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Stockholders' Deficit
9 Months Ended
Sep. 30, 2017
Equity [Abstract]  
Stockholders' Deficit

6. STOCKHOLDERS’ DEFICIT

Convertible Preferred Stock— As of September 30, 2017 and December 31, 2016 convertible preferred stock consisted of the following (in thousands, except share and per share data):

 

 

 

September 30, 2017 and December 31,2016

 

Series

 

Price

 

 

Shares

Authorized

 

 

Shares

Outstanding

 

 

Liquidation

Preference

 

A

 

$

0.36312

 

 

 

23,020,000

 

 

 

23,019,997

 

 

$

8,359

 

B

 

 

0.93808

 

 

 

6,396,071

 

 

 

6,396,068

 

 

 

6,000

 

C-1

 

 

0.54109

 

 

 

9,240,560

 

 

 

9,240,558

 

 

 

5,000

 

C-2

 

 

0.64931

 

 

 

8,950,467

 

 

 

7,700,466

 

 

 

5,000

 

D

 

 

2.37840

 

 

 

4,685,755

 

 

 

4,204,505

 

 

 

10,000

 

E

 

 

4.35679

 

 

 

11,160,733

 

 

 

11,074,655

 

 

 

48,250

 

F

 

 

5.43396

 

 

 

11,041,671

 

 

 

11,041,667

 

 

 

60,000

 

G

 

 

7.79730

 

 

 

3,206,239

 

 

 

3,206,234

 

 

 

25,000

 

H

 

 

9.17340

 

 

 

6,666,667

 

 

 

4,959,988

 

 

 

45,500

 

Total

 

 

 

 

 

 

84,368,163

 

 

 

80,844,138

 

 

$

213,109

 

 

Upon the closing of the Company’s IPO, all outstanding shares of its convertible preferred stock automatically converted into 80,844,138 shares of Class B common stock on a one-to-one basis.  (Note 12)

Common Stock — At September 30, 2017 there were 1,000,000,000 shares of Class A common stock and 150,000,000 shares of Class B common stock, par value $0.0001, authorized. There were no shares of Class A common stock and 5,637,785 shares of Class B common stock issued and outstanding at September 30, 2017. At December 31, 2016 there were 122,000,000 shares of common stock, par $0.0001, authorized and 4,818,812 shares issued and outstanding.

The Company had reserved shares of common stock for issuance as follows:

 

 

 

September 30,

2017

 

 

December 31,

2016

 

Conversion of:

 

 

 

 

 

 

 

 

Series A convertible preferred stock

 

 

23,019,997

 

 

 

23,019,997

 

Series B convertible preferred stock

 

 

6,396,068

 

 

 

6,396,068

 

Series C-1 convertible preferred stock

 

 

9,240,558

 

 

 

9,240,558

 

Series C-2 convertible preferred stock

 

 

7,700,466

 

 

 

7,700,466

 

Series C-2 convertible preferred stock warrants

 

 

1,250,000

 

 

 

1,250,000

 

Series D convertible preferred stock

 

 

4,204,505

 

 

 

4,204,505

 

Series D convertible preferred stock warrants

 

 

481,246

 

 

 

481,246

 

Series E convertible preferred stock

 

 

11,074,655

 

 

 

11,074,655

 

Series E convertible preferred stock warrants

 

 

86,072

 

 

 

86,072

 

Series F convertible preferred stock

 

 

11,041,667

 

 

 

11,041,667

 

Series G convertible preferred stock

 

 

3,206,234

 

 

 

3,206,234

 

Series H convertible preferred stock

 

 

4,959,988

 

 

 

4,959,988

 

Series H convertible preferred stock warrants

 

 

408,648

 

 

 

 

Conversion of common stock warrants

 

 

 

 

 

375,000

 

Common stock options issued under stock option plan

 

 

27,326,277

 

 

 

22,334,508

 

Common stock options available for grant under stock

   option plan

 

 

1,221,824

 

 

 

409,582

 

Total

 

 

111,618,205

 

 

 

105,780,546

 

