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Stockholders' Equity and Equity Compensation Plans
9 Months Ended
Sep. 30, 2022
Stockholders' Equity Note [Abstract]  
Stockholders' Equity and Equity Compensation Plans

9. STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION PLANS

Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board, authorizing us to repurchase shares of our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”). During the third quarters of 2022 and 2021 we repurchased approximately 488,000 shares of our common stock for $27.9 million (weighted-average price of $57.27 per share) and approximately 143,000 shares of our common stock for $6.7 million (weighted-average price of $46.66 per share), respectively, and during the nine months ended September 30, 2022 and 2021 we repurchased approximately 1,114,000 shares of our common stock for $65.5 million (weighted-average price of $58.80 per share), and approximately 438,000 shares of our common stock for $20.1 million (weighted-average price of $46.04 per share), respectively, under a SEC Rule 10b5-1 Plan.

As of September 30, 2022, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 2.5 million shares.

Stock Repurchases for Tax Withholdings. In addition to the above-mentioned stock repurchases, during the third quarters of 2022 and 2021, we repurchased and then cancelled approximately 7,000 shares of common stock for $0.4 million and approximately 2,000 shares of common stock for $0.1 million, respectively, and during the nine months ended September 30, 2022 and 2021 we repurchased and then cancelled approximately 132,000 shares of common stock for $8.4 million and approximately 115,000 shares of common stock for $5.5 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Cash Dividends. During the third quarter of 2022, our Board approved a quarterly cash dividend of $0.265 per share of common stock, totaling $8.4 million. During the third quarter of 2021, our Board approved a quarterly cash dividend of $0.25 per share of common stock, totaling $8.1 million. Dividends declared for the nine months ended September 30, 2022 and 2021 totaled $25.4 million and $24.5 million, respectively.

 

Warrants. In 2014, in conjunction with the execution of an amendment to our agreement with Comcast Corporation (“Comcast”), we issued stock warrants (the “Warrant Agreement”) for the right to purchase up to 2.9 million shares of our common stock (the “Stock Warrants”) as an additional incentive for Comcast to convert customer accounts onto our Advanced Convergent Platform (“ACP”) based on various milestones. The Stock Warrants have a ten-year term and an exercise price of $26.68 per warrant.

As of September 30, 2022, 1.0 million Stock Warrants remain issued, none of which were vested. The remaining unvested Stock Warrants will be accounted for as a customer contract cost asset once the performance conditions necessary for vesting are considered probable.

Stock-Based Awards. A summary of our unvested restricted common stock activity during the quarter and nine months ended September 30, 2022 is as follows (shares in thousands):

 

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

 

 

September 30, 2022

 

 

September 30, 2022

 

 

 

 

Shares

 

 

Weighted-
Average
Grant
Date Fair
Value

 

 

Shares

 

 

Weighted-
Average
Grant
Date Fair Value

 

 

Unvested awards, beginning

 

 

1,265

 

 

$

53.27

 

 

 

1,206

 

 

$

45.22

 

 

Awards granted

 

 

17

 

 

 

57.02

 

 

 

553

 

 

 

63.41

 

 

Awards forfeited/cancelled

 

 

(67

)

 

 

56.07

 

 

 

(162

)

 

 

51.90

 

 

Awards vested

 

 

(24

)

 

 

54.72

 

 

 

(406

)

 

 

44.50

 

 

Unvested awards, ending

 

 

1,191

 

 

$

53.22

 

 

 

1,191

 

 

$

53.22

 

 

Included in the awards granted during the nine months ended September 30, 2022 are awards issued to members of executive management and certain key employees in the form of: (i) performance-based awards of approximately 121,000 restricted common stock shares, which vest in the first quarter of 2024 upon meeting certain pre-established financial performance objectives over a two-year performance period; and (ii) market-based awards of approximately 40,000 restricted common stock shares, which vest in the first quarter of 2025 upon meeting a relative total shareholder return performance achievement tier. Certain of these awards become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

The other restricted common stock shares granted during the nine months ended September 30, 2022 are primarily time-based awards, which vest annually over three years with no restrictions other than the passage of time. Certain shares of the restricted common stock become fully vested upon a change in control, as defined, involuntary terminations of employment, or death.

We recorded stock-based compensation expense for the third quarters of 2022 and 2021 of $8.7 million and $4.9 million, respectively, and for the nine months ended September 30, 2022 and 2021 of $20.8 million and $15.3 million, respectively.