EQUITY |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EQUITY | NOTE 11. EQUITY SHELF REGISTRATION On October 11, 2022, the Company filed a shelf registration statement on Form S-3, relating to the registration and potential issuance of its common stock, preferred stock, debt securities, warrants, rights, and units with a maximum aggregate offering price of up to $500.0 million (the “2022 Registration Statement”). The Securities and Exchange Commission declared the 2022 Registration Statement effective on October 26, 2022. On October 16, 2024, the Company filed a new shelf registration statement on Form S-3, relating to the registration and potential issuance of its common stock, preferred stock, debt securities, warrants, rights, and units with a maximum aggregate offering price of up to $500.0 million (the “2024 Registration Statement”). The Securities and Exchange Commission declared the 2024 Registration Statement effective on November 12, 2024. The 2022 Registration Statement was terminated concurrently with the effectiveness of the 2024 Registration Statement. ATM PROGRAM The Company has established an “at-the-market” equity offering program pursuant to which the Company may sell, from time to time, shares of the Company’s common stock (the “Common Stock ATM Program”). During the three months ended September 30, 2026, the Company sold 1,271,472 shares under the Common Stock ATM Program for gross proceeds of $27.8 million at a weighted average price of $21.83 per share, generating net proceeds of $27.3 million after deducting transaction fees totaling $0.5 million. The Company was not active under the Common Stock ATM Program during the three months ended September 30, 2025. During the nine months ended September 30, 2026, the Company sold 6,188,971 shares under the Common Stock ATM Program for gross proceeds of $127.0 million at a weighted average price of $20.52 per share, generating net proceeds of $125.1 million after deducting transaction fees totaling $1.9 million. The Company was not active under the Common Stock ATM Program during the nine months ended September 30, 2025. The Company may also enter into forward sale agreements under its Common Stock ATM Program. The above activity included forward sales during the nine months ended September 30, 2026, all of which were settled as of September 30, 2026. As of September 30, 2026, $89.5 million of availability remained under the Common Stock ATM Program. PREFERRED STOCK On June 28, 2021, the Company priced a public offering of 3,000,000 shares of its 6.375% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) at a public offering price of $25.00 per share. The offering closed on July 6, 2021 and generated total net proceeds to the Company of $72.4 million, after deducting the underwriting discount and expenses. On April 4, 2024, the Company priced a public offering of 1,500,000 additional shares of the Series A Preferred Stock, liquidation preference $25.00 per share, at a public offering price of $20.00 per share. The Company also granted the underwriters a 30-day option to purchase up to an additional 225,000 shares of the Series A Preferred Stock to cover over-allotments, which the underwriters exercised with respect to 218,417 shares on April 9, 2024. Upon closing on April 11, 2024, 1,718,417 shares of the Series A Preferred Stock (including the 218,417 shares of Series A Preferred Stock issued pursuant to the underwriters’ option) were issued generating net proceeds of $33.1 million, after deducting the underwriting discount and offering expenses payable by the Company. The Company has also established an “at-the-market” equity offering program pursuant to which the Company may sell, from time to time, shares of the Series A Preferred Stock (the “Preferred Stock ATM Program”). The Company was not active under the Preferred Stock ATM Program during the three and nine months ended September 30, 2026 or 2025. The Series A Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company. The Series A Preferred Stock has no maturity date and will remain outstanding unless redeemed. The Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends on such Series A Preferred Stock up to, but excluding, the date of redemption. See Note 13, “Share Repurchases” for the Company’s Series A Preferred Stock repurchase activity. DIVIDENDS The Company elected to be taxed as a REIT for U.S. federal income tax purposes under the Code commencing with its taxable year ended December 31, 2020. In order to maintain its qualification as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate U.S. federal income taxes payable by the Company. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and other items), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows. The following table outlines dividends declared and paid for the Series A Preferred Stock and the Company’s common stock during the three and nine months ended September 30, 2026 and 2025 (in thousands, except per share data):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||