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STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2023

STOCKHOLDERS' EQUITY

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, 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.

Summary of RSU activity and other material terms and conditions

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.

Schedule of equity incentive 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