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Share-based Compensation
9 Months Ended
Sep. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-based Compensation

(10) Share-based Compensation

 

2013 Stock Incentive Plan

The Company’s 2013 Equity Plan authorizes the issuance of various types of share-based awards to the Company’s employees, officers, directors, and other eligible participants.  In the second quarter of 2021, the Board of Directors authorized and the stockholders approved an amendment to the 2013 Equity Plan to increase the total number of shares of the Company’s class A common stock authorized for issuance under the 2013 Equity Plan from 2,300,000 shares to 2,750,000 shares. As of September 30, 2021, there were 534,992 shares of class A common stock reserved and available for future issuance under the 2013 Equity Plan.  

Stock option awards

As of September 30, 2021, there were options to purchase 1,229,829 shares of class A common stock outstanding under the 2013 Equity Plan.

The following table summarizes the Company’s stock option activity (in thousands, except per share data and years) for the three months ended September 30, 2021:

 

 

 

Stock Options Outstanding

 

 

 

 

 

 

 

Weighted Average

 

 

Aggregate

 

 

Weighted Average

 

 

 

 

 

 

 

Exercise Price

 

 

Intrinsic

 

 

Remaining Contractual

 

 

 

Shares

 

 

Per Share

 

 

Value

 

 

Term (Years)

 

Balance as of July 1, 2021

 

 

1,280

 

 

$

260.71

 

 

 

 

 

 

 

 

 

Granted

 

 

5

 

 

$

615.57

 

 

 

 

 

 

 

 

 

Exercised

 

 

(50

)

 

$

144.64

 

 

$

27,633

 

 

 

 

 

Forfeited/Expired

 

 

(5

)

 

$

730.42

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2021

 

 

1,230

 

 

$

265.00

 

 

 

 

 

 

 

 

 

Exercisable as of September 30, 2021

 

 

552

 

 

$

131.41

 

 

$

246,831

 

 

 

3.4

 

Expected to vest as of September 30, 2021

 

 

678

 

 

$

373.86

 

 

$

168,911

 

 

 

8.6

 

Total

 

 

1,230

 

 

$

265.00

 

 

$

415,742

 

 

 

6.3

 

 

Stock options outstanding as of September 30, 2021 are comprised of the following range of exercise prices per share (in thousands, except per share data and years):

 

 

 

Stock Options Outstanding at September 30, 2021

 

 

 

 

 

 

 

Weighted Average

 

 

Weighted Average

 

 

 

 

 

 

 

Exercise Price

 

 

Remaining Contractual

 

Range of Exercise Prices per Share

 

Shares

 

 

Per Share

 

 

Term (Years)

 

$121.43 - $200.00

 

 

938

 

 

$

137.41

 

 

 

5.3

 

$400.01 - $500.00

 

 

20

 

 

$

470.00

 

 

 

9.7

 

$600.01 - $691.23

 

 

272

 

 

$

689.84

 

 

 

9.4

 

Total

 

 

1,230

 

 

$

265.00

 

 

 

6.3

 

 

An aggregate of 15,625 stock options with an aggregate grant date fair value of $0.8 million vested during the three months ended September 30, 2021. The weighted average grant date fair value of stock option awards using the Black-Scholes pricing model was $334.40 and $48.20 for each share subject to a stock option granted during the three months ended September 30, 2021 and 2020, respectively, based on the following assumptions:  

 

 

 

Three months ended

 

 

 

September 30,

 

 

 

2021

 

2020

 

Expected term of options in years

 

6.3

 

 

6.3

 

Expected volatility

 

 

57.6

%

 

33.6% - 33.7%

 

Risk-free interest rate

 

 

1.0

%

 

0.3% - 0.4%

 

Expected dividend yield

 

 

0.0

%

 

 

0.0

%

 

 

For the three and nine months ended September 30, 2021, the Company recognized approximately $8.9 million and $23.0 million, respectively, in share-based compensation expense from stock options granted under the 2013 Equity Plan. For the three and nine months ended September 30, 2020, the Company recognized approximately $2.4 million and $7.8 million, respectively, in share-based compensation expense from stock options granted under the 2013 Equity Plan. As of September 30, 2021, there was approximately $106.8 million of total unrecognized share-based compensation expense related to unvested stock options.  The Company expects to recognize this remaining share-based compensation expense over a weighted average vesting period of approximately 3.3 years.  

