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Stockholders' Equity
 9 Months Ended
Sep. 30, 2015
Equity [Abstract]  
Stockholders' Equity

7. Stockholders’ Equity

Common Stock

The following table summarizes the activity relating to shares of the Company’s common stock and contingently redeemable common stock during the nine months ended September 30, 2015 (in thousands):

  

 

Issued

 

 

Treasury

 

 

Outstanding

 

 

Shares

 

 

Shares

 

 

Shares

 

Balance, as of December 31, 2014

 

44,769

 

 

 

(9,667

)

 

 

35,102

 

Shares repurchased

 

—

 

 

 

(300

)

 

 

(300

)

Options exercised

 

745

 

 

 

—

 

 

 

745

 

Restricted stock grants

 

615

 

 

 

—

 

 

 

615

 

Shares acquired through cashless exercise (1)

 

—

 

 

 

(534

)

 

 

(534

)

Shares cancelled

 

(534

)

 

 

534

 

 

 

—

 

Balance, as of September 30, 2015

 

45,595

 

 

 

(9,967

)

 

 

35,628

 

 

(1)

All shares acquired represent shares tendered to cover the strike price for options and tax withholdings on the intrinsic value of options exercised or restricted stock vested. These shares have been cancelled by the Company.

 

In June 2015, UIH repurchased 200,000 shares of its common stock at market price from Ananke Catastrophe Investments Limited, an affiliate of Nephila Capital Ltd., in a privately negotiated transaction for a total cost of $5.1 million.

 

In September 2015, UIH announced that its Board of Directors authorized a share repurchase program under which UIH may repurchase in the open market in compliance with Exchange Act Rule 10b-18 up to $10 million of its outstanding shares of common stock through December 31, 2016. UIH repurchased 100,000 shares, at an aggregate price of $2.6 million, pursuant to such repurchase program through September 30, 2015.

 

Preferred Stock

In June 2015, UIH entered into an agreement to repurchase 2,000 shares of UIH Series M Convertible Preferred Stock owned by Bradley I. Meier, the Company’s former Chairman, President and Chief Executive Officer, at a total cost of $257 thousand. The repurchase constituted all of the outstanding shares of Series M Convertible Preferred Stock and such shares were retired and cancelled.

Dividends

On January 13, 2015, UIH declared a cash dividend of $0.12 per share on its outstanding common stock paid on March 2, 2015, to the shareholders of record at the close of business on February 18, 2015.

On April 13, 2015, UIH declared a cash dividend of $0.12 per share on its outstanding common stock paid on July 2, 2015, to the shareholders of record at the close of business on June 18, 2015.

On August 31, 2015, UIH declared a cash dividend of $0.12 per share on its outstanding common stock paid on October 8, 2015, to the shareholders of record at the close of business on September 23, 2015.

Contingently Redeemable Common Stock

On December 2, 2014, UIH sold 1,000,000 registered shares of its common stock at a price of $19.00 per share, in a privately negotiated transaction, to Ananke Catastrophe Investments Ltd. (“Ananke”), an affiliate of Nephila Capital Ltd., which is subject to certain holding period restrictions.  

The shares sold to Ananke had been subject to a redemption option, conditioned on a covered loss index swap being triggered for payment.  

On February 19, 2015, the Company entered into an amended agreement with Ananke to delete, in its entirety effective December 2, 2014, the provision giving rise to the redemption.  This modification resulted in classification of the common shares in permanent equity on the date of the amendment.  No consideration was exchanged with the amendment since both parties agreed that, given the remote possibility of the redemption to occur, the value of the redemption feature was de-minimis.  The effects of the amendment were recorded during the quarter ended March 31, 2015.  The following table has been provided to illustrate pro-forma effect of the amendment had it been in place as of December 31, 2014.  

 

 

 

December 31, 2014

 

 

 

As Reported

 

 

PRO-FORMA Adjustment Unaudited

 

 

PRO-FORMA Unaudited

 

Total assets

 

$

911,774

 

 

 

—

 

 

$

911,774

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

692,858

 

 

 

—

 

 

 

692,858

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingently redeemable common stock

 

 

19,000

 

 

 

(19,000

)

 

 

—

 

STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative convertible preferred stock, $.01 par value

 

 

—

 

 

 

—

 

 

 

—

 

Common stock, $.01 par value

 

 

448

 

 

 

—

 

 

 

448

 

Treasury shares, at cost

 

 

(62,153

)

 

 

—

 

 

 

(62,153

)

Additional paid-in capital

 

 

40,987

 

 

 

19,000

 

 

 

59,987

 

Accumulated other comprehensive income (loss), net of taxes

 

 

(1,835

)

 

 

—

 

 

 

(1,835

)

Retained earnings

 

 

222,469

 

 

 

—

 

 

 

222,469

 

Total stockholders' equity

 

 

199,916

 

 

 

19,000

 

 

 

218,916

 

Total liabilities, contingently redeemable common stock

    and stockholders' equity

 

$

911,774

 

 

 

—

 

 

$

911,774