Stockholder’s Equity | Stockholders’ Equity ATM Program On November 4, 2022, the Company entered into separate open market sale agreements for its at-the-market offering program (the "ATM Program") with each of Jefferies LLC, BMO Capital Markets Corp., Janney Montgomery Scott LLC, Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc., as agents, pursuant to which the Company may offer and sell, from time to time, shares of its Class A common stock having an aggregate sales price of up to $50.0 million. The agreements also provide that the Company may enter into one or more forward sale agreements under separate master forward confirmations and related supplemental confirmations with affiliates of certain agents. On August 8, 2023, the Company amended the ATM Program to increase the aggregate offering amount under the program from up to $50.0 million to up to $150.0 million. The following table summarizes the activity under the ATM Program for the period presented (dollars in thousands, except per share amounts). During the three and nine months ended September 30, 2023, 1,114,997 shares and 1,435,304 shares were issued under the ATM program, respectively. During the three and nine months ended September 30, 2022, 227,473 shares were issued under the ATM program. As of September 30, 2023, the Company had approximately $117.3 million remaining that may be issued under the ATM Program. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Shares issued (1) 1,114,997 227,473 1,435,304 227,473 Gross proceeds $ 16,744 $ 3,730 $ 21,568 $ 3,730 Fees, issuance and other costs (555) (223) (826) (223) Net proceeds received $ 16,189 $ 3,507 $ 20,742 $ 3,507 Average gross sales price per share $ 15.02 $ 16.40 $ 15.03 $ 16.40 Explanatory Note : (1) Includes 600,000 shares that were issued in September 2023 in settlement of forward sales transactions that were entered into by the Company in July 2023. Additionally, as of September 30, 2023, the Company had an additional 198,847 shares of forward sales transactions that had yet been settled. On October 11, 2023, the remaining 198,847 shares were settled for net proceeds of approximately $2.9 million. The Company did not receive any proceeds from the sale of shares at the time when it entered into the forward sales transactions under the ATM Program. The Company determined that such forward sales transactions met the criteria for equity classification and, therefore, were exempt from derivative accounting. The Company recorded the forward sales transactions at fair value at inception, which was determined to be zero. Subsequent changes to fair value are not required under equity classification. Dividends During the three and nine months ended September 30, 2023, the Company's Board of Directors approved and the Company declared and paid dividends of $6.1 million and $17.9 million, respectively, to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $0.2375 per share or unit and $0.713 per share or unit, respectively, as shown in the table below. Declaration Date Record Date Date Paid Amount Per Share or Unit February 1, 2023 February 15, 2023 February 28, 2023 $ 0.2375 April 24, 2023 May 5, 2023 May 31, 2023 $ 0.2375 July 26, 2023 August 7, 2023 August 31, 2023 $ 0.2375 Non-controlling Interests Non-controlling interests in the Company represent OP Units held by the Company's prior investors and certain sellers of properties to the Company and LTIP Units primarily issued to the Company’s employees and the Board of Directors in connection with the IPO and/or in lieu of their cash compensation. During the nine months ended September 30, 2023, the Company issued 143,288 LTIP Units to the Company’s CEO for his 2022 incentive bonus, his election to defer 100% of his 2023 annual salary and for long term incentive compensation, 75,489 LTIP Units to the Company’s president for his 2022 incentive bonus and his election to defer 50% of his 2023 annual salary, 57,057 LTIP Units to the Company's Chief Financial Officer for his 2022 incentive bonus and for long term incentive compensation, 40,635 LTIP Units in June 2023 to the Board of Directors for their annual retainers as compensation for their services as directors, 25,510 LTIP Units to an employee for his 2022 incentive bonus, his election to defer a portion of his 2023 annual salary and for long term incentive compensation and 8,447 LTIP Units to a consultant under the consultancy agreement with the Company. As of September 30, 2023 and December 31, 2022, non-controlling interests consisted of 3,936,516 OP Units and 887,294 LTIP Units and 4,133,619 OP Units and 536,868 LTIP Units, respectively. This represented approximately 18.2% and 19.2% of the outstanding Operating Partnership units as of September 30, 2023 and December 31, 2022, respectively. OP Units and shares of Class A common stock generally have the same economic characteristics, as they share equally in the total net income or loss and distributions of the Operating Partnership. Beginning on or after the date which is 12 months after the date on which a person first became a holder of common units, each limited partner and assignees of limited partners will generally have the right, subject to the terms and conditions set forth in the partnership agreement, to require the Operating Partnership to redeem all or a portion of the OP Units held by such limited partner or assignee in exchange for cash, or at the Company's sole discretion, shares of Class A common stock, on an one-for-one basis determined in accordance with and subject to adjustment under the partnership agreement. During the nine months ended September 30, 2023, 402,433 OP Units were redeemed for 402,433 shares of Class A common stock. For redemption of OP Units using shares of Class A common stock, the Company adjusted the carrying value of non-controlling interests to reflect its share of the book value of the Operating Partnership reflecting the change in the Company’s ownership of the Operating Partnership. Such adjustments are recorded to additional paid-in capital as a reallocation of non-controlling interest in the Consolidated Statements of Changes in Equity. During the nine months ended September 30, 2023, 37,500 OP Units were also redeemed for cash for the total amount of $0.6 million. The Operating Partnership unitholders are entitled to share in cash distributions from the Operating Partnership