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Note 5 - Common Shares and Earnings Per Share

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Stockholders Equity and Earnings per Share [Text Block]

5. Common Shares and Earnings Per Share

Shelf Registration

On May 3, 2018 the Company filed a shelf registration statement with the Securities and Exchange Commission (SEC) under which the Company may offer for sale, from time to time, either separately or together in any combination, equity, debt or other securities described in the shelf registration statement, which expires on May 3, 2021.

On November 8, 2019, the Company entered into a Distribution Agreement with KeyBanc Capital Markets Inc. (KeyBanc Capital Markets). Pursuant to the terms of the Distribution Agreement, the Company may offer and sell its common shares from time to time through KeyBanc, as the Company’s distribution agent for the offer and sale of the shares, up to an aggregate sales price of $75,000,000.

Under the Distribution Agreement, the Company will designate the minimum price and maximum number of common shares to be sold through KeyBanc on any given trading day or over a specified period of trading days, and KeyBanc will use commercially reasonable efforts to sell such shares on such days, subject to certain conditions. Sales of the shares, if any, will be made by means of ordinary brokers’ transactions on the Nasdaq Global Select Market at market prices or as otherwise agreed with KeyBanc. The Company may also agree to sell shares to KeyBanc, as principal for its own account, on terms agreed to by the Company and KeyBanc in a separate agreement at the time of sale. KeyBanc will receive from the Company a commission of up to 2% of the gross sales price per share for any shares sold through it as the Company’s distribution agent under the Distribution Agreement. The Company is not obligated to sell and KeyBanc is not obligated to buy or sell any of the shares under the Distribution Agreement. The shares, if issued, will be issued pursuant to the Company’s existing shelf registration statement.

2020 Common Stock Activity

Following is a reconciliation of the Company’s common shares outstanding from December 31, 2019 through March 31, 2020:

Common Shares Outstanding, December 31, 2019
40,157,591

Issuances:

At-the-Market Offering
112,380

Executive Stock Performance Awards (2017 awards earned)
62,497

Automatic Dividend Reinvestment and Share Purchase Plan:

Dividends Reinvested
30,677

Cash Invested
12,772

Vesting of Restricted Stock Units
23,000

Employee Stock Purchase Plan:

Cash Invested
13,432

Dividends Reinvested
2,316

Retirements:

Shares Withheld for Individual Income Tax Requirements
(38,217 )

Common Shares Outstanding, March 31, 2020
40,376,448

Earnings Per Share

The numerator used in the calculation of both basic and diluted earnings per common share is net income with no adjustments for the three-month periods ended March 31, 2020 and 2019. The denominator used in the calculation of basic earnings per common share is the weighted average number of common shares outstanding during the period excluding nonvested restricted shares granted to the Company’s directors, which are considered contingently returnable and not outstanding for the purpose of calculating basic earnings per share. The denominator used in the calculation of diluted earnings per common share is derived by adjusting basic shares outstanding for the items listed in the following reconciliation for the three-month periods ended March 31:

2020

2019

Weighted Average Common Shares Outstanding – Basic
40,217,141 39,657,321

Plus Outstanding Share Awards net of Share Reductions for Unrecognized Stock-Based Compensation Expense and Excess Tax Benefits:

Shares Expected to be Awarded for Stock Performance Awards Granted to Executive Officers based on Measurement Period-to-Date Performance
125,637 158,159

Underlying Shares Related to Nonvested Restricted Stock Units Granted to Employees
63,897 63,398

Nonvested Restricted Shares
19,861 21,922

Shares Expected to be Issued Under the Employee Stock Purchase Plan
15,977 -

Shares Expected to be Issued Under the Deferred Compensation Program for Directors
1,823 2,365

Total Dilutive Shares
227,195 245,844

Weighted Average Common Shares Outstanding – Diluted
40,444,336 39,903,165

The effect of dilutive shares on earnings per share for the three-month periods ended March 31, 2020 and 2019, resulted in no differences greater than $0.01 between basic and diluted earnings per share in either period.