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Note 5 - Common Shares and Earnings Per Share

9 Months Ended

Sep. 30, 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 September 30, 2020:

Common Shares Outstanding, December 31, 2019			40,157,591
Issuances:
At-the-Market Offering			588,084
Automatic Dividend Reinvestment and Share Purchase Plan:
Dividends Reinvested			102,042
Cash Invested			88,636
Executive Stock Performance Awards (2017 awards earned)			62,497
Vesting of Restricted Stock Units			35,720
Employee Stock Purchase Plan:
Cash Invested			29,894
Dividends Reinvested			7,906
Restricted Stock Issued to Directors			17,400
Directors Deferred Compensation			612
Retirements:
Shares Withheld for Individual Income Tax Requirements			(38,217	)
Common Shares Outstanding, September 30, 2020			41,052,165

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- and nine-month periods ended September 30, 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- and nine-month periods ended September 30:

		Three Months ended September 30								Nine Months ended September 30
		2020				2019				2020				2019
Weighted Average Common Shares Outstanding – Basic			40,913,972				39,714,672				40,548,133				39,694,677
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			98,012				149,023				107,017				147,106
Underlying Shares Related to Nonvested Restricted Stock Units Granted to Employees			48,682				68,138				53,303				63,902
Shares Expected to be Issued Under the Employee Stock Purchase Plan			13,182				-				14,997				-
Nonvested Restricted Shares			2,603				13,107				8,033				14,896
Shares Expected to be Issued Under the Deferred Compensation Program for Directors			1,238				1,799				1,445				1,999
Total Dilutive Shares			163,717				232,067				184,795				227,903
Weighted Average Common Shares Outstanding – Diluted			41,077,689				39,946,739				40,732,928				39,922,580