Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 16, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.4 | ||
Entity Common Stock, Shares Outstanding | 187,933,295 | ||
Documents Incorporated by Reference | Portions of the Registrant’s Definitive Proxy Statement relating to its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. The Definitive Proxy Statement will be filed with the SEC within 120 days of the Registrant’s fiscal year ended December 31, 2023. | ||
Document Transition Report | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001286139 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 225,719 | $ 189,082 |
Accounts receivable, net of allowances of $4,906 and $4,730 | 11,738 | 13,177 |
Prepaid expenses and other current assets | 15,159 | 16,699 |
Current assets held for sale | 22,722 | 22,722 |
Total current assets | 275,338 | 241,680 |
Property and equipment, net | 48,232 | 30,823 |
Goodwill | 63,318 | 63,229 |
Intangible assets, net | 13,735 | 18,900 |
Operating lease right-of-use assets | 8,518 | 11,148 |
Deferred income taxes | 29,015 | 29,380 |
Available-for-sale debt securities (amortized cost of $836 and $812) | 1,159 | 995 |
Other assets | 8,503 | 9,240 |
Total assets | 447,818 | 405,395 |
Current liabilities: | ||
Accounts payable | 32,282 | 25,312 |
Accrued expenses and other current liabilities | 61,678 | 57,373 |
Deferred revenue | 167,951 | 164,200 |
Operating lease liabilities | 2,052 | 2,317 |
Total current liabilities | 263,963 | 249,202 |
Operating lease liabilities, non-current | 6,966 | 8,958 |
Deferred revenue | 490 | 892 |
Other liabilities | 7,565 | 3,968 |
Total liabilities | 278,984 | 263,020 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value 100,000 shares authorized at December 31, 2023 and 2022, none issued or outstanding at December 31, 2023 and 2022 | 0 | 0 |
Common stock, $0.001 par value; 1,000,000 and 1,000,000 shares authorized; 188,538 and 190,822 shares issued and outstanding at December 31, 2023 and 2022, respectively | 189 | 190 |
Additional paid-in capital | 1,101,474 | 1,032,550 |
Accumulated deficit | (933,061) | (891,862) |
Accumulated other comprehensive income | 232 | 1,497 |
Total stockholders’ equity | 168,834 | 142,375 |
Total liabilities and stockholders’ equity | $ 447,818 | $ 405,395 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowances | $ 4,906 | $ 4,730 |
Amortized cost | $ 836 | $ 812 |
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock shares issued (in shares) | 188,538,000 | 190,822,000 |
Common stock shares outstanding (in shares) | 188,538,000 | 190,822,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue | $ 660,727 | $ 619,979 | $ 575,080 |
Cost of revenue | 239,263 | 211,095 | 189,364 |
Gross profit | 421,464 | 408,884 | 385,716 |
Operating expenses: | |||
Sales and marketing | 210,872 | 263,884 | 279,281 |
Technology and development | 83,181 | 70,434 | 84,003 |
General and administrative | 106,352 | 116,057 | 106,584 |
Impairment of long-lived assets | 0 | 248 | 924 |
Total operating expenses | 400,405 | 450,623 | 470,792 |
Income (loss) from operations | 21,059 | (41,739) | (85,076) |
Interest expense | (493) | (260) | (28,045) |
Interest income | 9,307 | 1,803 | 61 |
Other income (expense), net | 1,621 | (4,477) | 1,193 |
Impairment of other equity security | 0 | (3,000) | 0 |
Loss on debt extinguishment | 0 | 0 | (7,748) |
Income (loss) before income taxes | 31,494 | (47,673) | (119,615) |
Provision for (benefit from) income taxes | 17,541 | 1,060 | (10,951) |
Net income (loss) | 13,953 | (48,733) | (108,664) |
Net income (loss) attributable to common stockholders—basic | 13,953 | (48,733) | (108,664) |
Net income (loss) attributable to common stockholders—diluted | $ 13,953 | $ (48,733) | $ (108,664) |
Net income (loss) per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ 0.07 | $ (0.25) | $ (0.67) |
Diluted (in dollars per share) | $ 0.07 | $ (0.25) | $ (0.67) |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: | |||
Basic (in shares) | 190,466 | 195,829 | 161,424 |
Diluted (in shares) | 194,415 | 195,829 | 161,424 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 13,953 | $ (48,733) | $ (108,664) |
Other comprehensive income (loss), net of tax: | |||
Change in foreign currency translation adjustments | (1,370) | 3,436 | 936 |
Change in available-for-sale debt securities: | |||
Unrealized gains (losses), net | 105 | (144) | 38 |
Total change in available-for-sale debt securities | 105 | (144) | 38 |
Change in unrealized gain (loss) on cash flow hedges: | |||
Unrealized gain (loss) on interest rate cap and swaps | 0 | 0 | 1,448 |
Reclassification of prior hedge effectiveness and losses from interest rate cap to net income (loss) | 0 | 0 | 2,315 |
Reclassification to net income (loss) upon discontinuance of interest rate swaps and prior hedge effectiveness | 0 | 0 | 7,295 |
Total net changes in cash flow hedges | 0 | 0 | 11,058 |
Total other comprehensive (loss) income | (1,265) | 3,292 | 12,032 |
Total comprehensive income (loss) | $ 12,688 | $ (45,441) | $ (96,632) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity - USD ($) $ in Thousands | Total | IPO | Private Placement | Series A Redeemable Convertible Preferred Stock | Common Stock | Common Stock IPO | Common Stock Private Placement | Additional Paid-In Capital | Additional Paid-In Capital IPO | Additional Paid-In Capital Private Placement | Accumulated Deficit | Accumulated Other Comprehensive (loss) Income |
Beginning balance, preferred shares (in shares) at Dec. 31, 2020 | 23,081,000 | |||||||||||
Beginning balance at Dec. 31, 2020 | $ (550,632) | $ 70,906 | $ 126 | $ 102,417 | $ (639,348) | $ (13,827) | ||||||
Beginning balance, common shares (in shares) at Dec. 31, 2020 | 125,037,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon exercise of stock options and ESPP (in shares) | 831,000 | |||||||||||
Issuance of common stock upon exercise of stock options and ESPP | 534 | 534 | ||||||||||
Issuance of common stock upon vesting of restricted stock awards/units and ESPP (in shares) | 938,000 | |||||||||||
Issuance of common stock upon vesting of restricted stock awards/units and ESPP | 1,245 | $ 1 | 1,244 | |||||||||
Shares surrendered for settlement of minimum statutory tax withholdings (in shares) | (87,000) | |||||||||||
Shares surrendered for settlement of minimum statutory tax withholdings | (2,342) | (2,342) | ||||||||||
Stock-based compensation | 113,270 | 113,270 | ||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | (23,081,000) | 46,162,000 | ||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | 70,906 | $ (70,906) | $ 46 | 70,860 | ||||||||
Issuance of common stock (in shares) | 21,989,000 | 3,214,000 | ||||||||||
Issuance of common stock | $ 581,833 | $ 85,050 | $ 22 | $ 3 | $ 581,811 | $ 85,047 | ||||||
Stock issuance costs | (5,636) | (5,636) | ||||||||||
Net issuance and repayments of full recourse notes receivable | 43 | 43 | ||||||||||
Special dividends | (88) | (88) | ||||||||||
Other comprehensive income (loss) | 12,032 | 12,032 | ||||||||||
Net income (loss) | (108,664) | (108,664) | ||||||||||
Ending balance, preferred shares (in shares) at Dec. 31, 2021 | 0 | |||||||||||
Ending balance at Dec. 31, 2021 | 197,551 | $ 0 | $ 198 | 947,160 | (748,012) | (1,795) | ||||||
Ending balance, common shares (in shares) at Dec. 31, 2021 | 198,084,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon exercise of stock options and ESPP (in shares) | 540,000 | |||||||||||
Issuance of common stock upon exercise of stock options and ESPP | 2,436 | 2,436 | ||||||||||
Issuance of common stock upon vesting of restricted stock awards/units and ESPP (in shares) | 1,458,000 | |||||||||||
Issuance of common stock upon vesting of restricted stock awards/units and ESPP | 1 | $ 1 | ||||||||||
Shares surrendered for settlement of minimum statutory tax withholdings (in shares) | (4,000) | |||||||||||
Shares surrendered for settlement of minimum statutory tax withholdings | (41) | (41) | ||||||||||
Stock-based compensation | 82,995 | 82,995 | ||||||||||
Repurchase and retirement of common stock (in shares) | (9,256,000) | |||||||||||
Repurchase and retirement of common stock | (95,126) | $ (9) | (95,117) | |||||||||
Other comprehensive income (loss) | 3,292 | 3,292 | ||||||||||
Net income (loss) | $ (48,733) | (48,733) | ||||||||||
Ending balance, preferred shares (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||
Ending balance at Dec. 31, 2022 | $ 142,375 | $ 0 | $ 190 | 1,032,550 | (891,862) | 1,497 | ||||||
Ending balance, common shares (in shares) at Dec. 31, 2022 | 190,822,000 | 190,822,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon exercise of stock options and ESPP (in shares) | 743,000 | 976,000 | ||||||||||
Issuance of common stock upon exercise of stock options and ESPP | $ 8,445 | $ 1 | 8,444 | |||||||||
Issuance of common stock upon vesting of restricted stock awards/units and ESPP (in shares) | 3,438,000 | |||||||||||
Issuance of common stock upon vesting of restricted stock awards/units and ESPP | 1 | $ 3 | (3) | |||||||||
Shares surrendered for settlement of minimum statutory tax withholdings (in shares) | (829,000) | |||||||||||
Shares surrendered for settlement of minimum statutory tax withholdings | (9,587) | (9,587) | ||||||||||
Stock-based compensation | 70,071 | 70,071 | ||||||||||
Repurchase and retirement of common stock (in shares) | (5,868,000) | |||||||||||
Repurchase and retirement of common stock | (54,873) | $ (6) | (54,867) | |||||||||
Stock repurchase costs | (100) | (100) | ||||||||||
Stock repurchase excise tax | (185) | (185) | ||||||||||
Other comprehensive income (loss) | (1,265) | (1,265) | ||||||||||
Net income (loss) | $ 13,953 | 13,953 | ||||||||||
Ending balance, preferred shares (in shares) at Dec. 31, 2023 | 0 | 0 | ||||||||||
Ending balance at Dec. 31, 2023 | $ 168,834 | $ 0 | $ 189 | $ 1,101,474 | $ (933,061) | $ 232 | ||||||
Ending balance, common shares (in shares) at Dec. 31, 2023 | 188,538,000 | 188,538,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net income (loss) | $ 13,953 | $ (48,733) | $ (108,664) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 25,383 | 21,745 | 16,686 |
Amortization of debt issuance costs | 227 | 227 | 1,392 |
Amortization of prior hedge effectiveness | 0 | 0 | 3,095 |
Amortization of right-of-use assets | 2,692 | 2,049 | 0 |
Stock-based compensation | 66,015 | 80,469 | 112,596 |
Impairment of long-lived assets | 0 | 248 | 924 |
Impairment of other equity security | 0 | 3,000 | 0 |
Loss on debt extinguishment | 0 | 0 | 7,955 |
Discontinuance of interest rate swaps and write-off of prior hedge effectiveness | 0 | 0 | 8,688 |
Deferred income taxes | 4,712 | (793) | (11,595) |
Change in fair value of contingent consideration | (836) | (150) | 0 |
Change in fair value of financial guarantee | 0 | 0 | (150) |
Change in fair value of derivative instruments | 0 | 0 | 392 |
Change in fair value of other equity security | 0 | 0 | (1,812) |
Unrealized foreign exchange (gain) loss | (1,387) | 3,558 | 943 |
Other | (39) | 168 | 4 |
Changes in operating assets and liabilities, net of effects of business combinations, asset acquisition and disposal of business: | |||
Accounts receivable | 1,441 | (2,505) | (1,511) |
Prepaid expenses and other current assets | 1,557 | (523) | (4,965) |
Other assets | 435 | 179 | (3,648) |
Accounts payable | 5,025 | (6,609) | 2,360 |
Accrued expenses and other liabilities | 4,119 | 6,535 | 13,781 |
Operating lease liabilities | (2,319) | (2,135) | 0 |
Income tax payable | (4) | 28 | (185) |
Deferred revenue | 3,334 | 17,079 | 17,866 |
Net cash provided by operating activities | 124,308 | 73,837 | 54,152 |
Cash flows from investing activities | |||
Acquisitions, net of cash acquired | 0 | (2,532) | (61,523) |
Asset acquisition, net of cash acquired | 0 | (6,299) | 0 |
Proceeds from acquisition working capital adjustment | 0 | 307 | 0 |
Purchase of property and equipment | (31,593) | (22,098) | (11,740) |
Payment upon extinguishment of interest rate swaps | 0 | 0 | (3,283) |
Purchase of other equity security | 0 | 0 | (1,127) |
Other | 38 | 0 | 0 |
Net cash used in investing activities | (31,555) | (30,622) | (77,673) |
Cash flows from financing activities | |||
Repayment of finance and capital lease obligations | (35) | (14) | (31) |
Payment of debt issuance costs | 0 | 0 | (767) |
Repayment of 2018 Term Loan | 0 | 0 | (524,300) |
Repayment of hybrid debt | 0 | 0 | (1,332) |
Payment upon extinguishment of hybrid debt | 0 | 0 | (9,774) |
Payment of contingent consideration | 0 | (600) | (1,049) |
Repurchase and retirement of common stock | (54,873) | (95,126) | 0 |
Payment of stock repurchase costs | (100) | 0 | 0 |
Payment of special dividends | 0 | 0 | (112) |
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | 0 | 0 | 581,833 |
Proceeds from private placement, net of underwriting discounts and commissions | 0 | 0 | 85,050 |
Payment of stock issuance costs | 0 | 0 | (5,636) |
Shares surrendered for settlement of minimum statutory tax withholdings | (9,587) | (41) | (2,342) |
Proceeds from issuance of stock under employee stock plans | 8,445 | 2,438 | 1,819 |
Net cash (used in) provided by financing activities | (56,150) | (93,343) | 123,359 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalent | 34 | (87) | (11) |
Net increase (decrease) in cash, cash equivalents and restricted cash equivalent | 36,637 | (50,215) | 99,827 |
Cash and cash equivalents and restricted cash equivalent, at beginning of the period | 189,082 | 239,297 | 139,470 |
Cash and cash equivalents, at end of the period | 225,719 | 189,082 | 239,297 |
Supplemental cash flow data | |||
Interest | 0 | 0 | 12,284 |
Income taxes | 6,598 | 741 | 1,459 |
Non-cash operating, investing, and financing activities: | |||
Right of use assets obtained in exchange for new operating lease liabilities | 63 | 7,528 | 0 |
Capitalized stock-based compensation | 4,056 | 2,526 | 674 |
Purchase of property and equipment included in accounts payable and accrued expenses and other current liabilities | 2,577 | 646 | 676 |
Conversion of Series A redeemable convertible preferred stock into common stock in connection with initial public offering | 0 | 0 | 70,906 |
Change in fair value of hedged interest rate swaps and interest rate cap | 0 | 0 | (5,817) |
Accrued stock repurchase excise tax | $ 185 | $ 0 | $ 0 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 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, and we have expanded our platform to include professional expertise and other products, both legal and non-legal, to better meet the needs of small businesses. 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. Initial Public Offering The registration statement related to our initial public offering, or IPO, was declared effective on June 29, 2021, and our common stock began trading on the Nasdaq Global Select Market on June 30, 2021. On July 2, 2021, we completed our IPO for the sale of 19,121,000 shares of our common stock, $0.001 par value per share at an offering price of $28.00 per share, for proceeds of $505.9 million, net of underwriting discounts and commissions. In addition, we sold 2,868,150 shares of our common stock for net proceeds of $75.9 million pursuant to the full exercise of the underwriter’s option to purchase additional shares in connection with the IPO. In addition, on July 2, 2021, we sold 3,214,285 shares of our common stock in a private placement with an existing related party stockholder for proceeds of $85.0 million, net of underwriting discounts and commissions. We raised aggregate proceeds of $666.9 million from our IPO and private placement after deducting underwriting discounts and commissions. We incurred stock issuance costs of $5.6 million. Proceeds raised from our IPO were used to repay the full outstanding balance of $521.6 million on our prior term loan. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 consolidated financial statements is set forth below. Basis of Presentation and Consolidation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. All intercompany balances and transactions have been eliminated in consolidation. On occasion, we enter into relationships or investments with other entities that may be a variable interest entity, or VIE. We analyze our interests, including agreements, loans, guarantees, and equity investments on a periodic basis to determine if such interests are variable interests. If variable interests are identified, then the related entity is assessed to determine if it is a VIE. If we determine that the entity is a VIE, we then assess if we must consolidate the VIE as the primary beneficiary. Our determination of whether we are the primary beneficiary is based upon qualitative and quantitative analyses, which assess the purpose and design of the VIE, the nature of the VIE’s risks and the risks that we absorb, the power to direct activities that most significantly impact the economic performance of the VIE, and the obligation to absorb losses or the right to receive benefits that could be significant to the VIE. Beginning in the fourth quarter of 2023, we include partner revenue in transaction and subscription revenue to conform with how we evaluate our performance. This change had no impact on total revenue. Prior period disaggregated revenue disclosures have been conformed to the current period presentation. Certain other reclassifications have been made to prior periods amounts to conform to the current period presentation. 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, however 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, valuation of assets and liabilities acquired in business combinations, valuation of assets in asset acquisitions, fair value of derivative instruments 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. Business Combinations The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date. Any excess purchase consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. We perform valuations of assets acquired and liabilities assumed for an acquisition and allocate the purchase price to their respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management to use judgment and estimates, including the selection of valuation methodologies, estimates of cash flows, discount rates and selection of comparable companies. We generally engage the assistance of a third-party valuation firm in determining fair values of assets acquired and liabilities assumed and contingent consideration, if any, in a business combination. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the accompanying consolidated statements of operations. Asset Acquisitions We evaluate acquisitions to determine whether the acquisition should be classified as either a business combination or an asset acquisition. Acquisitions for which substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset or a group of similar identifiable assets are accounted for as an asset acquisition. If the gross assets are not concentrated in a single asset or group of similar assets, we then determine if the set of assets acquired represents a business. A business is an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return. Depending on the nature of the acquisition, judgment may be required to determine if the set of assets acquired is a business combination or not. We allocate the purchase price on a relative fair value basis and capitalize direct acquisition related costs as part of the purchase price. In making estimates of fair values for purposes of allocating the purchase price, we utilize an independent third-party to value the net tangible and identified intangible assets in connection with the acquisition. 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 revenue for the years ended December 31, 2023, 2022 and 2021. Our property and equipment and right-of-use, or ROU, assets located outside of the U.S. were immaterial as of December 31, 2023 and 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 (loss) income as a component of our consolidated statements of redeemable convertible preferred stock and stockholders’ equity. We recognized foreign currency transaction gain in the accompanying consolidated statement of operations of $1.4 million for 2023 and losses of $3.6 million and $0.9 million for 2022 and 2021, respectively. 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 December 31, 2023 and 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 acquisition of United Agency Services Corp, or UA Services. The cash equivalent consists 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. Concentrations of Credit Risk We maintain accounts in U.S. and U.K. banks with funds insured by the Federal Deposit Insurance Corporation, or FDIC, and the Financial Services Compensation Scheme, or FSCS, respectively. Our bank accounts may, at times, exceed the FDIC and FSCS insured limits. Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents. Management believes that we are not exposed to any significant credit risk related to our cash or cash equivalents and have not experienced any losses in such accounts. Due to a large and diverse customer base, no individual customer represented more than 10% of total revenue in December 31, 2023, 2022 and 2021, respectively. At December 31, 2023 and 2022, there were no customers with an outstanding balance of 10% or more of our accounts receivable balance. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of ninety days or less at the date of purchase. At December 31, 2023 and 2022, our cash consisted of bank account deposits and our cash equivalents consisted of $209.0 million and $130.2 million, respectively, invested in money market funds. 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 December 31, 2023 and 2022, the allowance for credit losses was not material. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Repairs and maintenance are expensed as incurred whereas significant renewals and enhancements are capitalized. When assets are retired or otherwise disposed of, the cost and the related accumulated depreciation are removed from the respective accounts and any resulting gain or loss is reflected in our results of operations. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: Useful Life Purchased and internally developed internal-use software 3 Building and building improvements 5–30 Land improvements 7 Furniture and office equipment 5 Computer hardware 3 Land Indefinite Leasehold improvements Shorter of lease term Internal-use Software and Cloud Computing Arrangements Software development costs include costs to develop software to be used to meet internal needs and applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. We amortize internal-use software costs on a straight-line basis over their estimated useful life of three years commencing when the internal-use software is substantially complete and ready for its intended purpose. Costs related to development of internal-use software are included in the accompanying consolidated balance sheets in property and equipment, net. Costs related to implementation of cloud computing arrangements that do not include a software license are included in the accompanying consolidated balance sheets in prepaid expenses and other current and non-current assets and are amortized over the contractual term of the underlying service arrangement. Intangible Assets and Other Long-Lived Assets Intangible assets are stated at cost, net of accumulated amortization. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, which approximates the pattern in which the economic benefits are consumed. We amortize our intangible assets over an estimated useful life of two We assess the impairment of long-lived assets, which consist primarily of property and equipment, right of use assets, acquired intangible assets, and capitalized internal-use software costs, whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. Impairment testing is performed at an asset level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, or an asset group. If an asset group is considered impaired, an impairment loss equal to the excess of the asset group’s carrying value over their fair value is recorded. Fair value is determined based on the present value of estimated expected future cash flows using a discount rate commensurate with the risk involved, quoted market prices, or appraised values, depending on the nature of the assets. Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized, however, it is subject to impairment testing at the reporting unit level annually during the fourth quarter of our fiscal year or more frequently if events or changes in circumstances indicate that goodwill may be impaired. In assessing impairment, we have the option to first assess qualitative factors to determine whether or not a reporting unit is impaired. Alternatively, we may perform a quantitative impairment assessment, or if the qualitative assessment indicates that it is more-likely-than-not that the reporting unit’s fair value is less than its carrying amount, a quantitative analysis is required. The quantitative analysis compares the estimated fair value of the reporting unit with its respective carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount including goodwill, goodwill is considered not to be impaired. If the fair value is less than the carrying amount including goodwill, then a goodwill impairment charge is recorded by the amount that the carrying value exceeds the fair value, up to the carrying amount of goodwill. Derivative Financial Instruments Prior to our IPO in 2021, derivative financial instruments, which included interest rate swaps, an interest rate cap, and a financial guarantee relating to a former executive officer, were recorded at fair value. For derivatives that qualified for hedge accounting, specifically as cash flow hedges, the change in fair value of the derivatives was recorded as an unrealized gain (loss), net of taxes, in the accompanying consolidated statements of comprehensive (loss) income. For derivatives that did not qualify for hedge accounting, the change in the fair value of our derivatives related to our long-term debt were recorded in interest expense, net, and the change in the fair value of our financial guarantee was recorded in other income, net, in the accompanying consolidated statements of operations. In 2021, our derivative positions were extinguished in connection with our IPO and full repayment of our long-term debt. Available-for-sale Debt Securities At December 31, 2023 and 2022, we held long-term investments of certain privately held companies through the purchase of convertible promissory notes. These investments are classified as available-for-sale debt securities. For available-for-sale debt securities that have the estimated fair values below their amortized cost basis, we evaluate our intent to sell the security or whether we will more likely than not be required to sell the security before recovery of its amortized cost basis. If either of these criteria are met, the security’s amortized cost basis is written down to its fair value through earnings. If these criteria are not met, we evaluate whether the decline in fair value has resulted from credit loss or other factors. If the assessment indicates a credit loss exists, the credit-related portion of the loss is recorded as allowance for credit loss with a corresponding credit loss expense, included in the consolidated statement of operations. If the assessment indicates a credit loss does not exist, impairment is recognized in other comprehensive (loss) income, net of applicable taxes. Investments in Other Equity Securities We hold investments in equity securities of certain privately held companies, which do not have readily determinable fair values. We have elected to measure these non-marketable investments at cost, with remeasurements to fair value only upon the occurrence of observable price changes in orderly transactions for identical or similar securities of the same issuer, or in the event of any impairment. This election is reassessed each reporting period to determine whether a non-marketable equity security has a readily determinable fair value, in which case they would no longer be eligible for this election. We evaluate our non-marketable equity securities for impairment at each reporting period based on a qualitative assessment that considers various potential impairment indicators. If an impairment exists, a loss is recognized in the consolidated statements of operations for the amount by which the carrying value exceeds the fair value of the investment. We include investments in equity securities within other assets in the accompanying consolidated balance sheets. Held for Sale We classify long-lived assets or asset groups we plan to sell as held for sale on our consolidated balance sheets only after certain criteria have been met including: management has the authority and commits to a plan to sell the asset, the asset is available for immediate sale in its present condition, an active program to locate a buyer and the plan to sell the asset have been initiated, the sale of the asset is probable within twelve months, the asset is being actively marketed at a reasonable sales price relative to its current fair value, and it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made. We record assets or asset groups held for sale at the lower of their carrying value or fair value less costs to sell. Once classified as held for sale, depreciation and amortization is not recorded for any long-lived assets. Leases On January 1, 2022, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, No. 842, Leases, and related amendments, using the modified retrospective method. Financial information related to periods prior to adoption is as originally reported under the FASB, ASC No. 840, 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, resulting from historical straight-line recognition of operating leases, which was reclassified upon adoption to reduce the measurement of the leased assets. The adoption of the standard did not have a material impact on our stockholders’ equity, results of operations, or cash flows. The new standard provides several optional practical expedients in transition. We elected the package of practical expedients permitted under the transition guidance, which eliminates the requirement to reassess whether a contract contains a lease and lease classification. We have also made accounting policy elections, including a short-term lease exception policy, permitting us to not apply the recognition requirements of this standard to short-term leases, which are leases with expected terms of twelve 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 determined whether an arrangement is a lease, or contains a lease, at inception if we are able to identify an asset and can conclude we have the right to control the identified asset for a period of time. Leases are included in operating lease ROU assets and operating lease liabilities in the accompanying consolidated balance sheets. Leases with an initial term of twelve months or less are not recorded in our accompanying consolidated balance sheet. ROU assets represent our right to control an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use the incremental borrowing rate based on the information available at commencement date in determining the discount rate used to present value lease payments. We used the incremental borrowing rate on January 1, 2022 for operating leases that commenced on or prior to that date. The incremental borrowing rate used is estimated based on what we would be required to pay for a collateralized loan over a similar term. Our leases typically do not include any residual value guarantees, bargain purchase options, or asset retirement obligations. Our lease terms are only for periods in which we have enforceable rights. A lease is no longer enforceable when both the lessee and the lessor each have the right to terminate the lease without permission from the other party with no more than an insignificant penalty. Our lease terms are impacted by options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancelable lease term when determining the lease assets and liabilities. Our agreements may contain variable lease payments. We include variable lease payments that depend on an index or a rate and exclude those which depend on facts or circumstances occurring after the commencement date, other than the passage of time. Debt Issuance Costs Debt issuance costs associated with our term loans are deducted from the carrying value of current and long-term debt in the accompanying consolidated balance sheets and are amortized over the term of the loan using the effective interest method. Debt issuance costs associated with revolving facilities are classified as other assets in the accompanying consolidated balance sheets and are amortized over the term of the respective facility on a straight-line basis over the term of the revolving facilities. Debt issuance costs are amortized to interest expense, net in the accompanying consolidated statements of operations. In 2021, upon the full repayment of our long-term debt in connection with our IPO, we recorded a loss on debt extinguishment of $7.7 million, which mainly consisted of unamortized debt issuance costs. Deferred Offering Costs We record certain legal, accounting, and other third-party fees in other assets that are directly associated with in-process equity financings until such financings are consummated. After consummation, these costs are recorded in stockholders’ equity as a reduction from the proceeds of the offering. Should the equity financing no longer be considered probable of being consummated, the deferred offering costs are expensed in the consolidated statements of operations within income from operations. In 2021, we incurred $5.6 million related to our IPO, which is included in additional-paid in capital in the accompanying consolidated statements of redeemable convertible preferred stock and stockholders’ equity. There were no deferred stock issuance costs recognized in other assets as of December 31, 2023 or 2022. 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. Tax preparation services are recognized at the point in time when the customer’s tax return is filed and accepted by the applicable government authority. We also earn fees from third-party providers from leads generated to such providers through our online legal platform. Subscription revenue —Subscription revenue is generated primarily from subscriptions to our registered agent, compliance packages, attorney advice, legal forms, tax and accounting, 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. 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. Our transaction and subscription revenue is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Transaction $ 247,780 $ 260,781 $ 281,644 Subscription 412,947 359,198 293,436 Total revenue $ 660,727 $ 619,979 $ 575,080 We determine revenue recognition through the following five steps: identification of a contract with a customer; identification of the performance obligations in the contract; determination of the transaction price; allocation of the transaction price to the performance obligations in the contract; and recognition of revenue when or as the performance obligations are satisfied. Our customers generally pay for transactions in advance by credit or debit card except for certain services provided under installment plans where we allow customers to pay for their order in three equal payments. The first installment due under the installment plans is charged to the customer’s debit or credit card on the date the order is placed, and the remaining installments are generally charged on a monthly basis thereafter. We recognize revenue for the amount we expect to be entitled to for providing the services to our customers. The total fees collected by us for our services include, as applicable, expedited services fees, government filing fees and shipping fees. Subscription services are generally paid monthly or annually in advance of the subscription period except for SaaS services in the U.K., which are invoiced monthly in arrears. Amounts collected in advance of revenue recognition are recorded in deferred revenue. Customers may pay for services, however, may not provide the necessary information to complete a transaction. We attempt to contact the customer to complete the abandoned order. We recognize revenue on abandoned services, or breakage, when it is likely to occur and the amount can be recognized without significant risk of reversal. We recognize breakage in proportion to the pattern of rights exercised by the customer. Judgment is required to determine the amount of breakage and when breakage is likely to occur, which we estimate based on historical data of breakage for similar services. Services we offer can generally either be purchased on a stand-alone basis or bundled together as part of a package of services. Accordingly, a significant number of our arrangements include multiple performance obligations, such as the preparation of legal documents combined with related document revision, registered agent services, and free trial periods of our legal plans. At contract inception, we assess the services promised in our contracts with customers and identify performance obligations for each promise to transfer to the customer a service or bundle of services that is distinct. The identification of distinct performance obligations within our packages may require significant judgment. The transaction price allocated to each separate performance obligation represents the amount of consideration to which we expect to be entitled in exchange for the services we provide. The transaction price is based on the contractual amounts in our contracts 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. We only include variable consideration in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. We estimate sales allowances using the expected value method. We recognize a liability or a reduction of accounts receivable, and a reduction to revenue based on the estimated amount of sales allowances. We record sales allowances as a reduction of accounts receivable where we expect not to collect the full amount of the outstanding accounts receivable and we record sales allowances as a liability for estimated refunds or credits where we have collected the amounts due from the customer. We have established a sufficient history of estimating sales allowances given the large number of homogeneous transactions. The majority of our allowances and reserves are known within a relatively short period of time following our balance sheet date. The estimated provision for sales allowances has varied from actual results within ranges consistent with management’s expectations. The transaction price excludes sales taxes. Contracts with our customers may include options to purchase additional future services, and in the case of subscription services, options to auto-renew the subscription service. Additional consideration attributable to either the option to purchase additional future services or the option to renew are excluded from the transaction price until such time that the option is exercised, unless these options provide a material right to the customer. For arrangements that contain multiple performance obligations, such as our bundled arrangements, we allocate the transaction price to each performance obligation based on estimates of the standalone selling price of each performance obligation within the bundle. For the services we sell on a standalone basis, we use the sales price of these services in the allocation of the transaction price in bundled arrangements. Where we do not sell the service on a standalone basis, we estimate the standalone selling price based on the adjusted market assessment approach or the expected cost plus a margin approach when market information is not observable. In these cases, the determination of the standalone selling price |
Other Financial Statement Infor
Other Financial Statement Information | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2023 2022 2021 Beginning balance $ 4,730 $ 4,060 $ 5,256 Add: amounts recognized as a reduction of revenue 8,220 8,193 6,610 Add (less): allowance for credit losses recognized in general and administrative expense 1,144 446 (279) Less: write-offs, net of recoveries (9,188) (7,969) (7,527) Ending balance $ 4,906 $ 4,730 $ 4,060 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 third-party providers that are no longer considered collectible. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2023 2022 Prepaid expenses $ 10,423 $ 10,624 Deferred cost of revenue 1,678 1,915 Capitalized cloud computing development costs 1,085 1,407 Income tax receivable 35 760 Other current assets 1,938 1,993 Total prepaid expenses and other current assets $ 15,159 $ 16,699 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As December 31, 2023 2022 Accrued payroll and related expenses $ 33,635 $ 27,822 Accrued vendor payables 11,223 15,531 Accrued advertising — 1,071 Sales allowances 3,412 4,426 Accrued sales, use and business taxes 9,795 3,838 Other 3,613 4,685 Total accrued expenses and other current liabilities $ 61,678 $ 57,373 Changes in sales allowances relating to charge-backs, sales credits and refunds consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Beginning balance $ 4,426 $ 4,862 $ 4,856 Add: increase in sales allowances 6,635 7,217 7,998 Less: utilization of reserves (7,649) (7,653) (7,992) Ending balance $ 3,412 $ 4,426 $ 4,862 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): Year Ended December 31, 2023 2022 2021 Cost of revenue $ 12,772 $ 8,581 $ 6,430 Sales and marketing 5,286 7,014 6,017 Technology and development 4,184 2,834 2,361 General and administrative 3,141 3,316 1,878 Total depreciation and amortization expense $ 25,383 $ 21,745 $ 16,686 Deferred Revenue Deferred revenue as of December 31, 2023 and 2022 was $168.4 million and $165.1 million, respectively. Revenue recognized in 2023, 2022 and 2021 that was included in deferred revenue at the beginning of the year was $163.4 million, $146.6 million and $127.6 million, respectively. We expect to recognize substantially all of the deferred revenue as of December 31, 2023 as revenue in 2024. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | Assets Held for Sale In September 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 December 31, 2023, the total carrying value of the assets held for sale remains at $22.7 million as follows: December 31, 2023 Land $ 6,400 Building and building improvements 16,322 Total assets held for sale $ 22,722 The estimated fair value less costs to sell the assets held for sale exceed their carrying values and hence no impairment was necessary as of December 31, 2023. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Revvsales, Inc. In October 2022, we completed an asset acquisition of Revvsales Inc, or Revv, consisting substantially of acquired developed technology for their self-service document automation and electronic signature platform. Revv’s proprietary technology enhanced our forms library and legal template offerings and has been leveraged to develop modern product experiences and services for small businesses. A purchase price of $6.6 million, which was subject to customary adjustments, was paid at closing and funded by our available cash on hand. The acquisition was accounted for as an asset acquisition because substantially all the value of the assets acquired were concentrated in the acquired technology. Revv’s operations have been included in our consolidated financial statements commencing on the acquisition date. We allocated the accumulated cost of the acquisition to the assets acquired based on their relative fair values. The accumulated cost of the acquisition included direct acquisition-related costs and applicable taxes. The estimated fair value of developed technology was $6.5 million and an assembled workforce of $0.1 million, which were determined by using a replacement cost approach. The replacement cost approach consists of developing an estimate of the current cost of a similar new asset having the nearest equivalent utility to the asset being valued. The developed technology rights and assembled workforce is amortized over a weighted-average period of three years by using the straight-line method. Separate from the asset acquisition, up to $2.6 million was payable to certain of the sellers on the first and second anniversaries of the asset acquisition date as compensation for maintaining an assembled workforce. During the year ended December 31, 2023 a payment of $1.3 million was made to these sellers pursuant to the foregoing compensation arrangement. United Agency Services, Corp. In August 2022, we acquired certain assets and liabilities of 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 year ended December 31, 2023, we recorded a $0.8 million 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 and administrative expenses in the accompanying consolidated statements of operations during the year ended December 31, 2022. The revenue and earnings of the acquired business were included in our results of operations since the acquisition date and were not material to the consolidated financial results for the year ended December 31, 2022. Pro forma revenues and results of operations for this acquisition are not presented as the impact on our consolidated financial statements for the year ended December 31, 2022 was immaterial. Earth Class Mail, Inc. In November 2021, we acquired all of the outstanding equity interests in Earth Class Mail, Inc., or Earth Class Mail, a company that provides virtual mailbox solutions for small businesses, in line with our strategy to scale our existing business through building in-house adjacencies, for $61.2 million. The purchase price was reduced during the year ended December 31, 2022 due to a working capital adjustment of $0.3 million and immaterial measurement period adjustments. Amount Estimated useful life (in thousands) Goodwill $ 48,617 — Customer relationships 10,603 6 years Developed technology 5,418 5 years Trade names 179 26 months Property and equipment 267 3-5 years Deferred tax liability (3,087) — Other liabilities (787) — Total purchase consideration $ 61,210 Intangible assets acquired from Earth Class Mail included customer relationships of $10.6 million, developed technology of $5.4 million and trade names of $0.2 million, which are being amortized over their estimated useful life using the straight-line method. The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill. The resulting goodwill of $48.6 million arising from the acquisition consisted largely of the assembled workforce and synergies expected from combining Earth Class Mail into our operations. The acquired goodwill was deductible for tax purposes. Acquisition-related costs, including legal, regulatory, and consulting costs amounted to $1.4 million and were included within general and administrative expenses in our consolidated statement of operations during the year ended December 31, 2021. The revenue and earnings of the acquired business were included in our results of operations since the acquisition date and were not material to the consolidated financial results for the year ended December 31, 2021. Pro forma revenues and results of operations for this acquisition are not presented as the impact on our consolidated financial statements for the year ended December 31, 2021 was immaterial. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments [Abstract] | |
