On June 9, 2022, the Board of Directors declared a quarterly cash dividend of $0.45 per share on the Company’s common stock, totaling approximately $9,467,000. The quarterly dividend was paid on July 6, 2022 to stockholders of record on June 21, 2022.

In March 2016, the Board of Directors authorized a repurchase program of up to $7,500,000 of the Company’s common stock through, among other things, in open market or privately negotiated transactions. During the three and six months ended June 30, 2022, the Company repurchased approximately 133,000 shares of common stock for total consideration of $3,392,000, net of commissions of $8,000. After giving effect to such repurchases, the Company is authorized to repurchase approximately $4,108,000 of shares of common stock. No shares were repurchased by the Company during the three and six months ended June 30, 2021.

During the six months ended June 30, 2022, the Company sold approximately 17,000 shares for proceeds of $604,000, net of commissions of $12,000, and incurred offering costs of $41,000 for professional fees. No shares were sold by the Company during the three and six months ended June 30, 2021.

The Dividend Reinvestment Plan (the “DRP”), among other things, provides stockholders with the opportunity to reinvest all or a portion of their cash dividends paid on the Company’s common stock in additional shares of its common stock, at a discount, determined in the Company’s sole discretion, of up to 5% from the market price (as such price is calculated pursuant to the DRP). From June 2020 through June 2021, the Company suspended the dividend reinvestment feature of its DRP; such feature was reinstated in June 2021. The discount from the market price is currently 3%. Under the DRP, the Company issued approximately 6,000 and 11,000 shares of common stock during the three and six months ended June 30, 2022. No shares were issued during the three and six months ended June 30, 2021.

The Company’s 2022, 2019 and 2016 Incentive Plans (collectively, the “Plans”), permit the Company to grant, among other things, stock options, restricted stock, RSUs, performance share awards and dividend equivalent rights and any one or more of the foregoing to its employees, officers, directors and consultants. A maximum of 750,000 shares of the Company’s common stock was authorized for issuance pursuant to each Plan at such plan’s inception.

The following details the shares subject to awards that are outstanding under the Plans as of June 30, 2022:

NOTE 11 – STOCKHOLDERS’ EQUITY (CONTINUED)

For accounting purposes, the restricted stock is not included in the shares shown as outstanding on the balance sheet until they vest; however, dividends are paid on the unvested shares. The restricted stock grants are charged to General and administrative expense over the respective vesting periods based on the market value of the common stock on the grant date. Unless earlier forfeited because the participant’s relationship with the Company terminated, unvested restricted stock awards vest five years from the grant date, and under certain circumstances may vest earlier.

The following table reflects the activities involving RSUs:


	2022 (a)	2021	2020	2019		2018
RSUs granted (b)	85,350	80,700	75,026	77,776		76,250
RSUs vested	—	—	—	64,488	(c)	73,750	(d)
RSUs forfeited (e)	—	—	—	13,288		2,500
RSUs outstanding	85,350	80,700	75,026	—		—
Vesting Date (f) (g)	6/30/2025	6/30/2024	6/30/2023	6/30/2022		6/30/2021

_________________

(a)	For accounting purposes, these shares were granted in July 2022.

(b)	The shares underlying the RSUs are excluded from the shares shown as outstanding on the balance sheet until they have vested and been issued.

(c)	Such shares were issued in August 2022.

(d)	Such shares were issued in August 2021.

(e)	10,538 shares of the 2019 grant were not earned in 2022 because the applicable market condition was only partially satisfied. During 2019, 2,750 shares of the 2019 grant and 2,500 shares of the 2018 grant were forfeited (see Note 10).

(f)	Generally, the recipient must maintain a relationship with the Company during the applicable three-year performance cycle.

(g)

RSUs vest upon satisfaction of metrics related to average annual total stockholder return ("TSR Metric") and average annual return on capital ("ROC Metric"; together with the TSR Metric, the "Metrics") and are issued after the Compensation Committee determines the Metrics with respect to the vesting of such shares have been satisified.

