Stockholders' Equity | STOCKHOLDERS’ EQUITY The following table presents the number of shares authorized and issued as of the dates indicated: June 30, 2021 December 31, 2020 Shares Authorized Shares Issued Shares Authorized Shares Issued Stockholders’ equity: Common stock, $0.000001 par value 200,000,000 74,589,907 200,000,000 75,371,368 Undesignated preferred stock 10,000,000 — 10,000,000 — Stock Repurchase Program In July 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. The Company's board of directors authorized the Company to repurchase up to an additional $250.0 million of its outstanding common stock in each of November 2018, February 2019, and January 2020, bringing the total amount of authorized repurchases to $950.0 million as of June 30, 2021, $130.4 million of which remained available as of June 30, 2021. 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 six months ended June 30, 2021, the Company repurchased on the open market 3,019,987 shares for an aggregate purchase price of $114.2 million and retired 3,015,135 shares. As of June 30, 2021, the Company had a treasury stock balance of 103,870 shares, which were excluded from its outstanding share count as of such date and subsequently retired in July 2021. The Company did not repurchase any shares during the six months ended June 30, 2020. Equity Incentive Plans Stock Options Stock options are granted at a price per share not less than the fair value of a share of the Company’s common stock on the grant date. Options generally vest over a four-year period, on one of two schedules: (a) 25% vesting at the end of one year and the remaining shares vesting monthly thereafter or (b) ratably on a monthly basis. 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 six months ended June 30, 2021 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, 2020 4,622,828 $ 29.89 4.7 $ 30,451 Granted 80,000 39.17 Exercised (564,923) 12.24 Canceled (29,275) 49.09 Outstanding at June 30, 2021 4,108,630 $ 32.36 4.8 $ 38,326 Options vested and exercisable at June 30, 2021 3,632,114 $ 31.80 4.4 $ 36,462 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 $0.7 million and $0.2 million for the three months ended June 30, 2021 and 2020, respectively, and $11.8 million and $4.4 million for the six months ended June 30, 2021 and 2020, respectively. The weighted-average grant date fair value of options granted during the three and six months ended June 30, 2021 was $18.55 per share. There were no options granted during the three months ended June 30, 2020. The weighted-average grant date fair value of options granted during the six months ended June 30, 2020 was $11.13 per share. As of June 30, 2021, total unrecognized compensation costs related to nonvested stock options were approximately $7.5 million, which the Company expects to recognize over a weighted-average time period of 2.0 years. RSUs RSUs generally vest over a four-year period, on one of two schedules: (a) 25% vesting at the end of one year and the remaining vesting quarterly thereafter or (b) ratably on a quarterly basis. RSUs also include performance-based restricted stock units ("PRSUs"), which are subject to both a time-based vesting schedule and either (a) a market condition or (b) the achievement of performance goals. The time-based vesting schedule is quarterly over four years (the "Time-Based Vesting Schedule"). For PRSUs subject to a market condition, the Company recognizes expense from the date of grant. For PRSUs subject to performance goals, the Company recognizes expense when it is probable that the performance condition will be achieved. The shares underlying each PRSU award subject to a market condition 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. If this market condition is met, the shares underlying each PRSU award will vest according to the Time-Based Vesting Schedule. Any shares subject to the PRSUs that have met the Time-Based Vesting Schedule at the time the market condition 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, subject to the applicable employee's continued service as of each such vesting date. For PRSUs subject to performance goals, a percentage of the target number of shares, ranging from zero to 200%, will become eligible to vest based on the Company's level of achievement of certain financial targets, subject to the Time-Based Vesting Schedule. The shares subject to performance goals become eligible to vest once the achievement against the financial targets is known, which will be no later than March of the following year. On the quarterly vest date immediately following such determination (or a vest date otherwise specified in the agreement), the eligible shares, if any, will vest to the extent that the employee has met the Time-Based Vesting Schedule as of such date. Thereafter, the eligible shares will continue to vest in accordance with the Time-Based Vesting Schedule, subject to the applicable employee's continued service as of each such vesting date. The Company performed an analysis as of June 30, 2021 to assess the probability of achievement of the PRSU financial targets and, as a result, recorded compensation costs in the three and six months ended June 30, 2021 for the PRSUs that it expected to vest. As the PRSU activity during the six months ended June 30, 2021 was not material, it is presented together with the RSU activity in the table below. A summary of RSU and PRSU activity for the six months ended June 30, 2021 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Nonvested at December 31, 2020 9,757,787 $ 29.22 Granted 4,909,615 36.10 Vested (1) (2,337,449) 31.84 Canceled (1,331,918) 31.62 Nonvested at June 30, 2021 10,998,035 $ 31.44 (1) Includes 923,147 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 and PRSUs that vested during the six months ended June 30, 2021 and 2020 was $88.7 million and $46.1 million, respectively. As of June 30, 2021, the Company had approximately $336.6 million of unrecognized stock-based compensation expense related to RSUs and PRUSs, which it expects to recognize over the remaining weighted-average vesting period of approximately 2.8 years. Employee Stock Purchase Plan The Employee Stock Purchase Plan ("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 254,449 shares purchased by employees under the ESPP at a weighted-average price of $34.09 in the three and six months ended June 30, 2021. There were 433,697 shares purchased by employees under the ESPP at a weighted-average price of $18.48 in the three and six months ended June 30, 2020. The Company recognized stock-based compensation expense related to the ESPP of $0.7 million and $0.5 million in the three months ended June 30, 2021 and 2020, respectively, and $1.5 million and $1.3 million for the six months ended June 30, 2021 and 2020, 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 Six Months Ended 2021 2020 2021 2020 Cost of revenue $ 1,094 $ 943 $ 2,202 $ 1,986 Sales and marketing 8,441 7,302 16,838 14,998 Product development 20,674 16,827 41,427 34,582 General and administrative 10,650 5,513 19,637 10,769 Total stock-based compensation recorded to loss before income taxes 40,859 30,585 80,104 62,335 Benefit from income taxes (9,501) (11,652) (19,566) (24,209) Total stock-based compensation recorded to net income (loss) $ 31,358 $ 18,933 $ 60,538 $ 38,126 The Company capitalized $2.8 million and $2.2 million of stock-based compensation expense as website development costs in the three months ended June 30, 2021 and 2020, respectively, and $5.5 million and $4.5 million in the six months ended June 30, 2021 and 2020, respectively. |