Equity-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

The following table summarizes the equity-based compensation recognized by expense line item on Actua’s Consolidated Statements of Operations:



(in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Cost of revenue	$	31	$	29	$	72	$	55
Sales and marketing	88		79		192		137
General and administrative	3,851		6,887		8,625		13,980
Research and development	112		126		236		171
Total equity-based compensation	$	4,082	$	7,121	$	9,125	$	14,343

Equity-based compensation by equity award type:



(in thousands, except weighted average years)	Three Months Ended June 30,				Six Months Ended June 30,				Weighted Average Years Remaining of Equity-Based Compensation as of
	2016		2015		2016		2015		June 30, 2016
Restricted stock	$	3,092	$	6,167	$	7,017	$	12,822	1.57
SARs	50		133		108		279		3.72
DSUs	94		19		193		36		1.95
	3,236		6,319		7,318		13,137
Equity-based compensation for consolidated businesses	846		802		1,807		1,206		2.84
Total equity-based compensation	$	4,082	$	7,121	$	9,125	$	14,343

Unrecognized equity-based compensation by equity award type:



(in thousands)	As of June 30,
	2016		2015
Restricted stock	$	16,096	$	33,180
SARs	137		253
DSUs	578		1,166
	16,811		34,599
Equity-based compensation for consolidated businesses	9,030		9,292
Total equity-based compensation	$	25,841	$	43,891

Changes in Restricted Stock

Share activity with respect to restricted stock awards for the three and six months ended June 30, 2016 and 2015 was as follows:



	Number of Shares		Weighted Average Grant Date Fair Value
Issued and unvested as of December 31, 2014	3,755,275		$	15.94
Granted	441,256		$	16.21
Vested	(644,247	)	$	19.70
Forfeited	(43,660	)	$	17.85
Issued and unvested as of March 31, 2015	3,508,624		$	15.75
Granted	140,416		$	13.17
Vested	(63,017	)	$	10.80
Issued and unvested as of June 30, 2015	3,586,023		$	15.74



	Number of Shares		Weighted Average Grant Date Fair Value
Issued and unvested as of December 31, 2015	3,480,828		$	16.51
Granted	434,283		$	8.44
Vested	(657,317	)	$	18.75
Forfeited	(588,819	)	$	10.69
Issued and unvested as of March 31, 2016	2,668,975		$	15.93
Granted	112,397		$	9.33
Vested	(81,391	)	$	13.33
Forfeited	(7,500	)	$	8.44
Issued and unvested as of June 30, 2016	2,692,481		$	15.73

The total aggregate fair value of restricted stock awards that vested and were converted into Actua’s Common Stock during the three and six months ended June 30, 2016 and 2015 was as follows:



(in thousands)	2016		2015
Three Months Ended March 31,	$	5,243	$	10,839
Three Months Ended June 30,	776		875
Six Months Ended June 30,	$	6,019	$	11,714

The following shares were surrendered by Actua's employees for satisfying withholding taxes:

Issued and Unvested Shares Of Restricted Stock Granted

As of June 30, 2016, issued and unvested shares of restricted stock granted to Actua’s employees and directors vest as follows:



Number of Shares Unvested			Vesting Conditions
1,355,700			Subject to certain market conditions, as discussed below
419,283			Subject to certain performance conditions, as discussed below
917,498			Subject to certain service conditions, as discussed below
2,692,481

Changes in Stock Appreciation Rights

The activity with respect to SARs for the three and six months ended June 30, 2016 and 2015 was as follows:



	Number of SARs		Weighted Average Base Price		Weighted Average Fair Value
Outstanding as of December 31, 2014	548,482		$	10.62	$	5.79
Granted	1,500		$	16.69	$	8.99
Exercised ⁽¹⁾	(7,897	)	$	10.61	$	5.72
Outstanding as of March 31, 2015	542,085		$	10.64	$	5.80
Activity for the three months ended June 30, 2015	—		$	—	$	—
Outstanding as of June 30, 2015	542,085		$	10.64	$	5.80

	Number of SARs		Weighted Average Base Price		Weighted Average Fair Value
Outstanding as of December 31, 2015	479,656		$	10.64	$	5.80
Activity for the three months ended March 31, 2016	—		$	—	$	—
Outstanding as of March 31, 2016	479,656		$	10.64	$	5.80
Granted	25,000		$	9.04	$	4.80
Outstanding as of June 30, 2016	504,656		$	10.56	$	5.75


⁽¹⁾	The exercise of SARs listed above resulted in the issuance of zero and 1,869 shares of Actua’s Common Stock for the three and six month periods ended June 30, 2015, respectively.

