4.	Shareholders’ Equity and Preferred Stock

November 26, 2014,

we and certain of our subsidiaries entered into a Loan and Security Agreement with Dove Ventures, LLC, a Nevada limited liability company (“Dove”). The agreement provided for a senior secured term loan facility in an amount of up to

$40.0

million at any time outstanding. On

December 27, 2019,

the Company issued

400,000

shares (

10,000,000

shares authorized,

400,000

shares outstanding) of its Series A Preferred Stock with an aggregate initial liquidation preference of

$40.0

million, in exchange for full satisfaction of the

$40.0

million that the Company owed Dove under the Loan and Security Agreement. Dividends on the preferred stock are

per annum (cumulative, non-compounding) and are payable as declared, and in preference to any common stock dividends, in cash. The Series A Preferred Stock is perpetual and has

maturity date. The Company

may,

at its option, redeem the shares of Series A Preferred Stock on or after

January 1, 2025

at a redemption price equal to

$100

per share, plus any accumulated and unpaid dividends. At the request of a majority of the holders of the Series A Preferred Stock, the Company shall offer to redeem all of the Series A Preferred Stock at a redemption price equal to

$100

per share, plus any accumulated and unpaid dividends, at the option of the holders thereof, on or after

January 1, 2024.

Upon the election by the holders of a majority of the Series A Preferred Stock, each share of the Series A Preferred Stock is convertible into the number of shares of the Company’s common stock as is determined by dividing (i) the sum of (a)

$100

and (b) any accumulated and unpaid dividends on such share by (ii) an initial conversion price equal to

$10

per share, subject to certain adjustment in certain circumstances to prevent dilution. Given the redemption rights contained within the Series A Preferred Stock, we account for the outstanding preferred stock as temporary equity in the consolidated balance sheets.

Dove is a limited liability company owned by

three

trusts. David G. Hanna is the sole shareholder and the President of the corporation that serves as the sole trustee of

one

of the trusts, and David G. Hanna and members of his immediate family are the beneficiaries of this trust. Frank J. Hanna, III is the sole shareholder and the President of the corporation that serves as the sole trustee of the other

two

trusts, and Frank J. Hanna, III and members of his immediate family are the beneficiaries of these other

two

trusts.

During the years ended

December 31, 2019

and

2018

, we repurchased and contemporaneously retired

357,461

and

281,787

shares of our common stock at an aggregate cost of

$2,517,000

and

$723,000,

respectively, pursuant to both open market and private purchases and the return of stock by holders of equity incentive awards to pay tax withholding obligations.

We had

1,459,233

loaned shares outstanding at

December 31, 2019

and

December 31, 2018

, which were originally lent in connection with our

November 2005

issuance of convertible senior notes. We retire lent shares as they are returned to us.

November 14, 2019,

a wholly-owned subsidiary issued

50.5

million Class B preferred units at a purchase price of

$1.00

per unit to an unrelated

third

party. The units carry a

16%

preferred return to be paid quarterly, with up to

percentage points of the preferred return to be paid through the issuance of additional units or cash, at our election. The units have both call and put rights and are also subject to various covenants including a minimum book value, which if

not

satisfied, could allow for the securities to be put back to the subsidiary. Subject to satisfying certain closing conditions, the subsidiary has the right to issue up to

50.5

million additional units on the same terms. The proceeds from the transaction will be used for general corporate purposes. We have included the issuance of these Class B preferred units as temporary noncontrolling interest on the consolidated balance sheets.