STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2022

Summary of shares subject to outstanding awards

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.

Summary of RSU activity and other material terms and conditions

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.

Schedule of equity incentive 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