XML 30 R20.htm IDEA: XBRL DOCUMENT
v3.23.3

STOCKHOLDERS' EQUITY | 9 Months Ended
--- | ---
Sep. 30, 2023
STOCKHOLDERS' EQUITY |
STOCKHOLDERS' EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY ​ 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, 2023: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2022 | ​ | 2019 | ​ | 2016
​ |  | Incentive Plan |  | Incentive Plan (a) |  | Incentive Plan (a)
Restricted stock | ​ | 149,335 | ​ | 426,675 | ​ | 136,650
RSUs | ​ | 170,600 | ​ | 80,700 | ​ | —
Totals | ​ | 319,935 | ​ | 507,375 | ​ | 136,650
(a) | 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 during the indicated years: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2023 (a) | ​ | 2022 | ​ | 2021 | ​ | 2020 | ​
RSUs granted (b) | ​ | 85,250 | ​ | 85,350 | ​ | 80,700 | ​ | 75,026 | ​
RSUs vested | ​ | — | ​ | — | ​ | — | ​ | 74,988 | (c)
RSUs forfeited | ​ | — | ​ | — | ​ | — | ​ | 38 | (d)
RSUs outstanding | ​ | 85,250 | ​ | 85,350 | ​ | 80,700 | ​ | — | ​
Vesting Date (e) (f) | ​ | 6/30/2026 | ​ | 6/30/2025 | ​ | 6/30/2024 | ​ | 6/30/2023 | ​
(a) | These shares were granted in July 2023.
(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 2023.
(d) | Such shares were forfeited due to the retirement of a plan participant prior to the end of the performance period.
(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.
​ 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
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 - 2023 (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 re-evaluated 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, which is recognized ratably over the three-year service period. For the 2023 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 8.72%, a risk-free interest rate of 4.42% - 5.28% and an expected volatility of 28.69% - 30.05%.
(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) | As of September 30, 2023 and December 31, 2022, the Company accrued an aggregate of $385,000 and $210,000 of dividend equivalents, respectively, for the 2023, 2022 and 2021 RSUs based on the number of shares that would have been issued, underlying such RSUs, using performance and market assumptions determined at such dates.
NOTE 11 – STOCKHOLDERS’ EQUITY (CONTINUED) ​ As of September 30, 2023, based on performance and market assumptions, the fair value of the RSUs granted in 2023, 2022 and 2021 is $979,000, $1,400,000 and $1,822,000, respectively. Recognition of such deferred compensation will be charged to General and administrative expense over the respective three-year performance cycles. ​ The following is a summary of the activity of the Plans: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | September 30, | ​ | September 30,
​ |  | 2023 |  | 2022 |  | 2023 |  | 2022
Restricted stock grants: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Number of shares | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 152,955 | ​ | ​ | 153,575
Average per share grant price | ​ | $ | — | ​ | $ | — | ​ | $ | 22.09 | ​ | $ | 33.75
Deferred compensation to be recognized over vesting period | ​ | $ | — | ​ | $ | — | ​ | $ | 3,379,000 | ​ | $ | 5,183,000
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Number of non-vested shares: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-vested beginning of the period | ​ | ​ | 712,920 | ​ | ​ | 712,375 | ​ | ​ | 712,375 | ​ | ​ | 706,450
Grants | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 152,955 | ​ | ​ | 153,575
Vested during the period | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (152,300) | ​ | ​ | (146,900)
Forfeitures | ​ | ​ | (260) | ​ | ​ | — | ​ | ​ | (370) | ​ | ​ | (750)
Non-vested end of the period | ​ | ​ | 712,660 | ​ | ​ | 712,375 | ​ | ​ | 712,660 | ​ | ​ | 712,375
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
RSU grants: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Number of underlying shares | ​ | ​ | 85,250 | ​ | ​ | 85,350 | ​ | ​ | 85,250 | ​ | ​ | 85,350
Average per share grant price | ​ | $ | 20.32 | ​ | $ | 26.44 | ​ | $ | 20.32 | ​ | $ | 26.44
Deferred compensation to be recognized over vesting period | ​ | $ | 979,000 | ​ | $ | 1,352,000 | ​ | $ | 979,000 | ​ | $ | 1,352,000
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Number of non-vested shares: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-vested beginning of the period | ​ | ​ | 166,050 | ​ | ​ | 155,726 | ​ | ​ | 241,076 | ​ | ​ | 230,752
Grants | ​ | ​ | 85,250 | ​ | ​ | 85,350 | ​ | ​ | 85,250 | ​ | ​ | 85,350
