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 Additional Retained Cumulative Accumulated Non- Total 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 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 — — ( 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 — — — — — 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 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 Additional Retained Cumulative Accumulated Non- Total 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 12,020 — 164 — — — ( 164 ) — Issuance of common stock, net 4,259,000 43 85,868 — — — — 85,911 Contribution of property for — — — — — — 219 219 Unrealized gain on interest rate swaps — — — — — 884 100 984 Net income — — — 14,368 — — 1,905 16,273 Allocation of non-controlling interest — — ( 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 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 — — — — — 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 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. |