Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders' Equity

Stockholders’ EquityThe 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 ($221.4 million remaining as of December 31, 2021) 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 previous at-the-market equity offering program (the “Previous $300 Million ATM Program”), which was substantially utilized as of June 10, 2021 and is no longer active.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 year ended December 31, 2021, the Company issued an aggregate of 2,569,771 shares of common stock at a weighted average offering price of $63.23 per share under the Previous $300 Million ATM Program and the $300 Million ATM Program, resulting in net proceeds of approximately $160.1 million and paying total compensation to the applicable sales agents of approximately $2.4 million. During the year ended December 31, 2020, the Company issued an aggregate of 1,197,597 shares of common stock at a

weighted average offering price of $54.08 per share under the Previous $300 Million ATM Program, resulting in net proceeds of approximately $63.8 million, and paying total compensation to the applicable sales agents of approximately $0.9 million.

On November 8, 2021, the Company completed a public offering of 3,500,000 shares of common stock at a price per share of $74.50. On November 10, 2021, the Company sold an additional 525,000 shares upon the exercise by the underwriters of their option to purchase additional shares. The net proceeds of the offering were approximately $296.5 million after deducting the underwriting discount and offering costs of approximately $3.3 million. The Company intends to use the net proceeds for general corporate purposes, which may include, without limitation, working capital, repayment of indebtedness, future acquisitions and redevelopments.

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, 2022. 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 December 31, 2021, the Company had not repurchased any shares of stock pursuant to its share repurchase program.

In connection with the Annual Meeting of Stockholders on May 4, 2021, the Company granted a total of 10,362 shares of the Company's common unrestricted stock to its independent directors under the 2019 Plan with a grant date fair value per share of $63.70. The grant date fair value of the common stock was determined using the closing price of the Company’s common stock on the date of the grant. The Company recognized approximately $0.7 million in compensation costs for the year ended December 31, 2021 related to this issuance.

The Company has a Non-Qualified Deferred Compensation Plan (the “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 years ended December 31, 2021 and 2020, 136,503 and 139,224 shares of common stock, respectively, were deposited into the Deferred Compensation Plan.

As of December 31, 2021, 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 1,000,935 were remaining and 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 December 31, 2021 ranged from $14.20 to $75.28. The fair value of the restricted stock that was granted during the year ended December 31, 2021 was approximately $6.6 million and the vesting period for the restricted stock is typically between one and five years. As of December 31, 2021, the Company had approximately $10.8 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 3.1 years. The Company recognized compensation costs of approximately $3.6 million, $2.6 million and $1.9 million for the years ended December 31, 2021, 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 years ended December 31, 2021, 2020 and 2019:

Restricted Stock Activity:

	Shares	Weighted Average Grant Date Fair Value
Non-vested shares outstanding as of December 31, 2018	383,930	$	22.98
Granted	111,099	46.99
Forfeited	(52,892)	31.02
Vested	(15,367)	23.90
Non-vested shares outstanding as of December 31, 2019	426,770	28.20
Granted	78,041	60.11
Forfeited	(5,146)	51.58
Vested	(295,936)	21.07
Non-vested shares outstanding as of December 31, 2020	203,729	50.19
Granted	99,569	65.90
Forfeited	(776)	59.29
Vested	(13,336)	43.04
Non-vested shares outstanding as of December 31, 2021	289,186	$	55.90

The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of December 31, 2021:

Non-vested Shares Vesting Schedule	Number of Shares
2022	42,295
2023	45,973
2024	92,056
2025	57,540
2026	51,322
Thereafter	—
Total Non-vested Shares	289,186

Long-Term Incentive Plan:

As of December 31, 2021, there are three open performance measurement periods for the Performance Share awards: January 1, 2019 to December 31, 2021, January 1, 2020 to December 31, 2022, and January 1, 2021 to December 31, 2023. During the year ended December 31, 2021, the Company issued 131,322 shares of common stock at a price of $55.75 per share related to the Performance Share awards for the performance period from January 1, 2018 to December 31, 2020. 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	Maximum Potential Payout		Fair Value December 31, 2021		Accrual December 31, 2021		Expense for the Year Ended December 31,
							2021		2020		2019
January 1, 2018 - December 31, 2020	$	—	$	—	$	—	$	—	$	3,138	$	3,208
January 1, 2017 - December 31, 2019	—		—		—		—		—		3,217
Total	$	—	$	—	$	—	$	—	$	3,138	$	6,425

Under the Amended LTIP, 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 Grant		Expense for the Year Ended December 31,
			2021		2020		2019
January 1, 2019 - December 31, 2021	$	4,829	$	1,609	$	1,610	$	1,610
January 1, 2020 - December 31, 2022	5,572		1,858		1,857		—
January 1, 2021 - December 31, 2023	5,469		1,822		—		—
Total	$	15,870	$	5,289	$	3,467	$	1,610

Dividends:

The following table sets forth the cash dividends paid or payable per share during the years ended December 31, 2021 and 2020:

For the Three Months Ended	Security	Dividend per Share		Declaration Date	Record Date	Date Paid
March 31, 2021	Common stock	$	0.29	February 9, 2021	March 26, 2021	April 9, 2021
June 30, 2021	Common stock	$	0.29	May 4, 2021	June 30, 2021	July 14, 2021
September 30, 2021	Common stock	$	0.34	August 3, 2021	October 1, 2021	October 15, 2021
December 31, 2021	Common stock	$	0.34	November 2, 2021	December 15, 2021	January 5, 2022

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
June 30, 2020	Common stock	$	0.27	May 5, 2020	June 30, 2020	July 14, 2020
September 30, 2020	Common stock	$	0.29	August 4, 2020	October 2, 2020	October 16, 2020
December 31, 2020	Common stock	$	0.29	November 3, 2020	December 15, 2020	January 5, 2021