XML 34 R19.htm IDEA: XBRL DOCUMENT v3.20.2
Stockholders' Equity
9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Stockholders' Equity

12. Stockholders’ Equity

We recorded stock-based compensation expense related to grants of employee stock options, restricted stock units (“RSUs”) and performance and market-based awards in our consolidated statements of operations as follows (in thousands):

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cost of revenue

 

$

566

 

 

$

407

 

 

$

1,548

 

 

$

1,088

 

Research and development

 

 

25,380

 

 

 

12,029

 

 

 

48,595

 

 

 

35,982

 

Sales and marketing

 

 

3,957

 

 

 

3,046

 

 

 

10,960

 

 

 

8,453

 

General and administrative

 

 

8,821

 

 

 

5,857

 

 

 

23,759

 

 

 

15,944

 

Total stock-based compensation expense

 

$

38,724

 

 

$

21,339

 

 

$

84,862

 

 

$

61,467

 

 

Stock Option Activity

 

The following table shows stock option activity for the nine months ended September 30, 2020 (in thousands, except weighted-average exercise price and weighted-average contractual term):

 

 

 

Outstanding Options

 

 

 

 

 

 

 

 

 

 

 

Aggregate

 

 

Weighted-

 

 

 

 

 

 

 

Weighted-Average

 

 

Intrinsic Value of

 

 

Average

 

 

 

 

 

 

 

Exercise Price

 

 

Stock Options

 

 

Contractual Term

 

 

 

Stock Options

 

 

(per option)

 

 

Outstanding

 

 

(in years)

 

Balance as of December 31, 2019

 

 

31,204

 

 

$

3.24

 

 

$

89,786

 

 

 

7.19

 

Granted

 

 

1,633

 

 

 

6.55

 

 

 

 

 

 

 

 

 

Forfeited, expired and cancelled

 

 

(19

)

 

 

3.37

 

 

 

 

 

 

 

 

 

Exercised

 

 

(2,435

)

 

 

2.93

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2020

 

 

30,383

 

 

$

3.45

 

 

$

172,404

 

 

 

6.68

 

 

The following table presents the weighted-average grant date fair value and the related assumptions used to estimate the fair value of our stock options:

 

 

 

Nine Months Ended

September 30,

 

 

 

2020

 

Expected term, in years

 

 

6

 

Risk-free interest rates

 

 

0.8

%

Expected volatility

 

 

36.0

%

Dividend yield

 

 

 

Weighted-average estimated fair value of options granted

 

$

2.35

 

 

RSU Activity

 

The following table shows a summary of RSU activity for the nine months ended September 30, 2020, which includes performance and market-based awards (in thousands, except weighted-average grant date fair value):

 

 

 

Outstanding RSUs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

Aggregate

 

 

 

 

 

 

 

Grant Date Fair Value

 

 

Intrinsic Value of

 

 

 

Shares

 

 

(per share)

 

 

Unvested RSUs

 

Unvested as of December 31, 2019

 

 

40,188

 

 

$

4.23

 

 

$

245,951

 

Granted

 

 

43,085

 

 

 

8.60

 

 

 

 

 

Vested

 

 

(13,650

)

 

 

4.04

 

 

 

 

 

Forfeited

 

 

(1,946

)

 

 

4.53

 

 

 

 

 

Unvested as of September 30, 2020

 

 

67,677

 

 

$

7.04

 

 

$

619,921

 

 

Performance-Based RSUs (“Performance RSUs”)

 

On March 15, 2020, the Company granted performance-based awards to certain executive officers. The number of shares earned will range from 0% to 120% of the target number of shares granted, depending on actual operating cash flows for the year ended December 31, 2020 relative to pre-established thresholds. Shares earned (if any) based on the level of achievement will vest over a period of four years following the grant date, with 25% vesting on the one year anniversary of the grant date and the remaining quarterly thereafter, subject to continued service by the executives. The target number of shares granted totaled 0.6 million.

 

The Company recognizes stock-based compensation expense for the Performance RSUs using the accelerated attribution method over the requisite service period. The amount of stock-based compensation is determined based on the probability of achievement of the pre-established thresholds at each reporting period. If necessary, at each reporting period, the Company records a cumulative catch-up adjustment to reflect any revised estimates regarding the probability of achievement.

 

Market-Based RSUs (“Market RSUs”)

 

On March 15, 2020, the Company granted market-based awards to its executive officers, with two separate prescribed measurement periods. Both prescribed measurement periods began on the grant date, with the first prescribed measurement period ending on December 31, 2021 (the “Two-Year Market RSUs”) and the second period ending on December 31, 2022 (the “Three-Year Market RSUs”). The number of RSUs earned (if any) will range from 0% to 150% of the target number of shares, depending on actual achievement of specific tiers for Zynga’s total shareholder return (“TSR”) relative to the TSR of companies comprising the S&P MidCap 400 Index over the prescribed measurement periods. If Zynga’s TSR is negative during any measurement period, the number of RSUs earned is capped at 100% of the target number of shares for that prescribed measurement period.

Any shares earned will vest in three equal annual increments, beginning on March 15 of the year following the conclusion of each prescribed measurement period, subject to continued service by the executives. The target number of shares totaled 2.2 million each for the Two-Year Market RSUs and the Three-Year Market RSUs, for a total of 4.4 million target shares.

The Company recognizes stock-based compensation expense for the Market RSUs using the accelerated attribution method over the requisite service period. The amount of stock-based compensation was determined based on the estimated grant date fair value, calculated using a Monte Carlo simulation that considers the probability of achievement of the specific tiers on each of the Market RSUs. Based upon the Monte Carlo simulation, the estimated per share grant date fair value of the Two-Year Market RSUs and Three-Year Market RSUs was $7.37 and $7.41, respectively. The significant assumptions used in estimating the grant date fair value of each award include an expected volatility of 27%, a risk-free interest rate ranging from 0.5% to 0.6% and an expected dividend yield of zero. The estimated grant date fair value is not subsequently revised to consider anticipated or actual achievement during the prescribed measurement periods.

Stock Repurchases

In April 2018, a share repurchase program was authorized for up to $200.0 million of our outstanding Class A common stock (the “2018 Share Repurchase Program”). The timing and amount of any stock repurchase will be determined based on market conditions, share price and other factors. The program does not require us to repurchase any specific number of shares of our Class A common stock and may be modified, suspended or terminated at any time without notice. The 2018 Share Repurchase Program is authorized to remain in effect until April 2022 and will be funded from existing cash on hand or other sources of funding as the Company may determine to be appropriate. Share repurchases under these authorizations may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions, purchases through 10b5-1 plans or by any combination of such methods. During the three and nine months ended September 30, 2020, no share repurchases were made under the 2018 Share Repurchase Program. As of September 30, 2020, we had $173.8 million remaining under the 2018 Share Repurchase Program.

All of our stock repurchases were made through open market purchases under Rule 10b5-1 plans and subsequently retired.