The following table summarizes information about SARs outstanding as of June 30, 2016:



Grant price	Number of SARs outstanding	Number of SARs exercisable	Weighted average remaining contractual life of SARs outstanding (in years)	Aggregate intrinsic value of SARs outstanding as of June 30, 2016 (in thousands)
$6.70 - $8.76	68,264	68,264	2.68	$	73
$9.04 - $9.84	169,095	144,086	6.55	$	—
$11.69 - $17.31	267,297	265,441	4.61	$	—
	504,656	477,791		$	73

Assumptions Used to Determine Fair Value of Stock Options

The following assumptions were used to determine the fair value of SARs granted to employees by Actua during the six months ended June 30, 2016 and 2015.



	Six Months Ended June 30,
	2016		2015
Expected volatility	56	%	56	%
Average expected life of SAR (in years)	6.13		6.13
Risk-free interest rate	1.28	%	1.51	%
Dividend yield	—		—

The following assumptions were used to determine the fair value of stock options granted by Actua's consolidated businesses to their employees during the six-month period ended June 30, 2016 and 2015. Due to insufficient historical data, Actua's consolidated businesses used the simplified method to determine the expected life of all stock options granted under the respective equity incentive plans.



	Six Months Ended June 30, 2016	Six Months Ended June 30, 2015
Expected volatility	30% - 50%	35% - 45%
Average expected life of stock options (in years)	4.00 - 6.25	5.84 - 6.25
Risk-free interest rate	1.42% - 1.51%	1.42% - 1.61%
Dividend yield	—	—

Schedule of Share-based Compensation, Nonemployee Director Stock Award Plan, Activity

The following table summarizes the activity related to DSUs for the three-month and six-month periods ended June 30, 2016 and 2015:



	Number of shares		Weighted average grant date fair value
Issued and unvested as of December 31, 2014	22,500		$	17.63
Vested	(22,500	)	$	17.63
Issued and unvested as of March 31, 2015	—		$	—
Granted	90,000		$	13.17
Issued and unvested as of June 30, 2015	90,000		$	13.17

	Number of shares		Weighted average grant date fair value
Issued and unvested as of December 31, 2015	90,000		$	13.17
Activity for the three months ended March 31, 2016	—		$	—
Issued and unvested as of March 31, 2016	90,000		$	13.17
Vested	(30,000	)	$	13.17
Forfeited	(15,000	)	$	13.17
Issued and unvested as of June 30, 2016	45,000		$	13.17

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award



Consolidated business		Description of equity-based compensation award
GovDelivery - NuCivic acquisition ⁽¹⁾		Grant of $3.1 million in restricted stock
GovDelivery - Textizen acquisition ⁽¹⁾		Grant of $0.9 million in restricted stock
FolioDynamix ⁽²⁾		Grant of stock options with total fair value of $5.1 million

______________________________

⁽¹⁾ In conjunction with the NuCivic and Textizen acquisition transactions, GovDelivery granted $3.1 million and $0.9 million, respectively,

of restricted stock. The expense associated with those awards is being recognized ratably over a four-year vesting period. That expense is included in the line item “Equity-based compensation for consolidated businesses” in the equity-based compensation by equity award type table above.

⁽²⁾In conjunction with Actua’s acquisition of FolioDynamix, stock options with a total fair value of $5.1 million were granted to certain of FolioDynamix’s employees. The majority of those stock options vest as follows: 25% vested in November 2015, and the remaining 75% vest ratably each month through November 2018. The remaining stock options vest upon the achievement of certain performance or market conditions, as well as service conditions; to the extent that the performance or market conditions are not achieved, those stock options will lapse unvested. The expense associated with those awards is being recognized over the relative vesting periods.

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,