☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
2020
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
210 Broadway Cambridge, Massachusetts | 02139 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A Common Stock, $0.001 Par Value Per Share | EVER | The Nasdaq Global Market |
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Large accelerated filer | Accelerated filer | |||||
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
Emerging growth company |
$989,798,228.
Portions
our future financial performance, including our expectations regarding our revenue, cost of revenue, variable marketing margin, operating expenses, cash flows and ability to achieve, and maintain, future profitability;
our ability to attract and retain consumers and insurance providers using our marketplace;
our ability to develop new and enhanced products and services to attract and retain consumers and insurance providers, and our ability to successfully monetize them;
our anticipated growth and growth strategies and our ability to effectively manage that growth;
our ability to maintain and build our brand;
our reliance on our third-party service providers;
our ability to expand internationally;
the impact of competition in our industry and innovation by our competitors;
our ability to hire and retain necessary qualified employees to expand our operations;
our ability to adequately protect our intellectual property;
our ability to stay abreast of new or modified laws and regulations that currently apply or become applicable to our business;
the increased expenses and administrative workload associated with being a public company;
failure to maintain an effective system of internal controls necessary to accurately report our financial results and prevent fraud;
the future trading prices of our Class A common stock; and
our use of proceeds from our initial public offering.
While we may elect to update these forward-looking statements at some point in the future, whether as a result of any new information, future events, or otherwise, we have no current intention of doing so except to the extent required by applicable law.
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Company Overview
EverQuote makes insurance shopping easy, efficientdiffer is set forth below:
We operate a leading online marketplace for insurance shopping, connecting consumers with insurance providers. Our goal is to reshape insurance shopping for consumers and improve the way insurance providers, which we view as including both carriers and agents, attract and connect with customers shopping for insurance. With over 11 million consumer visits per month,using our results-driven marketplace, powered by marketplace;
Consumers may view insurance as a simple commodity with standard pricing. Finding the right insurance product, however, is often challenging for consumers, who face limited online options, complex, variable and opaque pricing, and myriad coverage configurations. We present consumers with a single starting point for a comprehensive and cost-effective insurance shopping experience. Our marketplace reduces the time consumers spend searching across multiple sites by delivering broader and more relevant results than consumers may find on their own. Our service is free for consumers, and we derive our revenue from sales of consumer referrals to insurance providers. In consumer surveys we have conducted, consumers purchasing auto insurance policies from referrals made through our marketplace reported average annual premium savings of $610, and we estimate providers have sourced over 7 million auto insurance policies through EverQuote as of December 31, 2019. Based on this data, we believe we have saved consumers purchasing auto insurance more than $4 billion as of December 31, 2019.
Insurance providers operate in a highly competitive and regulated industry and typically specialize onpre-determined subsets of consumers. As a result, not every consumer is a good match for every provider, and some providers can struggle to reach the segments that are most desirable for their business models. Traditional offline and online advertising channels reach broad audiences but lack the fine-grained consumer acquisition capabilities needed for optimally matching consumers to specific insurance products. We connect providers to a large volume of high-intent,pre-validated consumer referrals that match the insurers’ specific requirements. The transparency of our marketplace, as well as the campaign management tools we offer, make it easy for insurance providers to evaluate the performance of their marketing spenddependence on our platform and manage their own return on investment. Based on insurance provider feedback, we believe we are a large and efficient consumer acquisition and retention channel for our insurance provider customers.
The EverQuote platform is powered by data science. Our rich data assets and proprietary algorithms efficiently attract consumers, match them with relevant insurance providers and drive our overall business model. These assets include approximately 2 billion consumer-submitted data points, derived from over 65 million quote requests and 178 billion ad impressions acquired through $664 million in cumulative advertising spend through December 31, 2019. We utilize our data assets throughout our business, from advertising and consumer acquisition to the innovation of new consumer and provider experiences, as well as to guide our strategic direction. As our data assets grow, our algorithms become more powerful. We believe our data science capabilities give us a significant competitive advantage.
Our marketplace benefits from significant network effects. As we attract more consumers to our platform, we collect more data to improve user experiences, which in turn improves conversion rates. The combination of these factors increases consumer traffic while reducing acquisition costs, leading to more quote requests for our insurance provider customers. Increased quote requests, combined with quote and bind feedback, improve providers’ advertising and marketing efficiency in our marketplace, resulting in more providers and provider spend. More providers and provider spend enable us to attract more consumers, generating more data.
We have scaled our business in a capital-efficient manner, growing our company with less than $10 million of equity raised to finance our business, prior to becoming a public company, to revenue of over $125 million in 2017. Our revenue grew from $61.9 million in 2014 to $248.8 million in 2019, representing a compound annual growth rate of 32%. In 2018 and 2019, our total revenue was $163.3 million and $248.8 million, respectively, representing year-over-year growth of 52%. We had net losses of $13.8 million and $7.1 million in 2018 and 2019, respectively.
Industry Overview
Insurance is a highly fragmented and competitive business, and one of the largest segments of the United States economy. There are over 2,000 insurance carriers and 100,000 insurance agencies in the United States, and in 2019, they collectively issued policies representing over $2 trillion in in premiums. Based on data from S&P Global Market Intelligence; SNL Insurance Data and a study we commissioned by Stax Inc., we estimate automotive, home and renters, life, health and commercial insurance account for approximately 70% of the advertising dollars spent by these insurance carriers.
Insurance marketing spend is large and evolving
To capture new policies and retain existing customers, insurance providers advertise across a broad range of online and offline marketing channels, devoting significant resources to sales and distribution. Separately, the internet has become increasingly influential in consumer insurance shopping. While insurance providers have been reallocating marketing spend from traditional media sources to online media channels, we believe the shift of marketing budgets online continues to lag the shift in consumer behavior.
Based on carrier online advertising and agent marketing spend, we estimate that we have an immediate opportunity in excess of $5.6 billion per year, with a total addressable market of $146.1 billion annually. Given the continued shift toward online channels over traditional media and the ongoing growth in agency commissions, we expect our immediate opportunity to expand in the future. For example, U.S. insurance carriers spent $146.1 billion in marketing and distribution in 2019, consisting of $130.5 billion in commissions to agents and $15.6 billion in direct advertising, according to data from S&P Global Market Intelligence; SNL Insurance Data and a study we commissioned by Stax Inc. Based on these same sources, online insurance advertising spend of North American insurance carriers was $5.6 billion in 2019 and is estimated to grow more than 16% annually through 2024. We believe that carriers will continue to shift advertising dollars online in order to capitalize on the superior marketing characteristics of digital channels.
Insurance products are complex and highly regulated
While insurance may be perceived by consumers as a commodity, it is complex and must be configured to match each consumer’s particular circumstances. In the United States, regulatory requirements vary state by state, with each state having different actuarial standards, statutory requirements and regulations, and there are numerous types and levels of coverage, bundling and discounts available from each provider. These complexities make it challenging for consumers to compare and choose from among the hundreds of available insurance providers and coverage combinations.
The modification of insurance rates and policy forms is an onerous and cumbersomestate-by-state process that, in many states, can take months and require document submissions consisting of thousands of
pages, and limits the consumer attributes that may be considered in setting rates. As a result, insurance providers have limited ability to quickly adjust their pricing in response to losses or changes in market conditions and lack the ability to price policies dynamically to match expected customer value, attributes and behavior.
Insurance products are not priced in a uniform manner. Pricing strategies vary across providers and assessment of individual consumer risk is based onpre-set consumer attributes, such as vehicle type and location. Eachconsumer-to-product pairing yields a specific rate based on static rate tables filed semi-annually or annually with state regulators, with pricing that may vary widely across insurance providers and consumer profiles. Consumers seeking insurance are often unaware of any given insurance provider’s product strategies, strengths or offerings, which may lead to suboptimal shopping and significant inefficiencies for consumers and providers.
Insurance shopping is being enabled by new digital tools
We expect that the ongoing shift to online insurance shopping by consumers and the increasing digitization of insurance risk assessment and workflows will enable more personal,end-to-end shopping experiences, products and services. Moreover, emerging online agencies and digital carriers launched to take advantage of these trends are typically directed towards niche audiences and have limited marketing budgets, making capturing the right consumers challenging for them. We believe that the confluence of these factors favors business models that efficiently match supply and demand, allowing insurance providers to capture consumers’ purchase intent online while taking advantage of the benefits of targeted digital advertising.
Insurance agents are an essential and growing part of the industry landscape
Despite the rising number of consumers shopping online for insurance, insurance agents continue to play an important role in the insurance buying process.
We estimate there are approximately 100,000 agencies in the United States who sell insurance products across the auto, home and renters, life, health and commercial insurance markets. Based on information from a study we commissioned by Stax Inc. and from S&P Global Market Intelligence; SNL Insurance Data, these agents earned over $130 billion in commissions from carriers in 2019.
Market Opportunity
The challenges faced in the $146.1 billion insurance sales, marketing and distribution market create a significant opportunity for companies that can efficiently align consumers and providers. These challenges include:
Misalignment of providers and consumers creates an inefficient match between supply and demand
As a result of pricing and regulatory complexity, many insurance providers specialize inpre-determinedsub-sets of consumers across products, sales, claims processing and support functions to optimize their business models for profitability and expected loss ratios. At the same time, consumers may struggle to make informed buying decisions due to the large number of providers, breadth of insurance products and services available, and opaque pricing and coverage options. The inability of insurance providers to attract only those consumers who match their optimal risk profiles, combined with the lack of comprehensive information for consumers, creates a supply and demand misalignment.
Complex, fragmented and opaque market for consumers
Selecting the right insurance provider is challenging for consumers, as there are more than 2,000 insurance carriers in the United States, each with different risk-assessment requirements, product offerings, and pricing. Consumers have distinct attributes and insurance needs and historically have lacked access to
comprehensive tools to identify and connect with the right providers. Moreover, pricing for the same coverage can vary widely from one provider to another, and even across different sales channels within the same provider. While consumers seek competitive pricing, they are often unaware of pricing differences, the level of coverage needed for their particular circumstances, and any given insurance provider’s product strategies, strengths or offerings. These market conditions may lead to suboptimal shopping, significant inefficiencies for consumers and the need for expert advice and support to make informed decisions.
Inefficient advertising channels for insurance providers
Advertising for insurance providers is challenging and its effectiveness is limited by several factors:
Insurance providers require extensive information about demographic and behavioral attributes in order to determine pricing and the policy value of a given consumer. This information is either unavailable or unreliable for targeting through traditional online and offline channels. In addition, traditional channels lack the ability to identify and segment a provider’s existing customers, limiting the utility of these channels for retention.
Due to regulatory constraints, providers require long lead times to reprice their products. As a result, carriers may find their products mispriced to risk of loss across large consumer segments for extended periods of time. Traditional channels, and in particular television, lack the fine-grained controls to quickly and selectively adjust consumer acquisition strategies and align advertising spend with loss tolerance.
Providers are constrained in their immediate ability to tailor premiums to individuals due to the regulatory environment and, as a result, cannot price competitively for every consumer. With traditional online and offline advertising, providers often pay to attract consumers who are unlikely to buy a policy due to pricing mismatches.
Due to these factors, traditional advertising channels are inefficient for insurance providers.
Our Solution
Our goal is to reshape insurance shopping for consumers and improve the way insurance providers attract and connect with customers shopping for insurance. Our results-driven marketplace, powered by our proprietary data and technology platform, matches and connects consumers seeking to purchase insurance with relevant options from our network of insurance providers, saving consumers and providers time and money.
Proprietary, data-driven technology platform
Our platform efficiently attracts consumers shopping for insurance to our websites and call center, which matches them to relevant providers for streamlined quoting. This enables us to maintain high levels of quality control and refer real-time quote requests to our insurance provider customers at the moment of the consumer’s purchase intent.
Bid
We advertise to consumers, under the EverQuote brand, as well as additional brands, across hundreds of online channels including internet search, email, social media and display advertising. Our algorithms efficiently manage millions of advertising impressions per day, utilizing insights from our proprietary data assets and A/B testing to optimize bids, advertising creatives and placements across channels. In order to attract high-quality consumers to our websites and mobile applications at optimal cost, we continuously analyze and test the effectiveness of our advertising and use automated dynamic adjustments to our traffic acquisition efforts. We store all of our advertising placement data in our central data warehouse and provide our analysts, data scientists and engineers with broad access to optimize our consumer acquisition activities.
Quote request
At the time of an online quote request, consumers submit approximately 10 to 50 items of data, depending on the type of insurance, representing the majority of data required by providers for matching, quoting and binding, and we provide returning consumers with the ability to submit subsequent quote requests without the need tore-enter all of their data. This information is securely exchangedrelationships with insurance providers at the moment of referral, enabling providers to produce quotes quickly, with minimal additional steps and information needs. In 2019, we matched and referred nearly 20 million online quote requests to insurance providers’ quoting and binding workflows.
In 2019, we expanded no long-term contracts;
Bind
We combine consumer-submitted information and our internal data with proprietary machine learning algorithms to optimize matching and bind rates for consumers and insurance providers. Based onsingle insurance provider feedback, we believe we are a large and efficient consumer acquisition and retention channel for our insurance provider customers. Based on phone surveys conducted by EverQuote in 2018 and 2019, of consumers that submitted quote requests, approximately 20% of these consumers purchased insurance from an insurance provider participating in our marketplace.
Retention
Our platform enables insurance providers to identify and run campaigns for their existing customers and provide retention-oriented offers alongside the other options being presented.
How we engage with consumers
We engage with consumers through user-friendly andeasy-to-navigate websites that make shopping for insurance easy, cost-effective and more personal. For our online consumers, we guide them through the process of submitting a quote request with simple instructions and helpful information about how their profile and choices may affect their results. Upon completing their quote requests, consumers are connected with relevant options from our comprehensive provider network, allowing them to quickly and easily compare coverage options. We aim to make theend-to-end shopping experience seamless by enabling consumers to securely share their data with matched providers, accelerating quoting and reducing repetition in the shopping process.
We also engage consumers offline throughnon-company branded television campaigns and consumer calls placed directly to a call center partner. When a consumer dials into one of our call center partners, the consumer is matched to an insurance provider based on attributes provided by the consumer. In addition, through our verified partner network, we acquire consumer quote requests that are submitted by consumers directly to select third parties. Quote requests acquired by us from third parties in our verified partner network contain substantially all the same information we obtain in our own online quote requests.
How we engage with insurance providers
Insurance carriers and agents connect with our marketplace through EverQuote Pro, ourweb-based provider portal. EverQuote Pro matches insurance carriers and agents with consumers who complete quote requests on our websites, through phone calls or through our verified partner network. Our portal provides transparent, secure access to marketplace data regarding consumer type, volume and referral pricing, along with sophisticated campaign management tools for targeting consumers based on a wide array of attributes.
Providers in our marketplace bid for consumer referrals based on eitherpre-defined segments or dynamic profiles. Bids may be static or dynamically adjusted based on specified criteria, such as consumer attributes, time of day and geographic location. Regardless of bidding mechanism, insurance providers in our marketplace participate in a unified, real-time auction that matches consumers with the most relevant providers on our platform based on bid, preferred consumer profile, predicted bind rate and other factors. Through this auction process, we align provider economics with consumer demand.
Our tools are designed to integrate with insurance providers’ internal workflows to minimize administrative burden, and can incorporate quote, bind and lifetime value feedback, enabling providers to evaluate and optimize their acquisition and retention campaigns through a single interface. We support the industry-standardweb-based marketing, customer relationship management and referral management systems commonly used by insurance providers, allowing easy adoption of our platform.
Key benefits for consumers
We offer consumers a streamlined and personalized insurance buying experience, providing the following key benefits:
Saving time and money
We provide consumers with multiple relevant insurance product options based upon the information submitted by them at quote request, enabling them to save both time and money. In consumer surveys we have conducted, consumers purchasing auto insurance policies from referrals made through our marketplace reported average annual premium savings of $610. We estimate providers have sourced over 7 million auto insurance policies through EverQuote as of December 31, 2019. Based on this data, we believe we have saved consumers purchasing auto insurance more than $4 billion as of December 31, 2019.
Single starting point for a comprehensive insurance shopping experience
Our marketplace provides a single starting point to access a range of relevant insurance options beyond what consumers might otherwise find on their own. With an extensive network of national and regional carriers, technology enabled insurance startups, as well as more than 7,000 insurance agencies, we believe the depth and breadth of our insurance provider network allows us to present a comprehensive set of options to consumers.
Results-driven insurance shopping destination efficiently matching consumers with relevant options
Our platform empowers consumers to make better and more informed insurance decisions. Our algorithms factor in consumer input data, insurance provider bid preferences and economics and, when available, quote, bind and lifetime value feedback. These algorithms are designed to optimize for various factors including the likelihood of a policy sale, consumer satisfaction and insurance provider return on investment. We match and connect consumers, based on consumer attributes and a number of other factors, with relevant options from the broad range of insurance providers on our platform.
Seamless online or offline handoff to quote or bind a policy
Our seamless consumer handoff integrations minimize the additional information required to provide a quote or bind a policy either online or offline. This reduces consumer shopping time, improves the consumer experience, and increases the likelihood of completing a purchase.
