XML 34 R17.htm IDEA: XBRL DOCUMENT v3.6.0.2
EQUITY TRANSACTIONS (Notes)
12 Months Ended
Dec. 31, 2016
Equity, Class of Treasury Stock [Line Items]  
Stockholders' Equity Note Disclosure [Text Block]
EQUITY TRANSACTIONS
Stock Repurchase Plans—The Company’s board of directors approved a stock repurchase program that permitted the Company to repurchase its common stock through December 2016. Management has discretion in determining the conditions under which shares may be purchased from time to time. The stock repurchase program expired as of December 31, 2016. The following table summarizes the Stock Repurchase Plans approved by the Board of Directors:
 
IV
V
VI
Approval Date
December 2013
December 2014
December 2015
Authorized Repurchase Amount of Common Stock
$50 million
$50 million
$50 million
Effective Dates
December 2013 to December 2014
December 2014 to December 2015
December 2015 to December 2016

During the years ended December 31, 2016, 2015 and 2014 purchases of the Company’s common stock pursuant to Stock Repurchase Plans were as follows:
Period
 
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Approximate Dollar Value of Shares Purchased
 
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Year Ended December 31, 2016
 
3,946,396

 
$
7.27

 
$
28,709,000

 
$

Year Ended December 31, 2015
 
4,661,528

 
$
8.38

 
$
39,075,000

 
$
47,629,000

Year Ended December 31, 2014
 
4,265,895

 
$
7.61

 
$
32,455,000

 
$
50,000,000


There were no unsettled share repurchases as of December 31, 2016. Approximately $0.9 million of share repurchases had not settled as of December 31, 2015, and are included in accounts payable and accrued expenses in the accompanying Consolidated Balance Sheets.
Convertible Preferred Stock—The Company has 20 million shares of convertible preferred stock authorized, with a $0.01 par value. No shares have been issued and outstanding since prior to our initial public offering in 2007. The rights, preferences, privileges and restrictions granted to and imposed on the convertible preferred stock are as set forth below. The Company currently has no preferred stock outstanding. The Company’s amended and restated certificate of incorporation permits the terms of any preferred stock to be determined at the time of issuance.
Dividend provisions
The preferred stockholders are entitled to dividends only when dividends are paid to common shareholders. In the event of a dividend, the holders of the preferred shares are entitled to share in the dividend on a pro rata basis, as if their shares had been converted into shares of common stock.
Conversion rights
Any holder of preferred stock has the right, at its option, to convert the preferred shares into shares of common stock at a ratio of one preferred stock share for one common stock share. The holders of 66 2/3% of all outstanding preferred stock have the right at any time to require all the outstanding shares of preferred stock to be converted into an equal number of shares of common stock. Voting rights include the right to vote at a special or annual meeting of stockholders on all matters entitled to be voted on by holders of common stock, voting together as a single class with the common stock. There are no redemption rights associated with the preferred stock.
Liquidation rights
Upon the occurrence of liquidation, the holders of the preferred shares shall be paid in cash for each share of preferred stock held, out of, but only to the extent of, the assets of the Company legally available for distribution to its stockholders, before any payment or distribution is made to any shareholders of common stock. The liquidation value is $2.17 per share, subject to adjustments for stock splits, stock dividends, combinations, or other recapitalizations of the preferred stock.
Dividends—No dividends have been declared in 2016, 2015 or 2014. Our Credit Agreement limits our ability to declare and pay dividends. Refer to Note 8 “Indebtedness.”