Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 $0.001 per share | |
Trading Symbol | LZ | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 187,934,053 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001286139 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 212,147 | $ 189,082 |
Accounts receivable, net of allowances of $5,703 and $4,730, respectively | 14,417 | 13,177 |
Prepaid expenses and other current assets | 17,494 | 16,699 |
Current assets held for sale | 22,722 | 22,722 |
Total current assets | 266,780 | 241,680 |
Property and equipment, net | 43,763 | 30,823 |
Goodwill | 63,318 | 63,229 |
Intangible assets, net | 15,026 | 18,900 |
Operating lease right-of-use assets | 9,199 | 11,148 |
Deferred income taxes | 18,570 | 29,380 |
Available-for-sale debt securities | 1,237 | 995 |
Other assets | 8,620 | 9,240 |
Total assets | 426,513 | 405,395 |
Current liabilities: | ||
Accounts payable | 32,311 | 25,312 |
Accrued expenses and other current liabilities | 55,375 | 57,373 |
Deferred revenue | 176,867 | 164,200 |
Operating lease liabilities | 2,269 | 2,317 |
Total current liabilities | 266,822 | 249,202 |
Operating lease liabilities, non-current | 7,346 | 8,958 |
Deferred revenue | 560 | 892 |
Other liabilities | 4,443 | 3,968 |
Total liabilities | 279,171 | 263,020 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 100,000 shares authorized at September 30, 2023 and December 31, 2022, none issued or outstanding at September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.001 par value; 1,000,000 shares authorized; 187,776 shares and 190,822 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 187 | 190 |
Additional paid-in capital | 1,086,222 | 1,032,550 |
Accumulated deficit | (940,550) | (891,862) |
Accumulated other comprehensive income | 1,483 | 1,497 |
Total stockholders’ equity | 147,342 | 142,375 |
Total liabilities and stockholders’ equity | $ 426,513 | $ 405,395 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||||||
Allowance for credit loss | $ 5,703 | $ 5,734 | $ 4,730 | $ 4,419 | $ 4,508 | $ 4,060 |
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock shares authorized (in shares) | 100,000 | 100,000 | 100,000 | |||
Preferred stock shares issued (in shares) | 0 | 0 | 0 | |||
Preferred stock shares outstanding (in shares) | 0 | 0 | 0 | |||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |||
Common stock shares issued (in shares) | 187,776 | 190,822 | 193,848 | |||
Common stock shares outstanding (in shares) | 187,776 | 190,822 | 193,848 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 167,274 | $ 155,277 | $ 502,064 | $ 473,353 |
Cost of revenue | 59,213 | 50,314 | 183,356 | 163,647 |
Gross profit | 108,061 | 104,963 | 318,708 | 309,706 |
Operating expenses: | ||||
Sales and marketing | 51,071 | 67,369 | 164,746 | 215,964 |
Technology and development | 21,491 | 17,457 | 61,074 | 51,613 |
General and administrative | 25,243 | 30,103 | 78,683 | 88,560 |
Impairment of long-lived and other assets | 0 | 237 | 0 | 237 |
Total operating expenses | 97,805 | 115,166 | 304,503 | 356,374 |
Income (loss) from operations | 10,256 | (10,203) | 14,205 | (46,668) |
Interest income, net | 2,623 | 535 | 6,357 | 511 |
Other (expense) income, net | (882) | (2,536) | 436 | (6,102) |
Income (loss) before income taxes | 11,997 | (12,204) | 20,998 | (52,259) |
Provision for (benefit from) income taxes | 4,463 | (223) | 14,427 | (1,782) |
Net income (loss) | $ 7,534 | $ (11,981) | $ 6,571 | $ (50,477) |
Net income (loss) per share attributable to common stockholders—basic (in dollars per share) | $ 0.04 | $ (0.06) | $ 0.03 | $ (0.26) |
Net income (loss) per share attributable to common stockholders—diluted (in dollar per share) | $ 0.04 | $ (0.06) | $ 0.03 | $ (0.26) |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic (in shares) | 191,033,000 | 194,906,000 | 191,222,000 | 196,984,000 |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted (in shares) | 197,454,000 | 194,906,000 | 194,953,000 | 196,984,000 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 7,534 | $ (11,981) | $ 6,571 | $ (50,477) |
Other comprehensive income (loss), net of tax: | ||||
Change in foreign currency translation adjustments | 980 | 2,644 | (187) | 6,255 |
Change in available-for-sale debt securities due to unrealized gains | 173 | 0 | 173 | 38 |
Total other comprehensive income (loss) | 1,153 | 2,644 | (14) | 6,293 |
Total comprehensive income (loss) | $ 8,687 | $ (9,337) | $ 6,557 | $ (44,184) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning Balance (in 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 (in shares) | 392,000 | ||||
Stock-based compensation | 22,346 | 22,346 | |||
Repurchased common stock (in shares) | (79,000) | ||||
Repurchased common stock | (1,102) | (1,102) | |||
Other comprehensive income (loss) | 1,440 | 1,440 | |||
Net income (loss) | (25,753) | (25,753) | |||
Ending Balance (in shares) at Mar. 31, 2022 | 198,599,000 | ||||
Ending balance at Mar. 31, 2022 | 194,707 | $ 198 | 969,731 | (774,867) | (355) |
Beginning Balance (in 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] | |||||
Other comprehensive income (loss) | 6,293 | ||||
Net income (loss) | $ (50,477) | ||||
Ending Balance (in shares) at Sep. 30, 2022 | 193,848,000 | 193,848,000 | |||
Ending balance at Sep. 30, 2022 | $ 157,245 | $ 193 | 1,015,068 | (862,514) | 4,498 |
Beginning Balance (in shares) at Mar. 31, 2022 | 198,599,000 | ||||
Beginning balance at Mar. 31, 2022 | 194,707 | $ 198 | 969,731 | (774,867) | (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 (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 | |||
Repurchased common stock (in shares) | (2,961,000) | ||||
Repurchased common stock | (38,053) | $ (3) | (38,050) | ||
Other comprehensive income (loss) | 2,209 | 2,209 | |||
Net income (loss) | (12,743) | (12,743) | |||
Ending Balance (in shares) at Jun. 30, 2022 | 196,079,000 | ||||
Ending balance at Jun. 30, 2022 | 170,948 | $ 196 | 994,558 | (825,660) | 1,854 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 46,000 | ||||
Issuance of common stock upon exercise of stock options | 195 | 195 | |||
Issuance of common stock upon vesting of restricted stock awards (in shares) | 350,000 | ||||
Issuance of common stock upon vesting of restricted stock awards | 0 | ||||
Shares surrendered for settlement of minimum statutory tax withholdings (in shares) | (2,000) | ||||
Shares surrendered for settlement of minimum statutory tax withholdings | (11) | (11) | |||
Stock-based compensation | 20,326 | 20,326 | |||
Repurchased common stock (in shares) | (2,625,000) | ||||
Repurchased common stock | (24,876) | $ (3) | (24,873) | ||
Other comprehensive income (loss) | 2,644 | 2,644 | |||
Net income (loss) | $ (11,981) | (11,981) | |||
Ending Balance (in shares) at Sep. 30, 2022 | 193,848,000 | 193,848,000 | |||
Ending balance at Sep. 30, 2022 | $ 157,245 | $ 193 | 1,015,068 | (862,514) | 4,498 |
Beginning Balance (in shares) at Dec. 31, 2022 | 190,822,000 | 190,822,000 | |||
Beginning balance at Dec. 31, 2022 | $ 142,375 | $ 190 | 1,032,550 | (891,862) | 1,497 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 28,000 | ||||
Issuance of common stock upon exercise of stock options | 22 | 22 | |||
Issuance of common stock upon vesting of restricted stock awards (in shares) | 1,164,000 | ||||
Issuance of common stock upon vesting of restricted stock awards | 0 | $ 1 | (1) | ||
Stock-based compensation | 17,378 | 17,378 | |||
Repurchased common stock (in shares) | (771,000) | ||||
Repurchased common stock | (6,768) | $ (1) | (6,767) | ||
Other comprehensive income (loss) | (631) | (631) | |||
Net income (loss) | (2,358) | (2,358) | |||
Ending Balance (in shares) at Mar. 31, 2023 | 191,244,000 | ||||
Ending balance at Mar. 31, 2023 | $ 150,017 | $ 190 | 1,049,948 | (900,987) | 866 |
Beginning Balance (in shares) at Dec. 31, 2022 | 190,822,000 | 190,822,000 | |||
Beginning balance at Dec. 31, 2022 | $ 142,375 | $ 190 | 1,032,550 | (891,862) | 1,497 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Repurchased common stock (in shares) | (5,867,835) | ||||
Other comprehensive income (loss) | $ (14) | ||||
Net income (loss) | $ 6,571 | ||||
Ending Balance (in shares) at Sep. 30, 2023 | 187,776,000 | 187,776,000 | |||
Ending balance at Sep. 30, 2023 | $ 147,342 | $ 187 | 1,086,222 | (940,550) | 1,483 |
Beginning Balance (in shares) at Mar. 31, 2023 | 191,244,000 | ||||
Beginning balance at Mar. 31, 2023 | 150,017 | $ 190 | 1,049,948 | (900,987) | 866 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 362,000 | ||||
Issuance of common stock upon exercise of stock options | 2,951 | 2,951 | |||
Issuance of common stock upon vesting of restricted stock awards (in shares) | 661,000 | ||||
Issuance of common stock upon vesting of restricted stock awards | 0 | $ 1 | (1) | ||
Shares surrendered for settlement of minimum statutory tax withholdings (in shares) | (232,000) | ||||
Shares surrendered for settlement of minimum statutory tax withholdings | (2,469) | (2,469) | |||
Stock-based compensation | 20,031 | 20,031 | |||
Repurchased common stock (in shares) | (378,000) | ||||
Repurchased common stock | (3,041) | (3,041) | |||
Other comprehensive income (loss) | (536) | (536) | |||
Net income (loss) | 1,395 | 1,395 | |||
Ending Balance (in shares) at Jun. 30, 2023 | 191,657,000 | ||||
Ending balance at Jun. 30, 2023 | 168,349 | $ 191 | 1,070,461 | (902,633) | 330 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 326,000 | ||||
Issuance of common stock upon exercise of stock options | 3,011 | 3,011 | |||
Issuance of common stock upon vesting of restricted stock awards (in shares) | 824,000 | ||||
Issuance of common stock upon vesting of restricted stock awards | 0 | $ 1 | (1) | ||
Shares surrendered for settlement of minimum statutory tax withholdings (in shares) | (312,000) | ||||
Shares surrendered for settlement of minimum statutory tax withholdings | (3,884) | (3,884) | |||
Stock-based compensation | $ 16,635 | 16,635 | |||
Repurchased common stock (in shares) | (4,718,755) | (4,719,000) | |||
Repurchased common stock | $ (45,164) | $ 5 | (45,159) | ||
Stock repurchase excise tax | (292) | (292) | |||
Other comprehensive income (loss) | 1,153 | 1,153 | |||
Net income (loss) | $ 7,534 | 7,534 | |||
Ending Balance (in shares) at Sep. 30, 2023 | 187,776,000 | 187,776,000 | |||
Ending balance at Sep. 30, 2023 | $ 147,342 | $ 187 | $ 1,086,222 | $ (940,550) | $ 1,483 |
Unaudited Condensed Condensed C
Unaudited Condensed Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ 6,571 | $ (50,477) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 18,061 | 16,187 |
Amortization of right-of-use assets | 2,011 | 1,290 |
Amortization of debt issuance costs | 170 | 170 |
Impairment of other equity security | 0 | 170 |
Impairment of long-lived assets | 0 | 237 |
Stock-based compensation | 51,005 | 64,490 |
Deferred income taxes | 10,818 | (2,637) |
Change in fair value of contingent consideration | (836) | (150) |
Unrealized foreign exchange (gain) loss | (179) | 5,958 |
Other | (39) | (1) |
Changes in operating assets and liabilities, net of effects of business combination: | ||
Accounts receivable | (946) | (3,024) |
Prepaid expenses and other current assets | (785) | (296) |
Other assets | 345 | (863) |
Accounts payable | 5,992 | (6,417) |
Accrued expenses and other liabilities | (992) | 7,585 |
Operating lease liabilities | (1,723) | (1,599) |
Income tax payable | 16 | 22 |
Deferred revenue | 12,325 | 21,370 |
Net cash provided by operating activities | 101,814 | 52,015 |
Cash flows from investing activities | ||
Acquisition, net of cash acquired | 0 | (2,532) |
Proceeds from acquisition working capital adjustment | 0 | 307 |
Purchase of property and equipment | (23,220) | (16,441) |
Other | 38 | 0 |
Net cash used in investing activities | (23,182) | (18,666) |
Cash flows from financing activities | ||
Repayment of capital lease obligations | (27) | 0 |
Payment of contingent consideration | 0 | (600) |
Repurchase of common stock | (54,873) | (61,736) |
Shares surrendered for settlement of minimum statutory tax withholding | (6,353) | (41) |
Proceeds from issuance of stock under employee stock plans | 5,690 | 1,682 |
Net cash used in financing activities | (55,563) | (60,695) |
Effect of exchange rate changes on cash and cash equivalents | (4) | (139) |
Net increase (decrease) in cash and cash equivalents | 23,065 | (27,485) |
Cash and cash equivalents, at beginning of the period | 189,082 | 239,297 |
Cash and cash equivalents, at end of the period | 212,147 | 211,812 |
Non-cash operating, investing, and financing activities: | ||
Accrued stock repurchase excise tax | 292 | 0 |
Receivable from issuance of stock under employee stock plans | 295 | 0 |
Purchase of property and equipment included in accounts payable and accrued expenses and other current liabilities | 1,548 | 1,124 |
Capitalized stock-based compensation | 3,039 | 1,779 |
Right-of-use assets under operating leases | 0 | 13,165 |
Contingent consideration for acquired business | $ 0 | $ 850 |
Description of the Business
Description of the Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business LegalZoom.com, Inc. 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 are referred to herein as the “Company”, “we,” “us,” or “our”. 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 business formation, our offerings include ongoing compliance and tax advice and filings, business licenses, accounting, virtual mailbox and e-signature solutions, 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. |
Restatement
