Share-Based Awards | Share-Based Awards We grant equity incentive awards to certain of our employees (including our executive officers), directors and consultants. Following the Spin-Off, all of the awards we have granted have been stock options and RSUs relating to shares of our Series C common stock. Most of these awards contain service-based vesting conditions (typically annual vesting over four years ), and some of these awards contain both service- and milestone-based vesting conditions. We also grant deferred stock units ("DSUs") in respect of our Series C common stock to our directors under the Omnibus Incentive Plan and the CommerceHub, Inc. Non-Employee Director Deferred Compensation Plan (the "Deferred Compensation Plan"). Included in the consolidated statements of comprehensive income (loss) are the following amounts of share-based compensation, net of estimated forfeitures, for the years ended December 31 (amounts in thousands): 2017 2016 2015 Cost of revenue $ 396 $ (102 ) $ 2,361 Research and development 1,728 2,261 7,229 Sales and marketing 553 834 4,098 General and administrative 5,952 8,297 28,462 $ 8,629 $ 11,290 $ 42,150 Gross tax-related benefits of $3.6 million , $87.2 million and $7.5 million were also recognized for the years ended December 31, 2017 , 2016 and 2015 , respectively. Cash received from exercises of stock options totaled $3.3 million , $0.8 million , and $33 thousand for the years ended December 31, 2017 , 2016 and 2015 , respectively, and is included in financing activities in the consolidated statements of cash flows. CommerceHub Employee Plans Legacy Plans Prior to the Spin-Off, CTI issued share-based awards pursuant to an incentive and nonqualified stock option plan adopted in 1999 (the "1999 Plan") and its 2010 Stock Appreciation Rights Plan (the "SAR Plan"). The 1999 Plan authorized grants of options to purchase up to 4,000,000 shares of authorized but unissued common stock. Options granted under the 1999 Plan were to vest over a period of four years and expire ten years from the date of grant. No shares of common stock are available for grants, or have been available for grants under the 1999 Plan, since September 2009 when the 1999 Plan expired. The SAR Plan authorized grants of up to 6,000,000 SARs, which included and was not in addition to shares previously issued, or shares issuable in respect of awards previously issued, under the 1999 Plan. The SARs issued under the SAR Plan typically vested over a period of four years and expired ten years from the date of grant for service-based awards. SARs that included both service and performance-based conditions vested based on the satisfaction of service requirements and achievement of performance conditions over the period specified in the applicable award agreement. The SAR Plan was terminated in connection with the Spin-Off. All of the Company's share-based awards under these plans were classified as liability awards, as the SARs could have been settled in cash and the stock options could have been settled in cash at the option of the holder, in each case under a liquidity program. The Company measured the cost of services received in exchange for a liability classified award based on the current fair value of the award, and remeasured the fair value of the award at each reporting date. In connection with the Spin-Off, the 2,663,616 CTI awards then outstanding, consisting of 33,950 options and 2,629,666 SARs, were converted at an exchange ratio of approximately 2.18 , into 5,811,150 options to purchase shares of our Series C common stock. Unlike the original CTI options and SARs, which were able to be settled in cash prior to completion of the Spin-Off, the option awards resulting from the conversion of the original CTI options and SARs may be settled only in shares of our Series C common stock. Except as described above, the terms of these awards (including, for example, the vesting terms thereof) are, in all material respects, the same as those of the corresponding original CTI option or SAR award. These awards were issued pursuant to the CommerceHub, Inc. Legacy Stock Option Plan and the CommerceHub, Inc. Legacy SAR Plan (together, the "Legacy Plans"). The Legacy Plans govern the terms and conditions of these option awards but will not be used to make any new grants following the Spin-Off. The foregoing conversion of these awards as part of our internal restructuring in connection with the Spin-Off resulted in a modification of the terms and conditions of the pre-Spin-Off awards, and the reclassification of the awards from liability to equity awards. As of the July 21, 2016 modification date, we performed a fair value analysis of the awards immediately before and immediately after the restructuring. Because the 1999 Plan and the SAR Plan contained antidilution provisions, there was no incremental fair value or compensation expense as a result of the restructuring. The fair value of these awards immediately