The specific metrics and other material terms and conditions of the RSUs are as follows:


Year RSU Granted	Metric	Weight	Minimum Performance Criteria (a)	Maximum Performance Criteria (a)
2018 - 2020 (b)	ROC Metric (c)	50%	Average of annual ROC of at least 7%	Average of annual ROC of at least 9.75%
	TSR Metric (d)	50%	Average of annual TSR of at least 7%	Average of annual TSR of at least 12.0%
2021 - 2022 (e) (f)	ROC Metric (c)	50%	Average of annual ROC of at least 6%	Average of annual ROC of at least 8.75%
	TSR Metric (d)	50%	Average of annual TSR of at least 6%	Average of annual TSR of at least 11.0%

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(a)	If the average annual ROC or TSR falls between the applicable minimum and maximum performance criteria, a pro-rata portion of such units, as applicable, vest.

(b)	Such RSUs are not entitled to voting or dividend rights.

(c)

The ROC Metrics meet the definition of a performance condition. Fair value is based on the market value on the date of grant and the performance assumptions are re-evaluated quarterly. The Company does not recognize expense on ROC Awards which it does not expect the performance conditions to be met.

(d)	The TSR Metrics meet the definition of a market condition. A third party appraiser prepares a Monte Carlo simulation pricing model to determine the fair value of such awards, which is recognized ratably over the three-year service period.

(e)	Such RSUs are (i) not entitled to voting rights and (ii) upon vesting, the holders receive an amount equal to the dividends that would have been paid on the underlying shares had such shares been outstanding during the three-year performance cycle.

(f)	The Company accrued dividend equivalents for the 2021 RSUs of $108,000, based on the number of shares that would have been issued, underlying such RSUs, using performance and market assumptions determined as of June 30, 2022.

As of June 30, 2022, based on performance and market assumptions, the fair value of the RSUs granted in 2021 and 2020 is $1,846,000 and $962,000, respectively. Recognition of such deferred compensation will be charged to General and administrative expense over the respective three-year performance cycles. None of these RSUs were forfeited or vested during the three and six months ended June 30, 2022.

NOTE 11 – STOCKHOLDERS’ EQUITY (CONTINUED)

The following is a summary of the activity of the Plans:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Restricted stock grants:
Number of shares		—		—		153,575		151,500
Average per share grant price	$	—	$	—	$	33.75	$	20.34
Deferred compensation to be recognized over vesting period	$	—	$	—	$	5,183,000	$	3,082,000

Number of non-vested shares:
Non-vested beginning of period		728,775		723,050		706,450		701,675
Grants		—		—		153,575		151,500
Vested during period		(16,150)		(15,800)		(146,900)		(145,725)
Forfeitures		(250)		(200)		(750)		(400)
Non-vested end of period		712,375		707,050		712,375		707,050

RSU grants:
Number of underlying shares		—		—		—		—
Average per share grant price	$	—	$	—	$	—	$	—
Deferred compensation to be recognized over vesting period	$	—	$	—	$	—	$	—

Number of non-vested shares:
Non-vested beginning of period		230,752		223,802		230,752		223,802
Grants		—		—		—		—
Vested during period		(64,488)		(73,750)		(64,488)		(73,750)
Forfeitures		(10,538)		—		(10,538)		—
Non-vested end of period		155,726		150,052		155,726		150,052

Restricted stock and RSU grants (based on grant price):
Weighted average per share value of non-vested shares	$	26.25	$	24.53	$	26.25	$	24.53
Value of stock vested during the period	$	2,299,000	$	2,340,000	$	5,535,000	$	5,165,000
Weighted average per share value of shares forfeited during the period	$	28.91	$	24.86	$	29.12	$	24.24

Total charge to operations:
Outstanding restricted stock grants	$	1,197,000	$	1,092,000	$	2,154,000	$	1,989,000
Outstanding RSUs		362,000		593,000		730,000		1,039,000
Total charge to operations	$	1,559,000	$	1,685,000	$	2,884,000	$	3,028,000

As of June 30, 2022, total compensation costs of $10,142,000 and $1,601,000 related to non-vested restricted stock awards and RSUs, respectively, have not yet been recognized. These compensation costs will be charged to General and administrative expense over the remaining respective vesting periods. The weighted average remaining vesting period is 2.6 years for the restricted stock and 1.5 years for the RSUs.