Note 11 - Stockholders' Equity

12 Months Ended

Dec. 31, 2016

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

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1

) STOCKHOLDERS’ EQUITY

Common Stock

We are authorized by our Certificate of Incorporation, as amended, to issue

two

classes of common stock: Class 

A and Class 

B, and authorized

60

 

million of shares of each class of common stock.  Class 

A shares contain restrictions that, among other things, limit the maximum permitted percentage of outstanding shares of Class 

A common stock that

may

be owned or controlled in the aggregate by non-U.S. citizens to a maximum of

22

 

percent, collectively, or the Maritime Restrictions. Any purported transfer that would result in more than

22

 

percent of the outstanding shares of Class 

A common stock being owned (of record or beneficially) or controlled by non-U.S. citizens will be void and ineffective. In the event such transfers are unable to be voided, shares in excess of the maximum permitted percentage are subject to automatic sale by a trustee appointed by us or, if such sale is ineffective, redemption by us. In any event such non-U.S. citizen will not be entitled to any voting, dividend or distribution rights with respect to the excess shares and

may

be required to disgorge any profits, dividends or distributions received with respect to the excess shares. The Class 

B shares do not have the Maritime Restrictions noted above.  Initially, the shares of Class 

B common stock

may

only be issued upon conversion of all of the outstanding and treasury shares of our Class 

A common stock into shares of Class 

B common stock automatically following a determination by our Board of Directors that either the U.S. ownership requirements of the applicable U.S. maritime and vessel documentation laws are no longer applicable to us (or have been amended so that the Maritime Restrictions are no longer necessary) or that the elimination of such restrictions is in the best interests of our stockholders. Upon conversion of the outstanding and treasury shares of Class 

A common stock into outstanding or treasury shares of Class 

B common stock, as the case

may

be, such shares of Class 

A common stock will be canceled, will no longer be outstanding and will not be reissued. There are currently no shares of Class 

B common stock outstanding.

Common Stock Issuances

During

2016,

165,849

shares were issued, generating approximately

$0.4

million in proceeds. The provisions of the ESPP are described above in Note 

9

in more detail. During

2015,

101,179

shares were issued through the ESPP, generating approximately

$0.7

million in proceeds.

A total of

1,000,485

and

564,205

restricted shares of our Class A common stock were granted to certain officers and key employees in

2016

and

2015,

respectively, pursuant to our

2014

plan described above in Note 

9

, with an aggregate market value of

$3.5

million and

$7.4

 

million, respectively, on the grant dates.

Preferred Stock

We are authorized by our Certificate of Incorporation, as amended, to issue up to

2,000,000

shares of preferred stock,

$.01

par value per share.

No

such shares have been issued.

Stock Repurchases

In

December

2012,

our Board of Directors (or Board) approved a stock repurchase program for up to a total of

$100.0

million of our issued and outstanding Class A common stock. Under the program, repurchases can be made from time to time using a variety of methods, which

may

include open market purchases or purchases through a Rule

10b5

-

1

trading plan, or in privately negotiated transactions, all in accordance with SEC and other applicable legal requirements. In late

2012

and early

2013,

we repurchased

373,619

shares of our Class A common stock for

$13.3

million. In

2014,

we repurchased

1,883,648

shares of our Class A common stock for

$57.7

million.

We did

not

repurchase any of our Class A common stock in

2015

or

2016.

Although we did not repurchase any of our Class A common stock pursuant to the stock repurchase program in

2016,

we acquired some shares of our Class A common stock in satisfaction of tax withholding obligations in connection with certain payouts under our Deferred Compensation Plan. See “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Issuer Repurchases of Equity Securities” included in Part II, Item

5.

We were limited under the terms of our Multicurrency Facility Agreement and are limited under our Norwegian Facility Agreement in our ability to make certain payments beyond permitted amounts for share repurchases.

Dividends

Our dividend policy is reviewed by the Board at such times as it deems appropriate in light of operating conditions, dividend restrictions of subsidiaries and investors or lenders, financial requirements, general business conditions and other factors it considers relevant. In each quarter of

2014,

we paid a quarterly cash dividend of

$0.25

per share of our Class A common stock. In

February

2015,

the Board suspended dividend payments indefinitely.

The Board declared

no

dividends for the years ended

December

 

31,

2016

or

2015.

Pursuant to the terms of the indenture governing our Senior Notes, as further described in Note 

6,

we

may

be restricted from declaring or paying any future dividends. In addition, we were limited under the terms of our Multicurrency Facility Agreement and are limited under our Norwegian Facility Agreement in our ability to make certain payments beyond permitted amounts for dividends, acquisitions or share repurchases.