STOCKHOLDERS' EQUITY

Stock Based Compensation

Shares Available For Issuance

In the fiscal year ended December 31, 2016, we adopted the 2016 Incentive Plan (“2016 Plan”). Under the 2016 Plan, we may grant awards up to an aggregate amount of shares equal to the sum of: (i) 2,250 shares of Class A common stock (subject to adjustment in the event of stock splits and other similar events), plus (ii) such additional number of shares of Class A common stock (up to 2,723 shares) as is equal to the sum of the number of shares of Class A common stock that remained available for grant under the 2006 Stock Incentive Plan (“2006 Plan”) immediately prior to the expiration of the 2006 Plan and the number of shares of Class A common stock subject to awards granted under the 2006 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us. As of March 31, 2017, there were 1,927 Class A common stock equivalents available for future grant under the 2016 Plan.

Stock Options

Stock options are granted at a price equal to the prevailing fair value of our Class A common stock at the date of grant. Generally, stock options granted have a term not to exceed ten years and vest over a one year to four year period from the date of grant.

The fair value of each stock option granted, with the exception of market-based performance stock option grants, is estimated using a Black-Scholes option-pricing model, which requires extensive use of accounting judgment and financial estimation, including estimates of the expected term stock option holders will retain their vested stock options before exercising them and the estimated volatility of our Class A common stock price over the expected term. The fair value of each market-based performance stock option granted is estimated using a Monte Carlo option-pricing model, which also requires extensive use of accounting judgment and financial estimation, including estimates of the expected term stock option holders will retain their vested stock options before exercising them and the estimated volatility of our Class A common stock price over the expected term, but also including estimates of share price appreciation plus the value of dividends of our Class A common stock as compared to the Russell 2000 Index over the requisite service period.

A summary of stock option activity follows:



	Stock Options (1)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Outstanding, December 31, 2016	1,115		$	6.13
Granted	—		$	—
Exercised	(33	)	$	11.01
Forfeited	(2	)	$	4.06
Outstanding, March 31, 2017	1,080		$	5.98	5.7	$	8,787
Exercisable, March 31, 2017	747		$	5.51	4.5	$	6,431
Unvested, March 31, 2017	373		$	7.62	8.4	$	2,421


(1)	Market-based performance stock options are included at the 100% attainment level. Attainment of the maximum performance targets and market achievements would result in the issuance of an additional 40 shares of Class A common stock currently included in unvested.

Stock-based compensation expense for stock options was $171 during the three months ended March 31, 2017, as compared to $146 during the three months ended March 31, 2016.

During the three months ended March 31, 2017, the aggregate intrinsic value of stock options exercised was $53.

As of March 31, 2017, total unrecognized stock-based compensation expense related to outstanding stock options, including market-based performance stock options assuming the attainment of maximum performance targets, was $947, which will be recognized over a weighted average period of 1.0 year.

Other Stock Awards

Restricted stock awards, restricted stock units and performance stock units, with the exception of market-based performance stock units, are granted at a price equal to the fair value of our Class A common stock at the date of grant. The fair value of each market-based performance stock unit is estimated using a Monte Carlo pricing model, which requires extensive use of accounting judgment and financial estimation, including the estimated share price appreciation plus the value of dividends of our Class A common stock as compared to the Russell 2000 Index over the requisite service period.

Restricted stock awards granted to non-employee directors vest incrementally over a three year period beginning on the first anniversary of the date of grant. Restricted stock units vest incrementally over an identified service period beginning on the grant date based on continued employment. Performance stock units, including market-based performance stock units, vest at a future date following the grant date and are based on the attainment of performance targets and market achievements, as applicable.

A summary of restricted stock, restricted stock unit and performance stock unit activity follows:



	Restricted Stock, Restricted Stock Units, and Performance Stock Units (1)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Outstanding, December 31, 2016	1,099		$	7.03
Granted	407		$	12.13
Class A Common Stock Vested	(288	)	$	5.01
Forfeited	(17	)	$	5.94
Outstanding, March 31, 2017	1,201		$	9.20	1.9	$	5,936
Unvested, March 31, 2017	1,563		$	9.97	2.0	$	6,539


(1)	Market-based performance stock unit grants are included at the 100% attainment level. Attainment of the maximum performance targets and market achievements would result in the issuance of an additional 362 shares of Class A common stock currently included in unvested.

Stock-based compensation expense related to restricted stock, restricted stock units and performance stock units was $1,058 during the three months ended March 31, 2017, as compared to $550 during the three months ended March 31, 2016.

During the three months ended March 31, 2017, the total fair value of other stock awards vested was $3,408.

As of March 31, 2017, total unrecognized stock-based compensation expense related to outstanding restricted stock and restricted stock units was $4,704, which will be recognized over a weighted average period of 1.7 years. As of March 31, 2017, maximum unrecognized stock-based compensation expense related to outstanding performance stock units, assuming the attainment of maximum performance targets, was $7,700 to be recognized over a weighted average period of 2.2 years.

The weighted average fair value of market-based performance stock units granted during the three months ended March 31, 2017 was $12.51 per award, which was calculated using a Monte Carlo pricing model assuming a risk free interest rate of 1.45% and an expected volatility of 32.80% assuming no expected dividend yield. The risk-free interest rate is based on the U.S. Treasury yield curve for the expected service period of the award. Expected volatility is calculated using the daily volatility of our Class A common stock over the expected service period of the award.

The Monte Carlo pricing model requires extensive use of accounting judgment and financial estimation. Application of alternative assumptions could produce significantly different estimates of the fair value of stock-based compensation and consequently, the related amounts recognized in the consolidated statements of operations.

We also recorded $28 of stock-based compensation expense related to our Amended and Restated 1997 Employee Stock Purchase Plan during the three months ended March 31, 2017, as compared to $26 during the three months ended March 31, 2016.

Comprehensive Loss

A summary of the changes in the balances of each component of accumulated other comprehensive loss, net of tax follows:




	Marketable Securities			Interest Rate Swaps
Balance, December 31, 2016	$	(68	)	$	—
Other comprehensive income (loss) before reclassifications	23			(110		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			69
Net current-period other comprehensive income (loss)	23			(41		)
Balance, March 31, 2017	$	(45	)	$	(41	)

A summary of reclassifications out of accumulated other comprehensive loss, net of tax follows:



	Three Months Ended March 31,
	2017		2016
Details About Accumulated Other Comprehensive Loss Components	Amounts Reclassified Out of Accumulated Other Comprehensive Loss				Affected Line Item in the Consolidated Statements of Operations
Interest rate swaps	69		—		Interest expense
	69		—		Loss before income taxes
	—		—		Provision (benefit) for income taxes
	$	69	$	—	Net loss