Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
On May 9, 2024, we issued an aggregate of 2,130 shares of our common stock to non-employee members of our Board of Directors who elected to receive a portion of their annual director retainer in Company stock. These shares were valued based on the closing market price per share of our common stock of $17.60 on May 9, 2024, for an aggregate value of $37,488. The shares were issued to our non-employee directors in private transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Repurchases of Equity Securities
The Company’s stock repurchase program has been extended and expanded several times, most recently in July 2023, when the Board of Directors reauthorized 500,000 shares of common stock for repurchase under the initial September 2011 authorization. Since the reauthorization, the Company has repurchased 25,984 shares of its common stock under this repurchase program.
On April 24, 2024, the Company commenced a tender offer to repurchase up to 550,000 shares of the Company’s outstanding common stock at a price of not greater than $18.00 nor less than $15.50 per share. Following the expiration of the tender offer on May 22, 2024, the Company accepted 284,206 shares of its common stock for purchase at $18.00 per share, at an aggregate purchase price of approximately $5.1 million, excluding fees and expenses related to the offer. The Company funded the purchase of the accepted shares tendered with available cash and accounted for the repurchase of these shares as treasury stock on the Company’s condensed consolidated balance sheet as of June 30, 2024.
The following table summarizes the Company’s common stock repurchases during the second quarter of 2024. No shares were purchased during the quarter other than through this program or through the 2024 tender offer, and all purchases were made by or on behalf of the Company and not by any “affiliated purchaser.”
Issuer Purchases of Equity Securities
Period
Total number
of shares
purchased
Average
price paid
per share
Total number of
shares purchased
as part of publicly
announced plans
or programs
Maximum number
of shares that may
yet be purchased
under the plans or
programs (1)
April 1-30, 2024
-
-
-
475,066
May 1-31, 2024
284,206
(2)
18.00
-
475,066
June 1-30, 2024
1,050
16.25
1,050
474,016
Total
285,256
$
17.99
1,050
(1)
The Company’s stock repurchase program does not have an expiration date.
(2)
Consists of shares purchased pursuant to the 2024 tender offer.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.