Restatement | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement | Restatement As previously disclosed on February 17 and February 27, 2023, in connection with the preparation of our consolidated financial statements for the year ended December 31, 2022, we identified tax errors within our previously issued unaudited condensed consolidated financial statements as of and for the quarterly and year to date periods ended March 31, 2022, or Q1 2022, June 30, 2022, or Q2 2022, and September 30, 2022, or Q3 2022, as included in our previously filed Quarterly Reports on Form 10-Q. Management concluded that such errors resulted in the previously issued Q1 2022, Q2 2022 and Q3 2022 unaudited condensed consolidated financial statements, including the respective year-to-date periods, being materially misstated and therefore requiring restatement. Specifically, within our income tax provision there was an error relating to the identification of named executive officers subject to limitation on the deductibility of executive compensation under Internal Revenue Code Section 162(m), or Section 162(m). The Section 162(m) error had the impact of a $1.2 million overstatement of the benefit for income taxes and a $2.8 million overstatement of the provision for income taxes for the three and nine months ended September 30, 2022, respectively, and the associated impacts on deferred tax assets. In connection with the tax errors noted above, we are also correcting other previously identified immaterial errors related to: i) $1.2 million of a late customer acquisition marketing, or CAM credit, that should have been recognized as a reduction to sales and marketing expense in Q2 2022, and which was initially corrected for as an out of period adjustment in Q3 2022; and ii) $0.9 million of revenue and $0.3 million of associated costs of revenue that should have been recognized in Q3 2022. Description of Restatement of Financial Information In the following tables, we have presented a reconciliation of our unaudited condensed consolidated financial information as originally reported, to the as restated amounts as of and for the three and nine months ended September 30, 2022. The table below sets forth the unaudited condensed consolidated balance sheet information, including the balances as reported, adjustments and the balances as restated (in thousands, except per share amounts): September 30, 2022 As Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents 211,812 — 211,812 Accounts receivable, net of allowances of $4,419 13,578 122 13,700 Prepaid expenses and other current assets 16,624 (264) 16,360 Current assets held for sale 22,722 — 22,722 Total current assets 264,736 (142) 264,594 Property and equipment, net 29,012 — 29,012 Goodwill 63,184 — 63,184 Intangible assets, net 13,552 — 13,552 September 30, 2022 As Reported Adjustments As Restated Operating lease right-of-use assets 11,796 — 11,796 Deferred income taxes 27,473 2,803 30,276 Available-for-sale debt securities 1,183 — 1,183 Other assets 12,877 (1) 12,876 Total assets 423,813 2,660 426,473 Liabilities and stockholders’ equity Current liabilities: Accounts payable 25,805 — 25,805 Accrued expenses and other current liabilities 59,916 (21) 59,895 Deferred revenue 168,705 (738) 167,967 Operating lease liabilities 2,054 — 2,054 Total current liabilities 256,480 (759) 255,721 Operating lease liabilities, non-current 9,568 — 9,568 Deferred revenue 1,013 — 1,013 Other liabilities 2,926 — 2,926 Total liabilities 269,987 (759) 269,228 Commitments and contingencies Stockholders’ equity: Preferred stock, $0.001 par value; 100,000 shares authorized; 0 issued or outstanding at September 30, 2022 — — — Common stock, $0.001 par value; 1,000,000 shares authorized; 193,848 shares issued and outstanding at September 30, 2022 193 — 193 Additional paid-in capital 1,015,068 — 1,015,068 Accumulated deficit (865,933) 3,419 (862,514) Accumulated other comprehensive income 4,498 — 4,498 Total stockholders’ equity 153,826 3,419 157,245 Total liabilities and stockholders’ equity $ 423,813 $ 2,660 $ 426,473 The table below sets forth the unaudited condensed consolidated statements of operations, including the balances as reported, adjustments and the as restated balances (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 As Reported Adjustments As Restated As reported Adjustments As restated Revenue $ 154,416 $ 861 $155,277 $ 472,492 $ 861 $473,353 Cost of revenue 50,050 264 50,314 163,383 264 163,647 Gross profit 104,366 597 104,963 309,109 597 309,706 Operating expenses: Sales and marketing 66,145 1,224 67,369 215,964 — 215,964 Technology and development 17,457 — 17,457 51,613 — 51,613 General and administrative 30,103 — 30,103 88,560 — 88,560 Impairment of long-lived and other assets 237 — 237 237 — 237 Total operating expenses 113,942 1,224 115,166 356,374 — 356,374 Loss from operations (9,576) (627) (10,203) (47,265) 597 (46,668) Interest income, net 535 — 535 511 — 511 Other expense, net (2,536) — (2,536) (6,102) — (6,102) Loss before income taxes (11,577) (627) (12,204) (52,856) 597 (52,259) (Benefit from) provision for income taxes (1,469) 1,246 (223) 1,040 (2,822) (1,782) Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 As Reported Adjustments As Restated As reported Adjustments As restated Net loss $ (10,108) $ (1,873) $ (11,981) $ (53,896) $ 3,419 $ (50,477) Net loss per share attributable to common stockholders—basic and diluted: $ (0.05) $ — $ (0.06) $ (0.27) $ — $ (0.26) Weighted-average shares used to compute net loss per share attributable to common stockholders—basic and diluted: 194,906 — 194,906 196,984 — 196,984 The table below sets forth the unaudited condensed consolidated statements of comprehensive loss, including balances as reported, adjustments and balances as restated amounts (in thousands): Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 As Reported Adjustments As Restated As reported Adjustments As restated Net Loss $ (10,108) $ (1,873) $ (11,981) $ (53,896) $ 3,419 $ (50,477) Total other comprehensive income 2,644 — 2,644 6,293 — 6,293 Total comprehensive loss $ (7,464) $ (1,873) $ (9,337) $ (47,603) $ 3,419 $ (44,184) The table below sets forth the unaudited condensed consolidated statements of stockholders’ equity, including balances as reported, adjustments and balances as restated amounts (in thousands): Common Stock Additional Accumulated Accumulated Total Shares Amount Balance at September 30, 2022 as reported 193,848 $ 193 $ 1,015,068 $ (865,933) $ 4,498 $ 153,826 Cumulative adjustments to net loss — — — 3,419 — 3,419 Balance at September 30, 2022 as restated 193,848 $ 193 $ 1,015,068 $ (862,514) $ 4,498 $ 157,245 The table below sets forth the unaudited condensed consolidated statement of cash flows, including balances as reported, adjustments and balances as restated amounts (in thousands): Nine Months Ended September 30, 2022 As Reported Adjustments As Restated Cash flows from operating activities Net loss $ (53,896) $ 3,419 $ (50,477) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 16,187 — 16,187 Amortization of right-of-use assets 1,290 — 1,290 Amortization of debt issuance costs 170 — 170 Impairment of other equity security 170 — 170 Impairment of long-lived assets 237 — 237 Stock-based compensation 64,490 — 64,490 Deferred income taxes 166 (2,803) (2,637) Change in fair value of contingent consideration (150) — (150) Unrealized foreign exchange loss 5,958 — 5,958 Other (1) — (1) Nine Months Ended September 30, 2022 As Reported Adjustments As Restated Changes in operating assets and liabilities, net of effects of business combination: Accounts receivable (2,902) (122) (3,024) Prepaid expenses and other current assets (560) 264 (296) Other assets (864) 1 (863) Accounts payable (6,417) — (6,417) Accrued expenses and other liabilities 7,606 (21) 7,585 Operating lease liabilities (1,599) — (1,599) Income tax payable 22 — 22 Deferred revenue 22,108 (738) 21,370 Net cash provided by operating activities 52,015 — 52,015 Cash flows from investing activities Acquisition, net of cash acquired (2,532) — (2,532) Proceeds from acquisition working capital adjustment 307 — 307 Purchase of property and equipment (16,441) — (16,441) Net cash used in investing activities (18,666) — (18,666) Cash flows from financing activities Payment of contingent consideration (600) — (600) Repurchase of common stock (61,736) — (61,736) Shares surrendered for settlement of minimum statutory tax withholding (41) — (41) Proceeds from issuance of stock under employee stock plans 1,682 — 1,682 Net cash used in financing activities (60,695) — (60,695) Effect of exchange rate changes on cash and cash equivalents (139) — (139) Net decrease in cash and cash equivalents, and restricted cash equivalents (27,485) — (27,485) Cash and cash equivalents, and restricted cash equivalents, at beginning of the period 239,297 — 239,297 Cash and cash equivalents at end of the period $ 211,812 $ — $ 211,812 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022. The December 31, 2022 unaudited 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 nine months ended September 30, 2023 from those disclosed in the annual consolidated financial statements for the year ended December 31, 2022 and the related notes, except as noted below in the Recently Adopted Accounting Pronouncements . The operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results expected for the full year ending December 31, 2023. 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 consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, revenue recognition, sales allowances and expected credit loss allowances, available-for-sale debt securities, other equity securities, recoverability of long-lived assets and goodwill, income taxes, commitments and contingencies, and stock-based compensation. Actual results could differ materially from those estimates. On an ongoing basis, we evaluate the estimates compared to historical experience and other factors including the current economic and regulatory environment, which form the basis for our judgments about the carrying value of assets and liabilities. Significant Accounting Policies Significant accounting policies are detailed in "Note 2. Summary of Significant Accounting Policies" of our Annual Report on Form 10-K for the year ended December 31, 2022. On January 1, 2022, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification No. 842, Leases, or ASC 842, with application to leases that existed as of the adoption date. On January 1, 2022, we also adopted Accounting Standard Update, or ASU, No. 2016-13, Financial Instruments—Credit losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , or ASU 2016-13, using the modified-retrospective transition method for assets measured at amortized cost other than available-for-sale debt securities, which was adopted using a prospective transition approach. The adoption of ASU 2016-13 did not have a material impact on our unaudited condensed consolidated financial statements. 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 nine months ended September 30, 2023 and 2022. Our property and equipment and right-of-use, or ROU, assets located outside of the U.S. were immaterial as of September 30, 2023 and December 31, 2022. Foreign Currency The British Pound Sterling is the functional currency for our foreign subsidiaries domiciled in the U.K. 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 income (loss) as a component of our unaudited condensed consolidated statements of stockholders’ equity. We recognized foreign currency transaction loss of $0.9 million and gain of $0.2 million during the three and nine months ended September 30, 2023, respectively, and losses of $2.6 million and $6.0 million during the three and nine months ended September 30, 2022, 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 t han 10% of total r evenue for the three and nine months ended September 30, 2023 and 2022. At September 30, 2023 and December 31, 2022, there were no customers with an outstanding balance of 10% or more of our total accounts receivable balance. Accounts Receivable and Allowance for Credit Losses Our accounts receivable balances, which are not collateralized and do not bear interest, primarily consist of amounts receivable from our credit and debit card merchant processors, customer receivables, and fees due from third-parties for services purchased by our customers from such third-parties. We reduce our accounts receivable for sales allowances and a reserve for potentially uncollectible receivables. We determine the amount of the allowances based on various factors, including historical collection experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. Account balances are charged off against the allowance when we determine that it is not probable we will collect the receivable. At September 30, 2023 and December 31, 2022 the allowance for credit losses was not material. Leases On January 1, 2022, we recorded operating lease 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 of ASC 842, 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 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, we used the portfolio approach when applying the discount rate selected based on the dollar amount and term of the obligation. We determine 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 sheets. 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 the 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 the 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, sales allowances and credit reserves. Subscription revenue —Subscription revenue is generated primarily from subscriptions to our registered agent, compliance packages, attorney advice, legal forms, tax, virtual mail and e-signature services, and software-as-a-service, or SaaS, accounting solution subscriptions and 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 transaction price 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. For transaction and subscription revenue, we generally collect payments and fees at the time orders are placed and prior to services being rendered. We record amounts collected for services that have not been performed as deferred revenue on our consolidated balance sheet. The transaction price that we record is generally based on the contractual amounts and is reduced for estimated sales allowances for price concessions, charge-backs, sales credits and refunds, which are accounted for as variable consideration when estimating the amount of revenue to recognize. 