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STOCK-BASED COMPENSATION
3 Months Ended 12 Months Ended
Mar. 31, 2021
Dec. 31, 2020
OLD PlayStudios, Inc.    
STOCK-BASED COMPENSATION

NOTE 16—STOCK-BASED COMPENSATION

2011 Omnibus Stock and Incentive Plan (the “Plan”)

On July 13, 2011, the Company approved the 2011 Omnibus Stock and Incentive Plan (the “Plan”). Under this Plan, the board of directors or a committee appointed by the board of directors is authorized to provide stock-based compensation in the form of stock options, stock appreciation rights, restricted stock and other performance or value-based awards within parameters set forth in the Plan.

Through March 31, 2021, the board of directors approved an aggregate of 149,150,000 shares available for awards under the Plan, of which 5.9 million shares are still available for award. If any shares previously granted are forfeited, canceled, exchanged, or surrendered or if an award otherwise terminates or expires without a distribution of shares, the shares of stock with respect to such award are again available for award under the Plan, provided that in the case of restricted stock or other award to which dividends have been paid or accrued, the number of shares with respect to such awards are not available, unless such dividends are forfeited, canceled, exchanged, or surrendered.

The following table summarizes stock-based compensation expense that the Company recorded in income from operations for the years shown:

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

    

2021

    

2020

Selling and marketing

 

$

21

 

$

24

General and administrative

 

 

383

 

 

263

Research and development

 

 

496

 

 

338

Stock-based compensation expense

 

$

900

 

$

625

Capitalized stock-based compensation expense

 

$

209

 

$

162

 

Stock Options

All of the options granted under the 2011 Omnibus Stock and Incentive Plan have time-based vesting periods vesting over a period of three to four years and a maximum term of 10 years from the grant date. Separate from the Plan, and in connection with the acquisition of Israel, a limited number of employees have been granted performance-based stock options. The Company awarded 4.2 million performance-based stock options in 2017. These options had vesting that was tied to the achievement of defined performance and profitability metrics. The performance-based stock options have a weighted-average grant-date fair value of $0.24 per share. The performance-based stock options fully vested in 2018. During the year ended December 31, 2020, the majority of performance-based stock options were exercised, resulting in 0.1 million options outstanding as of March 31, 2021.

The following is a summary of stock option activity for time-based and performance-based options during the three months ended March 31, 2021 (in thousands, except weighted-average exercise price and remaining term):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Weighted-

 

Average

 

 

 

 

 

 

 

Average

 

Remaining

 

 

 

 

 

 

 

Exercise

 

Term

 

Aggregate

 

    

No. of Options

    

Price

    

(in Years)

    

Intrinsic Value

Outstanding - December 31, 2020

 

77,640

 

$

0.20

 

  

 

 

  

Granted

 

550

 

 

1.83

 

  

 

 

  

Exercised

 

(3,161)

 

 

0.26

 

  

 

 

  

Forfeited

 

(695)

 

 

0.36

 

  

 

 

  

Expired

 

(59)

 

 

0.32

 

  

 

 

  

Outstanding - March 31, 2021

 

74,275

 

 

0.21

 

6.9

 

$

84,448

Unvested - March 31, 2021

 

36,467

 

 

0.18

 

8.1

 

 

42,426

Exercisable - March 31, 2021

 

37,808

 

 

0.23

 

5.6

 

 

42,022

 

The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted in the Company’s consolidated financial statements:

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

    

2021

    

2020

 

Expected term (in years)

 

 

5.86

 

 

5.85

 

Expected volatility

 

 

51.24

%  

 

58.45

%

Risk-free interest rate range

 

 

0.54%-0.60

%  

 

0.41%-0.47

%

Dividend yield

 

 

 0

%  

 

 0

%

Grant-date fair value

 

$

0.52

 

$

0.29

 

 

As of March 31, 2021, there was approximately $9.4 million of total unrecognized compensation expense related to stock options to employees, which is expected to be recognized over a remaining average period of 2.3 years. The total intrinsic value of stock options exercised under the provisions of the Plan during the three months ended March 31, 2021 and 2020 was $4.9 million and $0.2 million, respectively.

NOTE 14—STOCK-BASED COMPENSATION

2011 Omnibus Stock and Incentive Plan (the “Plan”)

On July 13, 2011, the Company approved the 2011 Omnibus Stock and Incentive Plan (the “Plan”). Under this Plan, the board of directors or a committee appointed by the board of directors is authorized to provide stock-based compensation in the form of stock options, stock appreciation rights, restricted stock and other performance or value-based awards within parameters set forth in the Plan.

Through December 31, 2020, the board of directors approved an aggregate of 149,150,000 shares available for awards under the Plan, of which 5,705,118 shares are still available for award. If any shares previously granted are forfeited, canceled, exchanged, or surrendered or if an award otherwise terminates or expires without a distribution of shares, the shares of stock with respect to such award are again available for award under the Plan, provided that in the case of restricted stock or other award to which dividends have been paid or accrued, the number of shares with respect to such awards are not available, unless such dividends are forfeited, canceled, exchanged, or surrendered.

The following table summarizes stock-based compensation expense that the Company recorded in income from operations for the years shown (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

    

2020

    

2019

    

2018

Selling and marketing

 

$

94

 

$

85

 

$

442

General and administrative

 

 

1,044

 

 

964

 

 

7,328

Research and development

 

 

2,381

 

 

4,835

 

 

3,132

Stock-based compensation expense

 

$

3,519

 

$

5,884

 

$

10,902

Capitalized stock-based compensation

 

$

605

 

$

912

 

$

1,405

 

The total income tax benefit recognized from stock-based compensation expense was $0.7 million, $0.1 million and $0.2 million during the year ended December 31, 2020, 2019 and 2018, respectively. In addition, the Company recognized an income tax benefit from the conversion of incentive stock options to non-qualified stock options in the amount of $0.1 million during the year ended December 31, 2019.

Stock Options

All of the options granted under the 2011 Omnibus Stock and Incentive Plan have time-based vesting periods vesting over a period of three to four years and a maximum term of 10 years from the grant date. Separate from the Plan, and in connection with the Acquisition mentioned in Note 7, a limited number of employees have been granted performance-based stock options. The Company awarded 4.2 million performance-based stock options in 2017. These options had vesting that was tied to the achievement of defined performance and profitability metrics. The performance-based stock options have a weighted- average grant-date fair value of $0.24 per share. The performance-based stock options fully vested in 2018. There were 3.6 million performance-based stock options outstanding as of December 31, 2019. During the year ended 2020, the majority of performance-based stock options were exercised, resulting in 53,820 options outstanding as of December 31, 2020.

The following is a summary of stock option activity for time-based and performance-based options for the year ended December 31, 2020 (in thousands, except weighted-average exercise price and remaining term):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted- 

 

 

 

 

 

 

 

Weighted-

 

Average 

 

Aggregate

 

 

 

 

 Average

 

Remaining 

 

 Intrinsic

 

    

No. of Options

    

Exercise Price

    

Term (in Years)

    

Value

Outstanding - December 31, 2019

 

91,300

 

$

0.16

 

  

 

 

  

Granted

 

7,080

 

 

0.40

 

  

 

 

  

Exercised

 

(16,314)

 

 

0.06

 

  

 

 

  

Forfeited

 

(3,255)

 

 

0.33

 

  

 

 

  

Expired

 

(1,171)

 

 

0.19

 

  

 

 

  

Outstanding - December 31, 2020

 

77,640

 

 

0.20

 

7.1

 

$

88,615

Unvested - December 31, 2020

 

39,942

 

 

0.17

 

8.3

 

 

46,669

Exercisable - December 31, 2020

 

37,698

 

 

0.23

 

5.8

 

 

41,946

 

The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted in the Company’s consolidated financial statements:

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

    

2020

    

2019

    

2018

 

Expected term (in years)

 

 

5.96

 

 

5.93

 

 

5.99

 

Expected volatility

 

 

59.56

%

 

70.00

 

63.12

%

Risk-free interest rate range

 

 

0.24%-0.51

%

 

1.54%-2.59

 

2.77%-3.13

%

Dividend yield

 

 

 0

%

 

 0

 

 0

%

Grant-date fair value

 

$

0.60

 

$

0.27

 

$

0.19

 

 

As of December 31, 2020, there was approximately $10.5 million of total unrecognized compensation expense related to stock options to employees. As of December 31, 2020, this cost is expected to be recognized over a remaining average period of 2.4 years. The total intrinsic value of stock options exercised under the provisions of the Plan during the years ended December 31, 2020, 2019 and 2018 was $19.6 million, $1.2 million and $1.1 million, respectively.

The income tax benefit recognized from the exercise of non-qualified stock options was $13.4 million and $0.1 million during the year ended December 31, 2020 and 2019, respectively. The income tax benefit recognized from disqualifying dispositions of incentive stock options was $0.1 million and $0.3 million during the year ended December 31, 2019 and 2018, respectively.

Restricted Stock

In 2018, the Company recorded $555 thousand of stock-based compensation expense in conjunction with the issuance of 1.8 million shares of restricted stock which vested immediately. There were no shares of restricted stock issued in 2020 or 2019.

Repurchases and Sales of Company Stock

Separate from the issuance of awards under the 2011 Omnibus Stock and Incentive Plan, the Company recorded stock-based compensation expense, net of amounts capitalized, related to repurchases and sales of common stock in which the purchase price was in excess of the fair value of such shares.

Stock Repurchase

During 2020, 2019 and 2018, the Company exercised its right of first refusal to repurchase shares of the common stock from its employees. The excess purchase price over the fair value of the common stock was recorded as stock-based compensation expense, net of amounts capitalized.

Secondary Transactions

During 2018, the Company assisted in the organization of a transaction between an economic interest holder in the entity and employees of the entity wherein the economic interest holder purchased shares of outstanding stock from employees. In the transaction, the economic interest holder paid a premium above the fair value of the shares. The excess purchase price over the fair value of common stock was recorded as compensation expense, net of amounts capitalized.

The following table summarizes stock-based compensation expense related to stock repurchases and sales for the years ended December 31, 2020, 2019 and 2018 (in thousands).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2020

 

    

Shares

    

Expensed

    

Capitalized

    

Total

Stock repurchase through exercise of right of first refusal

 

 

25

 

$

25

 

$

 —

 

$

25

Total

 

 

 

 

$

25

 

$

  

 

$

25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2019

 

    

Shares

    

Expensed

    

Capitalized

    

Total

Stock repurchase through exercise of right of first refusal

 

 

9,570

 

$

2,881

 

$

119

 

$

3,000

Total

 

 

 

 

$

2,881

 

$

119

 

$

3,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2018

 

    

Shares

    

Expensed

    

Capitalized

    

Total

Secondary transaction between employees and MGM

 

 

10,050

 

$

6,485

 

$

349

 

$

6,834

Secondary transaction between employees and existing investors

 

 

6,128

 

 

2,040

 

 

190

 

 

2,230

Stock repurchase through exercise of right of first refusal

 

 

2,130

 

 

707

 

 

148

 

 

855

Total

 

 

 

 

$

9,232

 

$

687

 

$

9,919