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EQUITY
12 Months Ended
Dec. 31, 2015
EQUITY  
EQUITY

 

NOTE 7: EQUITY

Share Repurchases

        On June 1, 2012, our Board authorized the repurchase, through December 31, 2013, of up to an aggregate of $35.0 million of our outstanding shares of common stock (the "2012 Program"). During the year ended December 31, 2013, we purchased 1,768,296 shares of common stock under the 2012 Program for $22.9 million, at an average cost of $12.94 per share.

        On November 6, 2013, the board of directors of Epiq (the "Board") authorized the repurchase, on or prior to December 31, 2015, of our outstanding shares of common stock up to an aggregate of $35.0 million (the "2014 Share Repurchase Program"). There were no repurchases of shares of common stock under the 2014 Share Repurchase Program. The 2014 Share Repurchase Program expired on December 31, 2015.

        We have a policy that requires us to repurchase shares of our common stock to satisfy employee tax withholding obligations upon the vesting of restricted stock awards or the exercise of stock options and, at the participant's election, shares of common stock surrendered to us for satisfaction of the exercise price of stock options. During the years ended December 31, 2015, 2014 and 2013, we repurchased 230,021 shares of common stock for $4.2 million, 276,032 shares of common stock for $4.0 million, and 471,248 shares of common stock for $6.5 million, respectively, related to employee tax withholding obligations. Additionally, during the years ended December 31, 2015, 2014, and 2013, shares of common stock surrendered to us to satisfy the exercise price of stock options were 73,442 shares, 47,058 shares and 1,143,119 shares, respectively.

Dividends

        Our Board declared quarterly cash dividends of $0.09 per common share in each of the four quarters of 2015, 2014 and 2013, and representing $13.5 million, $13.0 million and $12.8 million, respectively, in total dividends. Total dividends paid during 2015, 2014, and 2013 were $13.2 million, $12.8 million and $12.9 million, respectively.

        Dividends payable were approximately $3.6 million and $3.4 million at December 31, 2015 and 2014, respectively. On February 16, 2016, we paid $3.3 million of dividends to holders of our common stock. The remaining accrued dividends payable of $0.3 million is related to forfeitable dividends that are being withheld on restricted stock awards until the award vests.

        On February 25, 2016, the Board declared a cash dividend of $0.09 per outstanding share of common stock payable on May 2, 2016 to shareholders of record as of the close of business on April 4, 2016.

        Under our Credit Agreement, our ability to pay dividends and repurchase securities from equity holders is limited by a requirement that such payments are not to exceed, in the aggregate, 50% of consolidated adjusted net income (as defined in the Credit Agreement), on a cumulative basis for all quarterly periods from the closing date of the Credit Facility and ending prior to the date of payment of dividends or repurchase of our common stock. Further, we are unable to declare and pay dividends or repurchase securities from equity holders if our net leverage ratio (as defined in the Credit Agreement) on a pro forma basis would exceed 4.25 to 1.0.

Accumulated Other Comprehensive Loss

        The following table summarizes the components of Accumulated other comprehensive loss (in thousands):

                                                                                                                                                                                    

 

 

Year Ended December 31,

 

 

 

2015

 

2014

 

2013

 

Foreign currency translation adjustments

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(2,952

)

$

(541

)

$

(1,432

)

Other comprehensive income (loss), net of tax

 

 

(2,209

)

 

(2,411

)

 

891

 

​  

​  

​  

​  

​  

​  

Balance at end of period

 

$

(5,161

)

$

(2,952

)

$

(541

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Unrealized loss on cash flow hedges

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(1,410

)

$

 

$

 

Other comprehensive loss, net of tax

 

 

(1,405

)

 

(1,410

)

 

 

Reclassification adjustments, net of tax

 

 

27

 

 

 

 

 

​  

​  

​  

​  

​  

​  

Balance at end of period

 

$

(2,788

)

$

(1,410

)

$

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Shareholder Rights Agreement and Rights Dividend

        On September 18, 2014, we entered into a Rights Agreement (the "Rights Agreement") pursuant to which the Board declared a dividend of one preferred stock purchase right (a "Right") for each outstanding share of our common stock. On July 7, 2015, all Rights issued under the Rights Agreement expired and are no longer outstanding.