Investments | Investments Available-for-sale Debt Securities In 2019, we invested in Legal Vision Pty Ltd., or Legal Vision, an Australian proprietary limited company that provides online legal services to small and medium size businesses, through the purchase of a convertible promissory note for a total of Australian Dollar, or AUD, $1.0 million ($0.7 million). The convertible promissory note has a maturity term of ten years, which is convertible into Legal Vision’s common stock. The underlying conversion feature is automatically exercisable upon an exit event including an IPO, merger or sale, upon a new financing round, or at our election. At December 31, 2023, we do not hold any equity interests or in-substance common stock in Legal Vision, and accordingly, we have classified the convertible promissory note as an investment in an available-for-sale debt security in the accompanying consolidated balance sheets. The fair value of the convertible promissory note is based on unobservable inputs that are categorized as Level 3 in the fair value hierarchy. We determined that the conversion option on the Legal Vision convertible promissory note will not have material value until Legal Vision executes on its business plans to drive growth, which consequently will drive the fair value of the associated conversion option in excess of the carrying value of the convertible promissory note. Accordingly, the fair value of the convertible debt approximated its carrying value as of December 31, 2023 and 2022. At December 31, 2023 and 2022, the fair value of our available-for-sale debt security in Legal Vision was AUD $1.7 million ($1.2 million) and AUD $1.5 million ($1.0 million), respectively, with the change due to fair value adjustments during the period. In 2023, key assumptions used in the Monte Carlo simulation model to determine the fair value of the convertible promissory note in Legal Vision were: expected term of 5.3 years, risk-free rate of 3.7% and volatility of 60%. The increase in fair value was recognized in other comprehensive (loss) income for the year ended December 31, 2023. Since the Legal Vision convertible promissory note has a contractual maturity date that exceeds one year and we do not intend to liquidate in the next twelve months, we have classified the convertible promissory note as a noncurrent available-for-sale debt security in the accompanying consolidated balance sheets as of December 31, 2023 and 2022. Investments in Other Equity Securities We hold an equity investment in LawPath, Pty Ltd, or LawPath, an Australian proprietary limited company that provides an online legal platform to individuals and small and medium size businesses. In October 2021, we invested an additional AUD $1.5 million ($1.1 million). The change in fair value, due to an orderly transaction, in our other equity securities was $1.8 million for the year ended December 31, 2021, which was recognized in other income (expense), net in our consolidated statements of operations. At both December 31, 2023 and 2022 the carrying amount of our investment in LawPath was $4.4 million. The investment in LawPath does not have a readily determinable fair value. In December 2018, we purchased shares of Class C nonvoting common units in Mylo, LLC, or Mylo, a digital insurance broker that services small and medium size businesses, for $3.0 million, resulting in a 4% interest in Mylo. In December 2022, we fully impaired our investment in Mylo and incurred a loss of $3.0 million as the fair value of our investment was determined to be zero based upon an observable sale of their common equity. Therefore, we recognized an impairment of $3.0 million in our consolidated statements of operations during the year ended December 31, 2022. There were no other impairments of our investments during the years ended December 31, 2023, 2022, and 2021. At December 31, 2023 and 2022, the carrying value of these investments is included in other assets in the accompanying consolidated balance sheets. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net, consisted of the following (in thousands): As of December 31, 2023 2022 Internal-use software $ 91,424 $ 67,371 Purchased software 1,360 2,228 Furniture and office equipment 1,797 2,518 Computer hardware 7,588 14,074 Leasehold improvements 1,476 1,985 Software development in-progress — 105 Total cost of property and equipment 103,645 88,281 Less: accumulated depreciation and amortization (55,413) (57,458) Property and equipment, net $ 48,232 $ 30,823 Depreciation and amortization expense related to property and equipment was $20.2 million, $18.2 million and $15.7 million for 2023, 2022 and 2021, respectively. At December 31, 2023 and 2022 accumulated amortization in connection with internal-use software costs was $47.6 million and $41.0 million, respectively. In 2023, 2022 and 2021, we recorded amortization expense of $17.6 million, $14.6 million and $11.6 million, respectively, in connection with these costs. Software development in-progress consists primarily of internal-use software projects, which when placed in service, will provide enhancements and improvements to the operational and functional capabilities to our online platforms and our customer-facing website. In 2023, 2022 and 2021 we capitalized internal-use software development costs of $35.0 million, $21.4 million and $9.9 million respectively. In 2023 and 2022, no software development costs were impaired. In 2021, we impaired $0.9 million of capitalized software development costs related primarily to internal-use software projects that no longer met our business requirements or were no longer expected to be placed in service. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases We conduct operations from certain leased facilities in various locations. At December 31, 2023, we had various non-cancelable operating leases for office space and equipment, which expire between January 2024, and November 2029, and which represent the non-cancelable periods of the leases and include extension options that we determined are reasonably certain to be exercised. We exclude extension options that are not reasonably certain to be exercised from our lease terms. Our lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms. We often receive customary incentives from our landlords, such as reimbursements for tenant improvements and rent abatement periods, which effectively reduce the total lease payments owed for these leases. Operating lease liabilities on our consolidated balance sheets represent the present value of our remaining lease payments over the remaining lease terms. We do not allocate lease payments to non-lease components. We use our incremental borrowing rate to calculate the present value of our lease payments, as the implicit rates in our leases are not readily determinable. Leases consist of the following (in thousands): As of December 31, Assets Classification 2023 2022 Operating Operating lease right-of-use assets $ 8,518 $ 11,148 Finance Property and equipment, net 27 62 Total leases $ 8,545 $ 11,210 Liabilities Current Operating Operating lease liabilities $ 2,052 $ 2,317 Finance Accrued expenses and other current liabilities 26 36 Non Current Operating Operating lease liabilities, non-current 6,966 8,958 Finance Other liabilities 2 28 Total lease liabilities $ 9,046 $ 11,339 At December 31, 2023, the maturities of our remaining operating lease and finance lease liabilities were as follows (in thousands, except years and percentages): Operating leases Finance leases Total leases liabilities 2024 $ 2,392 $ 27 $ 2,419 2025 1,828 2 1,830 2026 1,744 — 1,744 2027 1,677 — 1,677 2028 1,312 — 1,312 Thereafter 1,151 — 1,151 Total minimum lease payments 10,104 29 10,133 Less: Effects of discounting 1,086 1 1,087 Present value of lease liabilities $ 9,018 $ 28 $ 9,046 Less: current portion $ 2,052 $ 26 $ 2,078 Long-term lease liabilities $ 6,966 $ 2 $ 6,968 Weighted-average remaining lease term as of December 31, 2023 (in years) 5.0 1.1 Weighted-average incremental borrowing rate as of December 31, 2023 4.51 % 5.50 % Weighted-average remaining lease term as of December 31, 2022 (in years) 5.6 1.9 Operating leases Finance leases Total leases liabilities Weighted-average incremental borrowing rate as of December 31, 2022 4.39 % 5.50 % The component of our lease costs included in our consolidated statements of operations were as follows (in thousands): Year Ended December 31, 2023 2022 Lease cost Operating lease cost $ 3,127 $ 2,384 Other variable cost 276 250 Finance lease cost 38 17 Net lease cost $ 3,441 $ 2,651 |
Leases | Leases We conduct operations from certain leased facilities in various locations. At December 31, 2023, we had various non-cancelable operating leases for office space and equipment, which expire between January 2024, and November 2029, and which represent the non-cancelable periods of the leases and include extension options that we determined are reasonably certain to be exercised. We exclude extension options that are not reasonably certain to be exercised from our lease terms. Our lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms. We often receive customary incentives from our landlords, such as reimbursements for tenant improvements and rent abatement periods, which effectively reduce the total lease payments owed for these leases. Operating lease liabilities on our consolidated balance sheets represent the present value of our remaining lease payments over the remaining lease terms. We do not allocate lease payments to non-lease components. We use our incremental borrowing rate to calculate the present value of our lease payments, as the implicit rates in our leases are not readily determinable. Leases consist of the following (in thousands): As of December 31, Assets Classification 2023 2022 Operating Operating lease right-of-use assets $ 8,518 $ 11,148 Finance Property and equipment, net 27 62 Total leases $ 8,545 $ 11,210 Liabilities Current Operating Operating lease liabilities $ 2,052 $ 2,317 Finance Accrued expenses and other current liabilities 26 36 Non Current Operating Operating lease liabilities, non-current 6,966 8,958 Finance Other liabilities 2 28 Total lease liabilities $ 9,046 $ 11,339 At December 31, 2023, the maturities of our remaining operating lease and finance lease liabilities were as follows (in thousands, except years and percentages): Operating leases Finance leases Total leases liabilities 2024 $ 2,392 $ 27 $ 2,419 2025 1,828 2 1,830 2026 1,744 — 1,744 2027 1,677 — 1,677 2028 1,312 — 1,312 Thereafter 1,151 — 1,151 Total minimum lease payments 10,104 29 10,133 Less: Effects of discounting 1,086 1 1,087 Present value of lease liabilities $ 9,018 $ 28 $ 9,046 Less: current portion $ 2,052 $ 26 $ 2,078 Long-term lease liabilities $ 6,966 $ 2 $ 6,968 Weighted-average remaining lease term as of December 31, 2023 (in years) 5.0 1.1 Weighted-average incremental borrowing rate as of December 31, 2023 4.51 % 5.50 % Weighted-average remaining lease term as of December 31, 2022 (in years) 5.6 1.9 Operating leases Finance leases Total leases liabilities Weighted-average incremental borrowing rate as of December 31, 2022 4.39 % 5.50 % The component of our lease costs included in our consolidated statements of operations were as follows (in thousands): Year Ended December 31, 2023 2022 Lease cost Operating lease cost $ 3,127 $ 2,384 Other variable cost 276 250 Finance lease cost 38 17 Net lease cost $ 3,441 $ 2,651 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The changes in goodwill for 2023 and 2022 were as follows (in thousands): Amount Balance as of December 31, 2021 $ 59,910 Acquisition 3,409 Foreign currency translation (90) Balance as of December 31, 2022 63,229 Foreign currency translation 89 Balance as of December 31, 2023 $ 63,318 |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net Intangible assets, net, consisted of the following (in thousands): As of December 31, 2023 Remaining Weighted average useful life (in years) Gross Accumulated Net Carrying Customer relationships 3.8 $ 12,088 $ 5,314 $ 6,774 Developed technology 2.2 14,281 7,412 6,869 Trade names 1.0 358 339 19 Assembled workforce 1.8 $ 125 $ 52 73 Total intangible assets $ 26,852 $ 13,117 $ 13,735 As of December 31, 2022 Remaining Weighted average useful life (in years) Gross Accumulated Net Carrying Customer relationships 4.8 $ 17,841 $ 9,300 $ 8,541 Developed technology 3.2 16,813 6,689 10,124 Trade names 1.3 503 383 120 Assembled workforce 2.8 125 10 115 Total intangible assets $ 35,282 $ 16,382 $ 18,900 As discussed in Note 5, we acquired Revv in October 2022, UA Services in August 2022 and Earth Class Mail in November 2021. In 2023, 2022 and 2021, we recorded amortization expense of $5.2 million, $3.5 million and $1.0 million, respectively. At December 31, 2023, estimated future intangible assets amortization expense was as follows (in thousands): For Years Ending December 31, 2024 $ 5,082 2025 4,510 2026 2,670 2027 1,473 Total future amortization expense $ 13,735 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt In November 2018, we entered into an amended first lien credit and guaranty agreement, or 2018 Credit Facility, which consisted of a first lien term loan facility, or 2018 Term Loan, with a principal amount of $535.0 million and a 2018 Revolving Facility of $40.0 million, or 2018 Revolving Facility. In July 2021, upon the completion of our IPO, we repaid the then outstanding principal of $521.6 million of our 2018 Term Loan in full. We incurred a loss on debt extinguishment of $7.7 million related to unamortized debt issuance costs. On July 2, 2021, we entered into an amended and restated credit and guaranty agreement, or 2021 Revolving Facility, providing for revolving borrowings of up to $150.0 million with an availability period of five years. Under the 2021 Revolving Facility, we can use up to $20.0 million in letters of credit as well as borrowings on same-day notice, referred to as swingline loans, in an amount of up to $10.0 million. Additional debt issuance costs of $0.8 million were allocated to the 2021 Revolving Facility. 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 one 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 one 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 is secured by a first-priority security interest in substantially all of our assets, 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. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Interest Rate Swaps In April 2019, we entered into two interest rate swaps, or initial swaps, to manage cash flow exposure and exposure to interest rate fluctuations under our 2018 Term Loan. The initial swaps would have matured in April 2022. Under the swap agreements, we were required to pay interest at a fixed rate of 2.3% per annum and receive interest at a variable rate indexed to one-month LIBOR. The initial notional amount of each initial swap was $66.0 million. The initial swaps were accounted for as cash flow hedges as the transactions were executed to hedge our future interest payments. At June 30, 2021, the interest rate swap contracts had an aggregate notional amount of $394.2 million, which were designated as cash flow hedges. In July 2021, upon the full repayment of our 2018 Term Loan, our interest rate swaps were discontinued as cash flow hedges and were subsequently extinguished. We paid $13.6 million to extinguish our interest rate swaps and hybrid debt. Upon discontinuance of the interest rate swaps as cash flow hedges, the unrealized losses of $9.2 million for the intervening period were recognized in interest expense, net. There were no interest rate swaps outstanding as of December 31, 2023 and 2022. The impact from losses from our interest rate cap, interest rate swaps, and hybrid debt in our consolidated statements of operations were as follows (in thousands): Year Ended December 31, 2021 Settlement of interest rate swaps $ 1,052 Amortization of prior hedge effectiveness 3,095 Fair value adjustment of interest rate swap 364 Amortization of interest rate cap premium 28 Interest expense on hybrid debt 368 Discontinuance of interest rate swaps and prior hedge effectiveness 9,240 Total, recorded in interest expense, net $ 14,147 Financial Guarantee In September 2019, we provided a financial guarantee relating to a former executive officer upon their voluntary termination. The executive officer entered into a personal loan with a financial institution for $50.0 million with a three-year term. The personal loan was collateralized by personal assets, an investment portfolio and our common stock owned by the former executive officer. We provided a financial guarantee to the financial institution up to $25.0 million had the former executive officer defaulted or not met certain collateral requirements throughout the term of the personal loan. We deposited $25.0 million into a money market fund with the financial institution, or restricted cash equivalent, to evidence this financial guarantee. Had the former executive officer not met certain collateral requirements or defaulted on the personal loan, the financial institution would have had the ability to use our restricted cash equivalent for any shortfall up to $25.0 million. In that event, we would have had full recourse against the former executive officer to recover the amount retained by the financial institution up to $25.0 million. The personal loan was required to be repaid by the former executive officer prior to our making a public filing with the Securities and Exchange Commission, or SEC, for our IPO, or September 2022, whichever came first. In the event of our IPO, the former executive officer had the option to sell up to $25.0 million of his common stock back to us to pay off the personal loan with the financial institution. The financial guarantee was accounted for as a derivative at fair value with changes in fair value recorded in other income, net in our consolidated statements of operations. The financial guarantee had a term of three years and matured in September 2022. In June 2021, the financial guarantee was terminated and we recognized a gain of $0.1 million from the cancellation of our financial guarantee derivative in other income (expense), net in the accompanying consolidated statements of operations. The associated restricted cash equivalent of $25.0 million became unrestricted and was reclassified to cash and cash equivalents. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 $46.5 million over a four year period, of which $32.8 million remains to be paid as of December 31, 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 | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Stock Repurchase Program On March 1, 2022, our board of directors approved a stock repurchase program, or 2022 stock repurchase program, authorizing us to repurchase up to $150.0 million of our common stock, with no fixed expiration. In September 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 was a related party due to the selling stockholder’s then-ownership of our common stock, 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. In November 2023, a selling stockholder, who was a related party due to the selling stockholder’s then-ownership in our common stock, sold 15,099,993 shares of our common stock in an underwritten public offering. We did not offer any shares of common stock in this secondary offering and did not receive any proceeds from the sale of shares of common stock by the selling stockholder. 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. In October 2023, our board of directors approved a new stock repurchase program, or 2023 stock repurchase program, authorizing repurchases of up to $100.0 million of our common stock, with no fixed expiration. Stock repurchases under both 2023 and 2022 programs authorized us to repurchase our common stock 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 may 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 also, from time to time, entered and may enter into Rule 10b5-1 plans to facilitate repurchases of our shares of common stock under this authorization. Neither stock repurchase program obligated us to acquire any particular amount of common stock and each could be modified, suspended or terminated at any time at the discretion of our board of directors. During the year ended December 31, 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 commission. During the year ended December 31, 2022, using the Rule 10b5-1 plans, we repurchased a total of 9,256,268 shares of our common stock through open market purchases at an average per share price of $10.28 for a total repurchase of $95.1 million including broker commission. The repurchases were recorded as a reduction to our accumulated deficit in the accompanying consolidated statements of redeemable convertible preferred stock and stockholders’ equity. We have made additional open market repurchases under the 2023 stock repurchase program subsequent to December 31, 2023 of 897,385 shares of our common stock, amounting to $9.2 million, as of the date of filing. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation 2021 Equity Incentive Plan In June 2021, our board of directors adopted our 2021 Equity Incentive Plan, or 2021 Plan. All equity-based awards going forward will be granted under the 2021 Plan. An aggregate of 18,946,871 shares of our common stock were reserved for issuance under our 2021 Plan, as well as any future automatic annual increases in the number of shares of common stock reserved for issuance under our 2021 Plan. Under the terms of the 2021 Plan, both incentive and nonqualified stock options could be granted with exercise prices not less than the fair market value of our common stock on the date of grant. Options granted pursuant to the 2021 Plan will vest at the rate specified in the stock option agreement. Under the 2021 Plan, if an option holder’s service relationship with us or any of our affiliates ceases for any reason other than disability, death, or cause, the option holder may generally exercise any vested options for a period of three months following the cessation of service. If under our 2021 Plan, shares subject to stock awards expire or terminate without being exercised in full or are paid out in cash rather than in shares, such awards will not reduce the number of shares available for issuance under our 2021 Plan. Shares withheld under a stock award to satisfy the exercise, strike or purchase price of a stock award or to satisfy a tax withholding obligation will not reduce the number of shares available for issuance under our 2021 Plan. Under the 2021 Plan, RSU awards are granted under RSU award agreements adopted by the administrator. RSU awards may be granted for any form of legal consideration that may be acceptable to our board of directors and permissible under applicable law. An RSU award may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the administrator, or in any other form of consideration set forth in the RSU award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a RSU award. Except as otherwise provided in the applicable award agreement, or other written agreement between us and the recipient, RSU awards that have not vested will be forfeited once the participant’s continuous service ends for any reason. 2021 Employee Stock Purchase Plan In June 2021, our board of directors adopted our 2021 Employee Stock Purchase Plan, or 2021 ESPP. We authorized the issuance of 3,552,538 shares of common stock under the 2021 ESPP, as well as any future automatic annual increases in the number of shares of common stock reserved for issuance under our 2021 Employee Stock Purchase Plan. Our 2021 ESPP is implemented through a series of offerings under which eligible employees are granted rights to purchase shares of our common stock on specified dates during such offerings at a discounted price per share. Under the 2021 ESPP our employees may purchase common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the stock at the beginning of the offering period or at the end of each applicable purchase period. The 2021 ESPP generally provides for offering periods of six months in duration with purchase periods ending on either May 15 or November 15. Contributions under the 2021 ESPP are limited to a maximum of 15% of an employee’s eligible compensation. ESPP purchases are settled with common stock from the ESPP’s previously-authorized and available pool of shares. The stock-based compensation expense incurred in 2023, 2022 and 2021 was $0.7 million, $0.7 million and $0.4 million, respectively. Our policy is to issue new common stock upon the exercise of stock options. 