Key benefits for insurance providers
Based on insurance provider feedback, we believe we are a large and efficient consumer acquisition and retention channel for our insurance provider customers. We offer insurance providers the following key benefits:
Access to a high volume ofin-market online consumers
We attract consumers seeking insurance from hundreds of online sources and a limited number of offline sources. For consumers visiting us online, we further validate purchase intent by requiring consumers to submit approximately 10 to 50 items of data in order to submit a quote request. We also provide returning consumers with the ability to submit subsequent quote requests without the need tore-enter all of their data. From 2014 to 2019, our annual quote requests grew from 2 million to 20 million. As a result, we are able to refer a high volume of high-intent consumers to our insurance provider partners.
Efficient acquisition of consumers that match providers’ specific criteria
We offer insurance providers fine-grained controls to select specific consumer profiles relevant to their underwriting practices and preferences, enabling them to efficiently target rationalcost-per-sale relative to long-term value for each referral. In addition, the transparency of our marketplace, as well as the campaign management tools we offer, make it easy for insurance providers to evaluate the performance of their marketing spend on our platform and manage their own return on investment.
High bind rates for referrals through broad data integration with providers
Our seamless consumer handoff technology integrates with insurance providers to reduce the number of steps required from referral to bind, increasing transparency and consumer satisfaction. We securely provide quote request data, allowing insurance providers to adjust their quoting workflows in ways that are compatible with their existing infrastructure and business requirements. This data handoff provides carriers and agents with the core information needed to bind a policy with minimal steps after quote request.
Flexible advertising channel
Our marketplace allows providers to rapidly aligncost-per-acquisition and distribution of advertising dollars with preferred consumer profiles. With granular budgeting and bidding tools, providers have extensive, near real-time control over the distribution and utilization of their advertising spend on our platform.
Our Strengths
We believe that our competitive advantages are based on the following key strengths:
Results-driven marketplace for consumers
We efficiently match and connect consumers with relevant insurance providers for their specific circumstances and needs, reducing the time needed to compare providers and increasing the chance of purchasing insurance. Consumers receive options, enabling them to select the right insurance policy for their needs from our network of insurance providers. Our network includes an extensive array of insurance carriers, including many of
the largest property and casualty carriers by premium volume as well as more than 7,000 insurance agencies. We believe that offering a personalized, comprehensive and provider-inclusive consumer experience has helped us to become a leading marketplace for online insurance shopping.
Disruptive data-driven approach
Our marketplace is powered by a proprietary data and technology platform that efficiently attracts insurance shoppers from a diverse and large array of sources, increases the bind rate for consumers, and we believe will drive down the cost of acquisition for providers over time. As of December 31, 2019, we employed over 140 analysts, data scientists and engineers who continually leverage our growing data assets to improve our capabilities. As of December 31, 2019, our data assets included approximately 2 billion consumer-submitted data points, derived from over 65 million quote requests and 178 billion ad impressions acquired through $664 million in advertising spend. We leverage our data assets to further improve the conversion rate of our referrals and matching efficiency, and to innovate new products for consumers and providers through rapid, test-driven development.
Powerful network effects
Our insurance marketplace benefits from significant network effects. As we attract more consumers to our platform, we collect more data to improve user experience, which in turn improves conversion rates, which we believe will improve consumer satisfaction. The combination of these factors has increased consumer traffic, leading to more quote requests for our insurance provider customers. Increased quote requests, combined with quote and bind feedback, improve providers’ advertising and marketing efficiency in our marketplace, resulting in more providers and provider spend. More providers and provider spend enable us to attract more consumers, generating more data. Through these characteristics of our platform, we increased the volume of quote requests referred to our insurance provider customers from 2 million in 2014 to 20 million in 2019.
Ability to expand with significant operating leverage
We have leveraged our data assets, technology platform and engineering and data science capabilities, along with our growing audience of consumers and network of insurance providers, to expand our platform from the auto insurance market into such markets as home and life insurance markets. We have entered these new verticals with only a modest increase in headcount, and we have already achieved attractive economics and high growth.
Our cost structure provides us with the flexibility to react to changes in the business cycle. Our largest expense, advertising, is variable and can be quickly adjusted to market conditions. During economic downturns, advertising expenses can be rapidly reduced. Conversely, during periods of economic expansion we can increase advertising spend to attract consumers to our platform and further enhance the strength of our marketplace. We are also able to quickly adjust our advertising expense if we believe the revenue associated with it does not result in incremental profit to the business.
Founder-led management team with culture of innovation and track record of capital efficiency
Ourco-founders are Seth Birnbaum, Chief Executive Officer, and Tomas Revesz, Chief Technology Officer. Seth, aco-founder and chief executive officer of Digital Guardian, Inc. (formerly Verdasys, Inc.), brings to EverQuote a broad range of management andstart-up experience, complemented with engineering skills and information technology expertise. Tomas, aco-founder and an executive vice president of Digital Guardian, Inc. (formerly Verdasys, Inc.), brings to EverQuote extensive knowledge in IT systems development and management. Since our inception, we have built a team focused on data-driven innovation, which remains at the heart of our culture.
In addition, our management team has a track record of being good stewards of capital. We rapidly scaled our business in a capital-efficient manner and, prior to our IPO in July 2018, grew our company to revenue of over $125 million in 2017 with less than $10 million of equity raised to finance our business.
Our Growth Strategies
Our core mission is to be the largest source of insurance policies in the world by using data and technology to make insurance simpler, more affordable and personalized. We leverage data and technology to empower consumers with better information and options, enabling them to identify and reduce risky behaviors, lower their insurance costs and lead safer lives.
Data-driven innovation is at the core of our strategy, culture and operating focus. With our diverse team of analysts, engineers and business development employees, as well as our partnerships with leading insurance providers, we are working to build the largest and most trusted online insurance marketplace in the world. To achieve this goal, we intend to continue to grow our business by pursuing the following strategies:
Attract more consumers to our marketplace
We plan to expand the number of consumers reaching our marketplace through existing channels by leveraging the superior features and growing data assets of our platform. In addition, we may launch new marketing channels to acquire consumers both online and offline. In 2019, we had, on average, over 54,000 daily quote requests in our marketplace from consumers. We believe that there is an opportunity to attract substantially more high-intent consumers to our existing insurance offerings and that there are further expansion opportunities in adjacent verticals.
Add more insurance providers and increase revenue per provider
We plan to grow the number of insurance providers on our platform by demonstrating the value proposition of our marketplace as an efficient, scalable customer acquisition channel and adding new provider-facing features. While not a factor in our historical increases in revenue per quote request, we believe we have an opportunity to also increase the number of referrals per quote request while maintaining or increasing the bind rate per quote request, which would allow us to increase our revenue at limited marginal cost. In addition, we plan to expand revenue per provider by increasing consumer traffic and quote request volume, adding verticals and innovating advertiser products and services.
Despite the high costs, saturation and lower overall conversion rates associated with traditional advertising channels, such as television, radio and billboards, insurance carriers still allocate a significant portion of their advertising budgets towards these channels. We have achieved over $248.8 million in annual revenue while capturing only a small fraction of insurance marketing spend in aggregate and at an individual provider level.
Expand and deepen consumer engagement
We continuously leverage our data assets and growing consumer volume to conduct test-driven product development. We actively innovate with new consumer offerings and enhanced user experience to deepen consumer engagement. Our goal is to provide broader and more meaningful consumer experiences, leading to increased return visits, and higher frequency of interaction, which we believe will result in greater revenue per user.
Invest in revenue;
We have increased the size of our analyst, data science and engineering teams every year, enabling us to increase our consumer traffic and conduct more A/B testing, improve conversion rates in our marketplace and
improve advertising efficiency over the long term. We plan to continue to invest in our data and technology platform by growing our analyst, data science and engineering teams, enabling us to improve the breadth and efficiency of our marketplace for consumers and providers. In the future, we may also expand our capabilities and team through selective acquisitions.
Launch new verticals on our platform
We have demonstrated the ability to efficiently expand into new markets by leveraging attract consumers searching for insurance, including through search engines, display advertising, email and social media;
Enhance our brand awareness
We believe we have significant opportunities to increase our brand awareness. Historically, our marketing efforts have been focused on algorithmic consumer acquisition rather than brand marketing. We plan to further expand our marketing channels to drive greater brand recognition and attract a broader consumer audience.
Grow internationally
Today we operate solely in the United States. We believe there are significant opportunities for us to expand into other countries. We expect to launch in international markets over time with a focus on markets similar to the United States.
Proprietary Data Assets and Algorithms
Our data assets
We leverage our data assets to enhance our competitive position and inform our decision making. As of December 31, 2019, our data assets included approximately 2 billion consumer-submitted data points, derived from over 65 million quote requests and 178 billion ad impressions acquired through $664 million in advertising spend.
Our data assets are comprised of:
granular bid and impression-level performance data across a diverse landscape of advertising channels and platforms;
consumer-provided geographic, demographic, preference and behavioral data obtained through our websites and mobile applications;
consumer insights derived from third-party tools, including phone number and address validations and IP address geolocation; and
insurance carrier and agent bids and when available, quote, bind and lifetime value feedback.
We use our data assets to:
optimize and scale our algorithmic advertising and consumer acquisition efforts;
effectively match consumers with insurance providers;
conduct continuous A/B testingability to develop our consumer experiencesnew and insurance provider tools and services; and
make decisions regarding our company’s strategic direction, including entry into new markets and verticals.
We invest in making these assets accessible to our analysts, data scientists and engineers through a centralized warehouse, custom reporting and business intelligence tools and application programming interfaces. Our analysts, data scientists and engineers have access to operational data and metrics about our business through our proprietary internal business data management system, known as Goat.
Our algorithms
Our business model leverages proprietary algorithms across our marketplace, including in our advertising campaigns and consumer acquisition efforts, and for optimizing consumer-provider alignment. As our data assets grow, our algorithms become more powerful.
Multi-channel bid automation algorithms
Our data assets power our purpose-built, multi-channel bid automation and machine learning models. These tools enable granular decision-making by our consumer acquisition teams across complex, large-scale advertising campaigns.
Consumer alignment algorithms
Our consumer alignment algorithms implement a multi-step process for matching consumers with the insurance providers that we believe are most likely to provide the right coverage at a competitive price. These algorithms factor in consumer input data, insurance provider bid preferences and economics and, when available, quote, bind and lifetime value feedback. These algorithms are designed to optimize for various factors including the likelihood of a policy sale, consumer satisfaction and insurance provider return on investment. We believe that the accuracy of the matches provided by our consumer alignment algorithms will improve over time as we accumulate additional data across the insurance landscape and expand provider coverage in our marketplace.
Products and Services
Consumer products
EverQuote.com
We evolve our mobile and desktop consumer websites through continuous, iterative testing and optimization. Every change is tested and evaluated against our goal to make insurance shopping easier while saving consumers time and money. Through this rigorous process, we introduce new features to enhanceease-of-use and improve messaging, clarity and user experience.
Capabilities such aspre-fill and partial quote retrieval help reduce consumer burden and ultimately enable higher conversion rates and data quality for our insurance provider customers. By integrating our platform with providers’ online workflows, we extend this ease of use throughout the shopping experience; providers receive all or nearly all the data required to quote a consumer, allowing them to shorten or eliminate steps in their workflows. As the level of integration increases, we believe consumer satisfaction in our marketplace will continue to improve. Immediately upon submitting an online quote request, we match the consumer with insurance providers and present personalized listings determined by our consumer alignment algorithms. These listings provide access to quotes through a variety of referral formats, both online and offline. This approach helps unify the fragmented insurance landscape for the consumer and provides a single entry point to request and compare quotes.
As of December 31, 2019, our marketplace generated over 65 million auto, home and renters, life, commercial and health insurance quote requests and, we estimate, over 7 million policies.
Inbound Calls and Verified Partner Network
Starting in 2019, we began to connect and match consumers to insurance providers through inbound calls from consumers to our call center partners. When a consumer dials into one of our call center partners, the consumer is offered a selection of insurance providers based on the consumer’s zip code. In addition, beginning in the first quarter of 2019, we also started acquiring quote requests submitted to third-party partners as part of our verified partner network. Through our verified partner network, we acquire consumer quote requests that are submitted by consumers directly to select third parties. Quote requests acquired by us from third parties in our verified partner network contain substantially all the same information we obtain in our own online quote requests.
Products and services for insurance providers
We provide insurance carriers and agents with industry-leadingenhanced products and services to grow their businesses. Our ability to deliver a large volume of high-intent consumer referrals that are aligned with providers’ desired consumer attributes makes us an effective channel for providers to grow efficiently. Based on insurance provider feedback, we believe we are a largeattract and efficient consumer acquisition and retention channel for our insurance provider customers. Our products and services include:
EverQuote Pro for carriers
Carriers access our marketplace through EverQuote Pro for carriers, a web interface that enables them to manage campaigns efficiently at scale. EverQuote Pro allows for granular targeting of consumers based on insurance-related attributes including geography, demographics, behavioral characteristics and coverage needs. These tools enable carriers to acquire their ideal customers efficiently and at scale, delivering better return on investment than their own traditional channels.
EverQuote Pro for agents
Agents access our marketplace through EverQuote Pro for agents, a web interface that enables them to specify their desired consumer profiles, geographic areas, hours of operation, budgets and product types across auto, home and life insurance through a single interface. This self-service platform allows agents to access our marketplace with minimal effort to purchase referrals. Carriers may also provide subsidies for the benefit of agents, that are paid to us to reduce the amount agents pay for referrals.
SmartCampaigns
Our SmartCampaigns offering provides automated bidding strategies for participating insurance providers. SmartCampaigns optimizes spend to maximize quote and bind volume while meeting providers’return-on-investment targets. Participating providers integrate with SmartCampaigns by providing real-time performance feedback, including quote, bind and policy-value information for every referral, allowing our proprietary algorithms to continuously align and adjust providers’ bids and budgets across consumer segments. SmartCampaigns enables providers to acquire a higher volume of policies at better return on investment than they might be able to achieve operating independently in our marketplace.
Seamless consumer handoff
Carriers require a rich set of consumer attributes in order to render an accurate quote. Providing this information multiple times in order to compare quotes is a cumbersome process for consumers, and can lead to
lower conversion rates and lost sales for providers. As a result of our scale and history as a trusted partner, we integrate directly into many providers’ online workflows, customer relationship management systems and internal quoting platforms. These integrations minimize the steps between a quote request in our marketplace and the delivery of accurate, bindable quotes across online and offline channels.
We have observed that increasing the depth of integration results in higher conversion rates, enhancing the value of our consumer referrals. Basic integrations, called ‘prefill’, allow carriers to populate their workflows with data from our platform, such that consumers are required only to confirm the data they have already provided. Fullclick-to-quote integration removes all intermediate steps, allowing the consumer to receive a quote immediately upon arrival on the provider website. While we currently have a limited number of full integrations, our goal is to deeply integrate with all carrier partners over time.
Insurance agent education
Our insurance agent education program delivers free content and services to further our vision of being the industry-leading resource for agencies to grow their businesses. This includes a wide range of educational materials, includinge-books, webinars, training sessions and live events.
Technology and Infrastructure
Our technology platform combines internally developed, third-party and open source software. This combination allows for rapid development and release of high-performance technology solutions in a cost-effective and scalable manner.
Our websites, mobile applications and supporting services, as well as our development and test environments, are hosted across industry-standard cloud providers such as Amazon Web Services and Google Cloud Platform. Additional internal data and analysis tools are hosted at a third-party data center in Boston, Massachusetts. We use content delivery network solutions for fast, local access to our products. We use network, website, service and hardware-level monitoring, coupled with remote-content monitoring, to maintain a high level of uptime and availability for our systems with high-performance delivery.
Marketing
Our marketing efforts are designed to increase engagement by bothretain consumers and insurance providers, and enhance their awareness of our company. Our marketing spend across channels is fundamentally algorithmic and performance-based. Over time, we believe we will increase our brand equity and recognition as we serve more ad impressions.
Consumer marketing
Our marketplace relies on consumer acquisition from our online and, more recently, offline marketing efforts. Our consumer marketing strategies are algorithmic and performance-based, leveraging our team of analysts, data scientists and engineers, along with our data assets and technology.
We have built technology to automate our algorithmic traffic acquisition across multiple online advertising platforms. Our technology serves millions of advertising impressions per day across hundreds of acquisition sources in a diversified strategy including search, display, social, email and video, with no single acquisition partner accounting for more than 21% of quote requests.
We believe the combination of our talent, data and technology provides us with competitive advantages in acquiring more consumers as we continue to scale our business.
Sales and Marketing
We have built an efficient, consultative90-person sales and customer success organization, which sells our marketplace referrals and services to insurance carriers and agencies.
