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Equity
 12 Months Ended
Dec. 31, 2022
Equity  
Equity

Note 16 — Equity

Preferred Stock. In the first quarter of 2022, we completed a public offering of an additional 3,292,000 shares of 6.25% Series F fixed-to-floating rate cumulative redeemable preferred stock, generating net proceeds of $77.1 million after deducting the underwriting discount and other offering expenses. The additional shares issued have the same terms as the original issuance.

During 2021, we completed the public offerings of 8,050,000 shares of 6.25% Series F fixed-to-floating rate cumulative redeemable preferred stock, 5,750,000 shares of 6.25% Series E cumulative redeemable preferred stock, and 9,200,000 shares of 6.375% Series D cumulative redeemable preferred stock. The Series F, Series E and Series D preferred stock are not redeemable by us prior to October 12, 2026, August 11, 2026 and June 2, 2026, respectively.

Common Stock. In November 2022, we amended the equity distribution agreement with JMP Securities LLC ("JMP"). In accordance with the terms of the amendment, we may offer and sell up to 25,000,000 shares of our common stock in "At-The-Market" equity offerings through JMP by means of ordinary brokers' transactions or otherwise at market prices prevailing at the time of sale, or at negotiated prices. During 2022, we sold 18,860,788 shares of our common stock for net proceeds of $285.0 million. At December 31, 2022, we had 18,290,000 shares available under the amended agreement.

In the first quarter of 2022, we completed a public offering of 7,475,000 shares of our common stock (including the full exercise of the overallotment) for $16.57 per share and received net proceeds of $123.7 million after deducting the underwriter’s discount and other offering expenses. The proceeds from this offering were used to make investments related to our business and for general corporate purposes.

We maintain a share repurchase program providing for the repurchase of up to $100.0 million of our outstanding common stock. The repurchase of our common stock may be made from time to time in the open market, in privately negotiated transactions or in compliance with a Rule 10b5-1 plan based on our stock price, general market conditions, applicable legal requirements and other factors. The program may be discontinued or modified at any time. We did not repurchase shares of our common stock under this program during 2022. At December 31, 2022, there was $96.1 million available for repurchase under this program.

Noncontrolling Interest. Noncontrolling interest relates to the OP Units issued to satisfy a portion of the purchase price in connection with the Acquisition. Each of these OP Units are paired with one share of our special voting preferred shares having a par value of $0.01 per share and is entitled to one vote each on any matter submitted for stockholder approval. The OP Units are entitled to receive distributions if and when our Board of Directors authorizes and declares common stock distributions. The OP Units are also redeemable for cash, or at our option, for shares of our common stock on a one-for-one basis. At December 31, 2022, there were 16,293,589 OP Units outstanding, which represented 8.4% of the voting power of our outstanding stock.

Distributions. Dividends declared (on a per share basis) for the year ended December 31, 2022 are as follows:

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Common Stock

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Preferred Stock

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Dividend

Declaration Date

    

Dividend

    

Declaration Date

    

Series D

    

Series E

    

Series F

February 16, 2022

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$

0.37

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January 3, 2022

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$

0.3984375

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$

0.390625

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$

0.46875

May 4, 2022

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$

0.38

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April 1, 2022

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$

0.3984375

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$

0.390625

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$

0.390625

July 27, 2022

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$

0.39

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July 1, 2022

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$

0.3984375

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$

0.390625

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$

0.390625

November 2, 2022

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$

0.40

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September 30, 2022

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$

0.3984375

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$

0.390625

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$

0.390625

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Common Stock – On February 15, 2023, the Board of Directors declared a cash dividend of $0.40 per share of common stock. The dividend is payable on March 17, 2023 to common stockholders of record as of the close of business on March 3, 2023.

Preferred Stock – On January 3, 2023, the Board of Directors declared cash dividends of $0.3984375 per share of Series D preferred stock and $0.390625 per share of both Series E and Series F preferred stock. These amounts reflect dividends from October 30, 2022 through January 29, 2023 and are payable on January 31, 2023 to preferred stockholders of record on January 15, 2023.

