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Stockholders' Equity and Equity Compensation Plans | 9 Months Ended
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Sep. 30, 2023
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 quarter and nine months ended September 30, 2023, we repurchased approximately 1,991,000 shares of our common stock for $107.0 million (weighted-average price of $53.73 per share). During the third quarter of 2022 we repurchased approximately 488,000 shares of our common stock for $27.9 million (weighted-average price of $57.27 per share), and during the nine months ended September 30, 2022 we repurchased approximately 1,114,000 shares of our common stock for $65.5 million (weighted-average price of $58.80 per share), respectively. The repurchases during third quarter of 2023 were executed as follows: • In August 2023, we entered into an SEC Rule 10b5-1 Plan under which we repurchased approximately 275,000 shares of our common stock for $15.0 million (weighted-average price of $54.65 per share). This plan was terminated by us in early September 2023. • In September 2023, and concurrent with the pricing of the offering of the 2023 Convertible Notes, we repurchased approximately 1,680,000 million shares of our common stock for $90.1 million (weighted-average price of $53.62 per share) in privately negotiated transactions effected through one of the initial purchasers of the offering or its affiliate, as our agent. • In September 2023, we entered into a second SEC Rule 10b5-1 Plan under which we repurchased approximately 36,000 shares of our common stock for $1.9 million (weighted-average price of $52.13 per share). This plan will remain in effect, unless terminated by us or by the provisions of the plan, through the earlier of: (i) December 31, 2024; or (ii) when an aggregate purchase price of $100.0 million of our common stock is repurchased under the plan. As part of the 2022 Inflation Reduction Act, effective January 1, 2023, a one percent excise tax is imposed on net share repurchases during the year. As of September 30, 2023, we accrued $0.9 million for the excise tax which is included as a cost of treasury stock, however this is not reflected in the share repurchase amounts above. As of September 30, 2023, the total remaining number of shares available for repurchase pursuant to the prior authorization (as defined below) under the Stock Repurchase Program totaled 0.1 million shares. In August 2023, our Board authorized an additional $100.0 million of repurchases under the Stock Repurchase Program in addition to, and after the repurchase of, the remaining 0.1 million shares under the prior authorization. Stock Repurchases for Tax Withholdings. In addition to the above-mentioned stock repurchases, during the third quarters of 2023 and 2022, we repurchased and then cancelled approximately 3,000 shares of common stock for $0.1 million and approximately 7,000 shares of common stock for $0.4 million, respectively, and during the nine months ended September 30, 2023 and 2022 we repurchased and then cancelled approximately 171,000 shares of common stock for $9.6 million and approximately 132,000 shares of common stock for $8.4 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 August 2023, we increased the number of shares of our common stock authorized and reserved for issuance under the Amended and Restated 2005 Stock Incentive Plan by 2.9 million shares to a total of 27.9 million shares. This increase was approved by our stockholders at our 2023 Annual Meeting. Cash Dividends. During the third quarter of 2023, our Board approved a quarterly cash dividend of $0.28 per share of common stock, totaling $8.7 million. 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. Dividends declared for the nine months ended September 30, 2023 and 2022 totaled $26.4 million and $25.4 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 solutions 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, 2023, 1.0 million Stock Warrants remain issued, none of which have 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, 2023 is as follows (shares in thousands):
|  | Quarter Ended |  |  | Nine Months Ended |  |
|  | September 30, 2023 |  |  | September 30, 2023 |  |
|  | Shares |  |  | Weighted- Average Grant Date Fair Value |  |  | Shares |  |  | Weighted- Average Grant Date Fair Value |  |
Unvested awards, beginning |  |  | 1,334 |  |  | $ | 53.44 |  |  |  | 1,147 |  |  | $ | 53.34 |  |
Awards granted |  |  | 13 |  |  |  | 53.29 |  |  |  | 701 |  |  |  | 51.69 |  |
Awards forfeited/cancelled |  |  | (69 | ) |  |  | 53.07 |  |  |  | (99 | ) |  |  | 53.30 |  |
Awards vested |  |  | (9 | ) |  |  | 53.17 |  |  |  | (480 | ) |  |  | 50.30 |  |
Unvested awards, ending |  |  | 1,269 |  |  | $ | 53.46 |  |  |  | 1,269 |  |  | $ | 53.46 |  |
Included in the awards granted during the nine months ended September 30, 2023 are awards issued to members of executive management and certain key employees in the form of: (i) performance-based awards of approximately 134,000 restricted common stock shares, which vest in the first quarter of 2025 upon meeting certain pre-established financial performance objectives over a two-year performance period; and (ii) market-based awards of approximately 45,000 restricted common stock shares, which vest in the first quarter of 2026 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, 2023 are primarily time-based awards, which vest annually over two to 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 2023 and 2022 of $7.2 million and $8.7 million, respectively, and for the nine months ended September 30, 2023 and 2022 of $21.3 million and $20.8 million, respectively.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent + Details
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