Carrier sales and marketing
Our carrier marketing initiatives are designed to reach and educate insurance carrier marketing professionals and executives. We deliver high-value content on how carriers can increase efficiency in their customer acquisition efforts by capitalizing on the increasing targetability and personalization enabled by our marketplace. We focus on building deep relationships and establishing thought leadership among carriers through our presence at industry tradeshows, targeted delivery of whitepapers and other materials, and personal outreach to key decision makers and marketing teams. This team takes a data-driven approach to helping insurance carriers bind more policies with their target consumers at lower cost per sale than other channels. Our campaign management team develops a deep understanding of our carrier customers’ objectives to optimize their campaign performance and grow their budgets in our marketplace.
Agent sales and marketing
Our agent marketing initiatives are designed to reach, educate and acquire insurance agents not yet participating in our marketplace. Our agent marketing focuses on:
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We reach new agents online through email, search, social media, and content marketing; according to Google Analytics, our agency resource pages received an average of approximately 39,000 visits per month in 2019. In addition, we reach agents in person at tradeshows and conferences. For our current agent customers, we communicate the value of our platform and educate them on its use through our onboarding process, ongoing outreach and account performance reports. Our agency sales team focuses on onboarding new agents. Our customer success team analyzes account performance and consults with agents to optimize their participation in our marketplace, help them achieve growth andreturn-on-investment objectives, expand volume and add products.
Our Customers
Our insurance provider customers include:
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A key element of our marketplace strategy has been to build a direct network of insurance provider customers. We increased the percentage of our total revenue derived from direct distribution from 8% to 94% for the years ended December 31, 2012 and 2019, respectively. The benefits of this shift include higher pricing per referral, improved pricing stability, greater revenue predictability, richer data feedback, better performance and stronger relationships with providers and consumers.
Competition
We face competition to attract consumers to our websites and mobile applications, as well as for insurance provider advertising and marketing spend.
Competition for consumers
The competition for consumer traffic and advertising space online is broad and diverse. Our competitors offer various marketplaces, products and services that compete with us. Some of these competitors include:
internet search engines and social media platforms;
brand advertisers and brand agencies across a spectrum of industries;
sites operated by individual insurance providers;
finance and credit savings sites;
insurance lead-generation, affiliate and aggregator networks; and
marketing services providers for insurers and general marketing services providers.
We believe we compete favorably in attracting insurance shoppers due to our superior data assets, consumer acquisition technology, team and data sciences management infrastructure. We believe we also compete favorably in converting consumer traffic into referrals and, ultimately, purchased policies due to the depth of our provider network, our consumer matching algorithms and our intuitive and streamlined consumer interface. Furthermore, we believe the breadth of the insurance provider options in our marketplace gives us an inherent advantage over single-brand insurance providers with respect to conversion and bind rates for consumers.
Competition for insurance provider advertising and marketing spend
We compete for insurance providers’ advertising and marketing spend with other internet sites, performance marketers and online marketing service providers. We also compete with offline media, such as television, radio and direct mail. We believe we compete favorably on the basis of the scale and quality of our consumer referrals, our seamless handoff capability, our ability to align consumers with successfully monetize them;
Culture and Employees
Our company culture is data-driven, entrepreneurial, diverse, innovative and capital efficient. We are focused on delivering superb results for our consumers, insurance providers and partners. As of December 31, 2019, we had more than 250 employees, the majority of which are based in Cambridge, Massachusetts, with more than 140 analysts, data scientists and engineers, along with more than 90 employees in sales, sales operations and customer support.
Data is at the core of our culture. Our analysts, data scientists and engineers have access to operational data and metrics about our business through our proprietary internal business data management system, known as Goat. Decisions we make as a company, from marketing and sales to product and engineering, are expected to be A/B tested and data-driven. We emphasize original thought and testing over opinion and reward the commitment, excellence and achievement of our collective team. We believe this has yielded an innovative approach that delivers results, efficiency and benefits for consumers and providerscompetition in our marketplace.
Regulation
Our business operates in a heavily regulated industry. Various aspectsindustry and innovation by our competitors;
Because the laws and regulations governing insurance, financial services, privacy, data security and marketing are constantly evolving and striving to keep pace with innovations in technology and media, it is possiblereporting that we and our independent registered public accounting firm have identified which, if not remediated, may needcause us to materially alter not be able to accurately or timely report our financial condition or results of operations;
Intellectual Property
We seek to protect our intellectual property through a combinationClass A common stock.
Broadway, Cambridge, Massachusetts 02139, and our telephone number at that address is(855) 522-3444. Our website address is www.everquote.com. Our website and the information contained on, or that can be accessed through, the website will not be deemed to be incorporated by reference in, and are not considered part of, this Annual Report on Form10-K.
Available Information
Our Internet address is www.everquote.com. Our Annual Reports onForm 10-K, Quarterly Reports onForm 10-Q, Current Reports onForm 8-K, including exhibits, proxy and information statements and amendments to those reports filed or furnished pursuant to Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available through the “Investors” portion of our website free of charge as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information on our website is not part of this Annual Report onForm 10-K or any of our other securities filings unless specifically incorporated herein by reference. In addition, our filings with the SEC may be accessed through the SEC’s Interactive Data Electronic Applications system athttp://www.sec.gov. All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.
ITEM 1A. | RISK FACTORS |
purchase specific search terms that result in the inclusion of our advertisement, and, separately, organic searches that depend upon the content on our sites.
their advertising spending with us and we are unable to increase the spending of our other insurance provider customers or attract new insurance provider customers, our revenue and business and financial results would be materially adversely affected.
In addition, insurance provider advertising spend remains concentrated in traditional offline media channels. Some of our current or potential insurance provider customers have little or no experience using the internet for advertising and marketing purposes and have allocated only limited portions of their advertising and marketing budgets to the internet. The adoption of online marketing may require a cultural shift among insurance providers as well as their acceptance of a new way of conducting business, exchanging information and evaluating new advertising and marketing technologies and services. This shift may not happen at all or at the rate we expect, in which case our business could suffer. Furthermore, we cannot assure you that the market for online marketing services will continue to grow. If the market for online marketing services fails to continue to develop or develops more slowly than we anticipate, the success of our business may be limited, and our revenue may decrease.
our ability to maintain the compatibility of our mobile applications with operating systems, such as iOS and Android, and with popular mobile devices running such operating systems; and
We rely on the data provided to us by consumers and insurance providers to improve our product and service offerings, and if we are unable to maintain or grow such data we may be unable to provide consumers with a shopping experience that is relevant, efficient and effective, which could adversely affect our business.
Our business relies on the data provided to us by consumers and insurance providers using our marketplace. The large amount of information we use in operating our marketplace is critical to the insurance shopping experience we provide for consumers. If we are unable to maintain or grow the data provided to us, the value that we provide to consumers and insurance providers using our marketplace may be limited. In addition, the quality, accuracy and timeliness of this information may suffer, which may lead to a negative shopping experience for consumers using our marketplace and could materially adversely affect our business and financial results.
in our auctions at any time with no notice. In addition, insurance providers frequently change their bidding in our auctions, which can make it difficult to predict revenue from period to period. Because our insurance provider customers can stop buying from us, or spend less with us, at any time our business, results of operations and financial condition could be materially adversely affected with little to no notice.
We are also dependent upon the economic success of the home and renters, life, commercial and health insurance industries. Declines in demand for these insurance product offeringscase our revenue could cause fewer consumers to usedecline or our product offerings to shop for such policies. Downturns in any of these markets, whichoperating costs could be caused by a downturn in the economy at large, could materially adversely affect our business.
If we fail to manage future growth effectively, our business could be materially adversely affected.
We have at times experienced rapid growth and anticipate further growth. This growth has placed significant demands on management and our operational infrastructure. As we continue to grow, we must effectively integrate, develop and motivate a large number of new employees, while maintaining the beneficial aspects of our company culture. If we do not manage the growth of our business and operations effectively, the quality of our services and efficiency of our operations could suffer and we may not be able to execute on our business plan, which could harm our brand, results of operations and overall business.
We also expect that new competitors will enter the online insurance industry with competing marketplaces, products and services, which could have an adverse effect on our business and financial results.
able to compete successfully against current or future competitors, and competitive pressures may harm our business and financial results.
Insurance providers Additionally, any failure by us or third parties in our verified partner network on our marketplace may not provide competitive levels of servicewhich we rely for quote requests to consumers, whichadhere to or successfully implement appropriate processes and procedures in response to existing regulations and changing regulatory requirements could materially adversely affect our brandresult in legal and businessmonetary liability, significant fines and our ability to attract consumers.
Our ability to provide consumers with a high-quality and compelling insurance shopping experience depends, in part, on consumers receiving competitive prices, convenience, customer service and responsiveness from insurance providers with whom they are matched on our marketplace. If these providers do not meetpenalties, or exceed consumer expectations with competitive levels of convenience, customer service, price and responsiveness, the value of our brand may be harmed, our ability to attract consumersdamage to our reputation in the marketplace, may be limited and the numberany of consumers matched through our marketplace may decline, which could have a material adverse effect on our business, financial condition, and results of operations.
mobile applications continue to grow, we will need an increasing amount of network capacity and computing power. We have spent and expect to continue to spend substantial amounts on data centers and equipment and related network infrastructure and services to handle the traffic on our websites and mobile applications and to help shorten the length of or prevent system interruptions. The operation of these systems is expensive and complex and we could experience operational failures. Interruptions, delays or failures in these systems, whether due to earthquakes, adverse weather conditions, other natural disasters, power loss, computer viruses, cybersecurity
We rely on third-party service providers for many aspects
effective relationships with them or if we ineffectively manage these relationships, it could adversely affect our business and financial results.
referrals and substantially harm our business. strategy to meet the changing market dynamics. If we are unable to do so, our business could be harmed and our results of operations and financial condition could be materially adversely affected.as well aswhich could significantly decrease the number of quote requests and value of our data referrals.We are subject to risks associated with a corporate culture that promotes entrepreneurialism and decentralized decision making.We have delegated considerable operational autonomy and responsibility to our employees, including by having flexible working hours. In addition, a central tenet of our culture is providing our employees with opportunities to grow, accept new challenges and take on new responsibilities.As a consequence, we may have relatively inexperienced people in key positions, and we routinely rotate experienced employees to other jobs within our company. In addition, the autonomy we provide to our employees could result in poor decision making, which could have a material adverse effect on our business, results of operations, financial condition and prospects.
success in increasing our user growth rate and engagement and best serves the long-term interests of our company and our stockholders. In the past, we have forgone, and we will in the future continue to forgo, certain expansion or short-term revenue opportunities that we do not believe are in the best interests of our marketplace and its users, even if such decisions adversely affect our results of operations in the short term. However, this strategy may not result in the long-term benefits that we expect, in which case our user traffic and engagement, business and financial results could be harmed.
Like all
We may be unable to halt the operations of websites that aggregate or misappropriate our data.
From time to time, third parties may misappropriate our data through website scraping, robots or other means and aggregate this data on their websites with data from other companies. In addition, copycat websites may misappropriate data in our marketplace and attempt to imitate our brand or the functionality of our website. If we become aware of such websites, we intend to employ technological or legal measures in an attempt to halt their operations. However, we may be unable to detect all such websites in a timely manner and, even if we could, technological and legal measures may be insufficient to halt their operations. In some cases, particularly in the case of websites operating outside of the United States, our available remedies may not be adequate to protect us against the effect of the operation of such websites. Regardless of whether we can successfully enforce our rights against the operators of these websites, any measures that we may take could require us to expend significant financial or other resources, which could harm our business, results of operations or financial condition. In addition, to the extent that such activity creates confusion among consumers or advertisers, our brand and business could be harmed.
The payment methods that we offer also subject us to potential fraud and theft by criminals, who are becoming increasingly more sophisticated, seeking to obtain unauthorized access to or exploit weaknesses that may exist in the payment systems. If we fail to comply with applicable rules or requirements for the payment
methods we accept, or if payment-related data are compromised due to a breach of data, we may be liable for significant costs incurred by payment card issuing banks and other third parties or subject to fines and higher transaction fees, or our ability to accept or facilitate certain types of payments may be impaired. In addition, our customers could lose confidence in certain payment types, which may result in a shift to other payment types or potential changes to our payment systems that may result in higher costs. If we fail to adequately control fraudulent credit card transactions, we may face civil liability, diminished public perception of our security measures, and significantly higher credit card-related costs, each of which could harm our business, results of operations and financial condition.
If we are unable to maintain our chargeback rate or refund rates at acceptable levels, our processing vendor may increase our transaction fees or terminate its relationship with us. Any increases in our credit and debit card fees could harm our results
CAN-SPAM Act, the Telephone Consumer Protection Act, or
As of December 31, 2019, we had $11.0
Bank, our failure to make payments when due or comply with specified covenants, as well as the occurrence of an event that would reasonably be expected to have a material adverse effect on our business, operations, assets or condition, is an event of default. If an event of default occurs and the lender accelerates any indebtedness then outstanding, we may need to seek additional financing, which may not be available on acceptable terms, in a timely manner or at all. In such event, we may not be able to make accelerated payments, and the lender could seek to enforce security interests in the collateral securing such indebtedness, which includes substantially all of our assets. In addition, the covenants under our existing debt instruments, the pledge of our assets as collateral and the negative pledge with respect to our intellectual property could limit our ability to obtain additional debt financing. Any of these events could have a material adverse effect on our results of operations or financial condition.
We have taken certain precautions due to the recent outbreak
operating results. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. These steps may be inadequate to protect our intellectual property. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to use information that we regard as proprietary to create product offerings that compete with ours. We also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or other intellectual property rights, which could materially adversely affect our business, financial condition and operating results.
We may from
of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information, and in such cases we may not be able to assert our trade secret rights against such parties. To the extent that our employees, contractors or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights to related
We assess customer insurance needs, collect customer contact information and provide other product offerings, which results in us receiving personal information. This information is increasingly subject to legislation and regulation in the United States. This legislation and regulation is generally intended to protect individual privacy and the privacy and security of personal information. We could be adversely affected if government regulations require us to significantly change our business practices with respect to this type of information or if the insurance providers who use our marketplace violate applicable laws and regulations. For example, the California Consumer Privacy Act, or CCPA, went into effect on January 1, 2020. The CCPA creates new individual privacy rights for California consumers (as the word is broadly defined in the law) and places increased privacy and securityobligationssecurity
These potential new laws may impact our business practice and/or the business practices of our customers and may have a material impact on our business activities.
telephone and email. The TCPA prohibits companies from making certain telemarketing calls to numbers listed in
Risks from third-party products could adversely affect our businesses.
We offer third-party products and we provide marketing services with respect to other insurance products. Insurance, by its nature, involves a transfer of risk. If risk is not transferred in the way the customer expects, our reputation may be harmed and we may become a target for litigation. In addition, if these products do not generate competitive risk-adjusted returns that satisfy clients in a variety of asset classes, we will have difficulty maintaining existing business and attracting new business. This risk may be heightened during periods when credit, equity or other financial markets are deteriorating in value or are particularly volatile, or when clients or investors are experiencing losses. Significant declines in the performance of these third-party products could subject us to reputational damage and litigation risk.
departure
Because we do not expect to pay any dividends on our Class A common stock for the foreseeable future, investors may never receive a return on their investment.
You should not rely on an investment in our Class A common stock to provide dividend income. We do not anticipate that we will pay any cash dividends to holders
87.3%78% of the voting power of our capital stock as of February 29, 2020;23, 2021; and Link Ventures, directly or through a voting agreement, together with Cogo Labs, held approximately 76%77% of the voting power of our capital stock as of that date. This concentration of voting power will limit or preclude the ability of other stockholders to influence corporate matters, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval.87.3%78% of the voting power of our capital stock as of February 29, 2020;23, 2021; and Link Ventures, directly or through a voting agreement pursuant to which each of Seth Birnbaum, including through his heirs and estate, and Tomas Revesz have agreed to vote on all matters presented to our stockholders all voting capital stock held by them in the manner directed by Link Ventures, together with Cogo Labs, held in the aggregate approximately 76%77% of the voting power of our capital stock as of that date. Because
Our management team has limited experience managing a public company.
Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to
public companies. Our management team may not successfully or efficiently manage being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the scrutiny of securities analysts and investors. These new obligations and constituents require significant attention from our management team and can divert their attention awayfrom the day-to-day management of our business, which could materially adversely affect our business, financial condition and operating results.
We are currently evaluating our internal controls, identifying and remediating any deficiencies in those internal controls and documenting the results of our evaluation, testing and remediation. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting that we are unable to remediate before the end of the same fiscal year in which the material weakness is identified, we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, or if our auditors are unable to attest to management’s report on the effectiveness of our internal controls, which will be required after we are no longer an emerging growth company or a smaller reporting company, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our Class A common stock to decline.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expense and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business may be harmed.
Failureestablishremediate these material weaknesses, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and the market price of our common stock.
As a public company, we are required to comply with the rules of the Securities and Exchange Commission, or SEC, implementing Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, which requires management to certify financial andamong other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. As an emerging growth company and a smaller reporting company, our independent registered public accounting firm will not be required to formally attest tothings, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting, pursuant tosuch as the material weaknesses described above.
To comply with the requirements of being a Consequently, we cannot assure you that our independent registered public company, we have undertaken various actions, and may needaccounting firm will be able to take additional actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal control can divert our management’s attention from other matters that are importantattest to the operationeffectiveness of our business. In addition, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be ablereporting.
