Stockholders’ Equity and Equity-Based Compensation

6 Months Ended

Jun. 30, 2019

Share-based Payment Arrangement [Abstract]

Stockholders’ Equity and Equity-Based Compensation

Stockholders’ Equity

Common Stock

During the six months ended June 30, 2019 and 2018, the Company issued approximately 198,000 and 240,000 shares of common stock, respectively, primarily related to the exercise of stock options and the vesting of Restricted Stock Units (“RSUs”).

Treasury Stock

In October 2015, the Company’s Board of Directors approved a share repurchase program, authorizing the Company to purchase up to $100 million of its common stock. In February 2017, the Company’s Board of Directors approved an increase to the share repurchase program, authorizing the Company to repurchase up to an additional $100 million of its outstanding common stock. During the six months ended June 30, 2019 and 2018, the Company did not repurchase any shares of its common stock under the share repurchase program. As of June 30, 2019, the Company had $100 million of remaining authorization for purchases under the share repurchase program.

The Company expects to fund future repurchases, if any, through a combination of cash on hand, cash generated by operations and future financing transactions, if appropriate. Accordingly, the share repurchase program is subject to the Company having available cash to fund repurchases. Under the program, management is authorized to purchase shares of the Company’s common stock from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors.

Equity-Based Compensation

The Company recognizes stock-based compensation expense for all share-based payment awards, including employee stock options and RSUs granted under the Company’s Amended and Restated 2012 Omnibus Equity Incentive Plan (the “2012 Plan”), based on the fair value of each award on the grant date.

The following table summarizes non-cash equity-based compensation expense, net of forfeitures, by financial statement line item included in the accompanying Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018 (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Cost of revenue	$	105	$	140	$	190	$	314
Sales and marketing	675		715		1,257		1,142
Product development	1,252		1,738		2,427		3,215
General and administrative	5,719		3,836		8,501		7,364
Total	$	7,751	$	6,429	$	12,375	$	12,035

The following table summarizes non-cash equity-based compensation expense, net of forfeitures, by award type included in the accompanying Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018 (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Stock options	$	2,176	$	1,500	$	3,067	$	2,966
RSUs	5,575		4,929		9,308		9,069
Total	$	7,751	$	6,429	$	12,375	$	12,035

Stock Option Awards

During the six months ended June 30, 2019, the Company did not grant any options to purchase shares of its common stock. As of June 30, 2019, there were approximately 459,000 options vested and exercisable with a weighted average exercise price of $33.16. As of June 30, 2019, the total unrecognized compensation charge related to non-vested options was approximately $4.3 million, which is expected to be recognized through 2022.

Restricted Stock Unit Awards

On March 26, 2019, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of the Company approved a performance-based restricted stock unit award (“PRSU”) under the 2012 Plan. On April 1, 2019, the Company awarded approximately 202,000 PRSUs, each with a grant date fair value of $46.69 and corresponding to one target share, to certain of the Company’s officers. The number of shares that may eventually vest will be between 0% and 150% of a recipient’s target shares, depending on both the recipient’s continued service with the Company and the extent to which performance goals will have been achieved.

The value of the PRSUs is based on the Company’s stock price on the date of grant. Based upon the expected levels of achievement, stock-based compensation related to PRSUs is recognized on a straight-line basis over the requisite service period. The expected levels of achievement are reassessed over the requisite service period and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted and recorded in the Consolidated Statements of Operations and the remaining unrecognized stock-based compensation is recognized over the remaining requisite service period.

During the six months ended June 30, 2019, the Company had RSU grants (including PRSUs), net of forfeitures, of approximately 465,000. As of June 30, 2019, there are approximately 1,184,000 non-vested RSUs (including PRSUs) outstanding with a weighted average grant-date fair value of $45.60. As of June 30, 2019, the total unrecognized non-cash equity-based compensation charge related to the non-vested RSUs was approximately $35.4 million, which is expected to be recognized through 2022.

During the six months ended June 30, 2019, shares of common stock with an aggregate value of $5.2 million were withheld upon vesting of RSUs and in connection with related remittance of employee withholding taxes to taxing authorities.