XML 41 R31.htm IDEA: XBRL DOCUMENT v3.22.2
Redeemable Preferred Stock and Stockholders Equity
 6 Months Ended
Jun. 30, 2022
Redeemable Preferred Stock and Stockholders' Equity  
Redeemable Preferred Stock and Stockholders' Equity

Note 21. Redeemable Preferred Stock and Stockholders’ Equity

​

Common stock dividends

The table below presents dividends declared by the board of directors on common stock during the last twelve months.

​

​

​

​

​

​

​

​

​

​

    

​

    

​

    

​

Declaration Date

​

Record Date

​

Payment Date

​

Dividend per Share

June 14, 2021

​

June 30, 2021

​

July 30, 2021

​

$

0.42

​

September 15, 2021

​

September 30, 2021

​

October 29, 2021

​

$

0.42

​

December 14, 2021

​

December 31, 2021

​

January 31, 2022

​

$

0.42

​

March 15, 2022

​

March 31, 2022

​

April 29, 2022

​

$

0.42

​

June 15, 2022

​

June 30, 2022

​

July 29, 2022

​

$

0.42

​

​

Stock incentive plan

The Company currently maintains the 2012 equity incentive plan (the “2012 Plan”). The 2012 Plan authorizes the Compensation Committee to approve grants of equity-based awards to our officers, directors, and employees of our Manager and its affiliates. The equity incentive plan provides for grants of equity-based awards up to an aggregate of 5% of the shares of the Company’s common stock issued and outstanding from time to time on a fully diluted basis.

​

The Company’s current policy for issuing shares upon settlement of stock-based incentive awards is to issue new shares. The fair value of the RSUs and RSAs granted, which is determined based upon the stock price on the grant date, is recorded as compensation expense on a straight-line basis over the vesting periods for the awards, with an offsetting increase in stockholders’ equity.

​

The table below summarizes RSU and RSA activity.

​

​

​

​

​

​

​

​

​

Restricted Stock Awards

(in thousands, except share data)

Number of
Shares

    

Grant date fair value

Weighted-average grant date

fair value (per share)

Outstanding, December 31, 2021

888,777

 

$

13,517

$

15.21

Granted

349,824

​

​

4,964

​

14.19

Vested

(252,259)

​

​

(3,791)

​

15.03

Forfeited

(2,064)

​

​

(26)

​

12.82

Outstanding, March 31, 2022

984,278

 

$

14,664

$

14.90

Granted

18,192

​

​

264

​

14.52

Vested

(17,516)

​

​

(257)

​

14.66

Forfeited

(2,326)

​

​

(33)

​

14.19

Outstanding, June 30, 2022

982,628

 

$

14,638

$

14.90

​

The Company recognized $2.1 million and $4.1 million for the three and six months ended June 30, 2022, respectively and $1.7 million and $3.3 million for the three and six months ended June 30, 2021, respectively, of non-cash compensation expense related to its stock-based incentive plan in our consolidated statements of income.

​

As of June 30, 2022 and December 31, 2021, approximately $14.6 million and $13.5 million, respectively, of non-cash compensation expense related to unvested awards had not yet been charged to net income. These costs are expected to be amortized into compensation expense ratably over the course of the remaining vesting periods.

​

Performance-based equity awards

In February 2021, the Company granted, to certain key employees, 43,327 shares of performance-based equity awards which are allocated 50% to awards that vest based on absolute total shareholder return (“TSR”) for the three-year forward-looking period ending December 31, 2023 and 50% to awards that vest based on TSR for such three-year forward-looking performance period relative to the performance of a designated peer group. Subject to the absolute and relative TSR achieved during the vesting period, the actual number of shares that the key employees receive at the end of the period may range from 0% to 300% of the target shares granted.

​

The fair value of the performance-based equity awards granted is recorded as compensation expense and will cliff vest at the end of a three year vesting period, with an offsetting increase in stockholders’ equity.