We are an “emerging growth company” and a “smaller reporting company,” and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our Class A common stock less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and may remain an emerging growth company until the last day of our fiscal year following the fifth anniversary of our initial public offering, subject to specified conditions. For so long as we remain an emerging growth company, we are permitted, and intend, to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. We would cease to be an emerging growth company earlier if we have more than $1.07 billion in annual revenue, we have more than $700 million in market value of our stock held bynon-affiliates or we issue more than $1 billion ofnon-convertible debt securities over a three-year period. These exemptions include reduced disclosure obligations regarding executive compensation and exemptions from the requirements to holdnon-binding advisory votes on executive compensation and golden parachute payments, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, not being required to comply with certain requirements of Auditing Standard 3101 relating to providing a supplement to the auditor’s report regarding critical audit matters and not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow usidentified, or to take advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation and not beingimplement or maintain other effective control systems required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. In general, we will qualify as a smaller reporting company for as long as we have less than $250 million of public float (calculated as the aggregate market value ofcompanies, could also restrict our Class A common stock and Class B common stock held bynon-affiliates, based on
the closing price of our Class A common stock on the Nasdaq Global Market on the last business day of our second fiscal quarter). We cannot predict whether investors will find our Class A common stock less attractive if we rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.
In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, while we are an emerging growth company we will not be subject to new or revised accounting standards at the same time that they become applicable to other public companies that are not emerging growth companies. Accordingly, we will incur additional costs in connection with complying with the accounting standards applicable to public companies at such time or times as they become applicable to us.
Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial condition and results of operations.
Accounting principles and related pronouncements, implementation guidelines and interpretations we apply to a wide range of matters that are relevant to our business, including, but not limited to, revenue recognition, stock-based compensation, the redemption value of our redeemable convertible preferred stock, income taxes and capitalization ofweb-site development costs are complex and involve subjective assumptions, estimates and judgments by our management. Changes in these accounting pronouncements or their interpretation or changes in underlying assumptions, estimates or judgments by our management could significantly change our reported or expected financial performance.
Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.
Accounting principles generally accepted in the United States are subject to interpretation by the Financial Accounting Standards Board, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.
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None.
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Our principal executive offices are located in Cambridge, Massachusetts, where we lease approximately 32,000 square feet of space pursuant to a lease that expires in September 2024.
We believe that our current facilities are adequate to meet our immediate needs.
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On February 15, 2019, Sean F. Townsend, a purported holder of our common stock, filed a civil action in the Supreme Court for the State of New York against us, our chief executive officer, our chief financial officer, our general counsel, our directors, and the underwriters for our IPO, captioned Townsend v. EverQuote, Inc.
et al., Index No. 650997-2019. On February 26, 2019, Mark Townsend, a second purported holder of our common stock, filed an identical civil action in the Supreme Court for the State of New York against the same defendants, captioned Townsend v. EverQuote, Inc. et al., Index No. 651177-2019. The plaintiffs alleged claims for violations of Sections 11, 12(a), and 15 of the Securities Act of 1933, on behalf of a purported class of all persons or entities who purchased or otherwise acquired our common stock pursuant or traceablefuture access to the Registration Statement issued for our IPO. Those claims generally challenged as false or misleading certaincapital markets.
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Certain Information Regarding the Trading of Our Common Stock
Our Class A common stock trades under the symbol “EVER” on the Nasdaq Global Market and has been publicly traded since June 28, 2018. Prior to this time, there was no public market for our Class A common stock. Our Class B common stock is not listed or traded on any stock exchange.
Holders of Our Common Stock
As of February 29, 2020, there were approximately 13 holders of record of shares of our Class A common stock and 18 holders of record of shares of our Class B Common stock. These amounts do not include stockholders for whom shares are held in “nominee” or “street” name.
Securities Authorized for Issuance Under Equity Compensation Plans
Information about our equity compensation plans will be included in our definitive proxy statement to be filed with the SEC with respect to our 2020 Annual Meeting of Stockholders and is incorporated herein by reference.
Recent Sales of Unregistered Equity Securities
None.
Use of Proceeds from Initial Public Offering
Our initial public offering of Class A common stock, or the IPO, was effected through a Registration Statement onForm S-1 (File No. 333-225379) that was declared effective by the Securities and Exchange Commission, or SEC, on June 27, 2018. The net offering proceeds to us, after deducting underwriting discounts and commissions and other offering expenses, were $48.6 million. None of the net proceeds were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities or to any other affiliates, other than payments in the ordinary course of business to officers for salaries andto non-employee directors as compensation for board or board committee service. As of December 31, 2019, we estimate that we have used approximately $18.4 million of the net proceeds from our IPO for general corporate purposes and capital expenditures, including $7.0 million to repay amounts outstanding under our revolving line of credit with Western Alliance Bank, which revolving line of credit remains open for borrowings of up to $11.0 million. There has been no material change in the planned use of IPO proceeds from that described in the final prospectus for the IPO filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on June 28, 2018.
Issuer Purchases of Equity Securities
We did not purchase any of our registered equity securities during the period from October 1, 2019 to December 31, 2019.
Dividends
We have never declared or paid cash dividends on our capital stock. We anticipate that we will retain all of our future earnings to finance the operation of our business and do not anticipate declaring or paying any cash
dividends on our capital stock in the foreseeable future. Any future determination to declare and pay cash dividends, if any, will be made at the discretion of our board of directors and will depend on a variety of factors, including applicable laws, our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, general business or financial market conditions, and other factors our board of directors may deem relevant. In addition, our revolving credit facility contains covenants that could restrict our ability to pay cash dividends.
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We are a smaller reporting company, as defined in Rule12b-2 under the Securities Exchange Act of 1934, as amended, for this reporting period and are not required to provide the information required under this item.
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The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing in Part II, Item 8 of this Annual Report on Form10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form10-K, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the ‘‘Risk Factors’’ section of this Annual Report on Form10-K, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.
Overview
EverQuote makes insurance shopping easy, efficient and personal, saving consumers and insurance providers time and money.
We operate a leading online marketplace for insurance shopping. Our goal is to reshape insurance shopping for consumers and improve the way insurance providers attract and connect with customers shopping for insurance. With over 11 million consumer visits per month, our results-driven marketplace, powered by our proprietary data and technology platform, matches and connects consumers seeking to purchase insurance with relevant options from our broad direct network of insurance providers, saving consumers and providers time and money.
Consumers may view insurance as a simple commodity with standard pricing. However, finding the right insurance product is often challenging for consumers, who face limited online options, complex, variable and opaque pricing, and myriad coverage configurations. We present consumers with a single starting point for a comprehensive and cost-effective insurance shopping experience. Our marketplace reduces the time consumers spend searching across multiple sites by delivering broader and more relevant results than consumers may find on their own. Our service is free for consumers, and we derive our revenue from sales of consumer referrals to insurance providers.
Insurance providers operate in a highly competitive and regulated industry and typicallyspecialize on pre-determined subsets of consumers. As a result, not every consumer is a good match for every provider, and some providers struggle to efficiently reach the segments that are most desirable for their business models. Traditional offline and online advertising channels reach broad audiences but lack the fine-grained consumer acquisition capabilities needed for optimally matching consumers to specific insurance products. We connect providers to a large volumeof high-intent, pre-validated consumer referrals that match the insurers’ specific requirements. The transparency of our marketplace, as well as the campaign management tools we offer, make it easy for insurance providers to evaluate the performance of their marketing spend on our platform and manage their own return on investment.
Since our founding in 2011, our core mission has been to make finding insurance easy and more personal, saving consumers and insurance providers time and money. We are working to build the largest and most trusted online insurance marketplace in the world. In pursuing this goal, we have consistently innovated through our disruptive data driven approach. Highlights of our history of innovation include:
In 2011, we launched the EverQuote marketplace for auto insurance.
In 2013, we launched EverQuote Pro, our provider portal, for carriers.
In 2015, we launched EverQuote Pro for agents.
In 2016, we added home and life insurance in our marketplace.
In 2018, we exceeded 46 million cumulative quote requests since launch of our marketplace.
In 2019, we added health and renters insurance in our marketplace.
In 2019, we announced our partnership with Bold Penguin to add commercial insurance in our marketplace.
In the years ended December 31, 2019 and 2018, our total revenue was $248.8 million and $163.3 million, respectively, representing year-over-year growth of 52.3%. We had net losses of $7.1 million and $13.8 million for the years ended December 31, 2019 and 2018, respectively, and had $8.3 million and $(5.5) million in adjusted EBITDA for these same periods, respectively. See the sectiontitled “—Non-GAAP Financial Measure” for information regarding our use of adjusted EBITDA and its reconciliation to net income (loss) determined in accordance with generally accepted accounting principles in the United States, or GAAP.
Factors Affecting Our Performance
We believe that our performance and future growth depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors.”
Auto Insurance Industry Risk
We derive a significant portion of our revenue from auto insurance providers and our financial results depend on the performance of the auto insurance industry. For example, in 2016, the U.S. commercial auto insurance industry experienced its worst underwriting performance in 15 years, with higher loss ratios that were driven by both adverse claim severity and frequency trends. Factors contributing to these trends include increased miles driven, greater incidence of distracted driving-related accidents, higher physical damage losses and repair costs due to more complex and sophisticated automobile parts and higher bodily injury costs from more serious accidents. As a result, our auto insurance carrier customers reduced marketing spend and cost per sale targets the following year, ultimately impacting our revenue growth in the auto insurance vertical in 2017.
Shift from indirect to direct distribution channels
We have shifted the majority of our revenue from our indirect channel, consisting of aggregators and media networks, to our direct channel, consisting of carriers and agents. This shift has been an important part of our maturity and evolution. The benefits of direct distribution include improved consumer experience, higher pricing per referral, improved pricing stability, greater revenue predictability, richer data feedback, better performance and stronger relationships with providers and consumers. In 2018, direct distribution accounted for 90% of total revenue. In 2019, direct distribution accounted for 94% of total revenue.
Expanding consumer traffic
Our success depends in part on the growth of our consumer traffic, as measured by quote requests. We have historically increased consumer traffic to our marketplace by expanding existing advertising channels and
adding new channels. We plan to continue to increase consumer traffic by leveraging the features and growing data assets of our platform. While we plan to increase consumer traffic over the long term, we also have the ability to decrease advertising, which would likely result in a decrease in quote requests from consumers targeted by such advertising, if we believe the revenue associated with such consumer traffic does not result in incremental profit to our business.
Increasing the number of insurance providers and their respective spend in our marketplace
Our success also depends on our ability to retain and grow our insurance provider network. We have expanded both the number of insurance providers and the spend per provider on our platform. While not a factor in our historical increases in revenue per quote request, we believe we have an opportunity to increase the number of referrals per quote request while increasing the bind rate per quote request, which would allow us to increase our revenue at low incremental cost.
Revenue per quote request
We seek to increase our revenue per quote request by attaining higher insurance provider bids and by increasing the number of referrals per quote request. Insurance provider bids are influenced by competition in our marketplace auctions, the performance of our consumer referrals for insurance providers relative to other consumer acquisition channels, as well as by market conditions, insurance provider budgets and insurance providers’ new customer acquisition targets. Increases in revenue per quote request allow us to increase advertising and consumer traffic to our marketplace while maintaining or increasing profitability. We believe revenue per quote request will increase in the long term, but decrease in the near term.
Cost per quote request
We seek to efficiently acquire consumers by increasing the effectiveness of our consumer advertising and insurance marketplace. Cost per quote request is influenced by the cost of advertising and the conversion rate of marketplace visitors who request an insurance quote. While we expect to minimize cost per quote request over the long term, we may incur increased cost per quote request in order to achieve profitability at relative volumes of quote requests and revenue per quote request.
Key Business Metrics
We regularly review a number of metrics, including United States generally accepted accounting principles, or GAAP, operating results and the key metrics listed below, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make operating and strategic decisions. Some of thesemetrics are non-financial metrics or are financial metrics that are not defined by GAAP.
Quote Requests
Quote requests are consumer-submitted website forms that contain the data required to provide an insurance quote, quote requests we receive through offline channels such as telephone calls and quote requests submitted directly to third-party partners. As we attract more consumers to our platform and they complete quote requests, we are able to refer them to our insurance provider customers, selling more referrals while also collecting data, which we use to improve user experience, conversion rates and, we believe, consumer satisfaction.
Variable Marketing Margin
Beginning in the first quarter of 2019, we revised our definition of variable marketing margin, or VMM, as revenue, as reported in our statements of operations and comprehensive income (loss), less advertising costs (a
component of sales and marketing expense, as reported in our statements of operations and comprehensive income (loss)). We use VMM to measure the efficiency of individual advertising and consumer acquisition sources andto make trade-off decisions to manage our return on advertising. We do not use VMM as a measure of profitability.
Our VMM was $73.3 million and $46.1 million for the years ended December 31, 2019 and 2018, respectively. Under our previous definition of VMM, our VMM for the year ended December 31, 2018 was $48.0 million, as advertising costs used in our previously defined VMM calculation excluded advertising costs related to our EverDrive app and advertising costs not related to obtaining quote requests. Under our previous definition of VMM, VMM wasa non-GAAP financial measure that we reconciled to revenue less advertising costs. As our new definition of VMM is revenue less advertising costs, VMM is no longera non-GAAP measure.
Adjusted EBITDA
We define adjusted EBITDA as net income (loss), adjusted to exclude: stock-based compensation expense, depreciation and amortization expense, legal settlement expense, interest income and expense and the provision for (benefit from) income taxes. Adjusted EBITDAis a non-GAAP financial measure that we present in this Annual Reporton Form 10-K to supplement the financial information we present on a GAAP basis. We monitor and present adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. Adjusted EBITDA should not be considered in isolation from, or as an alternative to, measures prepared in accordance with GAAP. Adjusted EBITDA should be considered together with other operating and financial performance measures presented in accordance with GAAP. Also, adjusted EBITDA may not necessarily be comparable to similarly titled measures presented by other companies. For further explanation of the uses and limitations of this measure and a reconciliation of adjusted EBITDA to the most directly comparable GAAP measure, net income (loss), please see “—Non GAAP Financial Measure”.
Key Components of Our Results of Operations
Revenue
We generate our revenue by selling consumer referrals to insurance provider customers, consisting of carriers and agents, as well as to indirect distributors. To simplify the quoting process for the consumer and improve performance for the provider, we are able to provide consumer-submitted quote request data along with each referral. We support three secure consumer referral formats:
Clicks: Anonline-to-online referral, with a handoff of the consumer to the provider’s website.
Data: Anonline-to-offline referral, with quote request data transmitted to the provider forfollow-up.
Calls: Anonline-to-offline referral for outbound calls and anoffline-to-offline referral for inbound calls, with the consumer and provider connected by phone.
We recognize revenue from consumer referrals at the time of delivery. Our revenue is comprised of consumer referral fees from the automotive and other insurance verticals, which includes home and renters, life, health and commercial insurance verticals, as follows:
Year Ended December 31, | ||||||||
2019 | 2018 | |||||||
(in thousands) | ||||||||
Automotive | $ | 212,300 | $ | 141,187 | ||||
Other | 36,511 | 22,162 | ||||||
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Total Revenue | $ | 248,811 | $ | 163,349 | ||||
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Cost and Operating Expenses
Our cost and operating expenses consist of cost of revenue, sales and marketing, research and development, and general and administrative expenses.
We allocate certain overhead expenses, such as rent, utilities, office supplies and depreciation and amortization of general office assets to cost of revenue and operating expense categories based on headcount. As a result, an overhead expense allocation is reflected in cost of revenue and each operating expense category. Personnel-related costs included in cost of revenue and each operating expense category include wages, fringe benefit costs and stock-based compensation expense.
Cost of Revenue
Cost of revenue is comprised primarily of the costs of operating our marketplace and delivering consumer referrals to our customers. These costs consist primarily of technology service costs including hosting, software, data services, and third-party call center costs. In addition, cost of revenue includes depreciation and amortization of our platform technology assets and personnel-related costs.
Sales and Marketing
Sales and marketing expense consists primarily of advertising and marketing expenditures as well as personnel-related costs for employees engaged in sales, marketing, data analytics and consumer acquisition functions. Advertising expenditures consist of variable costs that are related to attracting consumers to our marketplace, generating consumer quote requests, promoting our marketplace to carriers and agents, and increasing downloads of our social safe-driving mobile app EverDrive. In November 2019, we announced that we would no longer support EverDrive. Advertising costs are expensed as incurred. Marketing costs consist primarily of content and creative development, public relations, memberships, and event costs. In order to continue to grow our business and brand awareness, we expect that we will continue to commit substantial resources to our sales and marketing efforts. We expect our sales and marketing expense will increase in the near term, both as a percentage of revenue and in absolute dollars, but decrease in the longer term as a percentage of revenue due to efficiencies of scale and improvements in our marketplace technology.