 

Stock Option Plan—As of September 30, 2017 and December 31, 2016 the Company had reserved for issuance 28,548,101 and 22,744,090 shares of common stock, respectively, under the Company’s 2008 Equity Incentive Plan (the “2008 Plan”). Options granted under the 2008 Plan must be granted at a price per share equivalent to the fair market value on the date of grant. Recipients of option grants under the 2008 Plan who possess more than 10% of the combined voting power of the Company (a “10% Shareholder”) are subject to certain limitations, and incentive stock options granted to such recipients must be at a price no less than 110% of the fair market value at the date of grant. Options under the 2008 Plan generally vest over four years and have a term of 10 years.

Upon the closing of the Company’s IPO, the Company’s Board of Directors adopted the 2017 Equity Incentive Plan (the “2017 Plan”). (Note 12). No further shares would be issued under the 2008 Plan at the time the 2017 Plan became effective.

Activity under the Company’s equity incentive plans is as follows:

 

 

 

Shares

Available

for Grant

 

 

Number of

Shares

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Life (Years)

 

 

Weighted

Average

Grant Date

Fair Value

Per Share

 

Balance, December 31, 2016

 

 

409,582

 

 

 

22,334,508

 

 

 

3.66

 

 

 

6.6

 

 

 

 

Increase authorization

 

 

6,250,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

(6,013,312

)

 

 

6,013,312

 

 

 

7.47

 

 

 

 

 

$

3.48

 

Exercised

 

 

 

 

 

(445,995

)

 

 

3.91

 

 

 

 

 

 

 

Forfeited and expired

 

 

575,554

 

 

 

(575,554

)

 

 

5.49

 

 

 

 

 

 

 

Balance, September 30, 2017

 

 

1,221,824

 

 

 

27,326,271

 

 

 

4.46

 

 

 

6.7

 

 

 

 

 

The aggregate intrinsic value of the shares vested and exercisable at September 30, 2017 was $354,849,000.

Stock-Based Compensation—The fair value of options granted under the 2008 Plan is estimated on the grant date using the Black-Scholes option-valuation model. This valuation model for stock-based compensation expense requires the Company to make certain assumptions and judgments about the variables used in the calculation, including the expected term, the expected volatility of the Company’s common stock, an assumed risk-free interest rate, and expected dividends. In addition to these assumptions, the Company also estimated a forfeiture rate of unvested stock options to calculate the stock-based compensation expense prior to January 1, 2017. Beginning January 1, 2017, the Company began recognizing forfeitures as they occur with the adoption of the new guidance related to accounting for stock-based payment award transactions.

Expected Term—The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined based on the simplified method as described in ASC Topic 718-10-S99-1, SEC Materials SAB Topic 14, Share-Based Payment.

Expected Volatility—The Company’s volatility factor is estimated using several comparable public company volatilities for similar option terms.

Expected Dividends—The Company has never paid cash dividends and has no present intention to pay cash dividends in the future, and as a result, the expected dividends are $0.

Risk-Free Interest Rate—The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equivalent to the estimated life of the stock-based awards. Where the expected term of the Company’s stock-based awards does not correspond with the term for which an interest rate is quoted, the Company performs a straight-line interpolation to determine the rate from the available term maturities.

Fair Value of Common Stock—Given the absence of a public trading market at the date of the grant, the Company’s board of directors consider numerous objective and subjective factors to determine the fair value of the common stock at each grant date. These factors include, but are not limited to (i) independent contemporaneous third-party valuations of the common stock; (ii) the prices for the preferred stock sold to outside investors; (iii) the rights and preferences of convertible preferred stock relative to the common stock; (iv) the lack of marketability of the common stock; (v) developments in the business; and (vi) the likelihood of achieving a liquidity event, such as an IPO or sale of the Company, given prevailing market conditions.

The Company uses the straight-line method for expense recognition.

