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Stockholders' Equity
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Stockholders' Equity

NOTE 8. — STOCKHOLDERS’ EQUITY

A summary of the changes in stockholders’ equity for the three and nine months ended September 30, 2024 and 2023 is as follows (in thousands except per share amounts):

 

 

 

Common Stock

 

 

Accumulated
Other
Comprehensive

 

 

Additional
Paid-in

 

 

Dividends
Paid in Excess

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Income

 

 

Capital

 

 

of Earnings

 

 

Total

 

BALANCE, JUNE 30, 2024

 

 

54,185

 

 

$

542

 

 

$

(1,051

)

 

$

1,062,204

 

 

$

(110,661

)

 

$

951,034

 

Net earnings

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

15,335

 

 

 

15,335

 

Accumulated other comprehensive income (loss)

 

 

—

 

 

 

—

 

 

 

(2,923

)

 

 

—

 

 

 

—

 

 

 

(2,923

)

Dividends declared — $0.45 per share

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(25,421

)

 

 

(25,421

)

Shares issued pursuant to equity offering, net

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(102

)

 

 

—

 

 

 

(102

)

Shares issued pursuant to ATM Program, net

 

 

831

 

 

 

8

 

 

 

—

 

 

 

23,883

 

 

 

—

 

 

 

23,891

 

Shares issued pursuant to dividend reinvestment

 

 

1

 

 

 

—

 

 

 

—

 

 

 

16

 

 

 

—

 

 

 

16

 

Stock-based compensation and settlements

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,561

 

 

 

—

 

 

 

1,561

 

BALANCE, SEPTEMBER 30, 2024

 

 

55,017

 

 

$

550

 

 

$

(3,974

)

 

$

1,087,562

 

 

$

(120,747

)

 

$

963,391

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, DECEMBER 31, 2023

 

 

53,953

 

 

$

540

 

 

 

(4,021

)

 

$

1,053,129

 

 

$

(94,096

)

 

$

955,552

 

Net earnings

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

48,769

 

 

 

48,769

 

Accumulated other comprehensive income (loss)

 

 

—

 

 

 

—

 

 

 

47

 

 

 

—

 

 

 

—

 

 

 

47

 

Dividends declared — $1.35 per share

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(75,420

)

 

 

(75,420

)

Shares issued pursuant to equity offering, net

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(160

)

 

 

—

 

 

 

(160

)

Shares issued pursuant to ATM Program, net

 

 

1,049

 

 

 

10

 

 

 

—

 

 

 

31,086

 

 

 

—

 

 

 

31,096

 

Shares issued pursuant to dividend reinvestment

 

 

1

 

 

 

—

 

 

 

—

 

 

 

46

 

 

 

—

 

 

 

46

 

Stock-based compensation and settlements

 

 

14

 

 

 

—

 

 

 

—

 

 

 

3,461

 

 

 

—

 

 

 

3,461

 

BALANCE, SEPTEMBER 30, 2024

 

 

55,017

 

 

$

550

 

 

$

(3,974

)

 

$

1,087,562

 

 

$

(120,747

)

 

$

963,391

 

 

 

 

 

Common Stock

 

 

Accumulated
Other
Comprehensive

 

 

Additional
Paid-in

 

 

Dividends
Paid in Excess

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Income

 

 

Capital

 

 

of Earnings

 

 

Total

 

BALANCE, JUNE 30, 2023

 

 

50,501

 

 

$

505

 

 

$

—

 

 

$

938,163

 

 

$

(78,582

)

 

$

860,086

 

Net earnings

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

16,033

 

 

 

16,033

 

Dividends declared — $0.43 per share

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(23,209

)

 

 

(23,209

)

Shares issued pursuant to equity offering, net

 

 

2,200

 

 

 

22

 

 

 

—

 

 

 

71,564

 

 

 

—

 

 

 

71,586

 

Shares issued pursuant to ATM Program, net

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(45

)

 

 

—

 

 

 

(45

)

Shares issued pursuant to dividend reinvestment

 

 

1

 

 

 

—

 

 

 

—

 

 

 

12

 

 

 

—

 

 

 

12

 

Stock-based compensation and settlements

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,443

 

 

 

—

 

 

 

1,443

 

BALANCE, SEPTEMBER 30, 2023

 

 

52,702

 

 

$

527

 

 

$

—

 

 

$

1,011,137

 

 

$

(85,758

)

 

$

925,906

 

 

 

 

 

 

 

 

 

$

—

 

 

 

 

 

 

 

 

 

 

BALANCE, DECEMBER 31, 2022

 

 

46,735

 

 

$

467

 

 

 

—

 

 

$

822,340

 

 

$

(62,957

)

 

$

759,850

 

Net earnings

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

43,639

 

 

 

43,639

 

Dividends declared — $1.29 per share

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(66,440

)

 

 

(66,440

)

Shares issued pursuant to equity offering, net

 

 

2,200

 

 

 

22

 

 

 

—

 

 

 

71,509

 

 

 

—

 

 

 

71,531

 

Shares issued pursuant to ATM Program, net

 

 

3,721

 

 

 

38

 

 

 

—

 

 

 

114,089

 

 

