Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equit y, Related Stockholder Matters and Issuer Purchases of Equity Securities
The following table sets forth the high and low closing sales price of our common stock, as reported on The Nasdaq Stock Market LLC under the symbol “III” for the periods shown:
Common Stock
Quarter Ending
High
Low
March 31, 2020
$
3.70
$
1.62
June 30, 2020
2.69
1.72
September 30, 2020
2.34
2.00
December 31, 2020
3.28
2.03
Common Stock
Quarter Ending
High
Low
March 31, 2019
$
4.48
$
3.60
June 30, 2019
3.84
2.94
September 30, 2019
3.18
2.27
December 31, 2019
2.54
2.16
On March 3, 2021, the last reported sale price for our common stock on The Nasdaq Stock Market was $3.69 per share.
As of December 31, 2020, there were 627 holders of record of ISG common stock. The actual number of stockholders is significantly greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.
Dividend Policy
On December 2, 2014, the Company’s Board of Directors authorized a special dividend of $0.14 per share on the Company’s issued and outstanding shares of common stock. This cash dividend was paid on January 28, 2015 to shareholders of record as of January 15, 2015. Prior to this special dividend we had not paid any dividends on our common stock. Our Credit Agreement limits our ability to pay dividends. We amended the Credit Agreement in order to exclude the payment of the special dividend from the calculation of our fixed charge coverage ratio covenant under the Credit Agreement. The payment of dividends in the future will be within the discretion of our Board of Directors and will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition.
Issuer Purchases of Equity Securities
On November 1, 2019, the Company’s Board of Directors approved a share repurchase authorization of up to $10.8 million. The new share repurchase program will take effect upon completion of the Company’s current program, which has approximately $3.6 million remaining as of December 31, 2020. Therefore, the Company has approximately $14.4 million in the aggregate available under its share repurchase program as of December 31, 2020. The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, pursuant to a Rule 10b5-1 repurchase plan or by other means in accordance with federal securities laws. The timing and the amount of any repurchases will be determined by the Company’s management based on its evaluation of market conditions, capital allocation alternatives, and other factors. There is no guarantee as to the number of shares that will be repurchased, and the repurchase program may be extended, suspended or discontinued at any time without notice at the Company’s discretion.
The following table details the repurchases that were made during the three months ended December 31, 2020.
Total Numbers of
Approximate Dollar
Securities
Value of Securities
Total Number of
Purchased
That May Yet Be
Securities
Average
as Part of Publicly
Purchased Under
Purchased
Price per
Announced Plan
The Plan
Period
(In thousands)
Securities
(In thousands)
(In thousands)
Oct 1 - Oct 31
2
$
2.09
2
$
14,494
Nov 1 - Nov 30
7
2.05
7
14,479
Dec 1 - Dec 31
31
3.17
31
14,381
21
Table of Contents
Securities Authorized for Issuance under Equity Compensation Plan
The following table lists information regarding outstanding options and shares reserved for future issuance under our Amended and Restated 2007 Equity and Incentive Award Plan and our Amended and Restated Employee Stock Purchase Plan as of December 31, 2020. We have not issued any shares of our common stock to employees as compensation under a plan that has not been approved by our stockholders.
Number of Shares of
Number of Shares of
Weighted
Common Stock
Common Stock to
Average
Remaining Available
be Issued upon
Exercise Price
for Future Issuance
Exercise of
of Outstanding
under our Stock Option
Outstanding
Options,
Plans (Excluding
Options, Warrants
Warrants and
Shares Reflected in
Plan Category
and Rights(1)
Rights(2)
Column (2)(3)
Approved by Stockholders
6,865,496
$
—
4,617,020
Not Approved by Stockholders
—
—
—
Total
6,865,496
$
—
4,617,020
(1)
Of the 6,865,496 shares listed in this column, none are stock options issued under the Amended and Restated 2007 Equity and Incentive Award Plan, 6,865,496 are restricted stock units issued under that Plan, and none are options issued during the current offering period under our Amended and Restated Employee Stock Purchase Plan.
(2)
The weighted-average exercise price includes outstanding options and RSUs, treating RSUs as stock awards with an exercise price of zero.
(3)
Includes 1,161,220 shares available for future issuance under the Company’s Employee Stock Purchase Plan. Also includes 3,455,800 shares that were available for grant under the Amended and Restated 2007 Equity and Incentive Award Plan as options and SARs and also for restricted stock, restricted stock units or other awards that could provide to the grantee an opportunity to earn the full value of an underlying share (in other words, such earning opportunity is not limited to the appreciation in value of our stock following the grant of the award).
Item 6. Selected Financial Data
As a smaller reporting company, we are not required to provide the information described in this item.