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Equity-Based Compensation (Tables)
9 Months Ended
Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Summary of Equity-Based Compensation
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 September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Cost of revenue
 
$
21

 
$
48

 
$
75

 
$
104

Sales and marketing
 
73

 
99

 
233

 
232

General and administrative
 
2,827

 
6,159

 
10,804

 
19,722

Research and development
 
105

 
158

 
321

 
337

Total equity-based compensation
 
$
3,026

 
$
6,464

 
$
11,433

 
$
20,395


Equity-based compensation by equity award type:
(in thousands, except weighted average years)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
Weighted Average Years Remaining of Equity-Based Compensation as of
 
 
2016
 
2015
 
2016
 
2015
 
September 30, 2016
Restricted stock
 
$
2,422

 
$
5,530

 
$
9,439

 
$
18,352

 
1.38
SARs
 
10

 
61

 
118

 
340

 
3.48
DSUs
 
74

 
99

 
267

 
135

 
1.70
 
 
2,506

 
5,690

 
9,824

 
18,827

 
 
Equity-based compensation for consolidated businesses
 
520

 
774

 
1,609

 
1,568

 
2.75
Total equity-based compensation
 
$
3,026

 
$
6,464

 
$
11,433

 
$
20,395

 
 


Unrecognized equity-based compensation by equity award type:
(in thousands)
 
As of September 30,
 
 
2016
 
2015
Restricted stock
 
$
12,790

 
$
27,217

SARs
 
127

 
185

DSUs
 
504

 
1,166

 
 
13,421

 
28,568

Equity-based compensation for consolidated businesses
 
5,035

 
5,539

Total equity-based compensation
 
$
18,456

 
$
34,107

Changes in Restricted Stock
Share activity with respect to restricted stock awards for the three and nine months ended September 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

Vested
 
(28,461
)
 
$
14.27

Forfeited
 
(26,125
)
 
$
16.58

Issued and unvested as of September 30, 2015
 
3,531,437

 
$
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

Vested
 
(16,201
)
 
$
11.56

Issued and unvested as of September 30, 2016
 
2,676,280

 
$
15.76




The total aggregate fair value of restricted stock awards that vested and were converted into Actua’s Common Stock during the three and nine months ended September 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

Three Months Ended September 30,
 
168

 
399

Nine Months Ended September 30,
 
$
6,187

 
$
12,113


The following shares were surrendered by Actua's employees to satisfy their obligations for withholding taxes:
 
 
2016
 
2015
Three Months Ended March 31,
 
191,898

 
207,649

Three Months Ended June 30,
 
736

 
26,032

Three Months Ended September 30,
 
2,727

 
3,330

Nine Months Ended September 30,
 
195,361

 
237,011

The table below summarizes the grant and vesting of performance plan-related restricted stock grants for each of 2014, 2015 and 2016.
 
Percentage of Target Bonus Potentially Payable in Restricted Stock
 
ACTA Stock Price at Issuance
 
Restricted Shares Granted
 
Performance Plan Achievement Percentage
 
Restricted Shares Vested
 
Restricted Shares Forfeited
Actua 2014 Performance Plan
100
%
 
$
20.33

 
158,942

 
100
%
 
158,942

 

Actua 2015 Performance Plan
150
%
 
$
16.76

 
316,715

 
83
%
 
175,249

 
141,466

Actua 2016 Performance Plan
100
%
 
$
8.44

 
419,283

 
*

 
*

 
*

                                    
* To be determined in the first quarter of 2017.
Issued and Unvested Shares Of Restricted Stock Granted
As of September 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
901,297

 
Subject to certain service conditions, as discussed below
2,676,280

 
 
 
 
 
 
 
 
 
 
Changes in Stock Appreciation Rights
The activity with respect to SARs for the three and nine months ended September 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

Exercised (1)
 
(10,587
)
 
$
8.86

 
$
4.98

Forfeited
 
(1,407
)
 
$
9.25

 
$
4.90

Outstanding as of September 30, 2015
 
530,091

 
$
10.68

 
$
5.82

 
 
 
 
 
 
 
 
 
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

Exercised (1)
 
(16,062
)
 
$
8.14

 
$
4.66

Forfeited
 
(5,937
)
 
$
12.15

 
$
6.63

Outstanding as of September 30, 2016
 
482,657

 
$
10.62

 
$
5.78

                                                    
(1) 
The exercise of SARs listed above resulted in the issuance of the following shares of Actua's Common Stock:
 
 
2016
 
2015
Three Months Ended March 31,
 

 
1,869

Three Months Ended June 30,
 

 

Three Months Ended September 30,
 
3,213

 
2,405

Nine Months Ended September 30,
 
3,213

 
4,274


The following table summarizes information about SARs outstanding as of September 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 September 30, 2016
(in thousands)
$6.70 - $8.76
 
56,264

 
56,264

 
2.43
 
$
279

$9.04 - $9.84
 
165,033

 
140,033

 
6.32
 
$
616

$11.69 - $17.31
 
261,360

 
259,785

 
4.35
 
$
246

 
 
482,657

 
456,082

 
 
 
$
1,141

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 nine months ended September 30, 2016 and 2015.
 
 
Nine Months Ended September 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 nine-month periods ended September 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.
 
Nine Months Ended September 30, 2016
 
Nine Months Ended September 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% - 1.49%
 
1.42% - 1.86%
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 nine-month periods ended September 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

Activity for the three months ended September 30, 2015
 

 
$

Issued and unvested as of September 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

Vested
 
(5,625
)
 
$
13.17

Issued and unvested as of September 30, 2016
 
39,375

 
$
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 GovDelivery restricted stock
GovDelivery - Textizen acquisition (1)
 
Grant of $0.9 million in GovDelivery restricted stock
FolioDynamix (2)
 
Grant of FolioDynamix stock options with total fair value of $5.1 million
______________________________
(1) In conjunction with the NuCivic and Textizen acquisitions, GovDelivery granted $3.1 million and $0.9 million, respectively, of GovDelivery restricted stock. In connection with the GovDelivery Merger Agreement, the vesting of these awards was accelerated, and all unamortized equity based compensation expense remaining was accelerated into the third quarter 2016. That expense is included in the line item “Loss from discontinued operations, net of tax” on Actua’s Consolidated Statements of Operations. See Note 5, "Discontinued Operations" for more information.
(2) In conjunction with Actua’s acquisition of FolioDynamix, 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.