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Transaction $ 57,351 $ 58,411 $ 180,084 $ 189,027 Subscription 104,457 91,397 303,967 267,069 Partner 5,466 5,469 18,013 17,257 Total revenue $ 167,274 $ 155,277 $ 502,064 $ 473,353 Recent Accounting Pronouncements Prior to December 31, 2022, we qualified as an emerging growth company, or EGC, and were allowed by the Jumpstart Our Business Startups Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements were made applicable to private companies. We became a large accelerated filer and no longer qualified as an EGC at the conclusion of the fiscal year ended December 31, 2022. The adoption dates discussed below for recently adopted accounting pronouncements reflect the transition periods required as a result of becoming a large accelerated filer as of December 31, 2022. We will be required to adopt all future new or revised accounting pronouncements in accordance with public company timelines. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , which revises the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which results in more timely recognition of losses on financial instruments, including, but not limited to, available-for-sale debt securities and accounts receivable. We adopted ASU 2016-13 effective January 1, 2022. The adoption of this accounting standard did not have a material impact on our unaudited condensed 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 ASU 2022-03, which clarifies 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. The amendments are effective for fiscal years beginning after December 15, 2023. We early adopted ASU 2022-03 during the three months ended June 30, 2023. The adoption of this accounting standard did not have a material impact on our unaudited condensed consolidated financial statements. In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations , which requires that a buyer in a supplier finance program disclose qualitative and quantitative information about its supplier finance programs. We adopted ASU 2022-04 effective January 1, 2023. The adoption of this accounting standard did not have a material impact on our unaudited condensed consolidated financial statements. In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements, which amends certain provisions of ASC 842 related to the accounting for leasehold improvements in common-control arrangements. ASU 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We early adopted ASU 2023-01 effective January 1, 2023. The adoption of this accounting standard did not have a material impact on our unaudited condensed consolidated financial statements. In March 2023, the FASB issued ASU No. 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method, which allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. ASU 2023-02 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We early adopted ASU 2023-02 effective January 1, 2023. The adoption of this accounting standard did not have a material impact on our unaudited condensed consolidated financial statements. In July 2023, the FASB issued ASU 2023-03 to amend various paragraphs in the Accounting Standards Codification to align with the previously issued SEC guidance. ASU 2023-03 did not provide any new guidance, and there is no transition or effective date associated with it resulting in the ASU 2023-03 being effective upon issuance. Consequently, the adoption of this accounting standard did not have a material impact on our unaudited condensed consolidated financial statements. |
Other Financial Statement Infor
Other Financial Statement Information | 9 Months Ended |
Sep. 30, 2023 | |
Other Financial Information [Abstract] | |
Other Financial Statement Information | Other Financial Statement Information Accounts Receivable Changes in the allowances consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Beginning balance $ 5,734 $ 4,508 $ 4,730 $ 4,060 Add: amounts recognized as a reduction of revenue 1,271 2,099 7,349 6,291 Add: allowance for credit losses recognized in general and administrative expense 493 2 981 143 Less: write-offs, net of recoveries (1,795) (2,190) (7,357) (6,075) Ending balance $ 5,703 $ 4,419 $ 5,703 $ 4,419 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): September 30, 2023 December 31, 2022 Prepaid expenses $ 11,195 $ 10,624 Deferred cost of revenue 2,551 1,915 Capitalized cloud computing development costs 1,011 1,407 Income tax receivable 575 760 Other current assets 2,162 1,993 Total prepaid expenses and other current assets $ 17,494 $ 16,699 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2023 December 31, 2022 Accrued payroll and related expenses $ 27,082 $ 27,822 Accrued vendor payables 15,684 15,531 Accrued advertising 13 1,071 Sales allowances 4,672 4,426 Accrued sales, use and business taxes 4,800 3,838 September 30, 2023 December 31, 2022 Other 3,124 4,685 Total accrued expenses and other current liabilities $ 55,375 $ 57,373 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Cost of revenue $ 3,307 $ 1,966 $ 8,940 $ 6,220 Sales and marketing 1,400 1,754 4,011 5,508 Technology and development 1,168 694 2,867 2,112 General and administrative 780 840 2,243 2,347 Total depreciation and amortization expense $ 6,655 $ 5,254 $ 18,061 $ 16,187 Deferred revenue Deferred revenue as of September 30, 2023 and December 31, 2022 was $177.4 million and $165.1 million, respectively. Revenue recognized in the three months ended September 30, 2023 and 2022 that was included in deferred revenue as of June 30, 2023 and 2022 was $86.5 million and $81.7 million, respectively. Revenue recognized in the nine months ended September 30, 2023 and 2022 that was included in deferred revenue as of December 31, 2022 and 2021 was $154.6 million and $146.5 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. |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | Assets Held for SaleDuring the quarter ended September 30, 2022, following an evaluation of our office space and business requirements, we commenced a plan to sell our operational headquarters in Austin, Texas, consisting of land, a building and building improvements, and determined that these assets met the held for sale criteria. We ceased recording depreciation on these assets upon meeting the held for sale criteria. At September 30, 2023, the total carrying value of the assets held for sale was $22.7 million. The estimated fair value less costs to sell the assets held for sale exceed their carrying values and hence no impairment was necessary during the quarter ended September 30, 2023. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions United Agent Services Corp In August 2022, we acquired certain assets and liabilities of United Agency Services Corp, or UA Services, a company providing registered agent services and corporate compliance solutions for $3.5 million, of which $2.6 million was paid in cash on the acquisition date and up to $1.0 million was payable in cash within twelve months from the acquisition date based upon the achievement of certain earnout metrics. During the three and nine months ended September 30, 2023, we recorded a $0.1 million and $0.8 million, respectively, reduction in fair value of contingent consideration as a component of cost of revenue because the earnout metrics were not achieved. Furthermore, an additional payment of up to $0.4 million to the seller of UA Services was contingent on certain service conditions being met. This amount was excluded from the purchase consideration and was recorded as compensation expense in 2022. The acquisition was completed in order to build a more durable registered agency platform and has been accounted for as a business combination. The purchase price was allocated to the assets acquired and liabilities assumed. Goodwill of $3.3 million arising from the acquisition consisted largely of the assembled workforce and synergies expected from combining our operations. The acquired goodwill was deductible for tax purposes. There were no intangible assets acquired in connection with this acquisition. Acquisition costs related to this transaction of approximately $0.4 million were expensed as incurred and are included in general |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt In 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 and up to $10.0 million in borrowings on same-day notice, referred to as swingline loans. Additional debt issuance costs of $0.8 million were allocated to the 2021 Revolving Facility. On May 5, 2023, we entered into an amendment to the 2021 Revolving Facility to replace the LIBOR interest rate benchmark with the Secured Overnight Financing Rate, or SOFR, benchmark, with a 0.10% credit spread adjustment to the SOFR benchmark, or Adjusted Term SOFR, for all available interest periods, provided that if the Adjusted Term SOFR is less than zero, the Adjusted Term SOFR shall be deemed to be zero. Other than the foregoing, the remaining terms of the 2021 Revolving Facility remained unchanged. The interest rate applicable to the 2021 Revolving Facility is subject to a 1.0% floor and is 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) Adjusted Term SOFR plus 1.0%. 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 SOFR 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 September 30, 2023 and December 31, 2022, we had no amounts outstanding under our 2021 Revolving Facility or any outstanding letters of credit and we were in compliance with all financial covenants. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments We have non-cancelable agreements with various vendors, which require us to pay $46.0 million over a 5-year period, of which $35.0 million remains to be paid as of September 30, 2023. Legal Proceedings From time to time, we may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. 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 | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Stock Repurchase Program On March 1, 2022, our board of directors approved a stock repurchase program authorizing us to repurchase up to $150.0 million of our common stock, with no fixed expiration. At September 30, 2023, there were no funds available for future repurchases under the 2022 stock repurchase program. In October 2023, our board of directors approved a new stock repurchase program authorizing repurchases of up to $100.0 million of our common stock, with no fixed expiration. Stock repurchases under this new program may be made through any manner, including open market transactions, accelerated stock 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. Shares repurchased under our share repurchase program are purchased for immediate retirement. During the three months ended September 30, 2023, we repurchased a total of 4,718,755 shares of our common stock for a total repurchase of $45.1 million directly from a selling stockholder, who is a related party due to selling shareholder’s ownership, in a private, non-underwritten transaction at a price of $9.55 per share, which was equal to the price paid by the underwriters to the selling stockholder in a concurrent secondary public offering. The repurchase was recorded as a reduction to stockholders' equity. Upon this repurchase, no further repurchases were available under our 2022 stock repurchase program. The secondary offering of 16,100,000 shares of our common stock by a selling stockholder was completed at a price to the public of $10.00 per share before underwriting discounts and commissions. All direct and incremental costs incurred in connection with the secondary offering were expensed because we did not receive any proceeds from the sale of shares of common stock in the secondary offering. During the nine months ended September 30, 2023, we repurchased a total of 5,867,835 shares of our common stock through open market purchases using Rule 10b5-1 plans and in the above private, non-underwritten transaction, at an average per share price of $9.35 for a total repurchase of $54.9 million including broker commissions. The repurchases were recorded as a reduction to stockholders' equity. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Cost of revenue $ 1,115 $ 597 $ 3,094 $ 2,205 Sales and marketing 1,623 2,972 $ 4,602 $ 9,633 Technology and development 4,706 3,857 $ 13,901 $ 12,303 General and administrative 8,138 12,352 $ 29,408 $ 40,349 Total stock-based compensation expense 15,582 19,778 $ 51,005 $ 64,490 Amount capitalized to internal-use software 1,054 549 $ 3,039 $ 1,779 Total stock-based compensation expense $ 16,636 $ 20,327 $ 54,044 $ 66,269 Stock Options During the nine months ended September 30, 2023, we granted 4.2 million stock options to members of our senior leadership team. Fair value of the options was measured using the Black-Scholes option pricing model on the date of grant, and associated expense will be recognized over the requisite service period. Vesting of the options will be accelerated upon a qualifying termination that occurs during the change-in-control period, as defined in the option grant agreement, or immediately prior to the effective time of a change-in-control if the option award is not assumed, continued or substituted by the surviving or acquiring entity (or its parent) in connection with such change-in-control. 