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Employee Benefit Plans
6 Months Ended
Jun. 30, 2012
Employee Benefit Plans [Abstract]  
Employee Benefit Plans
(12) Employee Benefit Plans

(a) Employee Stock Option Plan

The Company’s stock option program is a long-term retention program that is intended to attract, retain, and provide incentives for talented employees, officers, and directors, and to align stockholder and employee interests. The Company considers its option program critical to its operation and productivity.

Stock-based compensation is classified in the consolidated statement of operations in the same expense line items as cash compensation. None of the stock-compensation cost was capitalized as amounts were immaterial. Amounts recorded as expense in the consolidated statement of operations are as follows (in thousands):

 

                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2011     2012     2011     2012  
         

Cost of revenue

  $ 59     $ 104     $ 123     $ 151  

Technology and development

    67       79       134       137  

Sales and marketing

    104       136       213       224  

General and administrative

    345       796       729       1,162  
   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 575     $ 1,115     $ 1,199     $ 1,674  
   

 

 

   

 

 

   

 

 

   

 

 

 

As of June 30, 2012, there was $6.2 million of total unrecognized compensation cost related to nonvested stock-based employee compensation arrangements that is expected to vest. The cost is expected to be recognized over a weighted average period of approximate 3.64 years.

 

The following table summarizes the weighted-average fair value of stock options granted:

 

                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2011     2012     2011     2012  
         

Stock options granted (in thousands)

    32       79       138       871  
         

Weighted average fair value at date of grant

  $ 6.42     $ 5.46     $ 6.09     $ 5.35  

Stock option activity for the six months ended June 30, 2012 is as follows (shares in thousands):

 

                                 
    Shares     Weighted average
exercise price
    Remaining
contractual term
(years)
    Aggregate intrinsic
value (dollars in
thousands)
 

December 31, 2011

    4,540     $ 7.29       6.62     $ 10,888  

Granted

    871       9.69                  

Exercised

    (8     1.00                  

Forfeited

    (160     7.86                  
   

 

 

                         

Outstanding as of June 30, 2012

    5,243     $ 7.68       6.72     $ 38,665  
   

 

 

                         

Vested and expected to vest at June 30, 2012

    4,451     $ 7.62       6.31     $ 29,845  

Exercisable at June 30, 2012

    4,196     $ 7.32       6.07     $ 28,690  

(b) Valuation Assumptions

The Company calculated the fair value of each option award on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions (annualized percentages):

 

                 
    Three Months Ended June 30,   Six Months Ended June 30,
    2011   2012   2011   2012

Fair value of underlying stock per share

  $12.10   $10.66   $10.98 - 12.10   $9.59 - 10.66

Expected volatility

  54.72 - 54.77%   54.63 - 54.75%   54.72 - 56.09%   54.63 - 56.14%

Risk-free interest rate

  2.18 - 2.23%   0.95 - 0.98%   2.18 - 2.72%   0.94 - 1.74%

Expected term

  5.90 - 6.07 years   5.94 - 6.08 years   5.47 - 6.08 years   5.27 - 8.50 years

Dividend yield

  —  %   —  %   —  %   —  %

The determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. Expected volatility is determined using weighted average volatility of peer publicly traded companies. The risk-free interest rate is determined by using published zero coupon rates on treasury notes for each grant date given the expected life. The dividend yield of zero is based on the fact that the Company expects to invest cash in operations and has never paid cash dividends on Common Stock. The Company uses the “simplified” method to estimate expected term as determined under SAB 107 due to the lack of option exercises exercise history as a public company.

 

As stock-based compensation expense recognized in the consolidated statements of operations is based on awards ultimately expected to vest, it is reduced for estimated prevest forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In addition, ASC 718 requires that compensation cost recognized at any date must be at least equal to the amount attributable to options that are vested at that date. The Company calculates a true-up of its compensation costs to the vested amounts on a quarterly basis. Prevesting forfeitures are estimated based on weighted average historical forfeiture rates. Under the provisions of ASC 718, the Company will record additional expense if the actual forfeiture rate is lower than estimated, and will record a recovery of prior expense if the actual forfeiture rate is higher than estimated.

(c) Employee Stock Purchase Plan

Concurrent with the closing of our IPO in May 2012, the Company established the 2012 Employee Stock Purchase Plan (ESPP) which is intended to qualify under Section 423 of the Internal Revenue Code of 1986. The Company’s executive officers and all of its other employees will be allowed to participate in the ESPP. A total of 500,000 shares of the Company’s common stock will be made available for sale under the ESPP. In addition, the ESPP provides for annual increases in the number of shares available for issuance under the ESPP on the first day of each fiscal year beginning with the 2012 fiscal year, equal to the least of:

 

 

500,000 shares of common stock;

 

 

1% of the outstanding shares of our common stock as of the last day of our immediately preceding fiscal year; or

 

 

such other amount as may be determined by the board.

Under the ESPP, employees are eligible to purchase common stock through payroll deductions of up to 25% of their eligible compensation, subject to any plan limitations. The ESPP has four consecutive offering periods of approximately three months in length during the year and the purchase price of the shares will be 85% of the lower of the fair value of our common stock on the first trading day of the offering period or on the last day of the offering period.