STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of common stock dividend distributions

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.

Summary of shares subject to outstanding awards

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.

Summary of RSU activity and other material terms and conditions

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.

(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.

Schedule of 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.