v2.4.0.8
Stockholders' Equity and Stock-Based Compensation Stockholders' Equity and Stock-Based Compensation (Note)
 6 Months Ended
Jun. 30, 2014
Stockholders' Equity Note [Abstract]  
Stockholders' Equity and Stock-Based Compensation Note [Text Block]
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION
Common Stock
The Company's Certification of Incorporations authorizes three classes of common stock: Class A common stock, Class B common stock and common stock. No shares of common stock will be issued or outstanding until October 31, 2016, at which time all outstanding shares of Class A common stock and Class B common stock will automatically convert into shares of common stock. In addition, the Company's Certification of Incorporation authorizes shares of undesignated preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Board.
Share Repurchase Programs
The Board has authorized the Company to purchase up to $300 million of its outstanding Class A common stock through August 2015. The timing and amount of any share repurchases is determined based on market conditions, share price and other factors, and the program may be discontinued or suspended at any time. During the three and six months ended June 30, 2014, the Company purchased 17,228,792 shares and 20,304,492 shares, respectively, of Class A common stock for an aggregate purchase price of $106.0 million and $135.5 million (including fees and commissions), respectively, under the share repurchase program. As of June 30, 2014, up to $118.0 million of Class A common stock remains available for repurchase under the share repurchase program.
Groupon, Inc. Stock Plans
The Groupon, Inc. Stock Plans (the "Plans") are administered by the Compensation Committee of the Board, which determines the number of awards to be issued, the corresponding vesting schedule and the exercise price for options. As of June 30, 2014, 46,569,481 shares were available for future issuance under the Plans.
The Company recognized stock-based compensation expense of $31.7 million and $32.4 million for the three months ended June 30, 2014 and 2013, respectively, and $55.4 million and $62.4 million for the six months ended June 30, 2014 and 2013, respectively, related to stock awards issued under the Plans, acquisition-related awards and subsidiary awards. The Company also capitalized $2.8 million and $2.1 million of stock-based compensation for the three months ended June 30, 2014 and 2013, respectively, and $5.1 million and $4.7 million of stock-based compensation for the six months ended June 30, 2014 and 2013, respectively, in connection with internally-developed software.
As of June 30, 2014, a total of $240.5 million of unrecognized compensation costs related to unvested stock awards and unvested acquisition-related awards are expected to be recognized over a remaining weighted average period of 1.4 years.
Employee Stock Purchase Plan
The Company is authorized to grant up to 10,000,000 shares of common stock under its employee stock purchase plan ("ESPP"). For the six months ended June 30, 2014 and 2013, 333,824 and 271,402 shares of common stock were issued under the ESPP, respectively.
Stock Options
The table below summarizes the stock option activity for the six months ended June 30, 2014:
 
 
Options
 
Weighted- Average Exercise Price
 
Weighted- Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value
(in thousands) (1)
Outstanding at December 31, 2013
 
3,355,054

 
$
1.11

 
6.04
 
$
35,742

    Exercised
 
(569,374
)
 
$
1.10

 
 
 
 
    Forfeited
 
(11,710
)
 
$
2.27

 
 
 
 
Outstanding at June 30, 2014
 
2,773,970

 
$
1.10

 
5.53
 
$
15,320

 
 
 
 
 
 
 
 
 
Exercisable at June 30, 2014
 
2,686,103

 
$
1.05

 
5.51
 
$
14,971

(1)
The aggregate intrinsic value of options outstanding and exercisable represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each period and the exercise price, multiplied by the number of options where the fair value exceeds the exercise price) that would have been received by the option holders had all option holders exercised their options as of June 30, 2014 and December 31, 2013, respectively.
Restricted Stock Units
The table below summarizes activity regarding unvested restricted stock units under the Plans for the six months ended June 30, 2014:
 
 
Restricted Stock Units
 
Weighted- Average Grant Date Fair Value (per share)
Unvested at December 31, 2013
 
41,648,055

 
$
8.06

    Granted
 
18,257,977

 
$
8.17

    Vested
 
(8,107,006
)
 
$
7.71

    Forfeited
 
(7,556,342
)
 
$
8.21

Unvested at June 30, 2014
 
44,242,684

 
$
8.17


Performance Share Units
The Company completed its acquisition of Ticket Monster on January 2, 2014, as described in Note 2 "Business Combinations," and approximately 2,000,000 performance share units were granted to certain key employees of that subsidiary. The vesting of these awards into shares of the Company's Class A common stock is contingent upon the subsidiary's achievement of specified financial targets over three annual performance periods for the years ending December 31, 2014, 2015 and 2016 and is subject to continued employment at the end of each performance period. If the financial targets for a performance period are not achieved, no shares will be issued for that performance period. The grant date fair value of the performance share units was $8.07 per share.
Restricted Stock Awards
The Company has granted restricted stock awards in connection with prior period business combinations. Compensation expense on these awards is recognized on a straight-line basis over the requisite service periods.
The table below summarizes activity regarding unvested restricted stock for the six months ended June 30, 2014:
 
 
Restricted Stock
 
Weighted- Average Grant Date Fair Value (per share)
Unvested at December 31, 2013
 
97,677

 
$
14.00

    Vested
 
(47,299
)
 
$
14.37

    Forfeited
 
(7,693
)
 
$
17.07

Unvested at June 30, 2014
 
42,685

 
$
15.84