Stockholders' Equity

3 Months Ended

Mar. 31, 2016

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Stock Repurchases

In November 2015, we announced that our Board of Directors approved the repurchase of up to $100 million of our common stock, representing approximately 7% of our outstanding common stock. The repurchase program has no expiration date, but is intended to be completed by the end of fiscal 2016. Repurchases under the program may be made through open market or privately negotiated transactions at times and in such amounts as determined by our management, subject to market conditions and in accordance with the requirements of the Securities and Exchange Commission.

In February 2016, we entered into an issuer forward repurchase transaction confirmation (the ASR Agreement) with Bank of America, N.A. to repurchase common stock as part of the approved $100 million share repurchase program. Under the ASR Agreement, we paid Bank of America, N.A. $50 million and received an initial delivery of 4.2 million shares of common stock. The total number of shares to be ultimately purchased will be determined based on the volume weighted average price of our common stock during the term of the ASR Agreement (the Valuation Period). The transactions contemplated by the ASR Agreement are expected to be completed in the second fiscal quarter of 2016, but must be completed by no later than August 25, 2016. The shares of common stock delivered after the initial delivery of shares will be delivered by Bank of America, N.A. to us on the third business day following the Valuation Period.

We accounted for the ASR Agreement as two separate transactions (i) approximately 4.2 million shares of common stock initially delivered which represented approximately $42.5 million was accounted for as a treasury stock transaction and (ii) the remaining $7.5 million unsettled portion of the ASR Agreement was determined to be a forward contract indexed to our common stock. The initial repurchase of shares resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net income (loss) per share on the delivery date. We determined that the forward contract indexed to our common stock met all of the applicable criteria for equity classification, and therefore the contract was not accounted for as a derivative. We recorded the $7.5 million unsettled portion of the ASR Agreement, which represents the implied value of the forward contract, in additional paid-in capital on the condensed consolidated balance sheet as of March 31, 2016. Upon final settlement of the ASR Agreement, the forward contract will be reclassified from additional paid-in capital to treasury stock for the value of the additional shares received.

We are authorized pursuant to the $100 million share repurchase program approved in 2015 to repurchase shares of common stock in the open market pursuant to trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 (the Exchange Act). During the three-month period ended March 31, 2016, we repurchased 0.2 million shares of common stock at an average price of $10.49 per share under such trading plans.

Share-Based Compensation

We issue share-based awards to our employees in the form of stock options, restricted stock units, and restricted stock. We also have an Employee Stock Purchase Plan, or ESPP. The following table summarizes the components of share-based compensation expense included in our condensed consolidated statements of operations:

	For the Three Months Ended March 31,
	2016		2015
	(in thousands)
Cost of services	$	497	$	372
Sales and marketing	1,618		932
Technology and development	2,793		1,709
General and administrative	3,744		2,357
Total share-based compensation	$	8,652	$	5,370

Unrecognized share-based compensation expenses totaled $81.9 million as of March 31, 2016, which we expect to recognize over a weighted-average time period of 3.1 years.

Stock Warrants

During the period ended March 31, 2016, warrants to purchase common shares of 2,334,044 were net exercised for a total of 2,210,335 shares. There are no warrants outstanding as of March 31, 2016.