Stock-based compensation | Note 8 ̶ Stock-based compensation Early exercise of stock options Stock options granted pursuant to the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) permit certain management-level option holders and directors to elect to exercise unvested options prior to vesting (“early exercise”). In the event of termination of the option holder’s employment or directorship, all unvested shares issued upon the early exercise, so long as they remain unvested, are subject to repurchase by the Company at the lower of the original exercise price or the fair market value of a share of common stock on the date of termination. Consistent with authoritative guidance, early exercises are not considered substantive exercises for accounting purposes. Cash received for the exercise of unvested options is recorded as a liability, which is released to additional paid-in capital at each reporting date as the shares vest. During the nine months ended September 30, 2016, 3,420,243 options were early exercised prior to vesting. From the date of exercise through September 30, 2016, 1,869,817 options subject to early exercise vested and 27,600 options subject to early exercise were forfeited and repurchased by the Company in connection with the resignation of a Board member. As of September 30, 2016, the Company recorded a liability of $4.1 million related to 1,522,826 shares that remained subject to a potential repurchase obligation of the Company. These shares are expected to vest within the next twelve months. Accordingly, the liability In connection with certain of these early exercises, the Company extended loans to certain key management personnel (the “Debtors”) totaling $10.4 million (the “2016 Notes”). The 2016 Notes served as financing for the Debtors’ exercises of previously issued stock options. The 2016 Notes were secured by the underlying shares and were full recourse to the respective Debtor’s personal assets. The 2016 Notes carried interest at between 0.75% and 0.81% per annum, due semi-annually, and matured in January 2018 or earlier upon the occurrence of certain events specified in the 2016 Note agreements. Amounts due from employees in relation to the 2016 Notes were recorded as a reduction in stockholders’ equity. Upon early exercise, the option holders received shares of restricted common stock and as such, participated in the June 2016 special dividend. Pursuant to the terms of the 2016 Notes, the proceeds from the dividend of $4.1 million were required to be used to pay down the outstanding principal balance. In July 2016, the Company provided an additional loan totaling $1.5 million (the “July 2016 Add-On Note”) to one of the Debtors to finance the exercise of an additional 808,028 options at an exercise price of $1.84 per option. The July 2016 Add-On Note carried interest at 0.71% per annum, due semi-annually, and matured in July 2018 or earlier upon the occurrence of certain events specified in the Note agreement. All other terms and conditions of the July 2016 Add-On Note were identical to the 2016 Notes. Amounts due from this employee in relation to the July 2016 Add-On Notes were recorded as a reduction in stockholders’ equity. Upon early exercise, the option holder received shares of restricted common stock. In August 2016, the Debtors repaid the remaining balance of $7.9 million, including accrued interest, in full. Stock option modification In June 2016, the Company modified all stock options outstanding and reduced the exercise price by $1.79 per share in order to protect the option holders from dilution that would have otherwise resulted from the dividend recapitalization transaction. A total of 43 individuals, including three board members, held options that were modified. As the Company was not obligated to provide anti-dilution protection under the 2014 Plan, this constituted a modification, as defined by ASC 718 Compensation-stock compensation Initial public offering grant In connection with the initial public offering, the Company adopted the 2016 Equity Incentive Award Plan (the “2016 Plan”), which became effective immediately prior to the effectiveness of the Company’s registration statement filed on Form S-1. Under the 2016 Plan, an aggregate of 5,430,690 shares of the Company’s common stock are reserved for issuance pursuant to stock-based compensation awards. Any options currently outstanding under the 2014 Plan that are subsequently forfeited or lapse unexercised will increase the shares of the Company’s common stock reserved for issuance under the 2016 Plan, up to a maximum of 4,341,200 additional shares. Immediately prior to the effectiveness of the Company’s registration statement filed on Form S-1, the Company granted 596,217 restricted stock units (“RSUs”) and, upon pricing of the