in proportion to their percentage ownership of OP Units. Restricted Stock and Other Awards Pursuant to the Company’s Plan, the Company may grant equity incentive awards to its directors, officers, employees and consultants. As of September 30, 2023, the remaining shares available under the Plan for future issuance was 1,025,868. The Plan provides for grants of stock options, stock awards, stock appreciation rights, performance units, incentive awards, other equity-based awards (including LTIP Units) and dividend equivalents in connection with the grant of performance units and other equity-based awards. The following table presents a summary of the Company's outstanding restricted shares of Class A common stock, LTIP Units and RSUs. The balance as of September 30, 2023 represents unvested restricted shares of Class A common stock and LTIP Units and RSUs that are outstanding, whether vested or not: Restricted Shares (1)(2) LTIP Units (3) RSUs (4) Total Shares/Units/RSUs Weighted Outstanding, as of January 1, 2023 449,076 536,868 229,500 1,215,444 $ 16.12 Granted 131,171 350,426 120,909 602,506 $ 15.53 Vesting of restricted shares and RSUs (5) (56,940) — (27,456) (84,396) $ 12.17 Forfeited (5,169) — (11,216) (16,385) $ 8.58 Outstanding, as of September 30, 2023 518,138 887,294 311,737 1,717,169 $ 16.18 Explanatory Notes : (1) Represents restricted shares awards included in Class A common stock. (2) The time-based restricted share awards granted to the Company's officers and employees typically vest in three annual installments or cliff vest at the end of three years, five years or eight years. (3) Includes 143,288 LTIP Units granted to the Company’s CEO, 75,489 LTIP Units granted to the Company’s president and 57,057 LTIP Units granted to the Company's Chief Financial Officer, which vest over three years or cliff vest at the end of eight years. Also includes 25,510 LTIP Units granted to an employee of the Company, a portion of which will vest on December 31, 2023 with the remaining to vest over three years or cliff vest at the end of eight years, 40,635 LTIP Units granted to the Company's independent directors that vest over three years or cliff vest at the end of three years and 8,446 LTIP Units granted to a consultant under the consultancy agreement with the Company, with 3,304 of such units vested on June 30, 2023 and 5,143 remaining to vest on June 30, 2024. (4) Includes 63,512 RSUs granted to certain officers and employees of the Company during the nine months ended September 30, 2023, subject to the achievement of a service condition and a market condition. Such RSUs are market-based awards and are subject to the achievement of performance-based hurdles relating to the Company’s specified absolute and relative total stockholder return goals and continued employment with the Company over the approximately three-year period from the grant date through December 31, 2025. The number of market-based RSUs is based on the number of shares issuable upon achievement of the market-based metric at target. Also, includes 46,258 time-based RSUs issued for 2022 incentive bonuses to certain employees that vested fully on January 31, 2023, the date of grant, and 11,138 time-based RSUs granted to certain employees for their election to defer a portion of their 2023 salary that will vest on December 31, 2023. RSUs reflect the right to receive shares of Class A common stock, subject to the applicable vesting criteria. (5) Includes 63,086 of restricted shares and RSUs that vested and 21,310 shares of restricted shares that were withheld to satisfy minimum statutory withholding requirements. During the year ended December 31, 2020, the Company issued 38,672 RSUs (the “2020 Performance-Based Awards”) to certain employees that were market-based awards and subject to the achievement of performance-based hurdles relating to the Company’s absolute total stockholder return goals and continued employment with the Company over the approximately three-year performance period ended December 31, 2022. In January 2023, the Company's Corporate Governance and Compensation Committee of the Board of Directors determined that the Company's total stockholder return for such three-year performance period exceeded the threshold performance hurdles for the 2020 Performance-Based Awards and, as a result, approved the payout of (i) 27,456 RSUs for such awards, which were settled using the Company’s shares of Class A common stock, and (ii) their cash dividends for the three-year performance period. During the three and nine months ended September 30, 2023, the Company recognized compensation expense of $1.2 million and $4.1 million, respectively, in “General and administrative expenses” and $0.1 million and $0.5 million, respectively, in "Property operating expenses" in the Consolidated Statements of Operations and Comprehensive Income related to all awards. During the three and nine months ended September 30, 2022, the Company recognized compensation expense of $1.0 million and $3.4 million, respectively, in “General and administrative expenses” and $0.1 million and $0.4 million, respectively, in "Property operating expenses" in the Consolidated Statements of Operations and Comprehensive Income related to all awards. As of September 30, 2023, there was $16.4 million of total unrecognized compensation cost related to unvested awards, which is expected to be recognized over a weighted average period of 5.1 years. Employee Stock Purchase Plan The Company's ESPP allows its employees to purchase shares of the Class A common stock at a discount. A total of 100,000 shares of Class A common stock was reserved for sale and authorized for issuance under the ESPP. The Code permits the Company to provide up to a 15% discount on the lesser of the fair market value of such shares of Class A common stock at the beginning of the offering period and the close of the offering period. As of September 30, 2023 and December 31, 2022, 44,520 and 29,710 shares have been issued under the ESPP since commencement, respectively. During the three and nine months ended September 30, 2023, the Company recognized compensation expense of $0.01 million and $0.03 million, respectively, related to the ESPP. During the three and nine months ended September 30, 2022, the Company recognized compensation expense of $0.02 million and $0.03 million, respectively, related to the ESPP. |