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: Nine Months Ended September 30, 2023 Expected life (years) 5.87 Risk-free interest rate 3.4% - 3.8% Expected volatility 50.4% - 50.7% Expected dividend yield — Restricted Stock Units During the nine months ended September 30, 2023, we granted 8.2 million restricted stock units, or RSUs, with a total grant date fair value of $71.6 million to various employees. RSUs are measured based on the fair market value of the underlying stock on the date of grant and recognized as expense over the requisite service period. During the nine months ended September 30, 2023, we also granted 1.3 million RSUs with performance conditions, or PSUs, to members of our senior leadership team. Vesting of the PSUs is contingent upon the recipient’s continuous employment over the requisite service period and is subject to fulfillment by the Company of predefined performance criteria. Such awards will be earned only if certain performance targets established by and under the direction of the compensation committee of the board of directors are met during the performance period. The number of PSUs subject to vesting is determined at the end of the performance period and may equal zero percent (0%) to one hundred and fifty percent (150%) of the target award based upon Company’s achievement of certain revenue, profitability, and market share targets. If the performance criteria are achieved, 75% of the PSUs will vest on the date the compensation committee of the board of directors certifies achievement of the performance criteria, and the remaining 25% of the PSUs will vest on the one year anniversary of such certification date. PSUs 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 using graded vesting attribution method to the extent it is probable that the performance conditions will be achieved. At September 30, 2023, the awards were not probable of vesting, and, consequently, previously recognized stock-based compensation expense related to these PSU awards was reversed during three months ended September 30, 2023. In the event of a change-in-control (as defined in the employment agreement between the Company and each recipient of the performance award), the vesting conditions of the PSUs will be modified resulting in a vesting of a greater of (i) one hundred percent (100%) of the target award, or (ii) the number of shares commensurate with the Company’s market share for the trailing 12-month period ending on the date that is the end of the nearest month prior to the date of the change of control, provided that 75% of such PSUs will vest on June 30, 2024 and the remaining 25% of such PSUs will vest on June 30, 2025, subject to the recipients continuing to be service providers through each such date and accelerated if the acquirer does not assume the awards in an economically equivalent manner. On May 5, 2023, the compensation committee of the board of directors approved amendments to the terms of the stock option and RSU awards granted to members of our senior leadership team during the year ended December 31, 2022, whereby the vesting of such stock options and RSUs will be accelerated upon (i) a qualifying termination that occurs during the change-in-control period or (ii) the individual’s termination as a result of his or her death or disability (as each such term is defined in the employment agreement between the Company and applicable individual). Further, the amendments provide that such stock options, to the extent vested and outstanding on the date of the individual’s qualifying termination or the termination of the individual’s employment in the event of his or her death or disability, as applicable and after giving effect to the vesting acceleration, shall remain outstanding and exercisable until the earlier of: (x) the original expiration date of the stock options, (y) the one-year anniversary of the date of the individual’s termination of employment with the Company, and (z) immediately prior to the effective time of a change in control if such stock option is not assumed, continued or substituted by the surviving or acquiring entity (or its parent) in connection with such change in control. The modification to add the foregoing provisions did not result in an incremental fair value of the impacted awards because the original vesting conditions were expected to be satisfied as of the modification date and the termination of the individual’s employment in the event of change-in-control or as a result of his or her death or disability was not probable as of the date of this filing. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We recorded a provision for income taxes of $4.5 million and $14.4 million for the three and nine months ended September 30, 2023, respectively, and a benefit from income taxes of $0.2 million and $1.8 million for the three and nine months ended September 30, 2022, respectively. The effective tax rate for the three months ended September 30, 2023 and 2022 was 37.2% and 1.8% (as restated), respectively. For the nine months ended September 30, 2023 and 2022, the effective tax rate was 68.7% and 3.4% (as restated), respectively. The difference from the federal statutory rate of 21% is primarily due to the recognition of significant non-deductible stock-based compensation and other discrete adjustments. Gross unrecognized tax benefits were $9.7 million and $8.9 million as of September 30, 2023 and December 31, 2022, respectively. The gross unrecognized tax benefits, if recognized by us, will result in a reduction of approximately $9.7 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 returns for the years 2018 and forward and state income tax returns for the tax years 2008 and forward remain open to examination. We are under examination in one state which is not expected to have an impact on our results of operations, cash flows and financial condition. |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share Attributable to Common Stockholders | Net Income (Loss) Per Share Attributable to Common Stockholders The following table shows the computation of basic and diluted net income (loss) per share attributable to common stockholders (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Numerator: Net income (loss) $ 7,534 $ (11,981) $ 6,571 $ (50,477) Net income (loss) attributable to common stockholders—basic and diluted $ 7,534 $ (11,981) $ 6,571 $ (50,477) Denominator: Weighted-average common stock used in computing net income (loss) per share attributable to common stockholders—basic 191,033 194,906 191,222 196,984 Effect of potentially dilutive securities Options to purchase common stock 2,699 — 1,347 — Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) RSUs 3,702 — 2,372 — Employee stock purchase plan 20 — 12 — Weighted-average common stock used in computing net income (loss) per share attributable to common stockholders—diluted 197,454 194,906 194,953 196,984 Net income (loss) per share attributable to common stockholders—basic $ 0.04 $ (0.06) $ 0.03 $ (0.26) Net income (loss) per share attributable to common stockholders—diluted $ 0.04 $ (0.06) $ 0.03 $ (0.26) The following table presents the number of stock options, RSUs, and PSUs excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because they are anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Options to purchase common stock 3,661 17,703 11,752 17,703 RSUs 2,557 8,649 5,580 8,649 Employee stock purchase plan — 79 48 79 PSUs 1,316 — 1,316 — Total 7,534 26,431 18,696 26,431 |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RestructuringFrom time to time, we initiate cost reduction activities to integrate acquired businesses, to align our workforce with strategic business activities, or to improve efficiencies in our operations. During three and nine months ended September 30, 2023, we incurred $0.1 million and $0.8 million, respectively, in severance costs related to the reduction of our U.K. headcount, which is expected to be substantially complete by December 31, 2023. Restructuring expenses include severance for the impacted employees and are included in general and administrative expenses in the accompanying unaudited condensed consolidated financial statements |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022, our financial assets recorded at fair value on a recurring basis consist of cash equivalents and available-for-sale debt securities. At December 31, 2022, our financial liabilities recorded at fair value on a recurring basis consisted of contingent consideration from the UA Services acquisition. The cash equivalents consist of money market funds valued using quoted prices in active markets, which represents Level 1 inputs in the fair value hierarchy. The available-for-sale debt securities are valued using a Monte Carlo simulation, which include inputs that represent Level 3 inputs in the fair value hierarchy. Contingent consideration is valued using the present value and probability of the estimated future cash outflow, 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 September 30, 2023 Level 1 Level 2 Level 3 Available-for-sale debt securities $ — $ — $ 1,237 Money market funds 191,393 — — Total assets $ 191,393 $ — $ 1,237 As of December 31, 2022 Level 1 Level 2 Level 3 Available-for-sale debt securities $ — $ — $ 995 Money market fund 130,215 — — Total assets $ 130,215 $ — $ 995 Contingent consideration — — 836 Total liabilities $ — $ — $ 836 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 9 Months Ended |
Sep. 30, 2023 | |
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: Nine Months Ended September 30, 2023 (in thousands) Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Beginning balance at December 31, 2022 $ 1,358 $ — $ 1,358 Change during period (631) — (631) Ending balance at March 31, 2023 727 — 727 Change during period (536) — (536) Ending balance at June 30, 2023 $ 191 $ — $ 191 Change during period 980 — 980 Ending balance at September 30, 2023 $ 1,171 $ — $ 1,171 Available-for-sale debt securities: Beginning balance at December 31, 2022 $ 184 $ (45) $ 139 Unrealized gains (losses) — — — Ending balance at March 31, 2023 184 (45) 139 Unrealized gains (losses) — — — Ending balance at June 30, 2023 $ 184 $ (45) $ 139 Unrealized gains 230 (57) 173 Ending balance at September 30, 2023 $ 414 $ (102) $ 312 Accumulated other comprehensive income: Beginning balance at December 31, 2022 $ 1,542 $ (45) $ 1,497 Other comprehensive loss (631) — (631) Ending balance at March 31, 2023 911 (45) 866 Other comprehensive loss (536) — (536) Ending balance at June 30, 2023 $ 375 $ (45) $ 330 Nine Months Ended September 30, 2023 (in thousands) Before Tax Tax Effect Net of Tax Other comprehensive income 1,210 (57) 1,153 Ending balance at September 30, 2023 $ 1,585 $ (102) $ 1,483 Nine Months Ended September 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 Change during period 2,644 — 2,644 Ending balance at September 30, 2022 $ 4,177 $ — $ 4,177 Available-for-sale debt securities: Beginning balance at December 31, 2021 $ 331 $ (48) $ 283 Unrealized gains 51 (13) 38 Ending balance at March 31, 2022 382 (61) 321 Unrealized gains (losses) — — — Ending balance at June 30, 2022 $ 382 $ (61) $ 321 Unrealized gains — — — Ending balance at September 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 2,209 — 2,209 Ending balance at June 30, 2022 1,915 (61) 1,854 Other comprehensive income 2,644 — 2,644 Ending balance at September 30, 2022 $ 4,559 $ (61) $ 4,498 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net income (loss) | $ 7,534 | $ 1,395 | $ (2,358) | $ (11,981) | $ (12,743) | $ (25,753) | $ 6,571 | $ (50,477) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Noel Watson [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On September 8, 2023, Nicole Miller, our General Counsel, entered into a trading plan, or the Miller 10b5-1 Sales Plan, intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Miller 10b5-1 Sales Plan, which was entered into during an open trading window under the Company’s insider trading policy, will be in effect until the earlier of (1) May 31, 2024, or (2) the date on which an aggregate of 308,025 shares of the Company’s common stock have been sold under such Miller 10b5-1 Sales Plan. | |
Nicole Miller [Member] | ||
Trading Arrangements, by Individual | ||
Name | Nicole Miller | |
Title | General Counsel | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 8, 2023 | |
Arrangement Duration | 266 days | |
Aggregate Available | 308,025 | 308,025 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022. The December 31, 2022 unaudited 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 nine months ended September 30, 2023 from those disclosed in the annual consolidated financial statements for the year ended December 31, 2022 and the related notes, except as noted below in the Recently Adopted Accounting Pronouncements . The operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results expected for the full year ending December 31, 2023. |
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 consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, revenue recognition, sales allowances and expected credit loss allowances, available-for-sale debt securities, other equity securities, recoverability of long-lived assets and goodwill, income taxes, commitments and contingencies, and stock-based compensation. Actual results could differ materially from those estimates. On an ongoing basis, we evaluate the estimates compared to historical experience and other factors including the current economic and regulatory environment, which form the basis for our judgments about the carrying value of assets and liabilities. |
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 domiciled in the U.K. 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 income (loss) as a component of our unaudited condensed consolidated statements of stockholders’ equity. |
