Equity-Based Compensation | Note 10. Equity-Based Compensation Equity-based compensation expense for awards granted to employees is measured based on the fair value of the award on the grant date and recognized in the Company’s consolidated statements of operations over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). Compensation expense for awards with both a service and performance condition is recognized over the period required to achieve both conditions using the accelerated attribution method. The Company estimates the fair value of stock options using the Black-Scholes option valuation model. The Company measures the fair value of RSUs and share awards based on the fair value of the underlying shares on the date of grant. For awards of Fulgent LLC units subject to a profits interest threshold that were granted before the Reorganization, the fair value was measured using the Black-Scholes option valuation model. Prior to the Reorganization, the Company’s employees and other service providers were granted awards under the Fulgent Therapeutics LLC Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”), which provided for the issuance of equity-based awards to eligible employees, directors and consultants. These awards generally consisted of options, RSUs and units subject to a profits interest threshold. Options granted under the 2015 Plan typically vested over four years and expired 10 years from the date of grant, and were not exercisable, whether or not vested, until the earlier of a liquidity event or incorporation, each as defined in the 2015 Plan. Because the options were subject to both a service condition (as set forth in their vesting schedules) and a performance condition (the occurrence of a qualifying liquidity event or incorporation), no equity-based compensation expense was recognized for these options until the performance condition was deemed to have been satisfied. RSUs granted under the 2015 Plan typically vested over four years. Awards of units subject to profits interest thresholds were typically fully vested at the date of grant. In connection with the Reorganization, the Company approved its 2016 Omnibus Incentive Plan (the “2016 Plan”), which provides for the issuance of up to an aggregate of 2,038,480 shares of the Company’s common stock pursuant to awards granted to eligible employees, directors and consultants. The vesting period, contractual life and other material terms and conditions of awards granted under the 2016 Plan are generally not significantly different from the terms and conditions of awards granted under the 2015 Plan. Additionally, at the effective time of the Reorganization • The 2015 Plan was terminated and no additional awards have been or will be granted thereunder. • Each outstanding option to purchase 7.6 Class D common units of Fulgent LLC was cancelled in exchange for an equivalent option granted under the 2016 Plan to purchase one share of the Company’s common stock. The new options are subject to the same vesting schedule and other material terms and conditions as the cancelled options. The Reorganization was considered an incorporation pursuant to the terms of the 2015 Plan and the performance condition applicable to all options was deemed to have been satisfied. As a result, all of the options became immediately exercisable, to the extent vested, upon completion of the Reorganization. This satisfaction of the performance condition resulted in a cumulative equity-based compensation expense of $1.1 million for the requisite service period related to these options, which the Company recorded in the period in which the Reorganization occurred. The remaining unrecognized equity-based compensation expense related to the options is being recorded over the remaining requisite vesting period of the awards using the accelerated attribution method. • Each outstanding RSU relating to 7.6 Class D common units of Fulgent LLC was cancelled in exchange for an equivalent RSU granted under the 2016 Plan relating to one share of the Company’s common stock. The new RSUs are subject to the same vesting schedule and other material terms and conditions as the cancelled RSUs. Equity-based compensation expense for RSUs is recognized ratably over the requisite vesting period of the awards. • Pursuant to the determination of Mr. Hsieh in his capacity as the Manager of Fulgent LLC prior to the Reorganization, the participation thresholds applicable to all profits interests (i) were ignored and not applied in calculating the number of shares of the Company’s common stock that were issued in exchange for such units in the Reorganization, and (ii) did not carry over to such shares of the Company’s common stock. As a result, the holders of profits interests received shares of the Company’s common stock in the Reorganization at the same ratio, 7.6 units-to-one share, as the holders of Fulgent LLC’s units that were not subject to profits interest thresholds. Ignoring all profits interest thresholds upon the conversion