XML 34 R18.htm IDEA: XBRL DOCUMENT v3.24.0.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2023
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 "$500 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 $500.0 million ($305.8 million remaining as of December 31, 2023) in amounts and at times to be determined by the Company from time to time. Prior to the implementation of the $500 Million ATM Program, the Company had two previous at-the-market equity offering programs (the "$300 Million ATM Program", and the "Previous $300 Million ATM Program"), which were substantially utilized as of September 5, 2023 and June 10, 2021, respectively, and are no longer active. Actual sales under the $500 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, 2023, the Company issued an aggregate of 5,152,279 shares of common stock at a weighted average offering price of $61.15 per share under the $300 Million ATM Program and the $500 Million ATM Program, resulting in net proceeds of approximately $310.5 million and paying total compensation to the applicable sales agents of approximately $4.6 million. During the year ended December 31, 2022, the Company issued an aggregate of 1,286,125 shares of common stock at a weighted average offering price of $61.31 per share under the $300 Million ATM Program, resulting in net proceeds of approximately $77.7 million and paying total compensation to the applicable sales agents of approximately $1.1 million. 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.
On February 13, 2023, the Company completed a public offering of 5,750,000 shares of common stock at a price per share of $62.50, which included the underwriters’ full exercise of their option to purchase an additional 750,000 shares. The net proceeds of the offering were approximately $355.9 million after deducting the underwriting discount and offering costs of approximately $3.5 million. The Company used the net proceeds for acquisitions.
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 used the net proceeds for general corporate purposes, which included, 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, 2024. 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, 2023, the Company had not repurchased any shares of common stock pursuant to its share repurchase program.
In connection with the Annual Meeting of Stockholders on May 2, 2023, the Company granted a total of 12,480 unrestricted shares of the Company's common stock to its independent directors under the 2019 Plan with a grant date fair value per share of $60.10. 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 $0.8 million in compensation costs for the year ended December 31, 2023 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, 2023, 2022 and 2021, 96,874, 150,867 and 136,503 shares of common stock, respectively, were deposited into the Deferred Compensation Plan. During the years ended December 31, 2023, 2022 and 2021, 5,876, 8,929 and 0 shares of common stock, respectively, were withdrawn from the Deferred Compensation Plan.
As of December 31, 2023, 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 500,490 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, 2023 ranged from $14.20 to $78.33. The fair value of the restricted stock that was granted during the year ended December 31, 2023 was approximately $8.2 million and the vesting period for the restricted stock is typically between three and five years. As of December 31, 2023, the Company had approximately $14.4 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 $6.3 million, $4.9 million and $3.6 million for the years ended December 31, 2023, 2022 and 2021, 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, 2023, 2022 and 2021:
Restricted Stock Activity:
SharesWeighted Average Grant
Date Fair Value
Non-vested shares outstanding as of December 31, 2020203,729 $50.19 
Granted99,569 65.90 
Forfeited(776)59.29 
Vested(13,336)43.04 
Non-vested shares outstanding as of December 31, 2021289,186 55.90 
Granted136,903 66.35 
Forfeited(29,391)59.69 
Vested(40,066)56.06 
Non-vested shares outstanding as of December 31, 2022356,632 59.58 
Granted132,574 61.58 
Forfeited(6,989)66.95 
Vested(63,160)53.64 
Non-vested shares outstanding as of December 31, 2023419,057 $60.99 
The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of December 31, 2023:
Non-vested Shares Vesting ScheduleNumber of Shares
2024116,172 
202584,052 
202662,146 
202783,617 
202873,070 
Thereafter— 
Total Non-vested Shares419,057 
Long-Term Incentive Plan:
As of December 31, 2023, there were three open performance measurement periods for the Performance Share awards: January 1, 2021 to December 31, 2023, January 1, 2022 to December 31, 2024, and January 1, 2023 to December 31, 2025. During the year ended December 31, 2023, the Company issued 97,825 shares of common stock at a price of $58.56 per share related to the Performance Share awards for the performance period from January 1, 2020 to December 31, 2022.
The following table summarizes certain information with respect to the Performance Share awards granted on or after January 1, 2019 and includes the forfeiture of certain of the Performance Share awards during 2022 (dollars in thousands):
Performance Share Period
Fair Value on Date of Grant 1
Expense for the Year Ended December 31,
202320222021
January 1, 2019 - December 31, 2021$4,829 $— $— $1,609 
January 1, 2020 - December 31, 20224,882 — 1,168 1,858 
January 1, 2021 - December 31, 20234,820 1,608 1,393 1,822 
January 1, 2022 - December 31, 20245,789 1,928 1,929 — 
January 1, 2023 - December 31, 20259,040 3,012 — — 
Total$29,360 $6,548 $4,490 $5,289 
1     Reflects the fair value on date of grant for all performance shares outstanding at December 31, 2023.
Dividends:
The following table sets forth the cash dividends paid or payable per share during the years ended December 31, 2023 and 2022:
For the Three Months EndedSecurityDividend per ShareDeclaration DateRecord DateDate Paid
March 31, 2023Common Stock$0.40 February 7, 2023March 31, 2023April 6, 2023
June 30, 2023Common Stock$0.40 May 2, 2023June 30, 2023July 14, 2023
September 30, 2023Common Stock$0.45 August 1, 2023September 29, 2023October 13, 2023
December 31, 2023Common Stock$0.45 October 31, 2023December 15, 2023January 5, 2024
For the Three Months EndedSecurityDividend per ShareDeclaration DateRecord DateDate Paid
March 31, 2022Common Stock$0.34 February 8, 2022March 25, 2022April 8, 2022
June 30, 2022Common Stock$0.34 May 3, 2022June 30, 2022July 14, 2022
September 30, 2022Common Stock$0.40 August 2, 2022September 30, 2022October 14, 2022
December 31, 2022Common Stock$0.40 November 1, 2022December 30, 2022January 13, 2023