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STOCKHOLDERS' EQUITY | 12 Months Ended
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Dec. 31, 2022
STOCKHOLDERS' EQUITY |
STOCKHOLDERS' EQUITY | NOTE 12—STOCKHOLDERS’ EQUITY ​ Common Stock Dividend ​ In each of 2022 and 2021, the Board of Directors declared an aggregate $1.80 per share in cash distributions. The following table details the Company’s dividend activity for the year ended December 31, 2020 (amounts in thousands, except per share data):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | Total |  | Dividend Paid |  | ​ | Cash |  | Stock | ​ | ​ | Value
Declaration Date (a) |  | ​ | Dividend |  | Cash % |  | Stock % |  | ​ | Distributed |  | Issued | ​ | ​ | per Share
March 13, 2020 | ​ | $ | 9,037 | ​ | 100.0 | ​ | — | ​ | $ | 9,037 | ​ | — | ​ | ​ | —
June 10, 2020 (b) | ​ | $ | 9,068 | ​ | 50.0 | ​ | 50.0 | ​ | $ | 4,537 | ​ | 263 | ​ | $ | 17.22
September 9, 2020 (b) | ​ | $ | 9,198 | ​ | 75.0 | ​ | 25.0 | ​ | $ | 6,901 | ​ | 141 | ​ | $ | 16.27
December 2, 2020 | ​ | $ | 9,261 | ​ | 100.0 | ​ | — | ​ | $ | 9,261 | ​ | — | ​ | ​ | —
(a) | A dividend of $0.45 per share was declared in each period indicated.
(b) | Stockholders were entitled to elect whether the dividend payable to them would be paid in cash or shares of the Company’s common stock at the percentages indicated, subject to certain limitations.
​ On March 13, 2023, the Board of Directors declared a quarterly cash dividend of $0.45 per share on the Company’s common stock, totaling approximately $9,574,000. The quarterly dividend is payable on April 4, 2023 to stockholders of record on March 27, 2023. ​ 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 remaining $2,286,000 available pursuant to the repurchase program authorized in March 2016). During 2022, the Company repurchased approximately 208,000 shares of common stock, for total consideration of $5,214,000, net of commissions of $12,000. At December 31, 2022, $7,500,000 is available for the repurchase of shares of common stock. No shares were repurchased by the Company during the years ended December 31, 2021 or 2020. ​ Shares Issued through the At-the-Market Equity Offering Program ​ During 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. During 2021, the Company sold 106,290 shares for proceeds of $3,379,000, net of commissions of $69,000, and incurred offering costs of $65,000 for professional fees. The Company did not sell any shares during the year ended December 31, 2020. ​ Dividend Reinvestment Plan ​ The Company’s 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 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 was 5% prior to the suspension and, since reinstatement, has been offered at a discount of 3%. Under the DRP, the Company issued approximately 102,000, 35,000 and 77,000 shares of common stock during 2022, 2021 and 2020, respectively. NOTE 12—STOCKHOLDERS’ EQUITY (CONTINUED) ​ 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 December 31, 2022:
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2022 | ​ | 2019 | ​ | 2016
​ |  | Incentive Plan (a)(b) |  | Incentive Plan (c) |  | Incentive Plan (c)
Restricted stock | ​ | — | ​ | 437,375 | ​ | 275,000
RSUs | ​ | 85,350 | ​ | 155,726 | ​ | —
Totals | ​ | 85,350 | ​ | 593,101 | ​ | 275,000
(a) | This plan was approved by Company’s stockholders in June 2022.
(b) | On January 5, 2023, 152,955 restricted shares were issued pursuant to this plan, having an aggregate value of approximately $3,379,000 and are scheduled to vest in January 2028.
(c) | No additional awards may be granted under such plans.
​ 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 | ​ | 2021 | ​ | 2020 | ​ | 2019 | ​ | 2018 | ​
RSUs granted (a) | ​ | 85,350 | ​ | 80,700 | ​ | 75,026 | ​ | 77,776 | ​ | 76,250 | ​
RSUs vested | ​ | — | ​ | — | ​ | — | ​ | 64,488 | (b) | 73,750 | (c)
RSUs forfeited (d) | ​ | — | ​ | — | ​ | — | ​ | 13,288 | ​ | 2,500 | ​
RSUs outstanding | ​ | 85,350 | ​ | 80,700 | ​ | 75,026 | ​ | — | ​ | — | ​
Vesting Date (e) (f) | ​ | 6/30/2025 | ​ | 6/30/2024 | ​ | 6/30/2023 | ​ | 6/30/2022 | ​ | 6/30/2021 | ​
(a) The shares underlying the RSUs are excluded from the shares shown as outstanding on the balance sheet until they have vested and been issued. (b) Such shares were issued in August 2022. (c) Such shares were issued in August 2021. (d) 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. (e) Generally, the recipient must maintain a relationship with the Company during the applicable three-year performance cycle. (f) 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 to the extent the Compensation Committee determines that the Metrics with respect to the vesting of such shares have been satisfied. NOTE 12—STOCKHOLDERS’ EQUITY (CONTINUED) The specific metrics and other material terms and conditions of the RSUs are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Performance Criteria (a)
Year RSU Granted | ​ | Metric | ​ | Weight | ​ | Minimum | ​ | Maximum
2018 - 2020 (b) | ​ | ROC Metric (c) | ​ | 50% | ​ | Average annual of at least 7.0% | ​ | Average annual of at least 9.75%
​ | ​ | TSR Metric (d) | ​ | 50% | ​ | Average annual of at least 7.0% | ​ | Average annual of at least 12.0%
2021 - 2022 (e) (f) | ​ | ROC Metric (c) | ​ | 50% | ​ | Average annual of at least 6.0% | ​ | Average annual of at least 8.75%
​ | ​ | TSR Metric (d) | ​ | 50% | ​ | Average annual of at least 6.0% | ​ | Average annual of at least 11.0%
(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. For ROC Awards, the Company does not recognize expense when performance conditions are not expected to be met; such performance assumptions are reevaluated quarterly. (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. For these TSR awards, the per unit or share fair value was estimated using the following assumptions:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
TSR Award Year |  | Expected Life (yrs) |  | Dividend Rate |  | Risk-Free Interest Rate |  | Expected Price Volatility (1) |
2022 |  | 3 |  | 7.10% | ​ | 1.58% - 3.33% | ​ | 29.37% - 39.87% | ​
2021 |  | 3 |  | 5.91% | ​ | 0.03% - 0.35% | ​ | 26.74% - 41.53% | ​
2020 |  | 3 |  | 10.40% | ​ | 0.10% - 0.18% | ​ | 51.24% - 77.92% | ​
| (1) | Calculated based on the historical and implied volatility.
