Stockholders' Equity | STOCKHOLDERS’ EQUITY The following table presents the number of shares authorized and issued as of the dates indicated: September 30, 2019 December 31, 2018 Shares Authorized Shares Issued Shares Authorized Shares Issued Stockholders’ equity: Common stock, $0.000001 par value 200,000,000 70,199,923 200,000,000 81,996,839 Undesignated preferred stock 10,000,000 — 10,000,000 — Stock Repurchase Program On July 31, 2017 , the Company’s board of directors authorized a stock repurchase program under which the Company was authorized to repurchase up to $200.0 million of its outstanding common stock. This program was completed on November 16, 2018 . On November 27, 2018 , the Company's board of directors authorized the Company to repurchase up to an additional $250.0 million of its outstanding common stock, which it subsequently increased by an additional $250.0 million on February 11, 2019, bringing the total amount of repurchases authorized under its stock repurchase program to $500.0 million . The Company may purchase shares at management’s discretion in the open market, in privately negotiated transactions, in transactions structured through investment banking institutions, or a combination of the foregoing. During the nine months ended September 30, 2019 , the Company repurchased on the open market and retired 13,994,909 shares for an aggregate purchase price of $475.0 million . The Company had no treasury stock balance as of September 30, 2019 . During the nine months ended September 30, 2018 , the Company repurchased on the open market and retired 1,752,895 shares for an aggregate purchase price of $72.0 million . The Company had no treasury stock balance as of September 30, 2018 . Equity Incentive Plans The Company has outstanding awards under three equity incentive plans: the Amended and Restated 2005 Equity Incentive Plan (the "2005 Plan"), the 2011 Equity Incentive Plan (the "2011 Plan") and the 2012 Equity Incentive Plan, as amended (the "2012 Plan"). In July 2011, the Company adopted the 2011 Plan, terminated the 2005 Plan and provided that no further stock awards were to be granted under the 2005 Plan. All outstanding stock awards under the 2005 Plan continue to be governed by their existing terms. Upon the effectiveness of the underwriting agreement in connection with the Company’s initial public offering ("IPO"), the Company terminated the 2011 Plan and all shares that were reserved under the 2011 Plan but not issued were assumed by the 2012 Plan. No further awards have been or will be granted pursuant to the 2011 Plan. All outstanding stock awards under the 2011 Plan continue to be governed by their existing terms. Under the 2012 Plan, the Company has the ability to issue incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units ("RSUs"), restricted stock awards, performance units and performance shares. Additionally, the 2012 Plan provides for the grant of performance cash awards to employees, directors and consultants. Stock Options Stock options granted under the 2012 Plan are granted at a price per share not less than the fair value of a share of the Company’s common stock at date of grant. Options granted to date generally vest over a three - or four -year period, on one of four schedules: (a) 25% vesting at the end of one year and the remaining shares vesting monthly thereafter; (b) 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; (c) ratably on a monthly basis; or (d) 35% vesting over the first year, 40% vesting over the second year and 25% vesting over the third year. Options granted are generally exercisable for contractual terms of up to 10 years . The Company issues new shares when stock options are exercised. A summary of stock option activity for the nine months ended September 30, 2019 is as follows: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2018 6,818,682 $ 24.54 5.11 $ 88,983 Granted 662,150 36.06 Exercised (399,320 ) 20.74 Canceled (339,301 ) 40.88 Outstanding at September 30, 2019 6,742,211 $ 25.11 4.36 $ 81,195 Options vested and exercisable at September 30, 2019 5,683,209 $ 22.78 3.59 $ 80,712 Aggregate intrinsic value represents the difference between the closing price of the Company’s common stock as quoted on the New York Stock Exchange on a given date and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was approximately $3.4 million and $5.3 million for the three months ended September 30, 2019 and 2018 , respectively, and $6.2 million and $18.1 million for the nine months ended September 30, 2019 and 2018 , respectively. There were no options granted in the three months ended September 30, 2019 . The weighted-average grant date fair value of options granted was $23.41 per share for the three months ended September 30, 2018 and $17.64 and $18.89 per share for the nine months ended September 30, 2019 and 2018 , respectively. As of September 30, 2019 , total unrecognized compensation costs related to nonvested stock options was approximately $17.6 million , which the Company expects to recognize over a weighted-average time period of 2.5 years . RSUs The cost of RSUs is determined using the fair value of the Company’s common stock on the date of grant. RSUs generally vest over a four -year period, on one of three schedules: (a) 25% vesting at the end of one year and the remaining vesting quarterly or annually thereafter; (b) 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; or (c) ratably on a quarterly basis. RSUs also include performance-based restricted stock units ("PRSUs") for which the expense is recognized from the date of grant. The PRSUs are subject to both a performance goal and a time-based vesting schedule. The shares underlying each PRSU award will be eligible to vest only if the average closing price of the Company's common stock equals or exceeds $45.3125 over any 60-day trading period during the four years following the grant date of February 7, 2019 (the "Performance Goal"). If the Performance Goal is met, the shares underlying each PRSU award will vest quarterly over four years from the grant date (the "Time-Based Vesting Schedule"). Any shares subject to the PRSUs that have met the Time-Based Vesting Schedule at the time the Performance Goal is achieved will fully vest as of such date; thereafter, any remaining nonvested shares subject to the PRSUs will continue vesting solely according to the Time-Based Vesting Schedule. Due to the multiple obligations that exist for the PRSUs, a Monte Carlo model was used to determine the fair value of these awards. As the PRSU activity during the nine months ended September 30, 2019 was not material, it is presented together with the RSU activity in the table below. A summary of RSU activity for the nine months ended September 30, 2019 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Nonvested at December 31, 2018 6,563,863 $ 38.67 Granted 4,361,791 35.06 Vested (1) (2,469,190 ) 35.97 Canceled (1,462,739 ) 37.99 Nonvested at September 30, 2019 6,993,725 $ 37.51 (1) Includes 959,046 shares that vested but were not issued due to net share settlement for payment of employee taxes. The aggregate fair value as of the vest date of RSUs that vested during the nine months ended September 30, 2019 and 2018 was $84.9 million and $107.4 million , respectively. As of September 30, 2019 , the Company had approximately $251.1 million of unrecognized stock-based compensation expense related to RSUs, which it expects to recognize over the remaining weighted-average vesting period of approximately 2.7 years . Employee Stock Purchase Plan The 2012 Employee Stock Purchase Plan, as amended ("ESPP"), allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designated offering periods. At the end of each offering period, employees are able to purchase shares at 85% of the fair market value of the Company’s common stock on the last day of the offering period, based on the closing sales price of the Company's common stock as quoted on the New York Stock Exchange on such date. There were no shares purchased by employees under the ESPP in the three months ended September 30, 2019 and 2018 . Employees purchased 288,529 shares and 195,987 shares under the ESPP in the nine months ended September 30, 2019 and 2018 , respectively, at weighted-average purchase prices of $26.12 and $36.42 per share, respectively. The Company recognized stock-based compensation expense related to the ESPP of $0.7 million and $0.7 million in the three months ended September 30, 2019 and 2018 , respectively, and $2.0 million and $2.0 million in the nine months ended September 30, 2019 and 2018 , respectively. Stock-Based Compensation The following table summarizes the effects of stock-based compensation expense related to stock-based awards in the condensed consolidated statements of operations during the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Cost of revenue $ 1,054 $ 1,162 $ 3,415 $ 3,345 Sales and marketing 7,683 7,941 23,143 23,514 Product development 15,250 14,536 46,572 41,878 General and administrative 5,249 5,555 17,876 16,995 Total stock-based compensation recorded to income before income taxes 29,236 29,194 91,006 85,732 Benefit from income taxes (7,661 ) (167 ) (23,766 ) (476 ) Total stock-based compensation recorded to net income $ 21,575 $ 29,027 $ 67,240 $ 85,256 The Company capitalized $2.6 million and $1.9 million of stock-based compensation expense as website development costs in the three months ended September 30, 2019 and 2018 , respectively, and $7.6 million and $5.9 million in the nine months ended September 30, 2019 and 2018 , respectively. |