The assumptions used to value stock-based awards granted are as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

2017

 

 

October 1,

2016

 

 

September 30,

2017

 

 

October 1,

2016

 

Dividend rate

 

$

 

 

 

 

 

 

 

 

 

 

Expected term (in years)

 

5.3 - 6.5

 

 

 

 

 

5.3 - 6.5

 

 

5.3 - 6.5

 

Risk-free interest rate

 

1.84 - 2.03%

 

 

 

 

 

1.84% - 2.25%

 

 

1.32% - 1.50%

 

Expected volatility

 

39%  - 43%

 

 

 

 

 

39%  - 44%

 

 

44%  - 46%

 

Fair value of common stock

 

$

8.82

 

 

 

 

 

$5.70 - $8.82

 

 

$

6.60

 

 

The total intrinsic value of options exercised during the nine months ended September 30, 2017 and October 1, 2016, was $1,510,000 and $350,000, respectively. As of September 30, 2017, the Company had $33,750,000 of unrecognized stock compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of approximately 2.8 years.

As a result of the Company’s Black-Scholes option-valuation fair value calculations and the Company’s use of the straight-line vesting attribution method, the Company recognized employee stock-based compensation expense as follows (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

2017

 

 

October 1,

2016

 

 

September 30,

2017

 

 

October 1,

2016

 

Cost of player revenue

 

$

25

 

 

$

30

 

 

$

99

 

 

$

88

 

Cost of platform revenue

 

 

18

 

 

 

63

 

 

 

58

 

 

 

165

 

Research and development

 

 

1,197

 

 

 

651

 

 

 

3,078

 

 

 

1,924

 

Sales and marketing

 

 

808

 

 

 

580

 

 

 

2,099

 

 

 

1,737

 

General and administrative

 

 

876

 

 

 

687

 

 

 

2,183

 

 

 

2,102

 

Total

 

$

2,924

 

 

$

2,011

 

 

$

7,517

 

 

$

6,016

 

 

Common Stock Warrants—In July 2017 the Company issued 357,283 shares of common stock upon expiration of 375,000 common stock warrants issued in 2009. There were no common stock warrants outstanding at September 30, 2017.

Preferred Stock Warrants

Outstanding preferred stock warrants were as follows:

 

Series

 

Number

Outstanding

September 30,

2017

 

 

Number

Outstanding

December 31,

2016

 

 

Issuance Date

 

Exercise

Price

 

 

Original

Term

C-2

 

 

1,250,000

 

 

 

1,250,000

 

 

July 13, 2011

 

$

0.64931

 

 

10 years

D

 

 

249,999

 

 

 

249,999

 

 

October 17, 2011

 

 

2.37840

 

 

10 years

D

 

 

168,180

 

 

 

168,180

 

 

March 12, 2012

 

 

2.37840

 

 

10 years

D

 

 

63,067

 

 

 

63,067

 

 

April 27, 2012

 

 

2.37840

 

 

10 years

E

 

 

86,072

 

 

 

86,072

 

 

April 27, 2012

 

 

3.48546

 

 

10 years

H

 

 

408,648

 

 

 

 

 

June 9, 2017

 

 

9.17340

 

 

10 years

Total

 

 

2,225,966

 

 

 

1,817,318

 

 

 

 

 

 

 

 

 

 

Upon the closing of the Company’s IPO, all outstanding convertible preferred stock warrants automatically converted to Class B common stock warrants.  (Note 12)

The fair value of the preferred stock warrants has been recorded as a liability as of September 30, 2017 and December 31, 2016. The fair value of the preferred stock warrants is remeasured as of each balance sheet date using the Black-Scholes option-pricing model. Changes in the fair value of the preferred stock warrants during the year are recognized in the consolidated statements of operations.

The assumptions used to value the preferred stock warrants using the Black-Scholes model are as follows:

 

 

 

September 30,

2017

 

 

December 31,

2016

 

Dividends

 

$

 

 

$

 

Expected term (in years)

 

3.0-9.7

 

 

3.2-3.9

 

Risk-free interest rate

 

1.5%—2.3%

 

 

0.7%—1.6%

 

Volatility

 

43.5%—50.7%

 

 

46.2%—47.8%