of Fulgent LLC’s profits interests into shares of the Company’s common stock resulted in an equity-based compensation expense of $1.4 million that the Company recorded in the period in which the Reorganization occurred. The Company has included equity-based compensation expense as part of cost of revenue and operating expenses in the accompanying consolidated statements of operations as follows: Year Ended December 31, 2016 2015 (in thousands) Cost of revenue $ 754 $ 1,673 Research and development 1,161 3,241 Selling and marketing 454 1,569 General and administrative 2,285 1,673 Total $ 4,654 $ 8,156 Equity-based compensation expense of $0 and $120,000 recorded in the years ended December 31, 2016 and 2015, respectively, was related to the Pharma business and is included in discontinued operations. Award Activity The below discussions of equity-based award activity, including all share numbers and weighted-average exercise prices, have been adjusted to give retroactive effect to the Reorganization as if it occurred at the beginning of each period presented, with the exception of Class P unit options and Class P unit awards which are not subject to the effect of the Reorganization. Option Awards The following table summarizes activity for options to acquire shares of the Company’s common stock in the years ended December 31, 2016 and 2015: Shares Available for Grant (in thousands) Number of Shares Subject to Options (in thousands) Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Balance at December 31, 2014 — — — — — Authorized 1,974 Granted (274 ) 274 $ 0.38 Exercised — — — Canceled — — — Balance at December 31, 2015 1,700 274 $ 0.38 9.8 $ 645 Authorized 64 Granted (324 ) 324 $ 1.18 Exercised — — — Canceled 42 (42 ) $ 0.38 Balance at December 31, 2016 1,482 556 $ 0.85 9.0 $ 5,976 Exercisable as of December 31, 2016 103 $ 0.38 8.8 $ 1,149 The weighted-average grant date fair value of options to acquire shares of Company’s common stock granted in the years ended December 31, 2016 and 2015 was $7.94 and $2.51, respectively. The remaining unrecognized compensation expense related to these options of $1.6 million for the year ended December 31, 2016, is expected to be recognized over a weighted-average period of 2.9 years. Share and RSU Awards The following table shows grants of share awards and grants of restricted stock units during the years ended December 31, 2016 and 2015: Year Ended December 31, 2016 2015 Employee Non-Employee Employee Non-Employee (in thousands) Share Awards 329 — 3,421 — Restricted Stock Units 364 — — — Share Awards In the year ended December 31, 2016, one employee was granted a share award, which was recorded based on the estimated fair value of shares of common stock on the grant date and resulted in equity-based compensation expense of $1.6 million. These shares were granted outside of the 2015 Plan, were immediately vested and were not subject to a profits interest threshold. In the year ended December 31, 2015, Fulgent LLC granted awards subject to profits interest thresholds, which were fully vested as of the grant date and could have been repurchased in whole or in part by Fulgent LLC at any time during the nine-month period following the termination of the holder’s continuous service. Fulgent LLC’s repurchase right would terminate if not timely exercised by Fulgent LLC and upon the effective date of a registration statement of Fulgent LLC or a successor entity filed under the Securities Act of 1933, as amended, which occurred in connection with the Company’s IPO. The participation threshold for each of the awards granted during the year ended December 31, 2015 was $0.3617 per share, although, as described above, such thresholds were ignored in the Reorganization. Of the awards granted during the period, all were granted under the 2015 Plan except for an award of 2,105,263 shares granted to an employee. These awards were legally outstanding equity of Fulgent LLC as of their respective grant dates that allowed the holder to participate in distributions upon exceeding the designated thresholds. These awards were accounted for at fair value and were considered equity instruments as of their respective grant dates. RSU Awards RSUs are share awards that entitle the holder to receive freely tradable shares of the Company’s common stock upon vesting. The fair value of RSUs is based upon the closing sales price of the Company’s common stock on the grant date. RSUs granted to employees generally vest over a four year period. The RSUs granted in the year ended December 31, 2016 are recorded based on the fair value of shares of common stock on the grant date, which resulted in equity-based compensation expense of $3.5 million to be recognized over four years. As of December 31, 2016, $192,000 has been recognized and the remaining unrecognized compensation expense of $3.3 million related to these RSUs is expected to be recognized over a weighted-average period of 3.8 years. No RSU awards were granted prior to the year ended December 31, 2016. The following table summarizes activity for RSUs relating to shares of the Company’s common stock in the year ended December 31, 2016: Number of Shares (in thousands) Weighted-Average Grant-Date Fair Value Balance at December 31, 2015 — — Granted 364 $ 9.69 Vested and settled — — Forfeited (2 ) $ 9.02 Balance at December 31, 2016 362 $ 9.69 Class P Unit Options and Class P Unit Awards Prior to the split-off of the Pharma business, Fulgent LLC granted awards of options to acquire Class P common units and awards of Class P units subject to profits interest thresholds. The following table summarizes activity for options to acquire Class P common units in the year ended December 31, 2015: Number of Units Subject to Options (in thousands) Weighted- Average Exercise Price Per Unit Weighted- Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2014 — — — — Granted 1,810 $ 0.04 9.8 $ — Exercised — $ — Forfeited/canceled — $ — Outstanding as of December 31, 2015 1,810 $ 0.04 9.8 $ — Vested and expected to vest as of December 31, 2015 1,810 $ 0.04 9.8 $ — The weighted average grant date fair value of options to acquire Class P common units granted in the year ended December 31, 2015 was $0.04. The options were not exercisable, whether or not vested, until the earlier of a liquidity event or an incorporation, each as defined in the Plan, which, as of December 31, 2015, were not probable. As of December 31, 2015, the remaining unrecognized compensation expense related to these options was $64,000. These options were all assumed by Fulgent Pharma as part of the split-off of the Pharma business and did not result in any recognition of expense by the Company. There were no grants of Class P unit awards prior to the year ended December 31, 2015. The following tables show grants of Class P unit awards, all of which were subject to profits interest thresholds, during the year ended December 31, 2015: Employee Non-Employee (in thousands) Profits Interests 4,500 1,500 In the year ended December 31, 2015, Fulgent LLC granted awards subject to profits interest thresholds, which were fully vested as of the grant date and could have been repurchased in whole or in part by Fulgent LLC at any time during the nine-month period following the termination of the holder’s continuous service. Fulgent LLC’s repurchase right would terminate if not timely exercised by Fulgent LLC and upon the effective date of a registration statement of Fulgent LLC or a successor entity filed under the Securities Act of 1933, as amended. The participation threshold for each of the awards granted during the year ended December 31, 2015 was $0.0287 per unit for the Class P units. Of the awards granted during the period, all were granted under the 2015 Plan. The weighted average grant date fair value of Class P common units granted in the year ended December 31, 2015 was $0.02. These awards were legally outstanding equity of Fulgent LLC as of their respective grant dates that allowed the holder to participate in distributions upon exceeding the designated thresholds. These awards were accounted for at fair value and were considered equity instruments as of their respective grant dates. These units were all assumed by Fulgent Pharma as part of the split-off of the Pharma business and do not represent any equity interest in Fulgent LLC or the Company. Fair Value Assumptions Option Awards to Employees The following table sets forth weighted-average assumptions used to estimate the fair value of options to acquire shares of the Company’s common stock (or, prior to the Reorganization, options to acquire common units) granted to employees during the years ended December 31, 2016 and 2015: Year Ended December 31, 2016 2015 Expected term (in years) 6.1 6.1 Risk-free interest rates 1.4 % 1.6 % Dividend yield — — Expected volatility 95.6 % 86.0 % These assumptions and estimates are as follows: • Expected Term. The expected term represents the period that the Company’s equity-based awards are expected to be outstanding. The Company determines the expected term assumption based on the vesting terms, exercise terms and contractual terms of the options, and, in the case of equity-based awards subject to a profits interest threshold granted before the Reorganization, based on the estimated time to liquidity. • Risk-Free Interest Rate. The Company determines the risk-free interest rate by using the equivalent to the expected term based on the U.S. Treasury yield curve in effect as of the date of grant. • Dividend Yield. The assumed dividend yield is based on the Company’s expectation that it will not pay dividends in the foreseeable future, which is consistent with its history of not paying dividends. • Expected Volatility. The Company does not have sufficient history to estimate the volatility of the price of its common equity or the expected term of its options. The Company calculates expected volatility based on historical volatility data of a representative group of companies that are publicly traded. The Company selected representative companies with comparable characteristics to it, including risk profiles and position within the industry, and with historical equity price information sufficient to meet the expected term of the equity-based awards. The Company computes the historical volatility of this selected group using the daily closing prices for the selected companies’ equity during the equivalent period of the calculated expected term of its equity-based awards. The Company will continue to use the representative group volatility information until the historical volatility of its equity is relevant to measure expected volatility for future option grants. • Forfeiture Rate. The Company has early adopted ASU No. 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, and it has elected to account for forfeitures as they occur. Option Awards to Non-Employees Equity-based compensation expense related to options granted to non-employees is recognized as the options are earned. The fair value of the options is more reliably measurable than the fair value of the services received. The fair value of non-employee options is calculated at each reporting date, using the Black-Scholes option-pricing model, until the award vests or there is a substantial incentive for the non-employee not to perform the required services. The following table sets forth the weighted-average assumptions used to estimate the fair value of options to acquire shares of the Company’s common stock (or, prior to the Reorganization, options to acquire common units) granted to non-employees during the years ended December 31, 2016 and 2015: Year Ended December 31, 2016 2015 Expected term (in years) 10 10 Risk-free interest rates 1.6 % 2.3 % Dividend yield — — Expected volatility 96.9 % 94.8 % The following table sets forth the weighted-average assumptions used to estimate the fair value of options to acquire Class P common units granted to non-employees during the year ended December 31, 2015: Year Ended December 31, 2015 Expected term (in years) 10 Risk-free interest rates 2.3 % Dividend yield — Expected volatility 98.0 % There were no options to acquire Class P common units granted to non-employees during the year ended December 31, 2016. Unit Awards to Employees and Non-Employees The fair value of the unit awards is more reliably measurable than the fair value of the services received for awards granted to non-employees. The fair value of awards subject to profits interest thresholds was calculated at each reporting date using the Black-Scholes option-pricing model. The following table sets forth weighted-average assumptions used to estimate the fair value of Class D and Class P common unit awards subject to profits interest thresholds granted to employees and non-employees during the year ended December 31, 2015 (no such Class D awards were granted to non-employees during such period and no such awards were granted to employees or non-employees during the year ended December 31, 2016): Class D Class P Employee: Expected term (in years) 2 2 Risk-free interest rates 0.6 % 0.6 % Dividend yield 0 0 Expected volatility 68.1 % 75.8 % Non—Employee: Expected term (in years) * 2 Risk-free interest rates * 0.6 % Dividend yield * 0 Expected volatility * 75.6 % * No awards granted Determination of the Fair Value on Grant Dates Historically, for all periods prior to the Company’s initial public offering, the fair value of the common units underlying Fulgent LLC’s equity-based awards was estimated on each grant date by Fulgent LLC’s Manager. In determining fair value, the Manager considered valuations prepared by an independent third party in a manner consistent with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, also known as the Practice Aid. In conducting the valuations, Fulgent LLC considered all objective and subjective factors that it believed to be relevant in each valuation conducted, including management’s best estimate of Fulgent LLC’s business condition, prospects and operating performance at each valuation date. Within the valuations, a range of factors, assumptions and methodologies were used. The significant factors included: • the fact that Fulgent LLC was a privately held company with illiquid securities; • Fulgent LLC’s stage of commercialization; • the likelihood of achieving a liquidity event for Fulgent LLC’s equity, such as an initial public offering, given prevailing market conditions; • Fulgent LLC’s historical operating results; • valuations of comparable public companies; • Fulgent LLC’s discounted future cash flows, based on its projected operating results; and • Fulgent LLC capital structure, including the rights and preferences of its various classes of equity. There are significant judgments and estimates inherent in these valuations. These judgments and estimates include assumptions regarding Fulgent LLC’s future operating performance, stage of commercial growth, average selling price, continued penetration into hospital and medical