Equity | 9. Equity The following table summarizes the changes in the Company’s stockholders’ equity for the three months ended March 31, 2022 and 2021 (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 March 31, 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 — — 183 — — — 1,446 1,629 Dividends and distributions paid ($0.265 per share) — — — — (23,893 ) — (3,141 ) (27,034 ) Grant of unvested restricted stock 7,353 — — — — — — — Redemption of common units for shares of common stock 189,751 2 2,698 — — — (2,700 ) — Issuance of common stock, net 434,925 5 9,394 — — — — 9,399 Unrealized gain on interest rate swaps, net — — — — — 4,900 607 5,507 Net income — — — 7,341 — — 922 8,263 Allocation of non-controlling interest in Operating Partnership — — (2,189 ) — — — 2,189 — Balance at March 31, 2022 90,779,897 $ 908 $ 1,614,798 $ 69,364 $ (403,788 ) $ (172 ) $ 158,235 $ 1,439,345 Three months ended March 31, 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 — — 218 — — — 1,116 1,334 Dividends and distributions paid ($0.260 per share) — — — — (21,355 ) — (2,831 ) (24,186 ) Grant of unvested restricted stock 4,462 — — — — — — — Redemption of common units for shares of common stock 189,411 2 2,662 — — — (2,664 ) — Issuance of common stock, net 1,556,824 16 39,942 — — — — 39,958 Unrealized gain on interest rate swaps, net — — — — — 1,610 228 1,838 Net income — — — 6,991 — — 889 7,880 Allocation of non-controlling interest in Operating Partnership — — (3,595 ) — — — 3,595 — Balance at March 31, 2021 83,856,953 $ 839 $ 1,464,014 $ 38,956 $ (313,007 ) $ (9,741 ) $ 145,733 $ 1,326,794 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 (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 three months ended March 31, 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 within approximately one year from the date of the offering. 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. 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 quarter ended March 31, 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 Total 434,925 $ 9,409 (1) Shares issued by the Company, which were all issued in settlement of forward sales transactions. Additionally, as of March 31, 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 June 2022 to January 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 agreements as equity. No sales of shares of the Company’s common stock were made under the 2021 ATM Program during the quarter ended March 31, 2022. The Company used the net proceeds received from such sales for general corporate purposes. As of March 31, 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. |