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Equity-based Compensation
9 Months Ended
Sep. 30, 2020
QL Holdings LLC and Subsidiaries  
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]  
Equity-based Compensation

11. Equity-based compensation

QLH Class B Restricted Unit Plan

QLH’s Class B Restricted Unit Plan (the “Plan”) authorizes QLH to issue Class B units to directors, employees, managers, independent contractors, and advisors of QLH and its subsidiaries upon approval of the BOD.

Class B units granted to employees are generally subject to a four-year vesting period, whereby the incentive awards become 25% vested on the first anniversary from the beginning of the requisite service period and then vest ratably on a monthly basis thereafter through the end of the vesting period.

As of September 30, 2020, the total number of Class B units that may be issued under the Plan was 177,300, of which no units remained available for future grant as of September 30, 2020.

The option pricing model assumptions for determining the fair value of the Class B units in the nine months ended September 30, 2020 and 2019 were as follows:

 

 

 

Nine months ended

September 30,

 

 

 

2020

 

 

2019

 

Expected term (in years)

 

0.5 - 2 years

 

 

3 years

 

Expected volatility

 

70% - 88%

 

 

 

70

%

Expected dividend yield

 

 

 

 

 

 

Risk-free interest rate

 

0.11% - 1.41%

 

 

 

2.19

%

Discount for lack of marketability

 

 

25

%

 

 

30

%

 

Equity compensation awards activity

The following is a summary of the Class B units’ activity for the nine months ended September 30, 2020:

 

 

 

Number

of units

 

 

Weighted-

average

grant date

fair

value/unit

 

 

Aggregate

intrinsic

value

(in

thousands)

 

Class B units

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding as of December 31, 2019

 

 

163,800

 

 

$

61.62

 

 

$

28,622

 

Granted

 

 

25,500

 

 

 

105.85

 

 

 

 

 

Repurchased

 

 

(8,568

)

 

 

51.03

 

 

 

 

 

Forfeited or canceled

 

 

(3,432

)

 

 

74.22

 

 

 

 

 

Outstanding as of September 30, 2020

 

 

177,300

 

 

$

68.25

 

 

$

70,953

 

 

As of September 30, 2020, the Company had 82,161 vested units and 95,139 unvested units of Class B units with weighted average grant date fair value per unit of $55.96 and $87.79, respectively. The aggregate intrinsic value of the unvested shares of Class B units as of September 30, 2020 was $38.1 million. As of September 30, 2019, the Company had 49,242 vested units and 103,558 unvested units of Class B units with weighted average grant date fair value per unit of $42.93 and $70.43, respectively.

During the nine months ended September 30, 2020, 39,617 units were vested with aggregate intrinsic value of $10.1 million. During the three and nine months ended September 30, 2020 and 2019, the Company recognized $0.0 million and $0.8 million, and $0.0 million and $1.3 million, respectively, of equity-based compensation expense for the amount by which the amount paid to redeem the units exceeded the fair value at the date of redemption. These amounts are included within operating cash flow. Redemptions include redemptions arising in connection with the Insignia Recapitalization as well as optional unit repurchases by the Company following an employee’s termination of employment. Cash used to settle the redemptions was $0.0 million and $2.2 million, and $1.1 million and $5.8 million for the three and nine months ended September 30, 2020 and 2019, respectively.

Equity-based compensation expense

The Company recorded equity-based compensation expense in the following expense categories in its condensed consolidated statements of operations (in thousands):

 

 

 

Three months ended

September 30,

 

 

Nine months ended

September 30,

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cost of revenue

 

$

18

 

 

$

19

 

 

$

58

 

 

$

158

 

Sales and marketing

 

 

158

 

 

 

116

 

 

 

313

 

 

 

1,272

 

Product development

 

 

94

 

 

 

79

 

 

 

723

 

 

 

455

 

General and administrative

 

 

336

 

 

 

306

 

 

 

1,459

 

 

 

1,196

 

Total equity-based compensation

 

$

606

 

 

$

520

 

 

$

2,553

 

 

$

3,081

 

 

As of September 30, 2020 and 2019, unrecognized compensation cost related to the Class B units was $8.2 million and $6.4 million, respectively, and will be recognized over a weighted-average period of 3.1 years as of September 30, 2020 and 3.3 years as of September 30, 2019.