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Stockholders' Equity
12 Months Ended
Dec. 31, 2019
Stockholders Equity Note [Abstract]  
Stockholders' Equity

12.

Stockholders’ Equity

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 2019, 2018, and 2017, we repurchased 576,000 shares of our common stock for $25.5 million (weighted–average price of $44.17 per share), 704,000 shares of our common stock for $27.6 million (weighted-average price of $39.23 per share), and 500,000 shares of our common stock for $20.5 million (weighted-average price of $41.10 per share), respectively, under a Securities and Exchange Commission (“SEC”) Rule 10b5-1 Plan.

As of December 31, 2019, the remaining number of shares available for repurchase under the Stock Repurchase Program totaled 5.0 million shares.  

Stock Repurchases for Tax Withholdings.  In addition to the above mentioned stock repurchases, during 2019, 2018, and 2017, we repurchased and then cancelled approximately 117,000 shares, 159,000 shares, and 249,000 shares for $5.1 million, $7.4 million, and $10.1 million, respectively, of common stock from our employees in connection with minimum tax withholding requirements resulting from the vesting of restricted stock under our stock incentive plans.

Cash Dividend.  During 2019, 2018, and 2017 our Board approved total cash dividends of $0.89 per share, $0.84 per share, and $0.79 per share of common stock, totaling $29.4 million, $28.1 million, and $26.8 million, respectively.

Warrants.  In 2014, in conjunction with the execution of an amendment to our current agreement with 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 new customer accounts onto our ACP cloud solution.   The Stock Warrants have a 10-year term and an exercise price of $26.68 per warrant.  

Of the total Stock Warrants, 1.9 million Stock Warrants relate to Comcast’s existing residential business and vested as follows:

 

The first 25% of these Stock Warrants (approximately 0.5 million) vested upon the successful conversion of the first 0.5 million customer accounts, which occurred during the fourth quarter of 2014.

 

The next 25% of these Stock Warrants had a time-based vesting provision and vested in January 2015.

 

The next 25% of these Stock Warrants vested after a cumulative total of 5.5 million customer accounts were converted onto ACP, which occurred in the fourth quarter of 2016.

 

Of the last 25% of these Stock Warrants, 0.4 million vested upon completion of the conversion of all of Comcast’s approximately eleven million residential customer accounts onto ACP in the fourth quarter of 2017.  

The remaining 1.0 million Stock Warrants relate to additional residential accounts that Comcast may acquire and convert onto ACP in the future and vest proportionately with acquired customer accounts converted onto ACP from other providers’ billing platforms, with full vesting based on a target of five million newly converted customer accounts.

Fifty percent of the unvested Stock Warrants become fully vested upon a fundamental change (including a change in control) of the Company, as defined, proportionally reducing the number of Stock Warrants eligible for vesting based on future performance conditions.

Once vested, Comcast may exercise the Stock Warrants and elect either physical delivery of common shares or net share settlement (cashless exercise).  Alternatively, the exercise of the Stock Warrants may be settled with cash based solely on our approval, or if Comcast were to beneficially own or control in excess of 19.99% of the common stock or voting of the Company.   

Upon vesting, the Stock Warrants were recorded as a client contract cost asset, as determined using the Black-Scholes option-pricing model, with the corresponding offset to stockholders’ equity.  The client contract cost asset related to the Stock Warrants was amortized as a reduction in cloud and related solutions revenues over the original term of the Comcast amended agreement.  As of June 30, 2019, the client contract cost asset related to these Stock Warrants was fully amortized.  As of December 31, 2018, the client contact cost asset and accumulated amortization related to these Stock Warrants was $25.1 million and $19.8 million, respectively.

The remaining unvested Stock Warrants will be accounted for as a client contract cost asset once the performance conditions necessary for vesting are considered probable.  

In January 2017, Comcast exercised 1.4 million vested Stock Warrants, which we net share settled under the provisions of the Warrant Agreement.  In December 2019, Comcast exercised their remaining 0.4 million of vested Stock Warrants, which we net cash settled under the provision of the Warrant Agreement.  The fair value of the Stock Warrants were $24.6 million (weighted-average price of $56.12 per share), resulting in a net cash settlement of $12.9 million.  The difference between the net cash settlement and the $9.1 million carrying amount of the Stock Warrants was recorded as an adjustment to additional paid-in capital.  As of December 31, 2019, 1.0 million Stock Warrants remain issued, none of which were vested.