Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-35618 | |
Entity Registrant Name | LegalZoom.com, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-4752856 | |
Entity Address, Address Line One | 101 North Brand Boulevard | |
Entity Address, Address Line Two | 11th Floor | |
Entity Address, City or Town | Glendale | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91203 | |
City Area Code | 323 | |
Local Phone Number | 962-8600 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | LZ | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 194,559,013 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001286139 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 215,537 | $ 239,297 |
Accounts receivable, net | 12,993 | 10,635 |
Prepaid expenses and other current assets | 13,860 | 16,589 |
Total current assets | 242,390 | 266,521 |
Property and equipment, net | 49,342 | 47,013 |
Goodwill | 59,933 | 59,910 |
Intangible assets, net | 14,570 | 16,031 |
Operating lease right-of-use assets | 6,961 | |
Deferred income taxes | 25,685 | 27,653 |
Available-for-sale debt securities | 1,182 | 1,122 |
Other assets | 13,319 | 12,765 |
Total assets | 413,382 | 431,015 |
Current liabilities: | ||
Accounts payable | 18,404 | 31,788 |
Accrued expenses and other current liabilities | 55,820 | 50,817 |
Deferred revenue | 163,140 | 146,364 |
Operating lease liabilities | 1,542 | |
Total current liabilities | 238,906 | 228,969 |
Operating lease liabilities, non-current | 4,842 | |
Deferred revenue | 1,137 | 1,554 |
Other liabilities | 2,841 | 2,941 |
Total liabilities | 247,726 | 233,464 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 100,000 shares authorized at June 30, 2022, none issued or outstanding at June 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.001 par value; 1,000,000 shares authorized; 196,079 shares and 198,084 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 196 | 198 |
Additional paid-in capital | 994,558 | 947,160 |
Accumulated deficit | (830,952) | (748,012) |
Accumulated other comprehensive income (loss) | 1,854 | (1,795) |
Total stockholders’ equity | 165,656 | 197,551 |
Total liabilities and stockholders’ equity | $ 413,382 | $ 431,015 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock shares issued (in shares) | 196,079,000 | 198,084,000 |
Common stock shares outstanding (in shares) | 196,079,000 | 198,084,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 163,867 | $ 150,432 | $ 318,076 | $ 285,064 |
Cost of revenue | 57,393 | 49,859 | 113,333 | 93,819 |
Gross profit | 106,474 | 100,573 | 204,743 | 191,245 |
Operating expenses: | ||||
Sales and marketing | 72,945 | 65,431 | 149,819 | 136,792 |
Technology and development | 16,197 | 28,426 | 34,156 | 38,925 |
General and administrative | 28,969 | 33,845 | 58,457 | 47,010 |
Impairment of long-lived and other assets | 0 | 379 | 0 | 379 |
Total operating expenses | 118,111 | 128,081 | 242,432 | 223,106 |
Loss from operations | (11,637) | (27,508) | (37,689) | (31,861) |
Interest income (expense), net | 29 | (9,312) | (24) | (17,966) |
Other (expense) income, net | (2,022) | 420 | (3,566) | 668 |
Loss before income taxes | (13,630) | (36,400) | (41,279) | (49,159) |
(Benefit from) provision for income taxes | (451) | 1,995 | 2,509 | (941) |
Net loss | $ (13,179) | $ (38,395) | $ (43,788) | $ (48,218) |
Net loss per share attributable to common stockholders—basic (in dollars per share) | $ (0.07) | $ (0.31) | $ (0.22) | $ (0.38) |
Net loss per share attributable to common stockholders—diluted (in dollar per share) | $ (0.07) | $ (0.31) | $ (0.22) | $ (0.38) |
Weighted-average shares used to compute net loss per share attributable to common stockholders—basic (in shares) | 197,819 | 125,423 | 198,040 | 125,245 |
Weighted-average shares used to compute net loss per share attributable to common stockholders—diluted (in shares) | 197,819 | 125,423 | 198,040 | 125,245 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (13,179) | $ (38,395) | $ (43,788) | $ (48,218) |
Other comprehensive income, net of tax: | ||||
Change in foreign currency translation adjustments: | 2,209 | (204) | 3,611 | (351) |
Change in available-for-sale debt securities: | ||||
Unrealized gains (loss) | 0 | (41) | 38 | (28) |
Total change in available-for-sale debt securities | 0 | (41) | 38 | (28) |
Change in unrealized gain on cash flow hedges: | ||||
Unrealized gain on interest rate cap and swaps | 0 | 270 | 0 | 2,351 |
Reclassification of prior hedge effectiveness and losses from interest rate cap and swaps to net loss | 0 | 1,298 | 0 | 2,315 |
Total net changes in cash flow hedges | 0 | 1,568 | 0 | 4,666 |
Total other comprehensive income | 2,209 | 1,323 | 3,649 | 4,287 |
Total comprehensive loss | $ (10,970) | $ (37,072) | $ (40,139) | $ (43,931) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Series A Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income |
Beginning balance, shares at Dec. 31, 2020 | 23,081,000 | 125,037,000 | ||||
Beginning balance at Dec. 31, 2020 | $ (550,632) | $ 70,906 | $ 126 | $ 102,417 | $ (639,348) | $ (13,827) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 244,000 | |||||
Issuance of common stock upon exercise of stock options | 151 | 151 | ||||
Issuance of common stock upon vesting of restricted stock awards and ESPP (in shares) | 27,000 | |||||
Shares surrendered for settlement of minimum statutory tax withholdings (in shares) | (9,000) | |||||
Shares surrendered for settlement of minimum statutory tax withholdings | (100) | (100) | ||||
Stock-based compensation | 3,799 | 3,799 | ||||
Net issuance and repayments of full recourse notes receivable | 44 | 44 | ||||
Special dividends | (23) | (23) | ||||
Other comprehensive income | 2,964 | 2,964 | ||||
Net loss | (9,823) | (9,823) | ||||
Ending balance, shares at Mar. 31, 2021 | 23,081,000 | 125,299,000 | ||||
Ending balance at Mar. 31, 2021 | (553,620) | $ 70,906 | $ 126 | 106,288 | (649,171) | (10,863) |
Beginning balance, shares at Dec. 31, 2020 | 23,081,000 | 125,037,000 | ||||
Beginning balance at Dec. 31, 2020 | (550,632) | $ 70,906 | $ 126 | 102,417 | (639,348) | (13,827) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other comprehensive income | 4,287 | |||||
Net loss | (48,218) | |||||
Ending balance, shares at Jun. 30, 2021 | 23,081,000 | 125,538,000 | ||||
Ending balance at Jun. 30, 2021 | (545,871) | $ 70,906 | $ 126 | 151,109 | (687,566) | (9,540) |
Beginning balance, shares at Mar. 31, 2021 | 23,081,000 | 125,299,000 | ||||
Beginning balance at Mar. 31, 2021 | (553,620) | $ 70,906 | $ 126 | 106,288 | (649,171) | (10,863) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 213,000 | |||||
Issuance of common stock upon exercise of stock options | 136 | 136 | ||||
Issuance of common stock upon vesting of restricted stock awards and ESPP (in shares) | 32,000 | |||||
Shares surrendered for settlement of minimum statutory tax withholdings (in shares) | (6,000) | |||||
Shares surrendered for settlement of minimum statutory tax withholdings | (109) | (109) | ||||
Stock-based compensation | 44,810 | 44,810 | ||||
Special dividends | (16) | (16) | ||||
Other comprehensive income | 1,323 | 1,323 | ||||
Net loss | (38,395) | (38,395) | ||||
Ending balance, shares at Jun. 30, 2021 | 23,081,000 | 125,538,000 | ||||
Ending balance at Jun. 30, 2021 | (545,871) | $ 70,906 | $ 126 | 151,109 | (687,566) | (9,540) |
Beginning balance, shares at Dec. 31, 2021 | 198,084,000 | |||||
Beginning balance at Dec. 31, 2021 | 197,551 | $ 198 | 947,160 | (748,012) | (1,795) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 202,000 | |||||
Issuance of common stock upon exercise of stock options | 225 | 225 | ||||
Issuance of common stock upon vesting of restricted stock awards and ESPP (in shares) | 392,000 | |||||
Stock-based compensation | 22,346 | 22,346 | ||||
Shares repurchased (in shares) | (79,000) | |||||
Repurchased common stock | (1,102) | (1,102) | ||||
Other comprehensive income | 1,440 | 1,440 | ||||
Net loss | (30,609) | (30,609) | ||||
Ending balance, shares at Mar. 31, 2022 | 198,599,000 | |||||
Ending balance at Mar. 31, 2022 | 189,851 | $ 198 | 969,731 | (779,723) | (355) | |
Beginning balance, shares at Dec. 31, 2021 | 198,084,000 | |||||
Beginning balance at Dec. 31, 2021 | $ 197,551 | $ 198 | 947,160 | (748,012) | (1,795) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 258,000 | |||||
Shares repurchased (in shares) | (3,039,443) | |||||
Repurchased common stock | $ (39,200) | |||||
Other comprehensive income | 3,649 | |||||
Net loss | (43,788) | |||||
Ending balance, shares at Jun. 30, 2022 | 196,079,000 | |||||
Ending balance at Jun. 30, 2022 | 165,656 | $ 196 | 994,558 | (830,952) | 1,854 | |
Beginning balance, shares at Mar. 31, 2022 | 198,599,000 | |||||
Beginning balance at Mar. 31, 2022 | 189,851 | $ 198 | 969,731 | (779,723) | (355) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 174,000 | |||||
Issuance of common stock upon exercise of stock options | 1,262 | 1,262 | ||||
Issuance of common stock upon vesting of restricted stock awards and ESPP (in shares) | 268,000 | |||||
Issuance of common stock upon vesting of restricted stock awards | 0 | $ 1 | (1) | |||
Shares surrendered for settlement of minimum statutory tax withholdings (in shares) | (1,000) | |||||
Shares surrendered for settlement of minimum statutory tax withholdings | (30) | (30) | ||||
Stock-based compensation | 23,596 | 23,596 | ||||
Shares repurchased (in shares) | (2,961,000) | |||||
Repurchased common stock | (38,053) | $ (3) | (38,050) | |||
Other comprehensive income | 2,209 | 2,209 | ||||
Net loss | (13,179) | (13,179) | ||||
Ending balance, shares at Jun. 30, 2022 | 196,079,000 | |||||
Ending balance at Jun. 30, 2022 | $ 165,656 | $ 196 | $ 994,558 | $ (830,952) | $ 1,854 |
Unaudited Condensed Condensed C
Unaudited Condensed Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (43,788) | $ (48,218) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 10,933 | 7,829 |
Amortization of right-of-use asset | 852 | 0 |
Amortization of debt issuance costs | 112 | 1,273 |
Amortization of prior hedge effectiveness | 0 | 3,076 |
Impairment of other equity securities | 170 | 0 |
Impairment of long-lived assets | 0 | 379 |
Stock-based compensation | 44,712 | 48,584 |
Deferred income taxes | 1,955 | (1,612) |
Change in fair value of financial guarantee | 0 | (150) |
Change in fair value of derivative instruments | 0 | 28 |
Change in fair value of contingent consideration | (150) | 0 |
Unrealized foreign exchange loss (gain) | 3,405 | (401) |
Other | (1) | 4 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,357) | (2,308) |
Prepaid expenses and other current assets | (417) | (1,693) |
Other assets | (345) | (668) |
Accounts payable | (13,553) | 7,891 |
Accrued expenses and other liabilities | 8,156 | 3,195 |
Operating lease liabilities | (1,642) | 0 |
Income tax payable | 15 | (276) |
Deferred revenue | 16,700 | 23,763 |
Net cash provided by operating activities | 24,757 | 40,696 |
Cash flows from investing activities | ||
Proceeds from acquisition working capital adjustment | 307 | 0 |
Purchase of property and equipment | (10,379) | (6,004) |
Net cash used in investing activities | (10,072) | (6,004) |
Cash flows from financing activities | ||
Repayment of capital lease obligations | 0 | (16) |
Repayment of 2018 Term Loan | 0 | (2,675) |
Repayment of hybrid debt | 0 | (1,332) |
Payment of initial public offering costs | 0 | (2,794) |
Payment of contingent consideration | (600) | (500) |
Payment of special dividends | 0 | (47) |
Repurchase of common stock | (39,155) | 0 |
Shares surrendered for settlement of minimum statutory tax withholding | (30) | (209) |
Proceeds from issuance of stock under employee stock plans | 1,487 | 327 |
Net cash used in financing activities | (38,298) | (7,246) |
Effect of exchange rate changes on cash and cash equivalents | (147) | 56 |
Net (decrease) increase in cash and cash equivalents, and restricted cash equivalents | (23,760) | 27,502 |
Cash and cash equivalents, and restricted cash equivalents, at beginning of the period | 239,297 | 139,470 |
Cash and cash equivalents at end of the period | 215,537 | 166,972 |
Non-cash investing and financing activities | ||
Purchase of property and equipment included in accounts payable and accrued expenses and other current liabilities | 869 | 584 |
Change in fair value of hedged interest rate swaps and interest rate cap | 0 | (3,133) |
Capitalized stock-based compensation | 1,230 | 13 |
Deferred offering costs included in accounts payable and accrued expenses and other current liabilities | 0 | 2,678 |
Deferred financing costs included in accounts payable and accrued expenses and other current liabilities | 0 | 742 |
Right-of-use assets under operating leases | $ 7,814 | $ 0 |
Description of the Business
