SALES OF COMMON STOCK

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

SALE OF COMMON STOCK

CAPITAL STOCK

The Company has Series A and Series B preferred stock of 1,222 shares and 15,000 shares outstanding as of December 31, 2022, 2021 and 2020, respectively. The preferred stock did not have any activity during 2022, 2021 and 2020.

Series A Preferred Stock

The holders of Series A preferred stock are entitled to one-tenth of a vote per share on all matters presented to a vote of shareholders generally, voting as a class with the holders of common stock, and are not entitled to any dividends or distributions other than in the event of a liquidation of the Company, in which case the holders of the Series A preferred stock are entitled to $100 liquidation preference per share.

Series B Preferred Stock

Each share of the Series B convertible preferred stock is convertible into 56 shares of common stock and a monthly dividend per share of $.50. The holders of the Series B convertible stock are entitled to a $100 liquidation preference per share after payment of the distributions to the holders of the Series A preferred stock and to one-tenth of a vote per share on all matters presented to a vote of shareholders generally, voting as a class with the holders of the common stock.

The activity related to outstanding common stock and common stock held in treasury was as follows:

	December 31,
	2022	2021	2020
Common Stock:	Quantity (in thousands)
Balance, beginning of period	18,468	19,041	17,460
Issuance of shares for compensation net of withholding	47	85	54
Issuance of common stock related to equity distribution agreements	—	—	46
Issuance of common stock related to purchase of businesses	267	527	1,481
Purchase of shares held in treasury	(1,251)	(1,185)	—
Balance, end of period	17,531	18,468	19,041

SHARE REPURCHASE

On May 12, 2021, the Company announced that its Board of Directors authorized a share repurchase program (the “program”) under which up to $85.0 million worth or 1.5 million shares of its outstanding common stock may be acquired in the open market or through privately negotiated agreements over the next 24 months at the discretion of management. The Company completed the program in December 2022.

On December 15, 2022, the Company announced a new Share Repurchase Program pursuant to which we may repurchase up to $85.0 million worth, or 2.8 million shares of the Company's outstanding common stock over the next 24 months.

During the twelve months ended December 31, 2022 the Company repurchased 1.3 million shares for approximately $35.2 million compared to 1.2 million shares for approximately $33.5 million for the twelve months ended December 31, 2021.

On June 15, 2021, the Company entered into a negotiated share repurchase agreement to repurchase certain shares of its common stock from certain of its shareholders. Pursuant to the terms of the share repurchase agreement, The Company agreed to pay the shareholders for the repurchased shares over four equal quarterly installments, which are presented within the purchase of treasury stock in the cash flow statement. During the twelve months ended December 31, 2022, there were two installment payments totaling $13.6 million. There are no further installment payments outstanding as of December 31, 2022.

	Twelve Months Ended December 31,
	2022		2021	2020
(in millions, except per share data)
Total number of shares purchased	1.3		1.2	—
Amount paid	$	35.2	33.5	—
Average price paid per share	$	28.17	28.28	—

SALES OF COMMON STOCKOn May 11, 2020, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with BMO Capital Markets Corp. (the “Distribution Agent”) pursuant to which the Company may offer and sell shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering amount of up to $37,500,000 from time to time through the Distribution Agent. Sales, if any, of the Company’s common stock pursuant to the Equity Distribution Agreement will be made in “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. During the twelve months ended December 31, 2020, the Company issued and sold 46,000 shares of common stock under the Equity Distribution Agreement, with net proceeds totaling approximately $1.1 million, after deducting the Distribution Agent’s commission of approximately $26 thousand. There were no sale of the Company's common stock in 2022 and 2021.