Stockholders Equity

3 Months Ended

Mar. 31, 2021

Stockholders' Equity

Stockholders' Equity

Note 21. Stockholders’ Equity

Common stock dividends

The following table presents cash dividends declared by our board of directors on our common stock from March 31, 2020 through March 31, 2021:

Declaration Date	Record Date	Payment Date	Dividend per Share
June 15, 2020	June 30, 2020	July 31, 2020	$	0.25
September 16, 2020	September 30, 2020	October 30, 2020	$	0.30
December 14, 2020	December 31, 2020	January 29, 2021	$	0.35
March 1, 2021	March 15, 2021	March 18, 2021	$	0.30
March 24, 2021	April 5, 2021	April 30, 2021	$	0.10

Stock incentive plan

The Company currently maintains the 2012 equity incentive plan (the “2012 Plan”). The 2012 Plan authorizes the Compensation Committee to approve grants of equity-based awards to our officers, directors, and employees of our Manager and its affiliates. The equity incentive plan provides for grants of equity-based awards up to an aggregate of 5% of the shares of the Company’s common stock issued and outstanding from time to time on a fully diluted basis.

The Company’s current policy for issuing shares upon settlement of stock-based incentive awards is to issue new shares. The fair value of the RSUs and RSAs granted, which is determined based upon the stock price on the grant date, is recorded as compensation expense on a straight-line basis over the vesting periods for the awards, with an offsetting increase in stockholders’ equity.

The following table summarizes the Company’s RSU and RSA activity:

	Restricted Stock Awards
(In Thousands, except share data)	Number of Shares	Grant date fair value		Weighted-average grant date fair value (per share)
Outstanding, December 31, 2020	872,079	$	13,737	$	15.75
Granted	185,586		2,379		12.82
Vested	(115,604)		(1,801)		15.58
Canceled	(1,547)		(21)		13.50
Outstanding, March 31, 2021	940,514	$	14,294	$	15.20

For the three months ended March 31, 2021 and 2020, the Company recognized $1.6 million and $1.4 million, respectively of noncash compensation expense related to its stock-based incentive plan in our consolidated statements of income, respectively.

At March 31, 2021 and December 31, 2020, approximately $14.3 million and $13.7 million, respectively of noncash compensation expense related to unvested awards had not yet been charged to net income. These costs are expected to be amortized into compensation expense ratably over the course of the remainder of the respective vesting periods.

Performance-based equity awards

In February 2021, the Company granted to certain key employees 61,895 shares of performance-based equity awards, which are allocated 50% to awards that vest based on absolute total shareholder return (“TSR”) for the three-year forward-looking period ended December 31, 2023 and 50% to awards that vest based on TSR for such three-year forward-looking performance period relative to the performance of a designated peer group. Subject to the absolute and relative TSR achieved during the vesting period, the actual number of shares that the key employees receive at the end of the period may range from 0% to 300% of the target shares granted.

The fair value of the performance-based equity awards granted is recorded as compensation expense and will cliff vest at the end of the vesting period on December 31, 2023, with an offsetting increase in stockholders’ equity.

Preferred stock

The following is a summary of the Company’s preferred stock outstanding at March 31, 2021. In the event of a liquidation or dissolution of the Company, the Company’s then outstanding preferred stock ranks senior to the Company’s common stock with respect to payment of dividends and the distribution of assets.

We classify our Series C Cumulative Convertible Preferred Stock, or Series C Preferred Stock, on our balance sheets using the guidance in ASC 480‑10‑S99. Our Series C Preferred Stock contains certain fundamental change provisions that allow the holder to redeem the preferred stock for cash only if certain events occur, such as a change in control. As redemption under these circumstances is not solely within our control, we have classified our Series C Preferred Stock as temporary equity. We have analyzed whether the conversion features in our Series C Preferred Stock should be bifurcated under the guidance in ASC 815‑10 and have determined that bifurcation is not necessary.

				Preferential Cash Dividends (1)(2)					Carrying Value (in thousands)
Series	Shares Issued and Outstanding (in thousands)	Par Value		Liquidation Preference (3)		Rate per Annum	Annual Dividend (per share)		March 31, 2021
B	1,919	$	0.0001	$	25.00	8.63%	$	2.16	$	47,984
C	780		0.0001		25.00	6.25%		1.56	$	19,494
D	2,010		0.0001		25.00	7.63%		1.91	$	50,257
(1)Holders of shares of the Series B, C and D preferred stock are entitled to receive dividends, when and as authorized by the Company's Board, out of funds legally available for the payment of dividends. Dividends are payable quarterly on the 15th day of January, April, July and October of each year or if not a business day, the next succeeding business day. Any dividend payable on the preferred stock for any partial dividend period will be computed on the basis of a 360- day year consisting of twelve 30-day months. Dividends will be payable in arrears to holders of record as they appear on the Company’s records at the close of business on the last day of each of March, June, September and December, as the case may be, immediately preceding the applicable dividend payment date. (2)The Company declared dividends of $1.0 million, $0.3 million and $1.0 million of its Series B,C and D Cumulative preferred stock during the three months ended March 31, 2021. The dividends are payable on April 15, 2021 to the Preferred Stock Shareholders of record as of the close of business on March 31, 2021. (3)The Company may, at its option, redeem the Series B and D Preferred Stock, in whole or in part, at any time and from time to time, for cash at a redemption price equal to 100% of the liquidation preference of $25.00 per share, plus accrued and unpaid dividends, if any, to the redemption date.