Description of the Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business LegalZoom.com, Inc., or the Company, was initially formed as a California corporation in 1999 and reincorporated as a Delaware corporation in 2007. LegalZoom.com, Inc., and its wholly owned subsidiaries, referred to herein as “we,” “us,” or “our,” has its executive headquarters in Glendale, California, its operational headquarters in Austin, Texas and additional locations in Frisco and San Antonio, Texas, Beaverton, Oregon and London in the United Kingdom, or U.K. We are a provider of services that meet the legal needs of small businesses and consumers. Our position at business inception allows us to become a trusted business advisor, supporting the evolving needs of a new business across its lifecycle. Along with formation, our offerings include ongoing compliance and tax advice and filings, trademark filings, and estate plans. Additionally, we have insights into our customers and leverage our offerings as a channel to introduce small businesses to leading brands in our partner ecosystem, solving even more of their business needs. Initial Public Offering The registration statement related to our initial public offering, or IPO, was declared effective on June 29, 2021, and our common stock began trading on the Nasdaq Global Select Market on June 30, 2021. On July 2, 2021, we completed our IPO for the sale of 19,121,000 shares of our common stock, $0.001 par value per share at an offering price of $28.00 per share, for proceeds of $505.9 million, net of underwriting discounts and commissions. In addition, we sold 2,868,150 shares of our common stock for net proceeds of $75.9 million pursuant to the full exercise of the underwriter’s option to purchase additional shares in connection with the IPO. In addition, on July 2, 2021, we sold 3,214,285 shares of our common stock in a private placement with an existing related party stockholder for proceeds of $85.0 million, net of underwriting discounts and commissions. We raised aggregate proceeds of $666.9 million from our IPO and private placement after deducting underwriting discounts and commissions. We incurred stock issuance costs of $5.6 million. Proceeds raised from our IPO were used to repay the full outstanding balance of $521.6 million on our 2018 Term Loan. Upon the completion of our IPO, 23,081,080 outstanding shares of redeemable convertible preferred stock with a carrying value of $70.9 million converted into 46,162,160 shares of common stock. Following the completion of the IPO, we have one class of authorized and outstanding common stock. Immediately upon the completion of our IPO, we filed an Amended and Restated Certificate of Incorporation, which authorized a total of 1,000,000,000 shares of common stock, $0.001 par value per share and 100,000,000 shares of preferred stock, par value $0.001 per share. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies A summary of the significant accounting policies we follow in the preparation of the accompanying unaudited condensed consolidated financial statements is set forth below. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America, or GAAP for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2021. The December 31, 2021 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. Our unaudited condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the unaudited condensed consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. There have been no significant changes in accounting policies during the three and six months ended June 30, 2022 from those disclosed in the annual consolidated financial statements for the year ended December 31, 2021 and the related notes, except as noted below in the Recently Adopted Accounting Pronouncements . The operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent liabilities in the unaudited condensed consolidated financial statements and accompanying notes. Estimates are used for, however not limited to, revenue recognition, sales allowances and credit reserves, available-for-sale debt securities, valuation of long-lived assets and goodwill, income taxes, commitments and contingencies, valuation of assets and liabilities acquired in business combinations and stock-based compensation. Actual results could differ materially from those estimates. The extent to which COVID-19 continues to impact our business and financial results will depend on numerous continuously evolving factors including, but not limited to, the magnitude and duration of COVID-19, including resurgences; the impact on our employees; the extent to which it will impact worldwide macroeconomic conditions, including interest rates, employment rates, and health insurance coverage; the speed and degree of the anticipated recovery, as well as variability in such recovery across different geographies, industries, and markets; and governmental and business reactions to the pandemic. We assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to us and the unknown future impacts of COVID-19 as of June 30, 2022 and through the date of the issuance of these unaudited condensed consolidated financial statements. The accounting matters assessed included, but were not limited to, our allowance for doubtful accounts, sales allowances, and the carrying value of goodwill and other long-lived assets. While there was not a material impact as a result of COVID-19 on our unaudited condensed consolidated financial statements at and for the three and six months ended June 30, 2022, our future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to our consolidated financial statements in future reporting periods. Significant accounting policies The Company’s significant accounting policies are detailed in "Note 2: Summary of Significant Accounting Policies" of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. On January 1, 2022, the Company adopted Accounting Standards Codification No. 842, Leases, with application to leases that existed as of the adoption date. Segment and Geographic Information Our Chief Executive Officer, as the Chief Operating Decision Maker, organizes our company, manages resource allocations, and measures performance on the basis of one operating segment. Revenue outside of the U.S., based on the location of the customer, represented less than 1% of our unaudited consolidated revenue for the three and six months ended June 30, 2022 and 2021, respectively. Our property and equipment located outside of the U.S. was less than 1% of our consolidated property and equipment as of June 30, 2022 and December 31, 2021. Foreign Currency The British Pound Sterling is the functional currency for our foreign subsidiaries. The financial statements of these foreign subsidiaries are translated to U.S. Dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for the period for revenue and expenses. Translation gains and losses are recorded in accumulated other comprehensive loss as a component of our unaudited consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit). We recognized foreign currency transaction losses of $2.0 million and gains of $0.3 million during the three months ended June 30, 2022 and 2021, respectively, and losses of $3.4 million and gains of $0.4 million during the six months ended June 30, 2022 and 2021, respectively. Concentrations of Credit Risk We maintain accounts in U.S. and U.K. banks with funds insured by the Federal Deposit Insurance Corporation, or FDIC, and the Financial Services Compensation Scheme, or FSCS, respectively. Our bank accounts may, at times, exceed the FDIC and FSCS insured limits. Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents. Management believes that we are not exposed to any significant credit risk related to our cash or cash equivalents and have not experienced any losses in such accounts. Due to a large and diverse customer base, no individual customer represented more than 1% of total revenue for the three and six months ended June 30, 2022 and 2021. At June 30, 2022 and December 31, 2021, there were no customers with an outstanding balance of 10% or more of our accounts receivable balance. Leases Financial information related to periods prior to adoption will be as originally reported under the Financial Accounting Standards Board, or FASB, Accounting Standard Codification, or ASC No. 840, Leases, or ASC 840. On January 1, 2022, we recorded operating lease right-of-use, or ROU assets of $5.7 million and operating lease liabilities of $5.9 million. The difference between the leased assets and lease liabilities represents the existing deferred rent liabilities balance at adoption, resulting from historical straight-line recognition of operating leases, which was reclassified upon adoption to reduce the measurement of the leased assets. The adoption of the standard did not have a material impact on our stockholders’ equity, results of operations, or cash flows. The new standard provides several optional practical expedients in transition. We elected the package of practical expedients permitted under the transition guidance, which eliminates the requirement to reassess whether a contract contains a lease and lease classification. We have also made accounting policy elections, including a short-term lease exception policy, permitting us to not apply the recognition requirements of this standard to short-term leases, which are leases with expected terms of 12 months or less, and an accounting policy to account for lease and certain non-lease components as a single component for certain classes of assets. Additionally, the Company used the portfolio approach when applying the discount rate selected based on the dollar amount and term of the obligation. We determined whether an arrangement is a lease, or contains a lease, at inception if we are able to identify an asset and can conclude we have the right to control the identified asset for a period of time. Leases are included in operating lease ROU assets and operating lease liabilities in the accompanying unaudited condensed consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheet. ROU assets represent our right to control an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use the incremental borrowing rate based on the information available at commencement date in determining the discount rate used to present value lease payments. We used the incremental borrowing rate on January 1, 2022 for operating leases that commenced on or prior to that date. The incremental borrowing rate used is estimated based on what we would be required to pay for a collateralized loan over a similar term. Our leases typically do not include any residual value guarantees, bargain purchase options, or asset retirement obligations. Our lease terms are only for periods in which we have enforceable rights. A lease is no longer enforceable when both the lessee and the lessor each have the right to terminate the lease without permission from the other party with no more than an insignificant penalty. Our lease terms are impacted by options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancelable lease term when determining the lease assets and liabilities. Our agreements may contain variable lease payments. We include variable lease payments that depend on an index or a rate and exclude those which depend on facts or circumstances occurring after the commencement date, other than the passage of time. Revenue Recognition We derive our revenue from the following sources: Transaction revenue —Transaction revenue is primarily generated from our customized legal document services upon fulfillment of these services. Transaction revenue includes filing fees and is net of cancellations, promotional discounts and sales allowances. Subscription revenue —Subscription revenue is generated primarily from subscriptions to our registered agent services, compliance packages, attorney advice, and legal forms services, in addition to software-as-a-service, or SaaS, subscriptions in the U.K. We generally recognize revenue from our subscriptions ratably over the subscription term. Subscription terms generally range from thirty days to one year. Subscription revenue includes the value allocated to bundled free-trials for our subscription services and is net of promotional discounts, cancellations, sales allowances and credit reserves and payments to third-party service providers such as legal plan law firms and tax service providers. Partner revenue —Partner revenue consists primarily of one-time or recurring fees earned from third-party providers from leads generated to such providers through our online legal platform. Revenue is recognized when the related performance-based criteria have been met. We assess whether performance criteria have been met on a cost-per-click or cost-per-action basis. Revenue from our transaction, subscription and partner revenue is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Transaction $ 66,532 $ 73,360 $ 130,616 $ 134,748 Subscription 91,285 69,384 175,672 134,877 Partner 6,050 7,688 11,788 15,439 Total revenue $ 163,867 $ 150,432 $ 318,076 $ 285,064 Recent Accounting Pronouncements Under the Jumpstart our Business Startups Act, or JOBS Act, we meet the definition of an emerging growth company. We have elected to use the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. To the extent that we no longer qualify as an emerging growth company, we will be required to adopt certain accounting pronouncements earlier than the adoption dates disclosed below which are for non-public business entities. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We adopted this guidance effective January 1, 2022. Refer to Note 7 for further details. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting , or Topic 848, that provides optional relief to applying reference rate reform to contracts, hedging relationships, and other transactions that reference the LIBOR, which has been discontinued as of the end of 2021. Also, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) — Scope, to clarify that cash flow hedges are eligible for certain optional expedients and exceptions for the application of subsequent assessment methods to assume perfect effectiveness as previously presented in ASU 2020-04. Topic 848 is effective immediately and may be applied through December 31, 2022. We have adopted the provisions of Topic 848 and the adoption did not have a material impact to our unaudited condensed consolidated financial statements. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , or Topic 326, which revises the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses on financial instruments, including, but not limited to, available-for-sale debt securities and accounts receivable. Based upon our current filing status, Topic 326 is effective for our annual reporting period beginning on January 1, 2023. We are currently evaluating the impact of the adoption of Topic 326 on our consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earnings per share computation. Based upon our current filing status, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We are currently evaluating the impact of the adoption on our consolidated financial statements. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement—Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820) , or Topic 820, which clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. Based upon our current filing status, the amendments are effective for fiscal years, beginning after December 15, 2024. We are currently evaluating the impact of the adoption on our consolidated financial statements. |
