Equity

3 Months Ended

Mar. 31, 2022

Equity Distribution Agreements

On March 18, 2022, the Company entered into separate equity distribution agreements with two sales agents to sell an aggregate sales price of up to $40,000,000 of its common stock from time-to-time in an at-the-market offering. Effective as of March 18, 2022, the Company terminated the equity distribution agreements dated November 26, 2019, as amended March 31, 2021. During the three months ended March 31, 2022, the Company sold 136,279 shares for an aggregate sales price of $3,081,825 before commissions and fees of $44,079. During the three months ended March 31, 2021, the Company did not sell shares.

Common Stock Dividend Distribution

The Company declared a quarterly cash distribution of $0.23 per share, payable on April 7, 2022 to stockholders of record on March 24, 2022.

Stock Based Compensation

The Company's 2020 Incentive Plan (the "2020 Plan") permits the Company to grant: (i) stock options, restricted stock, restricted stock units, performance shares awards and any one or more of the foregoing, for up to a maximum of 1,000,000 shares; and (ii) cash settled dividend equivalent rights in tandem with the grant of restricted stock units and certain performance based awards. As of March 31, 2022, 314,128 shares are available for issuance pursuant to awards under the 2020 Plan.

Restricted Stock Units

In June 2021, the Company issued restricted stock units (the "RSUs") to acquire up to 210,375 shares of common stock pursuant to the 2020 Plan. The RSUs entitled the recipients, subject to continued service through the applicable vesting date (i.e., March 31, 2024) to receive (i) the underlying shares if and to the extent certain performance and/or market conditions are satisfied at the vesting date, and (ii) an amount equal to the cash dividends that would have been paid from the grant date through the vesting date with respect to the shares of common stock underlying the RSUs if, when, and to the extent, the related RSUs vest. The shares underlying the RSUs are not participating securities but are contingently issuable shares.

Expense is recognized over the applicable vesting period on the RSUs which the Company expects to vest. For the three months ended March 31, 2022 and 2021, the Company recorded $250,000 and $37,000, respectively, of compensation expense related to the amortization of unearned compensation with respect to the RSUs. At March 31, 2022 and December 31, 2021, $1,997,000 and $2,248,000 of compensation expense, respectively, has been deferred and will be charged to expense over the remaining vesting period.

Restricted Stock

In January 2022, the Company granted 158,973 shares, of restricted stock pursuant to the 2020 Plan. As of March 31, 2022, an aggregate of 934,342 shares of unvested restricted stock are outstanding pursuant to the 2020 Incentive Plan and the 2018 Incentive Plan (the "2018 Plan"). No additional awards may be granted under the 2018 Plan. The shares of restricted stock vest five years from the date of grant and under specified circumstances, including a change in control, may vest earlier. For financial statement purposes, the restricted stock is not included in the outstanding shares shown on the consolidated balance sheets until they vest, but is included in the earnings per share computation.

For the three months ended March 31, 2022 and 2021, the Company recorded $724,000 and $501,000 respectively, of compensation expense related to the amortization of unearned compensation with respect to the restricted stock awards. At March 31, 2022 and December 31, 2021, $9,986,000 and $7,332,000, respectively, has been deferred as unearned compensation and will be charged to expense over the remaining vesting periods of these restricted stock awards. The weighted average remaining vesting period of these shares of restricted stock is 3.1 years.

Stock Buyback

On September 13, 2021, the Board of Directors approved a new stock repurchase plan authorizing the Company, effective as of October 1, 2021, to repurchase up to $5,000,000 of shares of common stock through December 31, 2023. During the three months ended March 31, 2022, the Company did not repurchase any shares of common stock.

Per Share Data

Basic earnings (loss) per share is determined by dividing net income (loss) applicable to common stockholders for the applicable period by the weighted average number of shares of common stock outstanding during such period. Net income is also allocated to the unvested restricted stock outstanding during each period, as the restricted stock is entitled to receive dividends and is therefore considered a participating security. The RSUs are excluded from the basic earnings per share calculation, as they are not participating securities.

Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock or resulted in the issuance of shares of common stock that share in the earnings of the Company. Diluted earnings per share is determined by dividing net income applicable to common stockholders for the applicable period by the weighted average number of shares of common stock deemed to be outstanding during such period.

In calculating diluted earnings per share, the Company, includes only those shares underlying the RSUs that it anticipates will vest based on management's current estimates. The Company excludes any shares underlying the RSUs from such calculation if their effect would have been anti-dilutive.

The following table provides a reconciliation of the numerator and denominator of earnings per share calculations (amounts in thousands, except per share amounts):


	Three Months Ended March 31,
	2022		2021
Numerator for basic and diluted earnings per share:
Net Income (loss)	$	11,544	$	(3,731)
Deduct net income attributable to non-controlling interests	(36)		(34)
Deduct (earnings) loss allocated to unvested restricted stock	(574)		163
Net income (loss) available for common stockholders: basic and diluted	$	10,934	$	(3,602)

Denominator for basic earnings per share:
Weighted average number of common shares outstanding	17,561,802		17,319,222
Effect of dilutive securities:
RSUs	92,547		—		(1)
Denominator for diluted earnings per share:
Weighted average number of shares	17,654,349		17,319,222

Earnings (loss) per common share, basic	$	0.62	$	(0.22)
Earnings (loss) per common share, diluted	$	0.62	$	(0.22)

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(1) Excludes the shares underlying RSU's as their effect would have been anti-dilutive.