Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities Use of Proceeds and Issuers Purchases of Equity Securities
Issuer Purchases of Equity Securities
The following table summarizes common stock repurchased by us during the quarter ended January 31, 2021:
Total Number of Shares
Purchased (1)
Average
Price Paid
Per Share
Total Number of Shares Purchased
as Part of Publicly-
Announced
Programs (2)
Approximate Dollar
Value of Shares
That May Yet be
Purchased Under
the Programs (2)
November 1, 2020 — November 30, 2020
205,000
$
34.14
205,000
$128.5 million
December 1, 2020 — December 31, 2020
17,426
$
41.23
15,000
$127.9 million
January 1, 2021 — January 31, 2021
1,269
$
48.25
—
$127.9 million
Total
223,695
$
34.77
220,000
(1)
Represents withholding of 3,695 of restricted shares to cover taxes on vested restricted shares in addition to shares purchased as part of our publicly announced programs.
(2)
On March 6, 2019, our Board of Directors approved an increase to the share repurchase program to an aggregate of $250 million. The shares can be repurchased in open market transactions or privately negotiated transactions at the Company’s discretion. The share repurchase program has no expiration date. We repurchased approximately $7.6 million of the Company’s common stock under the program during the third quarter of fiscal 2021.
Our Credit Agreement, dated December 16, 2019, permits us to pay dividends to our stockholders and make share repurchases so long as there is no default under our Credit Agreement, the consolidated net leverage ratio, which uses adjusted EBITDA (a measure used by our lenders and is defined in the credit agreement), is no greater than 4.00 to 1.00 and the pro forma liquidity is at least $50.0 million. Furthermore, our Notes allow the Company to pay $25 million of dividends per fiscal year with no restrictions plus an unlimited amount of dividends so long as the Company’s consolidated total leverage ratio is not greater than 3.50 to 1.00 and the Company is not in default under the indenture governing the Notes.
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