We have determined that 100% of the common stock and preferred stock dividends paid during 2022, 2021 and 2020 represented ordinary income to our stockholders for income tax purposes. For stockholders that may be required to report excess inclusion income to the Internal Revenue Service, we will not pass through any excess inclusion income to our stockholders for 2022. As a result, no portion of the 2022 dividends should be treated as excess inclusion income for federal income tax purposes.

Deferred Compensation. We have a stock incentive plan under which the Board of Directors has the authority to issue shares of stock to certain employees, officers and directors.

During 2022, we issued 652,596 shares of restricted common stock to our employees and members of our Board of Directors under the 2020 Amended Omnibus Stock Incentive Plan (the “2020 Plan”) with a total grant date fair value of $11.1 million, of which: (1) 232,899 shares with a grant date fair value of $4.0 million were fully vested on the grant date; (2) 217,840 shares with a grant date fair value of $3.7 million will vest in 2023; (3) 181,968 shares with a grant date fair value of $3.1 million will vest in 2024; (4) 9,951 shares with a grant date fair value of $0.2 million will vest in 2025; and (5) 9,938 shares with a grant date fair value of $0.2 million will vest in 2026. We issued 25,012 fully vested restricted stock units (“RSUs”) with a grant date fair value of $0.4 million to certain members of our Board of Directors and 189,873 RSUs with a grant date fair value of $3.3 million that vest in full in the first quarter of 2025 to our chief executive officer. The individuals decided to defer the receipt of the common stock, to which the RSUs are converted into, to a future date. The deferred awards have no voting rights and are eligible to receive dividend equivalents equal to the dividends on our common stock as, and when, declared by our Board of Directors.

In 2021, we issued 384,758 shares of restricted common stock to our employees and members of our Board of Directors under the 2020 Plan with a total grant date fair value of $6.4 million, of which: (1) 144,951 shares with a grant date fair value of $2.4 million vested on the grant date; (2) 101,475 shares with a grant date fair value of $1.7 million vested in 2022; (3) 88,788 shares with a grant date fair value of $1.5 million will vest in 2023; (4) 25,479 shares with a grant date fair value of $0.4 million will vest in 2024; and (5) 24,065 shares with a grant date fair value of $0.4 million will vest in 2025. In April 2021, we granted our chief executive officer 184,729 shares of restricted common stock with a grant date fair value of $3.1 million that vest in full in April 2024. In July 2021, we granted our chief executive officer 165,746 shares of performance based restricted stock with a grant date fair value of $3.0 million, which vest in full in July 2024.

In 2020, we granted 314,957 shares of restricted common stock with a total grant date fair value of $3.4 million to our employees. One third of the shares vested as of the grant date and one third vested on each of the first and second anniversaries of the grant date. In 2020, we granted 52,735 shares of fully vested common stock with a grant date fair value of $0.5 million to members of our Board of Directors. In 2020, we granted our chief executive officer 45,928 shares of restricted common stock with a grant date fair value of $0.5 million and 275,569 of performance-based restricted stock units with a grant date fair value of $0.1 million. One quarter of the restricted common stock vest on the grant date and one quarter vest on each of the first, second and third anniversaries of the grant date. The performance-based restricted stock units vest at the end of a four-year performance period based on our achievement of certain total stockholder return objectives. In 2020, we also granted our chief executive officer 313,152 shares of performance-based restricted stock with a grant date fair value of $2.9 million as a result of achieving goals related to the integration of the Acquisition. The performance-based restricted stock vest in full three years after the grant date.