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. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Our accounts receivable balances, which are not collateralized and do not bear interest, primarily consist of amounts receivable from our credit and debit card merchant processors, customer receivables, and fees due from third-parties for services purchased by our customers from such third-parties. We reduce our accounts receivable for sales allowances and a reserve for potentially uncollectible receivables. We determine the amount of the allowances based on various factors, including historical collection experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to |
Leases | Leases On January 1, 2022, we recorded operating lease 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 of ASC 842, 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 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, we used the portfolio approach when applying the discount rate selected based on the dollar amount and term of the obligation. We determine 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 sheets. 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 the 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 the 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, sales allowances and credit reserves. Subscription revenue —Subscription revenue is generated primarily from subscriptions to our registered agent, compliance packages, attorney advice, legal forms, tax, virtual mail and e-signature services, and software-as-a-service, or SaaS, accounting solution subscriptions and 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 transaction price 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. For transaction and subscription revenue, we generally collect payments and fees at the time orders are placed and prior to services being rendered. We record amounts collected for services that have not been performed as deferred revenue on our consolidated balance sheet. The transaction price that we record is generally based on the contractual amounts and is reduced for estimated sales allowances for price concessions, charge-backs, sales credits and refunds, which are accounted for as variable consideration when estimating the amount of revenue to recognize. 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 and Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements Prior to December 31, 2022, we qualified as an emerging growth company, or EGC, and were allowed by the Jumpstart Our Business Startups Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements were made applicable to private companies. We became a large accelerated filer and no longer qualified as an EGC at the conclusion of the fiscal year ended December 31, 2022. The adoption dates discussed below for recently adopted accounting pronouncements reflect the transition periods required as a result of becoming a large accelerated filer as of December 31, 2022. We will be required to adopt all future new or revised accounting pronouncements in accordance with public company timelines. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , which revises the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which results in more timely recognition of losses on financial instruments, including, but not limited to, available-for-sale debt securities and accounts receivable. We adopted ASU 2016-13 effective January 1, 2022. The adoption of this accounting standard did not have a material impact on our unaudited condensed 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 ASU 2022-03, which clarifies 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. The amendments are effective for fiscal years beginning after December 15, 2023. We early adopted ASU 2022-03 during the three months ended June 30, 2023. The adoption of this accounting standard did not have a material impact on our unaudited condensed consolidated financial statements. In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations , which requires that a buyer in a supplier finance program disclose qualitative and quantitative information about its supplier finance programs. We adopted ASU 2022-04 effective January 1, 2023. The adoption of this accounting standard did not have a material impact on our unaudited condensed consolidated financial statements. In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements, which amends certain provisions of ASC 842 related to the accounting for leasehold improvements in common-control arrangements. ASU 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We early adopted ASU 2023-01 effective January 1, 2023. The adoption of this accounting standard did not have a material impact on our unaudited condensed consolidated financial statements. In March 2023, the FASB issued ASU No. 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method, which allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. ASU 2023-02 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We early adopted ASU 2023-02 effective January 1, 2023. The adoption of this accounting standard did not have a material impact on our unaudited condensed consolidated financial statements. In July 2023, the FASB issued ASU 2023-03 to amend various paragraphs in the Accounting Standards Codification to align with the previously issued SEC guidance. ASU 2023-03 did not provide any new guidance, and there is no transition or effective date associated with it resulting in the ASU 2023-03 being effective upon issuance. Consequently, the adoption of this accounting standard did not have a material impact on our unaudited condensed consolidated financial statements. |
Restatement (Tables)
Restatement (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | Description of Restatement of Financial Information In the following tables, we have presented a reconciliation of our unaudited condensed consolidated financial information as originally reported, to the as restated amounts as of and for the three and nine months ended September 30, 2022. The table below sets forth the unaudited condensed consolidated balance sheet information, including the balances as reported, adjustments and the balances as restated (in thousands, except per share amounts): September 30, 2022 As Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents 211,812 — 211,812 Accounts receivable, net of allowances of $4,419 13,578 122 13,700 Prepaid expenses and other current assets 16,624 (264) 16,360 Current assets held for sale 22,722 — 22,722 Total current assets 264,736 (142) 264,594 Property and equipment, net 29,012 — 29,012 Goodwill 63,184 — 63,184 Intangible assets, net 13,552 — 13,552 September 30, 2022 As Reported Adjustments As Restated Operating lease right-of-use assets 11,796 — 11,796 Deferred income taxes 27,473 2,803 30,276 Available-for-sale debt securities 1,183 — 1,183 Other assets 12,877 (1) 12,876 Total assets 423,813 2,660 426,473 Liabilities and stockholders’ equity Current liabilities: Accounts payable 25,805 — 25,805 Accrued expenses and other current liabilities 59,916 (21) 59,895 Deferred revenue 168,705 (738) 167,967 Operating lease liabilities 2,054 — 2,054 Total current liabilities 256,480 (759) 255,721 Operating lease liabilities, non-current 9,568 — 9,568 Deferred revenue 1,013 — 1,013 Other liabilities 2,926 — 2,926 Total liabilities 269,987 (759) 269,228 Commitments and contingencies Stockholders’ equity: Preferred stock, $0.001 par value; 100,000 shares authorized; 0 issued or outstanding at September 30, 2022 — — — Common stock, $0.001 par value; 1,000,000 shares authorized; 193,848 shares issued and outstanding at September 30, 2022 193 — 193 Additional paid-in capital 1,015,068 — 1,015,068 Accumulated deficit (865,933) 3,419 (862,514) Accumulated other comprehensive income 4,498 — 4,498 Total stockholders’ equity 153,826 3,419 157,245 Total liabilities and stockholders’ equity $ 423,813 $ 2,660 $ 426,473 The table below sets forth the unaudited condensed consolidated statements of operations, including the balances as reported, adjustments and the as restated balances (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 As Reported Adjustments As Restated As reported Adjustments As restated Revenue $ 154,416 $ 861 $155,277 $ 472,492 $ 861 $473,353 Cost of revenue 50,050 264 50,314 163,383 264 163,647 Gross profit 104,366 597 104,963 309,109 597 309,706 Operating expenses: Sales and marketing 66,145 1,224 67,369 215,964 — 215,964 Technology and development 17,457 — 17,457 51,613 — 51,613 General and administrative 30,103 — 30,103 88,560 — 88,560 Impairment of long-lived and other assets 237 — 237 237 — 237 Total operating expenses 113,942 1,224 115,166 356,374 — 356,374 Loss from operations (9,576) (627) (10,203) (47,265) 597 (46,668) Interest income, net 535 — 535 511 — 511 Other expense, net (2,536) — (2,536) (6,102) — (6,102) Loss before income taxes (11,577) (627) (12,204) (52,856) 597 (52,259) (Benefit from) provision for income taxes (1,469) 1,246 (223) 1,040 (2,822) (1,782) Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 As Reported Adjustments As Restated As reported Adjustments As restated Net loss $ (10,108) $ (1,873) $ (11,981) $ (53,896) $ 3,419 $ (50,477) Net loss per share attributable to common stockholders—basic and diluted: $ (0.05) $ — $ (0.06) $ (0.27) $ — $ (0.26) Weighted-average shares used to compute net loss per share attributable to common stockholders—basic and diluted: 194,906 — 194,906 196,984 — 196,984 The table below sets forth the unaudited condensed consolidated statements of comprehensive loss, including balances as reported, adjustments and balances as restated amounts (in thousands): Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 As Reported Adjustments As Restated As reported Adjustments As restated Net Loss $ (10,108) $ (1,873) $ (11,981) $ (53,896) $ 3,419 $ (50,477) Total other comprehensive income 2,644 — 2,644 6,293 — 6,293 Total comprehensive loss $ (7,464) $ (1,873) $ (9,337) $ (47,603) $ 3,419 $ (44,184) The table below sets forth the unaudited condensed consolidated statements of stockholders’ equity, including balances as reported, adjustments and balances as restated amounts (in thousands): Common Stock Additional Accumulated Accumulated Total Shares Amount Balance at September 30, 2022 as reported 193,848 $ 193 $ 1,015,068 $ (865,933) $ 4,498 $ 153,826 Cumulative adjustments to net loss — — — 3,419 — 3,419 Balance at September 30, 2022 as restated 193,848 $ 193 $ 1,015,068 $ (862,514) $ 4,498 $ 157,245 The table below sets forth the unaudited condensed consolidated statement of cash flows, including balances as reported, adjustments and balances as restated amounts (in thousands): Nine Months Ended September 30, 2022 As Reported Adjustments As Restated Cash flows from operating activities Net loss $ (53,896) $ 3,419 $ (50,477) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 16,187 — 16,187 Amortization of right-of-use assets 1,290 — 1,290 Amortization of debt issuance costs 170 — 170 Impairment of other equity security 170 — 170 Impairment of long-lived assets 237 — 237 Stock-based compensation 64,490 — 64,490 Deferred income taxes 166 (2,803) (2,637) Change in fair value of contingent consideration (150) — (150) Unrealized foreign exchange loss 5,958 — 5,958 Other (1) — (1) Nine Months Ended September 30, 2022 As Reported Adjustments As Restated Changes in operating assets and liabilities, net of effects of business combination: Accounts receivable (2,902) (122) (3,024) Prepaid expenses and other current assets (560) 264 (296) Other assets (864) 1 (863) Accounts payable (6,417) — (6,417) Accrued expenses and other liabilities 7,606 (21) 7,585 Operating lease liabilities (1,599) — (1,599) Income tax payable 22 — 22 Deferred revenue 22,108 (738) 21,370 Net cash provided by operating activities 52,015 — 52,015 Cash flows from investing activities Acquisition, net of cash acquired (2,532) — (2,532) Proceeds from acquisition working capital adjustment 307 — 307 Purchase of property and equipment (16,441) — (16,441) Net cash used in investing activities (18,666) — (18,666) Cash flows from financing activities Payment of contingent consideration (600) — (600) Repurchase of common stock (61,736) — (61,736) Shares surrendered for settlement of minimum statutory tax withholding (41) — (41) Proceeds from issuance of stock under employee stock plans 1,682 — 1,682 Net cash used in financing activities (60,695) — (60,695) Effect of exchange rate changes on cash and cash equivalents (139) — (139) Net decrease in cash and cash equivalents, and restricted cash equivalents (27,485) — (27,485) Cash and cash equivalents, and restricted cash equivalents, at beginning of the period 239,297 — 239,297 Cash and cash equivalents at end of the period $ 211,812 $ — $ 211,812 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Revenue Recognition | Revenue from our transaction, subscription and partner revenue is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Transaction $ 57,351 $ 58,411 $ 180,084 $ 189,027 Subscription 104,457 91,397 303,967 267,069 Partner 5,466 5,469 18,013 17,257 Total revenue $ 167,274 $ 155,277 $ 502,064 $ 473,353 |
Other Financial Statement Inf_2
Other Financial Statement Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Financial Information [Abstract] | |
Schedule of Changes in the Allowance | Changes in the allowances consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Beginning balance $ 5,734 $ 4,508 $ 4,730 $ 4,060 Add: amounts recognized as a reduction of revenue 1,271 2,099 7,349 6,291 Add: allowance for credit losses recognized in general and administrative expense 493 2 981 143 Less: write-offs, net of recoveries (1,795) (2,190) (7,357) (6,075) Ending balance $ 5,703 $ 4,419 $ 5,703 $ 4,419 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2023 December 31, 2022 Prepaid expenses $ 11,195 $ 10,624 Deferred cost of revenue 2,551 1,915 Capitalized cloud computing development costs 1,011 1,407 Income tax receivable 575 760 Other current assets 2,162 1,993 Total prepaid expenses and other current assets $ 17,494 $ 16,699 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2023 December 31, 2022 Accrued payroll and related expenses $ 27,082 $ 27,822 Accrued vendor payables 15,684 15,531 Accrued advertising 13 1,071 Sales allowances 4,672 4,426 Accrued sales, use and business taxes 4,800 3,838 September 30, 2023 December 31, 2022 Other 3,124 4,685 Total accrued expenses and other current liabilities $ 55,375 $ 57,373 |
