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Stockholders' Equity | 9 Months Ended
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Sep. 30, 2022
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 nine months ended September 30, 2022 and the twelve months ended December 31, 2021:
| NINE MONTHS ENDED SEPTEMBER 30, 2022 | TWELVE MONTHS ENDED DECEMBER 31, 2021
Balance, beginning of period | 150,457,433 |  | 139,487,375 |
Issuance of common stock | 229,615,152 |  | 10,899,301 |
Non-vested share-based awards, net of withheld shares | 499,705 |  | 70,757 |
Balance, end of period | 380,572,290 |  | 150,457,433 |
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 September 30, 2022, $750.0 million remained available for issuance under our current ATM offering program. Common Stock Dividends During the nine months ended September 30, 2022, the Company declared and paid common stock dividends totaling $0.93 per share. On November 2, 2022, the Company declared a quarterly common stock dividend in the amount of $0.31 per share payable on November 30, 2022 to stockholders of record on November 15, 2022. 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. During the three and nine months ended September 30, 2022, the Company did not enter into any forward sale agreements to sell shares of common stock through the Company's ATM offering program. The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2022 and 2021.
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30,
Dollars in thousands, except per share data | 2022 | 2021 | 2022 | 2021
Weighted average common shares outstanding |  |  |  |
Weighted average common shares outstanding | 330,788,997 |  | 145,594,127 |  | 211,740,767 |  | 143,305,737 |
Non-vested shares | (1,983,742) |  | (1,776,508) |  | (1,933,957) |  | (1,784,544) |
Weighted average common shares outstanding - basic | 328,805,255 |  | 143,817,619 |  | 209,806,810 |  | 141,521,193 |
Weighted average common shares outstanding - basic | 328,805,255 |  | 143,817,619 |  | 209,806,810 |  | 141,521,193 |
Dilutive effect of forward equity shares | — |  | — |  | — |  | 14,036 |
Dilutive effect of OP Units | 3,167,668 |  | — |  | 1,067,493 |  | — |
Dilutive effect of employee stock purchase plan | 58,461 |  | — |  | 69,687 |  | 78,200 |
Weighted average common shares outstanding - diluted | 332,031,384 |  | 143,817,619 |  | 210,943,990 |  | 141,613,429 |
Net Income (loss) attributable to common stockholders | $ | 28,304 |  | $ | (2,066) |  | $ | 76,661 |  | $ | 45,052 |
Dividends paid on nonvested share-based awards | (610) |  | (537) |  | (1,817) |  | (1,617) |
Net income (loss) applicable to common stockholders- basic | $ | 27,694 |  | $ | (2,603) |  | $ | 74,844 |  | $ | 43,435 |
Net income attributable to OP units | 312 |  | — |  | 312 |  | — |
Net income (loss) applicable to common stockholders - diluted | $ | 28,006 |  | $ | (2,603) |  | $ | 75,156 |  | $ | 43,435 |
Basic earnings per common share - net income | $ | 0.08 |  | $ | (0.02) |  | $ | 0.36 |  | $ | 0.31 |
Diluted earnings per common share - net income | $ | 0.08 |  | $ | (0.02) |  | $ | 0.35 |  | $ | 0.31 |
The effect of non-vested stock awards totaling 911,594 shares, options under the Company's Employee Stock Purchase Plan (the "ESPP") to purchase the Company's stock totaling 63,383 shares, and the dilutive impact of forward-equity contracts outstanding for 14,734 shares of common stock for the three months ended September 30, 2021 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 Restricted Common Shares During the nine months ended September 30, 2022, the Company made the following stock awards: •During the first quarter of 2022, 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 $13.0 million, which consisted of an aggregate of 415,184 non-vested shares with vesting periods ranging from three to eight years. •During the second quarter of 2022, the Company granted non-vested stock awards to eight of its directors with a grant date fair value of $0.8 million, which consisted of an aggregate of 26,840 non-vested shares, with a one-year vesting period. •During the third quarter of 2022, the Company granted non-vested stock awards to its 12 non-employee directors with a grant date fair value of $1.8 million, which consisted of an aggregate of 70,816 non-vested shares, with vesting periods ranging from one to three years. The Company also granted non-vested stock awards to an employee, which consisted of 1,036 non-vested shares as a discretionary grant. A summary of the activity under the Company's share-based incentive plans for the three and nine months ended September 30, 2022 and 2021 is included in the table below.
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30,
| 2022 | 2021 | 2022 | 2021
Share-based awards, beginning of period | 1,941,709 |  | 1,778,308 |  | 1,562,028 |  | 1,766,061 |
Granted | 71,852 |  | — |  | 513,876 |  | 203,701 |
Vested | (7,434) |  | — |  | (68,481) |  | (191,454) |
Forfeited | (4,130) |  | (2,957) |  | (5,426) |  | (2,957) |
Share-based awards, end of period | 2,001,997 |  | 1,775,351 |  | 2,001,997 |  | 1,775,351 |
During the nine months ended September 30, 2022 and 2021, the Company withheld 8,745 and 51,972 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 3, 2022, the Company granted RSUs to its named executive officers and certain other officers, with a grant date fair value of $9.7 million, which consisted of an aggregate 294,932 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 $30.56 for the absolute TSR component and $41.30 for the relative TSR component for the January 2022 grant using the following assumptions:
|  | THREE MONTHS ENDED MARCH 31,
Volatility |  |  | 30.0 | %
Dividend assumption |  |  | Accrued
Expected term |  |  | 3 years
Risk-free rate |  |  | 1.02 | %
Stock price (per share) |  |  | $31.68
The remaining 57% of the restricted stock units vest upon certain operating performance conditions. With respect to the operating performance conditions of the January grant, the grant date fair value was $31.68 based on the Company's share price on the date of grant. The combined weighted average grant date fair value of the January restricted stock units was $33.04 per share. The following is a summary of the RSU activity during the three and nine months ended September 30, 2022:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30,
| Restricted Stock Units | Weighted Average Grant Date Fair Value | Restricted Stock Units | Weighted Average Grant Date Fair Value
Non-vested, beginning of period | 294,932 |  | — |  | — |  | — |
Granted | — |  | — |  | 294,932 |  | $ | 33.04 |
Vested | — |  | — |  | — |  | — |
Non-vested as of September 30, 2022 | 294,932 |  |  | 294,932 |  |
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 nine months ended September 30, 2022 and 2021 is included in the table below.
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30,
| 2022 | 2021 | 2022 | 2021
Outstanding and exercisable, beginning of period | 405,534 |  | 389,414 |  | 348,514 |  | 341,647 |
Granted | — |  | — |  | 255,960 |  | 253,200 |
Exercised | (4,576) |  | (5,323) |  | (17,094) |  | (24,300) |
Forfeited | (37,628) |  | (18,961) |  | (83,417) |  | (60,995) |
Expired | — |  | — |  | (140,633) |  | (144,422) |
Outstanding and exercisable, end of period | 363,330 |  | 365,130 |  | 363,330 |  | 365,130 |

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI https://asc.fasb.org/topic&trid=2208762 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 16 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 40 -Section 50 -Paragraph 6 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008 + Details
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