institution customers, reimbursement from third-party payors, the timing of a potential initial public offering or other liquidity event and the determination of the appropriate valuation method at each valuation date. If Fulgent LLC had made different assumptions, its equity-based compensation expense, income (loss) applicable to common unitholders and income (loss) per unit applicable to common unitholders could have been materially different. The valuations utilized the market approach, the income approach or a combination of both. The market approach and the income approach are both acceptable valuation methods in accordance with the Practice Aid. There are three general methodologies under the market approach: • Guideline Company Method . This method involves the identification and analysis of publicly traded companies that are comparable to the subject company. Pricing multiples of the publicly traded companies are applied to representative financial metrics of the subject company. • Similar Transaction Method . This method includes the identification of transactions in which the targets are comparable to the subject company. This method can also include identification of transactions completed by the most likely buyers in the subject company’s industry. Transaction multiples from the identified transactions are applied to the representative financial metrics of the subject company. • Precedent Transaction Method . By considering the sale price of equity in a recent financing, the equity value can be “backsolved” using an option-pricing model that gives consideration to a company’s capitalization structure and rights of preferred and common equity holders. Under the income approach, enterprise value can be estimated using the discounted cash flow (“DCF”) method, which assumes: • a business is worth today what it can generate in future cash to its owners; • cash received today is worth more than an equal amount of cash received in the future; and • future cash flows can be reasonably estimated. The DCF analysis is comprised of the sum of the present value of two components: discrete period projected cash flows and a residual or terminal value. Additionally, each valuation reflects a marketability discount, resulting from the illiquidity of Fulgent LLC’s common units prior to completion of the Company’s initial public offering. As provided in the Practice Aid, there are several approaches for allocating enterprise value of a privately held company among the securities held in a complex capital structure. The possible methodologies include the probability-weighted expected return method (“PWERM”), the option-pricing method (“OPM”), the current-value method or a hybrid of the PWERM and the OPM, which is referred to as the hybrid method. Under the PWERM, equity is valued based upon the probability-weighted present value of expected future returns, considering various future outcomes available to us, as well as the rights of each class of equity. The OPM treats common equity and preferred equity as call options on the enterprise’s value. The exercise prices associated with these call options vary according to the liquidation preference of the preferred equity, the preferred equity conversion price, the exercise prices of common equity options and other features of a company’s equity capital structure. The current-value method, which is generally only used for early stage companies, is based on first determining enterprise value using a market, income or asset-based approach, and then allocating that value to the preferred equity-based on its liquidation preference or conversion value, whichever would be greater. The valuation of Class D common units related to awards of Class D common units and options to acquire Class D common units granted in 2015 incorporated the income approach (Gordon Growth Analysis) and the market approach (Guideline Public Company Method) in determining value, and Fulgent LLC applied 50% weight to each approach, applying a 35% discount for lack of marketability. For the valuation of Class D common units related to awards of Class D common units and options to acquire Class D common units granted in 2016 prior to completion of the Company’s initial public offering, Fulgent LLC incorporated the PWERM and utilized the market approach (Precedent Transactions Method) incorporating the Xi Long financing, applying a 20% discount for lack of marketability. The valuation of Class P units related to awards of Class P units and options to acquire Class P units granted in the year ended December 31, 2015 incorporated the market approach (Precedent Transactions Method), utilizing OPM to backsolve. After completion of the Company’s initial public offering on October 4, 2016, the fair value of shares of its common stock underlying stock option grants is determined by its board of directors or the compensation committee thereof based on the closing price of its common stock on the date of grant as reported by the NASDAQ Global Market. |