IPO, the Company granted options to purchase 1,250,517 shares of the Company’s common stock to certain officers, employees and directors under the 2016 Plan. Each option has an exercise price per share equal to the initial public offering price. Service-based options The following table summarizes the activities for service-based stock options for the nine months ended September 30, 2016: Options outstanding Weighted-average exercise price (1) Weighted-average remaining contractual life (in years) Aggregate intrinsic values (in thousands) Balance as of December 31, 2015 3,997,502 $ 3.66 Granted 1,872,897 13.58 Exercised (2,427,063 ) 3.61 Forfeited (202,860 ) 3.79 Cancelled (41,400 ) 3.62 Balance as of September 30, 2016 3,199,076 $ 8.54 9.2 $ 62,651 Exercisable, September 30, 2016 1,167,480 $ 1.84 8.0 $ 30,685 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the fair market value of a share of common stock of $28.12 on September 30, 2016. Stock-based compensation cost related to service-based options was $0.1 million and $0.3 million in the three and nine months ended September 30, 2015, respectively, and $2.6 million and $3.7 million in the three and nine months ended September 30, 2016, respectively. A portion of the stock-based compensation cost recognized in the three and nine months ended September 30, 2016 relates to service-based options for which all future vesting was accelerated upon the initial public offering. The remaining unamortized compensation cost for such options was recognized in the three months ended September 30, 2016. All stock-based compensation expense is recorded in selling, general and administrative expenses. As of September 30, 2016, there was $10.1 million in unrecognized stock-based compensation cost related to unvested service-based stock options, which is expected to be recognized over a weighted-average period of 4.1 years. Performance-based options For the Company’s performance-based options, in addition to the service condition, the ultimate number of shares to be earned depends on the achievement of both a performance and market condition. The performance condition is based on the occurrence of a liquidity event (e.g., initial public offering or change-in-control transaction). The market condition is based upon the achievement of a minimum rate of return from the liquidity event. The following table summarizes the activities for performance-based stock options for the nine months ended September 30, 2016: Options outstanding Weighted-average exercise price (1) Weighted-average remaining contractual life (in years) Aggregate intrinsic values (in thousands) Balance as of December 31, 2015 4,848,869 $ 3.64 Granted 276,690 6.69 Exercised — — Forfeited (1,217,692 ) 3.63 Cancelled (23,460 ) 3.62 Balance as of September 30, 2016 3,884,407 $ 2.45 8.0 $ 98,278 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the fair market value of a share of common stock of $28.12 on September 30, 2016. In regards to the performance condition, if a liquidity event occurred on or prior to January 31, 2016, an additional number of options would have vested, assuming the minimum rate of return was achieved. During the nine months ended September 30, 2016, a total of 919,611 performance-based options did not vest and were forfeited because a liquidity event did not occur on or prior to January 31, 2016. The remaining forfeitures occurred in connection with the termination of employment of certain employees. In the three months ended September 30, 2016, the Company recognized $1.5 million in stock-based compensation cost related to performance-based options as the performance condition was satisfied upon the initial public offering. The performance-based options vest upon achievement of a minimum rate of return from the liquidity event, which will first be measured in March 2017 and holders of performance-based vesting options must remain employed as of the measurement date. As such, there was $0.6 million in unrecognized stock-based compensation cost related to performance-based stock options as of September 30, 2016, which is expected to be recognized over a weighted-average period of 0.5 years. Restricted stock units The following table summarizes the activities for restricted stock units for the nine months ended September 30, 2016: Restricted stock units outstanding Weighted-average grant date fair value Balance as of December 31, 2015 - $ - Granted 596,217 17.00 Vested - - Forfeited - - Cancelled - - Balance as of September 30, 2016 596,217 $ 17.00 Stock-based compensation cost related to restricted stock units was $0.1 million in the three months ended September 30, 2016. As of September 30, 2016, there was $10.1 million in unrecognized stock-based compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 4.0 years. |