Stockholders' Equity

Stock Repurchase Programs

In November 2018, the Company's Board of Directors (the "Board") authorized the Company to purchase up to $20.0 million of its outstanding common stock. This stock repurchase program will remain in effect until December 31, 2019 unless otherwise modified by the Board. Previously, the Board had authorized the Company to purchase up to $20.0 million of its outstanding common stock under a separate repurchase program that was in effect until July 31, 2018.

For the three and six months ended June 30, 2019, under the respective stock repurchase program authorized by the Board,

the Company purchased 184,715 and 248,591 shares of its common stock for cash of $2.1 million and $2.8 million, respectively, inclusive of commissions and fees. For the three and six months ended June 30, 2018, under the respective stock repurchase program authorized by the Board, the Company purchased 676,201 and 825,418 shares of its common stock for cash of $7.5 million and $9.1 million, respectively, inclusive of commissions and fees.

Quarterly Cash Dividend

Dividends per share declared by the Board, and paid quarterly on all outstanding shares of common stock during the three and six months ended June 30, 2019 and 2018 were as follows:



	2019			2018
	Per share		Date paid	Per share		Date paid
Dividends declared during quarter ended:
March 31	$	0.25	March 7, 2019	$	0.25	March 8, 2018
June 30	$	0.25	June 7, 2019	$	0.25	June 8, 2018

A portion of the dividends declared remains accrued subsequent to the payment dates and represents dividends accumulated on nonvested shares of common stock held by employees and directors of the Company that contain forfeitable dividend rights that are not payable until the underlying shares of common stock vest. These amounts are included in both Other current liabilities and Other long-term liabilities on the Condensed Consolidated Balance Sheet as of June 30, 2019.

Tax Asset Protection Plan

U.S. federal income tax rules, and Section 382 of the Internal Revenue Code in particular, could substantially limit the use of net operating losses and other tax assets if the Company experiences an "ownership change" (as defined in the Internal Revenue Code). In general, an ownership change occurs if there is a cumulative change in the ownership of the Company by "5 percent stockholders" that exceeds 50 percentage points over a rolling three-year period.

On May 5, 2017, the Board approved the declaration of a dividend of rights to purchase Series B Junior Participating Preferred Stock for each outstanding share of common stock as part of a tax asset protection plan (the "Tax Asset Protection Plan") designed to protect the Company’s ability to utilize its net operating losses and tax credits. The Tax Asset Protection Plan is intended to act as a deterrent to any person acquiring beneficial ownership of 4.99% or more of the Company’s outstanding common stock.

On April 6, 2018, the Board approved the First Amendment to the Tax Asset Protection Plan (the "First Amendment") that amends the Tax Asset Protection Plan dated May 5, 2017. The First Amendment amended the definition of "Final Expiration Date" under the Tax Asset Protection Plan to extend the duration of the TAPP and makes associated changes in connection therewith. At the Company's 2018 annual meeting of stockholders, the Company's stockholders approved the First Amendment, thus the Final Expiration Date will be the close of business on December 31, 2019, which was subsequently extended, as described below.

On April 5, 2019, the Board approved the Second Amendment to the Tax Asset Protection Plan (the "Second Amendment") that amends the Tax Asset Protection Plan dated May 5, 2017, as amended by the First Amendment to Tax Asset Protection Plan, dated April 6, 2018 (the “TAPP”) between the Company and the Rights Agent. The Second Amendment amends the definition of the “Final Expiration Date” under the TAPP to extend the duration of the TAPP and makes associated changes in connection therewith. At the Company's 2019 annual meeting of stockholders, the Company's stockholders approved the Second Amendment, thus the Final Expiration Date will be the close of business on December 31, 2020.