Vested during the period | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (74,988) | ​ | ​ | (64,488)
Forfeitures | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (38) | ​ | ​ | (10,538)
Non-vested end of the period | ​ | ​ | 251,300 | ​ | ​ | 241,076 | ​ | ​ | 251,300 | ​ | ​ | 241,076
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Restricted stock and RSU grants (based on grant price): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average per share value of non-vested shares | ​ | $ | 25.91 | ​ | $ | 26.26 | ​ | $ | 25.91 | ​ | $ | 26.26
Value of stock vested during the period | ​ | $ | — | ​ | $ | — | ​ | $ | 5,165,000 | ​ | $ | 5,535,000
Weighted average per share value of shares forfeited during the period | ​ | $ | 25.85 | ​ | $ | — | ​ | $ | 25.47 | ​ | $ | 29.12
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total charge to operations: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Outstanding restricted stock grants | ​ | $ | 923,000 | ​ | $ | 951,000 | ​ | $ | 3,051,000 | ​ | $ | 3,106,000
Outstanding RSUs | ​ | ​ | 288,000 | ​ | ​ | 355,000 | ​ | ​ | 1,052,000 | ​ | ​ | 1,084,000
Total charge to operations | ​ | $ | 1,211,000 | ​ | $ | 1,306,000 | ​ | $ | 4,103,000 | ​ | $ | 4,190,000
​ As of September 30, 2023, total compensation costs of $8,557,000 and $2,184,000 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. The Company recognizes the effect of forfeitures on restricted stock awards and RSUs when they occur, and previously recognized compensation expense is reversed in the period the grant or unit is forfeited. NOTE 11 – STOCKHOLDERS’ EQUITY (CONTINUED) ​ Common Stock Dividend ​ On September 20, 2023, the Board of Directors declared a quarterly cash dividend of $0.45 per share on the Company’s common stock, totaling approximately $9,505,000, payable to stockholders of record at the close of business on October 3, 2023. The quarterly dividend was paid on October 11, 2023; $8,072,000 was paid in cash and the balance of such dividend payment was satisfied through the issuance of 78,000 shares under the Company’s dividend reinvestment plan. ​ 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 sole discretion, of up to 5% from the market price (as such price is calculated pursuant to the DRP). The discount is currently being offered at 3%. Under the DRP, the Company issued approximately 56,000 and 155,000 shares of common stock during the three and nine months ended September 30, 2023, respectively, and 40,000 and 51,000 shares of common stock during the three and nine months ended September 30, 2022, respectively. Stock Repurchase Program Pursuant to a stock repurchase plan entered into in 2022, as amended (the “2022 Repurchase Plan”), the Board of Directors authorized the repurchase of up to $7,720,000 of shares of the Company’s common stock in open-market, through privately negotiated transactions or otherwise. During the three and nine months ended September 30, 2023, the Company repurchased approximately 262,000 and 335,000 shares of common stock, for $5,144,000 and $6,599,000, net of commissions of $16,000 and $20,000, respectively. During the three and nine months ended September 30, 2022, the Company repurchased approximately 75,000 and 208,000 shares of common stock, for $1,822,000 and $5,214,000, net of commissions of $5,000 and $12,000, respectively. In October 2023, the Company repurchased, pursuant to the 2022 Repurchase Plan, approximately 62,000 shares of common stock, for $1,122,000, net of commissions of $4,000. No more shares may be repurchased pursuant to the 2022 Repurchase Plan. ​ In October 2023, the Board of Directors approved a new share repurchase plan (the “2023 Repurchase Plan”) authorizing the repurchase of up to $10,000,000 of shares of the Company’s common stock in open-market, through privately negotiated transactions or otherwise. In October 2023, pursuant to the 2023 Repurchase Plan, the Company repurchased approximately 71,000 shares of common stock, for $1,345,000, net of commissions of $4,000. After giving effect to such repurchases, the Company is authorized to repurchase approximately $8,655,000 of shares of common stock pursuant to the 2023 Repurchase Plan.

X
- 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 -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent + Details
Name: | us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_StockholdersEquityNoteAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration