Equity-Based Compensation | Equity-Based Compensation 2019 Equity Incentive Plan In August 2019, the Board of Directors adopted the 2019 Equity Incentive Plan (the "2019 Plan"), which was subsequently approved by the Company’s stockholders in September 2019. The 2019 Plan serves as the successor to the 2015 Stock Plan (the "2015 Plan"). The 2015 Plan continues to govern the terms and conditions of the outstanding awards previously granted thereunder. Any reserved shares not issued or subject to outstanding grants under the 2015 Plan on the effective date of the 2019 Plan became available for grant under the 2019 Plan and will be issued as Class A common stock. The number of shares reserved for issuance under the 2019 Plan will increase automatically on July 1 of each of 2020 through 2029 by the number of shares of the Company’s Class A common stock equal to 5% of the total outstanding shares of all of the Company’s classes of common stock as of each June 30 immediately preceding the date of increase, or a lesser amount as determined by the Board of Directors. On July 1, 2020, the number of shares of Class A common stock available for issuance under the 2019 Plan was automatically increased according to its terms by 14,401,954 shares. As of September 30, 2020, the number of shares of Class A common stock available for future award under the 2019 Plan is 50,065,240. Stock Options The following summary sets forth the stock option activity under the 2019 Plan: Options Outstanding Number of Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in millions) Outstanding — June 30, 2020 66,818,860 $ 10.57 8.0 $ 3,153.6 Granted 2,155,099 $ 81.11 Exercised (3,497,582) $ 5.75 Forfeited (480,418) $ 14.58 Outstanding — September 30, 2020 64,995,959 $ 13.14 7.8 $ 5,596.0 Vested and Exercisable— September 30, 2020 27,318,967 $ 5.47 6.8 $ 2,561.7 Unvested option activity is as follows: Options Weighted-Average Grant Date Fair Value Unvested - June 30, 2020 39,674,590 $ 7.41 Granted 2,155,099 $ 33.43 Early exercised unvested (20,240) $ 2.74 Vested (3,655,136) $ 6.09 Forfeited (477,321) $ 6.86 Unvested - September 30, 2020 37,676,992 $ 9.04 The aggregate intrinsic value of options outstanding, vested and exercisable, were calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock as of September 30, 2020. Prior to the IPO, the fair value of the Company's common stock was determined by the Board of Directors. After the IPO, the fair value of the common stock is the closing stock price of the Company's Class A common stock as reported on the Nasdaq Global Select Market. As part of the 2015 Plan and 2019 Plan (collectively, the "Plans"), the Company issued options to certain key management that vest upon the achievement of certain performance milestones. During the three months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense related to the performance based options of $0.2 million and $3.7 million, respectively. For the three months ended September 30, 2020 and 2019, the weighted-average grant date fair value per option was $33.43 and $12.80, respectively. The fair value of each option was estimated at the grant date using the Black-Scholes method with the following assumptions: Three Months Ended September 30, 2020 2019 Weighted average risk-free interest rate (1) 0.4% 1.6% Weighted average expected term (in years) 6.3 6.3 Weighted average expected volatility (2) 42.5% 45.0% Expected dividend yield — — ____________________________ (1) Based on U.S. Treasury seven-year constant maturity interest rate whose term is consistent with the expected term of the option. (2) Expected volatility is based on an analysis of comparable public company volatilities and adjusted for the Company’s stage of development. Restricted Stock and Restricted Stock Units The following table summarizes the activity related to the Company's restricted stock and restricted stock units: Restricted Stock Units Outstanding Number of Awards Weighted-Average Grant Date Fair Value Outstanding — June 30, 2020 616,113 $ 32.02 Granted 550,256 $ 80.08 Cancelled (189) $ 82.59 Outstanding — September 30, 2020 1,166,180 $ 54.69 Employee Stock Purchase Plan In August 2019, the Board of Directors adopted, and in September 2019, the Company's stockholders approved, the 2019 Employee Stock Purchase Plan ("ESPP"), through which eligible employees may purchase shares of the Company's Class A common stock at a discount through accumulated payroll deductions. The ESPP became effective on the date the registration statement, in connection with the Company’s IPO, was declared effective by the SEC (the "Effective Date"). The number of shares of the Company's Class A common stock that will be available for issuance and sale to eligible employees under the ESPP will increase automatically on the first day of each fiscal year of the Company beginning on July 1, 2020 through 2029, equal to 1% of the total number of outstanding shares of all classes of the Company's common stock on the immediately preceding June 30, or such lesser number as may be determined by the Board of Directors or applicable committee in its sole discretion. On July 1, 2020, the number of shares of Class A common stock available for issuance under the ESPP was automatically increased according to its terms by 2,880,390 shares. As of September 30, 2020, a total of 8,101,657 shares of Class A common stock are available for sale to employees under the ESPP. Unless otherwise determined by the Board of Directors, each offering period will consist of four six-month purchase periods, provided that the initial offering period commenced on the Effective Date and will end on August 31, 2021, and the initial purchase period ended February 28, 2020. Thereafter, each offering period and each purchase period will commence on September 1 and March 1 and end on August 31 and February 28 of each two-year period or each six-month period, respectively, subject to a reset provision. If the closing stock price on the first day of an offering period is higher than the closing stock price on the last day of any applicable purchase period, participants will be withdrawn from the ongoing offering period immediately following the purchase of ESPP shares on the purchase date and would automatically be enrolled in the subsequent offering period ("ESPP reset"), resulting in a modification under ASC 718. Unless otherwise determined by the Board of Directors, the purchase price for each share of Class A common stock purchased under the ESPP will be 85% of the lower of the fair market value per share on the first trading day of the applicable offering period or the fair market value per share on the last trading day of the applicable purchase period. The Black-Scholes option pricing model assumptions used to calculate the fair value of shares estimated to be purchased at the commencement of the ESPP offering periods included weighted average expected terms of 1.2 years, weighted average expected volatility of 58.1%, and weighted average risk-free rate of 1.3% for the three months ended September 30, 2020. The expected term assumptions were based on each offering period's respective purchase date. Since the Company does not have a historical trading history of its stock, the expected volatility was derived from the average historical stock volatilities of several unrelated public companies that the Company considers to be comparable to its business over a period equivalent to the expected terms. The risk-free rate assumptions were based on the U.S. treasury yield curve in effect at the time of the grants. The dividend yield assumption was zero as the Company has not historically paid any dividends and does not expect to declare or pay dividends in the foreseeable future. During the three months ended September 30, 2020, the Company recorded stock-based compensation expense associated with the ESPP of $1.6 million. During the three months ended September 30, 2020, employees purchased approximately 216,094 shares of Class A common stock, under the ESPP, at a weighted-average price of $23.73. As of September 30, 2020, total unrecognized compensation cost related to the ESPP was $14.6 million, which will be amortized over a weighted-average remaining period of 1.7 years. Stock-Based Compensation Expense The Company's total stock-based compensation expense was as follows: Three Months Ended September 30, 2020 2019 (in millions) Cost of revenue Connected Fitness Products $ 1.5 $ 0.3 Subscription 4.5 1.0 Total cost of revenue 5.9 1.3 Sales and marketing 3.4 1.6 General and administrative 16.7 13.5 Research and development 3.6 2.3 Total stock-based compensation expense $ 29.6 $ 18.7 As of September 30, 2020, the Company had $376.7 million of unrecognized stock-based compensation expense related to unvested stock-based awards that is expected to be recognized over a weighted-average period of 3.3 years. |