Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders' Equity

Stockholders' Equity

Common Stock    

The following table provides a reconciliation of the beginning and ending shares of common stock outstanding for the six months ended June 30, 2023 and the twelve months ended December 31, 2022:

	SIX MONTHS ENDED JUNE 30, 2023	TWELVE MONTHS ENDED DECEMBER 31, 2022
Balance, beginning of period	380,589,894	150,457,433
Issuance of common stock	4,817	229,618,304
Non-vested share-based awards, net of withheld shares	262,821	514,157
Balance, end of period	380,857,532	380,589,894

At-The-Market Equity Offering Program

The Company has equity distribution agreements with various sales agents with respect to the at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $750.0 million. As of June 30, 2023, $750.0 million remained available for issuance under our current ATM offering program.

During the six months ended June 30, 2023, the Company did not sell any shares or enter into any forward sale agreements to sell shares of common stock through its ATM offering program.

Common Stock Dividends

During the six months ended June 30, 2023, the Company declared and paid common stock dividends totaling $0.62 per share. On August 1, 2023, the Company declared a quarterly common stock dividend in the amount of $0.31 per share payable on August 30, 2023 to stockholders of record on August 15, 2023.

Earnings Per Common Share

The Company uses the two-class method of computing net earnings per common shares. The Company's non-vested share-based awards are considered participating securities pursuant to the two-class method.

The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2023 and 2022.

	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
Dollars in thousands, except per share data	2023		2022		2023		2022
Weighted average common shares outstanding
Weighted average common shares outstanding	380,829,011		151,620,897		380,812,981		151,230,064
Non-vested shares	(1,932,334)		(1,945,042)		(1,952,350)		(1,908,652)
Weighted average common shares outstanding - basic	378,896,677		149,675,855		378,860,631		149,321,412
Weighted average common shares outstanding - basic	378,896,677		149,675,855		378,860,631		149,321,412
Dilutive effect of employee stock purchase plan	—		62,694		—		75,394
Weighted average common shares outstanding - diluted	378,896,677		149,738,549		378,860,631		149,396,806
Net (loss) income attributable to common stockholders	$	(82,759)	$	6,130	$	(169,884)	$	48,357
Dividends paid on nonvested share-based awards	(588)		(601)		(1,193)		(1,207)
Net (loss) income applicable to common stockholders - basic	$	(83,347)	$	5,529	$	(171,077)	$	47,150
Basic earnings per common share - net income	$	(0.22)	$	0.04	$	(0.45)	$	0.32
Diluted earnings per common share - net income	$	(0.22)	$	0.04	$	(0.45)	$	0.32

The effect of OP units totaling 4,042,993 shares, non-vested stock awards totaling 442,263 shares, and options under the Company's Employee Stock Purchase Plan (the "ESPP") to purchase the Company's common stock totaling 27,484 shares for the three months ended June 30, 2023 were excluded from the calculation of diluted loss per common share because the effect was anti-dilutive due to the loss from continuing operations incurred during that period.

Incentive Plans

Equity Awards

During the six months ended June 30, 2023, the Company made the following equity awards:

•During the first quarter of 2023, the Company granted non-vested stock awards to its named executive officers and other members of senior management and employees with a grant date fair value of $5.4 million, which consisted of an aggregate of 270,494 non-vested shares with vesting periods ranging from three to eight years.

•During the second quarter of 2023, the Company granted to its 12 independent directors an aggregate of 42,768 shares of non-vested stock awards with a grant date fair value of $0.7 million, and an aggregate of 57,868 LTIP Series D units with a grant date fair value of $1.1 million. The Company also granted a non-vested stock award to a new employee, which consisted of 508 non-vested shares.

A summary of the activity under the Company's share-based incentive plans for the three and six months ended June 30, 2023 and 2022 is included in the table below.

	THREE MONTHS ENDED JUNE 30,		SIX MONTHS ENDED JUNE 30,
	2023	2022	2023	2022
Share-based awards, beginning of period	1,955,445	1,951,551	1,795,128	1,562,028
Granted	43,276	26,840	325,816	442,024
Vested	(62,640)	(36,682)	(164,360)	(61,047)
Forfeited	(3,860)	—	(24,363)	(1,296)
Share-based awards, end of period	1,932,221	1,941,709	1,932,221	1,941,709

During the six months ended June 30, 2023 and 2022, the Company withheld 38,632 and 6,727 shares of common stock, respectively, from participants to pay estimated withholding taxes related to shares that vested.