 

 

Restricted stock units

As of September 30, 2021, there were 112,746 restricted stock units outstanding under the 2013 Equity Plan, which the Company intends to settle in shares.  The following table summarizes the Company’s restricted stock unit activity (in thousands) for the periods indicated:            

 

 

Restricted Stock Units Outstanding

 

 

 

 

 

 

 

Aggregate

 

 

 

 

 

 

 

Intrinsic

 

 

 

Units

 

 

Value

 

Balance as of July 1, 2021

 

 

86

 

 

 

 

 

Granted

 

 

28

 

 

 

 

 

Vested

 

 

0

 

 

$

0

 

Forfeited

 

 

(1

)

 

 

 

 

Balance as of September 30, 2021

 

 

113

 

 

 

 

 

Expected to vest as of September 30, 2021

 

 

113

 

 

$

65,212

 

No restricted stock units vested during the three months ended September 30, 2021. The weighted average grant date fair value of restricted stock units granted during the three months ended September 30, 2021 was $747.77 based on the fair value of the Company’s class A common stock. For the three and nine months ended September 30, 2021, the Company recognized approximately $2.4 million and $5.0 million, respectively, in share-based compensation expense from restricted stock units granted under the 2013 Equity Plan.  No restricted stock units were granted under the 2013 Equity Plan prior to the fourth quarter of 2020.  As of September 30, 2021, there was approximately $40.0 million of total unrecognized share-based compensation expense related to unvested restricted stock units. As of September 30, 2021, the Company expects to recognize this remaining share-based compensation expense over a weighted average vesting period of approximately 3.6 years.

Other stock-based awards and cash-settled restricted stock units

During the three months ended September 30, 2021, the Company granted no “other stock-based awards” under the 2013 Equity Plan. As of September 30, 2021, there were a total of 10,250 other stock-based awards outstanding under the 2013 Equity Plan. These other stock-based awards are similar to stock options, except these awards are settled in cash only and not in shares of the Company’s class A common stock.  

During the three months ended September 30, 2021, the Company granted no cash-settled restricted stock units under the 2013 Equity Plan.  As of September 30, 2021, there were a total of 900 cash-settled restricted stock units outstanding under the 2013 Equity Plan.  These cash-settled restricted stock units are similar to the Company’s other restricted stock units, except they are settled in cash only and not in shares of the Company’s class A common stock.

Both the other stock-based awards and the cash-settled restricted stock units are classified as liabilities in the Company’s Consolidated Balance Sheets due to the required cash settlement feature and the fair value of the awards is remeasured each quarterly reporting period.  For the three and nine months ended September 30, 2021, the Company recognized approximately $0.3 million and $1.2 million, respectively, in share-based compensation expense from other stock-based awards and cash-settled restricted stock units. For the three and nine months ended September 30, 2020, share-based compensation expense from other stock-based awards was not material. No cash-settled restricted stock units were granted under the 2013 Equity Plan prior to the first quarter of 2021. As of September 30, 2021, there was approximately $3.0 million of total unrecognized share-based compensation expense related to other stock-based awards and cash-settled restricted stock units.  The Company expects to recognize this remaining share-based compensation expense over a weighted average vesting period of approximately 3.0 years, subject to additional fair value adjustments through the earlier of settlement or expiration.

 

2021 ESPP

During the first quarter of 2021, the Company adopted the 2021 ESPP, and in the second quarter of 2021, the Company’s stockholders approved the 2021 ESPP.  The purpose of the 2021 ESPP is to provide eligible employees of the Company and certain of its subsidiaries with opportunities to purchase shares of the Company’s class A common stock, commencing at such time and on such dates as the Board of Directors of the Company shall determine.  An aggregate of 100,000 shares of the Company’s class A common stock has been authorized for issuance under the 2021 ESPP.

Unless otherwise determined by the Board of Directors, shares are purchased at a price equal to 85% of the lesser of the closing price of the Company’s class A common stock on the first or last business day of the offering period, respectively. Share-based compensation expense is based on the grant date fair value, which consists of the intrinsic value of the 15% discounted share purchase rights and the fair value of the look-back provision using the Black-Scholes valuation model, recognized on a straight-line basis over the offering period. The grant date is the offering period commencement date.

The first offering period under the 2021 ESPP commenced on February 16, 2021 and ended on August 15, 2021. A second offering period under the 2021 ESPP commenced on September 1, 2021 and will end on February 28, 2022. For the three and nine months ended September 30, 2021, the Company recognized approximately $0.6 million and $1.8 million, respectively, in share-based compensation expense related to the 2021 ESPP. As of September 30, 2021, there was approximately $1.3 million of total unrecognized share-based compensation expense related to the 2021 ESPP. The Company expects to recognize this remaining share-based compensation expense over a period of approximately 0.4 years. During the three months ended September 30, 2021, 4,612 shares of class A common stock were issued in connection with the 2021 ESPP. As of September 30, 2021, 95,388 shares of the Company’s class A common stock remained available for issuance under the 2021 ESPP.