before and immediately after the Spin-Off was approximately $12.5 million . The value of these awards at the time of the restructuring was reclassified from share-based compensation liability to additional paid in capital. The remaining unvested compensation expense is recognized over the remaining service period or, for those awards with performance-based conditions, the service period when such performance conditions are considered probable. CommerceHub, Inc. 2016 Omnibus Incentive Plan In connection with the Spin-Off, we adopted the Omnibus Plan. The Omnibus Plan is designed to provide additional remuneration to officers, employees, nonemployee directors and independent contractors for service to CommerceHub and to encourage each plan participant’s investment in CommerceHub. Stock options, SARs, restricted shares, restricted stock units, cash awards, performance awards or any combination of the foregoing may be granted under the Omnibus Plan (collectively, "awards"). On January 1, 2017, the number of shares available for issuance under the Omnibus Plan was increased by 2,146,064 shares, or 5.0% of the outstanding shares of our common stock on December 31, 2016 , to 15,346,064 shares of our Series C common stock, subject to anti-dilution, annual share-reserve increases and other adjustment provisions of the Omnibus Plan. The Omnibus Plan is administered by the compensation committee of the Company’s board of directors with regard to awards granted under the Omnibus Plan other than awards granted to the nonemployee directors, which are administered by the full board of directors, and the compensation committee and its designees (and the board of directors with respect to awards granted to non-employee directors) have full power and authority to determine the terms and conditions of such awards. We amended and restated the Omnibus Plan on October 13, 2016 in order to permit the compensation committee of the Company’s board of directors to delegate award granting authority under the Omnibus Plan. On June 16, 2017, our public stockholders approved the Second Amended and Restated Omnibus Plan at our 2017 Annual Meeting of Stockholders. Options Activity under the Omnibus Plan and Legacy Plans (Series C) The following tables summarize the share-based award activity of options to purchase shares of our common stock under our Omnibus Plan and Legacy Plans for the year ended December 31, 2017 : CommerceHub Employee Plans Omnibus Plan Legacy Plans Series C Weighted Average Exercise Price Series C Weighted Average Exercise Price Outstanding at January 1, 2017 193,998 $ 14.59 5,580,109 $ 12.96 Granted 364,075 $ 16.56 — $ — Exercised (3,544 ) $ 14.85 (205,963 ) $ 10.38 Forfeited (229,437 ) $ 15.68 (453,925 ) $ 15.53 Outstanding at December 31, 2017 325,092 $ 16.02 4,920,221 $ 12.83 Weighted average remaining contractual life (in years) 9.0 7.2 Aggregate intrinsic value (in thousands) $ 1,502 $ 38,187 Exercisable at December 31, 2017 28,274 $ 14.55 2,457,076 $ 9.61 Weighted average remaining contractual life (in years) 7.7 5.9 Aggregate intrinsic value (in thousands) $ 171 $ 26,978 Vested and expected to vest at December 31, 2017 285,180 $ 15.99 4,643,090 $ 12.62 Weighted average remaining contractual life (in years) 9.0 7.1 Aggregate intrinsic value (in thousands) $ 1,325 $ 36,999 The aggregate intrinsic value of options exercised under the Omnibus Plan during 2017 was $23 thousand . There were no exercises under the Omnibus Plan during 2016. We do not issue new grants under the Legacy Plans. The aggregate intrinsic value of options exercised under the Legacy Plans was $1.7 million during 2017 and $0.5 million during the post-Spin-Off period in 2016 . The aggregate intrinsic value of options exercised under the 1999 Plan and the SAR Plan was $86.7 million during the pre-Spin-Off period in 2016 and $7.5 million during the year ended December 31, 2015 . As of December 31, 2017 , unrecognized compensation cost related to options to purchase shares of our Series C common stock under the Omnibus Plan and Legacy Plans was approximately $1.4 million and $9.9 million , respectively, and is expected to be recognized over weighted-average remaining vesting periods of approximately 3.2 years and 2.6 years , respectively. RSU Activity Under the Omnibus Plan (Series C) The following table summarizes the share-based award activity of RSUs relating to our Series C common stock granted under the Omnibus Plan for the year ended December 31, 2017 : Number of Weighted Outstanding at January 1, 2017 505,831 $ 14.35 Granted 442,263 $ 17.31 Vested (123,645 ) $ 14.34 Forfeited (280,954 ) $ 15.36 Outstanding at December 31, 2017(1) 543,495 $ 16.15 (1) Includes 40,850 DSUs relating to our Series C common stock issued to our directors. These DSUs are vested, but the underlying shares of Series C common stock will not be issued until delivery pursuant to the Deferred Compensation Plan. The weighted average grant-date fair value of