Schedule 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Cost of revenue $ 3,307 $ 1,966 $ 8,940 $ 6,220 Sales and marketing 1,400 1,754 4,011 5,508 Technology and development 1,168 694 2,867 2,112 General and administrative 780 840 2,243 2,347 Total depreciation and amortization expense $ 6,655 $ 5,254 $ 18,061 $ 16,187 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Cost of revenue $ 1,115 $ 597 $ 3,094 $ 2,205 Sales and marketing 1,623 2,972 $ 4,602 $ 9,633 Technology and development 4,706 3,857 $ 13,901 $ 12,303 General and administrative 8,138 12,352 $ 29,408 $ 40,349 Total stock-based compensation expense 15,582 19,778 $ 51,005 $ 64,490 Amount capitalized to internal-use software 1,054 549 $ 3,039 $ 1,779 Total stock-based compensation expense $ 16,636 $ 20,327 $ 54,044 $ 66,269 |
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: Nine Months Ended September 30, 2023 Expected life (years) 5.87 Risk-free interest rate 3.4% - 3.8% Expected volatility 50.4% - 50.7% Expected dividend yield — |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table shows the computation of basic and diluted net income (loss) per share attributable to common stockholders (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Numerator: Net income (loss) $ 7,534 $ (11,981) $ 6,571 $ (50,477) Net income (loss) attributable to common stockholders—basic and diluted $ 7,534 $ (11,981) $ 6,571 $ (50,477) Denominator: Weighted-average common stock used in computing net income (loss) per share attributable to common stockholders—basic 191,033 194,906 191,222 196,984 Effect of potentially dilutive securities Options to purchase common stock 2,699 — 1,347 — Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) RSUs 3,702 — 2,372 — Employee stock purchase plan 20 — 12 — Weighted-average common stock used in computing net income (loss) per share attributable to common stockholders—diluted 197,454 194,906 194,953 196,984 Net income (loss) per share attributable to common stockholders—basic $ 0.04 $ (0.06) $ 0.03 $ (0.26) Net income (loss) per share attributable to common stockholders—diluted $ 0.04 $ (0.06) $ 0.03 $ (0.26) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the number of stock options, RSUs, and PSUs excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because they are anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Options to purchase common stock 3,661 17,703 11,752 17,703 RSUs 2,557 8,649 5,580 8,649 Employee stock purchase plan — 79 48 79 PSUs 1,316 — 1,316 — Total 7,534 26,431 18,696 26,431 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule 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 September 30, 2023 Level 1 Level 2 Level 3 Available-for-sale debt securities $ — $ — $ 1,237 Money market funds 191,393 — — Total assets $ 191,393 $ — $ 1,237 As of December 31, 2022 Level 1 Level 2 Level 3 Available-for-sale debt securities $ — $ — $ 995 Money market fund 130,215 — — Total assets $ 130,215 $ — $ 995 Contingent consideration — — 836 Total liabilities $ — $ — $ 836 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | Changes in accumulated other comprehensive (loss) income consisted of the following: Nine Months Ended September 30, 2023 (in thousands) Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Beginning balance at December 31, 2022 $ 1,358 $ — $ 1,358 Change during period (631) — (631) Ending balance at March 31, 2023 727 — 727 Change during period (536) — (536) Ending balance at June 30, 2023 $ 191 $ — $ 191 Change during period 980 — 980 Ending balance at September 30, 2023 $ 1,171 $ — $ 1,171 Available-for-sale debt securities: Beginning balance at December 31, 2022 $ 184 $ (45) $ 139 Unrealized gains (losses) — — — Ending balance at March 31, 2023 184 (45) 139 Unrealized gains (losses) — — — Ending balance at June 30, 2023 $ 184 $ (45) $ 139 Unrealized gains 230 (57) 173 Ending balance at September 30, 2023 $ 414 $ (102) $ 312 Accumulated other comprehensive income: Beginning balance at December 31, 2022 $ 1,542 $ (45) $ 1,497 Other comprehensive loss (631) — (631) Ending balance at March 31, 2023 911 (45) 866 Other comprehensive loss (536) — (536) Ending balance at June 30, 2023 $ 375 $ (45) $ 330 Nine Months Ended September 30, 2023 (in thousands) Before Tax Tax Effect Net of Tax Other comprehensive income 1,210 (57) 1,153 Ending balance at September 30, 2023 $ 1,585 $ (102) $ 1,483 Nine Months Ended September 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 Change during period 2,644 — 2,644 Ending balance at September 30, 2022 $ 4,177 $ — $ 4,177 Available-for-sale debt securities: Beginning balance at December 31, 2021 $ 331 $ (48) $ 283 Unrealized gains 51 (13) 38 Ending balance at March 31, 2022 382 (61) 321 Unrealized gains (losses) — — — Ending balance at June 30, 2022 $ 382 $ (61) $ 321 Unrealized gains — — — Ending balance at September 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 2,209 — 2,209 Ending balance at June 30, 2022 1,915 (61) 1,854 Other comprehensive income 2,644 — 2,644 Ending balance at September 30, 2022 $ 4,559 $ (61) $ 4,498 |
Restatement - Additional Inform
Restatement - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Provision for (benefit from) income taxes | $ 4,463 | $ (223) | $ 14,427 | $ (1,782) | |
Selling and marketing expense | (51,071) | (67,369) | (164,746) | (215,964) | |
Revenue | 167,274 | 155,277 | 502,064 | 473,353 | |
Cost of revenue | $ 59,213 | 50,314 | $ 183,356 | 163,647 | |
Adjustments | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Provision for (benefit from) income taxes | 1,246 | (2,822) | |||
Selling and marketing expense | (1,224) | 0 | |||
Revenue | 861 | 861 | |||
Cost of revenue | 264 | 264 | |||
Adjustments | Error Correction, Income Tax Benefit Adjustment | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Provision for (benefit from) income taxes | 1,200 | ||||
Adjustments | Error Correction, Income Tax Expense Adjustment | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Provision for (benefit from) income taxes | $ (2,800) | ||||
Adjustments | Error Correction, Other, CAM Credit | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Selling and marketing expense | $ 1,200 | ||||
Adjustments | Error Correction, Other, Recognition Period Error | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Revenue | 900 | ||||
Cost of revenue | $ 300 |
Restatement - Unaudited Condens
Restatement - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Current assets: | |||||||||
Cash and cash equivalents | $ 212,147 | $ 189,082 | $ 211,812 | ||||||
Accounts receivable, net of allowances of $4,419 | 14,417 | 13,177 | 13,700 | ||||||
Allowance for credit loss | 5,703 | $ 5,734 | 4,730 | 4,419 | $ 4,508 | $ 4,060 | |||
Prepaid expenses and other current assets | 17,494 | 16,699 | 16,360 | ||||||
Current assets held for sale | 22,722 | 22,722 | 22,722 | ||||||
Total current assets | 266,780 | 241,680 | 264,594 | ||||||
Property and equipment, net | 43,763 | 30,823 | 29,012 | ||||||
Goodwill | 63,318 | 63,229 | 63,184 | ||||||
Intangible assets, net | 15,026 | 18,900 | 13,552 | ||||||
Operating lease right-of-use assets | 9,199 | 11,148 | 11,796 | $ 5,700 | |||||
Deferred income taxes | 18,570 | 29,380 | 30,276 | ||||||
Available-for-sale debt securities | 1,237 | 995 | 1,183 | ||||||
Other assets | 8,620 | 9,240 | 12,876 | ||||||
Total assets | 426,513 | 405,395 | 426,473 | ||||||
Current liabilities: | |||||||||
Accounts payable | 32,311 | 25,312 | 25,805 | ||||||
Accrued expenses and other current liabilities | 55,375 | 57,373 | 59,895 | ||||||
Deferred revenue | 176,867 | 164,200 | 167,967 | ||||||
Operating lease liabilities | 2,269 | 2,317 | 2,054 | ||||||
Total current liabilities | 266,822 | 249,202 | 255,721 | ||||||
Operating lease liabilities, non-current | 7,346 | 8,958 | 9,568 | ||||||
Deferred revenue | 560 | 892 | 1,013 | ||||||
Other liabilities | 4,443 | 3,968 | 2,926 | ||||||
Total liabilities | 279,171 | 263,020 | 269,228 | ||||||
Stockholders’ equity: | |||||||||
Preferred stock, $0.001 par value; 100,000 shares authorized at September 30, 2023 and December 31, 2022, none issued or outstanding at September 30, 2023 and December 31, 2022 | $ 0 | $ 0 | $ 0 | ||||||
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred stock shares authorized (in shares) | 100,000 | 100,000 | 100,000 | ||||||
Preferred stock shares issued (in shares) | 0 | 0 | 0 | ||||||
Preferred stock shares outstanding (in shares) | 0 | 0 | 0 | ||||||
Common stock, $0.001 par value; 1,000,000 shares authorized; 187,776 shares and 190,822 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | $ 187 | $ 190 | $ 193 | ||||||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common stock shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Common stock shares issued (in shares) | 187,776 | 190,822 | 193,848 | ||||||
Common stock shares outstanding (in shares) | 187,776 | 190,822 | 193,848 | ||||||
Additional paid-in capital | $ 1,086,222 | $ 1,032,550 | $ 1,015,068 | ||||||
Accumulated deficit | (940,550) | (891,862) | (862,514) | ||||||
Accumulated other comprehensive income | 1,483 | 1,497 | 4,498 | ||||||
Total stockholders’ equity | 147,342 | $ 168,349 | $ 150,017 | 142,375 | 157,245 | $ 170,948 | $ 194,707 | $ 197,551 | |
Total liabilities and stockholders’ equity | $ 426,513 | $ 405,395 | 426,473 | ||||||
As Reported | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 211,812 | ||||||||
Accounts receivable, net of allowances of $4,419 | 13,578 | ||||||||
Prepaid expenses and other current assets | 16,624 | ||||||||
Current assets held for sale | 22,722 | ||||||||
Total current assets | 264,736 | ||||||||
Property and equipment, net | 29,012 | ||||||||
Goodwill | 63,184 | ||||||||
Intangible assets, net | 13,552 | ||||||||
Operating lease right-of-use assets | 11,796 | ||||||||
Deferred income taxes | 27,473 | ||||||||
Available-for-sale debt securities | 1,183 | ||||||||
Other assets | 12,877 | ||||||||
Total assets | 423,813 | ||||||||
Current liabilities: | |||||||||
Accounts payable | 25,805 | ||||||||
Accrued expenses and other current liabilities | 59,916 | ||||||||
Deferred revenue | 168,705 | ||||||||
Operating lease liabilities | 2,054 | ||||||||
Total current liabilities | 256,480 | ||||||||
Operating lease liabilities, non-current | 9,568 | ||||||||
Deferred revenue | 1,013 | ||||||||
Other liabilities | 2,926 | ||||||||
Total liabilities | 269,987 | ||||||||
Stockholders’ equity: | |||||||||
Preferred stock, $0.001 par value; 100,000 shares authorized at September 30, 2023 and December 31, 2022, none issued or outstanding at September 30, 2023 and December 31, 2022 | 0 | ||||||||
Common stock, $0.001 par value; 1,000,000 shares authorized; 187,776 shares and 190,822 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 193 | ||||||||
Additional paid-in capital | 1,015,068 | ||||||||
Accumulated deficit | (865,933) | ||||||||
Accumulated other comprehensive income | 4,498 | ||||||||
Total stockholders’ equity | 153,826 | ||||||||
Total liabilities and stockholders’ equity | 423,813 | ||||||||
Adjustments | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 0 | ||||||||
Accounts receivable, net of allowances of $4,419 | 122 | ||||||||
Prepaid expenses and other current assets | (264) | ||||||||
Current assets held for sale | 0 | ||||||||
Total current assets | (142) | ||||||||
Property and equipment, net | 0 | ||||||||
Goodwill | 0 | ||||||||
Intangible assets, net | 0 | ||||||||
Operating lease right-of-use assets | 0 | ||||||||
Deferred income taxes | 2,803 | ||||||||
Available-for-sale debt securities | 0 | ||||||||
Other assets | (1) | ||||||||
Total assets | 2,660 | ||||||||
Current liabilities: | |||||||||
Accounts payable | 0 | ||||||||
Accrued expenses and other current liabilities | (21) | ||||||||
Deferred revenue | (738) | ||||||||
Operating lease liabilities | 0 | ||||||||
Total current liabilities | (759) | ||||||||
Operating lease liabilities, non-current | 0 | ||||||||
Deferred revenue | 0 | ||||||||
Other liabilities | 0 | ||||||||
Total liabilities | (759) | ||||||||
Stockholders’ equity: | |||||||||
Preferred stock, $0.001 par value; 100,000 shares authorized at September 30, 2023 and December 31, 2022, none issued or outstanding at September 30, 2023 and December 31, 2022 | 0 | ||||||||
Common stock, $0.001 par value; 1,000,000 shares authorized; 187,776 shares and 190,822 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 0 | ||||||||
Additional paid-in capital | 0 | ||||||||
Accumulated deficit | 3,419 | ||||||||
Accumulated other comprehensive income | 0 | ||||||||
Total stockholders’ equity | 3,419 | ||||||||
Total liabilities and stockholders’ equity | $ 2,660 |
Restatement - Unaudited Conde_2
Restatement - Unaudited Condensed Consolidated Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||||||
Revenue | $ 167,274 | $ 155,277 | $ 502,064 | $ 473,353 | ||||
Cost of revenue | 59,213 | 50,314 | 183,356 | 163,647 | ||||
Gross profit | 108,061 | 104,963 | 318,708 | 309,706 | ||||
Operating expenses: | ||||||||
Sales and marketing | 51,071 | 67,369 | 164,746 | 215,964 | ||||
Technology and development | 21,491 | 17,457 | 61,074 | 51,613 | ||||
General and administrative | 25,243 | 30,103 | 78,683 | 88,560 | ||||
Impairment of long-lived and other assets | 0 | 237 | 0 | 237 | ||||
Total operating expenses | 97,805 | 115,166 | 304,503 | 356,374 | ||||
Loss from operations | 10,256 | (10,203) | 14,205 | (46,668) | ||||
Interest income, net | 535 | 511 | ||||||
Other expense, net | (882) | (2,536) | 436 | (6,102) | ||||
Income (loss) before income taxes | 11,997 | (12,204) | 20,998 | (52,259) | ||||
