Shareholders' Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Shareholders' Equity

16. Shareholders’ Equity

2019 Share Repurchase Program

On May 22, 2019, our Board of Directors authorized and approved a share repurchase program of up to $30.0 million. The repurchases may be made in open-market or private transactions from time to time. Repurchases of shares may be made under a Rule 10b5-1 plan, which would permit repurchases when the Company might otherwise be precluded from doing so under applicable laws. The Company bases repurchase decisions, including the timing of repurchases, on factors such as the Company’s stock price, general economic and market conditions, the potential impact on the Company’s capital structure, the expected return on competing uses of capital such as strategic acquisitions and capital investments, and other corporate considerations, as determined by management. From the inception of the program on May 22, 2019, through January 2, 2021, we made repurchases of 393,819 shares of our common stock at a total cost of $5.5 million under this program. We made no repurchases under this program during 2020 or 2021. During the fourth quarter of 2022, we made repurchases of 86,124 shares of our common stock at a total cost of $1.6 million under this program. The repurchase program may be suspended or discontinued at any time.

Repurchases of Company Common Stock

In addition to the repurchases of our common stock in the open market during 2022 discussed above, during 2022 and 2021, we repurchased 95,001 shares and 73,105 shares, respectively, of our common stock at a total cost of $1.9 million and $1.6 million, respectively, all relating to purchases from employees to satisfy tax withholding obligations in connection with the vesting of restricted stock awards. Those shares were immediately retired.

2021 Equity Issuance in Eco Acquisition

On February 1, 2021, we completed the Eco Acquisition, which represented a 75% stake in the newly created entity Eco Enterprises. The fair value consideration we transferred for Eco was $102.0 million, including $94.4 million in cash and $1.5 million in fair value of contingent consideration. The fair value of consideration also included PGT Innovations, Inc. common stock with a then estimated fair value of $6.1 million.

The common stock portion of the purchase price was represented by the issuance of 357,797 shares of PGT Innovations, Inc. common stock on February 1, 2021, with a closing price value of $21.34 per share on that date, or approximately $7.6 million based on that price. However, the seller of Eco, who is also the holder of the 25% redeemable non-controlling interest in Eco Enterprises, is restricted from selling these shares for a three-year period from the date of the acquisition. As such, we estimated that there was an approximately 20% discount for the lack of marketability of the shares.