XML 28 R13.htm IDEA: XBRL DOCUMENT v3.20.4
Note 6 - Stockholders' Equity
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]

6.     Stockholders’ Equity

 

We are authorized to issue 245 million shares of all classes of stock, of which 25 million shares are designated Class A common stock, 200 million shares are designated common stock, and 20 million shares are designated “blank check” preferred stock for which our Board of Directors has the authority to determine the rights, powers, limitations and restrictions. The rights of our common stock and Class A common stock are identical, except that our Class A common stock has 10 votes per share and our common stock has one vote per share. Our common stock and Class A common stock are entitled to receive cash dividends if declared, on an equal per-share basis. For the years ended December 31, 2020, 2019 and 2018, we did not declare or pay any common stock or Class A common stock dividends.

 

On January 2, 2019, we issued 11.5 million shares of our common stock at a price of $14.74 per share, which was the closing price for our common stock on the last trading day preceding the Raycom Merger, to certain former shareholders of Raycom as part of the total consideration paid for that transaction. 

 

On November 5, 2019, our Board of Directors authorized the repurchase of up to $150 million of our outstanding common stock or our Class A common stock through December 31, 2022 (the “2019 Repurchase Authorization”). The 2019 Repurchase Authorization superseded all prior repurchase authorizations and prohibits the Company from purchasing shares directly from the Company’s officers, directors, or the Gray Television, Inc. Capital Accumulation Plan (“401k Plan”).

 

On December 15, 2019, we entered into an Issuer Repurchase Plan (the “2019 IRP”), under Rules 10b-18 and 10b5-1 of the Securities Exchange Act of 1934. The purpose of the 2019 IRP was to facilitate the orderly repurchase of our common stock through the establishment of the parameters for repurchases of our shares. During 2020, under this plan, we purchased 905,836 shares of our common stock at an average purchase price of $11.02 per share, excluding commissions, for a total cost of approximately $10 million, after which the 2019 IRP was terminated in the second quarter of 2020.

 

Subsequent to the termination of the 2019 IRP we repurchased an additional 3,688,022 shares of our common stock, for a total cost of approximately $51 million at an average purchase price of $13.81 per share, excluding commissions. As of December 31, 2020, approximately $68 million was available to repurchase shares of our common stock and/or Class A common stock under the 2019 Repurchase Authorization.

 

On November 4, 2020, the Board of Directors authorized the Company to repurchase up to an additional $150 million of outstanding common stock and/or Class A common stock through December 31, 2023 (the “2020 Repurchase Authorization”). During 2020, under this plan, we repurchased 864,026 shares of our common stock, for a total cost of approximately $14 million at an average purchase price of $16.47 per share, excluding commissions. As of December 31, 2020, approximately $136 million was available to repurchase shares of our common stock and/or Class A common stock under the 2020 Repurchase Authorization.

 

Together, the capacity under our repurchase authorizations totals $204 million. Future share repurchases would be implemented through purchases made from time to time in either the open market or private transactions in accordance with applicable securities law requirements, including Rule 10b5-1. The extent to which we repurchase any of our shares, the number of shares and the timing of any repurchases will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. We are not required to repurchase a minimum number of shares, and the repurchase authorizations may be modified, suspended or terminated at any time without prior notice.

 

Under our various employee benefit plans, we may, at our discretion, issue authorized and unissued shares, or previously issued shares of our Class A common stock or common stock, held in treasury. As of December 31, 2020, we had reserved 4,006,948 shares and 1,336,440 shares of our common stock and Class A common stock, respectively, for future issuance under various employee benefit plans. As of December 31, 2019, we had reserved 6,130,944 shares and 1,503,254 shares of our common stock and Class A common stock, respectively, for future issuance under various employee benefit plans.