(Benefit from) provision for income taxes | 4,463 | (223) | 14,427 | (1,782) | ||||
Net income (loss) | $ 7,534 | $ 1,395 | $ (2,358) | $ (11,981) | $ (12,743) | $ (25,753) | $ 6,571 | $ (50,477) |
Net loss per attributable to common stockholders - basic (in dollars per share) | $ 0.04 | $ (0.06) | $ 0.03 | $ (0.26) | ||||
Net loss per attributable to common stockholders - diluted (in dollars per share) | $ 0.04 | $ (0.06) | $ 0.03 | $ (0.26) | ||||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic (in shares) | 191,033,000 | 194,906,000 | 191,222,000 | 196,984,000 | ||||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted (in shares) | 197,454,000 | 194,906,000 | 194,953,000 | 196,984,000 | ||||
As Reported | ||||||||
Income Statement [Abstract] | ||||||||
Revenue | $ 154,416 | $ 472,492 | ||||||
Cost of revenue | 50,050 | 163,383 | ||||||
Gross profit | 104,366 | 309,109 | ||||||
Operating expenses: | ||||||||
Sales and marketing | 66,145 | 215,964 | ||||||
Technology and development | 17,457 | 51,613 | ||||||
General and administrative | 30,103 | 88,560 | ||||||
Impairment of long-lived and other assets | 237 | 237 | ||||||
Total operating expenses | 113,942 | 356,374 | ||||||
Loss from operations | (9,576) | (47,265) | ||||||
Interest income, net | 535 | 511 | ||||||
Other expense, net | (2,536) | (6,102) | ||||||
Income (loss) before income taxes | (11,577) | (52,856) | ||||||
(Benefit from) provision for income taxes | (1,469) | 1,040 | ||||||
Net income (loss) | $ (10,108) | $ (53,896) | ||||||
Net loss per attributable to common stockholders - basic (in dollars per share) | $ (0.05) | $ (0.27) | ||||||
Net loss per attributable to common stockholders - diluted (in dollars per share) | $ (0.05) | $ (0.27) | ||||||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic (in shares) | 194,906,000 | 196,984,000 | ||||||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted (in shares) | 194,906,000 | 196,984,000 | ||||||
Adjustments | ||||||||
Income Statement [Abstract] | ||||||||
Revenue | $ 861 | $ 861 | ||||||
Cost of revenue | 264 | 264 | ||||||
Gross profit | 597 | 597 | ||||||
Operating expenses: | ||||||||
Sales and marketing | 1,224 | 0 | ||||||
Technology and development | 0 | 0 | ||||||
General and administrative | 0 | 0 | ||||||
Impairment of long-lived and other assets | 0 | 0 | ||||||
Total operating expenses | 1,224 | 0 | ||||||
Loss from operations | (627) | 597 | ||||||
Interest income, net | 0 | 0 | ||||||
Other expense, net | 0 | 0 | ||||||
Income (loss) before income taxes | (627) | 597 | ||||||
(Benefit from) provision for income taxes | 1,246 | (2,822) | ||||||
Net income (loss) | $ (1,873) | $ 3,419 | ||||||
Net loss per attributable to common stockholders - basic (in dollars per share) | $ 0 | $ 0 | ||||||
Net loss per attributable to common stockholders - diluted (in dollars per share) | $ 0 | $ 0 | ||||||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic (in shares) | 0 | 0 | ||||||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted (in shares) | 0 | 0 |
Restatement - Unaudited Conde_3
Restatement - Unaudited Condensed Consolidated Statements of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Other Comprehensive Income [Abstract] | ||||||||
Net loss | $ 7,534 | $ 1,395 | $ (2,358) | $ (11,981) | $ (12,743) | $ (25,753) | $ 6,571 | $ (50,477) |
Total other comprehensive income (loss) | 1,153 | $ (536) | $ (631) | 2,644 | $ 2,209 | $ 1,440 | (14) | 6,293 |
Total comprehensive income (loss) | $ 8,687 | (9,337) | $ 6,557 | (44,184) | ||||
As Reported | ||||||||
Statement of Other Comprehensive Income [Abstract] | ||||||||
Net loss | (10,108) | (53,896) | ||||||
Total other comprehensive income (loss) | 2,644 | 6,293 | ||||||
Total comprehensive income (loss) | (7,464) | (47,603) | ||||||
Adjustments | ||||||||
Statement of Other Comprehensive Income [Abstract] | ||||||||
Net loss | (1,873) | 3,419 | ||||||
Total other comprehensive income (loss) | 0 | 0 | ||||||
Total comprehensive income (loss) | $ (1,873) | $ 3,419 |
Restatement - Unaudited Conde_4
Restatement - Unaudited Condensed Consolidated Statements of Stockholders' Equity (Details) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance (in shares) | 190,822 | 193,848 | |||||
Beginning balance | $ 168,349 | $ 150,017 | $ 142,375 | $ 157,245 | $ 170,948 | $ 194,707 | $ 197,551 |
Ending Balance (in shares) | 187,776 | 190,822 | 193,848 | ||||
Ending balance | $ 147,342 | $ 168,349 | $ 150,017 | $ 142,375 | $ 157,245 | $ 170,948 | $ 194,707 |
Common Stock | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance (in shares) | 191,657 | 191,244 | 190,822 | 193,848 | 196,079 | 198,599 | 198,084 |
Beginning balance | $ 191 | $ 190 | $ 190 | $ 193 | $ 196 | $ 198 | $ 198 |
Ending Balance (in shares) | 187,776 | 191,657 | 191,244 | 190,822 | 193,848 | 196,079 | 198,599 |
Ending balance | $ 187 | $ 191 | $ 190 | $ 190 | $ 193 | $ 196 | $ 198 |
Additional Paid-In Capital | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | 1,070,461 | 1,049,948 | 1,032,550 | 1,015,068 | 994,558 | 969,731 | 947,160 |
Ending balance | 1,086,222 | 1,070,461 | 1,049,948 | 1,032,550 | 1,015,068 | 994,558 | 969,731 |
Accumulated Deficit | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | (902,633) | (900,987) | (891,862) | (862,514) | (825,660) | (774,867) | (748,012) |
Ending balance | (940,550) | (902,633) | (900,987) | (891,862) | (862,514) | (825,660) | (774,867) |
Accumulated Other Comprehensive Income | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | 330 | 866 | 1,497 | 4,498 | 1,854 | (355) | (1,795) |
Ending balance | $ 1,483 | $ 330 | $ 866 | 1,497 | 4,498 | $ 1,854 | $ (355) |
As Reported | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | $ 153,826 | ||||||
Ending balance | $ 153,826 | ||||||
As Reported | Common Stock | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance (in shares) | 193,848 | ||||||
Beginning balance | $ 193 | ||||||
Ending Balance (in shares) | 193,848 | ||||||
Ending balance | $ 193 | ||||||
As Reported | Additional Paid-In Capital | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | 1,015,068 | ||||||
Ending balance | 1,015,068 | ||||||
As Reported | Accumulated Deficit | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | (865,933) | ||||||
Ending balance | (865,933) | ||||||
As Reported | Accumulated Other Comprehensive Income | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | 4,498 | ||||||
Ending balance | 4,498 | ||||||
Adjustments | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | 3,419 | ||||||
Ending balance | 3,419 | ||||||
Adjustments | Accumulated Deficit | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | $ 3,419 | ||||||
Ending balance | $ 3,419 |
Restatement - Unaudited Conde_5
Restatement - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||||||||
Net income (loss) | $ 7,534 | $ 1,395 | $ (2,358) | $ (11,981) | $ (12,743) | $ (25,753) | $ 6,571 | $ (50,477) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 6,655 | 5,254 | 18,061 | 16,187 | ||||
Amortization of right-of-use assets | 2,011 | 1,290 | ||||||
Amortization of debt issuance costs | 170 | 170 | ||||||
Impairment of other equity security | 0 | 170 | ||||||
Impairment of long-lived assets | 0 | 237 | ||||||
Stock-based compensation | 51,005 | 64,490 | ||||||
Deferred income taxes | 10,818 | (2,637) | ||||||
Change in fair value of contingent consideration | (836) | (150) | ||||||
Unrealized foreign exchange loss | 900 | 2,600 | (179) | 5,958 | ||||
Other | (39) | (1) | ||||||
Changes in operating assets and liabilities, net of effects of business combination: | ||||||||
Accounts receivable | (946) | (3,024) | ||||||
Prepaid expenses and other current assets | (785) | (296) | ||||||
Other assets | 345 | (863) | ||||||
Accounts payable | 5,992 | (6,417) | ||||||
Accrued expenses and other liabilities | (992) | 7,585 | ||||||
Operating lease liabilities | (1,723) | (1,599) | ||||||
Income tax payable | 16 | 22 | ||||||
Deferred revenue | 12,325 | 21,370 | ||||||
Net cash provided by operating activities | 101,814 | 52,015 | ||||||
Cash flows from investing activities | ||||||||
Acquisition, net of cash acquired | 0 | (2,532) | ||||||
Proceeds from acquisition working capital adjustment | 0 | 307 | ||||||
Purchase of property and equipment | (23,220) | (16,441) | ||||||
Net cash used in investing activities | (23,182) | (18,666) | ||||||
Cash flows from financing activities | ||||||||
Payment of contingent consideration | 0 | (600) | ||||||
Repurchase and retirement of common stock | (54,873) | (61,736) | ||||||
Shares surrendered for settlement of minimum statutory tax withholding | (6,353) | (41) | ||||||
Proceeds from issuance of stock under employee stock plans | 5,690 | 1,682 | ||||||
Net cash used in financing activities | (55,563) | (60,695) | ||||||
Effect of exchange rate changes on cash and cash equivalents | (4) | (139) | ||||||
Net increase (decrease) in cash and cash equivalents | 23,065 | (27,485) | ||||||
Cash and cash equivalents, at beginning of the period | $ 189,082 | 239,297 | 189,082 | 239,297 | ||||
Cash and cash equivalents, at end of the period | $ 212,147 | 211,812 | $ 212,147 | 211,812 | ||||
As Reported | ||||||||
Cash flows from operating activities | ||||||||
Net income (loss) | (10,108) | (53,896) | ||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 16,187 | |||||||
Amortization of right-of-use assets | 1,290 | |||||||
Amortization of debt issuance costs | 170 | |||||||
Impairment of other equity security | 170 | |||||||
Impairment of long-lived assets | 237 | |||||||
Stock-based compensation | 64,490 | |||||||
Deferred income taxes | 166 | |||||||
Change in fair value of contingent consideration | (150) | |||||||
Unrealized foreign exchange loss | 5,958 | |||||||
Other | (1) | |||||||
Changes in operating assets and liabilities, net of effects of business combination: | ||||||||
Accounts receivable | (2,902) | |||||||
Prepaid expenses and other current assets | (560) | |||||||
Other assets | (864) | |||||||
Accounts payable | (6,417) | |||||||
Accrued expenses and other liabilities | 7,606 | |||||||
Operating lease liabilities | (1,599) | |||||||
Income tax payable | 22 | |||||||
Deferred revenue | 22,108 | |||||||
Net cash provided by operating activities | 52,015 | |||||||
Cash flows from investing activities | ||||||||
Acquisition, net of cash acquired | (2,532) | |||||||
Proceeds from acquisition working capital adjustment | 307 | |||||||
Purchase of property and equipment | (16,441) | |||||||
Net cash used in investing activities | (18,666) | |||||||
Cash flows from financing activities | ||||||||
Payment of contingent consideration | (600) | |||||||
Repurchase and retirement of common stock | (61,736) | |||||||
Shares surrendered for settlement of minimum statutory tax withholding | (41) | |||||||
Proceeds from issuance of stock under employee stock plans | 1,682 | |||||||
Net cash used in financing activities | (60,695) | |||||||
Effect of exchange rate changes on cash and cash equivalents | (139) | |||||||
Net increase (decrease) in cash and cash equivalents | (27,485) | |||||||
Cash and cash equivalents, at beginning of the period | 239,297 | 239,297 | ||||||
Cash and cash equivalents, at end of the period | 211,812 | 211,812 | ||||||
Adjustments | ||||||||
Cash flows from operating activities | ||||||||
Net income (loss) | (1,873) | 3,419 | ||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 0 | |||||||
Amortization of right-of-use assets | 0 | |||||||
Amortization of debt issuance costs | 0 | |||||||
Impairment of other equity security | 0 | |||||||
Impairment of long-lived assets | 0 | |||||||
Stock-based compensation | 0 | |||||||
Deferred income taxes | (2,803) | |||||||
Change in fair value of contingent consideration | 0 | |||||||
Unrealized foreign exchange loss | 0 | |||||||
Other | 0 | |||||||
Changes in operating assets and liabilities, net of effects of business combination: | ||||||||
Accounts receivable | (122) | |||||||
Prepaid expenses and other current assets | 264 | |||||||
Other assets | 1 | |||||||
Accounts payable | 0 | |||||||
Accrued expenses and other liabilities | (21) | |||||||
Operating lease liabilities | 0 | |||||||
Income tax payable | 0 | |||||||
Deferred revenue | (738) | |||||||
Net cash provided by operating activities | 0 | |||||||
Cash flows from investing activities | ||||||||
Acquisition, net of cash acquired | 0 | |||||||
Proceeds from acquisition working capital adjustment | 0 | |||||||
Purchase of property and equipment | 0 | |||||||
Net cash used in investing activities | 0 | |||||||
Cash flows from financing activities | ||||||||
Payment of contingent consideration | 0 | |||||||
Repurchase and retirement of common stock | 0 | |||||||
Shares surrendered for settlement of minimum statutory tax withholding | 0 | |||||||
Proceeds from issuance of stock under employee stock plans | 0 | |||||||
Net cash used in financing activities | 0 | |||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | |||||||
Net increase (decrease) in cash and cash equivalents | 0 | |||||||
Cash and cash equivalents, at beginning of the period | $ 0 | 0 | ||||||
Cash and cash equivalents, at end of the period | $ 0 | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Accounting Policies [Abstract] | ||||||
Number of operating segments | segment | 1 | |||||
Foreign currency transaction gains (losses) | $ (900) | $ (2,600) | $ 179 | $ (5,958) | ||
Operating lease right-of-use assets | $ 9,199 | $ 11,796 | $ 9,199 | $ 11,796 | $ 11,148 | $ 5,700 |
Operating lease liability | $ 5,900 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 167,274 | $ 155,277 | $ 502,064 | $ 473,353 |
Transaction | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 57,351 | 58,411 | 180,084 | 189,027 |
Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 104,457 | 91,397 | 303,967 | 267,069 |
