Shareholders' Equity and Share-Based Compensation (Notes)

9 Months Ended

Sep. 30, 2021

Shareholders' Equity and Share-based Compensation

SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

Preferred Stock. The Company’s Board of Directors has designated 6,600,000 shares of the Company’s preferred stock for issuance as Series C Preferred Stock, of which the Company has 4,460,000 of such shares outstanding as of September 30, 2021. The Series C Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and will remain outstanding indefinitely unless redeemed or otherwise repurchased or converted into common stock pursuant to the terms of the Series C Preferred Stock. Except under certain limited circumstances described in Article IIIC of the Company’s Restated Articles of Incorporation, the Company may not redeem the Series C Preferred Stock prior to April 15, 2025. On or after that date, the Series C Preferred Stock may be redeemed 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 Series C 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 C Preferred stock pays a cumulative cash dividend equivalent to 6.900% of the $25.00 liquidation preference per share each year until April 15, 2025 upon which date and thereafter, the Company will pay cumulative cash dividends at a percentage of the $25.00 liquidation value per share equal to an annual floating rate of three-month LIBOR plus a spread of 5.461%. The Company paid its regular quarterly dividend of $0.43125 per share of Series C Preferred Stock on October 15, 2021 to shareholders of record as of October 1, 2021.

During the first quarter of 2021, the Company redeemed the remaining 2,788,330 outstanding shares of its 7.625% Series B Cumulative Redeemable Preferred Stock at an aggregate redemption price of approximately $25.15 per share, which included accumulated and unpaid dividends declared as of the redemption date February 15, 2021. The excess of the $25.00 liquidation price per share over the carrying value of the preferred stock redeemed resulted in a charge of $(2,987) to net income to common shareholders for the nine months ended September 30, 2021.

Common Stock. During the three months ended September 30, 2021, the Company issued 1,590,740 shares of its common stock through its ATM offering (“ATM”) program at an aggregate value of $27,898, net of $353 in broker commissions and fees.

Share-Based Compensation. The Company did not grant any stock awards during the three months ended September 30, 2021. Total share-based compensation expense recognized by the Company for the three and nine months ended September 30, 2021 was $760 and $1,755, respectively, compared to $568 and $1,299, respectively, for the three and nine months ended September 30, 2020. The following tables present a rollforward of share-based awards for the periods indicated:


	Nine Months Ended
	September 30, 2021
	Restricted Stock			RSUs			PSUs
	Shares	Weighted Average Grant Date Fair Value Per Share		Shares	Weighted Average Grant Date Fair Value Per Share		Shares	Weighted Average Grant Date Fair Value Per Share
Awards outstanding, beginning of period	281,761	$	14.74	—	$	—	—	$	—
Granted	40,027	19.02		55,019	19.40		110,040	19.40
Vested	(123,984)	15.28		—	—		—	—
Awards outstanding, end of period	197,804	$	15.27	55,019	$	19.40	110,040	$	19.04

	Nine Months Ended
	September 30, 2020
	Restricted Stock			RSUs			PSUs
	Shares	Weighted Average Grant Date Fair Value Per Share		Shares	Weighted Average Grant Date Fair Value Per Share		Shares	Weighted Average Grant Date Fair Value Per Share
Awards outstanding, beginning of period	119,213	$	18.56	—	$	—	—	$	—
Granted	240,293	13.88		—	—		—	—
Vested	(71,431)	18.25		—	—		—	—
Awards outstanding, end of period	288,075	$	14.74	—	$	—	—	$	—

Actual RSUs awarded will range from 0% if the recipient’s time-based vesting condition is not met to 100% if the time-based vesting condition is met. Actual PSUs awarded will range from 0% to 200% based on the achievement of the performance goals defined in the grant award. As of September 30, 2021, the Company expects to award 100% of the 110,040 PSUs outstanding as of September 30, 2021.

The following table discloses the grant date fair value of the Company’s remaining unvested awards as of September 30, 2021, which will be amortized into compensation expense over the period disclosed:


	September 30, 2021
	Remaining Compensation Cost		WAVG Period of Recognition (in Years)
Restricted stock	$	2,172	1.5
RSUs	938		2.4
PSUs	1,825		2.3
Total	$	4,935	1.9