Other Financial Statement Infor
Other Financial Statement Information | 6 Months Ended |
Jun. 30, 2022 | |
Other Financial Information [Abstract] | |
Other Financial Statement Information | Other Financial Statement Information Accounts Receivable Changes in the allowance consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Beginning balance $ 3,633 $ 4,709 $ 4,060 $ 5,256 Add: amounts recognized as a reduction of revenue 2,471 1,445 4,193 3,027 Add: bad debt expense recognized in general and administrative expense 68 16 140 30 Less: write-offs, net of recoveries (1,664) (1,056) (3,885) (3,199) Ending balance $ 4,508 $ 5,114 $ 4,508 $ 5,114 The allowance recognized as a reduction of revenue primarily relates to our installment plan receivables for which we expect we will not be entitled to a portion of the transaction price based on our historical experience with similar transactions. The allowance recognized against general and administrative expense represents an allowance relating to receivables from partners that are no longer considered collectible. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): June 30, 2022 December 31, 2021 Prepaid expenses $ 9,292 $ 10,968 Deferred cost of revenue 2,118 1,819 Capitalized cloud computing development costs 869 867 Other current assets 1,581 2,935 Total prepaid expenses and other current assets $ 13,860 $ 16,589 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, 2022 December 31, 2021 Accrued payroll and related expenses $ 18,741 $ 21,858 Accrued vendor payables 15,003 18,239 Accrued advertising 11,621 426 Sales allowances 4,570 4,862 Accrued sales, use and business taxes 3,380 2,678 Other 2,505 2,754 Total accrued expenses and other current liabilities $ 55,820 $ 50,817 Depreciation and Amortization Depreciation and amortization expense of our property and equipment, including capitalized internal-use software, and intangible assets consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 2,184 $ 1,398 $ 4,254 $ 3,076 Sales and marketing 1,879 1,323 3,754 2,798 Technology and development 692 584 1,418 1,171 General and administrative 784 358 1,507 784 Total depreciation and amortization expense $ 5,539 $ 3,663 $ 10,933 $ 7,829 Deferred revenue Deferred revenue as of June 30, 2022 and December 31, 2021 was $164.3 million and $147.9 million, respectively. Revenue recognized in the three months ended June 30, 2022 and 2021 that was included in deferred revenue at March 31, 2022 and 2021 wa s $93.3 million and $77.5 million, respectively. Revenue recognized in the six months ended June 30, 2022 and 2021, respectively, that was included in deferred revenue as of December 31, 2021 and 2020 was $123.9 million and $102.3 million, respectively. . We have omitted disclosure on the transaction price allocated to remaining performance obligations and estimated timing of revenue recognition as our contracts with customers that have a duration of more than one year are immaterial. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Earth Class Mail, Inc. In November 2021, we acquired all of the outstanding equity interests in Earth Class Mail, Inc., or Earth Class Mail, a company that provides virtual mailbox solutions for small businesses, in line with our strategy to scale our existing business through building in-house adjacencies. The total cash paid was $61.2 million, inclusive of a working capital adjustment of $0.3 million. Intangible assets acquired from Earth Class Mail included customer relationships of $10.6 million, developed technology of $5.4 million and trade names of $0.2 million, which are being amortized over their estimated useful life using the straight-line method. Goodwill of $48.6 million arising from the acquisition consisted largely of the assembled workforce and synergies expected from combining Earth Class Mail into our operations. The purchase accounting for the Earth Class Mail acquisition remains incomplete with respect to acquired intangible assets as management continues to gather and evaluate information about circumstances that existed as of the acquisition date. Measurement period adjustments will be recognized in the reporting period in which the adjustment amounts are determined within 12 months from the acquisition date. |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt On July 2, 2021, we entered into an amended and restated credit and guaranty agreement, or 2021 Revolving Facility, providing for revolving borrowings of up to $150.0 million with an availability period of five years. Under the 2021 Revolving Facility, we can use up to $20.0 million in letters of credit as well as borrowings on same-day notice, referred to as swingline loans, in an amount of up to $10.0 million. Additional debt issuance costs of $0.8 million were allocated to the 2021 Revolving Facility. The interest rate applicable to the 2021 Revolving Facility is, at our option, at a rate equal to the greatest of (i) the administrative agent’s prime rate (ii) the federal funds effective rate plus 1/2 of 1.0% or (iii) one month LIBOR (subject to a 1.00% floor), plus 1.00% or LIBOR (subject to a 0.00% floor) plus 2.00%. The interest rate margins under the 2021 Revolving Facility are subject to a reduction of 0.25% and a further reduction of 0.25% upon achieving total net first lien leverage ratios of 3.50 to 1.00 and 2.50 to 1.00, respectively. We are required to pay a commitment fee in respect of unutilized commitments under the 2021 Revolving Facility. The commitment fee is, initially, 0.35% per annum. The commitment fee is subject to a reduction of 0.10% if the total net first lien leverage ratio does not exceed 3.50 to 1.00. We are also required to pay customary letter of credit fees and agency fees. We have the option to voluntarily repay outstanding loans under the 2021 Revolving Facility at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. There is no scheduled amortization under the 2021 Revolving Facility. Any principal amount outstanding is due and payable in full at maturity, five years from the closing date of the 2021 Revolving Facility. Obligations under the 2021 Revolving Facility are guaranteed by our existing and future direct and indirect material wholly-owned domestic subsidiaries, subject to certain exceptions. The 2021 Revolving Facility contains a number of covenants that, among other things, subject to certain exceptions, restrict our ability and the ability of our restricted subsidiaries to incur additional indebtedness and guarantee indebtedness; create or incur liens; pay dividends and distributions or repurchase capital stock; merge, liquidate and make asset sales; change lines of business; change our fiscal year; incur restrictions on our subsidiaries’ ability to make distributions and create liens; modify our organizational documents; make investments, loans and advances; and enter into certain transactions with affiliates. The 2021 Revolving Facility requires compliance with a total net first lien leverage ratio of 4.50 to 1.00, or Financial Covenant. The Financial Covenant will be tested at quarter-end only if the total principal amount of all revolving loans, swingline loans and drawn letters of credit that have not been reimbursed exceeds 35% of the total commitments under the 2021 Revolving Facility on the last day of such fiscal quarter. At June 30, 2022, and December 31, 2021, we had no amounts outstanding under our 2021 Revolving Facility or any outstanding letters of credit and were in compliance with all financial covenants. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Interest Rate Swaps At June 30, 2021, we held interest rate swap contracts with an aggregate notional amount of $395.0 million, which were designated as cash flow hedges. In July 2021, upon the full repayment of our 2018 Term Loan, our interest rate swaps were discontinued as cash flow hedges and were subsequently extinguished. Financial Guarantee In June 2021, our financial guarantee of the personal loan of a former executive officer was waived prior to our IPO. The associated restricted cash equivalent of $25.0 million became unrestricted and was reclassified to cash and cash equivalents. The change in fair value of our financial guarantee was not material to our unaudited condensed consolidated financial statements for the six months ended June 30, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases We conduct operations from certain leased facilities in various locations. At June 30, 2022, we had various non-cancelable operating leases for office space and equipment, which expire between July 31, 2022 and September 30, 2029, which represent the non-cancelable periods of the leases and include extension options that we determined are reasonably certain to be exercised. We exclude extension options that are not reasonably certain to be exercised from our lease terms. Our lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms. We often receive customary incentives from our landlords, such as reimbursements for tenant improvements and rent abatement periods, which effectively reduce the total lease payments owed for these leases. Operating lease ROU assets and liabilities on our condensed consolidated balance sheets represent the present value of our remaining lease payments over the remaining lease terms. We do not allocate lease payments to non-lease components. We use our incremental borrowing rate to calculate the present value of our lease payments, as the implicit rates in our leases are not readily determinable. At June 30, 2022, the maturities of our remaining operating lease liabilities were as follows (in thousands, except years and percentages): June 30, 2022 2022 $ 898 2023 1,763 2024 1,355 2025 814 2026 776 Thereafter 1,304 Total minimum lease payments $ 6,910 Less: Effects of discounting 526 Present value of lease liabilities under ASC 842 6,384 Less: current portion 1,542 Long-term lease liabilities $ 4,842 Weighted-average remaining lease term 4.8 years Weighted-average incremental borrowing rate 3.25 % The component of our lease costs included in our unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2022, were as follows (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Lease cost Operating lease cost $ 524 $ 939 Other variable cost 61 177 Net lease cost $ 585 $ 1,116 At June 30, 2022, we had lease agreements with commencement dates beginning on or after July 1, 2022. The total future aggregate minimum lease payments for such lease agreements calculated under ASC 842 were as follows (in thousands): Operating Leases 2022 $ 134 2023 807 2024 832 2025 857 2026 882 Thereafter 2,644 Total minimum lease payments $ 6,156 Less: Effects of discounting 707 Present value of lease liabilities under ASC 842 $ 5,449 Total future aggregate minimum lease payments calculated under ASC 840 as of December 31, 2021 were as follows (in thousands): Operating 2022 $ 2,372 2023 1,101 2024 867 2025 550 2026 505 Thereafter 1,033 Total minimum lease payments under ASC 840 $ 6,428 Advertising, Media and Other Commitments We use a variety of media to advertise our services, including search engine marketing, television and radio. At June 30, 2022, we had non-cancelable minimum advertising and media commitments for future advertising spots of $17.1 million, substantially all of which will be paid over a two year period. We also have non-cancelable agreements with various vendors, which require us to pay $55.4 million over a 5-year period, of which $42.2 million remains to be paid as of June 30, 2022. Legal Proceedings We received a demand letter dated April 20, 2020 from service partner Dun & Bradstreet alleging that Dun & Bradstreet had overpaid us for services. The letter alleges these overpayments occurred between 2015 and 2019, amounted to $5.6 million, and were caused by overreporting by us. The parties have continued to negotiate, and no claim has been filed. We deny and will continue to deny all of the allegations and claims asserted by Dun & Bradstreet, including, but not limited to, any allegation that Dun & Bradstreet has suffered any harm or damages. We believe we have meritorious defenses to the claims and will vigorously defend any action. While there is at least a reasonable possibility that a loss may be incurred, we have not recorded any loss or accrual in the accompanying unaudited condensed consolidated financial statements at June 30, 2022 for this matter as a loss is not probable. In July 2021, Legalinc Corporate Services Inc., LegalZoom’s wholly owned subsidiary, or Legalinc, received a citation from the Wyoming Secretary of State of Wyoming regarding Legalinc’s registered agent services in Wyoming. The citation alleges that Legalinc failed to comply with Wyoming’s Registered Offices and Agents Act when carrying out its registered agent business in the state, and assessed an initial $4.1 million penalty and revoked Legalinc’s status as a commercial registered agent in Wyoming. Legalinc has requested a hearing to review the matter and is engaging in negotiations with the State. We are unable to predict the ultimate outcome of this matter. While there is at least a reasonable possibility that a loss may be incurred, we have not recorded any loss or accrual in the accompanying unaudited condensed consolidated financial statements at June 30, 2022 for this matter as a loss is not probable. If this matter is not resolved in our favor, the losses arising from the result of a final ruling, hearing or settlements may have a material adverse effect on our results of operations, cash flows and financial condition. From time to time, we may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. Other than those described above and in our Annual Report on Form 10-K, we are not currently a party to any material legal proceedings, nor are we aware of any pending or threatened litigation that could have a material adverse effect on our results of operations, cash flows, and financial condition, should such litigation be resolved unfavorably. Indemnifications Indemnification provisions in our third-party service provider agreements provide that we will indemnify, hold harmless, and reimburse the indemnified parties on a case-by-case basis for losses suffered or incurred by the indemnified parties in connection with any claim by any third-party as a result of our website, advertising, marketing, payment processing, collection or customer service activities. The maximum potential amount of future payments we could be required to make under these indemnification provisions is undeterminable. No amounts have been accrued or have been paid during any period presented as we believe the fair value of these indemnification obligations is immaterial. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Share Repurchase Program On March 1, 2022, our board of directors approved a share repurchase program authorizing us to repurchase up to $150.0 million of our common stock. Stock repurchases under this program may be made through any manner, including open market transactions, accelerated share repurchase agreements, or privately negotiated transactions with third parties, and in such amounts as management deems appropriate. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our shares of common stock under this authorization. This program does not obligate us to acquire any particular amount of common stock and may be modified, suspended or terminated at any time at the discretion of our board of directors. During the six months ended June 30, 2022, using the Rule 10b5-1 plans, we repurchased a total of 3,039,443 shares of our common stock through open market purchases at an average per share price of $12.88 for a total repurchase of $39.2 million including broker commission. The repurchases were recorded as a reduction to stockholders' equity. We have made additional repurchases under the share repurchase program subsequent to June 30, 2022 of 1,537,158 shares of our common stock through open market purchases, amounting to $15.1 million, as of the date of filing. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Stock-based Compensation Expense We recorded stock-based compensation expense in the following categories in the accompanying unaudited condensed consolidated statements of operations and balance sheets (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 1,331 $ 762 $ 1,608 $ 821 Sales and marketing 3,536 5,143 6,661 5,350 Technology and development 4,148 17,619 8,446 18,145 General and administrative 13,832 21,430 27,997 24,580 Total stock-based compensation expense 22,847 44,954 44,712 48,896 Amount capitalized to internal-use software 749 13 1,230 26 Total stock-based compensation expense $ 23,596 $ 44,967 $ 45,942 $ 48,922 The change in compensation expense is due to certain award modifications in connection with our IPO in 2021 as described in “Modification of Stock-Based Compensation Awards” below. Stock Options Stock option activity for the six months ended June 30, 2022 is as follows (in thousands, except weighted-average exercise price and remaining contract life): Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2021 15,274 $ 10.47 8.0 $ 97,094 Granted 2,766 14.15 Exercised (258) 1.11 Cancelled/forfeited (10) 1.16 Outstanding at June 30, 2022 17,772 $ 11.15 7.9 $ 21,781 Vested and expected to vest at June 30, 2022 17,764 $ 11.19 7.9 $ 21,757 Exercisable at June 30, 2022 8,516 $ 9.21 7.3 $ 15,200 There was a realized tax benefit of, $0.6 million and $2.5 million for tax deductions from stock options exercised during the three and six months ended June 30, 2022, respectively, and $3.2 million and $5.5 million for tax deductions from stock options exercised during the three and six months ended June 30, 2021, respectively. At June 30, 2022, total unrecognized stock-based compensation expense is $50.8 million, which is expected to be recognized over a weighted-average period of 2.5 years. The weighted-average assumptions that were used to calculate the grant-date fair value of our stock option grants using the Black-Scholes option pricing model were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Expected life (years) — 5.4 5.6 5.4 Risk-free interest rate — % 1.0 % 2.6 % 1.0 % Expected volatility — % 45.6 % 47.6 % 45.6 % Expected dividend yield — — % — — % In June 2021, we granted 970,970 options to our executive officers that were contingent on the effectiveness of the registration statement of our IPO, which occurred on June 29, 2021, or IPO Options. Because the number of options and exercise price of the IPO Options were based on the IPO price to the public, the grant date for accounting purposes was not established until the effective date of our IPO. As the IPO was a performance condition, no stock-based compensation expense was recognized until our IPO registration statement was declared effective. The related stock-based compensation expense for the three and six months ended June 30, 2022 was $1.5 million and $2.9 million, respectively and the remaining stock-based compensation of $5.3 million will be recognized over a weighted-average requisite service period of approximately 3.1 years. Restricted Stock Units Restricted stock unit, or RSU, activity for the six months ended June 30, 2022 is as follows (in thousands, except weighted-average grant-date fair value): Number of Units Weighted- Unvested at December 31, 2021 3,577 $ 21.52 Granted 5,310 13.96 Cancelled/forfeited (432) 14.83 Vested (663) 20.01 Unvested at June 30, 2022 7,792 $ 16.94 RSUs are measured based on the fair market value of the underlying stock on the date of grant and recognized as expense over the employee’s requisite service period.At June 30, 2022, total remaining stock-based compensation expense for unvested RSU awards is $101.8 million, which is expected to be recognized over a weighted-average period of 3.3 years. In June 2021, we granted 388,389 RSUs with a value of $10.9 million to our executive officers that were contingent on the effectiveness of the registration statement of our IPO, or IPO RSUs. As the IPO was a performance condition, no stock-based compensation expense was recognized until our IPO registration statement was declared effective. Stock-based compensation expense for the three and six months ended June 30, 2022 was $1.4 million and $2.8 million, respectively, and the remaining stock-based compensation of $5.1 million is expected to be recognized over a weighted-average period of 3.1 years. In 2021, we granted 1,338,028 liquidity event RSUs, or LERSUs, to various employees, which only vest upon the achievement of up to four-years of service and upon the consummation of a change-in-control, or CIC event, which included an IPO. If the recipient’s employment terminates for any reason other than for cause, the recipient shall retain any service-vested LERSUs until 6.5 years from the date of grant or the earlier settlement of the service-vested LERSUs upon the consummation of a CIC event. For the LERSUs, recognition of expense does not occur until the consummation of a CIC event and expense is recognized thereafter for any remaining service period, as such events are not considered probable of occurring prior to the CIC event for stock-based compensation purposes. Upon the effective date of our IPO registration statement on June 29, 2021, we commenced recognition of stock-based compensation for all LERSUs as the CIC performance event and service conditions for vested RSUs were satisfied. Stock-based compensation expense for these LERSUs of $4.1 million and $10.5 million, was recognized on a graded vesting basis during the three and six months ended June 30, 2022, respectively. In March 2021, we granted 30,434 RSUs to various employees where the RSUs will vest depending upon the appreciation of the fair value of our common stock compared to the grant-date fair value of our common stock and upon the consummation of a CIC event, which included an IPO, merger, acquisition, or sale of more than 50% of our assets, or performance RSUs. The performance RSUs vest on a linear basis, starting at 0% with a fair value of our common stock equal to $19.64 per share and ending at 100% upon reaching a fair value of our common stock of $29.46 per share. The performance options were subsequently modified in June 2021, prior to the effective date of our IPO registration statement, as discussed below. Stock-option and RSU activity described above, including total stock-based compensation expense recognized and total remaining stock-based compensation expense, is inclusive of awards modified during the period as discussed below. Modification of Stock-Based Compensation Awards In June 2021, we modified the vesting conditions of certain stock options and RSUs as described below. We modified the vesting conditions of 4,477,218 outstanding performance options of certain executive officers and employees so that the performance options do not fully vest immediately upon an IPO. Instead, subject to and contingent upon the effective date of an IPO, the modified performance options for executive officers will vest monthly over a four-year period from their original vesting commencement dates and the modified performance options of certain employees will vest 25% on the first anniversary from the vesting commencement date, and then vest monthly over the remaining service period, subject to continued employment through the applicable vesting dates. As the modified awards contain a performance condition that is satisfied upon an IPO, we remeasured the fair value of the performance options on the date of modification. This new fair value of $76.6 million will be recognized as stock-based compensation expense using the graded vesting method, with an immediate stock-based compensation expense recognized on the effective date of our IPO registration statement for the modified performance options for which the service vesting condition was satisfied on or prior to the effective date of the IPO registration statement, and all remaining compensation expense will be recognized thereafter over the remaining service period. We recognized stock-based compensation of $5.6 million and $12.7 million during the three and six months ended June 30, 2022, respectively. We modified the vesting conditions of 3,627,936 outstanding 2019 performance options of an executive officer so that in the event of an IPO, the modified 2019 performance options will vest monthly over a four-year period from the original vesting commencement date in 2019, subject to continued employment of the executive officer, rather than vesting upon the fourth anniversary of the original date of grant based on achieving certain stock price thresholds. Incremental stock-based compensation expense as a result of this modification was $11.4 million. Upon our IPO, we recognized stock-based compensation expense for the modified 2019 performance options for which the service vesting condition was satisfied on or prior to the effective date of the IPO registration statement, and all remaining compensation will be recognized thereafter over the remaining service period using the graded vesting method. We recognized stock-based compensation of $1.4 million and $3.2 million, during the three and six months ended June 30, 2022, respectively. We modified the vesting conditions of 111,902 outstanding performance RSUs of certain employees so that the modified performance RSUs do not vest immediately upon an IPO. Instead, subject to and contingent upon the effective date of an IPO registration statement, the modified performance RSUs vest 25% on the first anniversary from their respective vesting commencement dates, then monthly over the remaining service period, subject to the continued employment through the applicable vesting dates. As the modified RSUs contain a performance condition that is satisfied upon an IPO, we remeasured the fair value of the performance RSUs on the date of modification. This new fair value of approximately $2.9 million will be recognized as stock-based compensation expense using the graded vesting method, with an immediate stock-based compensation expense recognized on the effective date of our IPO registration statement for the performance RSUs for which the service vesting condition was satisfied on or prior to the effective date of the IPO registration statement, and all remaining compensation will be recognized thereafter over the remaining service period. We recognized stock-based compensation expense of $0.1 million and $0.3 million during the three and six months ended June 30, 2022, respectively. We modified the vesting conditions of 1,725,942 outstanding LERSUs and 1,706,888 outstanding time-based options of certain executive officers to amend the severance vesting acceleration benefit applicable for the LERSUs and to remove the CIC event vesting acceleration benefit for the time-based options. There was no incremental stock-based