Shareholders' Equity and Share-Based Compensation (Notes)

12 Months Ended

Dec. 31, 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 December 31, 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. The terms of the Series C Preferred Stock state that upon April 15, 2025 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 3-month LIBOR plus a spread of 5.461%. However, because 3-month LIBOR will cease to be a published rate as of June 30, 2023, the fallback provision provided in the terms of the Series C Preferred Stock will allow for the Company to appoint a third-party independent financial institution of national

standing to select an industry accepted alternative base rate. The Company paid its regular quarterly dividend of $0.43125 per share of Series C Preferred Stock on January 17, 2022 to shareholders of record as of January 1, 2022.

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 year ended December 31, 2021.

Common Stock. During the year months ended December 31, 2021, the Company issued 5,784,947 shares of its common stock through its ATM program at an aggregate value of $108,980, net of $1,380 in broker commissions and fees, of which 730,499 shares were issued during the fourth quarter of 2021 at an aggregate value of $12,780, net of $162 in broker commissions and fees.

Share-Based Compensation. Total share-based compensation expense recognized by the Company for the year ended December 31, 2021 was $2,516 compared to $1,823 and $1,205 for the years ended December 31, 2020 and December 31, 2019, respectively. The following tables present a rollforward of share-based awards for the periods indicated:


	Year Ended
	December 31, 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	$	19.40

	Year Ended
	December 31, 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	(77,113)	17.94		—	—		—	—
Forfeited	(632)	17.10		—	—		—	—
Awards outstanding, end of period	281,761	$	14.74	—	$	—	—	$	—


	Year Ended
	December 31, 2019
	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	113,904	$	19.19	—	$	—	—	$	—
Granted	68,004	18.09		—	—		—	—
Vested	(62,695)	19.20		—	—		—	—
Awards outstanding, end of period	119,213	$	18.56	—	$	—	—	$	—

The number of RSUs that may potentially vest 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. The number of PSUs that may potentially vest will range from 0% to 200% based on the achievement of the performance goals defined in the grant award. As of December 31, 2021, the Company expects 100% of the 110,040 PSUs will vest on December 31, 2023.

The following table discloses the grant date fair value of the Company’s remaining unvested awards as of December 31, 2021, which will be amortized into compensation expense over the period disclosed:


	December 31, 2021
	Remaining Compensation Cost		WAVG Period of Recognition (in Years)
Restricted stock	$	1,712	1.3
RSUs	841		2.3
PSUs	1,622		2.0
Total	$	4,175	1.7