery of shares of its common stock for cash proceeds, the Company may also elect to cash or net-share settle all or a portion of its obligations under the Forward Sales Agreements, in which case, the Company may receive, or may owe, cash or shares of its common stock from or to the forward purchasers. The Forward Sales Agreements provide for an initial forward price of $ 21.64 per share, subject to certain adjustments pursuant to the terms of each of the Forward Sales Agreements. The Forward Sales Agreements are subject to early termination or settlement under certain circumstances. ATM Programs The Company 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 it may issue and sell shares of its 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, the Company 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 its 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, 2022 (amounts in thousands except share amounts): 2019 ATM Program For the three months ended Number of Shares Issued (1) Net Proceeds (1) March 31, 2022 434,925 $ 9,409 June 30, 2022 — — September 30, 2022 — — Total 434,925 $ 9,409 (1) Shares issued by the Company, which were all issued in settlement of forward sales transactions. Additionally, as of September 30, 2022 , the Company had entered into forward sales transactions under the 2019 ATM Program for the sale of an additional 1,950,000 shares of its common stock that have not yet been settled. Subject to its right to elect net share settlement, the Company expects to physically settle the forward sales transactions by the maturity dates set forth in each applicable forward sale transaction placement notice, which dates range from December 2022 to August 2023. Assuming the forward sales transactions are physically settled in full utilizing a net weighted average initial forward sales price of $ 21.82 per share, the Company expects to receive net proceeds of approximately $ 42.6 million, after deducting offering costs, subject to adjustments in accordance with the applicable forward sale transaction. The Company accounted for the forward sale transactions as equity. No sales of shares of the Company’s common stock were made under the 2021 ATM Program during the nine months ended September 30, 2022. The Company used the net proceeds received from such sales for general corporate purposes. As of September 30, 2022, the Company had approximately $ 300.0 million of gross sales of its common stock available under the 2021 ATM Program and $ 87.4 million of gross sales of its common stock available under the 2019 ATM Program. Share Repurchase Program On April 28, 2022, the Company’s Board of Directors authorized a share repurchase program whereby the Company may repurchase up to 4,538,994 shares of its common stock, or approximately 5 % of its outstanding shares as of the authorization date. The Company is 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 its evaluation of market conditions and other factors. No repurchases of shares of the Company’s common stock were made under the share repurchase program during the nine months ended September 30, 2022. Contribution of Property for Common Units On May 10, 2022, the Company acquired NARA – Broomfield for which it issued, as partial consideration, 827,791 common units. The issuance of common units was effected in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act. |