compensation associated with the modification of the time-based options. We remeasured the fair value of the LERSUs on the date of modification and this new fair value of approximately $43.3 million will be recognized using the graded vesting method, with an immediate stock-based compensation expense recognized on the effective date of our IPO registration statement for the modified LERSUs that have satisfied the service-vesting condition on or prior to the effective date of our IPO registration statement, and all remaining compensation will be recognized thereafter over the remaining service period. We recognized stock-based compensation expense of $3.5 million and $8.1 million, during the three and six months ended June 30, 2022, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We account for income taxes in accordance with ASC 740, Income Ta xes, which requires an estimate of the annual effective tax rate for the full year to be applied to the interim period, taking into account year-to-date amounts and projected results for the full year. Our effective tax rate could fluctuate significantly from quarter to quarter based on recurring and nonrecurring factors including, but not limited to: variations in the estimated and actual level of pre-tax income or loss by jurisdiction; changes in enacted tax laws and regulations, and interpretations thereof, including with respect to tax credits and state and local income taxes; developments in tax audits and other matters; recognition of excess tax benefits and tax deficiencies from stock-based compensation and certain nondeductible expenses. Changes in judgment from the evaluation of new information resulting in the recognition, derecognition, or remeasurement of a tax position taken in a prior annual period are recognized separately in the quarter of the change. We recorded a benefit from income taxes of $0.5 million and provision for income taxes of $2.0 million for the three months ended June 30, 2022 and 2021, respectively and provision for income taxes of $2.5 million and benefit from income taxes of $0.9 million for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate for the three months ended June 30, 2022 and 2021 was 3.3% and (5.5)%, respectively. For the six months ended June 30, 2022 and 2021, the effective tax rate was (6.1)% and 1.9%, respectively. The difference from the federal statutory rate of 21% primarily due to the recognition of significant non-deductible stock-based compensation and other discrete adjustments. Gross unrecognized tax benefits were $8.2 million and $7.9 million as of June 30, 2022 and December 31, 2021, respectively. The gross unrecognized tax benefits, if recognized by us, will result in a reduction of approximately $8.2 million, excluding interest and penalties, to the provision for income taxes thereby favorably impacting our effective tax rate. Our policy is to recognize interest and penalties related to income tax matters in income tax expense. For the periods presented, interest and penalties related to income tax positions were not material to our unaudited condensed consolidated financial statements. We are subject to taxation and file income tax returns in the U.S. federal, state, and foreign jurisdictions. The federal income tax return for the years 2018 through 2021 and state income tax returns for the tax years 2008 through 2021 remain open to examination. We are under examination in two states which are not expected to have an impact on our results of operations, cash flows and financial condition. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The following table shows the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (13,179) $ (38,395) $ (43,788) $ (48,218) Net loss attributable to common stockholders—basic and diluted (13,179) (38,395) (43,788) (48,218) Denominator: Weighted-average common stock used in computing net loss per share attributable to common stockholders—basic and diluted 197,819 125,423 198,040 125,245 Net loss per share attributable to common stockholders—basic and diluted $ (0.07) $ (0.31) $ (0.22) $ (0.38) The following table presents the number of options, RSUs and restricted stock excluded from the calculation of diluted net loss per share attributable to common stockholders because they are anti-dilutive (in thousands): Six Months Ended June 30, 2022 2021 Options to purchase common stock 17,772 15,666 RSUs 7,792 3,795 Employee stock purchase plan 83 — Restricted stock — 50 Total 25,647 19,511 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 — Quoted prices in active markets for identical assets and liabilities. Level 2 — Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. At June 30, 2022 and December 31, 2021, our financial assets and liabilities recorded at fair value on a recurring basis consisted of cash equivalents and available-for-sale debt securities. Cash equivalents consisted of a money market fund valued using quoted prices in active markets, which represent Level 1 inputs in the fair value hierarchy. The available-for-sale debt securities were valued using a Monte Carlo simulation, which include inputs that represent Level 3 inputs in the fair value hierarchy. The carrying amounts of accounts receivable, accounts payable and accrued expenses and other current liabilities approximate fair values because of the short-term nature of these items. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): As of June 30, 2022 Level 1 Level 2 Level 3 Available-for-sale debt securities $ — $ — $ 1,182 Money market fund 80,276 — — Total assets $ 80,276 $ — $ 1,182 As of December 31, 2021 Level 1 Level 2 Level 3 Available-for-sale debt securities $ — $ — $ 1,122 Money market fund 30,215 — — Total assets $ 30,215 $ — $ 1,122 Contingent consideration — — 750 Total liabilities $ — $ — $ 750 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income Changes in accumulated other comprehensive (loss) income consisted of the following: As of June 30, 2022 (in thousands) Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Beginning balance at December 31, 2021 $ (2,078) $ — $ (2,078) Change during period 1,402 — 1,402 Ending balance at March 31, 2022 (676) — (676) Change during period 2,209 — 2,209 Ending balance at June 30, 2022 $ 1,533 $ — $ 1,533 Available-for-sale debt securities: Beginning balance at December 31, 2021 $ 331 $ (48) $ 283 Unrealized gains 51 (13) 38 Ending balance at March 31 and June 30, 2022 $ 382 $ (61) $ 321 Accumulated other comprehensive (loss) income: Beginning balance at December 31, 2021 $ (1,747) $ (48) $ (1,795) Other comprehensive income 1,453 (13) 1,440 Ending balance at March 31, 2022 (294) (61) (355) Other comprehensive income 2209 — 2,209 Ending balance at June 30, 2022 $ 1,915 $ (61) $ 1,854 As of June 30, 2021 (in thousands) Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Beginning balance at December 31, 2020 $ (3,014) $ — $ (3,014) Change during period (147) — (147) Ending balance at March 31, 2021 (3,161) — (3,161) Change during period (204) — (204) Ending balance at June 30, 2021 $ (3,365) — (3,365) Available-for-sale debt securities: Beginning balance at December 31, 2020 $ 281 $ (36) $ 245 Unrealized gains 17 (4) 13 Ending balance at March 31, 2021 298 (40) 258 Unrealized loss (56) 15 (41) Ending balance at June 30, 2021 $ 242 $ (25) $ 217 Cash flow hedges: Beginning balance at December 31, 2020 $ (14,708) $ 3,650 $ (11,058) Unrealized gain on interest rate swaps and cap 2,772 (691) 2,081 Reclassification of losses from interest rate cap to net loss 28 (8) 20 Reclassification of prior hedge effectiveness to net loss 1,328 (331) 997 Ending balance at March 31, 2021 (10,580) 2,620 (7,960) Unrealized gain on interest rate swaps 360 (90) 270 Reclassification of prior hedge effectiveness to net loss 1,748 (450) 1,298 Ending balance at June 30, 2021 $ (8,472) $ 2,080 $ (6,392) Accumulated other comprehensive loss: Beginning balance at December 31, 2020 $ (17,441) $ 3,614 $ (13,827) Other comprehensive income 3,998 (1,034) 2,964 Ending balance at March 31, 2021 (13,443) 2,580 (10,863) Other comprehensive income 1,848 (525) 1,323 Ending balance at June 30, 2021 $ (11,595) $ 2,055 $ (9,540) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsIn August 2022, we acquired all of the assets in a business providing registered agent services and corporate compliance solutions. The total purchase price was $4.1 million, subject to customary adjustments, which was paid at closing and funded by our available cash on hand. We are currently evaluating the purchase price allocation for this transaction. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America, or GAAP for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2021. The December 31, 2021 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. Our unaudited condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the unaudited condensed consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. There have been no significant changes in accounting policies during the three and six months ended June 30, 2022 from those disclosed in the annual consolidated financial statements for the year ended December 31, 2021 and the related notes, except as noted below in the Recently Adopted Accounting Pronouncements . The operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent liabilities in the unaudited condensed consolidated financial statements and accompanying notes. Estimates are used for, however not limited to, revenue recognition, sales allowances and credit reserves, available-for-sale debt securities, valuation of long-lived assets and goodwill, income taxes, commitments and contingencies, valuation of assets and liabilities acquired in business combinations and stock-based compensation. Actual results could differ materially from those estimates. The extent to which COVID-19 continues to impact our business and financial results will depend on numerous continuously evolving factors including, but not limited to, the magnitude and duration of COVID-19, including resurgences; the impact on our employees; the extent to which it will impact worldwide macroeconomic conditions, including interest rates, employment rates, and health insurance coverage; the speed and degree of the anticipated recovery, as well as variability in such recovery across different geographies, industries, and markets; and governmental and business reactions to the pandemic. We assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to us and the unknown future impacts of COVID-19 as of June 30, 2022 and through the date of the issuance of these unaudited condensed consolidated financial statements. The accounting matters assessed included, but were not limited to, our allowance for doubtful accounts, sales allowances, and the carrying value of goodwill and other long-lived assets. While there was not a material impact as a result of COVID-19 on our unaudited condensed consolidated financial statements at and for the three and six months ended June 30, 2022, our future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to our consolidated financial statements in future reporting periods. |
Segment and Geographic Information | Segment and Geographic Information Our Chief Executive Officer, as the Chief Operating Decision Maker, organizes our company, manages resource allocations, and measures performance on the basis of one operating segment. |
Foreign Currency | Foreign CurrencyThe British Pound Sterling is the functional currency for our foreign subsidiaries. The financial statements of these foreign subsidiaries are translated to U.S. Dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for the period for revenue and expenses. Translation gains and losses are recorded in accumulated other comprehensive loss as a component of our unaudited consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit). |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain accounts in U.S. and U.K. banks with funds insured by the Federal Deposit Insurance Corporation, or FDIC, and the Financial Services Compensation Scheme, or FSCS, respectively. Our bank accounts may, at times, exceed the FDIC and FSCS insured limits. Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents. Management believes that we are not exposed to any significant credit risk related to our cash or cash equivalents and have not experienced any losses in such accounts. |