2016 Stock Option Plan Prior to the 2021 Plan, we granted stock options under our 2016 Stock Option Plan, or 2016 Plan. Under the terms of the 2016 Plan, both incentive and nonqualified stock options were granted with exercise prices not less than the fair value of the underlying common stock on the date of grant. Options granted pursuant to the 2016 Plan vest over periods of up to five years and expire ten years from the grant date. If a 2016 Plan option expires and is not exercised, such as if an employee does not exercise vested 2016 Plan options within thirty days of termination, then these options would revert back to the 2016 Plan’s option pool. The exercise price of all options granted was based on the estimated fair market value of our common stock as determined by the board of directors at the date of grant or date of modification. Stock-based Compensation Expense We recorded stock-based compensation expense in the following categories in the accompanying consolidated statements of operations and balance sheets (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenue $ 4,318 $ 2,931 $ 1,733 Sales and marketing 6,096 10,144 15,746 Technology and development 18,899 16,574 38,796 General and administrative 36,702 50,820 56,557 Total stock-based compensation expense 66,015 80,469 112,832 Amount capitalized to internal-use software 4,056 2,526 674 Total stock-based compensation $ 70,071 $ 82,995 $ 113,506 Stock Options Stock option activity for the year ended December 31, 2023 is as follows (in thousands, except weighted-average exercise price and remaining contract life): Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 17,155 $ 11.13 7.1 $ 3,698 Granted 4,181 8.54 Exercised (743) 8.20 Cancelled (19) 9.77 Forfeited (88) 9.44 Outstanding at December 31, 2023 20,486 $ 10.69 6.9 $ 34,571 Vested and expected to vest at December 31, 2023 20,486 $ 10.69 6.9 $ 34,571 Exercisable at December 31, 2023 14,021 $ 10.53 6.1 $ 22,332 The aggregate intrinsic values in the table above represents the difference, if any, between the fair value per share of our common stock and the option exercise prices multiplied by the number of options at the respective balance sheet dates. The total intrinsic value of stock options exercised in 2023, 2022 and 2021 was $2.2 million, $3.9 million and $13.5 million, respectively. During the years ended December 31, 2023, 2022, and 2021, the Company recorded stock-based compensation expense related to stock option awards of $22.0 million, $40.1 million, and $73.6 million, respectively. At December 31, 2023, total remaining stock-based compensation expense for unvested stock options was $25.5 million, which is expected to be recognized over a weighted-average period of 2.6 years. The weighted-average grant-date fair value per share of options granted using the Black-Scholes option pricing model for 2023, 2022 and 2021 was $4.40, $6.61 and $11.78, respectively. There was no tax benefit for 2023. There was a realized tax benefit of $2.6 million and $12.3 million for tax deductions from stock options exercised in 2022 and 2021, respectively. All tax effects related to stock-based compensation have been recorded in our provision for income taxes in the accompanying consolidated statements of operations. Vesting of the options granted to the members of our senior leadership team 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: Year Ended December 31, 2023 2022 2021 Expected life (years) 5.9 5.6 5.4 Risk-free interest rate 3.4%-3.8% 2.6 % 1.0 % Expected volatility 50.4%-50.7% 48 % 46 % Expected dividend yield — — — In June 2021, we granted 970,970 options to our executive officers that were contingent on the effectiveness of the registration statement of our IPO, which occurred on June 29, 2021, or IPO Options. Because the number of options and exercise price of the IPO Options were based on the IPO price to the public, the grant date for accounting purposes was not established until the effective date of our IPO. As the IPO was a performance condition, no stock-based compensation expense was recognized until our IPO registration statement was declared effective. During the years ended December 31, 2023, 2022, and 2021, the Company recorded stock-based compensation expense for the IPO Options of $2.0 million, $4.5 million, and $3.2 million, respectively. At December 31, 2023, total remaining stock-based compensation expense for unvested stock options was $1.1 million, which is expected to be recognized over a weighted-average requisite service period of approximately 1.6 years. Restricted and Performance Stock Units A summary of RSUs and performance stock units, or PSUs, activity for the year ended December 31, 2023 is as follows (in thousands, except weighted-average grant-date fair value): Number of Units Weighted- Unvested at December 31, 2022 8,879 $ 14.76 Granted 9,974 8.87 Cancelled/forfeited (1,405) 10.72 Vested (3,441) 15.33 Unvested at December 31, 2023 14,007 $ 10.83 The fair value of vested RSUs in 2023, 2022 and 2021, were $36.6 million and $18.5 million and $18.1 million, respectively. Our RSUs consist of time-based RSUs and RSUs with performance conditions. For the years ended December 31, 2023, 2022 and 2021, total stock-based compensation expense related to RSUs was $47.3 million, $41.4 million and $38.6 million, respectively. At December 31, 2023, total remaining stock-based compensation expense for unvested RSU awards is $112.1 million, which is expected to be recognized over a weighted-average period of 2.7 years. There was no tax benefit for 2023 and 2022. There was a realized tax benefit of $3.5 million for tax deductions from RSU settlements in 2021. During the year ended December 31, 2023, we also granted 1.3 million 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 December 31, 2023, the awards were not probable of vesting, and, consequently, no stock-based compensation expense related to these PSU awards was recognized during the year ended December 31, 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. In November 2022, we granted 211,864 PSUs, with a grant date fair value of $2.0 million to certain employees where 25% and 50% of the PSUs vest upon the first and second anniversaries, respectively, from the Revv asset acquisition date should certain headcount thresholds be maintained, and 25% will vest upon the third anniversary from the Revv asset acquisition date. For the years ended December 31, 2023 and 2022, stock-based compensation expense for these PSUs was $0.8 million and $0.1 million, respectively, and was recognized on a graded vesting basis. At December 31, 2023, the remaining stock-based compensation expense for unvested PSUs is $0.9 million, which is expected to be recognized over a weighted-average requisite service period of approximately 1.4 years. In June 2021, we granted 388,389 RSUs with a grant date fair value of $10.9 million to our executive officers that were contingent on the effectiveness of the registration statement of our IPO, or IPO RSUs. As the IPO was a performance condition, no stock-based compensation expense for the IPO RSUs was recognized until our IPO registration statement was declared effective. Stock-based compensation expense for the years ended December 31, 2023, 2022 and 2021 was $1.9 million, $4.3 million, and $3.1 million, respectively. At December 31, 2023, the remaining stock-based compensation expense for unvested PSUs was $1.1 million, which is expected to be recognized over a weighted-average requisite service period of approximately 1.6 years. Upon the effectiveness of our IPO and through December 31, 2021, there were 550,091 RSUs that vested. Such shares of common stock were settled until after the lock-up period relating to our IPO that ended in the fourth quarter of 2021. In 2021, we granted 1,338,028 liquidity event RSUs, or LERSUs, to various employees, which only vest upon the achievement of up to four years of service and upon the consummation of a change in control, or CIC event, which included an IPO. If the recipient employee terminates for any reason other than for cause, the employee shall retain any service-vested LERSUs until 6.5 years from the date of grant or the earlier settlement of the service-vested LERSUs upon the consummation of a CIC event. For the LERSUs, recognition of expense does not occur until the consummation of a CIC event and expense is recognized thereafter for any remaining service period, as such events are not considered probable of occurring prior to the CIC event for stock-based compensation purposes. Upon the effective date of our IPO registration statement on June 29, 2021, we commenced recognition of stock-based compensation for all LERSUs, as the CIC performance event and service conditions for vested RSUs were satisfied. In March 2021, we granted 30,434 RSUs to various employees where the RSUs will vest depending upon the appreciation of the fair value of our common stock compared to the grant-date fair value of our common stock and upon the consummation of a CIC event, which included an IPO, merger, acquisition, or sale of more than 50% of our assets, or performance RSUs. The performance RSUs vest on a linear basis, starting at 0% with a fair value of our common stock equal to $19.64 per share and ending at 100% upon reaching a fair value of our common stock of $29.46 per share. The performance options were subsequently modified in June 2021, prior to the effective date of our IPO registration statement, as discussed below. Stock-option and RSU activity described above, including total stock-based compensation expense recognized and total remaining stock-based compensation expense, is inclusive of awards modified during the period as discussed below. Modification of Stock-Based Compensation Awards In May 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 CIC 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. In June 2021, we modified the vesting conditions of certain stock options and RSUs as described below. We modified the vesting conditions of 4,477,218 outstanding performance options of certain executive officers and employees so that the performance options do not fully vest immediately upon an IPO. Instead, subject to and contingent upon the effective date of an IPO, the modified performance options for executive officers will vest monthly over a four year period from their original vesting commencement dates and the modified performance options of certain employees will vest 25% on the first anniversary from the vesting commencement date, and then vest monthly over the remaining service period, subject to continued employment through the applicable vesting dates. As the modified awards contain a performance condition that is satisfied upon an IPO, we remeasured the fair value of the performance options on the date of modification. This new fair value of $76.6 million will be recognized as stock-based compensation expense using the graded vesting method, with an immediate stock-based compensation expense recognized on the effective date of our IPO registration statement for the modified performance options for which the service vesting condition was satisfied on or prior to the effective date of the IPO registration statement, and all remaining compensation expense will be recognized thereafter over the remaining service period. We recognized stock-based compensation expense of $23.3 million from the effective date of our IPO registration statement through June 30, 2021 and we recognized stock-based compensation of $24.1 million during the six months ended December 31, 2021. Stock-based compensation expense for the years ended December 31, 2023 and 2022 was $5.9 million and $19.9 million, respectively. At December 31, 2023, remaining compensation of $0.9 million will be recognized over a remaining weighted-average service period of 0.7 years. We modified the vesting conditions of 3,627,936 outstanding 2019 performance options of an executive officer so that in the event of an IPO, the modified 2019 performance options will vest monthly over a four years period from the original vesting commencement date in 2019, subject to continued employment of the executive officer, rather than vesting upon the fourth anniversary of the original date of grant based on achieving certain stock price thresholds. Incremental stock-based compensation expense as a result of this modification was $11.4 million. Upon our IPO, we recognized stock-based compensation expense for the modified 2019 performance options for which the service vesting condition was satisfied on or prior to the effective date of the IPO registration statement, and all remaining compensation will be recognized thereafter over the remaining service period using the graded vesting method. We recognized stock-based compensation expense of $6.6 million from the effective date of our IPO registration statement through June 30, 2021 and we recognized stock-based compensation of $6.7 million during the six months ended December 31, 2021. Stock-based compensation expense for the years ended December 31, 2023 and 2022 was $0.9 million and $5.0 million, respectively. There is no remaining compensation expense to be recognized as of December 31, 2023. We modified the vesting conditions of 111,902 outstanding performance RSUs of certain employees so that the modified performance RSUs do not vest immediately upon an IPO. Instead, subject to and contingent upon the effective date of an IPO registration statement, the modified performance RSUs vest 25% on the first anniversary from their respective vesting commencement dates, then monthly over the remaining service period, subject to the continued employment through the applicable vesting dates. As the modified RSUs contain a performance condition that is satisfied upon an IPO, we remeasured the fair value of the performance RSUs on the date of modification. This new fair value of approximately $2.9 million will be recognized as stock-based compensation expense using the graded vesting method, with an immediate stock-based compensation expense recognized on the effective date of our IPO registration statement for the performance RSUs for which the service vesting condition was satisfied on or prior to the effective date of the IPO registration statement, and all remaining compensation will be recognized thereafter over the remaining service period. We recognized stock-based compensation expense of $0.2 million from the effective date of our IPO registration statement through June 30, 2021 and we recognized stock-based compensation of $1.2 million during the six months ended December 31, 2021. Stock-based compensation expense for the years ended December 31, 2023 and 2022 was $0.3 million and $0.6 million, respectively. At December 31, 2023, remaining compensation expense of $0.1 million will be recognized over a remaining weighted-average service period of 0.8 years. We modified the vesting conditions of 1,725,942 outstanding LERSUs and 1,706,888 outstanding time-based options of certain executive officers to amend the severance vesting acceleration benefit applicable for the LERSUs and to remove the CIC event vesting acceleration benefit for the time-based options. There was no incremental stock-based compensation associated with the modification of the time-based options. We remeasured the fair value of the LERSUs on the date of modification and this new fair value of approximately $43.3 million will be recognized using the graded vesting method, with an immediate stock-based compensation expense recognized on the effective date of our IPO registration statement for the modified LERSUs that have satisfied the service-vesting condition on or prior to the effective date of our IPO registration statement, and all remaining compensation will be recognized thereafter over the remaining service period. We recognized stock-based compensation expense of $7.4 million from the effective date of our IPO registration statement through June 30, 2021 and we recognized stock-based compensation of $15.8 million during the six months ended December 31, 2021. Stock-based compensation expense for the years ended December 31, 2023 and 2022 was $5.0 million and $13.0 million, respectively. At December 31, 2023, remaining compensation expense of $1.2 million will be recognized over a remaining weighted-average service period of 0.9 years. During 2021, we modified 63,235 vested options to extend the exercise period for terminated employees who were not able to exercise their options during the IPO lock-up period. We recognized $1.4 million in incremental stock-based compensation related to this modification during the year ended December 31, 2021. The fair value of the modified 2020 performance options, 2019 performance option, performance RSUs and LERSUs were remeasured using the fair value of our common stock, as approved by the Pricing Committee of our board of directors, which was $25.50 per share, the midpoint of the price range set forth on the cover page of the preliminary prospectus filed with the SEC on June 21, 2021 as part of our registration statement on Form S-1. |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 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 (loss) income per share attributable to common stockholders (in thousands, except per share amounts): Year Ended December 31, 2023 2022 2021 Numerator: Net income (loss) $ 13,953 $ (48,733) $ (108,664) Net income (loss) attributable to common stockholders—basic and diluted $ 13,953 $ (48,733) $ (108,664) Denominator: Weighted-average common stock used in computing net (loss) income per share attributable to common stockholders—basic 190,466 195,829 161,424 Effect of potentially dilutive securities: Options to purchase common stock 1,380 — — RSUs 2,558 — — Employee stock purchase plan 11 — — Weighted-average common stock used in computing net (loss) income per share attributable to common stockholders—diluted 194,415 195,829 161,424 Net (loss) income per share attributable to common stockholders—basic $ 0.07 $ (0.25) $ (0.67) Net (loss) income per share attributable to common stockholders—diluted $ 0.07 $ (0.25) $ (0.67) 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): As of December 31, 2023 2022 2021 Options to purchase common stock 10,714 17,155 15,274 RSUs 7,426 8,879 3,627 Employee stock purchase plan 43 140 96 Total 18,183 26,174 18,997 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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 December 31, 2023 Level 1 Level 2 Level 3 Available-for-sale debt securities $ — $ — $ 1,159 Money market funds 208,970 — — Total assets $ 208,970 $ — $ 1,159 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 During the year ended December 31, 2023, we recorded a $0.8 million reduction in fair value of contingent consideration from our acquisition of UAS as a component of cost of revenue because the earnout metrics were not achieved. There was no change in the fair value of the contingent consideration from our acquisition of UAS for the year ended December 31, 2022. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring From 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. In 2023 and 2022, we incurred $3.7 million and $1.9 million, respectively, in severance and related termination benefits costs related to a reduction in headcount in our U.S. workforce. In 2023, we also incurred $1.0 million in severance and related termination benefits costs related to the reduction of our U.K. headcount. The 2023 reduction in the U.S. and U.K. headcount was substantially complete by December 31, 2023. Restructuring expenses include salary and benefits for the impacted employees and are included in general and administrative expenses in the accompanying consolidated statements of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following are the domestic and foreign components of our income (loss) before income taxes (in thousands): Year Ended December 31, 2023 2022 2021 Domestic $ 34,518 $ (49,383) $ (119,195) Foreign (3,024) 1,710 (420) Total income (loss) before income taxes $ 31,494 $ (47,673) $ (119,615) The details for the provision for (benefit from) for income taxes by jurisdiction are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Current Federal $ 8,984 $ 647 $ (194) State 3,621 1,143 760 Foreign 224 63 78 Total current provision 12,829 1,853 644 Deferred Federal 5,481 1,142 (9,605) State (769) (1,935) (1,990) Total deferred provision 4,712 (793) (11,595) Total provision for (benefit from) income tax $ 17,541 $ 1,060 $ (10,951) The provision for income taxes for the year ended December 31, 2023 and 2022 reflected the impact of a change in U.S. tax law effective January 1, 2022, which requires the capitalization and amortization of research and development expenditures incurred after December 31, 2021. In August 2022, the Inflation Reduction Act of 2022, or IRA, was enacted. The IRA introduced a 15% alternative minimum tax based on the financial statement income of certain large corporations, effective for tax years beginning after December 31, 2022. The Company considered the applicable tax law changes concluding there is no impact to the Company’s tax provision for the twelve months ended December 31, 2023. The provision for (benefit from) income taxes for December 31, 2023, 2022, and 2021, differed from the amounts computed by applying the U.S. Federal income tax rate of 21% to income (loss) before income taxes as a result of the following (in thousands): Year Ended December 31, 2023 2022 2021 Provision for (benefit from) income taxes at statutory rate $ 6,614 $ (10,012) $ (25,120) State income taxes, net of federal benefit 1,796 (1,424) (2,309) Rate differential on foreign earnings (130) (104) (68) Research and development credits (4,894) (1,346) (887) Change in valuation allowance 814 304 809 Stock-based compensation 4,538 2,021 (3,065) Nondeductible stock-based compensation 6,053 10,012 18,267 Unrecognized tax benefits 2,498 975 703 Non-deductible expenses 350 630 287 Other (98) 4 432 Total provision for (benefit from) income taxes $ 17,541 $ 1,060 $ (10,951) The tax effects of temporary differences that give rise to significant portions of our deferred tax assets and liabilities consisted of the following as of December 31, 2023 and 2022, (in thousands): As of December 31, 2023 2022 Deferred tax assets Deferred revenue $ 220 $ 316 Accrued expenses 8,557 7,995 Stock-based compensation 6,554 9,293 Impairment on investment 1,445 1,445 As of December 31, 2023 2022 Net operating loss carryforwards 14,492 15,117 Tax credit carryforwards 9,462 12,839 Lease liabilities 2,359 2,934 Interest expense carryforwards 1,560 6,004 Capital loss carryforwards 455 453 Capitalized research expenses 21,355 6,674 Total deferred tax assets 66,459 63,070 Valuation allowance (16,320) (14,644) Net deferred tax assets 50,139 48,426 Deferred tax liabilities Depreciation and amortization (15,231) (12,780) Right of use asset (2,228) (2,900) State taxes (3,665) (3,366) Net deferred tax liabilities (21,124) (19,046) Net deferred tax assets and liabilities $ 29,015 $ 29,380 We evaluated the realizability of net deferred tax assets and determined it is more likely than not that separate state net operating losses, state net operating losses from the acquisition of LegalInc, capital loss carryovers from the acquisition of Earth Class Mail, the deferred tax assets for Pulse IP, LLC and Pulse Business, LLC, and foreign deferred tax assets will not be realized based on the available objective evidence and have recorded a valuation allowance on such deferred tax assets. The following table summarizes the valuation allowance: Year Ended December 31, 2023 2022 2021 Beginning balance $ 14,644 $ 14,170 $ 12,950 Net increase in current year 799 91 1,312 Net increase (decrease) in valuation prior period 877 383 (14) Net decrease in valuation allowance from acquisitions — — (78) Ending balance $ 16,320 $ 14,644 $ 14,170 Net changes in the valuation allowance in the years ended December 31, 2023, 2022, and 2021 include changes recorded through earnings relating to losses primarily from foreign operations and to a lesser extent valuation allowances established relating to acquired businesses. At December 31, 2023 and 2022, we had federal net operating loss, or NOL, carryforwards of $17.2 million and $16.8 million, respectively, which will begin to expire in 2032. At December 31, 2023, and 2022, we had state NOL carryforwards of $38.2 million and $59.9 million, respectively, which will begin to expire in 2028. At December 31, 2023 and 2022, we had foreign NOL carryforwards of $30.3 million and $33.6 million, respectively, which can be carried forward indefinitely and are not subject to expiration. At December 31, 2023, our federal tax credit carryforwards were immaterial. At December 31, 2022, we had federal tax credit carryforwards of $7.1 million, which will begin to expire in 2039. At December 31, 2023 and 2022, we had state tax credit carryforwards of $12.6 million and $10.8 million, respectively, which carry forward indefinitely. Our domestic entities may be subject to an annual limitation on the utilization of NOL and credit carryforwards based on changes in ownership as defined by Section 382 of the Internal Revenue Code of 1986 . In 2021 we acquired Earth Class Mail and in 2022 we acquired Revvsales Inc. Both were structured as stock acquisitions. Since there was a change in ownership, the acquired NOL carryforwards are subject to an annual Section 382 limitation on the utilization of the NOL carryforwards. We have had foreign operations since 2013. We have not provided for U.S. income taxes on the undistributed earnings and other outside temporary differences of foreign subsidiaries as they are considered indefinitely reinvested outside the U.S. At December 31, 2023, 2022, and 2021, the amount of temporary differences related to undistributed earnings and other outside temporary differences upon which U.S. income taxes are not material to our consolidated financial statements. The following table summarizes the changes in unrecognized tax benefits for the years ended December 31, 2023, 2022, and 2021 (in thousands): Gross Balance at December 31, 2020 $ 7,231 Additions for tax positions related to the current year 887 Reductions for tax positions related to prior years (245) Balance at December 31, 2021 $ 7,873 Additions for tax positions related to the current year 999 Additions for tax positions related to prior years 48 Balance at December 31, 2022 $ 8,920 Additions for tax positions related to the current year 2,181 Additions for tax positions related to prior years 418 Balance at December 31, 2023 $ 11,519 If recognized, $11.5 million of unrecognized tax benefits, excluding interest and penalties, would reduce our annual effective tax rate. Due to the uncertain and complex application of tax laws and regulations, it is possible that the ultimate resolution of uncertain positions may result in liabilities that could be materially different from these estimates. In such an event, we will record additional tax expense or benefit in the period in which resolution occurs. Our policy is to recognize interest and penalties related to income tax matters in income tax expense. At December 31, 2023 and 2022, accrued interest and penalties related to income tax positions were not material to our consolidated financial statements. We do not anticipate that unrecognized tax benefits will materially change within the next twelve months. 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 2020 through 2022 and state income tax returns for the tax years 2008 through 2022 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsIn addition to related party transactions disclosed in Note 14, in 2021, we incurred software and software maintenance fees of $0.9 million, from two software vendors controlled by our then-largest stockholder. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