Research and Development
Research and development expenses consist primarily of personnel-related costs for software development and product management. We have focused our research and development efforts on improving ease of use and functionality of our existing marketplace platform and developing new offerings and internal tools. We primarily expense research and development costs. Direct development costs related to software enhancements that add functionality are capitalized and amortized as a component of cost of revenue. We expect that research and development expenses will increase as we continue to enhance and expand our platform technology.
General and Administrative
General and administrative expenses consist of personnel-related costs and related expenses for executive, finance, legal, human resources, technical support and administrative personnel as well as the costs associated with professional fees for external legal, accounting and other consulting services, insurance premiums and payment processing and billing costs. We expect general and administrative expenses to increase as we incur the costs of compliance associated with being a publicly traded company, including legal, audit, insurance and consulting fees.
Other Income (Expense)
Other income (expense) consists of interest income and expense and other income. Interest income consists of interest earned on invested cash balances. Interest expense consists of interest expense associated with
outstanding borrowings under our loan and security agreements and the amortization of deferred financing costs and debt discount associated with such arrangements. See “—Liquidity and Capital Resources.” Other income consists of miscellaneous income unrelated to our core operations.
Income Taxes
We have not recorded income tax benefits for the net losses we have incurred in the years ended December 31, 2019 and 2018 or for our research and development tax credits generated, as we believe, based upon the weight of available evidence, that it is more likely than not that all of our net operating loss carryforwards and tax credits will not be realized. As of December 31, 2019, we had federal net operating loss carryforwards of $31.1 million, which may be available to offset future taxable income, of which $9.0 million of the total net operating loss carryforwards expire at various dates beginning in 2029, while the remaining $22.1 million do not expire but are limited in their usage to an annual deduction equal to 80% of annual taxable income. As of December 31, 2019, we had state net operating loss carryforwards of $25.8 million, which may be available to offset future taxable income and expire at various dates beginning in 2027. As of December 31, 2019, we also had federal and state research and development tax credit carryforwards of $3.5 million and $1.9 million, respectively, which may be available to reduce future tax liabilities and expire at various dates beginning in 2030 and 2029, respectively. We have recorded a full valuation allowance against our net deferred tax assets at each balance sheet date.
Non-GAAP Financial Measure
To supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we present in this Annual Report onForm 10-K adjusted EBITDA as anon-GAAP financial measure. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.
Adjusted EBITDA. We define adjusted EBITDA as our net income (loss), excluding the impact of stock-based compensation expense; depreciation and amortization expense; legal settlement expense; interest income and expense; and our provision for (benefit from) income taxes. The most directly comparable GAAP measure to adjusted EBITDA is net income (loss). We monitor and present in this Annual Report onForm 10-K adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. In particular, we believe that excluding the impact of these expenses in calculating adjusted EBITDA can provide a useful measurefor period-to-period comparisons of our core operating performance.
We use adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. We believe adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in the calculation of adjusted EBITDA. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects.
Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of adjusted EBITDA rather than net income (loss), which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Some of these limitations are:
adjusted EBITDA excludes stock-based compensation expense as it has recently been, and will continue to be for the foreseeable future, a significantrecurring non-cash expense for our business;
adjusted EBITDA excludes depreciation and amortization expense and, although this isa non-cash expense, the assets being depreciated and amortized may have to be replaced in the future;
adjusted EBITDA excludes legal settlement expense as we consider this to be anon-recurring cost;
adjusted EBITDA does not reflect the cash requirements necessary to service interest on our debt or cash received from interest income on our investments, both of which affect the cash available to us;
adjusted EBITDA does not reflect income tax expense (benefit) that affects cash available to us; and
the expenses and other items that we exclude in our calculation of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from adjusted EBITDA when they report their operating results.
In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of adjusted EBITDA as a tool for comparison.
The following table reconciles adjusted EBITDA to net income (loss), the most directly comparable financial measures calculated and presented in accordance with GAAP.
Reconciliation of Net Loss to Adjusted EBITDA:
Year Ended December 31, | ||||||||
2019 | 2018 | |||||||
(in thousands) | ||||||||
Net loss | $ | (7,117 | ) | $ | (13,791 | ) | ||
Stock-based compensation | 12,721 | 7,121 | ||||||
Depreciation and amortization | 2,186 | 1,341 | ||||||
Legal settlement | 1,227 | — | ||||||
Interest (income) expense, net | (669 | ) | (121 | ) | ||||
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Adjusted EBITDA | $ | 8,348 | $ | (5,450 | ) | |||
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Results of Operations
Comparison of the Years Ended December 31, 2019 and 2018
The following tables set forth our results of operations for the periods shown:
Year Ended December 31, | ||||||||
2019 | 2018 | |||||||
(in thousands) | ||||||||
Statement of Operations Data: | ||||||||
Revenue(1) | $ | 248,811 | $ | 163,349 | ||||
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Cost and operating expenses(2): | ||||||||
Cost of revenue | 15,903 | 11,678 | ||||||
Sales and marketing | 202,689 | 140,743 | ||||||
Research and development | 20,214 | 14,173 | ||||||
General and administrative | 16,827 | 10,667 | ||||||
Legal settlement | 1,227 | — | ||||||
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Total cost and operating expenses | 256,860 | 177,261 | ||||||
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Loss from operations | (8,049 | ) | (13,912 | ) | ||||
Other income (expense): | ||||||||
Interest income (expense), net | 669 | 121 | ||||||
Other income | 263 | — | ||||||
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Total other income (expense), net | 932 | 121 | ||||||
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Net loss | $ | (7,117 | ) | $ | (13,791 | ) | ||
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Other Financial and Operational Data: | ||||||||
Quote Requests | 20,011 | 12,803 | ||||||
Variable marketing margin | $ | 73,316 | $ | 46,075 | ||||
Adjusted EBITDA(3) | $ | 8,348 | $ | (5,450 | ) |
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Year Ended December 31, | ||||||||
2019 | 2018 | |||||||
Direct channels | 94 | % | 90 | % | ||||
Indirect channels | 6 | % | 10 | % | ||||
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100 | % | 100 | % | |||||
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Year Ended December 31, | ||||||||
2019 | 2018 | |||||||
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Cost of revenue | $ | 193 | $ | 42 | ||||
Sales and marketing | 3,805 | 1,955 | ||||||
Research and development | 3,967 | 2,011 | ||||||
General and administrative | 4,756 | 3,113 | ||||||
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$ | 12,721 | $ | 7,121 | |||||
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Revenue:
Year Ended December 31, | Change | |||||||||||||||
2019 | 2018 | Amount | % | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Revenue | $ | 248,811 | $ | 163,349 | $ | 85,462 | 52.3 | % |
Revenue increased by $85.5 million from $163.3 million for the year ended December 31, 2018 to $248.8 million for the year ended December 31, 2019. The increase in revenue was due to an increase of $71.1 million and $14.4 million from our automotive and other insurance marketplace verticals, respectively. The increase in revenue from our automotive vertical was primarily driven by an increase in the volume of quote requests resulting from increased advertising to attract consumers. The increase in revenue from our other marketplace verticals was primarily due to an increase in quote requests resulting from increased advertising to attract consumers, partially offset by a decline in revenue per quote request.
Cost of Revenue
Year Ended December 31, | Change | |||||||||||||||
2019 | 2018 | Amount | % | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Cost of revenue | $ | 15,903 | $ | 11,678 | $ | 4,225 | 36.2 | % | ||||||||
Percentage of revenue | 6.4 | % | 7.1 | % |
Cost of revenue increased by $4.2 million from $11.7 million for the year ended December 31, 2018 to $15.9 million for the year ended December 31, 2019. Cost of revenue increased due primarily to increased third-party call center costs of $2.3 million which were primarily related to increased volume of call referrals, to increased hosting costs of $1.1 million due to increased marketplace activity and to increased amortization of capitalized software costs of $0.9 million.
Sales and Marketing
Year Ended December 31, | Change | |||||||||||||||
2019 | 2018 | Amount | % | |||||||||||||
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Sales and marketing expense | $ | 202,689 | $ | 140,743 | $ | 61,946 | 44.0 | % | ||||||||
Percentage of revenue | 81.5 | % | 86.2 | % |
Sales and marketing expenses increased by $61.9 million from $140.7 million for the year ended December 31, 2018 to $202.7 million for the year ended December 31, 2019. The increase in sales and marketing expense was primarily due to an increase in advertising expenditures of $58.2 million and an increase in personnel-related costs of $3.1 million. Personnel-related costs for the years ended December 31, 2019 and 2018 included stock-based compensation expense of $3.8 million and $2.0 million, respectively.
Research and Development
Year Ended December 31, | Change | |||||||||||||||
2019 | 2018 | Amount | % | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Research and development expense | $ | 20,214 | $ | 14,173 | $ | 6,041 | 42.6 | % | ||||||||
Percentage of revenue | 8.1 | % | 8.7 | % |
Research and development expenses increased by $6.0 million from $14.2 million for the year ended December 31, 2018 to $20.2 million for the year ended December 31, 2019. The increase in research and development expense was primarily due to an increase in personnel-related costs of $5.1 million as a result of our
continued hiring of research and development employees and a shift towards hiring more senior personnel, to further develop and enhance our marketplace websites and technology. Personnel-related costs for the years ended December 31, 2019 and 2018 included stock-based compensation expense of $4.0 million and $2.0 million, respectively. Office and occupancy costs also increased by $0.3 million as a result of the increase in headcount.
General and Administrative
Year Ended December 31, | Change | |||||||||||||||
2019 | 2018 | Amount | % | |||||||||||||
(dollars in thousands) | ||||||||||||||||
General and administrative expense | $ | 16,827 | $ | 10,667 | $ | 6,160 | 57.7 | % | ||||||||
Percentage of revenue | 6.8 | % | 6.5 | % |
General and administrative expenses increased by $6.2 million from $10.7 million for the year ended December 31, 2018 to $16.8 million for the year ended December 31, 2019. The increase in general and administrative expenses in both dollars and as a percentage of revenue was primarily due to an increase in personnel-related costs of $2.5 million, an increase in professional and consultant fees of $2.3 million and an increase in insurance and other costs of $1.3 million. Personnel-related costs for the years ended December 31, 2019 and 2018 included stock-based compensation expense of $4.8 million and $3.1 million, respectively. Professional and consultant fees increased primarily due to an increase in legal fees and other consulting services to support the costs of compliance associated with being a publicly traded company. Insurance and other costs increased primarily as a result of increased insurance costs of $0.7 million associated with operating as a public company and increased write-offs of uncollectable accounts receivable.
Legal Settlement
Legal settlement expenses for the year ended December 31, 2019 were $1.2 million and were associated with the Settlement Agreement (see Note 10 to the Financial Statements and Part I, Item 3 entitled “Legal Proceedings”).
Other Income (Expense)
Interest income was $0.7 million and $0.3 million for the year ended December 31, 2019 and 2018, respectively, as a result of investing proceeds from our initial public offering, or IPO, in July 2018. Interest expense was $0.2 million for the year ended December 31, 2018, due to outstanding borrowings under our revolving line of credit, which we repaid in July 2018.
Quote requests
Year Ended December 31, | Change | |||||||||||||||
2019 | 2018 | Amount | % | |||||||||||||
(in thousands except percentages) | ||||||||||||||||
Quote requests | 20,011 | 12,803 | 7,208 | 56.3 | % |
Quote requests increased by 7.2 million for 2019 as compared to 2018 due to increased spending on online marketplace advertising as well as improvements in our traffic acquisition.
Variable Marketing Margin
Year Ended December 31, | Change | |||||||||||||||
2019 | 2018 | Amount | % | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Revenue | $ | 248,811 | $ | 163,349 | ||||||||||||
Less: total advertising expense (a component of sales and marketing expense) | 175,495 | 117,274 | ||||||||||||||
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Variable marketing margin | $ | 73,316 | $ | 46,075 | $ | 27,241 | 59.1 | % | ||||||||
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Percentage of revenue | 29.5 | % | 28.2 | % |
The increase in variable marketing margin was due primarily to an increased volume of quote requests. In the first quarter of 2019, we changed our definition of variable marketing margin. See the section titled “—Key Business Metrics—Variable Marketing Margin”.
Liquidity and Capital Resources
Since our inception, we have primarily funded our operations through issuances of shares of redeemable convertible preferred stock and common stock, debt, including a revolving line of credit with Western Alliance Bank, cash flows from operations and proceeds from our IPO. As of December 31, 2019, we had cash and cash equivalents of $46.1 million and availability of $11.0 million on a revolving line of credit under our revolving line of credit.
Borrowings under our revolving line of credit are collateralized by substantially all of our assets and property. Additionally, we are subject under our revolving line of credit to affirmative and negative covenants to which we will remain subject until maturity. These covenants include limitations on our ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. In addition, we are required to maintain a minimum asset coverage ratio of 1.5 to 1 calculated as the sum of unrestricted cash and qualified accounts receivable divided by borrowings outstanding under the revolving line of credit. Events of default under our revolving line of credit include failure to make payments when due, insolvency events, failure to comply with covenants and material adverse events with respect to us. In the event of a default, the lender may declare all borrowings immediately due and payable. As of December 31, 2019, we were in compliance with all covenants related to our revolving line of credit. There can be no guarantee that these covenants will be met in the future, and if not met, that waivers will be obtained.
Since our inception, we have incurred operating losses and may continue to incur losses in the foreseeable future. We believe our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements for at least the next twelve months, without considering liquidity available from our revolving line of credit. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending on business initiatives, purchases of capital equipment to support our growth, the expansion of sales and marketing activities, expansion of our business through acquisitions or our investments in complementary offerings, technologies or businesses, market acceptance of our platform and overall economic conditions. If we do not achieve our revenue goals as planned, we believe that we can reduce our operating costs. If we need additional funds and are unable to obtain funding on a timely basis, we may need to significantly curtail our operations in an effort to provide sufficient funds to continue our operations, which could adversely affect our business prospects.
Cash Flows
The following table shows a summary of our cash flows for each of the years ended December 31, 2019 and 2018:
Year Ended December 31, | ||||||||
2019 | 2018 | |||||||
(in thousands) | ||||||||
Net cash provided by (used in) operating activities | $ | 4,413 | $ | (1,897 | ) | |||
Net cash used in investing activities | (2,975 | ) | (3,668 | ) | ||||
Net cash provided by financing activities | 2,982 | 44,836 | ||||||
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Net increase in cash, cash equivalents and restricted cash | $ | 4,420 | $ | 39,271 | ||||
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Net cash used in operating activities
During the year ended December 31, 2019, operating activities provided $4.4 million of cash and, during the year ended December 31, 2018, operating activities used $1.9 million of cash. Cash provided by operating activities in 2019 primarily resulted from the offset of netnon-cash charges of $15.3 million to our net loss of $7.1 million and net cash used by changes in our operating assets and liabilities of $3.8 million. Net cash used by changes in our operating assets and liabilities consisted primarily of a $15.2 million increase in accounts receivable and a $5.6 million increase in prepaid expenses and other current assets, both partially offset by an aggregate $17.0 million increase in accounts payable and accrued expenses and other current liabilities. Cash used by operating activities in 2018 primarily resulted from our net loss of $13.8 million, partially offset by netnon-cash charges of $8.8 million and net cash provided by changes in our operating assets and liabilities of $3.1 million. Net cash provided by changes in our operating assets and liabilities in 2018 consisted primarily of an aggregate increase in accounts payable and accrued expenses and other current liabilities of $6.3 million, partially offset by an increase in accounts receivable of $2.8 million.
Changes in accounts receivable, accounts payable and accrued expenses and other current liabilities were generally due to growth in our business, timing of customer and vendor invoicing and payments.
Net cash used in investing activities
Net cash used in investing activities was $3.0 million and $3.7 million for the years ended December 31, 2019 and 2018, respectively, and consisted of cash used to acquire property and equipment, which included the capitalization of software development costs. During the years ended December 31, 2019 and 2018, we capitalized $2.7 million and $2.5 million, respectively, of software development costs. Acquisitions of property and equipment generally include the purchase of computer equipment for our operations and employees, equipment, furniture and leasehold improvements and the capitalization of certain software development costs.
Net cash provided by financing activities
During the years ended December 31, 2019 and 2018, net cash provided by financing activities was $3.0 million and $44.8 million, respectively. Net cash provided by financing activities during 2019 consisted of proceeds from the exercise of stock options. Net cash provided by financing activities during 2018 consisted primarily of $52.3 million of proceeds from our IPO and proceeds received from the exercise of common stock options of $0.9 million, partially offset by $3.7 million in payments of offering costs, a $2.6 million repayment of our previously outstanding term loan and net repayments of $2.0 million of borrowings from our revolving line of credit.
Critical Accounting Policies and Significant Judgments and Estimates
Our financial statements are prepared in accordance with GAAP. The preparation of our financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.
While our significant accounting policies are described in more detail in Note 2 to our audited financial statements, appearing in Part II of Item 8 of this Annual Report on Form10-K, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.
Revenue Recognition
Our revenue is derived from sales of consumer referrals. We derive our revenue by selling consumer referrals to our insurance provider customers, including insurance carriers and agents. On January 1, 2019, we adopted the new revenue standard Accounting Standard Codification Topic 606, Revenue from Contracts with Customers,or ASC 606, applied using the modified retrospective method. Our adoption of ASC 606 did not have a material impact on our financial statements, and the revenue recognition of our sales of consumer referrals remained substantially unchanged. The impact of the adoption of ASC 606 on our financial statements is described in Note 2 to our financial statements included elsewhere in this Annual Report on Form10-K. To determine revenue recognition for arrangements that the we determine are within the scope of the new revenue standard, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation.
We only apply the five-step model to contracts when collectability of the consideration to which we are entitled in exchange for the goods or services we transfer to the customer is determined to be probable. Amounts are recorded as accounts receivable when our right to consideration is unconditional. We do not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. We recognize revenue when we satisfy our performance obligations by delivering the referrals to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those referrals.
Stock-Based Compensation
We measure stock options and other stock-based awards granted to employees,non-employees and directors based on their fair value on the date of the grant. We recognize compensation expense of employee awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. We apply the straight-line method of expense recognition to all employee awards with only service-based vesting conditions and apply the graded-vesting method to all employee awards with both service-based and performance-based vesting conditions, commencing when achievement of the performance condition becomes probable. Compensation expense for nonemployee awards is recognized in the same manner as if we had paid cash for the goods or services received.
Prior to the adoption of Accounting Standard Update2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting on January 1, 2019, we measured the fair value of stock-based awards granted tonon-employees on the date at which the related service was complete. Compensation expense was recognized over the period during which services were rendered by suchnon-employee consultants until completed. At the end of each financial reporting period prior to completion of
the service, the fair value of these awards was remeasured using the then-current fair value of our common stock and updated assumption inputs in the Black-Scholes option-pricing model for options.
We estimate the fair value of stock options using the Black-Scholes option-pricing model, which uses as inputs the fair value of our common stock and assumptions we make for the volatility of our common stock, the expected term of our common stock options, the risk-free interest rate for a period that approximates the expected term of our common stock options, and our expected dividend yield. We estimate the fair value of each restricted stock unit, or RSU, based on the fair value using the market value of our common stock.
Capitalization of Website and Software Development Costs
We capitalize certain costs associated with the development of our websites andinternal-use software after the preliminary project stage is complete and until the software is ready for its intended use. Research and development costs incurred during the preliminary project stage or costs incurred for data conversion activities, training, maintenance, and administration or overhead costs are expensed as incurred. Capitalization begins when the preliminary project stage is complete, management, with the relevant authority, authorizes and commits to the funding of the software project, it is probable the project will be completed, the software will be used to perform the functions intended and certain functional and quality standards have been met. Qualified costs incurred during the operating stage of our software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality, while costs that cannot be separated between maintenance of, and minor upgrades and enhancements to,internal-use software are expensed as incurred.
Capitalized software development costs are amortized on a straight-line basis over their estimated useful life of three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
Income Taxes
We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities, as measured by enacted tax rates anticipated to be in effect when these differences reverse. This method also requires the recognition of future tax benefits to the extent that realization of such benefits is more likely than not. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, we establish a valuation allowance through a charge to income tax expense. We evaluate the potential for recovery of deferred tax assets by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have,any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.
Recently Issued Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our audited financial statements appearing in Part II, Item 8 of this Annual Report on Form10-K.
Emerging Growth Company Status
The Jumpstart Our Business Startups Act of 2012, or the JOBS Act, permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards; and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of our IPO or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company earlier if we have more than $1.07 billion in annual revenue, we have more than $700.0 million in market value of our stock held bynon-affiliates or we issue more than $1.0 billion ofnon-convertible debt securities over a three-year period.
Inflation Risk
During the last two years, inflation and changing prices have not had a material effect on our business. We are unable to predict whether inflation or changing prices will materially affect our business in the foreseeable future.
|
We are a smaller reporting company, as defined in Rule12b-2 under the Securities Exchange Act of 1934, as amended, for this reporting period and are not required to provide the information required under this item.
Tothe
Opinion
and Internal Control over Financial Reporting
Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in
2020.
ThesefinancialOpinions
fraud, and whether effective internal control over financial reporting was maintained in all material respects.
opinions.
1, 2021, except with respect to our opinion on internal control over financial reporting insofar as it relates to the effects of the matters discussed in the second paragraph of Management’s Report on Internal Control Over Financial Reporting, as to which the date is August 9, 2021
December 31, | ||||||||
2019 | 2018 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 46,054 | $ | 41,634 | ||||
Accounts receivable | 32,214 | 17,460 | ||||||
Prepaid expenses and other current assets | 7,065 | 1,456 | ||||||
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Total current assets | 85,333 | 60,550 | ||||||
Property and equipment, net | 5,197 | 4,481 | ||||||
Other assets | 691 | 715 | ||||||
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Total assets | $ | 91,221 | $ | 65,746 | ||||
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|
| |||||
Liabilities and Stockholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 23,663 | $ | 16,826 | ||||
Accrued expenses and other current liabilities | 13,225 | 3,099 | ||||||
Deferred revenue | 1,501 | 1,440 | ||||||
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|
|
| |||||
Total current liabilities | 38,389 | 21,365 | ||||||
Deferred rent, net of current portion | 1,062 | 1,197 | ||||||
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| |||||
Total liabilities | 39,451 | 22,562 | ||||||
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Commitments and contingencies (Note 10) | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding | — | — | ||||||
Class A common stock, $0.001 par value; 220,000,000 shares authorized; 14,635,834 shares and 7,528,741 shares issued and outstanding at December 31, 2019 and 2018, respectively | 15 | 8 | ||||||
Class B common stock, $0.001 par value; 30,000,000 shares authorized; 11,802,341 shares and 17,696,414 shares issued and outstanding at December 31, 2019 and 2018, respectively | 12 | 18 | ||||||
Additionalpaid-in capital | 158,752 | 143,050 | ||||||
Accumulated deficit | (107,009 | ) | (99,892 | ) | ||||
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| |||||
Total stockholders’ equity | 51,770 | 43,184 | ||||||
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| |||||
Total liabilities and stockholders’ equity | $ | 91,221 | $ | 65,746 | ||||
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|
December 31, | ||||||||
2020 | 2019 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 42,870 | $ | 46,054 | ||||
Accounts receivable, net | 46,079 | 32,214 | ||||||
Prepaid expenses and other current assets | 8,452 | 7,065 | ||||||
Total current assets | 97,401 | 85,333 | ||||||
Property and equipment, net | 6,173 | 5,197 | ||||||
Goodwill | 9,794 | — | ||||||
Acquired intangible assets, net | 3,366 | — | ||||||
Operating lease right-of-use | 9,621 | — | ||||||
Other assets | 2,695 | 691 | ||||||
Total assets | $ | 129,050 | $ | 91,221 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 32,964 | $ | 23,663 | ||||
Accrued expenses and other current liabilities | 9,421 | 13,225 | ||||||
Deferred revenue | 1,869 | 1,501 | ||||||
Operating lease liabilities | 2,593 | — | ||||||
Total current liabilities | 46,847 | 38,389 | ||||||
Operating lease liabilities, net of current portion | 8,093 | — | ||||||
Other long-term liabilities | 3,128 | 1,062 | ||||||
Total liabilities | 58,068 | 39,451 | ||||||
Commitments and contingencies (Note 12) | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding | — | — | ||||||
Class A common stock, $0.001 par value; 220,000,000 shares authorized; 20,784,065 shares and 14,635,834 shares issued and outstanding at December 31, 2020 and 2019, respectively | 21 | 15 | ||||||
Class B common stock, $0.001 par value; 30,000,000 shares authorized; 7,429,502 shares and 11,802,341 shares issued and outstanding at December 31, 2020 and 2019, respectively | 7 | 12 | ||||||
Additional paid-in capital | 189,172 | 158,752 | ||||||
Accumulated other comprehensive loss | (7 | ) | — | |||||
Accumulated deficit | (118,211 | ) | (107,009 | ) | ||||
Total stockholders’ equity | 70,982 | 51,770 | ||||||
Total liabilities and stockholders’ equity | $ | 129,050 | $ | 91,221 | ||||
Year Ended December 31, | ||||||||
2019 | 2018 | |||||||
Revenue | $ | 248,811 | $ | 163,349 | ||||
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Cost and operating expenses: | ||||||||
Cost of revenue | 15,903 | 11,678 | ||||||
Sales and marketing | 202,689 | 140,743 | ||||||
Research and development | 20,214 | 14,173 | ||||||
General and administrative | 16,827 | 10,667 | ||||||
Legal settlement | 1,227 | — | ||||||
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Total cost and operating expenses | 256,860 | 177,261 | ||||||
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Loss from operations | (8,049 | ) | (13,912 | ) | ||||
Other income (expense): | ||||||||
Interest income (expense), net | 669 | 121 | ||||||
Other income | 263 | — | ||||||
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Total other income (expense), net | 932 | 121 | ||||||
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Net loss and comprehensive loss | (7,117 | ) | (13,791 | ) | ||||
Accretion of redeemable convertible preferred | — | (37,415 | ) | |||||
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Net loss attributable to common stockholders | $ | (7,117 | ) | $ | (51,206 | ) | ||
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Net loss per share attributable to common stockholders, basic and diluted | $ | (0.28 | ) | $ | (3.03 | ) | ||
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| |||||
Weighted average common shares outstanding, basic and diluted | 25,758,649 | 16,922,225 | ||||||
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Year Ended December 31, | ||||||||
2020 | 2019 | |||||||
Revenue | $ | 346,935 | $ | 248,811 | ||||
Cost and operating expenses: | ||||||||
Cost of revenue | 21,373 | 15,903 | ||||||
Sales and marketing | 284,880 | 202,689 | ||||||
Research and development | 29,662 | 20,214 | ||||||
General and administrative | 20,444 | 16,827 | ||||||
Acquisition-related costs | 2,258 | — | ||||||
Legal settlement | — | 1,227 | ||||||
Total cost and operating expenses | 358,617 | 256,860 | ||||||
Loss from operations | (11,682 | ) | (8,049 | ) | ||||
Other income: | ||||||||
Interest income | 189 | 669 | ||||||
Other income | 291 | 263 | ||||||
Total other income | 480 | 932 | ||||||
Net loss | $ | (11,202 | ) | $ | (7,117 | ) | ||
Net loss per share, basic and diluted | $ | (0.41 | ) | $ | (0.28 | ) | ||
Weighted average common shares outstanding, basic and diluted | 27,329 | 25,759 | ||||||
Comprehensive loss: | ||||||||
Net loss | $ | (11,202 | ) | $ | (7,117 | ) | ||
Other comprehensive income (loss): | ||||||||
Foreign currency translation adjustment | (7 | ) | — | |||||
Comprehensive loss | $ | (11,209 | ) | $ | (7,117 | ) | ||
Series A, B andB-1
Redeemable Convertible | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||
Balances at December 31, 2017 | 1,574,508 | $ | 50,937 | 24,000 | $ | — | 8,670,992 | $ | 9 | $ | 766 | $ | (51,319 | ) | $ | (50,544 | ) | |||||||||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | — | 37,415 | — | — | — | — | (2,633 | ) | (34,782 | ) | (37,415 | ) | ||||||||||||||||||||||||
Conversion of preferred stock to common stock upon IPO | (1,574,508 | ) | (88,352 | ) | — | — | 12,596,064 | 13 | 88,339 | — | 88,352 | |||||||||||||||||||||||||
Issuance of common stock upon IPO, net of issuance costs of $3,713 | — | — | 3,125,000 | 3 | — | — | 48,597 | — | 48,600 | |||||||||||||||||||||||||||
Transfer of Class B common stock to Class A common stock | — | — | 4,116,404 | 4 | (4,116,404 | ) | (4 | ) | — | — | — | |||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | — | — | 55,256 | — | 545,762 | — | 861 | — | 861 | |||||||||||||||||||||||||||
Issuance of common stock upon vesting of restricted stock units | — | — | 208,081 | 1 | — | — | (1 | ) | — | — | ||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | 7,121 | — | 7,121 | |||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (13,791 | ) | (13,791 | ) | |||||||||||||||||||||||||
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Balances at December 31, 2018 | — | — | 7,528,741 | 8 | 17,696,414 | 18 | 143,050 | (99,892 | ) | 43,184 | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | — | — | 645,920 | 1 | — | — | 2,981 | — | 2,982 | |||||||||||||||||||||||||||
Issuance of common stock upon vesting of restricted stock units | — | — | 567,100 | — | — | — | — | — | — | |||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | 12,721 | — | 12,721 | |||||||||||||||||||||||||||
Transfer of Class B common stock to Class A common stock | — | — | 5,894,073 | 6 | (5,894,073 | ) | (6 | ) | — | — | — | |||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (7,117 | ) | (7,117 | ) | |||||||||||||||||||||||||
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Balances at December 31, 2019 | — | $ | — | 14,635,834 | $ | 15 | 11,802,341 | $ | 12 | $ | 158,752 | $ | (107,009 | ) | $ | 51,770 | ||||||||||||||||||||
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Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||
Balances at December 31, 2018 | 7,528,741 | $ | 8 | 17,696,414 | $ | 18 | $ | 143,050 | $ | — | $ | (99,892 | ) | $ | 43,184 | |||||||||||||||||
Issuance of common stock upon exercise of stock options | 645,920 | 1 | — | — | 2,981 | — | — | 2,982 | ||||||||||||||||||||||||
Vesting of restricted stock units | 567,100 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | 12,721 | — | — | 12,721 | ||||||||||||||||||||||||
Transfer of Class B common stock to Class A common stock | 5,894,073 | 6 | (5,894,073 | ) | (6 | ) | — | — | — | — | ||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (7,117 | ) | (7,117 | ) | ||||||||||||||||||||||
Balances at December 31, 2019 | 14,635,834 | 15 | 11,802,341 | 12 | 158,752 | — | (107,009 | ) | 51,770 | |||||||||||||||||||||||
Contingent consideration to be settled in Class A common stock | — | — | — | — | 1,335 | — | — | 1,335 | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 776,914 | 1 | — | — | 4,906 | — | — | 4,907 | ||||||||||||||||||||||||
Vesting of restricted stock units | 998,478 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | 24,179 | — | — | 24,179 | ||||||||||||||||||||||||
Transfer of Class B common stock to Class A common stock | 4,372,839 | 5 | (4,372,839 | ) | (5 | ) | — | — | — | — | ||||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | (7 | ) | — | (7 | ) | ||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (11,202 | ) | (11,202 | ) | ||||||||||||||||||||||
Balances at December 31, 2020 | 20,784,065 | $ | 21 | 7,429,502 | $ | 7 | $ | 189,172 | $ | (7 | ) | $ | (118,211 | ) | $ | 70,982 | ||||||||||||||||
Year Ended December 31, | ||||||||
2019 | 2018 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (7,117 | ) | $ | (13,791 | ) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization expense | 2,186 | 1,341 | ||||||
Loss on disposal of property and equipment | 98 | — | ||||||
Stock-based compensation expense | 12,721 | 7,121 | ||||||
Noncash interest expense | — | 14 | ||||||
Provision for bad debt | 478 | — | ||||||
Deferred rent | (135 | ) | 337 | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (15,232 | ) | (2,766 | ) | ||||
Prepaid expenses and other current assets | (5,609 | ) | (863 | ) | ||||
Other assets | (1 | ) | — | |||||
Accounts payable | 6,837 | 4,932 | ||||||
Accrued expenses and other current liabilities | 10,126 | 1,324 | ||||||
Deferred revenue | 61 | 454 | ||||||
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Net cash provided by (used in) operating activities | 4,413 | (1,897 | ) | |||||
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Cash flows from investing activities: | ||||||||
Acquisition of property and equipment, including costs capitalized for development ofinternal-use software | (2,975 | ) | (3,668 | ) | ||||
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Net cash used in investing activities | (2,975 | ) | (3,668 | ) | ||||
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Cash flows from financing activities: | ||||||||
Proceeds from initial public offering, net of underwriting discounts and commissions | — | 52,313 | ||||||
Proceeds from exercise of stock options | 2,982 | 861 | ||||||
Proceeds from borrowings on line of credit | — | 22,729 | ||||||
Repayments of borrowings on line of credit | — | (24,729 | ) | |||||
Repayments of term loan | — | (2,625 | ) | |||||
Payments of initial public offering costs | — | (3,713 | ) | |||||
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Net cash provided by financing activities | 2,982 | 44,836 | ||||||
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Net increase in cash, cash equivalents and restricted cash | 4,420 | 39,271 | ||||||
Cash, cash equivalents and restricted cash at beginning of period | 41,884 | 2,613 | ||||||
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Cash, cash equivalents and restricted cash at end of period | $ | 46,304 | $ | 41,884 | ||||
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Supplemental disclosure of cash flow information | ||||||||
Cash paid for interest | $ | — | $ | 214 | ||||
Supplemental disclosure of noncash investing and financing information: | ||||||||
Conversion of convertible preferred stock to common stock | $ | — | $ | 88,352 | ||||
Accretion of redeemable convertible preferred stock to redemption value | $ | — | $ | 37,415 |
Year Ended December 31, | ||||||||
2020 | 2019 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (11,202 | ) | $ | (7,117 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Depreciation and amortization expense | 3,350 | 2,186 | ||||||
Loss on disposal of property and equipment | — | 98 | ||||||
Stock-based compensation expense | 24,179 | 12,721 | ||||||
Change in fair value of contingent consideration | 1,778 | — | ||||||
Provision for bad debt | 105 | 478 | ||||||
Changes in operating assets and liabilities, net of effects from acquisition: | ||||||||
Accounts receivable | (13,970 | ) | (15,232 | ) | ||||
Prepaid expenses and other current assets | 623 | (5,609 | ) | |||||
Operating lease right-of-use | 2,076 | — | ||||||
Other assets | (554 | ) | (1 | ) | ||||
Accounts payable | 9,301 | 6,837 | ||||||
Accrued expenses and other current liabilities | (3,968 | ) | 10,126 | |||||
Operating lease liabilities | (2,233 | ) | — | |||||
Deferred revenue | 368 | 61 | ||||||
Other long-term liabilities | 815 | (135 | ) | |||||
Net cash provided by operating activities | 10,668 | 4,413 | ||||||
Cash flows from investing activities: | ||||||||
Acquisition of property and equipment, including costs capitalized for development of internal-use software | (3,822 | ) | (2,975 | ) | ||||
Acquisition of business | (14,930 | ) | — | |||||
Net cash used in investing activities | (18,752 | ) | (2,975 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from exercise of stock options | 4,907 | 2,982 | ||||||
Net cash provided by financing activities | 4,907 | 2,982 | ||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (7 | ) | — | |||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (3,184 | ) | 4,420 | |||||
Cash, cash equivalents and restricted cash at beginning of period | 46,304 | 41,884 | ||||||
Cash, cash equivalents and restricted cash at end of period | $ | 43,120 | $ | 46,304 | ||||
Supplemental disclosure of noncash investing and financing information: | ||||||||
Fair value of contingent consideration in connection with acquisition included in stockholders’ equity | $ | 1,335 | $ | — | ||||
Fair value of contingent consideration in connection with acquisition included in other long-term liabilities | $ | 416 | $ | — | ||||
Operating lease liabilities arising from obtaining right-of-use | $ | 541 | $ | — | ||||
Reconciliation of cash, cash equivalents and restricted cash: | ||||||||
Cash and cash equivalents | $ | 42,870 | $ | 46,054 | ||||
Restricted cash (included in other assets) | 250 | 250 | ||||||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ | 43,120 | $ | 46,304 | ||||
On July 2, 2018,
estimates in preparation of its consolidated financial statements will depend on future developments, which are highly uncertain and cannot be predicted at this time.