Leases | Leases Financial information related to periods prior to adoption will be as originally reported under the Financial Accounting Standards Board, or FASB, Accounting Standard Codification, or ASC No. 840, Leases, or ASC 840. On January 1, 2022, we recorded operating lease right-of-use, or ROU assets of $5.7 million and operating lease liabilities of $5.9 million. The difference between the leased assets and lease liabilities represents the existing deferred rent liabilities balance at adoption, resulting from historical straight-line recognition of operating leases, which was reclassified upon adoption to reduce the measurement of the leased assets. The adoption of the standard did not have a material impact on our stockholders’ equity, results of operations, or cash flows. The new standard provides several optional practical expedients in transition. We elected the package of practical expedients permitted under the transition guidance, which eliminates the requirement to reassess whether a contract contains a lease and lease classification. We have also made accounting policy elections, including a short-term lease exception policy, permitting us to not apply the recognition requirements of this standard to short-term leases, which are leases with expected terms of 12 months or less, and an accounting policy to account for lease and certain non-lease components as a single component for certain classes of assets. Additionally, the Company used the portfolio approach when applying the discount rate selected based on the dollar amount and term of the obligation. We determined whether an arrangement is a lease, or contains a lease, at inception if we are able to identify an asset and can conclude we have the right to control the identified asset for a period of time. Leases are included in operating lease ROU assets and operating lease liabilities in the accompanying unaudited condensed consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheet. ROU assets represent our right to control an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use the incremental borrowing rate based on the information available at commencement date in determining the discount rate used to present value lease payments. We used the incremental borrowing rate on January 1, 2022 for operating leases that commenced on or prior to that date. The incremental borrowing rate used is estimated based on what we would be required to pay for a collateralized loan over a similar term. Our leases typically do not include any residual value guarantees, bargain purchase options, or asset retirement obligations. Our lease terms are only for periods in which we have enforceable rights. A lease is no longer enforceable when both the lessee and the lessor each have the right to terminate the lease without permission from the other party with no more than an insignificant penalty. Our lease terms are impacted by options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancelable lease term when determining the lease assets and liabilities. |
Revenue Recognition | Revenue Recognition We derive our revenue from the following sources: Transaction revenue —Transaction revenue is primarily generated from our customized legal document services upon fulfillment of these services. Transaction revenue includes filing fees and is net of cancellations, promotional discounts and sales allowances. Subscription revenue —Subscription revenue is generated primarily from subscriptions to our registered agent services, compliance packages, attorney advice, and legal forms services, in addition to software-as-a-service, or SaaS, subscriptions in the U.K. We generally recognize revenue from our subscriptions ratably over the subscription term. Subscription terms generally range from thirty days to one year. Subscription revenue includes the value allocated to bundled free-trials for our subscription services and is net of promotional discounts, cancellations, sales allowances and credit reserves and payments to third-party service providers such as legal plan law firms and tax service providers. Partner revenue —Partner revenue consists primarily of one-time or recurring fees earned from third-party providers from leads generated to such providers through our online legal platform. Revenue is recognized when the related performance-based criteria have been met. We assess whether performance criteria have been met on a cost-per-click or cost-per-action basis. |
Recent Accounting Pronouncements, Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Under the Jumpstart our Business Startups Act, or JOBS Act, we meet the definition of an emerging growth company. We have elected to use the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. To the extent that we no longer qualify as an emerging growth company, we will be required to adopt certain accounting pronouncements earlier than the adoption dates disclosed below which are for non-public business entities. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We adopted this guidance effective January 1, 2022. Refer to Note 7 for further details. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting , or Topic 848, that provides optional relief to applying reference rate reform to contracts, hedging relationships, and other transactions that reference the LIBOR, which has been discontinued as of the end of 2021. Also, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) — Scope, to clarify that cash flow hedges are eligible for certain optional expedients and exceptions for the application of subsequent assessment methods to assume perfect effectiveness as previously presented in ASU 2020-04. Topic 848 is effective immediately and may be applied through December 31, 2022. We have adopted the provisions of Topic 848 and the adoption did not have a material impact to our unaudited condensed consolidated financial statements. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , or Topic 326, which revises the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses on financial instruments, including, but not limited to, available-for-sale debt securities and accounts receivable. Based upon our current filing status, Topic 326 is effective for our annual reporting period beginning on January 1, 2023. We are currently evaluating the impact of the adoption of Topic 326 on our consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earnings per share computation. Based upon our current filing status, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We are currently evaluating the impact of the adoption on our consolidated financial statements. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement—Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820) , or Topic 820, which clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. Based upon our current filing status, the amendments are effective for fiscal years, beginning after December 15, 2024. We are currently evaluating the impact of the adoption on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Revenue Recognition | Revenue from our transaction, subscription and partner revenue is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Transaction $ 66,532 $ 73,360 $ 130,616 $ 134,748 Subscription 91,285 69,384 175,672 134,877 Partner 6,050 7,688 11,788 15,439 Total revenue $ 163,867 $ 150,432 $ 318,076 $ 285,064 |
Other Financial Statement Inf_2
Other Financial Statement Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Financial Information [Abstract] | |
Summary of Changes in the Allowance | Changes in the allowance consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Beginning balance $ 3,633 $ 4,709 $ 4,060 $ 5,256 Add: amounts recognized as a reduction of revenue 2,471 1,445 4,193 3,027 Add: bad debt expense recognized in general and administrative expense 68 16 140 30 Less: write-offs, net of recoveries (1,664) (1,056) (3,885) (3,199) Ending balance $ 4,508 $ 5,114 $ 4,508 $ 5,114 |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): June 30, 2022 December 31, 2021 Prepaid expenses $ 9,292 $ 10,968 Deferred cost of revenue 2,118 1,819 Capitalized cloud computing development costs 869 867 Other current assets 1,581 2,935 Total prepaid expenses and other current assets $ 13,860 $ 16,589 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, 2022 December 31, 2021 Accrued payroll and related expenses $ 18,741 $ 21,858 Accrued vendor payables 15,003 18,239 Accrued advertising 11,621 426 Sales allowances 4,570 4,862 Accrued sales, use and business taxes 3,380 2,678 Other 2,505 2,754 Total accrued expenses and other current liabilities $ 55,820 $ 50,817 |
Summary of Depreciation and Amortization Expense | Depreciation and amortization expense of our property and equipment, including capitalized internal-use software, and intangible assets consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 2,184 $ 1,398 $ 4,254 $ 3,076 Sales and marketing 1,879 1,323 3,754 2,798 Technology and development 692 584 1,418 1,171 General and administrative 784 358 1,507 784 Total depreciation and amortization expense $ 5,539 $ 3,663 $ 10,933 $ 7,829 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Payments for Operating Leases | At June 30, 2022, the maturities of our remaining operating lease liabilities were as follows (in thousands, except years and percentages): June 30, 2022 2022 $ 898 2023 1,763 2024 1,355 2025 814 2026 776 Thereafter 1,304 Total minimum lease payments $ 6,910 Less: Effects of discounting 526 Present value of lease liabilities under ASC 842 6,384 Less: current portion 1,542 Long-term lease liabilities $ 4,842 Weighted-average remaining lease term 4.8 years Weighted-average incremental borrowing rate 3.25 % At June 30, 2022, we had lease agreements with commencement dates beginning on or after July 1, 2022. The total future aggregate minimum lease payments for such lease agreements calculated under ASC 842 were as follows (in thousands): Operating Leases 2022 $ 134 2023 807 2024 832 2025 857 2026 882 Thereafter 2,644 Total minimum lease payments $ 6,156 Less: Effects of discounting 707 Present value of lease liabilities under ASC 842 $ 5,449 |
Lease, Cost | The component of our lease costs included in our unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2022, were as follows (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Lease cost Operating lease cost $ 524 $ 939 Other variable cost 61 177 Net lease cost $ 585 $ 1,116 |
Schedule of Future Minimum Rental Payments for Operating Leases | Total future aggregate minimum lease payments calculated under ASC 840 as of December 31, 2021 were as follows (in thousands): Operating 2022 $ 2,372 2023 1,101 2024 867 2025 550 2026 505 Thereafter 1,033 Total minimum lease payments under ASC 840 $ 6,428 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Based Compensation Cost | We recorded stock-based compensation expense in the following categories in the accompanying unaudited condensed consolidated statements of operations and balance sheets (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 1,331 $ 762 $ 1,608 $ 821 Sales and marketing 3,536 5,143 6,661 5,350 Technology and development 4,148 17,619 8,446 18,145 General and administrative 13,832 21,430 27,997 24,580 Total stock-based compensation expense 22,847 44,954 44,712 48,896 Amount capitalized to internal-use software 749 13 1,230 26 Total stock-based compensation expense $ 23,596 $ 44,967 $ 45,942 $ 48,922 |
Schedule of Stock Options Activity | Stock option activity for the six months ended June 30, 2022 is as follows (in thousands, except weighted-average exercise price and remaining contract life): Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2021 15,274 $ 10.47 8.0 $ 97,094 Granted 2,766 14.15 Exercised (258) 1.11 Cancelled/forfeited (10) 1.16 Outstanding at June 30, 2022 17,772 $ 11.15 7.9 $ 21,781 Vested and expected to vest at June 30, 2022 17,764 $ 11.19 7.9 $ 21,757 Exercisable at June 30, 2022 8,516 $ 9.21 7.3 $ 15,200 |
Schedule of Fair Value Assumptions and Techniques for Stock Options | The weighted-average assumptions that were used to calculate the grant-date fair value of our stock option grants using the Black-Scholes option pricing model were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Expected life (years) — 5.4 5.6 5.4 Risk-free interest rate — % 1.0 % 2.6 % 1.0 % Expected volatility — % 45.6 % 47.6 % 45.6 % Expected dividend yield — — % — — % |
Summary of Restricted Stock Unit Activity | Restricted Stock Units Restricted stock unit, or RSU, activity for the six months ended June 30, 2022 is as follows (in thousands, except weighted-average grant-date fair value): Number of Units Weighted- Unvested at December 31, 2021 3,577 $ 21.52 Granted 5,310 13.96 Cancelled/forfeited (432) 14.83 Vested (663) 20.01 Unvested at June 30, 2022 7,792 $ 16.94 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table shows the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (13,179) $ (38,395) $ (43,788) $ (48,218) Net loss attributable to common stockholders—basic and diluted (13,179) (38,395) (43,788) (48,218) Denominator: Weighted-average common stock used in computing net loss per share attributable to common stockholders—basic and diluted 197,819 125,423 198,040 125,245 Net loss per share attributable to common stockholders—basic and diluted $ (0.07) $ (0.31) $ (0.22) $ (0.38) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the number of options, RSUs and restricted stock excluded from the calculation of diluted net loss per share attributable to common stockholders because they are anti-dilutive (in thousands): Six Months Ended June 30, 2022 2021 Options to purchase common stock 17,772 15,666 RSUs 7,792 3,795 Employee stock purchase plan 83 — Restricted stock — 50 Total 25,647 19,511 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): As of June 30, 2022 Level 1 Level 2 Level 3 Available-for-sale debt securities $ — $ — $ 1,182 Money market fund 80,276 — — Total assets $ 80,276 $ — $ 1,182 As of December 31, 2021 Level 1 Level 2 Level 3 Available-for-sale debt securities $ — $ — $ 1,122 Money market fund 30,215 — — Total assets $ 30,215 $ — $ 1,122 Contingent consideration — — 750 Total liabilities $ — $ — $ 750 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | Changes in accumulated other comprehensive (loss) income consisted of the following: As of June 30, 2022 (in thousands) Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Beginning balance at December 31, 2021 $ (2,078) $ — $ (2,078) Change during period 1,402 — 1,402 Ending balance at March 31, 2022 (676) — (676) Change during period 2,209 — 2,209 Ending balance at June 30, 2022 $ 1,533 $ — $ 1,533 Available-for-sale debt securities: Beginning balance at December 31, 2021 $ 331 $ (48) $ 283 Unrealized gains 51 (13) 38 Ending balance at March 31 and June 30, 2022 $ 382 $ (61) $ 321 Accumulated other comprehensive (loss) income: Beginning balance at December 31, 2021 $ (1,747) $ (48) $ (1,795) Other comprehensive income 1,453 (13) 1,440 Ending balance at March 31, 2022 (294) (61) (355) Other comprehensive income 2209 — 2,209 Ending balance at June 30, 2022 $ 1,915 $ (61) $ 1,854 As of June 30, 2021 (in thousands) Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Beginning balance at December 31, 2020 $ (3,014) $ — $ (3,014) Change during period (147) — (147) Ending balance at March 31, 2021 (3,161) — (3,161) Change during period (204) — (204) Ending balance at June 30, 2021 $ (3,365) — (3,365) Available-for-sale debt securities: Beginning balance at December 31, 2020 $ 281 $ (36) $ 245 Unrealized gains 17 (4) 13 Ending balance at March 31, 2021 298 (40) 258 Unrealized loss (56) 15 (41) Ending balance at June 30, 2021 $ 242 $ (25) $ 217 Cash flow hedges: Beginning balance at December 31, 2020 $ (14,708) $ 3,650 $ (11,058) Unrealized gain on interest rate swaps and cap 2,772 (691) 2,081 Reclassification of losses from interest rate cap to net loss 28 (8) 20 Reclassification of prior hedge effectiveness to net loss 1,328 (331) 997 Ending balance at March 31, 2021 (10,580) 2,620 (7,960) Unrealized gain on interest rate swaps 360 (90) 270 Reclassification of prior hedge effectiveness to net loss 1,748 (450) 1,298 Ending balance at June 30, 2021 $ (8,472) $ 2,080 $ (6,392) Accumulated other comprehensive loss: Beginning balance at December 31, 2020 $ (17,441) $ 3,614 $ (13,827) Other comprehensive income 3,998 (1,034) 2,964 Ending balance at March 31, 2021 (13,443) 2,580 (10,863) Other comprehensive income 1,848 (525) 1,323 Ending balance at June 30, 2021 $ (11,595) $ 2,055 $ (9,540) |