401(k) Savings Plan | 401(k) Savings Plan We have a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Under the 401(k) plan, matching contributions are based upon the amount of the employees’ contributions subject to certain limitations. We contributed $4.0 million, $3.7 million, and $2.3 million to the 401(k) plan in 2023, 2022, and 2021, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2023 (in thousands) Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Beginning balance $ 1,358 $ — $ 1,358 Change during period (1,370) — (1,370) Ending balance $ (12) $ — $ (12) Available-for-sale debt securities: Year Ended December 31, 2023 (in thousands) Before Tax Tax Effect Net of Tax Beginning balance $ 184 $ (45) $ 139 Unrealized gains 140 (35) 105 Ending balance $ 324 $ (80) $ 244 Accumulated other comprehensive income: Beginning balance $ 1,542 $ (45) $ 1,497 Other comprehensive loss (1,230) (35) (1,265) Ending balance $ 312 $ (80) $ 232 Year Ended December 31, 2022 (in thousands) Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Beginning balance $ (2,078) $ — $ (2,078) Change during period 3,436 — 3,436 Ending balance $ 1,358 $ — $ 1,358 Available-for-sale debt securities: Beginning balance $ 331 $ (48) $ 283 Unrealized loss (147) 3 (144) Ending balance $ 184 $ (45) $ 139 Accumulated other comprehensive loss: Beginning balance $ (1,747) $ (48) $ (1,795) Other comprehensive income 3,289 3 3,292 Ending balance $ 1,542 $ (45) $ 1,497 Year Ended December 31, 2021 (in thousands) Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Beginning balance $ (3,014) $ — $ (3,014) Change during period 936 — 936 Ending balance $ (2,078) $ — $ (2,078) Available-for-sale debt securities: Beginning balance $ 281 $ (36) $ 245 Unrealized gains 50 (12) 38 Ending balance $ 331 $ (48) $ 283 Cash flow hedges: Beginning balance $ (14,708) $ 3,650 $ (11,058) Unrealized gain on interest rate swaps and cap 2,897 (1,449) 1,448 Reclassification of losses from interest rate cap to net loss 28 (8) 20 Reclassification of prior hedge effectiveness to net loss 3,076 (781) 2,295 Reclassification to net loss upon extinguishment of interest rate swaps $ 8,707 $ (1,412) 7,295 Ending balance $ — $ — $ — Accumulated other comprehensive loss: Year Ended December 31, 2021 (in thousands) Before Tax Tax Effect Net of Tax Beginning balance $ (17,441) $ 3,614 $ (13,827) Other comprehensive income 15,694 (3,662) 12,032 Ending balance $ (1,747) $ (48) $ (1,795) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. All intercompany balances and transactions have been eliminated in consolidation. On occasion, we enter into relationships or investments with other entities that may be a variable interest entity, or VIE. We analyze our interests, including agreements, loans, guarantees, and equity investments on a periodic basis to determine if such interests are variable interests. If variable interests are identified, then the related entity is assessed to determine if it is a VIE. If we determine that the entity is a VIE, we then assess if we must consolidate the VIE as the primary beneficiary. Our determination of whether we are the primary beneficiary is based upon qualitative and quantitative analyses, which assess the purpose and design of the VIE, the nature of the VIE’s risks and the risks that we absorb, the power to direct activities that most significantly impact the economic performance of the VIE, and the obligation to absorb losses or the right to receive benefits that could be significant to the VIE. Beginning in the fourth quarter of 2023, we include partner revenue in transaction and subscription revenue to conform with how we evaluate our performance. This change had no impact on total revenue. Prior period disaggregated revenue disclosures have been conformed to the current period presentation. |
Reclassifications | Certain other reclassifications have been made to prior periods amounts to conform to the current period presentation. |
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, however 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, valuation of assets and liabilities acquired in business combinations, valuation of assets in asset acquisitions, fair value of derivative instruments 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. |
Business Combinations | Business Combinations The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date. Any excess purchase consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. We perform valuations of assets acquired and liabilities assumed for an acquisition and allocate the purchase price to their respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management to use judgment and estimates, including the selection of valuation methodologies, estimates of cash flows, discount rates and selection of comparable companies. We generally engage the assistance of a third-party valuation firm in determining fair values of assets acquired and liabilities assumed and contingent consideration, if any, in a business combination. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the accompanying consolidated statements of operations. |
Asset Acquisitions | Asset Acquisitions |
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 Currency |
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 December 31, 2023 and 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 acquisition of United Agency Services Corp, or UA Services. The cash equivalent consists 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. |
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. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Repairs and maintenance are expensed as incurred whereas significant renewals and enhancements are capitalized. When assets are retired or otherwise disposed of, the cost and the related accumulated depreciation are removed from the respective |
Internal-use Software and Cloud Computing Arrangements | Internal-use Software and Cloud Computing Arrangements Software development costs include costs to develop software to be used to meet internal needs and applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. We amortize internal-use software costs on a straight-line basis over their estimated useful life of three years commencing when the internal-use software is substantially complete and ready for its intended purpose. Costs related to development of internal-use software are included in the accompanying consolidated balance sheets in property and equipment, net. Costs related to implementation of cloud computing arrangements that do not include a software license are included in the accompanying consolidated balance sheets in prepaid expenses and other current and non-current assets and are amortized over the contractual term of the underlying service arrangement. |
Intangible Assets and Other Long-Lived Assets | Intangible Assets and Other Long-Lived Assets Intangible assets are stated at cost, net of accumulated amortization. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, which approximates the pattern in which the economic benefits are consumed. We amortize our intangible assets over an estimated useful life of two We assess the impairment of long-lived assets, which consist primarily of property and equipment, right of use assets, acquired intangible assets, and capitalized internal-use software costs, whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. Impairment testing is performed at an asset level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, or an asset group. If an asset group is considered impaired, an impairment loss equal to the excess of the asset group’s carrying value over their fair value is recorded. Fair value is determined based on the present value of estimated expected future cash flows using a discount rate commensurate with the risk involved, quoted market prices, or appraised values, depending on the nature of the assets. |
Goodwill | Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized, however, it is subject to impairment testing at the reporting unit level annually during the fourth quarter of our fiscal year or more frequently if events or changes in circumstances indicate that goodwill may be impaired. In assessing impairment, we have the option to first assess qualitative factors to determine whether or not a reporting unit is impaired. Alternatively, we may perform a quantitative impairment assessment, or if the qualitative assessment indicates that it is more-likely-than-not that the reporting unit’s fair value is less than its carrying amount, a quantitative analysis is required. The quantitative analysis compares the estimated fair value of the reporting unit with its respective carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount including goodwill, goodwill is considered not to be impaired. If the fair value is less than the carrying amount including goodwill, then a goodwill impairment charge is recorded by the amount that the carrying value exceeds the fair value, up to the carrying amount of goodwill. |
Derivative Financial Instruments | Derivative Financial Instruments |
Available-for-sale Debt Securities | Available-for-sale Debt Securities At December 31, 2023 and 2022, we held long-term investments of certain privately held companies through the purchase of convertible promissory notes. These investments are classified as available-for-sale debt securities. For available-for-sale debt securities that have the estimated fair values below their amortized cost basis, we evaluate our intent to sell the security or whether we will more likely than not be required to sell the security before recovery of its amortized cost basis. If either of these criteria are met, the security’s amortized cost basis is written down to its fair value through earnings. If these criteria are not met, we evaluate whether the decline in fair value has resulted from credit loss or other factors. If the assessment indicates a credit loss exists, the credit-related portion of the loss is recorded as allowance for credit loss with a corresponding credit loss expense, included in the consolidated statement of operations. If the assessment indicates a credit loss does not exist, impairment is recognized in other comprehensive (loss) income, net of applicable taxes. |
Investments in Other Equity Securities | Investments in Other Equity Securities |
Held for Sale | Held for Sale We classify long-lived assets or asset groups we plan to sell as held for sale on our consolidated balance sheets only after certain criteria have been met including: management has the authority and commits to a plan to sell the asset, the asset is available for immediate sale in its present condition, an active program to locate a buyer and the plan to sell the asset have been initiated, the sale of the asset is probable within twelve months, the asset is being actively marketed at a reasonable sales price relative to its current fair value, and it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made. We record assets or asset groups held for sale at the lower of their carrying value or fair value less costs to sell. Once classified as held for sale, depreciation and amortization is not recorded for any long-lived assets. |
Leases | Leases On January 1, 2022, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, No. 842, Leases, and related amendments, using the modified retrospective method. Financial information related to periods prior to adoption is as originally reported under the FASB, ASC No. 840, 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, resulting from historical straight-line recognition of operating leases, which was reclassified upon adoption to reduce the measurement of the leased assets. The adoption of the standard did not have a material impact on our stockholders’ equity, results of operations, or cash flows. The new standard provides several optional practical expedients in transition. We elected the package of practical expedients permitted under the transition guidance, which eliminates the requirement to reassess whether a contract contains a lease and lease classification. We have also made accounting policy elections, including a short-term lease exception policy, permitting us to not apply the recognition requirements of this standard to short-term leases, which are leases with expected terms of twelve 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 determined whether an arrangement is a lease, or contains a lease, at inception if we are able to identify an asset and can conclude we have the right to control the identified asset for a period of time. Leases are included in operating lease ROU assets and operating lease liabilities in the accompanying consolidated balance sheets. Leases with an initial term of twelve months or less are not recorded in our accompanying consolidated balance sheet. ROU assets represent our right to control an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use the incremental borrowing rate based on the information available at commencement date in determining the discount rate used to present value lease payments. We used the incremental borrowing rate on January 1, 2022 for operating leases that commenced on or prior to that date. The incremental borrowing rate used is estimated based on what we would be required to pay for a collateralized loan over a similar term. Our leases typically do not include any residual value guarantees, bargain purchase options, or asset retirement obligations. Our lease terms are only for periods in which we have enforceable rights. A lease is no longer enforceable when both the lessee and the lessor each have the right to terminate the lease without permission from the other party with no more than an insignificant penalty. Our lease terms are impacted by options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancelable lease term when determining the lease assets and liabilities. Our agreements may contain variable lease payments. We include variable lease payments that depend on an index or a rate and exclude those which depend on facts or circumstances occurring after the commencement date, other than the passage of time. |
Debt Issuance Costs | Debt Issuance Costs |
Deferred Offering Costs | Deferred Offering Costs |
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. Tax preparation services are recognized at the point in time when the customer’s tax return is filed and accepted by the applicable government authority. We also earn fees from third-party providers from leads generated to such providers through our online legal platform. Subscription revenue —Subscription revenue is generated primarily from subscriptions to our registered agent, compliance packages, attorney advice, legal forms, tax and accounting, 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. 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. We determine revenue recognition through the following five steps: identification of a contract with a customer; identification of the performance obligations in the contract; determination of the transaction price; allocation of the transaction price to the performance obligations in the contract; and recognition of revenue when or as the performance obligations are satisfied. Our customers generally pay for transactions in advance by credit or debit card except for certain services provided under installment plans where we allow customers to pay for their order in three equal payments. The first installment due under the installment plans is charged to the customer’s debit or credit card on the date the order is placed, and the remaining installments are generally charged on a monthly basis thereafter. We recognize revenue for the amount we expect to be entitled to for providing the services to our customers. The total fees collected by us for our services include, as applicable, expedited services fees, government filing fees and shipping fees. Subscription services are generally paid monthly or annually in advance of the subscription period except for SaaS services in the U.K., which are invoiced monthly in arrears. Amounts collected in advance of revenue recognition are recorded in deferred revenue. Customers may pay for services, however, may not provide the necessary information to complete a transaction. We attempt to contact the customer to complete the abandoned order. We recognize revenue on abandoned services, or breakage, when it is likely to occur and the amount can be recognized without significant risk of reversal. We recognize breakage in proportion to the pattern of rights exercised by the customer. Judgment is required to determine the amount of breakage and when breakage is likely to occur, which we estimate based on historical data of breakage for similar services. Services we offer can generally either be purchased on a stand-alone basis or bundled together as part of a package of services. Accordingly, a significant number of our arrangements include multiple performance obligations, such as the preparation of legal documents combined with related document revision, registered agent services, and free trial periods of our legal plans. At contract inception, we assess the services promised in our contracts with customers and identify performance obligations for each promise to transfer to the customer a service or bundle of services that is distinct. The identification of distinct performance obligations within our packages may require significant judgment. The transaction price allocated to each separate performance obligation represents the amount of consideration to which we expect to be entitled in exchange for the services we provide. The transaction price is based on the contractual amounts in our contracts 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. We only include variable consideration in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. We estimate sales allowances using the expected value method. We recognize a liability or a reduction of accounts receivable, and a reduction to revenue based on the estimated amount of sales allowances. We record sales allowances as a reduction of accounts receivable where we expect not to collect the full amount of the outstanding accounts receivable and we record sales allowances as a liability for estimated refunds or credits where we have collected the amounts due from the customer. We have established a sufficient history of estimating sales allowances given the large number of homogeneous transactions. The majority of our allowances and reserves are known within a relatively short period of time following our balance sheet date. The estimated provision for sales allowances has varied from actual results within ranges consistent with management’s expectations. The transaction price excludes sales taxes. Contracts with our customers may include options to purchase additional future services, and in the case of subscription services, options to auto-renew the subscription service. Additional consideration attributable to either the option to purchase additional future services or the option to renew are excluded from the transaction price until such time that the option is exercised, unless these options provide a material right to the customer. For arrangements that contain multiple performance obligations, such as our bundled arrangements, we allocate the transaction price to each performance obligation based on estimates of the standalone selling price of each performance obligation within the bundle. For the services we sell on a standalone basis, we use the sales price of these services in the allocation of the transaction price in bundled arrangements. Where we do not sell the service on a standalone basis, we estimate the standalone selling price based on the adjusted market assessment approach or the expected cost plus a margin approach when market information is not observable. In these cases, the determination of the standalone selling price may require significant judgment. We recognize revenue when we satisfy the performance obligation by transferring the promised good or service to the customer. For our transaction-based services, we generally recognize revenue at a point-in-time when the services are delivered to the customer. For our subscription-based services we generally recognize revenue on a straight-line basis over the subscription term. Revenue earned from leads generated to third-party providers is recognized at a point-in-time 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. We have elected the practical expedient not to adjust the promised amount of consideration for the effects of a significant financing component if the period between revenue recognition and when the customer pays for the product or service will be one year or less. |
Principal Agent Considerations | Principal Agent Considerations In certain of our arrangements, another party may be involved in providing services to our customer. We evaluate whether we can recognize revenue gross as a principal or net as an agent. We record revenue on a gross basis when we are the principal in the arrangement. To determine whether we are a principal or an agent, we identify the specified good or service to be provided to the customer and assess whether we control the specified good or service before that good or service is transferred to the customer. We evaluate a number of indicators of whether we control the good or service before it is transferred to the customer, including whether we have primary fulfillment responsibility and obligation to perform the services being sold to the customer; we have latitude in establishing the sales price; and we have inventory risk. In arrangements in which we are the principal, we record as revenue the amounts we have billed to our customer, net of sales allowance, and we record the fee payable to the third-party as cost of revenue. We are the principal in most of our legal document preparation and registered agent services, including legal entity formations and similar arrangements and formation in the U.K. and since December 2021, tax advisory and preparation services through our fulfilled tax subscription, LZ Tax. For these services, revenue includes filing and similar fees. Our alternative business structures, or ABS, offer legal advisory services that are marketed through our websites. Our ABS provides independent legal advice to our customers and is directly responsible for, and control the fulfillment of, the legal services. Accordingly, for services provided by our ABS, we recognize revenue as the principal. In arrangements in which we are not the principal, we record revenue on a net basis, which is equal to the amount billed to our customer, net of sales allowances and the fee payable to the third-party or partner that is primarily responsible for performing the services for the customer. Except for our Arizona ABS, we are not a law firm in the U.S. and cannot provide legal advice through our U.S. entities. Therefore, the participating independent law firms in our legal plans control the service to the customer and have the primary service obligation to provide attorney consultations to our customers, for which we pay the law firms a monthly fee. For these arrangements, we recognize revenue on a net basis as an agent. For other services provided by third-parties, including deed transfer, accounting, tax, business data protection, revenue is recognized net of fees payable to third-parties. For revenue earned from leads generated to third-party providers, we receive a fee for the referral of our customer to a third-party provider or we retain a portion of the fee paid by the customer and share the remainder with a third-party. The third-party providers control the service to the customer and are responsible for fulfilling the referred service to the customer; accordingly, we recognize revenue for these arrangements on a net basis. Revenue includes shipping and handling fees charged to customers. |
