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Stockholders' Equity and Equity Compensation Plans
9 Months Ended
Sep. 30, 2020
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 our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”).  During the third quarters of 2020 and 2019 we repurchased approximately 139,000 shares of our common stock for $5.5 million (weighted-average price of $39.93 per share) and approximately 92,000 shares of our common stock for $4.7 million (weighted-average price of $51.09 per share), respectively, and during the nine months ended September 30, 2020 and 2019 we repurchased approximately 290,000 shares of our common stock for $12.3 million (weighted-average price of $42.55 per share) and approximately 485,000 shares of our common stock for $20.6 million (weighted-average price of $42.37 per share), respectively, under a SEC Rule 10b5-1 Plan.  In early April 2020, we suspended stock repurchases under the Stock Repurchase Program and terminated our SEC Rule 10b5-1 Plan.  In September 2020, we entered into a new SEC Rule 10b5-1 Plan.  

As of September 30, 2020, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 4.7 million shares.

Stock Repurchases for Tax Withholdings. In addition to the above-mentioned stock repurchases, during the third quarters of 2020 and 2019 we repurchased and then cancelled approximately 4,000 shares of common stock for $0.1 million and approximately 4,000 shares of common stock for $0.2 million, respectively, and during the nine months ended September 30, 2020 and 2019 we repurchased and then cancelled approximately 163,000 shares of common stock for $7.8 million and approximately 112,000 shares of common stock for $4.7 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Stock Incentive Plan.  In May 2020, our stockholders approved an increase of 3.6 million shares authorized for issuance under the Amended and Restated 2005 Stock Incentive Plan, from 21.4 million shares to 25.0 million shares.

Cash Dividends.  During the third quarter of 2020, the Board approved a quarterly cash dividend of $0.235 per share of common stock, totaling $7.8 million.  During the third quarter of 2019, the Board approved a quarterly cash dividend of $0.2225 per share of common stock, totaling $7.3 million.  Dividends declared for the nine months ended September 30, 2020 and 2019 totaled $23.2 million and $22.0 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 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, 2020, 1.0 million Stock Warrants remain issued, none of which were vested.  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.

Stock-Based Awards. A summary of our unvested restricted common stock activity during the quarter and nine months ended September 30, 2020 is as follows (shares in thousands):

 

Quarter Ended

 

 

Nine Months Ended

 

 

 

September 30, 2020

 

 

September 30, 2020

 

 

 

Shares

 

 

Weighted-

Average

Grant

Date Fair Value

 

 

Shares

 

 

Weighted-

Average

Grant

Date Fair Value

 

 

Unvested awards, beginning

 

1,143

 

 

$

41.98

 

 

 

1,117

 

 

$

42.60

 

 

Awards granted

 

183

 

 

 

39.15

 

 

 

695

 

 

 

40.86

 

 

Awards forfeited/cancelled

 

(26

)

 

 

41.02

 

 

 

(54

)

 

 

41.82

 

 

Awards vested

 

(39

)

 

 

48.55

 

 

 

(497

)

 

 

43.72

 

 

Unvested awards, ending

 

1,261

 

 

$

41.39

 

 

 

1,261

 

 

$

41.39

 

 

 

Included in the awards granted during the nine months ended September 30, 2020 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 the first quarter of 2022 upon meeting certain pre-established financial performance objectives over a two-year performance period. Also, during the third quarter of 2020, market-based awards for 0.1 million restricted common stock shares were granted to certain members of

executive management which vest upon meeting pre-established share price targets over a four-year period.  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, 2020 are primarily time-based awards, which vest annually over two to 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, or death.

We recorded stock-based compensation expense for the third quarters of 2020 and 2019 of $4.0 million and $4.8 million, respectively, and for nine months ended September 30, 2020 and 2019 of $14.1 million and $13.3 million, respectively.

 

Modifications to Stock-Based Awards.  In August 2020, we entered into a Separation Agreement (the “Separation Agreement”), with our President and Chief Executive Officer (“CEO”) which includes a provision that accelerates the vesting of approximately 198,000 shares of unvested restricted stock at December 30, 2020, the resignation date.  This modification resulted in a reversal of stock-based compensation expense in the third quarter of 2020 of $2.7 million. The fair value of the modified award of $8.3 million is being recognized ratably from the date of modification through the resignation date, of which $2.3 million was recognized in the third quarter of 2020.