Description of the Business (De
Description of the Business (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Jul. 02, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Net proceeds | $ 666,900 | |||
Payment of initial public offering costs | $ 5,600 | $ 0 | $ 2,794 | |
Repayment of term loan | $ 0 | $ 2,675 | ||
Common stock shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |
Preferred stock shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
2018 Term Loan | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Repayment of term loan | $ 521,600 | |||
Series A Redeemable Convertible Preferred Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | 23,081,080 | |||
Converted stock value | $ 70,900 | |||
Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | 46,162,160 | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares issued (in shares) | 19,121,000 | |||
Common stock par value (in dollars per share) | $ 0.001 | |||
Price per share (in dollars per share) | $ 28 | |||
Net proceeds | $ 505,900 | |||
Underwriters Option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares issued (in shares) | 2,868,150 | |||
Net proceeds | $ 75,900 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares issued (in shares) | 3,214,285 | |||
Net proceeds | $ 85,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||||||
Number of operating segments | segment | 1 | |||||
Foreign currency transaction gains (losses) | $ (2,000) | $ 300 | $ (3,405) | $ 401 | ||
Operating lease right-of-use assets | 6,961 | 6,961 | $ 5,700 | |||
Operating lease liabilities | $ 6,384 | $ 6,384 | $ 5,900 | |||
Outside United States | Revenue Benchmark | Geographic Concentration Risk | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 1% | 1% | 1% | 1% | ||
Outside United States | Property, Plant and Equipment | Geographic Concentration Risk | ||||||
Accounting Policies [Line Items] | ||||||
Property plant and equipment percent | 1% | 1% | 1% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Revenue Recognition (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 163,867 | $ 150,432 | $ 318,076 | $ 285,064 |
Transaction | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 66,532 | 73,360 | 130,616 | 134,748 |
Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 91,285 | 69,384 | 175,672 | 134,877 |
Partner | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 6,050 | $ 7,688 | $ 11,788 | $ 15,439 |
Other Financial Statement Inf_3
Other Financial Statement Information - Summary of Changes in the Allowance (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 3,633 | $ 4,709 | $ 4,060 | $ 5,256 |
Add: amounts recognized as a reduction of revenue | 2,471 | 1,445 | 4,193 | 3,027 |
Add: bad debt expense recognized in general and administrative expense | 68 | 16 | 140 | 30 |
Less: write-offs, net of recoveries | (1,664) | (1,056) | (3,885) | (3,199) |
Ending balance | $ 4,508 | $ 5,114 | $ 4,508 | $ 5,114 |
Other Financial Statement Inf_4
Other Financial Statement Information - Summary of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Other Financial Information [Abstract] | ||
Prepaid expenses | $ 9,292 | $ 10,968 |
Deferred cost of revenue | 2,118 | 1,819 |
Capitalized cloud computing development costs | 869 | 867 |
Other current assets | 1,581 | 2,935 |
Total prepaid expenses and other current assets | $ 13,860 | $ 16,589 |
Other Financial Statement Inf_5
Other Financial Statement Information - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Other Financial Information [Abstract] | ||
Accrued payroll and related expenses | $ 18,741 | $ 21,858 |
Accrued vendor payables | 15,003 | 18,239 |
Accrued advertising | 11,621 | 426 |
Sales allowances | 4,570 | 4,862 |
Accrued sales, use and business taxes | 3,380 | 2,678 |
Other | 2,505 | 2,754 |
Total accrued expenses and other current liabilities | $ 55,820 | $ 50,817 |
Other Financial Statement Inf_6
Other Financial Statement Information - Summary of Depreciation and Amortization Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disclosure Details Of Depreciation And Amortization [Line Items] | ||||
Total depreciation and amortization expense | $ 5,539 | $ 3,663 | $ 10,933 | $ 7,829 |
Cost of revenue | ||||
Disclosure Details Of Depreciation And Amortization [Line Items] | ||||
Total depreciation and amortization expense | 2,184 | 1,398 | 4,254 | 3,076 |
Sales and marketing | ||||
Disclosure Details Of Depreciation And Amortization [Line Items] | ||||
Total depreciation and amortization expense | 1,879 | 1,323 | 3,754 | 2,798 |
Technology and development | ||||
Disclosure Details Of Depreciation And Amortization [Line Items] | ||||
Total depreciation and amortization expense | 692 | 584 | 1,418 | 1,171 |
General and administrative | ||||
Disclosure Details Of Depreciation And Amortization [Line Items] | ||||
Total depreciation and amortization expense | $ 784 | $ 358 | $ 1,507 | $ 784 |
Other Financial Statement Inf_7
Other Financial Statement Information - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Other Financial Information [Abstract] | |||||
Contract with customer liability | $ 164.3 | $ 164.3 | $ 147.9 | ||
Contract with customer liability revenue recognized | $ 93.3 | $ 77.5 | $ 123.9 | $ 102.3 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Nov. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 59,933 | $ 59,910 | |
ECM | |||
Business Acquisition [Line Items] | |||
Cash paid on acquisition date | $ 61,200 | ||
Consideration adjustment | 300 | ||
Goodwill | 48,600 | ||
ECM | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | 10,600 | ||
ECM | Developed Technology Rights | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | 5,400 | ||
ECM | Trade Names | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | $ 200 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Detail) | 6 Months Ended | ||
Jul. 02, 2021 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||
Letters of credit outstanding | $ 0 | $ 0 | |
2021 Revolving Facility | |||
Debt Instrument [Line Items] | |||
Total net first lien leverage ratio | 4.50 | ||
Percent of total commitments not reimbursed | 35% | ||
Line of credit outstanding | $ 0 | $ 0 | |
2021 Revolving Facility | Federal Funds Effective Rate | |||
Debt Instrument [Line Items] | |||
Effective interest rate | 0.50% | ||
Revolving Credit Facility | 2021 Revolving Facility | |||
Debt Instrument [Line Items] | |||
Line of credit maximum borrowing capacity | $ 150,000,000 | ||
Debt issuance costs | $ 800,000 | ||
One month LIBOR floor | 1% | ||
Rate added to one month LIBOR | 1% | ||
LIBOR floor | 0% | ||
Rate added to LIBOR | 2% | ||
Basis spread on variable rate, initial reduction | 0.25% | ||
Basis spread on variable rate, further reduction | 0.25% | ||
Total net first lien leverage ratio, first reduction requirement | 3.50 | ||
Total net first lien leverage ratio, second reduction requirement | 2.50 | ||
Commitment fee | 0.35% | ||
Commitment fee reduction | 0.10% | ||
Total net first lien leverage ratio, maximum | 3.50 | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit maximum borrowing capacity | $ 20,000,000 | ||
Swingline Loan | |||
Debt Instrument [Line Items] | |||
Line of credit maximum borrowing capacity | $ 10,000,000 |
Derivative Financial Instrume_2
Derivative Financial Instruments - Additional Information (Detail) $ in Millions | Jun. 30, 2021 USD ($) |
Interest rate swap | Designated as Hedging Instrument | |
Derivative [Line Items] | |
Derivative liabilities notional amount | $ 395 |
Financial guarantee | |
Derivative [Line Items] | |
Restricted cash equivalent balance | $ 25 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Payments for Operating Leases, 842 (Detail) - USD ($) $ in Thousands | Jul. 01, 2022 | Jun. 30, 2022 | Jan. 01, 2022 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |||
2022 | $ 898 | ||
2023 | 1,763 | ||
2024 | 1,355 | ||
2025 | 814 | ||
2026 | 776 | ||
Thereafter | 1,304 | ||
Total minimum lease payments | 6,910 | ||
Less: Effects of discounting | 526 | ||
Present value of lease liabilities under ASC 842 | 6,384 | $ 5,900 | |
Less: current portion | 1,542 | ||
Operating lease liabilities, non-current | $ 4,842 | ||
Weighted-average remaining lease term | 4 years 9 months 18 days | ||
Weighted-average incremental borrowing rate | 3.25% | ||
Subsequent Event | |||
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |||
2022 | $ 134 | ||
2023 | 807 | ||
2024 | 832 | ||
2025 | 857 | ||
2026 | 882 | ||
Thereafter | 2,644 | ||
Total minimum lease payments | 6,156 | ||
Less: Effects of discounting | 707 | ||
Present value of lease liabilities under ASC 842 | $ 5,449 |
Commitments and Contingencies_2
Commitments and Contingencies - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Lease cost | ||
Operating lease cost | $ 524 | $ 939 |
Other variable cost | 61 | 177 |
Net lease cost | $ 585 | $ 1,116 |
Commitments and Contingencies_3
Commitments and Contingencies - Future Minimum Payments for Operating Leases, 840 (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Operating Leases | |
2022 | $ 2,372 |
2023 | 1,101 |
2024 | 867 |
2025 | 550 |
2026 | 505 |
Thereafter | 1,033 |
Total minimum lease payments under ASC 840 | $ 6,428 |
Commitments and Contingencies_4
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2022 | Jul. 31, 2021 | Apr. 20, 2020 | |
Overpayments by Overreporting | |||
Other Commitments [Line Items] | |||
Excess payment received from the service partner | $ 5.6 | ||
Initial Penalty | |||
Other Commitments [Line Items] | |||
Initial penalty | $ 4.1 | ||
Non-cancellable Agreements With Vendors | Advertising Media and Other Commitments | |||
Other Commitments [Line Items] | |||
Minimum non-cancellable commitment | $ 17.1 | ||
Non-cancellable commitment pay period | 2 years | ||
Contractual obligation | $ 55.4 | ||
Contractual obligation pay period | 5 years | ||
Contractual obligation remainder to be paid | $ 42.2 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Aug. 11, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Mar. 01, 2022 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Shares authorized for repurchase | 150,000,000 | ||||
Shares repurchased (in shares) | 3,039,443 | ||||
Average price per share (in dollars per share) | $ 12.88 | ||||
Shares repurchased, value | $ 38,053 | $ 1,102 | $ 39,200 | ||
Subsequent Event | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Shares repurchased (in shares) | 1,537,158 | ||||
Shares repurchased, value | $ 15,100 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Realized tax benefit | $ 600 | $ 3,200 | $ 2,500 | $ 5,500 | |||
Stock-based compensation expense total unrecognized | 50,800 | $ 50,800 | |||||
Stock-based compensation weighted-average year | 2 years 6 months | ||||||
Granted (in shares) | 2,766,000 | ||||||
Allocated share based compensation expenses | 23,596 | $ 44,967 | $ 45,942 | $ 48,922 | |||
Employee Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | 4 years | |||||
Employee Stock Option | Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense total unrecognized | $ 5,300 | $ 5,300 | |||||
Stock-based compensation weighted-average year | 3 years 1 month 6 days | ||||||
Granted (in shares) | 970,970 | ||||||
Allocated share based compensation expenses | $ 1,500 | $ 2,900 | |||||
Employee Stock Option | Executive Officer | Time Based Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares that were modified for vesting conditions, outstanding (in shares) | 1,706,888 | 1,706,888 | |||||
Employee Stock Option | Employees | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage that was modified | 25% | 25% | 25% | ||||
Employee Stock Option | Executive Officers And Employees | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares that were modified for vesting conditions (in shares) | 4,477,218 | 4,477,218 | 4,477,218 | ||||
Employee Stock Option | Executive Officers And Employees | Performance Shares | Service Based Vesting | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
New fair value | $ 76,600 | ||||||
Employee Stock Option | Executive Officers And Employees | Modified Vesting Conditions | Performance Shares | Service Based Vesting | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated share based compensation expenses | $ 5,600 | $ 12,700 | |||||
Employee Stock Option | One Executive Officer | 2019 Performance Obligaitons | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares that were modified for vesting conditions (in shares) | 3,627,936 | 3,627,936 | |||||
New fair value | $ 11,400 | ||||||
