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STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2023:

​

​	​	​	​	​	​	​
​	​	2022	​	2019	​	2016
​		Incentive Plan (a)		Incentive Plan (b)		Incentive Plan (b)
Restricted stock	​	149,335	​	426,625	​	136,600
RSUs	​	168,490	​	79,622	​	—
Totals	​	317,825	​	506,247	​	136,600

(a) On January 12, 2024, 151,180 restricted shares were issued pursuant to this plan, having an aggregate value of approximately $3,265,000 and are scheduled to vest in January 2029.

(b) 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 that were outstanding during the year ended December 31, 2023:

​

​	​	​	​	​	​	​	​	​	​	​	​
​		2023	​	2022	​	2021	​	2020	​	2019	​
RSUs granted (a)	​	85,250	​	85,350	​	80,700	​	75,026	​	77,776	​
RSUs vested	​	—	​	—	​	—	​	74,988	(b)	64,488	(c)
RSUs forfeited	​	—	​	2,110	(d)	1,078	(d)	38	(d)	13,288	(e)
RSUs outstanding	​	85,250	​	83,240	​	79,622	​	—	​	—	​
Vesting Date (f) (g)	​	6/30/2026	​	6/30/2025	​	6/30/2024	​	6/30/2023	​	6/30/2022	​

(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 2023.

(c) Such shares were issued in August 2022.

(d) Such shares were forfeited due to the retirement of a recipient before the completion of the applicable three-year performance cycle.

(e) Of the shares forfeited from the 2019 grant, 10,538 shares were not earned in 2022 because the applicable market condition was only partially satisfied and the remaining 2,750 shares were forfeited in 2019.

(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 to the extent the Compensation Committee determines that the Metrics with respect to the vesting of such shares have been satisfied.

NOTE 11 — 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
2019 - 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 were 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 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)
2023		3		8.72%	​	4.42% - 5.28%	​	28.69% - 30.05%	​
2022		3		7.10%	​	1.58% - 3.33%	​	29.37% - 39.87%	​
2021		3		5.91%	​	0.03% - 0.35%	​	26.74% - 41.53%	​

(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) As of December 31, 2023 and 2022, the Company accrued an aggregate of $450,000 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 as of such dates.

​

Schedule of equity incentive plans

The following is a summary of the activity of the equity incentive plans:

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​	2023			2022			2021
Restricted stock grants:	​	​	​	​	​	​	​	​	​
Number of shares	​	​	152,955	​	​	153,575	​	​	151,500
Average per share grant price	​	$	22.09	​	$	33.75	​	$	20.34
Deferred compensation to be recognized over vesting period	​	$	3,379,000	​	$	5,183,000	​	$	3,082,000
​	​	​	​	​	​	​	​	​	​
Number of non-vested shares:	​	​	​	​	​	​	​	​	​
Non-vested beginning of the year	​	​	712,375	​	​	706,450	​	​	701,675
Grants	​		152,955	​	​	153,575	​		151,500
Vested during the year	​		(152,300)	​	​	(146,900)	​		(145,725)
Forfeitures	​		(470)	​	​	(750)	​		(1,000)
Non-vested end of the year	​		712,560	​		712,375	​		706,450
​	​	​	​	​	​	​	​	​	​
RSU grants:	​	​	​	​	​	​	​	​	​
Number of underlying shares	​	​	85,250	​	​	85,350	​	​	80,700
Average per share grant price	​	$	20.32	​	$	26.44	​	$	30.46
Deferred compensation to be recognized over vesting period	​	$	958,000	​	$	1,420,000	​	$	1,808,000
​	​	​	​	​	​	​	​	​	​
Number of non-vested shares:	​	​	​	​	​	​	​	​	​
Non-vested beginning of the year	​	​	241,076	​	​	230,752	​	​	223,802
Grants	​	​	85,250	​	​	85,350	​	​	80,700
Vested during the year	​	​	(74,988)	​	​	(64,488)	​	​	(73,750)
Forfeitures	​	​	(3,226)	​	​	(10,538)	​	​	—
Non-vested end of the year	​	​	248,112	​	​	241,076	​	​	230,752
​	​	​	​	​	​	​	​	​	​
Restricted stock and RSU grants (based on grant price):	​	​	​	​	​	​	​	​	​
Weighted average per share value of non-vested shares	​	$	25.90	​	$	26.26	​	$	25.04
Value of stock vested during the year	​	$	5,165,000	​	$	5,535,000	​	$	5,165,000
Weighted average per share value of shares forfeited during the year	​	$	27.52	​	$	29.12	​	$	24.62
​	​	​	​	​	​	​	​	​	​
Total charge to operations:	​	​	​	​	​	​	​	​	​
Outstanding restricted stock grants	​	$	3,979,000	​	$	4,057,000	​	$	3,734,000
Outstanding RSUs	​	​	1,388,000	​	​	1,450,000	​	​	1,699,000
Total charge to operations	​	$	5,367,000	​	$	5,507,000	​	$	5,433,000

​

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