Restricted Stock Units

Prior to 2022, the Company granted long-term incentive awards, comprised of restricted stock, based on backward-looking performance measured at the end of the calendar year. The Company adopted a new incentive compensation structure effective January 2022, comprised of restricted stock and restricted stock units ("RSUs"). The RSUs are granted at the beginning of the year with three-year forward-looking performance targets.

On January 4, 2023, the Company granted RSUs to members of senior management, with a grant date fair value of $3.7 million, which consisted of an aggregate 165,174 RSUs with a five-year vesting period.

Approximately 43% of the RSUs vest based on two market performance conditions. Relative and absolute total shareholder return ("TSR") awards containing these market performance conditions were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair values of $24.23 for the absolute TSR component and $27.84 for the relative TSR component for the January 2023 grant using the following assumptions:

	THREE MONTHS ENDED MARCH 31,
Volatility	34.0	%
Dividend assumption	Accrued
Expected term	3 years
Risk-free rate	4.42	%
Stock price (per share)	$20.21

The remaining 57% of the RSUs vest based upon certain operating performance conditions. With respect to the operating performance conditions of the January 4, 2023 grant, the grant date fair value was $20.21 based on the Company's share price on the date of grant. The combined weighted average grant date fair value of the January RSUs was $22.55 per share.

The following is a summary of the RSU activity during the three and six months ended June 30, 2023:

	THREE MONTHS ENDED JUNE 30,			SIX MONTHS ENDED JUNE 30,
	Restricted Stock Units	Weighted Average Grant Date Fair Value		Restricted Stock Units	Weighted Average Grant Date Fair Value
Non-vested, beginning of period	363,250	$	28.57	294,932	33.04
Granted	—	—		165,174	$	22.55
Vested/Forfeited	—	—		(17,606)	33.04
Probability adjustment of 2022 RSUs	—	—		(79,250)	31.68
Non-vested, end of period	363,250	$	28.57	363,250	28.57

LTIP Series C Units

In January 2023, the Company modified its incentive compensation structure to award LTIP Series C units ("LTIP-C units) in the OP to named executive officers in lieu of RSUs. The LTIP-C units are granted with three-year forward-looking performance targets, with a grant date fair value of $7.1 million, which consisted of an aggregate 448,249 LTIP-C units with a five-year vesting period.

Approximately 43% of the LTIP-C units vest based on two market performance conditions. Relative and absolute TSR awards containing these market performance conditions were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair values of $12.24 for the absolute TSR component and $13.98 for the relative TSR component for the January 2023 grant using the following assumption:

	THREE MONTHS ENDED MARCH 31,
Volatility	34.0	%
Dividend assumption	Accrued
Expected term	3 years
Risk-free rate	4.42	%
Stock price (per share)	$20.21

The remaining 57% of the LTIP-C units vest based upon certain operating performance conditions. With respect to the operating performance conditions of the January 4, 2023 grant, the grant date fair value was $20.21 based on the Company's share price on the date of grant. The combined weighted average grant date fair value of the January LTIP-C units was $15.85 per share.

Employee Stock Purchase Plan

Legacy HR maintained an ESPP prior to the completion of the Merger. The outstanding options to purchase shares of the common stock of Legacy HR became options to purchase class A common stock of the Company upon completion of the Merger. No new options will be granted under the ESPP. A summary of the activity under the ESPP for the three and six months ended June 30, 2023 and 2022 is included in the table below.

	THREE MONTHS ENDED JUNE 30,		SIX MONTHS ENDED JUNE 30,
	2023	2022	2023	2022
Outstanding and exercisable, beginning of period	183,426	427,802	340,976	348,514
Granted	—	—	—	255,960
Exercised	(1,687)	(1,965)	(4,817)	(12,518)
Forfeited	(2,370)	(20,303)	(23,791)	(45,789)
Expired	—	—	(132,999)	(140,633)
Outstanding and exercisable, end of period	179,369	405,534	179,369	405,534

The following table represents expected amortization of the Company's non-vested shares issued as of June 30, 2023:

Dollars in millions	FUTURE AMORTIZATION of non-vested shares
2023	$	7.7
2024	13.3
2025	10.8
2026	8.0
2027	2.4
2028 and thereafter	0.5
Total	$	42.7