Cost of Revenue | Cost of Revenue Cost of revenue includes all costs of providing and fulfilling our services. Cost of revenue primarily includes government filing fees, costs of fulfillment, customer care, including the cost of credentialed professionals for tax, and payroll services, and related benefits, including stock-based compensation, and costs of independent contractors for document preparation, telecommunications and data center costs, |
Sales and Marketing Expenses | Sales and Marketing Expenses |
Technology and Development Expenses | Technology and Development Expenses Technology and development expenses consist primarily of personnel costs and related benefits, including stock-based compensation, expenses for outside consultants, an allocation of depreciation and amortization and allocated overhead. These expenses include costs incurred in the development and implementation of our products, websites, mobile applications, online legal platform, research and development and related infrastructure. Technology and development expenses are expensed as incurred, except to the extent that such costs are associated with internal-use software costs that qualify for capitalization as previously described under Internal-use Software and Cloud Computing Arrangements . |
General and Administrative Expenses | General and Administrative Expenses Our general and administrative expenses relate primarily to compensation and related benefits, including stock-based compensation, for executive and corporate personnel, professional and consulting fees, an allocation of depreciation and amortization, allocated overhead and legal costs. |
Stock-based Compensation | Stock-based Compensation We estimate the fair value of employee stock-based payment awards on the grant-date and recognize the resulting fair value, net of estimated forfeitures, over the requisite service period. We use the Black-Scholes option pricing model for estimating the fair value of options granted under our stock option plans that vest based on service and performance conditions. The fair value of restricted stock units, or RSUs, that vest based on service and performance conditions is determined based on the value of the underlying common stock at the date of grant. For awards that contain market conditions, we estimate the fair value using a Monte Carlo simulation model. We record expense for awards that contain performance conditions only to the extent that we determine it is probable that the performance condition will be achieved. Expense for awards containing market conditions is not reversed even if the market condition is not achieved. We have elected to treat stock-based payment awards with graded vesting schedules and time-based service conditions as a single award and recognize stock-based compensation on a straight-line basis, net of estimated forfeitures, over the requisite service period. Awards with performance or market conditions are recognized using graded vesting. The Black-Scholes option pricing model and the Monte Carlo simulation model requires us to make certain assumptions including the fair value of the underlying common stock, the expected term, the expected volatility, the risk-free interest rate and the dividend yield. The fair value of the shares of common stock underlying stock options and RSUs is based upon our publicly listed share price on the date of grant. Prior to our IPO, the fair value of the shares of common stock was determined by the board of directors. Because there was no public market for our common stock, the board of directors determined the fair value of the common stock at the time of the grant of options and RSUs by considering a number of objective and subjective factors including valuation of comparable companies, sales of common stock to unrelated third-parties, operating and financial performance and general and industry-specific economic outlook, amongst other factors. The fair value was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants titled Valuation of Privately Held Company Equity Securities Issued as Compensation . The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. The expected term of options granted is estimated based upon actual historical exercise and post-vesting cancellations, adjusted for expected future exercise behavior. Because our common stock has limited publicly traded history, we estimate the expected volatility from the historical volatility of selected public companies with comparable characteristics to us, including similarity in size, lines of business, market capitalization and revenue and financial leverage. We determine the expected volatility assumption using the frequency of daily historical prices of comparable public company’s common stock for a period equal to the expected term of the options. We periodically assess the comparable companies and other relevant factors used to measure expected volatility for future stock option grants. The risk-free interest rate assumption is based upon observed interest rates on the U.S. government securities appropriate for the expected term of our stock options. The dividend yield assumption is based on our history and expectation of dividend payouts. Other than the special dividends declared in 2021 and 2020, which resulted in corresponding reductions in the exercise price of the stock options, we have not declared or paid any cash dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable future. Stock-based compensation expense is recognized based on awards that are ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on our historical experience and future expectations. The determination of stock-based compensation is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If we had made different assumptions, our stock-based compensation expense, and our net income (loss) for the years ended December 31, 2023, 2022, and 2021 may have been materially different. |
Loss Contingencies | Loss Contingencies On occasion we are involved in legal proceedings, claims, and regulatory, indirect tax examinations or government inquiries and investigations that may arise in the ordinary course of business. We record loss contingencies in our consolidated financial statements in the period when they are probable and reasonably estimable. If the amount is probable and we are able to reasonably estimate a range of loss, we accrue the amount that is the best estimate within that range, and if no amount is better than any other in the range, we record the amount at the low end in the range. We disclose those contingencies that we believe are at least reasonably possible but not probable regardless of whether they are reasonably estimable. The likelihood of a loss is determined using several factors including the nature of the matter, advice of our internal and external counsel, previous experience and historical and other relevant information available to us. The determination of the likelihood of loss or the range of loss requires significant management judgment. Legal fees and other costs associated with such actions are expensed as incurred. |
Income Taxes | Income Taxes We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements. Deferred income tax assets and liabilities are measured using enacted tax rates anticipated to be in effect when those tax assets and liabilities are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period that includes the enactment date. We make judgments in evaluating whether deferred tax assets will be recovered from future taxable income. A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risk associated with estimates of future taxable income in assessing the need for a valuation allowance. If our assumptions and consequently our estimates, change in the future, the valuation allowance may be increased or decreased, resulting in an increase or decrease, which may be material, to our provision for income taxes and the related impact on our net income (loss). We recognize tax benefits from an uncertain position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits. If this threshold is met, we measure the tax benefit as the largest amount of the benefit that is greater than fifty percent likely to be realized upon ultimate settlement. We recognize penalties and interest accrued with respect to uncertain |
Net Income (Loss) Per Share Attributable to Common Stockholders | Net Income (Loss) Per Share Attributable to Common Stockholders We apply the two-class method for calculating net income per share. Under the two-class method, in periods where we generate net income, net income is allocated between common stock and other participating securities based on their participation rights. Prior to our IPO, our participating securities consisted of redeemable convertible preferred stock, which participated in dividends, if declared. For periods in which we report a net loss, the participating securities are not contractually obligated to share in our losses, and accordingly, no loss is allocated to the participating securities. Basic net income (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding, net of unvested restricted stock, if any, during the period. We compute diluted net income (loss) per share under the two-class method where income is reallocated between common stock, potential common stock and participating securities. Potential common stock includes stock options, restricted stock units, restricted stock awards and employee stock purchase plans, or ESPPs and RSUs computed using the treasury stock method. |
Recent Accounting Pronouncements and Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | 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 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 are 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 Accounting Standards Update, or ASU, 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 consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting , or Topic 848, that provides optional relief to applying reference rate reform to contracts, hedging relationships, and other transactions that reference the LIBOR. Also, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) — Scope, to clarify that cash flow hedges are eligible for certain optional expedients and exceptions for the application of subsequent assessment methods to assume perfect effectiveness as previously presented in ASU No. 2020-04. We adopted the provisions of Topic 848 upon issuance of this accounting standard and the adoption did not have a material impact to our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earnings per share computation. We adopted ASU 2020-06 on January 1, 2022 and the adoption of this accounting standard did not have a material impact on our consolidated financial statements. In June 2022, the FASB issued ASU 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 consolidated financial statements. In September 2022, the FASB issued ASU 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 consolidated financial statements. In March 2023, the FASB issued ASU 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 consolidated financial statements. In March 2023, the FASB issued ASU 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 consolidated financial statements. In July 2023, the FASB issued ASU 2023-03 to amend various paragraphs in the ASC 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 consolidated financial statements. Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the changes to the segment reporting guidance on a retrospective basis, and early adoption is permitted. We are currently evaluating the impact of the adoption on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to disclose more detailed information in the reconciliation of their statutory tax rate to their effective tax rate. This accounting standard is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025. ASU 2023-09 will be applied prospectively with an option for retroactive application to each period in the financial statements, and early adoption is permitted. We are currently evaluating the impact of the adoption on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: Useful Life Purchased and internally developed internal-use software 3 Building and building improvements 5–30 Land improvements 7 Furniture and office equipment 5 Computer hardware 3 Land Indefinite Leasehold improvements Shorter of lease term Property and equipment, net, consisted of the following (in thousands): As of December 31, 2023 2022 Internal-use software $ 91,424 $ 67,371 Purchased software 1,360 2,228 Furniture and office equipment 1,797 2,518 Computer hardware 7,588 14,074 Leasehold improvements 1,476 1,985 Software development in-progress — 105 Total cost of property and equipment 103,645 88,281 Less: accumulated depreciation and amortization (55,413) (57,458) Property and equipment, net $ 48,232 $ 30,823 |
Schedule of Revenue Recognition | Our transaction and subscription revenue is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Transaction $ 247,780 $ 260,781 $ 281,644 Subscription 412,947 359,198 293,436 Total revenue $ 660,727 $ 619,979 $ 575,080 |
Other Financial Statement Inf_2
Other Financial Statement Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Financial Information [Abstract] | |
Schedule of Changes in the Allowance | Changes in the allowances consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Beginning balance $ 4,730 $ 4,060 $ 5,256 Add: amounts recognized as a reduction of revenue 8,220 8,193 6,610 Add (less): allowance for credit losses recognized in general and administrative expense 1,144 446 (279) Less: write-offs, net of recoveries (9,188) (7,969) (7,527) Ending balance $ 4,906 $ 4,730 $ 4,060 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2023 2022 Prepaid expenses $ 10,423 $ 10,624 Deferred cost of revenue 1,678 1,915 Capitalized cloud computing development costs 1,085 1,407 Income tax receivable 35 760 Other current assets 1,938 1,993 Total prepaid expenses and other current assets $ 15,159 $ 16,699 |
Schedule of Prepaid Expenses and Other Current Assets | Accrued expenses and other current liabilities consisted of the following (in thousands): As December 31, 2023 2022 Accrued payroll and related expenses $ 33,635 $ 27,822 Accrued vendor payables 11,223 15,531 Accrued advertising — 1,071 Sales allowances 3,412 4,426 Accrued sales, use and business taxes 9,795 3,838 Other 3,613 4,685 Total accrued expenses and other current liabilities $ 61,678 $ 57,373 |
Schedule of Changes in Sales Allowance | Changes in sales allowances relating to charge-backs, sales credits and refunds consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Beginning balance $ 4,426 $ 4,862 $ 4,856 Add: increase in sales allowances 6,635 7,217 7,998 Less: utilization of reserves (7,649) (7,653) (7,992) Ending balance $ 3,412 $ 4,426 $ 4,862 |
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): Year Ended December 31, 2023 2022 2021 Cost of revenue $ 12,772 $ 8,581 $ 6,430 Sales and marketing 5,286 7,014 6,017 Technology and development 4,184 2,834 2,361 General and administrative 3,141 3,316 1,878 Total depreciation and amortization expense $ 25,383 $ 21,745 $ 16,686 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disclosure of Long-Lived Assets Held-for-sale | At December 31, 2023, the total carrying value of the assets held for sale remains at $22.7 million as follows: December 31, 2023 Land $ 6,400 Building and building improvements 16,322 Total assets held for sale $ 22,722 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | Amount Estimated useful life (in thousands) Goodwill $ 48,617 — Customer relationships 10,603 6 years Developed technology 5,418 5 years Trade names 179 26 months Property and equipment 267 3-5 years Deferred tax liability (3,087) — Other liabilities (787) — Total purchase consideration $ 61,210 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: Useful Life Purchased and internally developed internal-use software 3 Building and building improvements 5–30 Land improvements 7 Furniture and office equipment 5 Computer hardware 3 Land Indefinite Leasehold improvements Shorter of lease term Property and equipment, net, consisted of the following (in thousands): As of December 31, 2023 2022 Internal-use software $ 91,424 $ 67,371 Purchased software 1,360 2,228 Furniture and office equipment 1,797 2,518 Computer hardware 7,588 14,074 Leasehold improvements 1,476 1,985 Software development in-progress — 105 Total cost of property and equipment 103,645 88,281 Less: accumulated depreciation and amortization (55,413) (57,458) Property and equipment, net $ 48,232 $ 30,823 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lessee, Balance Sheet Classification | Leases consist of the following (in thousands): As of December 31, Assets Classification 2023 2022 Operating Operating lease right-of-use assets $ 8,518 $ 11,148 Finance Property and equipment, net 27 62 Total leases $ 8,545 $ 11,210 Liabilities Current Operating Operating lease liabilities $ 2,052 $ 2,317 Finance Accrued expenses and other current liabilities 26 36 Non Current Operating Operating lease liabilities, non-current 6,966 8,958 Finance Other liabilities 2 28 Total lease liabilities $ 9,046 $ 11,339 |
Schedule of Future Minimum Payments for Operating Leases | At December 31, 2023, the maturities of our remaining operating lease and finance lease liabilities were as follows (in thousands, except years and percentages): Operating leases Finance leases Total leases liabilities 2024 $ 2,392 $ 27 $ 2,419 2025 1,828 2 1,830 2026 1,744 — 1,744 2027 1,677 — 1,677 2028 1,312 — 1,312 Thereafter 1,151 — 1,151 Total minimum lease payments 10,104 29 10,133 Less: Effects of discounting 1,086 1 1,087 Present value of lease liabilities $ 9,018 $ 28 $ 9,046 Less: current portion $ 2,052 $ 26 $ 2,078 Long-term lease liabilities $ 6,966 $ 2 $ 6,968 Weighted-average remaining lease term as of December 31, 2023 (in years) 5.0 1.1 Weighted-average incremental borrowing rate as of December 31, 2023 4.51 % 5.50 % Weighted-average remaining lease term as of December 31, 2022 (in years) 5.6 1.9 Operating leases Finance leases Total leases liabilities Weighted-average incremental borrowing rate as of December 31, 2022 4.39 % 5.50 % |
Schedule of Lease, Cost | The component of our lease costs included in our consolidated statements of operations were as follows (in thousands): Year Ended December 31, 2023 2022 Lease cost Operating lease cost $ 3,127 $ 2,384 Other variable cost 276 250 Finance lease cost 38 17 Net lease cost $ 3,441 $ 2,651 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in goodwill for 2023 and 2022 were as follows (in thousands): Amount Balance as of December 31, 2021 $ 59,910 Acquisition 3,409 Foreign currency translation (90) Balance as of December 31, 2022 63,229 Foreign currency translation 89 Balance as of December 31, 2023 $ 63,318 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net, consisted of the following (in thousands): As of December 31, 2023 Remaining Weighted average useful life (in years) Gross Accumulated Net Carrying Customer relationships 3.8 $ 12,088 $ 5,314 $ 6,774 Developed technology 2.2 14,281 7,412 6,869 Trade names 1.0 358 339 19 Assembled workforce 1.8 $ 125 $ 52 73 Total intangible assets $ 26,852 $ 13,117 $ 13,735 As of December 31, 2022 Remaining Weighted average useful life (in years) Gross Accumulated Net Carrying Customer relationships 4.8 $ 17,841 $ 9,300 $ 8,541 Developed technology 3.2 16,813 6,689 10,124 Trade names 1.3 503 383 120 Assembled workforce 2.8 125 10 115 Total intangible assets $ 35,282 $ 16,382 $ 18,900 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | At December 31, 2023, estimated future intangible assets amortization expense was as follows (in thousands): For Years Ending December 31, 2024 $ 5,082 2025 4,510 2026 2,670 2027 1,473 Total future amortization expense $ 13,735 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Foreign Exchange Contracts, Statement of Financial Position | The impact from losses from our interest rate cap, interest rate swaps, and hybrid debt in our consolidated statements of operations were as follows (in thousands): Year Ended December 31, 2021 Settlement of interest rate swaps $ 1,052 Amortization of prior hedge effectiveness 3,095 Fair value adjustment of interest rate swap 364 Amortization of interest rate cap premium 28 Interest expense on hybrid debt 368 Discontinuance of interest rate swaps and prior hedge effectiveness 9,240 Total, recorded in interest expense, net $ 14,147 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated statements of operations and balance sheets (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenue $ 4,318 $ 2,931 $ 1,733 Sales and marketing 6,096 10,144 15,746 Technology and development 18,899 16,574 38,796 General and administrative 36,702 50,820 56,557 Total stock-based compensation expense 66,015 80,469 112,832 Amount capitalized to internal-use software 4,056 2,526 674 Total stock-based compensation $ 70,071 $ 82,995 $ 113,506 |
Schedule of Stock Options Activity | Stock option activity for the year ended December 31, 2023 is as follows (in thousands, except weighted-average exercise price and remaining contract life): Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 17,155 $ 11.13 7.1 $ 3,698 Granted 4,181 8.54 Exercised (743) 8.20 Cancelled (19) 9.77 Forfeited (88) 9.44 Outstanding at December 31, 2023 20,486 $ 10.69 6.9 $ 34,571 Vested and expected to vest at December 31, 2023 20,486 $ 10.69 6.9 $ 34,571 Exercisable at December 31, 2023 14,021 $ 10.53 6.1 $ 22,332 |
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: Year Ended December 31, 2023 2022 2021 Expected life (years) 5.9 5.6 5.4 Risk-free interest rate 3.4%-3.8% 2.6 % 1.0 % Expected volatility 50.4%-50.7% 48 % 46 % Expected dividend yield — — — |
Schedule of Restricted Stock Unit Activity | A summary of RSUs and performance stock units, or PSUs, activity for the year ended December 31, 2023 is as follows (in thousands, except weighted-average grant-date fair value): Number of Units Weighted- Unvested at December 31, 2022 8,879 $ 14.76 Granted 9,974 8.87 Cancelled/forfeited (1,405) 10.72 Vested (3,441) 15.33 Unvested at December 31, 2023 14,007 $ 10.83 |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table shows the computation of basic and diluted net (loss) income per share attributable to common stockholders (in thousands, except per share amounts): Year Ended December 31, 2023 2022 2021 Numerator: Net income (loss) $ 13,953 $ (48,733) $ (108,664) Net income (loss) attributable to common stockholders—basic and diluted $ 13,953 $ (48,733) $ (108,664) Denominator: Weighted-average common stock used in computing net (loss) income per share attributable to common stockholders—basic 190,466 195,829 161,424 Effect of potentially dilutive securities: Options to purchase common stock 1,380 — — RSUs 2,558 — — Employee stock purchase plan 11 — — Weighted-average common stock used in computing net (loss) income per share attributable to common stockholders—diluted 194,415 195,829 161,424 Net (loss) income per share attributable to common stockholders—basic $ 0.07 $ (0.25) $ (0.67) Net (loss) income per share attributable to common stockholders—diluted $ 0.07 $ (0.25) $ (0.67) |
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): As of December 31, 2023 2022 2021 Options to purchase common stock 10,714 17,155 15,274 RSUs 7,426 8,879 3,627 Employee stock purchase plan 43 140 96 Total 18,183 26,174 18,997 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 Level 1 Level 2 Level 3 Available-for-sale debt securities $ — $ — $ 1,159 Money market funds 208,970 — — Total assets $ 208,970 $ — $ 1,159 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 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The following are the domestic and foreign components of our income (loss) before income taxes (in thousands): Year Ended December 31, 2023 2022 2021 Domestic $ 34,518 $ (49,383) $ (119,195) Foreign (3,024) 1,710 (420) Total income (loss) before income taxes $ 31,494 $ (47,673) $ (119,615) |