​

In February 2022, the Company granted, to certain key employees 84,566 shares of performance-based equity awards which are allocated 50% to awards that vest based on return metrics and relative total shareholder return (“TSR”) for the three-year forward-looking period ending December 31, 2024 and 50% to awards that vest based on TSR for such three-year forward-looking performance period relative to the performance of a designated peer group. Subject to the return metrics and relative TSR achieved during the vesting period, the actual number of shares that the key employees receive at the end of the period may range from 0% to 300% of the target shares granted.

​

The fair value of the performance-based equity awards granted is recorded as compensation expense and will cliff vest at the end of a three year vesting period, with an offsetting increase in stockholders’ equity.

​

Preferred Stock

In the event of a liquidation or dissolution of the Company, any outstanding preferred stock ranks senior to the outstanding common stock with respect to payment of dividends and the distribution of assets.

​

We classify Series C Cumulative Convertible Preferred Stock, or Series C Preferred Stock, on our balance sheets using the guidance in ASC 480‑10‑S99. Our Series C Preferred Stock contains certain fundamental change provisions that allow the holder to redeem the preferred stock for cash only if certain events occur, such as a change in control. As of June 30, 2022, the conversion rate was 1.1626 shares of common stock per $25 principal amount of the Series C Preferred Stock, which is equivalent to an initial conversion price of approximately $21.50 per share of common stock. As redemption under these circumstances is not solely within our control, we have classified our Series C Preferred Stock as temporary equity. We have analyzed whether the conversion features should be bifurcated under the guidance in ASC 815‑10 and have determined that bifurcation is not necessary.

​

The table below presents details on preferred equity by series.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Preferential Cash Dividends

    

Carrying Value (in thousands)

Series

​

Shares Issued and Outstanding (in thousands)

​

Par Value

​

Liquidation Preference

​

Rate per Annum

​

Annual Dividend (per share)

​

June 30, 2022

C

​

335

​

​

0.0001

​

$

25.00

​

6.25%

​

$

1.56

​

$

8,361

​

E

​

4,600

​

​

0.0001

​

$

25.00

​

6.50%

​

$

1.63

​

$

111,378

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

In the table above,

●Shareholders are entitled to receive dividends, when and as authorized by the Company's Board, out of funds legally available for the payment of dividends. Dividends for Series C Preferred Stock are payable quarterly on the 15th day of January, April, July and October of each year or if not a business day, the next succeeding business day. Dividends for Series E preferred stock are payable quarterly on or about the last day of each January, April, July and October of each year. Any dividend payable on the preferred stock for any partial dividend period will be computed on the basis of a 360- day year consisting of twelve 30-day months. Dividends will be payable in arrears to holders of record as they appear on the Company’s records at the close of business on the last day of each of March, June, September and December, as the case may be, immediately preceding the applicable dividend payment date.

​

●The Company declared dividends of $0.1 million and $1.9 million of its Series C Preferred Stock and Series E Preferred Stock during the three months ended June 30, 2022. The dividends are payable on July 15, 2022 for Series C Preferred Stock and on July 29, 2022 for Series E Preferred Stock to the holders of record as of the close of business on June 30, 2022.

​

●The Company may, at its option, redeem the Series E Preferred Stock, in whole or in part, at any time and from time to time, for cash at a redemption price equal to 100% of the liquidation preference of $25.00 per share, plus accrued and unpaid dividends, if any, to the redemption date. Series E Preferred Stock is not redeemable prior to June 10, 2026, except under certain conditions.

​

Equity ATM Program

On July 9, 2021, the Company entered into an Equity Distribution Agreement, as amended on March 8, 2022, (the “Equity Distribution Agreement”) with JMP Securities LLC, (the “Sales Agent”), pursuant to which the Company may sell, from time to time, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $150 million, through the Sales Agent either as agent or principal (the “Equity ATM Program”). During the three months ended June 30, 2022, the Company sold 23,825 shares of common stock at an average price of $15.35 per share through the Equity ATM Program, for net proceeds of $0.4 million, after deducting offering related expenses. As of June 30, 2022, shares representing approximately $78.4 million remain available for sale under the Equity ATM Program.

​

Other

On January 14, 2022, the Company completed a public offering of 7 million shares of common stock, par value $0.0001 per share, at a price of $15.30 per share. The Company received aggregate net proceeds of approximately $106.6 million, after deducting offering expenses.