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Benefit Plans and Capital Transactions
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
BENEFIT PLANS AND CAPITAL TRANSACTIONS

NOTE 19 — BENEFIT PLANS AND CAPITAL TRANSACTIONS

 

(a) Employee Benefit Plan

 

The Company maintains qualified defined contribution 401(k) plans, which cover substantially all of its U.S. employees. Under the plans, participants are entitled to make pre-tax contributions up to the annual maximums established by the Internal Revenue Service. The plan documents permit annual discretionary contributions from the Company. Employer contributions in the amount of $1,424 and $1,248 were made during the years ended December 31, 2019 and 2018, respectively.

 

(b) Common Stock

 

In January and February of 2020, the Company repurchased 880,000 shares of its common stock in a block purchase from an existing stockholder as part of a privately-negotiated transaction. The Company purchased the shares at $24.4725 per share for an aggregate amount of $21,536.

 

On October 30, 2018, the Company's Board of Directors authorized a share repurchase program of up to $50,000 of its outstanding common shares. All share repurchases were effected on the open market at prevailing market prices or in privately negotiated transactions. The share repurchase program expired on October 31, 2019. During the year ended December 31, 2019, the Company repurchased 237,932 shares of commons stock for $4,272. During the year ended December 31, 2018, the Company repurchased 83,133 shares of commons stock for $1,365. The shares repurchased under the program were retired.

 

On March 15, 2018, the Company was a party to a secondary stock purchase agreement with ACP BD Investments, LLC ("ACP") which required us to purchase 950,000 shares of our common stock at $18.25 per share or approximately $17,337 in cash. The stock was repurchased from ACP on April 2, 2018 and the shares were retired.

 

(c) Preferred Stock

 

On October 7, 2019, the Company closed its public offering of depositary shares (the "Depositary Shares"), each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"). The liquidation preference of each share of Series A Preferred Stock is $25,000 ($25.00 per Depositary Share). At the closing, the Company issued 2,000 shares of Series A Preferred Stock represented by 2,000,000 Depositary Shares issued. On October 11, 2019, the Company completed the sale of an additional 300,000 Depositary Shares, pursuant to the underwriters' full exercise of their over-allotment option to purchase additional Depositary Shares. The offering of the 2,300,000 Depository Shares generated $57,500 of gross proceeds.

 

The Series A Preferred Stock ranks, as to dividend rights and rights upon the Company's liquidation, dissolution or winding up: (i) senior to all classes or series of the Company's common stock and to all other equity securities issued by the Company other than equity securities issued with terms specifically providing that those equity securities rank on a parity with the Series A Preferred Stock, (ii) junior to all equity securities issued by the Company with terms specifically providing that those equity securities rank senior to the Series A Preferred Stock with respect to payment of dividends and the distribution of assets upon the Company's liquidation, dissolution or winding up and (iii) effectively junior to all of the Company's existing and future indebtedness (including indebtedness convertible into our common stock or preferred stock) and to the indebtedness and other liabilities of (as well as any preferred equity interests held by others in) the Company's existing or future subsidiaries. Generally, the Series A Preferred Stock is not redeemable by the Company prior to October 7, 2024. However, upon a change of control or delisting event, the Company will have the special option to redeem the Series A Preferred Stock.

 

(d) Dividends

 

From time to time, the Company may decide to pay dividends which will be dependent upon its financial condition and results of operations. On March 3, 2020, the Company declared a regular dividend of $0.25 per share and special dividend of $0.10 per share that will be paid on or about March 31, 2020 to stockholders of record as of March 17, 2020. During the years ended December 31, 2019 and 2018, the Company paid cash dividends on its common stock of $41,138 and $22,684, respectively. On August 1, 2019, the Board of Directors announced an increase to the regular quarterly dividend from $0.08 per share to $0.175 per share. While it is the Board's current intention to make regular dividend payments of $0.175 per share each quarter and special dividend payments dependent upon exceptional circumstances from time to time, our Board of Directors may reduce or discontinue the payment of dividends at any time for any reason it deems relevant. The declaration and payment of any future dividends or repurchases of the Company's common stock will be made at the discretion of our Board of Directors and will be dependent upon its financial condition, results of operations, cash flows, capital expenditures, and other factors that may be deemed relevant by the Board of Directors.

 

A summary of dividend activity for the years ended December 31, 2019 and 2018 was as follows:

 

                   
         Regular   Special   Total 
     Stockholder  Dividend   Dividend   Dividend 
Date Declared  Date Paid  Record Date  Amount   Amount   Amount 
October 30, 2019  November 26, 2019  November 14, 2019  $0.175   $0.475   $0.650 
August 1, 2019  August 29, 2019  August 15, 2019   0.175    0.325    0.500 
May 1, 2019  May 29, 2019  May 15, 2019   0.08    0.18    0.26 
March 5, 2019  March 26, 2019  March 19, 2019   0.08    0.00    0.08 
November 5, 2018  November 27, 2018  November 16, 2018   0.08    0.08    0.16 
August 2, 2018  August 29, 2018  August 16, 2018   0.08    0.22    0.30 
May 7, 2018  June 5, 2018  May 21, 2018   0.08    0.04    0.12 
March 7, 2018  April 3, 2018  March 20, 2018   0.08    0.08    0.16 

 

Holders of Series A Preferred Stock, when and as authorized by the board of directors of the Company, are entitled to cumulative cash dividends at the rate of 6.875% per annum of the $25,000 liquidation preference ($25.00 per Depositary Share) per year (equivalent to $1,718.75 or $1.71875 per Depositary Share). Dividends will be payable quarterly in arrears, on or about the last day of January, April, July and October. On October 15, 2019, the Company declared a cash dividend representing $0.11458333 per Depositary Share. The dividend was paid on October 31, 2019 to holders of record as of the close of business on October 21, 2019. As of December 31, 2019, dividends in arrears in respect of the Depositary Shares were $673. On January 9, 2020, the Company declared a cash dividend $0.4296875 per Depositary Share, which was paid on January 31, 2020 to holders of record as of the close of business on January 21, 2020.

 

Our principal sources of liquidity to finance our business is our existing cash on hand, cash flows generated from operating activities, funds available under revolving credit facilities and special purpose financing arrangements.