Stock-Based Compensation | Stock-Based Compensation Stock-based Compensation Cost The following table shows the stock-based compensation cost by award type for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) Equity classified awards Restricted stock units $ 8,894 $ 2,613 $ 24,144 $ 7,388 Stock options 890 1,091 2,808 5,358 Class B common stock 2,569 6,266 7,379 11,874 Liability classified awards 77 (684) (131) 6,361 Total stock-based compensation $ 12,430 $ 9,286 $ 34,200 $ 30,981 The following table sets forth the total stock-based compensation cost included in the Company’s condensed consolidated statements of operations and comprehensive income or capitalized to assets for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) Cost of revenue Connected machines $ 11 $ 10 $ 23 $ 26 Subscriptions 115 66 274 154 Accessories and materials — — — — Total cost of revenue 126 76 297 180 Research and development 4,746 3,590 13,672 10,999 Sales and marketing 3,347 2,777 9,470 10,809 General and administrative 3,051 1,703 7,191 5,953 Total stock-based compensation expense $ 11,270 $ 8,146 $ 30,630 $ 27,941 Capitalized for software development costs 662 476 1,815 1,149 Capitalized to inventory 498 664 1,755 1,891 Total stock-based compensation $ 12,430 $ 9,286 $ 34,200 $ 30,981 As of September 30, 2022, there was $122.6 million of unrecognized stock-based compensation cost related to service-based awards which is expected to be recognized over a weighted-average period of 2.9 years. The total unrecognized compensation expense related to unvested performance-based restricted stock units (“PRSUs”) was $153.0 million as of September 30, 2022. Corporate Reorganization and Stock-Based Compensation Modifications In connection with the Corporate Reorganization, all outstanding awards issued under the Incentive Unit Plan discussed below were modified by exchanging the outstanding awards of Cricut Holdings for awards of the Company. All service based vesting conditions were unaffected by the modification. As described below, the vesting conditions were modified for certain awards which previously had both service and market based vesting conditions. All vested equity classified awards were settled in shares of the Company’s Class B common stock previously held by Cricut Holdings. Unvested equity classified awards were converted to restricted shares of the Company’s Class B common stock subject to future vesting, or in the case of options were converted into options to purchase the Company’s Class B common stock. All vested liability classified awards converted into either shares of Class B common stock to the extent permitted in each applicable jurisdiction or settled in cash. All unvested liability classified awards converted into restricted stock units (“RSUs”) under the 2021 Equity Incentive Plan that will vest into shares of Class A common stock of Cricut, Inc. to the extent permitted in each applicable jurisdiction or into restricted stock unit equivalents which will be settled in cash upon vesting as described below. In connection with the Corporate Reorganization and modification, the Company granted options under the 2021 Equity Incentive Plan to certain employees. The number of options was calculated based on the number of outstanding incentive units or incentive unit equivalents prior to the modification and the participation threshold of such awards. The vesting terms of the options are also based on the vesting terms of the original award. Therefore, the Company considered the exchange of the original award for the restricted shares or RSUs plus the options to be a single modification and began recognizing the incremental compensation cost of $14.5 million beginning in March 2021 over the vesting term, including a cumulative adjustment in March 2021 to recognize the incremental compensation cost associated with historical vesting. As part of the modification of outstanding awards in connection with the Corporate Reorganization, awards issued under the Incentive Unit Plan which included both service and market conditions were modified to remove the market vesting condition and to increase the participation threshold of the award to the price specified in the former market condition. In total, 3.0 million, 3.0 million, 1.0 million and 1.0 million awards which previously had a participation threshold of $2.00, $2.00, $5.00 and $5.00 per share, respectively, were modified to have a participation threshold of $3.00, $4.00, $6.00 and $7.00 per share, respectively. Incremental compensation cost associated with these awards is included in the total incremental compensation cost associated with the issuance of additional options to employees described above as this change was part of a single modification. 2021 Equity Incentive Plan In March 2021, the Company’s 2021 Equity Incentive Plan became effective. The 2021 Equity Incentive Plan provides for the grant of incentive stock options to employees and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to our employees, directors and consultants and our parent and subsidiary corporations’ employees and consultants. As of September 30, 2022, 31,801,240 shares of Class A common stock were reserved for issuance under this plan including shares reserved for previously granted awards discussed below as well as shares reserved for issuance of future awards under the plan. A summary of the Company’s service-based RSU activity under the 2021 Equity Incentive Plan is as follows: Number of RSUs Weighted- Average Grant Date Fair Value (per share) Outstanding at December 31, 2021 4,673,831 $ 23.84 Granted 3,101,106 $ 13.44 Vested (1,086,639) $ 23.20 Forfeited / cancelled (344,926) $ 21.78 Outstanding at September 30, 2022 6,343,372 $ 18.96 In 2022, the Company granted PRSUs under the 2021 Equity Incentive Plan to certain employees that represent shares potentially issuable in the future. The PRSUs vest in two equal tranches subject to the Company achieving cumulative adjusted earnings per share over eight quarters of $4.93 share and $6.16 per share, respectively, at any point during the 5-year performance period, subject to employees remaining with the Company through the vesting date. Adjusted earnings per share means GAAP net income adjusted to exclude income tax expenses, as well as stock-based compensation expense and payroll tax expense specifically related to the PRSU awards. A summary of the Company’s PRSU activity under the 2021 Equity Incentive Plan is as follows: Number of PRSUs (a) Weighted- Average Grant Date Fair Value (per share) Outstanding at December 31, 2021 — $ — Granted 6,655,000 $ 23.31 Forfeited / cancelled (90,000) $ 23.37 Outstanding at September 30, 2022 6,565,000 $ 23.31 a. Represents the maximum number of PRSUs assuming all performance targets are achieved. The expense recognized each period for these PRSUs is primarily dependent upon the Company’s estimate of the probability of achieving the performance targets. At September 30, 2022, the Company determined it was not probable any performance conditions would be achieved so no stock-based compensation was recorded for these PRSUs during the nine months ended September 30, 2022. Options under the 2021 Equity Incentive Plan have a contractual term of 10 years. The exercise price of an incentive stock option and non-qualified stock option shall not be less than 100% of the fair market value of the shares on the date of grant. A summary of the Company’s stock option activity under the 2021 Equity Incentive Plan is as follows: Number of Options Weighted- Average Exercise Price Weighted- Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 3,260,357 $ 20.00 5.8 $ 6,814 Exercised (1,535) $ 20.00 Forfeited / cancelled (52,764) $ 20.00 Outstanding at September 30, 2022 3,206,058 $ 20.00 4.9 $ — Vested and exercisable at September 30, 2022 1,839,833 $ 20.00 4.5 $ — In connection with the Corporate Reorganization, certain employees received restricted stock unit equivalents (“RSU equivalents”). Upon vesting, these awards are settled for a cash payment equal to the intrinsic value of the award on the date of the Corporate Reorganization plus the difference between the Company’s stock price on the vesting date less the base price specified at the time of the grant. As of September 30, 2022, the total recognized liability for these awards was $0.8 million. A summary of the RSU equivalent activity under the 2021 Equity Incentive Plan is as follows: Number of RSU Equivalents Weighted- Average Base Price Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 81,077 $ 20.00 $ 1,231 Granted 1,000 $ — Forfeited / cancelled (17,308) $ 20.00 Outstanding at September 30, 2022 64,769 $ 19.69 $ 777 Unvested Class B Common Stock The Company’s unvested Class B common stock resulted from the Corporate Reorganization and is not part of the 2021 Equity Incentive Plan. Activity related to Class B common stock subject to future vesting for the nine months ended September 30, 2022 is as follows: Number of Unvested Shares Weighted- Average Grant Date Fair Value (per share) Outstanding at December 31, 2021 10,854,859 $ 20.00 Vested (4,334,710) $ 20.00 Forfeited / cancelled (355,179) $ 20.00 Outstanding at September 30, 2022 6,164,970 $ 20.00 Options to Purchase Class B Common Stock The Company’s options to purchase Class B common stock resulted from the Corporate Reorganization and are not part of the 2021 Equity Incentive Plan. A summary of the Company stock option activity for the options to purchase shares of Class B common stock is as follows: Number of Options Weighted- Average Exercise Price Weighted- Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 434,000 $ 9.04 3.9 $ 5,664 Forfeited / cancelled (66,000) $ 9.04 Outstanding at September 30, 2022 368,000 $ 9.04 3.1 $ — Vested and exercisable at September 30, 2022 — $ — N/A $ — 2021 Employee Stock Purchase Plan In March 2021, the Company’s 2021 Employee Stock Purchase Plan (“2021 ESPP”) became effective. Subject to any limitations contained therein, the 2021 ESPP allows eligible employees to contribute, through payroll deductions, up to 15% of their eligible compensation to purchase the Company’s Class A common stock at a discounted price per share. As of September 30, 2022, 6,219,145 shares of our Class A common stock were available for sale under the 2021 ESPP. No offerings have been authorized to date by the administrator under the 2021 ESPP. If the administrator authorizes an offering period under the 2021 ESPP, the administrator will establish the duration of offering periods and purchase periods, including the starting and ending dates of offering periods and purchase periods, provided that no offering period may have a duration exceeding 27 months. |