Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity [Abstract]

Stockholders' Equity

Note 7 – Stockholders’ Equity

The Company’s Class B common stock carries 10 votes per share while the common stock carries 1 vote per share. Class B shares are transferable only to certain permitted transferees while the common stock is freely transferable.  Class B shares are convertible on a one-for-one basis at any time into shares of common stock.  Transfers of Class B shares other than to permitted transferees result in the automatic conversion of the Class B shares into common stock.

The Board of Directors may only declare dividends or other distributions with respect to the common stock or the Class B common stock if it grants such dividends or distributions in the same amount per share with respect to the other class of stock.  Stock dividends or distributions on any class of stock are payable only in shares of stock of that class.  Shares of either common stock or Class B common stock cannot be split, divided, or combined unless the other is also split, divided, or combined equally.  Cash dividends were paid quarterly in 2023 and 2022.

The Credit Facility also allows an unlimited amount of defined "Restricted Payments," which include cash dividends and share repurchases, provided the Company's pro forma net leverage ratio is equal to or less than 2.50 to 1.00.  If the Company's pro forma net leverage ratio is greater than 2.50 to 1.00, the Credit Facility allows such payments up to $100,000 per annum (subject to a cap of $300,000 for the term of the facility, with up to $25,000 of any unused amount of the $100,000 per annum base available for use in the next succeeding calendar year).

At December 31, 2023, the Company had reserved shares of common stock for future issuance as follows:

Restricted stock units outstanding	1,717,000
Phantom stock units outstanding	120,000
2023 Long-Term Incentive Plan - available to grant	5,250,847
Convertible senior notes, due 2025	3,055,323
Convertible senior notes, due 2030	24,870,675
Conversion of Class B common stock	12,097,148
Total	47,110,993

In 2022, the Company's Board of Directors adopted a Stockholder Return Policy that will remain in effect until such time as the Board votes to amend or rescind the policy.  The Stockholder Return Policy calls for the Company to return a prescribed amount of cash flows on an annual basis. The Company intends to return such amounts directly, in the form of dividends, or indirectly, in the form of stock repurchases.

The following table summarizes activity pursuant to this policy:

	Years ended December 31,
	2023			2022
Dividends paid to stockholders		$	55,626		$	57,187
Stock repurchases			78,684			82,972
Total		$	134,310		$	140,159

The repurchased shares are being held as treasury stock.  The number of shares of common stock being held as treasury stock was 7,535,881 and 4,240,573 as of December 31, 2023 and 2022, respectively.