Note 12 - Stockholders' Equity

12 Months Ended

Dec. 31, 2016

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

12.

    Stockholders’ Equity

At

December

 

31,

2016

and

2015

there were

17,315,661

and

17,186,780

shares of the Company’s Common Stock issued, respectively, including

3,478,676

and

1,895,998

treasury shares at

December

31,

2016

and

2015,

respectively.

Subject to the rights specifically granted to holders of any then outstanding shares of the Company’s Preferred Stock, the Company’s common stockholders are entitled to vote together as a class on all matters submitted to a vote of the Company’s common stockholders, and are entitled to any dividends that

may

be declared by the Board. The Company’s common stockholders do not have cumulative voting rights. Upon the Company’s dissolution, liquidation or winding up, holders of the Company’s Common Stock are entitled to share ratably in the Company’s net assets after payment or provision for all liabilities and any preferential liquidation rights of the Company’s Preferred Stock then outstanding. The Company’s common stockholders do not have preemptive rights to purchase shares of the Company’s stock. The issued and outstanding shares of the Company’s Common Stock are not subject to any redemption provisions and are not convertible into any other shares of the Company’s capital stock. The rights, preferences and privileges of holders of the Company’s Common Stock will be subject to those of the holders of any shares of the Company’s Preferred Stock the Company

may

issue in the future.

During the year ended

December

31,

2014,

the sellers of WCG International Consultants Ltd. (“WCG”) surrendered

39,162

exchangeable shares of PSC of Canada Exchange Corp. (“PSC”) to fulfill their obligation to the Company for the settlement of a dispute and the reimbursement of legal fees. These shares were converted to shares of the Company and transferred to treasury. Additionally,

222,532

exchangeable shares of PSC were exchanged into shares of Common Stock of the Company and distributed to the sellers of WCG, thus eliminating the related noncontrolling interest balance as of

December

31,

2014.

During the year ended

December

31,

2014,

the Company issued stock, with certain escrow restrictions, in conjunction with the acquisitions of Ingeus and Matrix.

The following table reflects the total number of shares of the Company’s Common Stock reserved for future issuance as of

December

 

31,

2016:

Shares of common stock reserved for:
Exercise of stock options and restricted stock awards	437,930
Conversion of preferred stock to common stock	2,014,538
Issuance of Performance Restricted Stock Units	49,208
Total shares of common stock reserved for future issuance	2,501,676

Share Repurchases

On

February

 

1,

2007,

the Board approved a stock repurchase program for up to

one

million shares of its Common Stock under which the Company spent

$14,376

to purchase

756,100

shares of its Common Stock in the open market through

December

31,

2012.

No

repurchases have been made since

2012.

This program was formally terminated in

January

2016.

On

October

14,

2015,

the Company entered into an agreement to repurchase

707,318

of its Common Stock held by former stockholders of Matrix for an aggregate purchase price of

$29,000

(or

$41.00

per share). The Company funded this purchase through a combination of borrowing on its Credit Facility and cash on hand. The purchase of these shares was completed on

October

30,

2015.

On

November

4,

2015,

the Board authorized the Company to engage in a repurchase program to repurchase up to

$70,000

in aggregate value of the Company’s Common Stock during the

twelve

-month period following

November

4,

2015.

This plan terminated on

November

3,

2016.

A total of

1,360,249

shares were purchased through this plan for

$62,981,

excluding commission payments.

On

October

26,

2016,

the Board authorized a new repurchase program, under which the Company

may

repurchase up to

$100,000

in aggregate value of the Company’s Common Stock during the

twelve

-month period following

October

26,

2016.

As of

December

31,

2016,

328,843

shares were purchased through this plan for

$12,377,

excluding commission payments.

During the years ended

December

31,

2016,

2015

and

2014,

the Company repurchased

2,736,

15,961

and

18,504

shares, respectively, from employees to cover the settlement of income tax and related benefit withholding obligations arising from vesting of restricted stock awards. In addition, in

2015,

the Company withheld

5,718

shares for the payment of the exercise price upon the exercise of stock options and

43,743

shares to cover the settlement of income tax and related benefit withholding obligations arising from shares held by employees that were released from escrow related to the Matrix acquisition, which shares are treated as treasury stock.