Stock-Based Compensation | 13. Stock-based compensation 2001 stock-based compensation plans Nonqualified stock option plan In 2001, the Company established the Nonqualified Stock Option Plan (“NSO Plan”) under which 6,347,840 stock options with an exercise price of $0.000025 remain outstanding at September 30, 2017. The NSO Plan was terminated in 2003. Stock options under the NSO plan were immediately vested and have a contractual term of 35 years from the date of grant. The outstanding awards will continue to be governed by their existing terms under the NSO Plan. The NSO Plan is accounted for as an equity plan. The following table summarizes the stock option activity under the NSO Plan: Number of options Weighted average exercise price per share Weighted average remaining contractual term (years) Outstanding at January 1, 2017 6,347,840 $ 0.000025 20 Exercised — $ 0.000025 Forfeited — $ 0.000025 Outstanding at September 30, 2017 6,347,840 $ 0.000025 19 Exercisable at September 30, 2017 6,347,840 $ 0.000025 19 Incentive and nonqualified stock-based plan Also in 2001, the Company established the Incentive and Nonqualified Stock-based Plan (“ISO Plan”) which was terminated in 2011 and was authorized to issue nonqualified stock options (“NQSO”) and incentive stock options (“ISO”) totaling 11,153,872 shares of old Class B, nonvoting stock. The NQSO grants could be issued at less than the fair market value at date of grant under the terms of the ISO Plan, while ISO grants were issued at a price equal to or greater than the fair market value at date of grant. Options generally vested over a two to three-year period. All options have a contractual term of ten years from the date of grant. At September 30, 2017 and December 31, 2016, there were 2,926,980 and 2,972,744 options for Class A common stock outstanding, respectively, under the ISO Plan. Options granted under the ISO Plan are accounted for as liability awards as the terms of the awards could require or allow repurchase of the shares at amounts different than fair value. The Company made the accounting policy election to use the intrinsic value method of accounting to determine stock-based compensation liabilities for these awards. During the quarter ended June 30, 2017, the Company changed its accounting policy to measure the fair value of its liability awards using the Black-Scholes option pricing model as a result of the Company no longer meeting the definition of a non-public The ISO Plan also includes stock-based compensation liability for 2,329,796 shares of Class A common stock outstanding at September 30, 2017, and 2,340,596 of old Class B shares outstanding at December 31, 2016, resulting from the Company’s call feature with an exercise price that may be set at less than the fair market value at date of grant under the terms of the ISO Plan. The Company utilized fair value of the outstanding Class A shares and old Class B shares to determine the stock-based compensation liabilities for these shares, based on the respective dates. The following table summarizes the stock option activity under the 2001 Stock-based compensation plans for the periods indicated as follows: Number of Options Weighted average exercise price per share Weighted average remaining contractual term (years) Outstanding at January 1, 2017 2,972,744 $ 0.64 3.4 Granted — — Exercised (33,200 ) $ 0.64 Forfeited (12,564 ) $ 0.53 Outstanding at September 30, 2017 2,926,980 $ 0.64 2.6 Exercisable at September 30, 2017 2,926,980 $ 0.64 2.6 In connection with the Company’s IPO, the Company’s CEO exercised and sold 1,734,996 stock options from the 2001 ISO and NQSO Plan. As of September 30, 2017, these 1,734,996 options are reflected as outstanding in the table above. The 2001 ISO and NQSO Plan option awards are accounted for as liability awards as of September 30, 2017. Upon IPO effectiveness in the fourth quarter, the call feature is terminated resulting in a modification of the option awards. Upon assessment of the modification, the Company concluded the option awards will be accounted for as equity awards post IPO. 2012 stock-based compensation plans During 2012, the Company established the 2012 Incentive and Nonqualified Stock Option Plan (“2012 Plan”) which permits the issuance of 5,200,000 shares of old Class B Nonvoting Common Stock for the grant NQSO’s and ISO’s for management, other employees, and board members of the Company. The options are issued at a price equal to or greater than fair market value at date of grant. All options have a contractual term of 10 years from date of grant. The 2012 Plan is accounted for as an equity plan. For those options expected to vest, compensation expense is recognized on a straight-line basis over a four-year period, the total requisite service period of the awards. The following table summarizes the stock option activity under the 2012 Plan for the periods indicated as follows: Number of options Weighted average exercise price per share Weighted average remaining contractual term (years) Outstanding at January 1, 2017 1,797,252 $ 3.13 7.5 Granted 608,948 $ 5.18 Exercised (174,692 ) $ 2.61 Forfeited (27,524 ) $ 3.91 Outstanding at September 30, 2017 2,203,984 $ 3.73 7.6 Exercisable at September 30, 2017 1,085,748 $ 2.86 6.2 The Company measures the fair value of its equity awards on the date of grant using the Black-Scholes option pricing model. This valuation model requires the Company to make certain estimates and assumptions, including assumptions related to the expected price volatility of the Company’s stock, the period under which the options will be outstanding, the rate of return on risk-free investments, and the expected dividend yield for the Company’s stock. The weighted average assumptions used in the Black-Scholes option pricing model used to calculate the fair value of options granted during the nine months ended September 30, 2017 were as follows: 2017 grants Weighted average grant date fair value per share $ 1.86 Expected volatility 34 % Expected term (in years) 5.75-6.25 Risk-free interest rate 2.02 % Expected dividend yield 0 % The Company’s equity value was estimated utilizing a combination of the Discounted Cash Flow Method under the Income Approach, the Guideline Public Company Method, and the Transaction Method under the Market Approach. The equity value is used to derive the fair value per share which is used as an input in the Black Scholes option pricing model. The estimated volatility was derived using the historical volatility of the returns of comparable publicly traded companies. The risk-free rate was based on U.S. Treasury zero-coupon In connection with the acquisition of Runtime Design Automation (“RTDA”), all outstanding stock options of RTDA became fully vested and exercisable prior to the date of consummation which represents an acceleration to full vesting of all unvested stock options as of the date of the business combination. The appropriate accounting treatment for the outstanding stock options in the context of the business combination was to allocate the fair market value of RTDA’s options at the date of consummation attributable to pre-combination pre-combination The estimated post combination expense to the Company as a result of the business combination was approximately $2.0 million which was immediately expensed in the post combination financial statements for the three months ended September 30, 2017, as there are no further service conditions. The Company determined that the Black-Scholes model was an appropriate valuation model for the employee share options as all of RTDA’s stock options had only service conditions. The stock-based compensation expense was recorded as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Cost of revenue – software $ 326 $ 1 $ 342 $ 15 Research and development 6,711 1,320 10,495 1,361 Sales and marketing 4,045 728 6,160 763 General and administrative 14,183 2,826 22,305 2,911 Total stock-based compensation expense $ 25,265 $ 4,875 $ 39,302 $ 5,050 On September 27, 2017, the Company’s board of directors adopted the 2017 Equity Incentive Plan (“2017 Plan”), and the 2017 Plan was approved by our stockholders. The 2017 Plan became effective on October 30, 2017, which was one business day prior to the effective date of the Company’s IPO. The 2017 Plan provides for the grant of incentive stock options to the Company’s employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, other cash-based awards and other stock-based awards to the Company’s employees, directors and consultants and the Company’s parent, subsidiary, and affiliate corporations’ employees and consultants. The 2017 Plan has 6,207,976 authorized shares of the Company’s Class A common stock reserved for issuance. |