XML 26 R11.htm IDEA: XBRL DOCUMENT v3.22.4
Stockholders’ equity Stockholders' Equity (Notes) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2022
Apr. 27, 2022
Mar. 03, 2021
Equity [Abstract]      
Stockholders' Equity Note Disclosure [Text Block] STOCKHOLDERS’ EQUITY
Common Stock
Pursuant to the Company’s amended and restated certificate of incorporation (“Certificate of Incorporation”), the Company is authorized to issue up to 100,000,000 shares of common stock, par value $0.01 per share. As of December 31, 2022, there were 46,032,930 shares of common stock issued outstanding.

Preferred Stock
Pursuant to the Company’s Certificate of Incorporation, the Company is authorized to issue up to 5,000,000 shares of preferred stock, par value $0.01 per share. The Board of Directors (the “Board”) has the authority, subject to any limitations imposed by law or NYSE rules, without further action by the stockholders, to issue such preferred stock in one or more series
and to fix the voting powers (if any), the preferences and relative, participating, optional or other special rights or privileges, if any, of such series and the qualifications, limitations or restrictions thereof. These rights, preferences and privileges may include, but are not limited to, dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of that series.
On December 23, 2021, the Company issued 2,000 shares of 5.75% Series A Cumulative Perpetual Preferred Stock for $50.0 million. The Company pays cumulative cash dividends on the Series A Preferred Stock, when and as declared by the Board Of Directors, at the rate of 5.75% of the $25,000 liquidation preference per share. Dividends are payable quarterly in arrears, beginning on or about March 15, 2022.

The Company will have the option to redeem the shares, in whole or in part, at a redemption price equal to $25,000 per share on or after December 23, 2026, which is the fifth anniversary of the date of issuance of the Series A Preferred Stock, or upon change of control. Unless the Company decides to exercise the redemption option, upon the occurrence of a change of control, preferred stockholders will have the right to convert some or all of the Series A Preferred Stock into a number of shares of the Company’s common stock equal to the lesser of (i) the quotient obtained by dividing (A) the sum of (x) the liquidation preference to be converted, plus (y) the amount per such share equal to any accrued and unpaid dividends, by (B) the common stock price, and (ii) 1.7059.

The Company incurred $2.3 million in fees and expenses in connection with this transaction that reduced the amount of equity on our consolidated balance sheet during the year ended December 31, 2021.

The table below presents a summary of the perpetual preferred stock outstanding at December 31, 2022 and 2021.
Series DescriptionInitial date of issuanceTotal Shares Outstanding Liquidation Preference per Share (in dollars)Carrying ValuePer Annum Dividend RateRedemption Period
Series A(1)
5.75% Cumulative PerpetualDecember 20212,000 $25 $50,000 5.75 %n/a
(1) Ownership is held in the form of Depositary Shares, each representing a 1/1,000th interest in a share of preferred stock, paying a quarterly cash dividend, if and when declared.

Dividends

Dividends paid on our Series A preferred stock totaled 2.8 million during the year ended December 31, 2022. As the Series A Preferred Stock was issued in December 2021, no dividend payments were made during the years ended December 31, 2021 and 2020.

On February 14, 2023, the Board declared a quarterly cash dividend of $0.359 per depositary share on the Series A Preferred Stock. The dividend is payable on March 15, 2023 to stockholders of record as of March 1, 2023.

Share Repurchase Programs

2021 Share Repurchase Program
On March 1, 2021, the Company’s Board of Directors (the “Board”) authorized a $50.0 million stock repurchase program (the “the 2021 Repurchase Plan”). The 2021 Repurchase Plan authorized the Company to purchase from time to time on or prior to December 31, 2022, up to $50.0 million of our outstanding common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. The 2021 Repurchase Plan may be modified or terminated by our Board at any time in its sole discretion.

During the year ended December 31, 2022, the Company repurchased 2,423,644 shares for approximately $50.0 million. The Company completed the repurchases under the 2021 Repurchase Plan on April 29, 2022. The repurchased shares were subsequently retired.

2022 Share Repurchase Program
On April 27, 2022, the Board approved a stock repurchase program (the “2022 Repurchase Plan”) that authorizes the Company to purchase, from time to time, up to an additional $100.0 million of our outstanding common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. The new
plan has no time deadline and will continue until otherwise modified or terminated by the Board at any time in its sole discretion.Under the 2022 Repurchase Plan, the Company repurchased 2,420,915 shares for approximately $51.3 million during the year ended December 31, 2022. The repurchased shares were subsequently retired. The remaining dollar value of shares that may be purchased under the 2022 Repurchase Plan was $48.7 million as of December 31, 2022.
   
Class of Stock [Line Items]      
Common stock, shares authorized (in shares) 100,000,000    
Stock Repurchase Program, Authorized Amount   $ 100,000 $ 50,000
Preferred Stock, Par or Stated Value Per Share $ 0.01    
Common stock, par value (in dollars per share) $ 0.01    
Document Period End Date Dec. 31, 2022    
Common Stock, Shares, Issued 46,032,930    
Stock Repurchased During Period, Value $ 101,463    
Stock Repurchase Program Expiration Date Dec. 31, 2022    
2022 Share repurchase program      
Class of Stock [Line Items]      
Treasury Stock, Value, Acquired, Cost Method $ 51,300