Partner | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 5,466 | $ 5,469 | $ 18,013 | $ 17,257 |
Other Financial Statement Inf_3
Other Financial Statement Information - Summary of Changes in the Allowance (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 5,734 | $ 4,508 | $ 4,730 | $ 4,060 |
Add: amounts recognized as a reduction of revenue | 1,271 | 2,099 | 7,349 | 6,291 |
Add: allowance for credit losses recognized in general and administrative expense | 493 | 2 | 981 | 143 |
Less: write-offs, net of recoveries | (1,795) | (2,190) | (7,357) | (6,075) |
Ending balance | $ 5,703 | $ 4,419 | $ 5,703 | $ 4,419 |
Other Financial Statement Inf_4
Other Financial Statement Information - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Other Financial Information [Abstract] | |||
Prepaid expenses | $ 11,195 | $ 10,624 | |
Deferred cost of revenue | 2,551 | 1,915 | |
Capitalized cloud computing development costs | 1,011 | 1,407 | |
Income tax receivable | 575 | 760 | |
Other current assets | 2,162 | 1,993 | |
Total prepaid expenses and other current assets | $ 17,494 | $ 16,699 | $ 16,360 |
Other Financial Statement Inf_5
Other Financial Statement Information - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Financial Information [Abstract] | ||
Accrued payroll and related expenses | $ 27,082 | $ 27,822 |
Accrued vendor payables | 15,684 | 15,531 |
Accrued advertising | 13 | 1,071 |
Sales allowances | 4,672 | 4,426 |
Accrued sales, use and business taxes | 4,800 | 3,838 |
Other | 3,124 | 4,685 |
Total accrued expenses and other current liabilities | $ 55,375 | $ 57,373 |
Other Financial Statement Inf_6
Other Financial Statement Information - Summary of Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disclosure Details Of Depreciation And Amortization [Line Items] | ||||
Total depreciation and amortization expense | $ 6,655 | $ 5,254 | $ 18,061 | $ 16,187 |
Cost of revenue | ||||
Disclosure Details Of Depreciation And Amortization [Line Items] | ||||
Total depreciation and amortization expense | 3,307 | 1,966 | 8,940 | 6,220 |
Sales and marketing | ||||
Disclosure Details Of Depreciation And Amortization [Line Items] | ||||
Total depreciation and amortization expense | 1,400 | 1,754 | 4,011 | 5,508 |
Technology and development | ||||
Disclosure Details Of Depreciation And Amortization [Line Items] | ||||
Total depreciation and amortization expense | 1,168 | 694 | 2,867 | 2,112 |
General and administrative | ||||
Disclosure Details Of Depreciation And Amortization [Line Items] | ||||
Total depreciation and amortization expense | $ 780 | $ 840 | $ 2,243 | $ 2,347 |
Other Financial Statement Inf_7
Other Financial Statement Information - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Other Financial Information [Abstract] | |||||
Deferred revenue | $ 177.4 | $ 177.4 | $ 165.1 | ||
Deferred revenue recognized | $ 86.5 | $ 81.7 | $ 154.6 | $ 146.5 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Current assets held for sale | $ 22,722 | $ 22,722 | $ 22,722 |
Disposal Group, Held-for-sale, Not Discontinued Operations | Austin, Texas Operational Headquarters | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Current assets held for sale | $ 22,700 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||
Change in fair value of contingent consideration | $ (836) | $ (150) | |||
Goodwill | $ 63,318 | 63,318 | $ 63,184 | $ 63,229 | |
UA Services | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 3,500 | ||||
Total cash paid | 2,600 | ||||
Cash that will be paid out in twelve months | 1,000 | ||||
Change in fair value of contingent consideration | $ (100) | $ (800) | |||
Contingent consideration | 400 | ||||
Goodwill | 3,300 | ||||
Acquisition related costs | $ 400 |
Long-term Debt (Details)
Long-term Debt (Details) | 9 Months Ended | ||||
May 05, 2023 | Jul. 02, 2021 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jul. 31, 2021 | |
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% | ||||
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 | ||||
Revolving Credit Facility | 2021 Revolving Facility | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 0.10% | ||||
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 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Non-cancellable Agreements With Vendors - Advertising Media and Other Commitments $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Other Commitments [Line Items] | |
Contractual obligation | $ 46 |
Contractual obligation pay period | 5 years |
Contractual obligation remainder to be paid | $ 35 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Oct. 31, 2023 | Mar. 01, 2022 | |
Equity, Class of Treasury Stock [Line Items] | |||||||||
Shares repurchased (in shares) | 4,718,755 | 5,867,835 | |||||||
Shares repurchased, value | $ 45,100,000 | $ 54,900,000 | |||||||
Average price per share (in dollars per share) | $ 9.55 | $ 9.35 | |||||||
Excise tax liability | $ 300,000 | ||||||||
Common Stock | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Shares repurchased (in shares) | 4,719,000 | 378,000 | 771,000 | 2,625,000 | 2,961,000 | 79,000 | |||
Common Stock | Secondary Offering | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Shares issued (in shares) | 16,100,000 | ||||||||
Price per share (in dollars per share) | $ 10 | $ 10 | |||||||
2022 Stock Repurchase Program | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Stock repurchase program, amount authorized for repurchase | $ 150,000,000 | ||||||||
Funds available for future repurchases | $ 0 | $ 0 | |||||||
2023 Stock Repurchase Program | Subsequent Event | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Stock repurchase program, amount authorized for repurchase | $ 100,000,000 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Based Compensation Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 15,582 | $ 19,778 | $ 51,005 | $ 64,490 |
Amount capitalized to internal-use software | 1,054 | 549 | 3,039 | 1,779 |
Total stock-based compensation expense | 16,636 | 20,327 | 54,044 | 66,269 |
Cost of revenue | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,115 | 597 | 3,094 | 2,205 |
Sales and marketing | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,623 | 2,972 | 4,602 | 9,633 |
Technology and development | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 4,706 | 3,857 | 13,901 | 12,303 |
General and administrative | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 8,138 | $ 12,352 | $ 29,408 | $ 40,349 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) shares in Millions, $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) shares | |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 8.2 |
Units granted, fair value | $ | $ 71.6 |
PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 1.3 |
Revenue, profitability and market share target percentage, achieved | 75% |
Revenue, profitability and market share target percentage, vesting on one year anniversary | 25% |
Change-in-control event, target award vesting percentage | 100% |
PSUs | Share-Based Payment Arrangement, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Change-in-control event, target award vesting percentage | 75% |
PSUs | Share-Based Payment Arrangement, Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Change-in-control event, target award vesting percentage | 25% |
PSUs | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Revenue, profitability and market share target percentage | 0% |
PSUs | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Revenue, profitability and market share target percentage | 150% |
Executive Officer | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 4.2 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Fair Value Assumptions and Techniques for Stock Options (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Expected life (years) | 5 years 10 months 13 days |
Risk-free interest rate, minimum | 3.40% |
Risk-free interest rate, maximum | 3.80% |
Expected volatility, minimum | 50.40% |
Expected volatility, maximum | 50.70% |
Expected dividend yield | 0% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
(Benefit from) provision for income taxes | $ 4,463 | $ (223) | $ 14,427 | $ (1,782) | |
Effective tax rate | 37.20% | 1.80% | 68.70% | 3.40% | |
Gross unrecognized tax benefits | $ 9,700 | $ 9,700 | $ 8,900 | ||
Unrecognized tax benefits that would impact effective tax rate | $ 9,700 | $ 9,700 |
Net Income (Loss) Per Share A_3
Net Income (Loss) Per Share Attributable to Common Stockholders - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Net income (loss) | $ 7,534 | $ 1,395 | $ (2,358) | $ (11,981) | $ (12,743) | $ (25,753) | $ 6,571 | $ (50,477) |
Net income (loss) attributable to common stockholders - basic | 7,534 | (11,981) | 6,571 | (50,477) | ||||
Net income (loss) attributable to common stockholders - diluted | $ 7,534 | $ (11,981) | $ 6,571 | $ (50,477) | ||||
Denominator: | ||||||||
Weighted-average common stock used in computing net income (loss) per share attributable to common stockholders—basic (in shares) | 191,033,000 | 194,906,000 | 191,222,000 | 196,984,000 | ||||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted (in shares) | 197,454,000 | 194,906,000 | 194,953,000 | 196,984,000 | ||||
Net income (loss) per share attributable to common stockholders—basic (in dollars per share) | $ 0.04 | $ (0.06) | $ 0.03 | $ (0.26) | ||||
Net income (loss) per share attributable to common stockholders—diluted (in dollar per share) | $ 0.04 | $ (0.06) | $ 0.03 | $ (0.26) | ||||
Options to purchase common stock | ||||||||
Denominator: | ||||||||
Effect of potential dilutive securities (in shares) | 2,699,000 | 0 | 1,347,000 | 0 | ||||
RSUs | ||||||||
Denominator: | ||||||||
Effect of potential dilutive securities (in shares) | 3,702,000 | 0 | 2,372,000 | 0 | ||||
Employee stock purchase plan | ||||||||
Denominator: | ||||||||
Effect of potential dilutive securities (in shares) | 20,000 | 0 | 12,000 | 0 |
Net Income (Loss) Per Share A_4
Net Income (Loss) Per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 7,534 | 26,431 | 18,696 | 26,431 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 3,661 | 17,703 | 11,752 | 17,703 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 2,557 | 8,649 | 5,580 | 8,649 |
Employee stock purchase plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 0 | 79 | 48 | 79 |
PSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 1,316 | 0 | 1,316 | 0 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | ||
Severance costs | $ 0.1 | $ 0.8 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | $ 0 | $ 0 |
Total assets | 191,393 | 130,215 |
Contingent consideration | 0 | |
Total liabilities | 0 | |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 191,393 | 130,215 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 0 | 0 |
Total assets | 0 | 0 |
Contingent consideration | 0 | |
Total liabilities | 0 | |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 1,237 | 995 |
Total assets | 1,237 | 995 |
Contingent consideration | 836 | |
Total liabilities | 836 | |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 0 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | $ 168,349 | $ 150,017 | $ 142,375 | $ 170,948 | $ 194,707 | $ 197,551 | $ 142,375 | $ 197,551 |
Change during period, Net of Tax Amount | 1,153 | (536) | (631) | 2,644 | 2,209 | 1,440 | (14) | 6,293 |
Ending balance | 147,342 | 168,349 | 150,017 | 157,245 | 170,948 | 194,707 | 147,342 | 157,245 |
Foreign currency translation adjustments: | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance, Before Tax Amount | 191 | 727 | 1,358 | 1,533 | (676) | (2,078) | 1,358 | (2,078) |
Change during period, Before Tax Amount | 980 | (536) | (631) | 2,644 | 2,209 | 1,402 | ||
Ending balance, Before Tax Amount | 1,171 | 191 | 727 | 4,177 | 1,533 | (676) | 1,171 | 4,177 |
Beginning balance, Tax Effect | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Change during period, Tax Effect | 0 | 0 | 0 | 0 | 0 | 0 | ||
Ending balance, Tax Effect | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Beginning balance | 191 | 727 | 1,358 | 1,533 | (676) | (2,078) | 1,358 | (2,078) |
Change during period, Net of Tax Amount | 980 | (536) | (631) | 2,644 | 2,209 | 1,402 | ||
Ending balance | 1,171 | 191 | 727 | 4,177 | 1,533 | (676) | 1,171 | 4,177 |
Available-for-sale debt securities: | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance, Before Tax Amount | 184 | 184 | 184 | 382 | 382 | 331 | 184 | 331 |
Change during period, Before Tax Amount | 230 | 0 | 0 | 0 | 0 | 51 | ||
Ending balance, Before Tax Amount | 414 | 184 | 184 | 382 | 382 | 382 | 414 | 382 |
Beginning balance, Tax Effect | (45) | (45) | (45) | (61) | (61) | (48) | (45) | (48) |
Change during period, Tax Effect | (57) | 0 | 0 | 0 | 0 | (13) | ||
Ending balance, Tax Effect | (102) | (45) | (45) | (61) | (61) | (61) | (102) | (61) |
Beginning balance | 139 | 139 | 139 | 321 | 321 | 283 | 139 | 283 |
Change during period, Net of Tax Amount | 173 | 0 | 0 | 0 | 0 | 38 | ||
Ending balance | 312 | 139 | 139 | 321 | 321 | 321 | 312 | 321 |
Accumulated other comprehensive (loss) income: | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance, Before Tax Amount | 375 | 911 | 1,542 | 1,915 | (294) | (1,747) | 1,542 | (1,747) |
Change during period, Before Tax Amount | 1,210 | (536) | (631) | 2,644 | 2,209 | 1,453 | ||
Ending balance, Before Tax Amount | 1,585 | 375 | 911 | 4,559 | 1,915 | (294) | 1,585 | 4,559 |
Beginning balance, Tax Effect | (45) | (45) | (45) | (61) | (61) | (48) | (45) | (48) |
Change during period, Tax Effect | (57) | 0 | 0 | 0 | 0 | (13) | ||
Ending balance, Tax Effect | (102) | (45) | (45) | (61) | (61) | (61) | (102) | (61) |
Beginning balance | 330 | 866 | 1,497 | 1,854 | (355) | (1,795) | 1,497 | (1,795) |
Change during period, Net of Tax Amount | 1,153 | (536) | (631) | 2,644 | 2,209 | 1,440 | ||
Ending balance | $ 1,483 | $ 330 | $ 866 | $ 4,498 | $ 1,854 | $ (355) | $ 1,483 | $ 4,498 |