XML 25 R13.htm IDEA: XBRL DOCUMENT v3.23.3
Shareholders' Equity and Share-Based Compensation (Notes)
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Shareholders' Equity and Share-based Compensation SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION
Preferred Stock. The Company’s Board of Directors has designated 6,600,000 shares of the Company’s preferred stock for issuance as Series C Preferred Stock, of which the Company has 4,460,000 of such shares outstanding as of September 30, 2023. The Series C Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and will remain outstanding indefinitely unless redeemed, repurchased or converted into common stock pursuant to the terms of the Series C Preferred Stock. Except under certain limited circumstances described in Article IIIC of the Company’s Restated Articles of Incorporation, the Company may not redeem the Series C Preferred Stock prior to April 15, 2025. On or after that date, the Series C Preferred Stock may be redeemed at any time and from time to time at the Company's option at a cash redemption price of $25.00 per share plus any accumulated and unpaid dividends. Because the Series C Preferred Stock is redeemable only at the option of the issuer, it is classified as equity on the Company’s consolidated balance sheet.

The Series C Preferred Stock pays a cumulative cash dividend equivalent to 6.900% of the $25.00 liquidation preference per share each year until April 15, 2025. The terms of the Series C Preferred Stock state that upon April 15, 2025 and thereafter, the Company will pay cumulative cash dividends at a percentage of the $25.00 liquidation value per share equal to an annual floating rate of 3-month LIBOR plus a spread of 5.461%. When 3-month LIBOR ceases
to be a published, the fallback provision provided in the terms of the Series C Preferred Stock will allow for the Company to appoint a third-party independent financial institution of national standing to select an industry accepted alternative base rate. The Company paid its regular quarterly dividend of $0.43125 per share of Series C Preferred Stock on October 16, 2023 to shareholders of record as of October 1, 2023.

Common Stock. During the nine months ended September 30, 2023, the Company issued 2,847,129 shares of its common stock through its at-the-market (“ATM”) program at an aggregate value of $36,676, net of broker commissions and fees. The Company currently pays a monthly dividend on its common stock. The Company’s timing, frequency, and amount of dividends declared on its common stock are determined by its Board of Directors. When declaring dividends, the Board of Directors considers the Company’s taxable income, the REIT distribution requirements of the Tax Code, and maintaining compliance with dividend requirements of the Series C Preferred Stock, along with other factors that the Board of Directors may deem relevant from time to time.

Share-Based Compensation. The following tables present a rollforward of share-based awards for the periods indicated:

Nine Months Ended
September 30,
 20232022
Type of AwardSharesWeighted Average
Grant Date Fair Value
Per Share
SharesWeighted Average
Grant Date Fair Value
Per Share
Restricted stock:
Awards outstanding, beginning of period133,951 $15.22 197,804 $15.27 
Granted74,017 11.27 71,216 15.60 
Vested(36,573)16.75 (135,069)15.49 
Awards outstanding, end of period171,395 $13.19 133,951 $15.22 
RSUs:
Awards outstanding, beginning of period86,666 $16.57 55,019 $19.40 
Granted341,044 12.55 73,767 15.19 
Vested(33,213)16.96 (42,120)17.85 
Awards outstanding, end of period394,497 $13.06 86,666 $16.57 
PSUs:
Awards outstanding, beginning of period201,284 $16.60 110,040 $19.40 
Granted160,277 11.97 147,542 15.19 
Vested— — (56,298)17.09 
Awards outstanding, end of period361,561 $14.55 201,284 $16.96 

The number of RSUs that will potentially settle may range from 0% if the recipient’s service-based vesting condition is not met to 100% if the service-based vesting condition is met. The number of PSUs that will potentially settle may range from 0% to 200% based on the achievement of the performance goals defined in the grant award. As of September 30, 2023, the Company expects 72% of the PSUs outstanding will be settled on their vesting dates. The Company has DERs accrued for RSUs and PSUs of $283 and $713, respectively, as of September 30, 2023 compared to $152 and $354, respectively, as of December 31, 2022, which is included on the Company’s consolidated balance sheet within “accrued dividends payable.”
Total share-based compensation expense recognized by the Company for the three and nine months ended September 30, 2023 was $1,460 and $3,600 compared to $2,158 and $4,031 for the three and nine months ended September 30, 2022. The following table discloses the Company’s remaining compensation expense related to stock awards it has granted as of September 30, 2023, which will be amortized over the period disclosed:
September 30, 2023
Remaining Compensation CostWAVG Period of Recognition
Restricted stock$838 1.5 years
RSUs3,922 2.6 years
PSUs1,302 1.7 years
Total$6,062 2.2 years