Shareholders' Equity and Share-Based Compensation (Notes)

9 Months Ended

Sep. 30, 2019

Shareholders' Equity and Share-based Compensation

SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

Preferred Stock. The Company's articles of incorporation authorize the issuance of up to 50,000,000 shares of preferred stock, par value $0.01 per share, of which the Company’s Board of Directors has designated 8,000,000 shares of 8.50% Series A Preferred Stock and 7,000,000 shares of 7.625% Series B Preferred Stock, (the “Series A Preferred Stock” and the “Series B Preferred Stock” or collectively, the “Preferred Stock”). The Company had 2,300,000 shares of its Series A Preferred Stock and 4,488,330 shares of its Series B Preferred Stock issued and outstanding as of September 30, 2019 compared to 2,300,000 shares of Series A Preferred Stock and 3,654,594 shares of Series B Preferred Stock as of December 31, 2018.

The Preferred Stock has no maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased or converted into common stock pursuant to the terms of the Preferred Stock. The Company's Preferred Stock may be redeemed in whole, or in part, at any time and from time to time at the Company's option at a cash redemption price of $25.00 per share plus any accumulated and unpaid dividends. Because the Preferred Stock is redeemable only at the option of the issuer, it is classified as equity on the Company’s consolidated balance sheet. The Series A Preferred Stock pays a cumulative cash dividend equivalent to 8.50% of the $25.00 liquidation preference per share each year and the Series B Preferred Stock pays a cumulative cash dividend equivalent to 7.625% of the $25.00 liquidation preference per share each year. The Company paid its regular quarterly dividends of $0.053125 and $0.4765625 on its Series A and Series B Preferred Stock, respectively, for the third quarter on October 15, 2019 to shareholders of record as of October 1, 2019.

Common Stock. On June 20, 2019, the Company’s Board of Directors effected a 1-for-3 reverse stock split of its common stock whereby every three common shares issued and outstanding as of the close of market on that date were converted into one common share. As a result, the number of common shares outstanding was reduced by 49,210,493, including fractional shares redeemed for cash in lieu of shares. All references to common shares, per common share amounts, and restricted stock have been restated to reflect the effect of the reverse stock split for all periods presented. In addition, the number of authorized shares of the Company’s common stock was also reduced from 200 million to 90 million. The par value of each share of common stock remained unchanged.

The following table summarizes information regarding monthly dividend declarations on the Company’s common stock for the first nine months of 2019:



	Nine Months Ended
	September 30, 2019
Declaration Date	Amount Declared⁽¹⁾		Record Date	Payment Date
January 7, 2019	$	0.18	January 18, 2019	January 31, 2019
January 28, 2019	0.18		February 14, 2019	February 28, 2019
March 12, 2019	0.18		March 22, 2019	April 1, 2019
April 10, 2019	0.18		April 22, 2019	May 1, 2019
May 16, 2019	0.18		May 28, 2019	June 7, 2019
June 6, 2019	0.18		June 26, 2019	July 3, 2019
July 8, 2019	0.18		July 22, 2019	August 1, 2019
August 12, 2019	0.15		August 22, 2019	September 3, 2019
September 11, 2019	0.15		September 23, 2019	October 1, 2019


(1)	Amounts declared have been adjusted to reflect the effect of the 1-for-3 reverse stock split.

Stock and Incentive Plans. The Company’s 2018 Stock and Incentive Plan, which replaced the Company’s 2009 Stock and Incentive Plan (the “2009 Plan”), reserves for issuance up to 1,000,000 common shares for eligible employees, non-employee directors, consultants, and advisors to the Company to be granted in the form of stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance units, and performance cash awards. Total stock-based compensation expense recognized by the Company for the three and nine months ended September 30, 2019 was $306 and $899, respectively compared to $301 and $930 for the three and nine months ended September 30, 2018, respectively. The following table presents a rollforward of the restricted stock activity for the periods indicated:



	Nine Months Ended
	September 30,
	2019				2018
	Shares ⁽¹⁾		Weighted Average Grant Date Fair Value Per Share ⁽¹⁾		Shares ⁽¹⁾		Weighted Average Grant Date Fair Value Per Share ⁽¹⁾
Restricted stock outstanding as of beginning of period ⁽²⁾	113,904		$	19.19	117,701		$	21.02
Restricted stock granted	67,997		18.09		71,051		18.95
Restricted stock vested ⁽²⁾	(62,688	)	19.20		(74,849	)	21.85
Restricted stock outstanding as of end of period ⁽²⁾	119,213		$	18.56	113,904		$	19.19


(1)	Amounts have been adjusted to reflect the effect of the 1-for-3 reverse stock split.


(2)	Amounts include awards previously granted under the 2009 Plan which will remain outstanding in accordance with their terms. The Company is no longer granting new equity awards under the 2009 Plan.

As of September 30, 2019, the grant date fair value of the Company’s remaining nonvested restricted stock is $1,564 which will be amortized into compensation expense over a weighted average period of 1.8 years.