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STOCKHOLDERS' EQUITY | 9 Months Ended
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Sep. 30, 2022
STOCKHOLDERS' EQUITY |
STOCKHOLDERS' EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Common Stock Dividend On September 15, 2022, the Board of Directors declared a quarterly cash dividend of $0.45 per share on the Company’s common stock, totaling approximately $9,460,000. The quarterly dividend was paid on October 7, 2022 to stockholders of record on September 27, 2022. Stock Repurchase Program In September 2022, the Board of Directors authorized a repurchase program of up to $7,500,000 of the Company’s common stock in the open market, through privately negotiated transactions or otherwise. (The $7,500,000 includes the $2,286,000 available pursuant to the repurchase program authorized in March 2016.) During the three and nine months ended September 30, 2022, the Company repurchased approximately 75,000 and 208,000 shares of common stock, for total consideration of $1,822,000 and $5,214,000, net of commissions of $5,000 and $12,000, respectively. At September 30, 2022, the entire $7,500,000 is available for the repurchase of shares of common stock. No shares were repurchased by the Company during the three and nine months ended September 30, 2021. Shares Issued through the At-the-Market Equity Offering Program During the nine months ended September 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 during the three months ended September 30, 2022. During the three and nine months ended September 30, 2021, the Company sold approximately 49,000 shares for proceeds of $1,489,000, net of commissions of $30,000, and incurred offering costs of $65,000 for professional fees. Dividend Reinvestment Plan 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 40,000 and 51,000 shares of common stock during the three and nine months ended September 30, 2022, respectively, and 31,000 shares were issued during the three and nine months ended September 30, 2021. Stock Based Compensation 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 September 30, 2022:
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2022 | ​ | 2019 | ​ | 2016
​ |  | Incentive Plan (a) |  | Incentive Plan (b) |  | Incentive Plan (b)
Restricted stock | ​ | — | ​ | 437,375 | ​ | 275,000
RSUs | ​ | 85,350 | ​ | 155,726 | ​ | —
Totals | ​ | 85,350 | ​ | 593,101 | ​ | 275,000
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(a) | This plan was approved by Company’s stockholders in June 2022.
(b) | No additional awards may be granted under such plan.
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 | ​
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(a) | 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 satisfied.
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. For the 2022 TSR awards, the per unit or share fair value was estimated using the following assumptions: an expected life of three years, a dividend rate of 7.10%, a risk-free interest rate of 1.58% - 3.33% and an expected price volatility of 29.37% - 39.87%.
(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 2022 and 2021 RSUs of $23,000 and $135,000, respectively, based on the number of shares that would have been issued, underlying such RSUs, using performance and market assumptions determined as of September 30, 2022.
As of September 30, 2022, based on performance and market assumptions, the fair value of the RSUs granted in 2022, 2021 and 2020 is $1,352,000, $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 nine months ended September 30, 2022. NOTE 11 – STOCKHOLDERS’ EQUITY (CONTINUED) The following is a summary of the activity of the Plans: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | September 30, | ​ | September 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 | ​ | ​ | 712,375 | ​ | ​ | 707,050 | ​ | ​ | 706,450 | ​ | ​ | 701,675
Grants | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 153,575 | ​ | ​ | 151,500
Vested during period | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (146,900) | ​ | ​ | (145,725)
Forfeitures | ​ | ​ | — | ​ | ​ | (500) | ​ | ​ | (750) | ​ | ​ | (900)
Non-vested end of period | ​ | ​ | 712,375 | ​ | ​ | 706,550 | ​ | ​ | 712,375 | ​ | ​ | 706,550
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
RSU grants: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Number of underlying shares | ​ | ​ | 85,350 | ​ | ​ | 80,700 | ​ | ​ | 85,350 | ​ | ​ | 80,700
Average per share grant price | ​ | $ | 26.44 | ​ | $ | 30.46 | ​ | $ | 26.44 | ​ | $ | 30.46
Deferred compensation to be recognized over vesting period | ​ | $ | 1,352,000 | ​ | $ | 1,647,000 | ​ | $ | 1,352,000 | ​ | $ | 1,647,000
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Number of non-vested shares: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-vested beginning of period | ​ | ​ | 155,726 | ​ | ​ | 150,052 | ​ | ​ | 230,752 | ​ | ​ | 223,802
Grants | ​ | ​ | 85,350 | ​ | ​ | 80,700 | ​ | ​ | 85,350 | ​ | ​ | 80,700
Vested during period | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (64,488) | ​ | ​ | (73,750)
Forfeitures | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (10,538) | ​ | ​ | —
Non-vested end of period | ​ | ​ | 241,076 | ​ | ​ | 230,752 | ​ | ​ | 241,076 | ​ | ​ | 230,752
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Restricted stock and RSU grants (based on grant price): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average per share value of non-vested shares | ​ | $ | 26.26 | ​ | $ | 25.04 | ​ | $ | 26.26 | ​ | $ | 25.04
Value of stock vested during the period | ​ | $ | — | ​ | $ | — | ​ | $ | 5,535,000 | ​ | $ | 5,165,000
Weighted average per share value of shares forfeited during the period | ​ | $ | — | ​ | $ | 24.84 | ​ | $ | 29.12 | ​ | $ | 24.57
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total charge to operations: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Outstanding restricted stock grants | ​ | $ | 951,000 | ​ | $ | 871,000 | ​ | $ | 3,106,000 | ​ | $ | 2,859,000
Outstanding RSUs | ​ | ​ | 355,000 | ​ | ​ | 292,000 | ​ | ​ | 1,084,000 | ​ | ​ | 1,332,000
Total charge to operations | ​ | $ | 1,306,000 | ​ | $ | 1,163,000 | ​ | $ | 4,190,000 | ​ | $ | 4,191,000
​ As of September 30, 2022, total compensation costs of $9,191,000 and $2,599,000 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 2.3 years for the restricted stock and 1.8 years for the RSUs.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI https://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 + Details
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