XML 133 R22.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Common Stock
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Common Stock Common Stock
As of December 31, 2019 and 2018, the Company's certificate of incorporation, as amended and restated, authorized the Company to issue 500,000,000 shares of $0.001 par value common stock. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company's shareholders. Common shareholders are entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding.
Dividends
The Company declared dividends per common share, including DERs (Note 16), during the periods presented as follows:
 
Dividends
per Common Share
 
Amounts
(in thousands)
2019:
 

 
Fourth Quarter
$
0.14


$
10,718

Third Quarter
0.14


10,726

Second Quarter
0.14


10,751

First Quarter
0.14


10,782

Total dividends declared in 2019
$
0.56


$
42,977

 
 
 
 
2018:
 

 
 

Fourth Quarter
$
0.13

 
$
9,968

Third Quarter
0.13

 
9,954

Second Quarter
0.13

 
9,917

First Quarter
0.13

 
9,917

Total dividends declared in 2018
$
0.52

 
$
39,756

 
 
 
 
2017:
 

 
 

Fourth Quarter
$
0.12

 
$
9,098

Third Quarter
0.12

 
9,146

Second Quarter
0.12

 
9,149

First Quarter
0.12

 
9,152

Total dividends declared in 2017
$
0.48

 
$
36,545


During the first quarter of 2020, the Board of Directors declared a dividend of $0.155 per share to shareholders on record as of March 13, 2020 and payable on March 27, 2020.
Share Repurchase Program
As of December 31, 2019, the Board of Directors had authorized the Company to repurchase up to an aggregate of $50.0 million of its issued and outstanding common stock from time to time. On February 11, 2020, the Board of Directors authorized the Company to repurchase up to an additional $50.0 million of its issued and outstanding common stock bringing the total authorization up to $100.0 million.
Share repurchases may be effected in open market or privately negotiated transactions, including transactions with affiliates, with the timing of purchases and the amount of stock purchased generally determined at the discretion of the Company within the constraints of the Company’s credit agreement and general working capital needs. In connection with this share repurchase program, the Company entered into an agreement with Magnus to purchase from Magnus an equal amount of its common stock as it purchases on the open market at the same weighted average per share price. Under this agreement, the shares can be purchased from Magnus when the Company has purchased an aggregate $24.9 million of shares in the open market, or at an earlier determination date as agreed to by the parties.
The Company's share repurchase activity was as follows:
 
 
Year ended
(in thousands, except share and per share amounts)
 
December 31, 2019
Shares repurchased in the open market:
 
 
Shares repurchased
 
591,983

Average price
 
$
26.31

Aggregate value
 
$
15,577

Shares repurchased from Magnus:
 
 
Shares repurchased
 
535,983

Average price (1)
 
$
25.70

Aggregate value
 
$
13,775

Total shares repurchased:
 
 
Shares repurchased
 
1,127,966

Average price
 
$
26.02

Aggregate value
 
$
29,352



_______________________________________________________________________________
(1) Average price including Magnus share repurchase liability was $26.31 as of December 31, 2019.
As of December 31, 2018, there were no share repurchases made under this program.
In relation to the Magnus share repurchase agreement, the Company and Magnus agreed upon a determination date of December 6, 2019 for shares to be repurchased from Magnus.  The shares purchased during the year ended December 31, 2019 include 535,983 shares purchased from Magnus at an average price of $25.70 per share for an aggregate of $13.8 million. Subsequent to the determination date, the Company repurchased additional shares on the open market.  As a result, the Company recorded a $1.8 million liability for an additional 56,000 shares of common stock to be repurchased from Magnus, which was included in accrued expenses and other liabilities and treasury stock on the consolidated balance sheet as of December 31, 2019. Excluding the impact of the share repurchase liability, as of December 31, 2019, the Company had $20.6 million remaining under the original $50.0 million share repurchase authorization, including $11.1 million related to the Magnus share repurchase agreement.