XML 27 R18.htm IDEA: XBRL DOCUMENT
v3.22.2.2

Stockholders Equity and Equity Incentive Plan | 9 Months Ended
--- | ---
Sep. 30, 2022
Equity [Abstract] |
Stockholders Equity and Equity Incentive Plan | Stockholders’ Equity and Equity Incentive Plan Common and Preferred Stock The Amended and Restated Certificate of Incorporation filed in October 2021 authorized the issuance of a total of 2,000,000,000 shares of Class A common stock, $0.01 par value per share, 200,000,000 shares of Class B-1 common stock, $0.01 par value per share, 200,000,000 shares of Class B-2 common stock, $0.00001 par value per share, and 200,000,000 shares of preferred stock, $0.01 par value per share. There was no preferred stock issued and outstanding as of September 30, 2022 and December 31, 2021. The rights of the holders of Class A common stock and Class B-1 common stock are identical in all respects, except that Class B-1 common stock will not vote on the election or removal of directors. The holders of Class B-2 common stock have no participating rights (voting or otherwise), except for the right to vote on the election or removal of directors and will be entitled to a nominal annual dividend of CAD15,000.00 in the aggregate. Equity Incentive Plans In September 2021, as a result of the restructuring transactions, the Company adopted the equity incentive plan (the "2015 Plan"). The 2015 Plan has 34,065,509 aggregate shares authorized with a plan termination date of 10 years since the last amendment and restatement, or until March 13, 2030. The 2015 Plan is administered by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”). Amounts for periods prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Condensed Consolidated Financial Statements. The Compensation Committee granted equity awards through the third quarter of 2021 under the 2015 Plan in the form of options to acquire shares of the Company. The options are not intended to qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code. The term of the options granted under this plan is ten years with a vesting requirement of continued employment through the applicable vesting date, and in certain cases attainment of performance criteria (“performance-based options”). In October 2021, the Company’s Compensation Committee adopted, and its stockholders, approved the 2021 Equity Incentive Plan (the "2021 Plan"), which became effective in connection with the IPO. The 2021 Plan provides for the grant of incentive stock options within the meaning of Section 422 of the Code to our employees and any parent and subsidiary corporations' employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, 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, a total of 46,770,130 shares of the Company’s Class A common stock has been reserved for issuance under the 2021 Plan. Option Awards Activity The following table summarizes the option award activity for the nine months ended September 30, 2022 (in thousands, except share price, fair value and term):
| Number of Options |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value (in thousands)
| Total |  | Service based |  | Performance- based |  |  |
Outstanding at December 31, 2021 | 25,884 |  |  | 17,768 |  |  | 8,116 |  |  | $ | 16.53 |  |  | 7.36 |  | $ | 529,265 |
Exercised | (1,453) |  |  | (1,218) |  |  | (235) |  |  | $ | 12.26 |  |  |  |  |
Forfeited or expired | (877) |  |  | (624) |  |  | (253) |  |  | $ | 17.16 |  |  |  |  |
Outstanding at September 30, 2022 | 23,554 |  |  | 15,926 |  |  | 7,628 |  |  | $ | 16.77 |  |  | 6.7 |  | $ | 89,906 |
Restricted Stock Units ("RSUs") and Performance Stock Units (“PSUs”) Beginning in the fourth quarter of 2021, after the completion of the IPO, the Company issued RSUs to employees and directors under the 2021 Plan. RSUs vest upon the satisfaction of a service-based vesting condition only. The service-based condition for the majority of these awards is generally satisfied pro-rata over two to four years. In the first quarter of 2022, the Company issued PSUs to employees under the 2021 Plan. PSUs will vest subject upon the satisfaction of both an achievement of one or more performance conditions and a service-based vesting condition. The following table summarizes RSU and PSU activity and related information during the nine months ended September 30, 2022 under the 2021 Plan (in thousands, except share price):
| Number of RSUs and PSUs | Weighted-Average Grant Date Fair Value
| Total |  | Service based |  | Performance- based |
Unvested and outstanding as of December 31, 2021 | 7,570 |  |  | 7,570 |  |  | — |  |  | $ | 33.02 |
Granted | 5,119 |  |  | 4,031 |  |  | 1,088 |  |  | $ | 21.81 |
Vested | (1,419) |  |  | (1,419) |  |  | — |  |  | $ | 32.31 |
Forfeited | (732) |  |  | (728) |  |  | (4) |  |  | $ | 31.13 |