 

—

 

 

 

114,127

 

Shares issued pursuant to dividend reinvestment

 

 

1

 

 

 

—

 

 

 

—

 

 

 

40

 

 

 

—

 

 

 

40

 

Stock-based compensation and settlements

 

 

45

 

 

 

—

 

 

 

—

 

 

 

3,159

 

 

 

—

 

 

 

3,159

 

BALANCE, SEPTEMBER 30, 2023

 

 

52,702

 

 

$

527

 

 

$

—

 

 

$

1,011,137

 

 

$

(85,758

)

 

$

925,906

 

 

On March 1, 2024, our Board of Directors granted 271,250 restricted stock units (“RSU” or “RSUs”), under our Amended and Restated 2004 Omnibus Incentive Compensation Plan. On March 1, 2023, our Board of Directors granted 253,075 RSUs under our Amended and Restated 2004 Omnibus Incentive Compensation Plan.

Common Stock Offerings

In July 2024, we completed a follow-on public offering of 4.0 million shares of common stock in connection with forward sales agreements (the "July 2024 Forward Offering"). Upon settlement, the July 2024 Forward Offering is anticipated to raise total gross proceeds of approximately $121.1 million. No shares were settled during the three and nine months ended September 30, 2024 and we expect to settle the forward sale agreements in full within 12 months via physical delivery of the outstanding shares of common stock in exchange for cash proceeds.

In February 2023, we completed a follow-on public offering the "February 2023 Forward Offering") of 3.5 million shares of common stock in connection with forward sales agreements. During the three months ended September 30, 2023, we settled 2.2 million shares of common stock from the February 2023 Forward Offering, realizing net proceeds of $71.5 million. During the year ended December 31, 2023, we settled all 3.5 million shares and realized net proceeds of $112.1 million.

ATM Program

In February 2023, we established and, in February 2024, we amended, an at-the-market equity offering program (the “ATM Program”), pursuant to which we are able to issue and sell shares of our common stock with an aggregate sales price of up to $350.0 million through a consortium of banks acting as our sales agents or acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement. Sales of the shares of common stock may be made, as needed, from time to time in at-the-market offerings as defined in Rule 415 of the Securities Act, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or as otherwise agreed to with the applicable agent. The use of a forward sale agreement allows us to lock in a share price on the sale of shares at the time the forward sales agreement becomes effective, but defer receiving the proceeds from the sale of shares until a later date. To account for the forward sale agreements, we consider the accounting guidance governing financial instruments and derivatives. To date, we have concluded that our forward sale agreements are not liabilities as they do not embody obligations to repurchase our shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares. We also evaluated whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. We concluded that the agreements are classifiable as equity

contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for our own stock price and operations, and (ii) none of the settlement provisions precluded the agreements from being indexed to its own stock. We also consider the potential dilution resulting from the forward sale agreements on the earnings per share calculations. We use the treasury stock method to determine the dilution resulting from the forward sale agreements during the period of time prior to settlement.

ATM Direct Issuances

During the three and nine months ended September 30, 2024 and 2023, no shares of common stock were issued under the ATM Program. Future sales, if any, will depend on a variety of factors to be determined by us from time to time, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us.

ATM Forward Sale Agreements

During the three months ended September 30, 2024 and 2023, we did not enter into any forward sale agreements under the ATM Program. During the nine months ended September 30, 2024, we entered into forward sale agreements to sell an aggregate of 0.4 million shares of common stock at an average gross offering price of $27.98 per share and, during the nine months ended September 30, 2023, we entered into forward sale agreements to sell an aggregate of 0.2 million shares of common stock at an average gross offering price of $34.97 per share.

During the three and nine months ended September 30, 2024, we settled 0.8 million shares and 1.0 million shares, respectively, of common stock subject to forward sale agreements under the ATM Program for net proceeds of $23.9 million and $31.1 million, respectively, after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreement. During the nine months ended September 30, 2023, we settled 3.7 million shares of common stock subject to forward sale agreements under the ATM Program for net proceeds of $114.1 million, after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreement.

As September 30, 2024, we had 0.4 million shares of common stock outstanding subject to forward sale agreements under the ATM Program. We expect to settle the forward sale agreements in full within 12 months of the respective agreement dates via physical delivery of the outstanding shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements, subject to certain conditions.

Dividends

For the nine months ended September 30, 2024, we paid regular quarterly dividends of $74.8 million or $1.35 per share. For the nine months ended September 30, 2023, we paid regular quarterly dividends of $63.8 million or $1.29 per share.

Dividend Reinvestment Plan

Our dividend reinvestment plan provides our common stockholders with a convenient and economical method of acquiring additional shares of common stock by reinvesting all or a portion of their dividend distributions. During the nine months ended September 30, 2024 and 2023, we issued 1,643 and 1,178 shares of common stock, respectively, under the dividend reinvestment plan and received proceeds of approximately $46 thousand and $40 thousand, respectively.

Stock-Based Compensation

Stock-based compensation expense using the fair value method was $4.5 million and $4.2 million for the nine months ended September 30, 2024 and 2023, respectively, and is included in general and administrative expense on our consolidated statements of operations.