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Stockholders' Equity and Noncontrolling Interests
9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Stockholders' Equity and Noncontrolling Interests

NOTE 6: Stockholders’ Equity and Noncontrolling Interests

Stockholders’ Equity

On March 16, 2020, our board of directors declared a dividend of $0.18 per share on our common stock, which was paid on April 24, 2020 to common stockholders of record as of April 2, 2020.

On June 15, 2020, our board of directors declared a dividend of $0.12 per share on our common stock, which was paid on July 24, 2020 to common stockholders of record as of July 2, 2020.

On September 15, 2020, our board of directors declared a dividend of $0.12 per share on our common stock, which was paid on October 23, 2020 to common stockholders of record as of October 2, 2020.

During the three and nine months ended September 30, 2020, we also paid $0 and $161, respectively, of dividends on restricted common share awards that vested during the period.

  On February 20, 2020, we entered into an underwriting agreement with KeyBanc Capital Markets Inc. and BMO Capital Markets Corp., as representatives of the several underwriters named therein (collectively, the “Underwriters”), BMO Capital Markets Corp. (the “Forward Seller”), and Bank of Montreal (the “Forward Counterparty”) relating to the offering of an aggregate of 10,350,000 shares of common stock at a price to the Underwriters of $14.688 per share, consisting of 10,350,000 shares of common stock offered by the Forward Seller in connection with the forward sale agreements described below (including 1,350,000 shares offered pursuant to the Underwriter’s option to purchase additional shares, which was exercised in full). We completed the offering on February 24, 2020. We did not initially receive any proceeds from the sale of common stock by the Forward Seller.

In connection with the offering, we also entered into two forward sale agreements. The first forward sale agreement (the “Initial Forward Sale Agreement”), dated February 20, 2020, with the Forward Seller and Forward Counterparty, and the second forward sale agreement (the “Additional Forward Sale Agreement”, together with the Initial Forward Sale Agreement, the “Forward Sale Agreements”), dated February 20, 2020, with the Forward Seller and the Forward Counterparty. In connection with the Forward Sale Agreements, the Forward Seller or its affiliate borrowed from third parties and sold to the Underwriters an aggregate of 10,350,000 shares of common stock that was sold in the offering. On March 31, 2020, we physically settled $50,000 under the Forward Sale Agreements by issuing 3,406,000 shares. As of September 30, 2020, 6,944,000 shares remain to be settled under the Forward Sale Agreements, which if physically settled would provide additional proceeds to us of $98,845 based on the forward price as of October 22, 2020. We expect to physically settle the balance of the Forward Sale Agreements and receive proceeds from the sale of those shares upon one or more such physical settlements within approximately twelve months from the date of the prospectus, earlier than February 24, 2021, the scheduled maturity date of the Forward Sale Agreements. Although we expect to settle the Forward Sale Agreements entirely by the physical delivery of shares of common stock for cash proceeds, we may also elect to cash or net share settle all or a portion of our obligations under the Forward Sale Agreements, in which case, we may receive or owe cash or shares of common stock from or to the Forward Seller. The Forward Sale Agreements provide for an initial forward sale price of $14.688 per share, subject to certain adjustments pursuant to the terms of each of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.

We evaluated the accounting for the Forward Sale Agreements under FASB ASC Topic 480 “Distinguishing Liabilities from Equity” and FASB ASC Topic 815 “Derivatives and Hedging”.  As the Forward Sale Agreements are considered indexed to our own equity and since they meet the equity classification conditions in ASC 815-40-25, the Forward Sale Agreements have been classified as equity.

 

Noncontrolling Interest

During the three and nine months ended September 30, 2020, holders of IROP units exchanged 87,148 units for 87,148 shares and 169,505 units for 169,505 shares of our common stock. As of September 30, 2020, 701,986 IROP units held by unaffiliated third parties remain outstanding.

On March 16, 2020, our board of directors declared a dividend of $0.18 per unit, which was paid on April 24, 2020 to IROP LP unitholders of record as of April 2, 2020.

On June 15, 2020, our board of directors declared a dividend of $0.12 per unit, which was paid on July 24, 2020 to IROP LP unitholders of record as of July 2, 2020.

On September 15, 2020, our board of directors declared a dividend of $0.12 per unit, which was paid on October 23, 2020 to IROP LP unit holders of record as of October 2, 2020.