In 2022, 2021 and 2020, previously granted performance-based restricted stock units of 381,503 units, 448,980 units and 421,348 units, respectively, fully vested based on achieving the performance objectives for the four-year periods ended December 31, 2021, 2020 and 2019, respectively. The 381,503 units, 448,980 units and 421,348 units vested in full and were net settled for 186,772 shares, 229,083 shares and 215,014 shares, respectively, of common stock in 2022, 2021 and 2020. respectively. In addition, 246,508 shares, 294,985 shares and 357,569 shares of performance-based restricted stock granted in 2019, 2018 and 2017, respectively, vested in 2022, 2021 and 2020, respectively, which were net settled for 120,665 shares, 150,530 shares and 182,467 shares, respectively, of common stock.

During 2022, 2021 and 2020, we recorded total stock-based compensation expense of $14.2 million, $9.3 million and $8.6 million, respectively, to employee compensation and benefits and $0.8 million, $0.6 million and $0.5 million, respectively, to selling and administrative expense.

During 2022, a total of 1,070,248 shares of restricted stock and restricted stock units vested with a grant date fair value of $12.0 million.

At December 31, 2022 and 2021, there were 1,389,427 shares and 1,257,199 shares, respectively, of unvested restricted common stock with a grant date fair value of $21.3 million and $17.1 million, respectively.

At December 31, 2022, total unrecognized compensation cost related to unvested restricted common stock was $9.0 million, which is expected to be recognized ratably over the remaining weighted-average vesting period of 1.9 years.

Earnings Per Share. Basic EPS is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period inclusive of unvested restricted stock with full dividend participation rights. Diluted EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding, plus the additional dilutive effect of common stock equivalents during each period. Our common stock equivalents include the weighted average dilutive effect of restricted stock units granted to our chief executive officer, OP Units and convertible senior unsecured notes.

A reconciliation of the numerator and denominator of our basic and diluted EPS computations ($ in thousands, except share and per share data) is as follows:

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Year Ended December 31,

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2022

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2021

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2020

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Basic

    

Diluted

    

Basic

    

Diluted

    

Basic

    

Diluted

Net income attributable to common stockholders (1)

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$

284,829

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$

284,829

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$

317,412

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$

317,412

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$

163,395

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$

163,395

Net income attributable to noncontrolling interest (2)

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​

—

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28,044

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—

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38,507

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—

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25,208

Interest expense on convertible notes (3)

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—

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20,166

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—

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—

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—

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​

—

Net income attributable to common stockholders and noncontrolling interest

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$

284,829

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$

333,039

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$

317,412

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$

355,919

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$

163,395

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$

188,603

Weighted average shares outstanding

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165,355,167

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165,355,167

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137,830,691

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137,830,691

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113,811,471

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113,811,471

Dilutive effect of OP Units (2)

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—

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16,304,638

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—

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16,818,722

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—

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19,395,691

Dilutive effect of convertible notes (3)

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—

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16,900,204

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—

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506,949

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—

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43,487

Dilutive effect of restricted stock units (4)

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—

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552,621

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—

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933,233

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—

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718,647

Weighted average shares outstanding

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165,355,167

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199,112,630

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137,830,691

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156,089,595

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113,811,471

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133,969,296

Net income per common share (1)

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$

1.72

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$

1.67

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$

2.30

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$

2.28

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$

1.44

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$

1.41

(1)Net of preferred stock dividends.
(2)We consider OP Units to be common stock equivalents as the holders have voting rights, the right to distributions and the right to redeem the OP Units for the cash value of a corresponding number of shares of common stock or a corresponding number of shares of common stock, at our election.
(3)Beginning January 1, 2022, the effective date we adopted ASU 2020-06, we started utilizing the if-converted method of calculating EPS to reflect the impact of our convertible senior notes. For 2021 and 2020, the convertible senior notes impacted diluted EPS if the average price of our common stock exceeded the conversion price, as calculated in accordance with the terms of the indenture. See Note 2 for details.
(4)Our chief executive officer was granted restricted stock units, which vest at the end of a four-year performance period based upon our achievement of total stockholder return objectives.