RSUs granted under the Omnibus Plan during 2016 was $14.35 . The total fair value as of the respective vesting dates of RSUs vested during 2017 was $2.3 million and there were no RSUs vested for both years ended December 31, 2016 and 2015 . As of December 31, 2017 , unrecognized compensation cost in respect of RSUs relating to shares of Series C common stock was approximately $4.3 million and is expected to be recognized over a weighted average remaining vesting period of approximately 2.8 years . CommerceHub, Inc. Employee Stock Purchase Plan In connection with the Spin-Off, we also adopted the ESPP, which provides employees with the opportunity to invest a portion of their annual eligible compensation to purchase shares of our Series C common stock at a purchase price equal to 85% of the lower of (a) the fair market value of our Series C common stock at the beginning of the applicable six-month offering period, and (b) the fair market value of our Series C common stock at the end of the applicable six-month offering period. We originally reserved 900,000 shares of our Series C common stock for issuance under the ESPP, which was increased to 1,329,212 shares on January 1, 2017 and is increased annually on the first day of each calendar year by the lesser of one percent of our total outstanding common stock on the last day of the immediately preceding calendar year or such other amount determined by the plan administrator. The first offering period under the ESPP began on January 1, 2017. For the year ended December 31, 2017 , we recorded approximately $302 thousand of share-based compensation expense associated with the ESPP. During 2017 , employees purchased 36,298 shares of Series C common stock under the ESPP and total cash received from ESPP purchases was $464 thousand . Liberty Employee Plans In connection with the Spin-Off, holders of option awards, RSUs and restricted stock awards ("RSAs") relating to Liberty's Liberty Ventures common stock received CommerceHub options, RSUs and RSAs, respectively, pursuant to the CommerceHub, Inc. Transitional Stock Adjustment Plan (the “Transitional Plan”). The Transitional Plan, which is administered for the benefit of Liberty employees and consultants, governs the terms and conditions of these new awards but will not be used to make any further grants. CommerceHub, Inc. Transitional Stock Adjustment Plan Prior to the Spin-Off, Liberty had granted to certain directors, officers, employees and consultants of Liberty options to purchase shares of Liberty Ventures common stock (each, an "original Ventures option award") pursuant to applicable incentive plans in place at Liberty. Each holder of an outstanding original Ventures option award on the record date for the Spin-Off (the "record date") who was a member of the Liberty board of directors or an officer of Liberty holding the position of Vice President or above received (i) an option to purchase shares of the corresponding series of our common stock and an option to purchase shares of our Series C common stock (such new option awards, "new CommerceHub option awards") and (ii) an adjustment to the exercise price of and the number of shares subject to the original Ventures option award (as so adjusted, an "adjusted Ventures option award"). The exercise prices of and the number of shares subject to the new CommerceHub option awards and the related adjusted Ventures option awards were determined based on the exercise price of and the number of shares subject to the applicable original Ventures option award, the distribution ratios used in the Spin-Off, the pre-Spin-Off trading price of Liberty Ventures common stock (determined using the volume weighted average price of the applicable series of Liberty Ventures common stock over the three consecutive trading days immediately preceding the Spin-Off) and the relative post-Spin-Off trading prices of Liberty Ventures common stock and our common stock (determined using the volume-weighted average price of the applicable series of common stock over the three consecutive trading days beginning on the first trading day following the Spin-Off on which both the Liberty Ventures common stock and our common stock traded in the "regular way" (meaning once the common stock trades using a standard settlement cycle)), such that the pre-Spin-Off intrinsic value of the original Ventures option awards was allocated between the new CommerceHub option awards and the adjusted Ventures option awards. All other holders of original Ventures option awards did not receive any new CommerceHub option awards as a result of the distribution. Rather, the holders' original Ventures option awards were adjusted so as to preserve the pre-Spin-Off intrinsic value of the original Ventures option awards based on the exercise price of and number of shares subject to such original Ventures option awards, the distribution ratios used in the Spin-Off, the pre-Spin-Off trading price of Liberty Ventures