(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 $48,000 and $162,000, respectively, based on the number of shares that would have been issued, underlying such RSUs, using performance and market assumptions determined as of December 31, 2022. ​ As of December 31, 2022, based on performance and market assumptions, the fair value of the RSUs granted in 2022, 2021 and 2020 is $1,420,000, $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 cycle. None of these RSUs were forfeited or vested during the year ended December 31, 2022. NOTE 12—STOCKHOLDERS’ EQUITY (CONTINUED) ​ The following is a summary of the activity of the equity incentive plans: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Year Ended December 31,
​ |  | ​ | 2022 |  | 2021 |  | 2020
Restricted stock grants: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Number of shares | ​ | ​ | ​ | 153,575 | ​ | ​ | 151,500 | ​ | ​ | 149,550
Average per share grant price | ​ | ​ | $ | 33.75 | ​ | $ | 20.34 | ​ | $ | 28.10
Deferred compensation to be recognized over vesting period | ​ | ​ | $ | 5,183,000 | ​ | $ | 3,082,000 | ​ | $ | 4,202,000
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Number of non-vested shares: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-vested beginning of the year | ​ | ​ | ​ | 706,450 | ​ | ​ | 701,675 | ​ | ​ | 674,250
Grants | ​ | ​ |  | 153,575 | ​ |  | 151,500 | ​ |  | 149,550
Vested during the year | ​ | ​ |  | (146,900) | ​ |  | (145,725) | ​ |  | (122,125)
Forfeitures | ​ | ​ |  | (750) | ​ |  | (1,000) | ​ |  | —
Non-vested end of the year | ​ | ​ |  | 712,375 | ​ |  | 706,450 | ​ |  | 701,675
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
RSU grants: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Number of underlying shares | ​ | ​ | ​ | 85,350 | ​ | ​ | 80,700 | ​ | ​ | 75,026
Average per share grant price | ​ | ​ | $ | 26.44 | ​ | $ | 30.46 | ​ | $ | 17.31
Deferred compensation to be recognized over vesting period | ​ | ​ | $ | 1,420,000 | ​ | $ | 1,808,000 | ​ | $ | 850,000
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Number of non-vested shares: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-vested beginning of the year | ​ | ​ | ​ | 230,752 | ​ | ​ | 223,802 | ​ | ​ | 225,026
Grants | ​ | ​ | ​ | 85,350 | ​ | ​ | 80,700 | ​ | ​ | 75,026
Vested during the year | ​ | ​ | ​ | (64,488) | ​ | ​ | (73,750) | ​ | ​ | (24,343)
Forfeitures | ​ | ​ | ​ | (10,538) | ​ | ​ | — | ​ | ​ | (51,907)
Non-vested end of the year | ​ | ​ | ​ | 241,076 | ​ | ​ | 230,752 | ​ | ​ | 223,802
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Restricted stock and RSU grants (based on grant price): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average per share value of non-vested shares | ​ | ​ | $ | 26.26 | ​ | $ | 25.04 | ​ | $ | 24.98
Value of stock vested during the year | ​ | ​ | $ | 5,535,000 | ​ | $ | 5,165,000 | ​ | $ | 3,589,000
Weighted average per share value of shares forfeited during the year | ​ | ​ | $ | 29.12 | ​ | $ | 24.62 | ​ | $ | 24.03
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total charge to operations: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Outstanding restricted stock grants | ​ | ​ | $ | 4,057,000 | ​ | $ | 3,734,000 | ​ | $ | 3,529,000
Outstanding RSUs | ​ | ​ | ​ | 1,450,000 | ​ | ​ | 1,699,000 | ​ | ​ | 1,157,000
Total charge to operations | ​ | ​ | $ | 5,507,000 | ​ | $ | 5,433,000 | ​ | $ | 4,686,000
​ As of December 31, 2022, total compensation costs of $8,239,000 and $2,301,000 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 vesting period is 2.1 years for the restricted stock and 1.5 years for the RSUs.

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