Stockholders' Equity

12 Months Ended

Dec. 31, 2019

Stockholders' Equity

Stockholders' Equity

Note 21—Stockholders’ Equity

Common Stock

We are authorized to issue 90,000,000 shares of $0.0001 par value common stock, of which 48,665,138 and 50,715,518 shares were issued and outstanding as of December 31, 2019 and 2018, respectively.

We issued 114,106 shares of common stock in 2019, 71,757 shares of common stock in 2018, and 65,429 shares of common stock in 2017 under our PICP. The shares were purchased by the participants in the PICP with payments made to us of $1.8 million in 2019, $1.5 million in 2018, and $1.1 million in 2017. Our PICP for managers and executives allows participants to use a portion of their annual bonus amount to purchase our common stock at a discount from the market price. The shares purchased in 2019 were for bonus amounts earned in 2018, and the number of shares was calculated at 75% of the average closing price for December 2018. The shares purchased in 2018 were for bonus amounts earned in 2017, and the number of shares was calculated at 75% of the average closing price for December 2017. The shares purchased in 2017 were for bonus amounts earned in 2016, and the number of shares was calculated at 75% of the average market price for January 2017. The shares purchased have a six month trading restriction.

We issued shares of common stock under the Equity Plan to the non-employee members of the Board of Directors as part of our quarterly compensation provided to the Directors. Shares issued were as follows:

● 16,877 shares in August 2019,

● 13,278 shares in February 2019,

● 10,092 shares in August 2018,

● 10,062 shares in February 2018,

● 11,448 shares in August 2017, and

● 11,784 shares in February 2017.

The shares were fully vested upon issuance and have a one-year trading restriction.

As discussed in Note 17—“Deferred Compensation Agreements and Stock-Based Compensation”, the Board of Directors has granted a total of 423,105 shares of Units under the Equity Plan.

At December 31, 2019, there were 1,450,078 shares of common stock reserved to provide for the grant and exercise of all future stock option grants, SARS, Units and grants of restricted shares under the Equity Plan. Other than the Units discussed above, there were no stock options, SARS or restricted shares of stock issued or outstanding at December 31, 2019.

Share Repurchase Plan

In October 2019, our Board of Directors authorized a $50.0 million share repurchase program. Under the share repurchase program, we can, depending on market conditions, share price and other factors, acquire shares of our common stock on the open market or in privately negotiated transactions. As discussed in Note 18—“Related Party Transactions”, in December 2019, we purchased and cancelled an aggregate of 2,316,960 shares of our Common Stock from a former member of our Board of Directors, in a private transaction for an aggregate purchase price of $50.0 million or $21.58 per share.

In May 2018, our Board of Directors authorized a $5.0 million share repurchase program. In August 2018, our Board of Directors approved an increase to the share repurchase program to $20.0 million. Under the share repurchase program, we can, depending on market conditions, share price and other factors, acquire shares of our common stock on the open market or in privately negotiated transactions. During the period from August 2018 to December 2018, we purchased and cancelled 825,146 shares of common stock, which in the aggregate equaled $20.0 million, at an average price of $24.24 per share.

In February 2017, our Board of Directors authorized a $5.0 million share repurchase program under which we could, depending on market conditions, share price and other factors, acquire shares of our common stock on the open market or in privately negotiated transactions. During the month of March 2017, we purchased and cancelled 216,350 shares of stock for $5.0 million at an average cost of $23.10 per share.

Preferred Stock

We are authorized to issue 1,000,000 shares of $0.0001 par value preferred stock.  No shares of Preferred Stock were outstanding at December 31, 2019, 2018 and 2017.