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Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2014

Additional Information Related to Equity-Based Compensation

Equity-based compensation (in thousands) by expense line item on Actua’s Consolidated Statements of Operations:

	Year Ended December 31,
	2014	2013	2012
Cost of revenue	$ 76	$ 63	$ 7
Sales and marketing	160	156	18
General and administrative	23,509	6,081	6,195
Research and development	144	111	16
Total Equity-Based Compensation	$ 23,889	$ 6,411	$ 6,236

Equity-based compensation (in thousands, except weighted average years) by type of award:

	Year Ended December 31,						Unrecognized Equity- Based Compensation as of		Weighted Average Years Remaining of Equity-Based Compensation as of
	2014		2013		2012		December 31, 2014		December 31, 2014
SARs	$	792	$	2,377	$	2,488	$	519		1.34
Restricted Stock		21,818		2,958		2,871		37,780		2.42
DSUs	444		377		419		17			0.04
		23,054		5,712		5,778		38,316
Equity-Based Compensation for Consolidated Businesses	835		699		458			1,899		1.63
Total Equity-Based Compensation	$	23,889	$	6,411	$	6,236	$	40,215

Changes in Stock Appreciation Rights

Activity with respect to SARs during the years ended December 31, 2014, 2013 and 2012 was as follows:

	Number of SARs			Weighted Average Base Price		Weighted Average Fair Value
Outstanding as of December 31, 2011		4,147,391		$	7.71	$	4.54
Granted		260,125		$	9.25	$	4.90
Exercised ⁽¹⁾		(54,873	)	$	7.89	$	4.65
Forfeited		(1,598	)	$	10.54	$	5.83
Cancelled		(12,795	)	$	6.70	$	3.93
Outstanding as of December 31, 2012		4,338,250		$	7.80	$	4.56
Granted		2,500		$	16.19	$	9.83
Exercised ⁽¹⁾		(3,045,700	)	$	14.42	$	8.64
Forfeited		(62,242	)	$	10.25	$	5.51
Outstanding as of December 31, 2013		1,232,808		$	8.86	$	4.99
Granted		500		$	17.31	$	9.48
Exercised ⁽¹⁾		(679,606	)	$	7.35	$	3.60
Forfeited		(5,220	)	$	10.14	$	5.43
Outstanding as of December 31, 2014		548,482		$	10.62	$	5.79

⁽¹⁾	The exercise of SARs listed in this table resulted in the issuance of 253,853 shares, 992,390 shares and 9,818 shares of Actua’s Common Stock during the years ended December 31, 2014, 2013 and 2012, respectively.

The following table summarizes information about SARs outstanding as of December 31, 2014:

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 Dec. 31, 2014 (in thousands)
$6.70-$8.76		73,311		73,311		3.93	$	774
$9.25-$9.84		172,499		100,354		7.46	$	1,590
$11.69-$17.31		302,672		271,573		6.13	$	1,941
		548,482		445,238			$	4,305

Changes in Stock Options

Activity with respect to stock options during the years ended December 31, 2014, 2013 and 2012 was as follows:

	Number of Options			Weighted Average Base Price		Weighted Average Fair Value
Outstanding as of December 31, 2011		183,208		$	6.25	$	4.97
Exercised ⁽¹⁾		(173,208	)	$	6.03	$	4.83
Forfeited		(21	)	$	8.41	$	4.96
Cancelled		(8,229	)	$	10.62	$	8.16
Outstanding as of December 31, 2012		1,750		$	6.91	$	4.14
Exercised ⁽¹⁾		(1,500	)	$	7.34	$	4.42
Outstanding as of December 31, 2013		250		$	4.30	$	2.47
Exercised, forfeited, cancelled		-		$	-	$	-
Outstanding as of December 31, 2014		250		$	4.30	$	2.47

⁽¹⁾	Actua received cash of less than $0.1 million and $1.0 million related to stock options exercised during the years ended December 31, 2013 and 2012.

Assumptions Used to Determine Fair Value of Stock Appreciation Rights Granted to Employees

The following assumptions were used to determine the fair value of SARs granted to employees and a non-management director by Actua during the years ended December 31, 2014, 2013 and 2012:

	Year Ended December 31,
	2014			2013			2012
Expected volatility		56	%		56	%		56	%
Average expected life of SAR (in years) (a)		6.25			6.25			6.25
Risk-free interest rate		2.12	%		1.86	%		0.92	%
Dividend yield		0	%		0	%		0	%

(a)	We have, due to insufficient historical data, used the simplified method. We believe that we have enough historical data to calculate an expected term for Actua SARs and stock options granted in the future.

Changes in Restricted Stock

Share activity with respect to restricted stock awards during the years ended December 31, 2014, 2013 and 2012 was as follows:

	Number of Shares			Weighted Average Grant Date Fair Value
Issued and unvested as of December 31, 2011		1,225,785		$	9.12
Granted		116,973		$	9.11
Vested		(124,920	)	$	10.01
Forfeited		(375	)	$	12.15
Issued and unvested as of December 31, 2012		1,217,463		$	9.03
Granted		183,190		$	13.35
Vested		(202,689	)	$	10.02
Forfeited		(12,893	)	$	10.55
Issued and unvested as of December 31, 2013		1,185,071		$	9.52
Granted		3,239,948		$	17.22
Vested		(299,703	)	$	11.76
Forfeited		(370,041	)	$	9.96
Issued and unvested as of December 31, 2014		3,755,275		$	15.94

Annual D S U Awards

Summary of Share Activity with Respect to Deferred Stock Units

Share activity with respect to the annual DSU awards for the years ended December 31, 2014, 2013 and 2012 are as follows:

	Number of Shares			Weighted Average Grant Date Fair Value
Issued and unvested as of December 31, 2011		52,500		$	13.32
Granted		41,250		$	8.40
Vested		(52,500	)	$	13.32
Issued and unvested as of December 31, 2012		41,250		$	8.40
Granted		29,250		$	13.09
Vested		(41,250	)	$	8.40
Issued and unvested as of December 31, 2013		29,250		$	13.09
Granted		22,500		$	17.63
Vested		(29,250	)	$	13.09
Issued and unvested as of December 31, 2014		22,500		$	17.63

Periodically-issued DSUs

Summary of Share Activity with Respect to Deferred Stock Units

Share activity with respect to periodically-issued DSUs for the years ended December 31, 2014, 2013 and 2012 was as follows:

	Number of Shares			Weighted Average Grant Date Fair Value
Issued and unvested as of December 31, 2011		-		$	-
Granted		32,923		$	9.42
Vested		(32,923	)	$	9.42
Issued and unvested as of December 31, 2012		-		$	-
Granted		30,540		$	12.30
Vested		(30,540	)	$	12.30
Issued and unvested as of December 31, 2013		-		$	-
Granted		18,790		$	18.56
Vested		(18,790	)	$	18.56
Issued and unvested as of December 31, 2014		-		$	-