Employee Stock Option | One Executive Officer | 2019 Performance Obligaitons | Service Based Vesting | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated share based compensation expenses | $ 1,400 | $ 3,200 | |||||
RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation weighted-average year | 3 years 3 months 18 days | ||||||
Remaining stock-based compensation expense | 101,800 | $ 101,800 | |||||
Granted (in shares) | 5,310,000 | ||||||
Vesting period | 4 years | ||||||
RSUs | Liquidity Event Restricted Stock Units | Time Based Liquidity Event Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated share based compensation expenses | $ 4,100 | $ 10,500 | |||||
RSUs | Executive Officer | Service Based Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation weighted-average year | 3 years 1 month 6 days | ||||||
Allocated share based compensation expenses | $ 1,400 | 2,800 | |||||
Remaining stock-based compensation expense | 5,100 | $ 5,100 | |||||
Granted (in shares) | 388,389 | ||||||
Units granted, fair value | $ 10,900 | ||||||
RSUs | Executive Officer | Liquidity Event Restricted Stock Units | Time Based Liquidity Event Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Modified vesting conditions of shares outstanding (in shares) | 1,725,942 | ||||||
New fair value of units due to remeasurement | $ 43,300 | ||||||
Accelerated compensation expense recognized | $ 3,500 | $ 8,100 | |||||
RSUs | Employees | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 30,434 | ||||||
Percentage of assets sold or transferred for equity instruments other than options to vest | 50% | ||||||
RSUs | Employees | Liquidity Event Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 1,338,028 | ||||||
Retainage period | 6 years 6 months | ||||||
RSUs | Employees | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares that were modified for vesting conditions, outstanding (in shares) | 111,902 | 111,902 | |||||
Vesting percentage that was modified, RSUs | 25% | ||||||
RSUs | Employees | Performance Shares | Service Vesting Condition | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
New fair value | $ 2,900 | ||||||
RSUs | Employees | Modified Vesting Conditions | Performance Shares | Service Vesting Condition | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated share based compensation expenses | $ 100 | $ 300 | |||||
RSUs | Maximum | Employees | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 100% | ||||||
Par value (in dollars per share) | $ 29.46 | ||||||
RSUs | Minimum | Employees | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 0% | ||||||
Par value (in dollars per share) | $ 19.64 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Based Compensation Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule Of Share Based Compensation Employee Stock Purchase Plan Activity [Line Items] | ||||
Total stock-based compensation expense | $ 23,596 | $ 44,967 | $ 45,942 | $ 48,922 |
Cost of revenue | ||||
Schedule Of Share Based Compensation Employee Stock Purchase Plan Activity [Line Items] | ||||
Total stock-based compensation expense | 1,331 | 762 | 1,608 | 821 |
Sales and marketing | ||||
Schedule Of Share Based Compensation Employee Stock Purchase Plan Activity [Line Items] | ||||
Total stock-based compensation expense | 3,536 | 5,143 | 6,661 | 5,350 |
Technology and development | ||||
Schedule Of Share Based Compensation Employee Stock Purchase Plan Activity [Line Items] | ||||
Total stock-based compensation expense | 4,148 | 17,619 | 8,446 | 18,145 |
General and administrative | ||||
Schedule Of Share Based Compensation Employee Stock Purchase Plan Activity [Line Items] | ||||
Total stock-based compensation expense | 13,832 | 21,430 | 27,997 | 24,580 |
Total stock-based compensation expense | ||||
Schedule Of Share Based Compensation Employee Stock Purchase Plan Activity [Line Items] | ||||
Total stock-based compensation expense | 22,847 | 44,954 | 44,712 | 48,896 |
Amount capitalized to internal-use software | ||||
Schedule Of Share Based Compensation Employee Stock Purchase Plan Activity [Line Items] | ||||
Total stock-based compensation expense | $ 749 | $ 13 | $ 1,230 | $ 26 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Stock Options Activity (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Number of Options | ||
Beginning Balance (in shares) | shares | 15,274 | |
Granted (in shares) | shares | 2,766 | |
Exercised (in shares) | shares | (258) | |
Cancelled/forfeited (in shares) | shares | (10) | |
Ending Balance (in shares) | shares | 17,772 | 15,274 |
Vested and expected to vest at end of period (in shares) | shares | 17,764 | |
Exercisable at end of period (in shares) | shares | 8,516 | |
Weighted- Average Exercise Price | ||
Beginning Balance (in dollars per share) | $ / shares | $ 10.47 | |
Granted (in dollars per share) | $ / shares | 14.15 | |
Exercised (in dollars per share) | $ / shares | 1.11 | |
Cancelled/forfeited (in dollars per share) | $ / shares | 1.16 | |
Ending Balance (in dollars per share) | $ / shares | 11.15 | $ 10.47 |
Vested and expected to vest at end of period (in dollars per share) | $ / shares | 11.19 | |
Exercisable at end of period (in dollars per share) | $ / shares | $ 9.21 | |
Weighted- Average Remaining Contractual Life (in Years) | 7 years 10 months 24 days | 8 years |
Vested and expected to vest at end of period, term | 7 years 10 months 24 days | |
Exercisable at end of period, term | 7 years 3 months 18 days | |
Aggregate Intrinsic Value | $ | $ 21,781 | $ 97,094 |
Vested and expected to vest at end of period | $ | 21,757 | |
Exercisable at ending period | $ | $ 15,200 |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of Fair Value Assumptions and Techniques for Stock Options (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | ||||
Expected life (years) | 5 years 4 months 24 days | 5 years 7 months 6 days | 5 years 4 months 24 days | |
Risk-free interest rate | 0% | 1% | 2.60% | 1% |
Expected volatility | 0% | 45.60% | 47.60% | 45.60% |
Expected dividend yield | 0% | 0% | 0% | 0% |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Restricted Stock Unit Activity (Detail) - RSUs | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Units | |
Unvested at beginning of period (in shares) | shares | 3,577,000 |
Granted (in shares) | shares | 5,310,000 |
Cancelled/forfeited (in shares) | shares | (432,000) |
Vested (in shares) | shares | (663,000) |
Unvested at ending of period (in shares) | shares | 7,792,000 |
Weighted- Average Grant- Date Fair Value | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 21.52 |
Granted (in dollars per share) | $ / shares | 13.96 |
Cancelled/forfeited (in dollars per share) | $ / shares | 14.83 |
Vested (in dollars per share) | $ / shares | 20.01 |
Unvested at ending of period (in dollars per share) | $ / shares | $ 16.94 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Provision (benefit) for income taxes | $ (451) | $ 1,995 | $ 2,509 | $ (941) | |
Effective tax rate | 3.30% | (5.50%) | (6.10%) | 1.90% | |
Gross unrecognized tax benefits | $ 8,200 | $ 8,200 | $ 7,900 | ||
Unrecognized tax benefits that would impact effective tax rate | $ 8,200 | $ 8,200 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Net loss | $ (13,179) | $ (30,609) | $ (38,395) | $ (9,823) | $ (43,788) | $ (48,218) |
Net loss attributable to common stockholders - basic | (13,179) | (38,395) | (43,788) | (48,218) | ||
Net loss attributable to common stockholders - diluted | $ (13,179) | $ (38,395) | $ (43,788) | $ (48,218) | ||
Denominator: | ||||||
Weighted-average common stock used in computing net loss per share attributable to common stockholders—basic (in shares) | 197,819 | 125,423 | 198,040 | 125,245 | ||
Weighted-average shares used to compute net loss per share attributable to common stockholders—diluted (in shares) | 197,819 | 125,423 | 198,040 | 125,245 | ||
Net loss per attributable to common stockholders - basic (in dollars per share) | $ (0.07) | $ (0.31) | $ (0.22) | $ (0.38) | ||
Net loss per attributable to common stockholders - diluted (in dollars per share) | $ (0.07) | $ (0.31) | $ (0.22) | $ (0.38) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 25,647 | 19,511 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 17,772 | 15,666 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 7,792 | 3,795 |
Employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 83 | 0 |
Restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 0 | 50 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities at Fair Value (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 80,276 | $ 30,215 |
Total liabilities | 0 | |
Level 1 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Level 1 | Available-for-sale debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Level 1 | Money market fund | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 80,276 | 30,215 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 0 | |
Level 2 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Level 2 | Available-for-sale debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Level 2 | Money market fund | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 1,182 | 1,122 |
Total liabilities | 750 | |
Level 3 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 750 | |
Level 3 | Available-for-sale debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 1,182 | 1,122 |
Level 3 | Money market fund | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 0 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Unrealized gain (loss) on interest rate swaps and cap, Net of Tax Amount | $ 0 | $ 270 | $ 0 | $ 2,351 | ||
Beginning Balance Accumulated other comprehensive loss, Net of Tax Amount | $ (1,795) | (1,795) | ||||
Other comprehensive income (loss), Net of Tax Amount | 2,209 | 1,440 | 1,323 | $ 2,964 | 3,649 | 4,287 |
Ending Balance Accumulated other comprehensive loss, Net of Tax Amount | 1,854 | 1,854 | ||||
Foreign currency translation adjustments | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Beginning Balance Before Tax Amount | (676) | (2,078) | (3,161) | (3,014) | (2,078) | (3,014) |
Change during period, Before Tax Amount | 2,209 | 1,402 | (204) | (147) | ||
Ending Balance Before Tax Amount | 1,533 | (676) | (3,365) | (3,161) | 1,533 | (3,365) |
Beginning Balance Net of Tax Amount | (676) | (2,078) | (3,161) | (3,014) | (2,078) | (3,014) |
Change during period, Net of Tax Amount | 2,209 | 1,402 | (204) | (147) | ||
Ending Balance Net of Tax Amount | 1,533 | (676) | (3,365) | (3,161) | 1,533 | (3,365) |
Available-for-sale debt securities | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Beginning Balance Before Tax Amount | 382 | 331 | 298 | 281 | 331 | 281 |
Unrealized gain (loss) Before Tax Amount | 51 | (56) | 17 | 51 | ||
Ending Balance Before Tax Amount | 382 | 382 | 242 | 298 | 382 | 242 |
Beginning Balance Tax Effect | (61) | (48) | (40) | (36) | (48) | (36) |
Unrealized gain (loss), Tax Effect | (13) | (15) | (4) | (13) | ||
Ending Balance Tax Effect | (61) | (61) | (25) | (40) | (61) | (25) |
Beginning Balance Available-for-sale debt securities, Net of Tax Amount | 321 | 283 | 258 | 245 | 283 | 245 |
Unrealized gain (loss), Net of Tax Amount | 38 | (41) | 13 | 38 | ||
Ending Balance Available-for-sale debt securities, Net of Tax Amount | 321 | 321 | 217 | 258 | 321 | 217 |
Cash flow hedges | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Beginning Balance Before Tax Amount | (10,580) | (14,708) | (14,708) | |||
Unrealized gain (loss) on interest rate swaps and cap, Before Tax Amount | 360 | 2,772 | ||||
Reclassification of losses from interest rate cap to net income (loss), Before Tax Amount | 28 | |||||
Reclassification of prior hedge effectiveness to net income (loss), Before Tax Amount | 1,748 | 1,328 | ||||
Ending Balance Before Tax Amount | (8,472) | (10,580) | (8,472) | |||
Beginning Balance Tax Effect | 2,620 | 3,650 | 3,650 | |||
Unrealized gain (loss) on interest rate swaps and cap, tax effect, Tax Effect | (90) | (691) | ||||
Reclassification of losses from interest rate cap to net income (loss), Tax Effect | (8) | |||||
Reclassification of prior hedge effectiveness to net income (loss), Tax Effect | (450) | (331) | ||||
Ending Balance Tax Effect | 2,080 | 2,620 | 2,080 | |||
Beginning Balance Cash flow hedges, Net of Tax Amount | (7,960) | (11,058) | (11,058) | |||
Unrealized gain (loss) on interest rate swaps and cap, Net of Tax Amount | 270 | 2,081 | ||||
Reclassification of losses from interest rate cap to net income (loss), Net of Tax Amount | 20 | |||||
Reclassification of prior hedge effectiveness to net income (loss), Net of Tax Amount | 1,298 | 997 | ||||
Ending Balance Cash flow hedges, Net of Tax Amount | (6,392) | (7,960) | (6,392) | |||
Accumulated other comprehensive loss | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Beginning Balance Before Tax Amount | (294) | (1,747) | (13,443) | (17,441) | (1,747) | (17,441) |
Other comprehensive income (loss), Before Tax Amount | 2,209 | 1,453 | 1,848 | 3,998 | ||
Ending Balance Before Tax Amount | 1,915 | (294) | (11,595) | (13,443) | 1,915 | (11,595) |
Beginning Balance Tax Effect | (61) | (48) | 2,580 | 3,614 | (48) | 3,614 |
Other comprehensive income (loss), Tax Effect | 0 | (13) | (525) | (1,034) | ||
Ending Balance Tax Effect | (61) | (61) | 2,055 | 2,580 | (61) | 2,055 |
Beginning Balance Accumulated other comprehensive loss, Net of Tax Amount | (355) | (1,795) | (10,863) | (13,827) | (1,795) | (13,827) |
Other comprehensive income (loss), Net of Tax Amount | 2,209 | 1,440 | 1,323 | 2,964 | ||
Ending Balance Accumulated other comprehensive loss, Net of Tax Amount | $ 1,854 | $ (355) | $ (9,540) | $ (10,863) | $ 1,854 | $ (9,540) |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Aug. 11, 2022 USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Total purchase price | $ 4.1 |