Quarterly report pursuant to Section 13 or 15(d)

STOCKHOLDERS??? EQUITY

v3.23.1
STOCKHOLDERS’ EQUITY
 3 Months Ended
Mar. 31, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY
Common Stock
Subject to the prior rights of the holders of any preferred stock, the holders of common stock are entitled to receive dividends out of the funds legally available at the times and in the amounts determined by the Company's Board of Directors. Each holder of Class A common stock is entitled to one vote for each share of Class A common stock held and each holder of Class B common stock is entitled to twenty votes for each share of Class B common stock held. After the full preferential amounts due to preferred stockholders have been paid or set aside, the remaining assets of the Company available for distribution to its stockholders, if any, are distributed to the holders of common stock ratably in proportion to the number of shares of common stock then held by each such holder. None of the Company’s common stock is entitled to preemptive rights or subject to redemption. With the exception of the conversion of the Class B common stock into Class A common stock as described below, the Company’s common stock is not convertible into any other shares of the Company’s capital stock.
The shares of Class B common stock are subject to a “sunset” provision if any member of the Founder Group transfers shares of Class B common stock outside the Founder Group (except for certain permitted transfers). In the event of such non-permitted transfers, any share transferred will automatically convert into shares of Class A common stock. In addition, the outstanding shares of Class B common stock will be subject to a “sunset” provision by which all outstanding shares of Class B common stock will automatically convert into shares of Class A common stock (i) if holders representing a majority of the Class B common stock vote to convert the Class B common stock into Class A common stock, (ii) if the Founder Group and its permitted transferees collectively no longer beneficially own at least 20% of the number of shares of Class B common stock collectively held by the Founder Group as of the closing of the Acies Merger, or (iii) on the nine-month anniversary of the Founder’s death or disability, unless such date is extended by a majority of independent directors of the Company.
Accumulated Other Comprehensive Loss
The following tables shows a summary of changes in accumulated other comprehensive income (loss):
Currency
Translation
Adjustment		 Total Accumulated
Other Comprehensive
Loss
Balance as of December 31, 2022 $ (151) $ (151)
Foreign currency translation 57  57 
Balance as of March 31, 2023 $ (94) $ (94)

Currency
Translation
Adjustment		 Total Accumulated
Other Comprehensive
Income (Loss)
Balance as of December 31, 2021 $ 393  $ 393 
Foreign currency translation (6) (6)
Balance as of March 31, 2022 $ 387  $ 387 
Stock Repurchase Program
On November 10, 2021, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to purchase up to $50.0 million of the Company’s Class A common stock over a period of 12 months. On November 2, 2022, the Company's Board of Directors extended such period for an additional 12 months until November 10, 2023. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations.
As of March 31, 2023, the Company has acquired 2.4 million shares of its Class A common stock under this program at an aggregate value of $10.0 million and an average of $4.13 per share. Repurchased shares were held in treasury. The remaining availability under the November 2022 $50.0 million stock repurchase program was $40.0 million as of March 31, 2023.
From April 1, 2023 through May 8, 2023, the Company acquired 1.3 million shares of its Class A common stock under this program at an aggregate value of $5.7 million and an average of $4.24 per share. Repurchased shares were held in treasury.