SHAREHOLDERS’ EQUITY

3 Months Ended

Mar. 31, 2020

Stock Dividend

On January 18, 2019, the Board of Directors of the Company approved a common stock dividend, accounted for as a stock split. The stock split was effected through a stock dividend of three shares for each share outstanding as of the approval date. All share and per share information included in the condensed consolidated financial statements has been retroactively adjusted to reflect the impact of the stock dividend. The shares of common stock authorized remained at 100 million, and the shares retained a par value per share of $0.01.

Capital Return Program and Quarterly Cash Dividend

On June 14, 2019, the Company announced that its Board of Directors approved a capital return program under which the Company may expend a total of up to $250 million for a share repurchase program and payment of dividends. Share repurchases may be effected in various ways, which could include open-market or private repurchase transactions, accelerated stock repurchase programs, tender offers or other transactions. The amount, timing and terms of any return of capital transaction will be determined based on prevailing market conditions and other factors. The Company expects to fund any share repurchases and dividends from existing capital resources. There is no fixed time period to complete share repurchases.

On July 26, 2019, the Company completed a modified Dutch auction tender offer (“Offer”), purchasing 2,504,971 common shares at an aggregate purchase price of $73.9 million. The Offer was funded with cash on hand.

On February 10, 2020, the Board of Directors approved an increase in the capital return program of $100 million.

Total share repurchase activity, including a private repurchase transaction, during the three months ended March 31, 2020 was as follows:


(in thousands, except share data)	Three Months Ended March 31, 2020
Number of common shares repurchased	1,649,768
Total cost	$	31,341
Average cost per share, including commissions	$	19.00

There was no share repurchase activity during the three months ended March 31, 2019. The Company retired 10,729,458 and 1,431,980 shares of its common stock held in treasury during the three months ended March 31, 2020 and 2019, respectively. The shares were returned to the status of authorized but unissued shares. As of March 31, 2020 there were no shares remaining in treasury.

During the three months ended March 31, 2020, the Company paid a cash dividend of $0.10 per common share, for a total cost of approximately $3.2 million. The dividend was declared on February 24, 2020 and paid on March 20, 2020 to shareholders of record as of the close of business on March 6, 2020. There were no cash dividends paid during the three months ended March 31, 2019. As of March 31, 2020 and December 31, 2019, $86.9 million and $19.7 million, respectively, remained available for use under the above-mentioned $100 million capital return program. Pursuant to the terms of the amendment to the Credit Facility entered into on April 24, 2020, as noted in Note 8. “Long-term Debt,” the Company may not declare or pay dividends on its common stock or make other restricted payments (including repurchases of shares of its common stock) during the Leverage Ratio Covenant Relief Period.