Shareholders’ Equity

3 Months Ended

Mar. 31, 2020

Stockholders' Equity Note [Abstract]

Common Stock

As of March 31, 2020 and December 31, 2019, we had 195,000,000 shares of common stock, $0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 96,647,486 shares were issued and 89,460,965 shares were outstanding at March 31, 2020; 96,372,182 shares were issued and 89,185,661 shares were outstanding at December 31, 2019.

The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock which are currently outstanding, including our Series A Convertible Preferred Stock, or which we may designate and issue in the future.

Preferred Stock

As of March 31, 2020 and December 31, 2019, we had 5,000,000 shares of preferred stock, $0.01 par value per share, authorized under our Restated Certificate of Incorporation. In 2008, we issued 160,000 shares of our Series A Convertible Preferred Stock. Glencore holds all of the issued and outstanding Series A Convertible Preferred Stock. At March 31, 2020 and December 31, 2019, there were 66,141 and 67,323 shares of Series A Convertible Preferred Stock outstanding, respectively.

The issuance of common stock under our stock incentive programs, debt exchange transactions and any stock offering that excludes Glencore participation triggers anti-dilution provisions of the preferred stock agreement and results in the automatic conversion of Series A Convertible Preferred Stock shares into shares of common stock. The conversion ratio of preferred to common shares is 100 shares of common stock for each share of preferred stock.

The Common and Preferred Stock table below contains additional information about preferred stock conversions during the three months ended March 31, 2020 and 2019.



	Preferred stock		Common stock
Common and Preferred Stock Activity (in shares):	Series A Convertible		Treasury	Outstanding
Beginning balance as of December 31, 2019	67,323		7,186,521	89,185,661
Conversion of convertible preferred stock	(1,182	)	—	118,146
Issuance for share-based compensation plans	—		—	157,158
Ending balance as of March 31, 2020	66,141		7,186,521	89,460,965

Beginning balance as of December 31, 2018	71,967		7,186,521	88,103,440
Conversion of convertible preferred stock	(3,023	)	—	302,255
Issuance for share-based compensation plans	—		—	402,062
Ending balance as of March 31, 2019	68,944		7,186,521	88,807,757

Stock Repurchase Program

In 2011, our Board of Directors authorized a $60.0 million common stock repurchase program and during the first quarter of 2015, our Board of Directors increased the size of the program by $70.0 million. Under the program, Century is authorized to repurchase up to $130.0 million of our outstanding shares of common stock, from time to time, on the open market at prevailing market prices, in block trades or otherwise. The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors. The stock repurchase program may be suspended or discontinued at any time.

Shares of common stock repurchased are recorded at cost as treasury stock and result in a reduction of shareholders’ equity in the consolidated balance sheets. From time to time, treasury shares may be reissued as contributions to our employee benefit plans and for the conversion of convertible preferred stock. When shares are reissued, we use an average cost method for determining cost. The difference between the cost of the shares and the reissuance price is added to or deducted from additional paid-in capital.

We have repurchased 7,186,521 shares of common stock under the program for an aggregate purchase price of $86.3 million. We have made no repurchases since April 2015 and we have $43.7 million remaining under the repurchase program authorization as of March 31, 2020.