common stock and the post-Spin-Off trading price of Liberty Ventures common stock (determined as described above). Except as described above, all other terms of the adjusted Ventures option awards and the new CommerceHub option awards (including, for example, the vesting terms thereof) are, in all material respects, the same as those of the corresponding original Ventures option awards. Options Activity Under the Transitional Plan (Series A and Series C) The following table summarizes the share-based award activity of options to purchase shares of our common stock under the Transitional Plan for the year ended December 31, 2017 : Liberty Employee Plans Transitional Plan Series A Weighted Average Exercise Price Series C Weighted Average Exercise Price Outstanding at January 1, 2017 329,188 $ 7.46 1,006,043 $ 8.93 Granted — $ — — $ — Exercised (61,248 ) $ 5.63 (136,220 ) $ 5.62 Forfeited (1,785 ) $ 12.51 (3,558 ) $ 12.46 Outstanding and expected to vest at December 31, 2017 266,155 $ 7.90 866,265 $ 9.45 Weighted average remaining contractual life (in years) 3.0 3.5 Aggregate intrinsic value (in thousands) $ 3,733 $ 9,650 Exercisable at December 31, 2017 203,611 $ 6.44 460,899 $ 7.23 Weighted average remaining contractual life (in years) 2.3 2.6 Aggregate intrinsic value (in thousands) $ 3,149 $ 6,159 We do not issue new grants under the Transitional Plan. The aggregate intrinsic value of options to purchase Series A common stock exercised under the Transitional Plan was $0.7 million during 2017 and $0.1 million during the post-Spin-Off period in 2016. The aggregate intrinsic value of options to purchase Series C common stock exercised under the Transitional Plan was $1.5 million during 2017 and $0.2 million during the post-Spin-Off period in 2016. There is no unrecognized compensation cost related to stock options under the Transitional Plan because they are held by employees of Liberty and any related compensation expense is incurred by Liberty. Options Activity Under the Transitional Plan (Series B) As of December 31, 2017, there were 172,882 new CommerceHub option awards to purchase shares of our Series B common stock outstanding, with a weighted average exercise price of $11.89 , aggregate intrinsic value of $2.0 million , and weighted average remaining contractual life of 4.2 years . There was no activity relating to these awards during the year ended December 31, 2017 . As of December 31, 2017, 32,052 of these stock options were exercisable, with a weighted average exercise price of $12.49 , aggregate intrinsic value of $353 thousand and weighted average remaining contractual life of 4.9 years . There is no unrecognized compensation cost related to options to purchase shares of our Series B common stock under the Transitional Plan because these awards are held by an employee of Liberty and any related compensation expense is incurred by Liberty. RSAs and RSUs Under the Transitional Plan Each holder of an RSU relating to shares of Series A or Series B Liberty Ventures common stock (an "original Ventures RSU") on the record date received 0.1 of an RSU relating to shares of the corresponding series of CommerceHub common stock and 0.2 of an RSU relating to shares of CommerceHub Series C common stock (such new RSU awards, "new CommerceHub RSUs") for each original Ventures RSU held by them as of the record date, with cash paid in lieu of fractional new CommerceHub RSUs. Except as described herein, the terms of all of the new CommerceHub RSUs (including, for example, the vesting terms thereof) are, in all material respects, the same as those of the corresponding original Ventures RSU. Each holder of an RSA relating to shares of Series A or Series B Liberty Ventures common stock (an "original Ventures RSA") on the record date received (i) 0.1 of an RSA relating to the corresponding series of CommerceHub common stock and (ii) 0.2 of an RSA relating to CommerceHub Series C common stock (such new RSAs, "new CommerceHub RSAs") for each RSA relating to Liberty Ventures common stock held by them as of the record date, with cash paid in lieu of fractional new CommerceHub RSAs. Except as described herein, the terms of all new CommerceHub RSAs (including, for example, the vesting terms thereof) are, in all material respects, the same as those of the corresponding original Ventures RSA. RSA and RSU Activity Under the Transitional Plan (Series A and Series C) Share-based award activity for RSUs and RSAs relating to our Series A and Series C common stock issued under the Transitional Plan for the year ended December 31, 2017 was not material. As of December 31, 2017, there were 4,357 RSAs and 118 RSUs relating to our Series A common stock outstanding, and there were 8,745 RSAs and 236 RSUs relating to our Series C common stock outstanding. There is no unrecognized compensation cost related to these awards because they are held by employees of Liberty and any related compensation expense is incurred by Liberty. |