Unvested and outstanding as of September 30, 2022 | 10,538 |  |  | 9,454 |  |  | 1,084 |  |  | $ | 27.79 |
Employee Stock Purchase Plan In October 2021, the Company’s Compensation Committee approved the ESPP, which became effective in connection with the IPO. The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. As of September 30, 2022, a total of 8,258,786 shares of the Company’s Class A common stock has been reserved for future issuance under the ESPP. Under the ESPP, eligible employees are able to acquire shares of common stock by accumulating funds through payroll deductions. Offering periods are generally twelve months long and begin on March 1 and September 1 of each year. The purchase price for shares of our common stock purchased under the ESPP is 85% of the lesser of the fair market value of our common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the applicable offering period. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the first date of the offering period. Summary of Assumptions There were no option awards granted during the three and nine months ended September 30, 2022. The following table summarizes the weighted-average assumptions used in estimating the fair value of the ESPP for the offering periods during the three and nine months ended September 30, 2022 using the Black-Scholes pricing model:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2022 |  | 2022
ESPP: |  |  |
Expected term (in years) | 0.5 - 1.0 |  | 0.5 - 1.0
Expected volatility | 42.4% - 45.2% |  | 34.8% - 45.2%
Risk-free interest rate | 3.3% - 3.5% |  | 0.6% - 3.5%
Expected dividend yield | —% |  | —%
Fair value of common stock | $21.55 |  | $20.05 - $21.55
Expected term - Expected term represents the term from the first day of the offering period to the purchase dates within each offering period. Expected volatility - The Company performs an analysis using publicly-traded peer companies' historical volatility over the expected term to develop an expected volatility assumption. Risk-free interest rate - Risk-free rate is estimated based upon the implied yield on the U.S. Treasury zero-coupon issued with maturities that are consistent with the option’s expected term. Expected dividend yield - Based on Company’s continued assumption that there will not be any dividend payouts, the expected dividend yield is zero. Fair value of underlying common stock - The fair value of the Company's common stock is determined by the closing price of its common stock on the primary stock exchange on which our common stock is traded on the first day of the offering period. Stock Compensation The stock-based compensation (excluding deferred compensation) for the periods indicated below are as follows (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
Cost of revenues | $ | 5,247 |  |  | $ | 302 |  |  | $ | 15,064 |  |  | $ | 782 |
Research and development | 10,329 |  |  | 1,344 |  |  | 29,750 |  |  | 3,148 |
Sales and marketing | 10,500 |  |  | 1,453 |  |  | 28,072 |  |  | 3,323 |
General and administrative | 8,079 |  |  | 934 |  |  | 25,102 |  |  | 2,665 |
Total stock-based compensation | $ | 34,155 |  |  | $ | 4,033 |  |  | $ | 97,988 |  |  | $ | 9,918 |
As of September 30, 2022, total unrecognized stock-based compensation expense related to unvested service-based options was $17.6 million and is expected to be recognized over the remaining weighted-average vesting period of 1.2 years. As of September 30, 2022, total unrecognized stock-based compensation expense related to unvested options with performance, market liquidity and service vesting conditions is $12.5 million and is expected to be recognized over the estimated weighted-average explicit or derived service period of 1.67 years, unless the market liquidity vesting criteria are achieved earlier. As of September 30, 2022, total unrecognized stock-based compensation expense related to unvested options with performance and service vesting conditions is $10.8 million and is expected to be recognized over the remaining weighted-average service period of 2.5 years. As of September 30, 2022, the total unrecognized stock-based compensation expense related to the RSUs and PSUs outstanding was $259.5 million and is expected to be recognized over the remaining weighted-average vesting period of 3.1 years. As of September 30, 2022, the total unrecognized stock-based compensation expense related to the ESPP was $7.3 million and is expected to be recognized over the remaining offering periods.

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI https://asc.fasb.org/topic&trid=2208762 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 16 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 40 -Section 50 -Paragraph 6 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration