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Stockholders' Equity and Equity Compensation Plans
6 Months Ended
Jun. 30, 2017
Stockholders Equity Note [Abstract]  
Stockholders' Equity and Equity Compensation Plans

8. STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION PLANS

Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board, authorizing us to repurchase our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”). During the six months ended June 30, 2017 and 2016 we repurchased 0.3 million shares of our common stock for $10.5 million (weighted-average price of $41.00 per share) and 0.3 million shares of our common stock for $9.5 million (weighted-average price of $36.07 per share), respectively, under a SEC Rule 10b5-1 Plan.  

As of June 30, 2017, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 6.5 million shares.

Stock Repurchases for Tax Withholdings. In addition to the above mentioned stock repurchases, during the six months ended June 30, 2017 and 2016, we repurchased and then cancelled 0.2 million shares of common stock for $6.3 million and 0.3 million shares of common stock for $10.0 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 second quarter of 2017, the Board approved a quarterly cash dividend of $0.1975 per share of common stock, totaling $6.7 million. During the second quarter of 2016, the Board approved a quarterly cash dividend of $0.185 per share of common stock, totaling $6.0 million. Dividends declared for the six months ended June 30, 2017 and 2016 totaled $13.4 million and $12.0 million, respectively.

Warrants.  In 2014, in conjunction with the execution of an amendment to our current agreement with Comcast Corporation (“Comcast”), we issued stock warrants (the “Warrant Agreement”) for the right to purchase up to approximately 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 based on various milestones. The Stock Warrants have a 10-year term and an exercise price of $26.68 per warrant.        

Upon vesting, the Stock Warrants are recorded as a client incentive asset with the corresponding offset to stockholders’ equity.  The client incentive asset related to the Stock Warrants is amortized as a reduction in cloud and related solutions revenues over the remaining term of the Comcast amended agreement.  As of June 30, 2017, we recorded a client incentive asset related to these Stock Warrants of $16.0 million and have amortized $6.6 million as a reduction in cloud and related solutions revenues.  The remaining unvested Stock Warrants will be accounted for as client incentive assets in the period the performance conditions necessary for vesting have been met.  

As of December 31, 2016, approximately 1.4 million Stock Warrants had vested.  In January 2017, Comcast exercised approximately 1.4 million vested Stock Warrants, which we net share settled under the provisions of the Warrant Agreement (discussed further in Treasury Shares below).  As of June 30, 2017, approximately 1.5 million Stock Warrants remain issued, none of which were vested.

Treasury Stock.  In January 2017, we net share settled the exercise of 1.4 million vested Stock Warrants noted above by delivering 649,221 of our common shares from treasury stock, which had a fair value of $31.5 million. The carrying value of the shares of treasury stock delivered was $15.4 million (weighted-average price of $23.66 per share).  The difference between the carrying amount of the treasury shares and the $16.0 million carrying amount of the common stock warrants was recorded as an adjustment to additional paid-in capital.

In March 2017, we net share settled the portion of the conversion obligation in excess of the par value related to our 2010 Convertible Notes by delivering 694,240 of our common shares from treasury stock.  The carrying value of the shares of treasury stock delivered was $16.5 million (weighted average price of $23.71 per share).  The difference between the carrying amount of the treasury shares and the $28.8 million carrying amount of the conversion obligation on the settlement date was recorded as an adjustment to additional paid-in capital.

Stock-Based Awards. A summary of our unvested restricted common stock activity during the second quarter is as follows (shares in thousands):

 

 

 

Quarter Ended

 

 

Six Months Ended

 

 

 

 

June 30, 2017

 

 

June 30, 2017

 

 

 

 

Shares

 

 

Weighted-

Average

Grant

Date Fair Value

 

 

Shares

 

 

Weighted-

Average

Grant

Date Fair Value

 

 

Unvested awards, beginning

 

 

1,419

 

 

$

34.90

 

 

 

1,394

 

 

$

31.26

 

 

Awards granted

 

 

2

 

 

 

40.55

 

 

 

475

 

 

 

39.49

 

 

Awards forfeited/cancelled

 

 

(11

)

 

 

34.63

 

 

 

(20

)

 

 

33.44

 

 

Awards vested

 

 

(19

)

 

 

34.65

 

 

 

(458

)

 

 

28.61

 

 

Unvested awards, ending

 

 

1,391

 

 

$

34.92

 

 

 

1,391

 

 

$

34.92

 

 

 

Included in the awards granted during the six months ended June 30, 2017 are performance-based awards for 0.1 million restricted common stock shares issued to members of executive management and certain key employees, which vest in equal installments over three years upon meeting either pre-established financial performance objectives or pre-established total shareholder return objectives. The performance-based awards become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

All other restricted common stock shares granted during the quarter and six months ended June 30, 2017 are time-based awards, which vest annually over four 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, and the subsequent involuntary termination of employment.

We recorded stock-based compensation expense for the second quarters of 2017 and 2016 of $6.0 million and $5.6 million, respectively, and for the six months ended June 30, 2017 and 2016 of $11.6 million and $12.1 million, respectively.