Schedule of Components of Income Tax Expense (Benefit) | The details for the provision for (benefit from) for income taxes by jurisdiction are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Current Federal $ 8,984 $ 647 $ (194) State 3,621 1,143 760 Foreign 224 63 78 Total current provision 12,829 1,853 644 Deferred Federal 5,481 1,142 (9,605) State (769) (1,935) (1,990) Total deferred provision 4,712 (793) (11,595) Total provision for (benefit from) income tax $ 17,541 $ 1,060 $ (10,951) |
Schedule of Effective Income Tax Rate Reconciliation | The provision for (benefit from) income taxes for December 31, 2023, 2022, and 2021, differed from the amounts computed by applying the U.S. Federal income tax rate of 21% to income (loss) before income taxes as a result of the following (in thousands): Year Ended December 31, 2023 2022 2021 Provision for (benefit from) income taxes at statutory rate $ 6,614 $ (10,012) $ (25,120) State income taxes, net of federal benefit 1,796 (1,424) (2,309) Rate differential on foreign earnings (130) (104) (68) Research and development credits (4,894) (1,346) (887) Change in valuation allowance 814 304 809 Stock-based compensation 4,538 2,021 (3,065) Nondeductible stock-based compensation 6,053 10,012 18,267 Unrecognized tax benefits 2,498 975 703 Non-deductible expenses 350 630 287 Other (98) 4 432 Total provision for (benefit from) income taxes $ 17,541 $ 1,060 $ (10,951) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of our deferred tax assets and liabilities consisted of the following as of December 31, 2023 and 2022, (in thousands): As of December 31, 2023 2022 Deferred tax assets Deferred revenue $ 220 $ 316 Accrued expenses 8,557 7,995 Stock-based compensation 6,554 9,293 Impairment on investment 1,445 1,445 As of December 31, 2023 2022 Net operating loss carryforwards 14,492 15,117 Tax credit carryforwards 9,462 12,839 Lease liabilities 2,359 2,934 Interest expense carryforwards 1,560 6,004 Capital loss carryforwards 455 453 Capitalized research expenses 21,355 6,674 Total deferred tax assets 66,459 63,070 Valuation allowance (16,320) (14,644) Net deferred tax assets 50,139 48,426 Deferred tax liabilities Depreciation and amortization (15,231) (12,780) Right of use asset (2,228) (2,900) State taxes (3,665) (3,366) Net deferred tax liabilities (21,124) (19,046) Net deferred tax assets and liabilities $ 29,015 $ 29,380 |
Schedule of Valuation Allowance | The following table summarizes the valuation allowance: Year Ended December 31, 2023 2022 2021 Beginning balance $ 14,644 $ 14,170 $ 12,950 Net increase in current year 799 91 1,312 Net increase (decrease) in valuation prior period 877 383 (14) Net decrease in valuation allowance from acquisitions — — (78) Ending balance $ 16,320 $ 14,644 $ 14,170 |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the changes in unrecognized tax benefits for the years ended December 31, 2023, 2022, and 2021 (in thousands): Gross Balance at December 31, 2020 $ 7,231 Additions for tax positions related to the current year 887 Reductions for tax positions related to prior years (245) Balance at December 31, 2021 $ 7,873 Additions for tax positions related to the current year 999 Additions for tax positions related to prior years 48 Balance at December 31, 2022 $ 8,920 Additions for tax positions related to the current year 2,181 Additions for tax positions related to prior years 418 Balance at December 31, 2023 $ 11,519 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive (Loss) Income | Changes in accumulated other comprehensive (loss) income consisted of the following: Year Ended December 31, 2023 (in thousands) Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Beginning balance $ 1,358 $ — $ 1,358 Change during period (1,370) — (1,370) Ending balance $ (12) $ — $ (12) Available-for-sale debt securities: Year Ended December 31, 2023 (in thousands) Before Tax Tax Effect Net of Tax Beginning balance $ 184 $ (45) $ 139 Unrealized gains 140 (35) 105 Ending balance $ 324 $ (80) $ 244 Accumulated other comprehensive income: Beginning balance $ 1,542 $ (45) $ 1,497 Other comprehensive loss (1,230) (35) (1,265) Ending balance $ 312 $ (80) $ 232 Year Ended December 31, 2022 (in thousands) Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Beginning balance $ (2,078) $ — $ (2,078) Change during period 3,436 — 3,436 Ending balance $ 1,358 $ — $ 1,358 Available-for-sale debt securities: Beginning balance $ 331 $ (48) $ 283 Unrealized loss (147) 3 (144) Ending balance $ 184 $ (45) $ 139 Accumulated other comprehensive loss: Beginning balance $ (1,747) $ (48) $ (1,795) Other comprehensive income 3,289 3 3,292 Ending balance $ 1,542 $ (45) $ 1,497 Year Ended December 31, 2021 (in thousands) Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Beginning balance $ (3,014) $ — $ (3,014) Change during period 936 — 936 Ending balance $ (2,078) $ — $ (2,078) Available-for-sale debt securities: Beginning balance $ 281 $ (36) $ 245 Unrealized gains 50 (12) 38 Ending balance $ 331 $ (48) $ 283 Cash flow hedges: Beginning balance $ (14,708) $ 3,650 $ (11,058) Unrealized gain on interest rate swaps and cap 2,897 (1,449) 1,448 Reclassification of losses from interest rate cap to net loss 28 (8) 20 Reclassification of prior hedge effectiveness to net loss 3,076 (781) 2,295 Reclassification to net loss upon extinguishment of interest rate swaps $ 8,707 $ (1,412) 7,295 Ending balance $ — $ — $ — Accumulated other comprehensive loss: Year Ended December 31, 2021 (in thousands) Before Tax Tax Effect Net of Tax Beginning balance $ (17,441) $ 3,614 $ (13,827) Other comprehensive income 15,694 (3,662) 12,032 Ending balance $ (1,747) $ (48) $ (1,795) |
Description of the Business (De
Description of the Business (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 02, 2021 USD ($) $ / shares shares | Jul. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) class $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) shares | |
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Net proceeds | $ 666,900 | ||||
Proceeds from private placement, net of underwriting discounts and commissions | 5,600 | $ 0 | $ 0 | $ 5,636 | |
Repayment of term loan | $ 0 | $ 0 | 524,300 | ||
Redeemable convertible preferred stock with a carrying value | $ 70,906 | ||||
Number of classes of authorized and outstanding common stock | class | 1 | ||||
2018 Term Loan | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Repayment of term loan | $ 521,600 | $ 521,600 | |||
Series A Redeemable Convertible Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | shares | 23,081,080 | (23,081,000) | |||
Redeemable convertible preferred stock with a carrying value | $ 70,900 | $ (70,906) | |||
Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | shares | 46,162,160 | 46,162,000 | |||
Redeemable convertible preferred stock with a carrying value | $ 46 | ||||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued (in shares) | shares | 19,121,000 | ||||
Common stock par value (in dollars per share) | $ / shares | $ 0.001 | ||||
Price per share (in dollars per share) | $ / shares | $ 28 | ||||
Net proceeds | $ 505,900 | ||||
Underwriters Option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued (in shares) | shares | 2,868,150 | ||||
Net proceeds | $ 75,900 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued (in shares) | shares | 3,214,285 | ||||
Net proceeds | $ 85,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 01, 2022 USD ($) | |
Accounting Policies [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Foreign currency transaction gains (losses) | $ 1,387 | $ (3,558) | $ (943) | |
Cash equivalents | 209,000 | 130,200 | ||
Operating lease assets | 8,518 | 11,148 | $ 5,700 | |
Present value of lease liabilities | 9,018 | $ 5,900 | ||
Loss on debt extinguishment | 0 | 0 | 7,748 | |
Stock issuance costs | 5,636 | |||
Advertising expense | 145,300 | 174,600 | 195,400 | |
Cost of revenue | ||||
Accounting Policies [Line Items] | ||||
Filing fees | 88,100 | 74,100 | $ 79,800 | |
Prepaid Expenses and Other Current Assets | ||||
Accounting Policies [Line Items] | ||||
Deferred cost of revenue | $ 1,700 | $ 1,900 | ||
Minimum | ||||
Accounting Policies [Line Items] | ||||
Remaining Weighted average useful life (in years) | 2 years | |||
Maximum | ||||
Accounting Policies [Line Items] | ||||
Remaining Weighted average useful life (in years) | 6 years | |||
Purchased and internally developed internal-use software | ||||
Accounting Policies [Line Items] | ||||
Estimated useful life | 3 years | |||
Outside United States | Revenue Benchmark | Geographic Concentration Risk | ||||
Accounting Policies [Line Items] | ||||
Concentration risk percentage | 1% | 1% | 1% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment Useful Life (Details) | Dec. 31, 2023 |
Purchased and internally developed internal-use software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Building and building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Building and building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Land improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Furniture and office equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Computer hardware | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 660,727 | $ 619,979 | $ 575,080 |
Transaction | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 247,780 | 260,781 | 281,644 |
Subscription | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 412,947 | $ 359,198 | $ 293,436 |
Other Financial Statement Inf_3
Other Financial Statement Information - Schedule of Changes in the Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 4,730 | $ 4,060 | $ 5,256 |
Less: write-offs, net of recoveries | (9,188) | (7,969) | (7,527) |
Ending balance | 4,906 | 4,730 | 4,060 |
Revenue | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Add (less): amounts recognized | 8,220 | 8,193 | 6,610 |
Selling, General and Administrative Expenses | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Add (less): amounts recognized | $ 1,144 | $ 446 | $ (279) |
Other Financial Statement Inf_4
Other Financial Statement Information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Financial Information [Abstract] | ||
Prepaid expenses | $ 10,423 | $ 10,624 |
Deferred cost of revenue | 1,678 | 1,915 |
Capitalized cloud computing development costs | 1,085 | 1,407 |
Income tax receivable | 35 | 760 |
Other current assets | 1,938 | 1,993 |
Total prepaid expenses and other current assets | $ 15,159 | $ 16,699 |
Other Financial Statement Inf_5
Other Financial Statement Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Financial Information [Abstract] | ||||
Accrued payroll and related expenses | $ 33,635 | $ 27,822 | ||
Accrued vendor payables | 11,223 | 15,531 | ||
Accrued advertising | 0 | 1,071 | ||
Sales allowances | 3,412 | 4,426 | $ 4,862 | $ 4,856 |
Accrued sales, use and business taxes | 9,795 | 3,838 | ||
Other | 3,613 | 4,685 | ||
Total accrued expenses and other current liabilities | $ 61,678 | $ 57,373 |
Other Financial Statement Inf_6
Other Financial Statement Information - Schedule of Changes in Sales Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accrued Sales Allowances [Roll Forward] | |||
Beginning balance | $ 4,426 | $ 4,862 | $ 4,856 |
Add: increase in sales allowances | 6,635 | 7,217 | 7,998 |
Less: utilization of reserves | (7,649) | (7,653) | (7,992) |
Ending balance | $ 3,412 | $ 4,426 | $ 4,862 |
Other Financial Statement Inf_7
Other Financial Statement Information - Schedule of Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Details Of Depreciation And Amortization [Line Items] | |||
Total depreciation and amortization expense | $ 25,383 | $ 21,745 | $ 16,686 |
Cost of revenue | |||
Disclosure Details Of Depreciation And Amortization [Line Items] | |||
Total depreciation and amortization expense | 12,772 | 8,581 | 6,430 |
Sales and marketing | |||
Disclosure Details Of Depreciation And Amortization [Line Items] | |||
Total depreciation and amortization expense | 5,286 | 7,014 | 6,017 |
Technology and development | |||
Disclosure Details Of Depreciation And Amortization [Line Items] | |||
Total depreciation and amortization expense | 4,184 | 2,834 | 2,361 |
General and administrative | |||
Disclosure Details Of Depreciation And Amortization [Line Items] | |||
Total depreciation and amortization expense | $ 3,141 | $ 3,316 | $ 1,878 |
Other Financial Statement Inf_8
Other Financial Statement Information - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Financial Information [Abstract] | |||
Deferred revenue | $ 168.4 | $ 165.1 | |
Deferred revenue recognized | $ 163.4 | $ 146.6 | $ 127.6 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | $ 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] | ||
Total assets held for sale | 22,722 | |
Disposal Group, Held-for-sale, Not Discontinued Operations | Austin, Texas Operational Headquarters | Land | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | 6,400 | |
Disposal Group, Held-for-sale, Not Discontinued Operations | Austin, Texas Operational Headquarters | Building and building improvements | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | $ 16,322 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2022 | Aug. 31, 2022 | Nov. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Change in fair value of contingent consideration | $ (836,000) | $ (150,000) | $ 0 | |||
Goodwill | 63,318,000 | 63,229,000 | $ 59,910,000 | |||
UA Services | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 3,500,000 | |||||
Cash paid on acquisition date | 2,600,000 | |||||
Cash payable in twelve months | 1,000,000 | |||||
Change in fair value of contingent consideration | $ (800,000) | |||||
Goodwill | 3,300,000 | |||||
Intangible assets acquired | 0 | |||||
Acquisition related costs | $ 400,000 | |||||
Earth Class Mail | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 61,200,000 | |||||
Goodwill | 48,617,000 | |||||
Acquisition related costs | $ 1,400,000 | |||||
Adjustment for buyer costs | $ 300,000 | |||||
Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 2 years 2 months 12 days | 3 years 2 months 12 days | ||||
Developed technology | Earth Class Mail | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 5 years | |||||
Estimated fair value of intangible assets | $ 5,418,000 | |||||
Acquired Workforce | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 1 year 9 months 18 days | 2 years 9 months 18 days | ||||
Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 3 years 9 months 18 days | 4 years 9 months 18 days | ||||
Customer relationships | Earth Class Mail | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 6 years | |||||
Estimated fair value of intangible assets | $ 10,603,000 | |||||
Trade names | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 1 year | 1 year 3 months 18 days | ||||
Trade names | Earth Class Mail | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 26 months | |||||
Estimated fair value of intangible assets | $ 179,000 | |||||
Revv | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 6,600,000 | |||||
Separately recognized costs | 2,600,000 | |||||
Payment for foregoing compensation arrangement | $ 1,300,000 | |||||
Revv | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Assets acquired | $ 6,500,000 | |||||
Useful life | 3 years | |||||
Revv | Acquired Workforce | ||||||
Business Acquisition [Line Items] | ||||||
Assets acquired | $ 100,000 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 63,318 | $ 63,229 | $ 59,910 | |
Minimum | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life of intangible assets | 2 years | |||
Maximum | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life of intangible assets | 6 years | |||
Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life of intangible assets | 3 years 9 months 18 days | 4 years 9 months 18 days | ||
Developed technology | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life of intangible assets | 2 years 2 months 12 days | 3 years 2 months 12 days | ||
Trade names | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life of intangible assets | 1 year | 1 year 3 months 18 days | ||
Earth Class Mail | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 48,617 | |||
Property and equipment | 267 | |||
Deferred tax liability | (3,087) | |||
Other liabilities | (787) | |||
Total purchase consideration | $ 61,210 | |||
Earth Class Mail | Minimum | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life of property and equipment | 3 years | |||
Earth Class Mail | Maximum | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life of property and equipment | 5 years | |||
Earth Class Mail | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Estimated fair value of intangible assets | $ 10,603 | |||
Estimated useful life of intangible assets | 6 years | |||
Earth Class Mail | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Estimated fair value of intangible assets | $ 5,418 | |||
Estimated useful life of intangible assets | 5 years | |||
Earth Class Mail | Trade names | ||||
Business Acquisition [Line Items] | ||||
Estimated fair value of intangible assets | $ 179 | |||
Estimated useful life of intangible assets | 26 months |
Investments (Details)
Investments (Details) $ in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 USD ($) | Dec. 31, 2023 USD ($) yr | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 | Dec. 31, 2023 AUD ($) yr | Dec. 31, 2022 AUD ($) | Oct. 31, 2021 USD ($) | Oct. 31, 2021 AUD ($) | Oct. 31, 2019 USD ($) | Oct. 31, 2019 AUD ($) | |
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Change in fair value of other equity securities | $ 0 | $ 0 | $ 1,812 | ||||||||
Impairment of other equity security | 0 | 3,000 | $ 0 | ||||||||
Mylo | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Equity interest | 4% | ||||||||||
Mylo | Nonvoting Common Stock Class C | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Value of shares purchased | $ 3,000 | ||||||||||
LawPath | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Other equity securities | $ 700 | $ 1 | |||||||||
Legal Vision | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Convertible promissory note, term | 10 years | ||||||||||
Fair value of available for sale debt security | $ 1,200 | 1,000 | $ 1.7 | $ 1.5 | |||||||
Legal Vision | Expected term | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Measurement Input | yr | 5.3 | 5.3 | |||||||||
Legal Vision | Risk-free rate | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Measurement Input | 0.037 | 0.037 | |||||||||
Legal Vision | Volatility | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Measurement Input | 0.60 | 0.60 | |||||||||
LawPath | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Other equity securities | $ 1,100 | $ 1.5 | |||||||||
Carrying amount of investment | $ 4,400 | $ 4,400 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | $ 103,645 | $ 88,281 |
Less: accumulated depreciation and amortization | (55,413) | (57,458) |
Property and equipment, net | 48,232 | 30,823 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 91,424 | 67,371 |
Purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 1,360 | 2,228 |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 1,797 | 2,518 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 7,588 | 14,074 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 1,476 | 1,985 |
Software development in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | $ 0 | $ 105 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 20,200,000 | $ 18,200,000 | $ 15,700,000 |
Capitalized development costs | 35,000,000 | 21,400,000 | 9,900,000 |
Impaired capitalized development costs | 0 | 0 | 900,000 |
Internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated amortization | 47,600,000 | 41,000,000 | |
Amortization expense | $ 17,600,000 | $ 14,600,000 | $ 11,600,000 |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 8,518 | $ 11,148 | $ 5,700 |
Finance lease assets | 27 | 62 | |
Total leases | 8,545 | 11,210 | |
Current operating lease liability | 2,052 | 2,317 | |
Current finance lease liability | $ 26 | $ 36 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | |
Noncurrent operating lease liability | $ 6,966 | $ 8,958 | |
Noncurrent finance lease liability | $ 2 | $ 28 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities | |
Present value of lease liabilities | $ 9,046 | $ 11,339 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments, 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Operating leases | |||
2024 | $ 2,392 | ||
2025 | 1,828 | ||
2026 | 1,744 | ||
2027 | 1,677 | ||
2028 | 1,312 | ||
Thereafter | 1,151 | ||
Total minimum lease payments | 10,104 | ||
Less: Effects of discounting | 1,086 | ||
Total lease liabilities | 9,018 | $ 5,900 | |
Less: current portion | 2,052 | $ 2,317 | |
Long-term lease liabilities | $ 6,966 | $ 8,958 | |
Weighted-average remaining lease term | 5 years | 5 years 7 months 6 days | |
Weighted-average incremental borrowing rate | 4.51% | 4.39% | |
Finance leases | |||
2024 | $ 27 | ||
2025 | 2 | ||
2026 | 0 | ||
2027 | 0 | ||
2028 | 0 | ||
Thereafter | 0 | ||
Total minimum lease payments | 29 | ||
Less: Effects of discounting | 1 | ||
Present value of lease liabilities | 28 | ||
Less: current portion | 26 | $ 36 | |
Long-term lease liabilities | $ 2 | $ 28 | |
Weighted-average remaining lease term | 1 year 1 month 6 days | 1 year 10 months 24 days | |
Weighted-average incremental borrowing rate | 5.50% | 5.50% | |
Total leases liabilities | |||
2024 | $ 2,419 | ||
2025 | 1,830 | ||
2026 | 1,744 | ||
2027 | 1,677 | ||
2028 | 1,312 | ||
Thereafter | 1,151 | ||
Total minimum lease payments | 10,133 | ||
Less: Effects of discounting | 1,087 | ||
Present value of lease liabilities | 9,046 | $ 11,339 | |
Less: current portion | 2,078 | ||
Long-term lease liabilities | $ 6,968 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 3,127 | $ 2,384 |
Other variable cost | 276 | 250 |
Finance lease cost | 38 | 17 |
Net lease cost | $ 3,441 | $ 2,651 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 63,229 | $ 59,910 |
Acquisition | 3,409 | |
Foreign currency translation | 89 | (90) |
Ending balance | $ 63,318 | $ 63,229 |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 26,852 | $ 35,282 | |
Accumulated Amortization | 13,117 | 16,382 | |
Net Carrying Amount | 13,735 | 18,900 | |
Amortization expense | $ 5,200 | $ 3,500 | $ 1,000 |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining Weighted average useful life (in years) | 3 years 9 months 18 days | 4 years 9 months 18 days | |
Gross Carrying Amount | $ 12,088 | $ 17,841 | |
Accumulated Amortization | 5,314 | 9,300 | |
Net Carrying Amount | $ 6,774 | $ 8,541 | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining Weighted average useful life (in years) | 2 years 2 months 12 days | 3 years 2 months 12 days | |
Gross Carrying Amount | $ 14,281 | $ 16,813 | |
Accumulated Amortization | 7,412 | 6,689 | |
Net Carrying Amount | $ 6,869 | $ 10,124 | |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining Weighted average useful life (in years) | 1 year | 1 year 3 months 18 days | |
Gross Carrying Amount | $ 358 | $ 503 | |
Accumulated Amortization | 339 | 383 | |
Net Carrying Amount | $ 19 | $ 120 | |
Assembled workforce | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining Weighted average useful life (in years) | 1 year 9 months 18 days | 2 years 9 months 18 days | |
Gross Carrying Amount | $ 125 | $ 125 | |
Accumulated Amortization | 52 | 10 | |
Net Carrying Amount | $ 73 | $ 115 |
Intangible Assets, net - Sche_2
Intangible Assets, net - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 5,082 | |
2025 | 4,510 | |
2026 | 2,670 | |
2027 | 1,473 | |
Net Carrying Amount | $ 13,735 | $ 18,900 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 02, 2021 | Jul. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2018 | |
Debt Instrument [Line Items] | ||||||
Repayment of term loan | $ 0 | $ 0 | $ 524,300,000 | |||
Loss on debt extinguishment | 0 | 0 | $ 7,748,000 | |||
Maturity period | 5 years | |||||
Letters of credit outstanding | 0 | 0 | ||||
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 | |||||
2018 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face value | $ 535,000,000 | |||||
Repayment of term loan | $ 521,600,000 | $ 521,600,000 | ||||
Loss on debt extinguishment | $ (7,700,000) | |||||
2018 Revolving Facility | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face value | $ 40,000,000 | |||||
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% | |||||
2021 Revolving Facility | Revolving Credit 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 | |||||
2021 Revolving Facility | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread | 0.10% |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2019 USD ($) | Dec. 31, 2021 USD ($) | Apr. 30, 2019 USD ($) derivativeInstrument | |