The Company is an “emerging growth company,” as defined inaccompanying consolidated financial statements include the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and may remain an emerging growth company until the last dayaccounts of the fiscal year following the fifth anniversary of the IPO, subject to specified conditions. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected not to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public ornon-public entities, the Company will adopt the new or revised standard at the timenon-public entities adopt the new or revised standard, provided that the Company continues to be an emerging growth company.
Due to the
net assets acquired. The Company’s estimates of fair value are based upon assumptions believed to be reasonable at that time but that are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events or circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations and comprehensive loss as operating expenses or income.
Estimated Useful Life | ||
Computer equipment | 3 years | |
Software | 3 years | |
Furniture and fixtures | 5 years | |
Leasehold improvements | Shorter of lease term or estimated useful life |
2019.
Classification and Accretion of Redeemable Convertible Preferred Stock
The Company classified redeemable convertible preferred stock outside of stockholders’ equity (deficit) because the shares contained certain redemption features that were not solely within the control of the Company. Costs incurredCompany’s contingent consideration included in connection with the issuance of each series of redeemable convertible preferred stock were recorded as a reduction of gross proceeds from issuance. The Company recognized changes in the redemption values of its outstanding redeemable convertible preferred stock immediately as they occurred and adjusted the carryingother long-term liabilities is carried at fair value of the redeemable convertible preferred stock to equal the redemption value at the end of each reporting period as if the end of each reporting period were the redemption date. Adjustments to the carrying values of the redeemable convertible preferred stock at each reporting date resulted in an increase or decrease to net income (loss) attributable to common stockholders.
based on Level 3 inputs (see Note 3).
Year Ended December 31, | ||||||||
2019 | 2018 | |||||||
Direct channels | 94 | % | 90 | % | ||||
Indirect channels | 6 | % | 10 | % | ||||
|
|
|
| |||||
100 | % | 100 | % | |||||
|
|
|
|
Year Ended December 31, | ||||||||
2020 | 2019 | |||||||
Direct channels | 92 | % | 94 | % | ||||
Indirect channels | 8 | % | 6 | % | ||||
100 | % | 100 | % | |||||
Year ended December 31, | ||||||||
2019 | 2018 | |||||||
Automotive | $ | 212,300 | $ | 141,187 | ||||
Other | 36,511 | 22,162 | ||||||
|
|
|
| |||||
Total Revenue | $ | 248,811 | $ | 163,349 | ||||
|
|
|
|
Year Ended December 31, | ||||||||
2020 | 2019 | |||||||
Automotive | $ | 283,236 | $ | 212,300 | ||||
Other | 63,699 | 36,511 | ||||||
Total Revenue | $ | 346,935 | $ | 248,811 | ||||
incurred and such costs are included in sales and marketing expense in the accompanying statements of operations and comprehensive income (loss). During the years ended December 31, 20192020 and 2018,2019, advertising expense totaled $238.3 million and $175.5 million, and $117.3 million, respectively.
Accounts Receivable
The Company provides credit to customers in the ordinary course of business and believes its credit policies are prudent and reflect industry practices and business risk. Management reviews accounts receivable on a periodic basis and reserves for receivables in the Company’s allowance for doubtful accounts on a specific identification basis when they are determined to be uncollectible. After the Company has exhausted all collection efforts, the outstanding receivable is written off against the allowance. The Company had no allowance for doubtful accounts as of December 31, 2019 and 2018, as the Company deemed all amounts to be collectible. During the year ended December 31, 2019, the Company wrote off $0.5 million of uncollectible accounts.
Prior to the adoption of ASU2018-07 effective January 1, 2019 discussed below, the Company measured the fair value of stock-based awards granted tonon-employees on the date that the related service was complete, which was generally the vesting date of the award. Prior to the service completion date, compensation expense was recognized over the period during which services were rendered by suchnon-employees. At the end of each financial reporting period prior to the service completion date, the fair value of these awards was remeasured using the then-current fair value of the Company’s common stock and updated assumption inputs in the Black-Scholes option-pricing model for options or the then-current fair value of the Company’s common stock for restricted common stock units.
are foreign currency translation adjustments.
Prior to the closing of its IPO, the Company followed thetwo-class method when computing net income (loss) per share, as the Company had issued shares that met the definition of participating securities. Thetwo-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. Thetwo-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had
been distributed. The Company’s redeemable convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss, such losses were not allocated to such participating securities, and as a result, basic and diluted net loss per share were the same.
Subsequent to the closing of its IPO, basic
December 31, | ||||||||
2020 | 2019 | |||||||
Options to purchase common stock | 2,188,919 | 2,827,868 | ||||||
Unvested restricted stock units | 3,142,220 | 3,367,846 | ||||||
5,331,139 | 6,195,714 | |||||||
In May 2014,
revenue is recognized when a customer obtains control of a promised good or service and is recognized in an amount that reflectsapply the consideration that the entity expects to receive in exchange for the good or service. In addition, ASC 606 provides guidance on accounting for certain revenue related costs including costs associated with obtaining and fulfilling a contract. ASC 606 may be applied using either a full retrospective approach, under which all years included in the financial statements will be presented under the revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidance for the year of adoption, but not for prior years. Under the latter method, entities will recognize a cumulative catch-up adjustment to the opening balance of retained earningstransition requirements at the effective date for contracts that still require performance by the entityrather than at the date of adoption. For public entities, the guidance was effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Fornon-public entities and emerging growth companies that choose to take advantage of the extended transitionearliest comparative period presented. The Company’s reporting for comparative periods is presented in accordance with ASC 840. Adoption of the guidance was effective for annual periods beginning after December 15, 2018. The Company adopted ASC 606 asnew standard resulted in the recording of January 1, 2019 using the modified retrospective transition approach.
In August 2016, the FASB issuedASU No. 2016-15, Statementresults of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (Topic 230) (“ASU 2016-15”), to address diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement ofoperations or cash flows. For public entities,The Company elected to use the standard was effectivetransition package of three practical expedients, which among other things, allowed the Company to carry forward the historical lease classification. The Company has elected, under ASC 842, the further practical expedient not to separate
In June 2018, the FASB issued ASUNo. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 is intended to simplify aspects of share-based compensation issuedto non-employees by making the guidance consistent with the accounting for employee share-based compensation. For public entities,ASU 2018-07 was required to be adopted for annual periods beginning after December 15, 2018, including interim periods within those fiscal years.For non-public entities and emerging growth companies that choose to take advantage of the extended transition periods,ASU 2018-07 is effective for annual periods beginning after December 15, 2019. Early adoption is permitted for all entities but no earlier than the Company’s adoption ofASU 2014-09. The Companyearly-adopted ASU 2018-07 on January 1, 2019 and the adoption did not have a material impact on the Company’s financial statements.
Recently Issued Accounting Pronouncements
In February 2016, theFASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. For public entities, the guidance was effective for annual reporting periods beginning after December 15, 2018 and for interim periods within those fiscal years. For non-public entities and emerging growth companies that choose to take advantage of the extended transition periods, the guidance is effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted. ASU
2016-02 initially required adoption using a modified retrospective approach, under which all years presented in theconsolidated financial statements would be prepared under the revised guidance. In July 2018, the FASB issued ASU No.2018-11, Leases (Topic 842), which added an optional transition method under which financial statements may be prepared under the revised guidance for the year of adoption, but not for prior years. Under the latter method, entities will recognize a cumulativecatch-up adjustment to the opening balance of retained earnings in the period of adoption. In November 2019, the FASB issued ASU No. ASU2019-10, which deferred the effective date fornon-public entities and emerging growth companies that choose to take advantage of the extended transition periods to annual reporting periods beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early application is permitted. related disclosures.
In June 2016, the FASB issued ASUNo. 2016-13,Financial Instruments – Credit Losses (Topic 326). The new standard adjusts the accounting for assets held at amortized costs basis, including marketable securities accounted for as available for sale, and trade receivables. The standard eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For public entities, the guidance is effective for annual reporting periods beginning after December 15, 2019 and for interim periods within those fiscal years.For non-public entities and emerging growth companies that choose to take advantage of the extended transition periods, the guidance was effective for annual reporting periods beginning after December 15, 2020. Early adoption is permitted for all entities. In November 2019, the FASB issued ASUNo. 2019-10, which deferred the effective date fornon-public entities to annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. Early application continues to be allowed. The Company is currently assessing the impact of the adoption of this guidance on its financial statements.
In August 2018, the FASB issued ASUContract.Contract (SubtopicFor public entities,The adoption of this standard did not have a material impact on the consolidated financial statements and related disclosures.
Cash paid | $ | 14,930 | ||
Fair value of contingent consideration to be settled in stock | 1,751 | |||
Total purchase price consideration | $ | 16,681 | ||
Assets acquired and liabilities assumed: | ||||
Commission receivable (current and long-term) | $ | 3,460 | ||
Customer relationships | 3,600 | |||
Other identifiable intangible assets | 270 | |||
Operating lease right-of-use | 1,469 | |||
Goodwill | 9,794 | |||
Total assets acquired | 18,593 | |||
Accounts payable and accrued expenses (current and long-term) | (443 | ) | ||
Operating lease liabilities | (1,469 | ) | ||
Total allocation of purchase price consideration | $ | 16,681 | ||
December 31, 2020 | ||||||||||||||
Weighted Average Useful Life | Gross Amount | Accumulated Amortization | Carrying Value | |||||||||||
(in years) | ||||||||||||||
Customer relationships | 5 | $ | 3,600 | $ | (464 | ) | $ | 3,136 | ||||||
Other identifiable intangible assets | 3.7 | 270 | (40 | ) | 230 | |||||||||
$ | 3,870 | $ | (504 | ) | $ | 3,366 | ||||||||
Year Ending December 31, | ||||
2021 | $ | 1,182 | ||
2022 | 826 | |||
2023 | 609 | |||
2024 | 440 | |||
2025 | 309 | |||
$ | 3,366 | |||
December 31, | ||||||||
2019 | 2018 | |||||||
Computer equipment | $ | 1,940 | $ | 2,459 | ||||
Software | 8,829 | 6,419 | ||||||
Furniture and fixtures | 1,032 | 1,053 | ||||||
Leasehold improvements | 850 | 818 | ||||||
|
|
|
| |||||
12,651 | 10,749 | |||||||
Less: Accumulated depreciation and amortization | (7,454 | ) | (6,268 | ) | ||||
|
|
|
| |||||
$ | 5,197 | $ | 4,481 | |||||
|
|
|
|
December 31, | ||||||||
2020 | 2019 | |||||||
Computer equipment | $ | 2,183 | $ | 1,940 | ||||
Software | 11,113 | 8,829 | ||||||
Furniture and fixtures | 1,127 | 1,032 | ||||||
Leasehold improvements | 921 | 850 | ||||||
15,344 | 12,651 | |||||||
Less: Accumulated depreciation and amortization | (9,171 | ) | (7,454 | ) | ||||
$ | 6,173 | $ | 5,197 | |||||
4.
December 31, | ||||||||
2019 | 2018 | |||||||
Accrued employee compensation and benefits | $ | 2,388 | $ | 1,369 | ||||
Accrued advertising expenses | 4,119 | 919 | ||||||
Accrued legal settlement | 4,750 | — | ||||||
Other current liabilities | 1,968 | 811 | ||||||
|
|
|
| |||||
$ | 13,225 | $ | 3,099 | |||||
|
|
|
|
5.
December 31, | ||||||||
2020 | 2019 | |||||||
Accrued employee compensation and benefits | $ | 4,105 | $ | 2,388 | ||||
Accrued advertising expenses | 2,596 | 4,119 | ||||||
Accrued legal settlement | — | 4,750 | ||||||
Other current liabilities | 2,720 | 1,968 | ||||||
$ | 9,421 | $ | 13,225 | |||||
As of December 31, 2020, the Company had available borrowings of $25.0 million under the 2020 Loan Agreement.
As of December 31, 2019,2020, the Company had no amounts outstanding on the revolving line of credit.
6. Redeemable Convertible Preferred Stock
The Company had issued Series A redeemable convertible preferred stock (the “Series A Preferred Stock”), Series B redeemable convertible preferred stock (the “Series B Preferred Stock”) and SeriesB-1 redeemable convertible preferred stock (the “SeriesB-1 Preferred Stock”). The Series A Preferred Stock, the Series B Preferred Stock and the SeriesB-1 Preferred Stock are collectively referred to as the “Preferred Stock.”
During the year ended December 31, 2018, the Company recorded adjustments of $37.4 million to the carrying value of Series Band B-1 Preferred Stock, with corresponding offsets toadditional paid-in capital and accumulated deficit representing the change in the redemption value from December 31, 2017.
Upon the closing of the Company’s IPO in July 2018, all 1,574,508 shares of the Company’s then-outstanding Preferred Stock automatically converted into an aggregate of 12,596,064 shares of the Company’s Class B common stock. Upon conversion of the redeemable convertible preferred stock, the Company reclassified the carrying value of the Preferred Stock to common stock andadditional paid-in capital.
7.
On June 15, 2018, the Company effectedan eight-for-one forward stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s Preferred Stock. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this stock split and adjustment of the preferred stock conversion ratios. In connection with the stock split, the Company effected an increase in the number of authorized common shares to 57,570,856 shares.
On July 2, 2018, the Company completed its IPO, in which it issued and sold 3,125,000 shares of Class A common stock at a public offering price of $18.00 per share, resulting in net proceeds to the Company of approximately $48.6 million after deducting underwriting discounts and commissions and other offering costs. Upon closing of the IPO, the Company’s authorized shares of common stock were increased to 220,000,000 shares of Class A common stock and 30,000,000 shares of Class B common stock. The Company also authorized 10,000,000 shares of undesignated preferred stock.
During the years ended December 31, 2019 and 2018, 5,894,073 shares and 4,116,404 shares, respectively, of Class B common stock were automatically converted to 5,894,073 shares and 4,116,404 shares, respectively, of Class A common stock pursuant to transfers as described above. No additional consideration was paid or received by the Company in connection with these exchanges.
8.
restricted stock awards, restricted stock units, and other stock-based awards. The number of shares initially reserved for issuance under the 2018 Plan is the sum of 2,149,480 shares of Class A common stock, plus the number of shares (up to 5,028,832 shares) equal to the sum of (i) the 583,056 shares of Class A common stock and Class B common stock that were available for grant under the 2008 Plan upon the effectiveness of the 2018 Plan and (ii) the number of shares of Class A common stock and Class B common stock subject to outstanding awards under the 2008 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right (subject, in the case of incentive stock options, to any limitations of the Internal Revenue Code). The number of shares of Class A common stock that may be issued under the 2018 Plan will automatically increase on the first day of each fiscal year until, and including, the fiscal year ending December 31, 2028, equal to the least of (i) 2,500,000 shares of Class A common stock; (ii) 5% of the sum of the number of shares of Class A common stock and Class B common stock outstanding on the first day of such fiscal year; and (iii) an amount determined by the Company’s board of directors. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2018 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. As of December 31, 2019, 615,5842020, 1,026,673 shares remain available for future grants under the 2018 Plan. The number of authorized shares reserved for issuance under the 2018 Plan was increased by 1,321,9081,410,678 shares effective as of January 1, 20202021 in accordance with the provisions of the 2018 Plan described above.
The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company, historically, has been a private company and lacks company-specific historical and implied volatility information. Therefore, the Company estimates its expected stock volatility based on the historical volatility of its publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted tonon-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The relevant data used to determine the value of the stock option grants for employees and directors for
Risk-free interest rate | % | |||
Expected volatility | % | |||
Expected dividend yield | 0 | % | ||
Derived service period (in years) |
Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
(in years) | (in thousands) | |||||||||||||||
Outstanding as of December 31, 2018 | 3,770,086 | $ | 6.91 | 7.44 | $ | 1,956 | ||||||||||
Granted | — | 0.00 | ||||||||||||||
Exercised | (645,920 | ) | 4.62 | |||||||||||||
Forfeited | (296,298 | ) | 9.35 | |||||||||||||
|
| |||||||||||||||
Outstanding as of December 31, 2019 | 2,827,868 | $ | 7.17 | 6.50 | $ | 76,850 | ||||||||||
|
| |||||||||||||||
Vested and expected to vest as of December 31, 2019 | 2,634,417 | $ | 7.03 | 6.44 | $ | 71,979 | ||||||||||
|
| |||||||||||||||
Options exercisable as of December 31, 2019 | 1,690,960 | $ | 6.20 | 5.98 | $ | 47,599 | ||||||||||
|
|
2019:
Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
(in years) | (in thousands) | |||||||||||||||
Outstanding as of December 31, 2019 | 2,827,868 | $ | 7.17 | 6.5 | $ | 76,850 | ||||||||||
Granted | 531,108 | 45.17 | ||||||||||||||
Exercised | (776,914 | ) | 6.32 | |||||||||||||
Forfeited | (393,143 | ) | 33.26 | |||||||||||||
Outstanding as of December 31, 2020 | 2,188,919 | $ | 12.01 | 5.72 | $ | 57,538 | ||||||||||
Vested and expected to vest as of December 31, 2020 | 2,121,884 | $ | 12.12 | 5.71 | $ | 55,616 | ||||||||||
Options exercisable as of December 31, 2020 | 1,370,762 | $ | 6.94 | 4.84 | $ | 41,689 | ||||||||||
As
Number of Shares | Weighted Average Grant-Date Fair Value | |||||||
Unvested balance December 31, 2018 | 2,409,893 | $ | 15.98 | |||||
Granted | 1,705,580 | 12.61 | ||||||
Vested | (567,100 | ) | 14.66 | |||||
Forfeited | (180,527 | ) | 9.55 | |||||
|
| |||||||
Unvested balance December 31, 2019 | 3,367,846 | $ | 14.84 | |||||
|
|
Number of Shares | Weighted Average Grant-Date Fair Value | |||||||
Unvested balance December 31, 2019 | 3,367,846 | $ | 14.84 | |||||
Granted | 1,331,417 | 42.35 | ||||||
Vested | (998,478 | ) | 16.30 | |||||
Forfeited | (558,565 | ) | 19.02 | |||||
Unvested balance December 31, 2020 | 3,142,220 | $ | 25.29 | |||||
Year Ended December 31, | ||||||||
2019 | 2018 | |||||||
Cost of revenue | $ | 193 | $ | 42 | ||||
Sales and marketing | 3,805 | 1,955 | ||||||
Research and development | 3,967 | 2,011 | ||||||
General and administrative | 4,756 | 3,113 | ||||||
|
|
|
| |||||
$ | 12,721 | $ | 7,121 | |||||
|
|
|
|
Year Ended December 31, | ||||||||
2020 | 2019 | |||||||
Cost of revenue | $ | 361 | $ | 193 | ||||
Sales and marketing | 10,246 | 3,805 | ||||||
Research and development | 7,751 | 3,967 | ||||||
General and administrative | 5,821 | 4,756 | ||||||
$ | 24,179 | $ | 12,721 | |||||
9.probable.
Year Ended December 31, | ||||||||
2019 | 2018 | |||||||
Federal statutory income tax rate | 21.0 | % | 21.0 | % | ||||
State taxes, net of federal benefit | 5.5 | 6.1 | ||||||
Federal and state research and development tax credits | 19.4 | 9.6 | ||||||
Nondeductible items | (1.6 | ) | (0.8 | ) | ||||
Stock-based compensation | 13.3 | 4.4 | ||||||
Other | (0.9 | ) | 0.2 | |||||
Change in valuation allowance | (56.7 | ) | (40.5 | ) | ||||
|
|
|
| |||||
Effective income tax rate | — | % | — | % | ||||
|
|
|
|
Year Ended December 31, | ||||||||
2020 | 2019 | |||||||
Federal statutory income tax rate | 21.0 | % | 21.0 | % | ||||
State taxes, net of federal benefit | 4.2 | 5.5 | ||||||
Federal and state research and development tax credits | 12.4 | 19.4 | ||||||
Nondeductible items | (0.7 | ) | (1.6 | ) | ||||
Stock-based compensation | 97.2 | 13.3 | ||||||
Other | 2.2 | (0.9 | ) | |||||
Change in valuation allowance | (136.3 | ) | (56.7 | ) | ||||
Effective income tax rate | — | % | — | % | ||||
December 31, | ||||||||
2019 | 2018 | |||||||
Deferred tax assets: | ||||||||
Net operating loss carryforwards | $ | 8,165 | $ | 5,691 | ||||
Research and development tax credit carryforwards | 5,040 | 3,772 | ||||||
Accrued expenses and other current liabilities | 671 | 501 | ||||||
Intangible assets | 33 | 38 | ||||||
Property and equipment | 215 | 150 | ||||||
Stock-based compensation | 1,463 | 1,479 | ||||||
Other | 725 | 382 | ||||||
|
|
|
| |||||
Total deferred tax assets | 16,312 | 12,013 | ||||||
Valuation allowance | (15,292 | ) | (11,257 | ) | ||||
|
|
|
| |||||
Net deferred tax assets | 1,020 | 756 | ||||||
|
|
|
| |||||
Deferred tax liabilities: | ||||||||
Capitalized software development costs | (1,020 | ) | (756 | ) | ||||
|
|
|
| |||||
Deferred tax liabilities | (1,020 | ) | (756 | ) | ||||
|
|
|
| |||||
Net deferred tax assets and liabilities | $ | — | $ | — | ||||
|
|
|
|
December 31, | ||||||||
2020 | 2019 | |||||||
Deferred tax assets: | ||||||||
Net operating loss carryforwards | $ | 19,197 | $ | 8,165 | ||||
Research and development tax credit carryforwards | 6,470 | 5,040 | ||||||
Accrued expenses and other current liabilities | 566 | 671 | ||||||
Intangible assets | 1,598 | 33 | ||||||
Property and equipment | 220 | 215 | ||||||
Stock-based compensation | 3,092 | 1,463 | ||||||
Operating lease liability | 2,829 | — | ||||||
Other | 221 | 725 | ||||||
Total deferred tax assets | 34,193 | �� | 16,312 | |||||
Valuation allowance | (30,558 | ) | (15,292 | ) | ||||
Net deferred tax assets | 3,635 | 1,020 | ||||||
Deferred tax liabilities: | ||||||||
Capitalized software development costs | (1,088 | ) | (1,020 | ) | ||||
Operating lease right-of-use | (2,547 | ) | — | |||||
Deferred tax liabilities | (3,635 | ) | (1,020 | ) | ||||
Net deferred tax assets and liabilities | $ | — | $ | — | ||||
assets as of December 31, 20192020 and 2018.2019. The Company reevaluates the positive and negative evidence at each reporting period.
Year Ended December 31, | ||||||||
2019 | 2018 | |||||||
Valuation allowance as of beginning of year | $ | 11,257 | $ | 5,677 | ||||
Increases recorded to tax provision | 4,035 | 5,580 | ||||||
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Valuation allowance as of end of year | $ | 15,292 | $ | 11,257 | ||||
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Year Ended December 31, | ||||||||
2020 | 2019 | |||||||
Valuation allowance as of beginning of year | $ | 15,292 | $ | 11,257 | ||||
Increases recorded to tax provision | 15,266 | 4,035 | ||||||
Valuation allowance as of end of year | $ | 30,558 | $ | 15,292 | ||||
2019.
10. Commitments and Contingencies
Operating
Lease incentives, payment escalations and rent holidays specified In the first quarter of 2020, the Company entered into a three-year non-cancelable operating lease in Seattle, Washington under which lease payments commenced in the second quarter of 2020.
As of December 31, 2019 and 2018, the Company maintained security deposits of $0.5 million and $0.4 million, respectively, with the landlords of its leases, which amounts are included in other assets on the Company’s consolidated balance sheet.
Year Ended December 31, 2020 | ||||
Operating lease cost | $ | 2,590 | ||
Short-term lease cost | — | |||
Variable lease cost | 387 | |||
$ | 2,977 | |||
Year Ended | ||||
December 31, 2020 | ||||
Cash paid for amounts included in the measurement of operating lease liabilities | $ | 2,747 | ||
Operating lease liabilities arising from obtaining right-of-use | $ | 541 |
December 31, 2020 | ||||
Weighted-average remaining lease term - operating leases (in years) | 4.44 | |||
Weighted-average discount rate - operating leases | 4.67 | % |
Year Ending December 31, | ||||
2021 | $ | 3,025 | ||
2022 | 2,872 | |||
2023 | 2,785 | |||
2024 | 2,099 | |||
2025 | 177 | |||
Thereafter | 826 | |||
Total future minimum lease payments | 11,784 | |||
Less: imputed interest | (1,098 | ) | ||
Total operating lease liabilities | $ | 10,686 | ||
Included in the balance sheet (in thousands): | December 31, 2020 | |||
Current operating lease liabilities | $ | 2,593 | ||
Operating lease liabilities, net of current portion | 8,093 | |||
Total operating lease liabilities | $ | 10,686 | ||
Year Ending December 31, | ||||
2020 | $ | 2,573 | ||
2021 | 2,659 | |||
2022 | 2,502 | |||
2023 | 2,534 | |||
2024 | 1,922 | |||
Thereafter | — | |||
$ | 12,190 | |||
20192020 and 2018,2019, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2020 and 2019, and 2018, respectively.
11. Net Loss per Share
The Company has two classes of common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. As a result, basic and diluted net income (loss) per share of Class A common stock and share of Class B common stock are equivalent. Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):
Year Ended December 31, | ||||||||
2019 | 2018 | |||||||
Basic net loss per share: | ||||||||
Numerator: | ||||||||
Net loss | $ | (7,117 | ) | $ | (13,791 | ) | ||
Accretion of redeemable convertible preferred stock | — | (37,415 | ) | |||||
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Net loss attributable to common stockholders | $ | (7,117 | ) | $ | (51,206 | ) | ||
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Denominator: | ||||||||
Weighted average common shares outstanding, | 25,758,649 | 16,922,225 | ||||||
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Net income loss per share attributable to common stockholders, | $ | (0.28 | ) | $ | (3.03 | ) | ||
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The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share attributable to common stockholders. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.
The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:
December 31, | ||||||||
2019 | 2018 | |||||||
Options to purchase common stock | 2,827,868 | 3,770,086 | ||||||
Unvested restricted stock units | 3,367,846 | 2,409,893 | ||||||
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6,195,714 | 6,179,979 | |||||||
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12.
13.
14. Selected Quarterly Financial Data (Unaudited)
15. | Selected Quarterly Financial Data (Unaudited) |
Three Months Ended | ||||||||||||||||||||||||||||||||
Dec 31, 2019 | Sep 30, 2019 | Jun 30, 2019 | Mar 31, 2019 | Dec 31, 2018 | Sep 30, 2018 | Jun 30, 2018 | Mar 31, 2018 | |||||||||||||||||||||||||
Statements of Operations Data: | ||||||||||||||||||||||||||||||||
Revenue | $ | 73,799 | $ | 67,112 | $ | 55,667 | $ | 52,233 | $ | 39,779 | $ | 41,748 | $ | 41,092 | $ | 40,730 | ||||||||||||||||
Cost of revenue | 4,681 | 4,052 | 3,504 | 3,666 | 3,075 | 3,115 | 2,873 | 2,615 | ||||||||||||||||||||||||
Loss from operations(1) | (1,155 | ) | (82 | ) | (2,246 | ) | (4,566 | ) | (7,114 | ) | (3,936 | ) | (1,627 | ) | (1,235 | ) | ||||||||||||||||
Net income (loss)(1) | (934 | ) | 173 | (1,974 | ) | (4,382 | ) | (6,925 | ) | (3,808 | ) | (1,730 | ) | (1,328 | ) | |||||||||||||||||
Net income (loss) available (attributable) to common stockholders(1) | (934 | ) | 173 | (1,974 | ) | (4,382 | ) | (6,925 | ) | (3,808 | ) | (28,132 | ) | (12,341 | ) | |||||||||||||||||
Basic and diluted net income (loss) per share available (attributable) to common stockholders: | $ | (0.04 | ) | $ | 0.01 | $ | (0.08 | ) | $ | (0.17 | ) | $ | (0.28 | ) | $ | (0.15 | ) | $ | (3.10 | ) | $ | (1.42 | ) |
Three Months Ended | ||||||||||||||||||||||||||||||||
Dec 31, 2020 | Sep 30, 2020 | Jun 30, 2020 | Mar 31, 2020 | Dec 31, 2019 | Sep 30, 2019 | Jun 30, 2019 | Mar 31, 2019 | |||||||||||||||||||||||||
Statements of Operations Data: | ||||||||||||||||||||||||||||||||
Revenue | $ | 97,292 | $ | 89,977 | $ | 78,302 | $ | 81,364 | $ | 73,799 | $ | 67,112 | $ | 55,667 | $ | 52,233 | ||||||||||||||||
Cost of revenue | 5,683 | 5,378 | 4,977 | 5,335 | 4,681 | 4,052 | 3,504 | 3,666 | ||||||||||||||||||||||||
Loss from operations | (3,784 | ) | (3,289 | ) | (2,956 | ) | (1,653 | ) | (1,155 | ) | (82 | ) | (2,246 | ) | (4,566 | ) | ||||||||||||||||
Net income (loss) | (3,768 | ) | (3,184 | ) | (2,808 | ) | (1,442 | ) | (934 | ) | 173 | (1,974 | ) | (4,382 | ) | |||||||||||||||||
Basic and diluted net income (loss) per share available (attributable) to common stockholders: | $ | (0.13 | ) | $ | (0.12 | ) | $ | (0.10 | ) | $ | (0.05 | ) | $ | (0.04 | ) | $ | 0.01 | $ | (0.08 | ) | $ | (0.17 | ) |
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None.
ITEM 9A. | CONTROLS AND PROCEDURES |
However, due to the material weaknesses in our internal control over financial reporting subsequently identified and described below, our CEO and CFO have
(Restated)
Ourreporting may not prevent or detect misstatements.
As an emerging growth company, as defined underwas effective, based on the terms of the JOBS Act of 2012,specified criteria. Subsequent to that assessment, our independent registered accounting firm is not required to issue an attestation report on themanagement identified material weaknesses in our internal control over financial reporting.
reporting as of December 31, 2020 as further described below. Consequently, our management has reassessed the effectiveness of our internal control over financial reporting as of December 31, 2020 and has concluded that our internal control over financial reporting was not effective as of December 31, 2020 due to the material weaknesses described below.
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The information required by this Item 10 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2020 Annual Meeting of Stockholders and is incorporated herein by reference.
Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is available at the Investors section of our website, located at investors.everquote.com, under “Corporate Governance—Governance Documents.” We intend to make all required disclosures regarding any amendments to, or waivers from, any provisions of the code at the same location of our website.
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The information required by this Item 11 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2020 Annual Meeting of Stockholders and is incorporated herein by reference.
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The information required by this Item 12 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2020 Annual Meeting of Stockholders and is incorporated herein by reference.
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The information required by this Item 13 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2020 Annual Meeting of Stockholders and is incorporated herein by reference.
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The information required by this Item 14 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2020 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
(a) 1. Financial Statements
(a) 1. | Financial Statements |
2. |
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3. |
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(b) | Exhibit Index. |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
104** | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Previously filed. |
** | Filed herewith. |
# | Indicates management contract or compensation plan. |
† | The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of EverQuote, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form10-K, irrespective of any general incorporation language contained in such filing. |
August 9, 2021 | EVERQUOTE, INC. | |||||
By: | /s/ | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
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