Stockholders' Equity

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

The Company’s authorized capital stock consists of 400,000,000 shares of common stock, $0.01 par value per share, and 100,000,000 shares of preferred stock, $0.01 par value per share. The Company has an at-the-market equity offering program (the “$300 Million ATM Program”) pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $300.0 million ($126.1 million remaining as of March 31, 2020) in amounts and at times to be determined by the Company from time to time. Prior to the implementation of the $300 Million ATM Program, the Company had a $250.0 million ATM program (the “$250 Million ATM Program”), which was substantially utilized as of May 31, 2019 and which is no longer active. Actual sales under the $300 Million ATM Program, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Company’s common stock, determinations by the Company of the appropriate sources of funding for the Company and potential uses of funding available to the Company. During the three months ended March 31, 2020, the Company issued an aggregate of 427,027 shares of common stock at a weighted average offering price of $53.37 per share under the $300 Million ATM Program, resulting in net proceeds of approximately $22.5 million and paying total compensation to the applicable sales agents of approximately $0.3 million. During the three months ended March 31, 2019, the Company issued an aggregate of 1,988,801 shares of common stock at a weighted average offering price of 41.39 per share under the $250 Million ATM Program, resulting in net proceeds of approximately $81.1 million and paying total compensation to the

applicable sales agents of approximately $1.2 million.

The Company has a share repurchase program authorizing the Company to repurchase up to 3,000,000 shares of its outstanding common stock from time to time through December 31, 2020. Purchases made pursuant to the program will be made in either the open market or in privately negotiated transactions as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. As of March 31, 2020, the Company had not repurchased any shares of stock pursuant to its share repurchase program.

In 2019, the Company established a Non-Qualified Deferred Compensation Plan (“Deferred Compensation Plan”) maintained for the benefit of select employees and members of the Company’s Board of Directors, in which certain of their cash and equity-based compensation may be deposited. Deferred Compensation Plan assets are held in a rabbi trust, which is subject to

the claims of the Company’s creditors in the event of bankruptcy or insolvency. The shares held in the Deferred Compensation Plan are classified within stockholders’ equity in a manner similar to the manner in which treasury stock is classified. Subsequent changes in the fair value of the shares are not recognized. During the three months ended March 31, 2020, 135,494 shares of common stock were deposited into the Deferred Compensation Plan.

As of March 31, 2020, there were 1,898,961 shares of common stock authorized for issuance as restricted stock grants, unrestricted stock awards or Performance Share awards under the 2019 Plan, of which 1,440,490 were remaining available for issuance. The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to March 31, 2020 ranged from $14.20 to $58.08. The fair value of the restricted stock that was granted during the three months ended March 31, 2020 was approximately $1.2 million and the vesting period for the restricted stock is three years. As of March 31, 2020, the Company had approximately $6.5 million of total unrecognized compensation costs related to restricted stock issuances, which is expected to be recognized over a remaining weighted average period of approximately 3.6 years. The Company recognized compensation costs of approximately $0.7 million and $0.5 million for the three months ended March 31, 2020 and 2019, respectively, related to the restricted stock issuances.

The following is a summary of the total restricted shares granted to the Company’s executive officers and employees with the related weighted average grant date fair value share prices for the three months ended March 31, 2020:

Restricted Stock Activity:

	Shares	Weighted Average Grant Date Fair Value
Non-vested shares outstanding as of December 31, 2019	426,770	$	28.20
Granted	20,501	58.08
Forfeited	—	—
Vested	(8,436)	31.89
Non-vested shares outstanding as of March 31, 2020	438,835	$	29.52

The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of March 31, 2020:

Non-vested Shares Vesting Schedule	Number of Shares
2020 (9 months)	287,500
2021	14,974
2022	13,933
2023	38,846
2024	83,582
Thereafter	—
Total Non-vested Shares	438,835

Long-Term Incentive Plan:

As of March 31, 2020, there are three open performance measurement periods for the Performance Share awards: January 1, 2018 to December 31, 2020, January 1, 2019 to December 31, 2021, and January 1, 2020 to December 31, 2022. During the three months ended March 31, 2020, the Company issued 135,494 shares of common stock at a price of $54.22 per share related to the Performance Share awards for the performance period from January 1, 2017 to December 31, 2019. The expense related to the open Performance Share awards granted prior to January 1, 2019 varies quarter to quarter based on the Company’s relative share price performance.

The following table summarizes certain information with respect to the Performance Share awards granted prior to January 1, 2019 (dollars in thousands):

Fair Value Performance Share Period	Fair Value March 31, 2020		Accrual March 31, 2020		Expense for the Three Months Ended March 31,
					2020		2019
January 1, 2018 - December 31, 2020	$	6,608	$	4,950	$	606	$	591
January 1, 2017 - December 31, 2019	—		—		—		787
Total	$	6,608	$	4,950	$	606	$	1,378

Under the amended LTIP, which the Company amended and restated on January 8, 2019, each participant’s Performance Share target award for target awards granted on or after January 1, 2019 will be expressed as a number of shares of common stock and settled in shares of common stock. Target awards were previously expressed as a dollar amount and settled in shares of common stock. Commencing with Performance Share awards granted on or after January 1, 2019, the grant date fair value of the Performance Share awards will be determined under current accounting treatment using a Monte Carlo simulation model on the date of grant and recognized on a straight-line basis over the performance period.

The following table summarizes certain information with respect to the Performance Share awards granted on or after January 1, 2019 (dollars in thousands):

Performance Share Period	Fair Value on Date of LTIP Grant		Expense for the Three Months Ended March 31,
			2020		2019
January 1, 2019 - December 31, 2021	$	4,829	$	402	$	402
January 1, 2020 - December 31, 2022	5,572		465		—
Total	$	10,401	$	867	$	402

Dividends:

The following table sets forth the cash dividends paid or payable per share during the three months ended March 31, 2020:

For the Three Months Ended	Security	Dividend per Share		Declaration Date	Record Date	Date Paid
March 31, 2020	Common stock	$	0.27	February 5, 2020	March 27, 2020	April 10, 2020