Derivative [Line Items] | |||||
Extinguishment of interest rate swaps and hybrid debt | $ 13,600 | ||||
Interest expense on derivatives | $ 9,200 | $ 9,240 | |||
Personal loan | $ 50,000 | ||||
Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Number of interest rate derivatives held | derivativeInstrument | 2 | ||||
Fixed rate | 2.30% | ||||
Derivative liabilities notional amount | $ 66,000 | ||||
Interest Rate Swap | Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Derivative liabilities notional amount | $ 394,200 | ||||
Financial Guarantee | |||||
Derivative [Line Items] | |||||
Derivative term | 3 years | ||||
Derivative liability | $ 25,000 | ||||
Financial Guarantee | Other Nonoperating Income (Expense) | |||||
Derivative [Line Items] | |||||
Gain (loss) from the cancellation of derivatives | $ 100 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Foreign Exchange Contracts, Statement of Financial Position (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Settlement of interest rate swaps | $ 1,052 | |
Amortization of prior hedge effectiveness | 3,095 | |
Fair value adjustment of interest rate swap | 364 | |
Amortization of interest rate cap premium | 28 | |
Interest expense on hybrid debt | 368 | |
Discontinuance of interest rate swaps and prior hedge effectiveness | $ 9,200 | 9,240 |
Total, recorded in interest expense, net | $ 14,147 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Non-cancellable Agreements With Vendors - Advertising Media and Other Commitments $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Other Commitments [Line Items] | |
Contractual obligation | $ 46.5 |
Contractual obligation pay period | 4 years |
Contractual obligation remainder to be paid | $ 32.8 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||
Nov. 30, 2023 | Sep. 30, 2023 | Feb. 22, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2023 | Mar. 01, 2022 | |
Equity, Class of Treasury Stock [Line Items] | |||||||
Shares repurchased (in shares) | 4,718,755 | 5,867,835 | 9,256,268 | ||||
Shares repurchased, value | $ 45.1 | $ 54.9 | $ 95.1 | ||||
Average price per share (in dollars per share) | $ 9.55 | $ 9.35 | $ 10.28 | ||||
Excise tax liability | $ 0.2 | ||||||
2022 Stock Repurchase Program | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Stock repurchase program, amount authorized for repurchase | $ 150 | ||||||
2023 Stock Repurchase Program | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Stock repurchase program, amount authorized for repurchase | $ 100 | ||||||
Subsequent Event | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Shares repurchased (in shares) | 897,385 | ||||||
Shares repurchased, value | $ 9.2 | ||||||
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 | ||||||
Common Stock | Underwritten Public Offering | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Shares issued (in shares) | 15,099,993 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information for Stock-based Compensation Plans (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 66,015 | $ 80,469 | $ 112,832 | |
2021 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized (in shares) | 18,946,871 | |||
2021 Employee Stock Purchase Plan | Employee stock purchase plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized (in shares) | 3,552,538 | |||
Fair market value of the stock at the beginning of the offering period | 85% | |||
Purchase period | 6 months | |||
Fixed contribution rate | 15% | |||
Total stock-based compensation expense | $ 700 | $ 700 | $ 400 | |
2016 Stock Option Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
Expiration period | 10 years | |||
Termination period | 30 days |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Based Compensation Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 66,015 | $ 80,469 | $ 112,832 |
Amount capitalized to internal-use software | 4,056 | 2,526 | 674 |
Total stock-based compensation | 70,071 | 82,995 | 113,506 |
Cost of revenue | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 4,318 | 2,931 | 1,733 |
Sales and marketing | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 6,096 | 10,144 | 15,746 |
Technology and development | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 18,899 | 16,574 | 38,796 |
General and administrative | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 36,702 | $ 50,820 | $ 56,557 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Stock Options Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Options | ||
Beginning Balance (in shares) | 17,155 | |
Options granted (in shares) | 4,181 | |
Exercised (in shares) | (743) | |
Cancelled (in shares) | (19) | |
Forfeited (in shares) | (88) | |
Ending Balance (in shares) | 20,486 | 17,155 |
Vested and expected to vest at end of period (in shares) | 20,486 | |
Exercisable at end of period (in shares) | 14,021 | |
Weighted- Average Exercise Price | ||
Beginning Balance (in dollars per share) | $ 11.13 | |
Granted (in dollars per share) | 8.54 | |
Exercised (in dollars per share) | 8.20 | |
Cancelled (in dollars per share) | 9.77 | |
Forfeited (in dollars per share) | 9.44 | |
Ending Balance (in dollars per share) | 10.69 | $ 11.13 |
Vested and expected to vest at end of period (in dollars per share) | 10.69 | |
Exercisable at end of period (in dollars per share) | $ 10.53 | |
Weighted- Average Remaining Contractual Life (in Years) | 6 years 10 months 24 days | 7 years 1 month 6 days |
Vested and expected to vest at end of period, term | 6 years 10 months 24 days | |
Exercisable at end of period, term | 6 years 1 month 6 days | |
Aggregate Intrinsic Value | $ 34,571 | $ 3,698 |
Vested and expected to vest at end of period | 34,571 | |
Exercisable at ending period | $ 22,332 |
Stock-Based Compensation - Ad_2
Stock-Based Compensation - Additional Information for Stock Options (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total intrinsic value of options exercised | $ 2,200,000 | $ 3,900,000 | $ 13,500,000 | |
Total stock-based compensation expense | $ 66,015,000 | $ 80,469,000 | $ 112,832,000 | |
Weighted-average grant-date fair value (in dollars per share) | $ 4.40 | $ 6.61 | $ 11.78 | |
Realized tax benefit | $ 0 | $ 2,600,000 | $ 12,300,000 | |
Granted (in shares) | 4,181,000 | |||
Options to purchase common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 22,000,000 | 40,100,000 | 73,600,000 | |
Stock-based compensation expense total unrecognized | $ 25,500,000 | |||
Stock-based compensation weighted-average year | 2 years 7 months 6 days | |||
Options to purchase common stock | Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 2,000,000 | $ 4,500,000 | $ 3,200,000 | |
Stock-based compensation weighted-average year | 1 year 7 months 6 days | |||
Granted (in shares) | 970,970 | |||
Stock-based compensation expense total unrecognized | $ 1,100,000 |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of Fair Value Assumptions and Techniques for Stock Options (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Expected life (years) | 5 years 10 months 24 days | 5 years 7 months 6 days | 5 years 4 months 24 days |
Risk-free interest rate | 2.60% | 1% | |
Risk free interest rate, minimum | 3.40% | ||
Risk free interest rate, maximum | 3.80% | ||
Expected volatility | 48% | 46% | |
Expected volatility, minimum | 50.40% | ||
Expected volatility, maximum | 50.70% | ||
Expected dividend yield | 0% | 0% | 0% |
Stock-based Compensation - Sc_4
Stock-based Compensation - Schedule of Restricted Stock Unit Activity (Details) - RSUs shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Units | |
Unvested at beginning of period (in shares) | shares | 8,879 |
Granted (in shares) | shares | 9,974 |
Cancelled/forfeited (in shares) | shares | (1,405) |
Vested (in shares) | shares | (3,441) |
Unvested at ending of period (in shares) | shares | 14,007 |
Weighted- Average Grant- Date Fair Value | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 14.76 |
Granted (in dollars per share) | $ / shares | 8.87 |
Cancelled/forfeited (in dollars per share) | $ / shares | 10.72 |
Vested (in dollars per share) | $ / shares | 15.33 |
Unvested at ending of period (in dollars per share) | $ / shares | $ 10.83 |
Stock-Based Compensation - Ad_3
Stock-Based Compensation - Additional Information for Restricted and Performance Stock Units (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 66,015,000 | $ 80,469,000 | $ 112,832,000 | |||
Share-Based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage that was modified | 25% | |||||
Share-Based Payment Arrangement, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage that was modified | 50% | |||||
Share-Based Payment Arrangement, Tranche Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage that was modified | 25% | |||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of vested options | 36,600,000 | 18,500,000 | 18,100,000 | |||
Total stock-based compensation expense | 47,300,000 | 41,400,000 | 38,600,000 | |||
Remaining stock-based compensation expense | $ 112,100,000 | |||||
Stock-based compensation weighted-average year | 2 years 8 months 12 days | |||||
Realized tax benefit | $ 0 | 0 | $ 3,500,000 | |||
Units granted (in shares) | 9,974,000 | |||||
Units vested upon effectiveness of IPO (in shares) | 550,091 | |||||
Vesting period | 4 years | |||||
RSUs | Employees | Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units granted (in shares) | 30,434 | |||||
Percentage of assets sold or transferred for equity instruments other than options to vest | 50% | |||||
RSUs | Service Based Restricted Stock | Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 1,900,000 | 4,300,000 | $ 3,100,000 | |||
Remaining stock-based compensation expense | $ 1,100,000 | |||||
Stock-based compensation weighted-average year | 1 year 7 months 6 days | |||||
Units granted (in shares) | 388,389 | |||||
Units granted, fair value | $ 10,900,000 | |||||
RSUs | Liquidity Event Restricted Stock Units | Employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units granted (in shares) | 1,338,028 | |||||
Retainage period | 6 years 6 months | |||||
RSUs | Minimum | Employees | Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 0% | |||||
Par value (in dollars per share) | $ 19.64 | |||||
RSUs | Maximum | Employees | Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 100% | |||||
Par value (in dollars per share) | $ 29.46 | |||||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 800,000 | $ 100,000 | ||||
Remaining stock-based compensation expense | $ 900,000 | |||||
Stock-based compensation weighted-average year | 1 year 4 months 24 days | |||||
Units granted (in shares) | 1,300,000 | 211,864 | ||||
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% | |||||
Units granted, fair value | $ 2,000,000 | |||||
Performance Shares | 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% | |||||
Performance Shares | 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% | |||||
Performance Shares | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage that was modified | 0% | |||||
Performance Shares | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage that was modified | 150% |
Stock-Based Compensation - Ad_4
Stock-Based Compensation - Additional Information for Modification of Stock-Based Compensation Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 21, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 66,015 | $ 80,469 | $ 112,832 | |||
Options to purchase common stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Total stock-based compensation expense | $ 22,000 | 40,100 | $ 73,600 | |||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Total stock-based compensation expense | $ 47,300 | 41,400 | $ 38,600 | |||
2000 and 2019 Performance Options, Performance RSUs and LERSUs | Median | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Par value (in dollars per share) | $ 25.50 | |||||
One Executive Officer | Options to purchase common stock | 2019 Performance Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares that were modified for vesting conditions (in shares) | 3,627,936 | |||||
New fair value | $ 11,400 | |||||
One Executive Officer | Options to purchase common stock | Service Based Vesting | 2019 Performance Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 6,600 | $ 6,700 | 900 | 5,000 | ||
Modified unrecognized compensation expense | 0 | |||||
Executive Officer | Options to purchase common stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 2,000 | 4,500 | 3,200 | |||
Terminated Employees | Options to purchase common stock | Modified Vesting Conditions | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 1,400 | |||||
Shares that were modified for vesting conditions, outstanding (in shares) | 63,235 | 63,235 | ||||
Performance Shares | Executive Officers And Employees | Options to purchase common stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares that were modified for vesting conditions (in shares) | 4,477,218 | |||||
Performance Shares | Executive Officers And Employees | Options to purchase common stock | Service Based Vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
New fair value | $ 76,600 | |||||
Modified unrecognized compensation expense | $ 900 | |||||
Modified unrecognized compensation expense period | 8 months 12 days | |||||
Performance Shares | Executive Officers And Employees | Options to purchase common stock | Service Based Vesting | Modified Vesting Conditions | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | 23,300 | $ 24,100 | $ 5,900 | 19,900 | ||
Performance Shares | Employees | Options to purchase common stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage that was modified | 25% | |||||
Performance Shares | Employees | RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares that were modified for vesting conditions, outstanding (in shares) | 111,902 | |||||
Vesting percentage that was modified, RSUs | 25% | |||||
Performance Shares | Employees | RSUs | Service Vesting Condition | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
New fair value | $ 2,900 | |||||
Modified unrecognized compensation expense, RSUs | $ 100 | |||||
Modified unrecognized compensation expense period, RSUs | 9 months 18 days | |||||
Performance Shares | Employees | RSUs | Modified Vesting Conditions | Service Vesting Condition | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | 200 | 1,200 | $ 300 | 600 | ||
Liquidity Event Restricted Stock Units | Executive Officer | RSUs | LERSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Modified unrecognized compensation expense | $ 1,200 | |||||
Modified unrecognized compensation expense period | 10 months 24 days | |||||
Modified vesting conditions of shares outstanding (in shares) | 1,725,942 | |||||
New fair value of units due to remeasurement | $ 43,300 | |||||
Accelerated compensation expense recognized | $ 7,400 | $ 15,800 | $ 5,000 | $ 13,000 | ||
Time Based Options | Executive Officer | Options to purchase common stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares that were modified for vesting conditions, outstanding (in shares) | 1,706,888 |
Net Income (Loss) Per Share A_3
Net Income (Loss) Per Share Attributable to Common Stockholders - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net income (loss) | $ 13,953 | $ (48,733) | $ (108,664) |
Net (loss) income attributable to common stockholders—basic | 13,953 | (48,733) | (108,664) |
Net (loss) income attributable to common stockholders—diluted | $ 13,953 | $ (48,733) | $ (108,664) |
Denominator: | |||
Weighted-average common stock used in computing net (loss) income per share attributable to common stockholders—basic (in shares) | 190,466 | 195,829 | 161,424 |
Weighted-average common stock used in computing net (loss) income per share attributable to common stockholders—diluted (in shares) | 194,415 | 195,829 | 161,424 |
Net (loss) income per attributable to common stockholders - basic (in dollars per share) | $ 0.07 | $ (0.25) | $ (0.67) |
Net (loss) income per attributable to common stockholders - diluted (in dollars per share) | $ 0.07 | $ (0.25) | $ (0.67) |
Options to purchase common stock | |||
Denominator: | |||
Effect of potential dilutive securities (in shares) | 1,380 | 0 | 0 |
RSUs | |||
Denominator: | |||
Effect of potential dilutive securities (in shares) | 2,558 | 0 | 0 |
Employee stock purchase plan | |||
Denominator: | |||
Effect of potential dilutive securities (in shares) | 11 | 0 | 0 |
Net Income (Loss) Per Share A_4
Net Income (Loss) Per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 18,183 | 26,174 | 18,997 |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 10,714 | 17,155 | 15,274 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 7,426 | 8,879 | 3,627 |
Employee stock purchase plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 43 | 140 | 96 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 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 | 208,970 | 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 | 208,970 | 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 | 1,159 | 995 |
Total assets | 1,159 | 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 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of contingent consideration | $ (836) | $ (150) | $ 0 |
UA Services | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of contingent consideration | $ (800) |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
UNITED STATES | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | $ 3.7 | $ 1.9 |
UNITED KINGDOM | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | $ 1 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 34,518 | $ (49,383) | $ (119,195) |
Foreign | (3,024) | 1,710 | (420) |
Income (loss) before income taxes | $ 31,494 | $ (47,673) | $ (119,615) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | |||
Federal | $ 8,984 | $ 647 | $ (194) |
State | 3,621 | 1,143 | 760 |
Foreign | 224 | 63 | 78 |
Total current provision | 12,829 | 1,853 | 644 |
Deferred | |||
Federal | 5,481 | 1,142 | (9,605) |
State | (769) | (1,935) | (1,990) |
Total deferred provision | 4,712 | (793) | (11,595) |
Provision for (benefit from) income taxes | $ 17,541 | $ 1,060 | $ (10,951) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Provision for (benefit from) income taxes at statutory rate | $ 6,614 | $ (10,012) | $ (25,120) |
State income taxes, net of federal benefit | 1,796 | (1,424) | (2,309) |
Rate differential on foreign earnings | (130) | (104) | (68) |
Research and development credits | (4,894) | (1,346) | (887) |
Change in valuation allowance | 814 | 304 | 809 |
Stock-based compensation | 4,538 | 2,021 | (3,065) |
Nondeductible stock-based compensation | 6,053 | 10,012 | 18,267 |
Unrecognized tax benefits | 2,498 | 975 | 703 |
Non-deductible expenses | 350 | 630 | 287 |
Other | (98) | 4 | 432 |
Provision for (benefit from) income taxes | $ 17,541 | $ 1,060 | $ (10,951) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||||
Deferred revenue | $ 220 | $ 316 | ||
Accrued expenses | 8,557 | 7,995 | ||
Stock-based compensation | 6,554 | 9,293 | ||
Impairment on investment | 1,445 | 1,445 | ||
Net operating loss carryforwards | 14,492 | 15,117 | ||
Tax credit carryforwards | 9,462 | 12,839 | ||
Lease liabilities | 2,359 | 2,934 | ||
Interest expense carryforwards | 1,560 | 6,004 | ||
Capital loss carryforwards | 455 | 453 | ||
Capitalized research expenses | 21,355 | 6,674 | ||
Total deferred tax assets | 66,459 | 63,070 | ||
Valuation allowance | (16,320) | (14,644) | $ (14,170) | $ (12,950) |
Net deferred tax assets | 50,139 | 48,426 | ||
Deferred tax liabilities | ||||
Depreciation and amortization | (15,231) | (12,780) | ||
Right of use asset | (2,228) | (2,900) | ||
State taxes | (3,665) | (3,366) | ||
Net deferred tax liabilities | (21,124) | (19,046) | ||
Net deferred tax assets and liabilities | $ 29,015 | $ 29,380 |
Income Taxes - Schedule of Valu
Income Taxes - Schedule of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure, Valuation Allowance [Roll Forward] | |||
Beginning balance | $ 14,644 | $ 14,170 | $ 12,950 |
Net increase in current year | 799 | 91 | 1,312 |
Net increase (decrease) in valuation prior period | 877 | 383 | (14) |
Net decrease in valuation allowance from acquisitions | 0 | 0 | (78) |
Ending balance | $ 16,320 | $ 14,644 | $ 14,170 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Investments, Owned, Federal Income Tax Note [Line Items] | ||
Unrecognized tax benefits that would impact effective tax rate | $ 11.5 | |
Domestic Tax Authority | ||
Investments, Owned, Federal Income Tax Note [Line Items] | ||
Net operating loss carryforwards | 17.2 | $ 16.8 |
Tax credit carryforwards | 7.1 | |
State and Local Jurisdiction | ||
Investments, Owned, Federal Income Tax Note [Line Items] | ||
Net operating loss carryforwards | 38.2 | 59.9 |
Tax credit carryforwards | 12.6 | 10.8 |
Foreign Tax Authority | ||
Investments, Owned, Federal Income Tax Note [Line Items] | ||
Net operating loss carryforwards | $ 30.3 | $ 33.6 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 8,920 | $ 7,873 | $ 7,231 |
Additions for tax positions related to the current year | 2,181 | 999 | 887 |
Reductions for tax positions related to prior years | (245) | ||
Additions for tax positions related to prior years | 418 | 48 | |
Ending balance | $ 11,519 | $ 8,920 | $ 7,873 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) vendor | |
Related Party Transaction [Line Items] | |
Number of software vendors | vendor | 2 |
Software and Software Maintenance | |
Related Party Transaction [Line Items] | |
Related party costs | $ | $ 0.9 |
401(k) Savings Plan (Details)
401(k) Savings Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Plan cost | $ 4 | $ 3.7 | $ 2.3 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 142,375 | $ 197,551 | $ (550,632) |
Ending balance | 168,834 | 142,375 | 197,551 |
Accumulated other comprehensive loss: | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance, Before Tax Amount | 1,542 | (1,747) | (17,441) |
Change during period, Before Tax Amount | (1,230) | 3,289 | 15,694 |
Ending balance, Before Tax Amount | 312 | 1,542 | (1,747) |
Beginning balance, Tax Effect | (45) | (48) | 3,614 |
Change during period, Tax Effect | (35) | 3 | (3,662) |
Ending balance, Tax Effect | (80) | (45) | (48) |
Beginning balance | 1,497 | (1,795) | (13,827) |
Change during period, Net of Tax Amount | (1,265) | 3,292 | 12,032 |
Ending balance | 232 | 1,497 | (1,795) |
Foreign currency translation adjustments: | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance, Before Tax Amount | 1,358 | (2,078) | (3,014) |
Change during period, Before Tax Amount | (1,370) | 3,436 | 936 |
Ending balance, Before Tax Amount | (12) | 1,358 | (2,078) |
Beginning balance, Tax Effect | 0 | 0 | 0 |
Change during period, Tax Effect | 0 | 0 | 0 |
Ending balance, Tax Effect | 0 | 0 | 0 |
Beginning balance | 1,358 | (2,078) | (3,014) |
Change during period, Net of Tax Amount | (1,370) | 3,436 | 936 |
Ending balance | (12) | 1,358 | (2,078) |
Available-for-sale debt securities: | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance, Before Tax Amount | 184 | 331 | 281 |
Change during period, Before Tax Amount | 140 | (147) | 50 |
Ending balance, Before Tax Amount | 324 | 184 | 331 |
Beginning balance, Tax Effect | (45) | (48) | (36) |
Change during period, Tax Effect | (35) | 3 | (12) |
Ending balance, Tax Effect | (80) | (45) | (48) |
Beginning balance | 139 | 283 | 245 |
Change during period, Net of Tax Amount | 105 | (144) | 38 |
Ending balance | $ 244 | 139 | 283 |
Cash flow hedges: | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance, Before Tax Amount | 0 | (14,708) | |
Change during period, Before Tax Amount | 2,897 | ||
Ending balance, Before Tax Amount | 0 | ||
Beginning balance, Tax Effect | 0 | 3,650 | |
Change during period, Tax Effect | (1,449) | ||
Ending balance, Tax Effect | 0 | ||
Beginning balance | $ 0 | (11,058) | |
Change during period, Net of Tax Amount | 1,448 | ||
Ending balance | 0 | ||
Cash flow hedges: | Interest rate cap | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Reclassification to net loss, Before Tax | 28 | ||
Reclassification to net loss, Tax Effect | (8) | ||
Reclassification to net loss, Net of Tax | 20 | ||
Cash flow hedges: | Prior Hedge Effectiveness | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Reclassification to net loss, Before Tax | 3,076 | ||
Reclassification to net loss, Tax Effect | (781) | ||
Reclassification to net loss, Net of Tax | 2,295 | ||
Cash flow hedges: | Interest Rate Swap | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Reclassification to net loss, Before Tax | 8,707 | ||
Reclassification to net loss, Tax Effect | (1,412) | ||
Reclassification to net loss, Net of Tax | $ 7,295 |