What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2022-11-09 compared with 2022-08-04 · 58 added, 29 removed, 10 unchanged (90% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

Sales of Unregistered Equity Securities

We did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities (1)

Information relating to the Company’s purchases of its common stock during the six months ended June 30, 2022 is as follows:

of Unregistered Equity Securities

did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933,

Purchases of Equity Securities (1)

relating to the Company’s purchases of its common stock during the nine months ended September 30, 2022 is as follows:

Purchased (2)

Per Share Total Number

Part of Publicly

Plans or Programs Approximate

Dollar Value of

Shares that May

Yet Be Purchased

Under the Share

January 1 through January 31, 2022

4 unchanged sentences

June 1 through June 30, 2022

Total 1,008,676 1,008,676

_______________________

(1) On August 8, 2017, we announced the $5.0 million discretionary open-market Share Repurchase Program under which our Board of Directors authorized the repurchase of shares of our common stock in the open market until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of our common stock.

On November 7, 2017, our Board of Directors authorized an extension of, and an increase in the amount of shares of our common stock that may be repurchased under, the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $10.0 million in aggregate amount of our common stock.

On May 3, 2018, the Company’s Board of Directors authorized an additional $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $15.0 million in aggregate amount of our common stock.

On November 1, 2018, the Company’s Board of Directors authorized a $5.0 million increase in the amount of shares of the Company’s common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2019 or (ii) the repurchase of $20.0 million in aggregate amount of the Company’s common stock.

On August 5, 2019, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) August 4, 2020 or (ii) the repurchase of $25.0 million in aggregate amount of our common stock.

On March 9, 2020, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) March 8, 2021 or (ii) the repurchase of $30.0 million in aggregate amount of our common stock.

On October 28, 2020, our Board of Directors authorized a $10.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2021 or (ii) the repurchase of $40.0 million in aggregate amount of our common stock.

On October 27, 2021, our Board of Directors approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2022 or (ii) the repurchase of $40.0 million in aggregate amount of our common stock.

On March 13, 2022, our Board of Directors authorized a $15.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2022 or (ii) the repurchase of $55.0 million in aggregate amount of our common stock.

The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities.

The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate us to acquire any specific number of shares of our common stock.

During the three and six months ended June 30, 2022, we repurchased 855,159 and 1,008,676 shares, respectively, of our common stock under the Share Repurchase Program.

During the three and six months ended June 30, 2021, the Company did not repurchase shares of common stock under the Share Repurchase Program.

As of June 30, 2022, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program was approximately $16.4 million.

(2) Includes purchases of our common stock made on the open market by or on behalf of any “affiliated purchaser,” as defined in Exchange Act Rule 10b-18(a)(3), of the Company.

July 1 through July 31, 2022

August 1 through August 31, 2022

September 1 through September 30, 2022

On August 8, 2022, the Company commenced a modified “Dutch Auction”

tender offer (the “Modified Dutch Auction Tender Offer”) to purchase up to 2,000,000 shares of its common stock from it’s stockholders,

which expired on September 2, 2022.

In accordance with the terms of the Modified Dutch Auction Tender Offer, the Company selected the

lowest price per share of not less than $6.00 per share and not greater than $7.00 per share.

Pursuant to the Modified Dutch Auction Tender Offer, the Company repurchased

2,000,000 shares, representing 6.6% of its outstanding shares, on or about September 12, 2022 at a price of $6.60 per share.

used available cash to fund the purchases of its shares of common stock in the Modified Dutch Auction Tender Offer and to pay for all

related fees and expenses.

(1) On August 8, 2017, we announced the $5.0 million discretionary open-market

Share Repurchase Program under which our Board of Directors authorized the repurchase of shares of our common stock in the open market

until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of our common stock.

On November 7,

2017, our Board of Directors authorized an extension of, and an increase in the amount of shares of our common stock that may be repurchased

under, the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $10.0 million in

aggregate amount of our common stock.

On May 3, 2018, the Company’s Board of Directors authorized an additional $5.0 million increase

in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier

of (i) November 6, 2018 or (ii) the repurchase of $15.0 million in aggregate amount of our common stock.

On November 1, 2018, the Company’s

Board of Directors authorized a $5.0 million increase in the amount of shares of the Company’s common stock that may be repurchased

under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2019 or (ii) the repurchase of $20.0 million in

aggregate amount of the Company’s common stock.

On August 5, 2019, our Board of Directors authorized a $5.0 million increase in

the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of

(i) August 4, 2020 or (ii) the repurchase of $25.0 million in aggregate amount of our common stock.

On March 9, 2020, our Board of Directors

authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase

Program until the earlier of (i) March 8, 2021 or (ii) the repurchase of $30.0 million in aggregate amount of our common stock.

28, 2020, our Board of Directors authorized a $10.0 million increase in the amount of shares of our common stock that may be repurchased

under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2021 or (ii) the repurchase of $40.0 million in

aggregate amount of our common stock.

On October 27, 2021, our Board of Directors approved an extension of the Share Repurchase Program

until the earlier of (i) October 31, 2022 or (ii) the repurchase of $40.0 million in aggregate amount of our common stock.

2022, our Board of Directors authorized a $15.0 million increase in the amount of shares of our common stock that may be repurchased under

the discretionary Share Repurchase Program until the earlier of (i) October 31, 2022 or (ii) the repurchase of $55.0 million in aggregate

amount of our common stock.

On October 19, 2022, the Company’s Board of Directors approved an extension of the Share Repurchase Program

until the earlier of (i) October 31, 2023 or (ii) the repurchase of $55.0 million in aggregate amount of the Company’s common stock.

timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment

opportunities.

The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate

us to acquire any specific number of shares of our common stock.

During the three and nine months ended September 30, 2022, we repurchased

0 and 1,008,676 shares, respectively, of our common stock under the Share Repurchase Program.

During the three and nine months ended September

30, 2021, the Company did not repurchase shares of common stock under the Share Repurchase Program.

As of September 30, 2022, the dollar

value of shares that remained available to be purchased by the Company under the Share Repurchase Program was approximately $16.4 million.

purchases of our common stock made on the open market by or on behalf of any “affiliated

purchaser,” as defined in Exchange Act Rule 10b-18(a)(3), of the Company.

Defaults Upon Senior Securities

Mine Safety Disclosures

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities