Stock-Based Compensation and Stockholders' Equity |
9 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
| Stock-Based Compensation and Stockholders' Equity | Stock-Based Compensation and Stockholders' Equity The Company records compensation expense for employee and director stock-based compensation plans based upon the fair value of the award in accordance with ASC 718, Compensation-Stock Compensation. Equity Incentive Plans The Company has the 2014 Equity Incentive Plan for the issuance of stock-based compensation, including but not limited to, common stock options and restricted shares to employees. In addition, the Company’s plan provides for grants of non-statutory stock options and restricted shares awards (“RSA’s”) to non-employee directors. The Company issues shares out of treasury stock, if available, otherwise new shares of common stock are issued upon the exercise of stock options and the granting of restricted shares. During the nine months ended September 30, 2016, the aggregate number of shares of common stock that may be issued pursuant to the 2014 Equity Incentive Plan was increased by 4 million additional shares. Incentive stock options and non-statutory stock options issued generally vest ratably over three to four years, are contingent upon continued service and expire ten years from the grant date. Restricted share awards generally vest 25 percent each year over a four year period. The Board of Directors or a committee thereof, administers all of the equity incentive plans and establishes the terms of options granted, including the exercise price, the number of shares subject to individual option awards and the vesting period of options, within the limits set forth in the plans. Options have a maximum term of 10 years and vest as determined by the Board of Directors. The Company has additional equity incentive plans that are established in conjunction with its acquisitions. These plans are considered one-time, inducement awards of incentive stock options, non-statutory stock options and restricted shares. Once the inducement awards are granted, no additional shares, including forfeitures and cancellations, are available for future grant under these plans. Yodle Equity Grants In connection with the March 2016 Yodle acquisition, the Company granted 0.3 million restricted shares that vest annually over a four year period and 0.3 million stock options of which 25 percent vest one year from the date of grant and the remaining 75 percent vest monthly over a three year period for a total of four years. In addition, the Company converted unvested and out of the money existing Yodle stock options to 1.3 million stock options of the Company in connection with the March 9, 2016 acquisition of Yodle. The total value of the converted stock options is approximately $8.3 million. Approximately $2.3 million has been recorded as additional consideration representing the vesting that occurred prior to the closing of the acquisition. The remaining $6.0 million will be amortized to stock compensation expense over the remaining service period of approximately 3 years. Performance Shares During the first quarter of 2015 and 2016, the Compensation Committee of the Board of Directors approved performance share equity awards. The targeted number of shares under a 100 percent payout scenario for each of the 2015 and 2016 awards are 0.2 million common shares over the three year vesting periods, with one-third vesting each year. The actual number of shares that may be earned and issued, if any, may range from 0-200% of the target number of shares granted. The range is based upon (1) the number of shares earned based upon the over achievement or under achievement of the financial measures for the annual performance period and (2) the number of shares earned being adjusted higher or lower depending on the performance of the Company's total shareholder return, compared against the Company's peer group. Compensation expense related to the performance share stock plan for the three and nine months ended September 30, 2016 was approximately $0.3 million and $0.8 million, respectively. This represented the remaining expense for the first tranche of the 2015 award as well as the estimated expense for the 2016 performance period. The Company recorded $0.3 million and $0.6 million of compensation expense for the performance shares during the three and nine months ended September 30, 2015, respectively. The 2015 tranche of the performance share award resulted in a payout of 159% of the target shares, or approximately 92 thousand shares. During the nine months ended September 30, 2016, approximately 37 thousand shares totaling $0.7 million, were withheld by the Company for minimum income tax withholding requirements. Stock Options Compensation costs related to the Company’s stock option plans were $2.5 million for each of the three months ended September 30, 2016 and 2015. Compensation costs for the nine months ended September 30, 2016 and 2015, $7.2 million and $8.1 million, respectively. During the three months ended September 30, 2016 and 2015, 0.5 million and 0.2 million common shares were issued for options exercised, respectively. During each of the nine months ended September 30, 2016 and 2015, 0.6 million common shares were issued for options exercised. Restricted Stock Compensation expense related to restricted stock plans for the three months ended September 30, 2016 and 2015, was approximately $2.2 million and $2.3 million, respectively. Compensation expense for the nine months ended September 30, 2016 and 2015 was $7.3 million and $6.5 million, respectively. During the nine months ended September 30, 2016 and 2015, approximately 0.2 million and 0.1 million shares totaling approximately $3.5 million and $2.3 million, respectively, were withheld by the Company for minimum income tax withholding requirements. During the three months ended September 30, 2016 and 2015, 0.2 million and 35 thousand restricted common shares were granted, respectively. During the nine months ended September 30, 2016 and 2015 0.8 million and 0.5 million restricted common shares were granted, respectively. This excludes the Yodle restricted stock awards that were discussed above. Stock Repurchases On November 5, 2014, the Company's Board of Directors authorized a share repurchase program of up to $100.0 million of the Company's common stock. This program, according to its terms, will expire on December 31, 2016. The aggregate amount remaining available for repurchase under this program was $21.1 million at September 30, 2016. Repurchases under the repurchase programs may take place in the open market or in privately negotiated transactions, including structured and derivative transactions such as accelerated share repurchase transactions, and may be made under a Rule 10b5-1 plan. During the three months ended September 30, 2016 and 2015, the Company repurchased approximately 32 thousand and 0.5 million common shares, respectively. The total amount repurchased during the three months ended September 30, 2016 and 2015, was $0.6 million and $11.0 million, respectively. During the nine months ended September 30, 2016 and 2015, 1.0 million and 2.0 million common shares were repurchased for $17.5 million and $40.9 million, respectively. In October 2016, the Company's Board of Directors authorized that the share repurchase program of the Company's outstanding securities be extended through December 31, 2018 and be increased by an additional $100.0 million. |