Common Stock

12 Months Ended

Mar. 31, 2022

Common Stock.

Common Stock

12. Common Stock

Under the articles of incorporation effective July 1, 2013, the Company’s authorized capital stock consists of 500,000,000 registered shares, par value $0.01 per share, of which 450,000,000 are designated as common share and 50,000,000 shares are designated as preferred shares.

Each holder of common shares is entitled to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of common shares are entitled to share equally in any dividends, which the Company’s board of directors may declare from time to time, out of funds legally available for dividends. Upon dissolution, liquidation or winding-up, the holders of common shares will be entitled to share equally in all assets remaining after the payment of any liabilities and the liquidation preferences on any outstanding preferred stock. Holders of common shares do not have conversion, redemption or pre-emptive rights.

On July 30, 2021, we announced that our Board of Directors declared a cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on August 9, 2021, totaling $40.4 million. We paid $40.2 million on September 8, 2021 and the remaining $0.2 million is deferred until certain shares of restricted stock vest.

On January 4, 2022, we announced that our Board of Directors declared a cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on January 14, 2022, totaling $40.1 million. We paid $39.9 million on January 25, 2022 and the remaining $0.2 million is deferred until certain shares of restricted stock vest.

These were irregular dividends. All declarations of dividends are subject to the determination and discretion of the Company’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, its business prospects and other factors that the Company’s Board of Directors may deem relevant.

On August 5, 2019, our Board of Directors authorized the repurchase of up to $50.0 million of our common shares through the period ended December 31, 2020 (the “2019 Common Share Repurchase Authority”). On February 3, 2020, our Board of Directors authorized an increase to our 2019 Common Share Repurchase Authority to repurchase up to an additional $50.0 million of our common shares. On December 29, 2020, our Board of Directors authorized an extension of and an increase to the remaining authorization of $41.4 million under our 2019 Common Share Repurchase Authority, which was set to expire on December 31, 2020. Following this Board action, we were authorized to repurchase up to $50.0 million of our common shares from December 29, 2020 through December 31, 2021. Through expiration of our 2019 Common Share Repurchase Authority on December 31, 2021, our purchases under this authority totaled 7.0 million of our common shares for an aggregate consideration of $81.0 million. On February 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares (the “2022 Common Share Repurchase Authority”). Under these authorizations, when in force, purchases were and may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods. The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interest of our shareholders, and market conditions. No repurchases had been made under the 2022 Common Share Repurchase Authority as of March 31, 2022. We are not obligated to make any common share repurchases.

On February 2, 2021, we announced a tender offer to purchase up to 7,407,407, or about 14.8%, of our then outstanding common shares at a price of $13.50 per share. Based on preliminary results indicating that the tender offer was oversubscribed, we elected to increase the number of shares accepted for payment by 997,739, or slightly less than 2% of our then outstanding shares, pursuant to the terms of the tender offer . The number of shares we purchased and canceled from each tendering shareholder was prorated so our purchases in the tender offer totaled of 8,405,146 shares, or approximately 16.8% of our then outstanding common shares, for an aggregate purchase price of approximately $113.5 million.

Refer to Note 13 below for shares granted under the equity incentive plan during the years ended March 31, 2022, 2021, and 2020.