Cover
Cover | 9 Months Ended |
Sep. 30, 2021shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Sep. 30, 2021 |
Document Transition Report | false |
Entity File Number | 001-40393 |
Entity Registrant Name | SQUARESPACE, INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 20-0375811 |
Entity Address, Address Line One | 225 Varick Street |
Entity Address, Address Line Two | 12th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10014 |
City Area Code | 646 |
Local Phone Number | 580-3456 |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share |
Trading Symbol | SQSP |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Small Business | false |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Amendment Flag | false |
Entity Central Index Key | 0001496963 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q3 |
Class A Common Stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 90,489,438 |
Class B Common Stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 48,344,755 |
Class C Common Stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 200,180 | $ 57,891 |
Restricted cash | 30,197 | 0 |
Investment in marketable securities | 31,900 | 37,462 |
Accounts receivable, net | 8,071 | 7,516 |
Due from vendors | 2,475 | 0 |
Prepaid expenses and other current assets | 57,161 | 37,384 |
Total current assets | 329,984 | 140,253 |
Property and equipment, net | 48,781 | 49,249 |
Deferred income taxes | 827 | 7,773 |
Goodwill | 420,800 | 83,171 |
Intangible assets, net | 97,786 | 18,868 |
Other assets | 7,626 | 7,452 |
Total assets | 905,804 | 306,766 |
Current liabilities: | ||
Accounts payable | 18,741 | 16,758 |
Accrued liabilities | 62,996 | 46,779 |
Deferred revenue | 241,289 | 210,392 |
Funds payable to customers | 32,672 | 0 |
Debt, current portion | 13,586 | 13,586 |
Deferred rent and lease incentives, current portion | 1,985 | 1,197 |
Total current liabilities | 371,269 | 288,712 |
Debt, non-current portion | 516,224 | 525,752 |
Deferred rent and lease incentives, non-current portion | 32,557 | 24,856 |
Deferred income taxes | 1,095 | 0 |
Other liabilities | 549 | 262 |
Total liabilities | 921,694 | 839,582 |
Commitments and contingencies (see Note 12) | ||
Redeemable convertible preferred stock, par value of $0.0001; zero and 118,117,738 shares authorized as of September 30, 2021 and December 31, 2020, respectively; zero and 104,446,332 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 0 | 131,390 |
Preferred stock, par value of $0.0001; 100,000,000 and zero shares authorized as of September 30, 2021 and December 31, 2020, respectively; zero shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 0 | 0 |
Stockholders’ deficit: | ||
Additional paid in capital | 891,667 | 9,043 |
Accumulated other comprehensive income | 974 | 2,455 |
Accumulated deficit | (908,545) | (675,706) |
Total stockholders’ deficit | (15,890) | (664,206) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 905,804 | 306,766 |
Class A common stock, par value of $0.0001; 1,000,000,000 and 159,000,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 90,489,438 and 8,903,770 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | ||
Stockholders’ deficit: | ||
Common stock | 9 | 1 |
Class B common stock, par value of $0.0001; 100,000,000 and 93,782,222 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 48,344,755 and 14,368,532 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | ||
Stockholders’ deficit: | ||
Common stock | 5 | 1 |
Class C common stock (authorized March 15, 2021), par value of $0.0001; zero shares authorized as of September 30, 2021 and December 31, 2020, respectively; zero shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | ||
Stockholders’ deficit: | ||
Common stock | 0 | 0 |
Class C common stock (authorized May 10, 2021), par value of $0.0001; 1,000,000,000 and zero shares authorized as of September 30, 2021 and December 31, 2020, respectively; zero shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | ||
Stockholders’ deficit: | ||
Common stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, authorized (in shares) | 0 | 118,117,738 |
Redeemable convertible preferred stock, issued (in shares) | 0 | 104,446,332 |
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 104,446,332 |
Preferred stock, par value (In USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized (in shares) | 100,000,000 | 0 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Class A common stock, par value of $0.0001; 1,000,000,000 and 159,000,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 90,489,438 and 8,903,770 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,000,000,000 | 159,000,000 |
Common stock, issued (in shares) | 90,489,438 | 8,903,770 |
Common stock, outstanding (in shares) | 90,489,438 | 8,903,770 |
Class B common stock, par value of $0.0001; 100,000,000 and 93,782,222 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 48,344,755 and 14,368,532 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 100,000,000 | 93,782,222 |
Common stock, issued (in shares) | 48,344,755 | 14,368,532 |
Common stock, outstanding (in shares) | 48,344,755 | 14,368,532 |
Class C common stock (authorized March 15, 2021), par value of $0.0001; zero shares authorized as of September 30, 2021 and December 31, 2020, respectively; zero shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 0 | 0 |
Common stock, issued (in shares) | 0 | 0 |
Common stock, outstanding (in shares) | 0 | 0 |
Class C common stock (authorized May 10, 2021), par value of $0.0001; 1,000,000,000 and zero shares authorized as of September 30, 2021 and December 31, 2020, respectively; zero shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,000,000,000 | 0 |
Common stock, issued (in shares) | 0 | 0 |
Common stock, outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 200,962 | $ 162,335 | $ 576,618 | $ 448,849 |
Cost of revenue | 32,868 | 24,550 | 92,777 | 72,166 |
Gross profit | 168,094 | 137,785 | 483,841 | 376,683 |
Operating expenses: | ||||
Research and product development | 48,769 | 38,379 | 139,692 | 110,497 |
Marketing and sales | 80,249 | 59,656 | 249,005 | 186,490 |
General and administrative | 32,091 | 11,961 | 336,337 | 37,570 |
Total operating expenses | 161,109 | 109,996 | 725,034 | 334,557 |
Operating income/(loss) | 6,985 | 27,789 | (241,193) | 42,126 |
Interest expense | (2,491) | (2,460) | (8,578) | (8,046) |
Other income/(loss), net | 2,101 | (3,488) | 4,493 | (3,602) |
Income/(loss) before (provision for)/benefit from income taxes | 6,595 | 21,841 | (245,278) | 30,478 |
(Provision for)/benefit from income taxes | (3,756) | (3,917) | 12,439 | (4,147) |
Net income/(loss) | 2,839 | 17,924 | (232,839) | 26,331 |
Less: accretion of redeemable convertible preferred stock to redemption value | 0 | (1,225) | (969) | (3,602) |
Less: undistributed earnings to participating securities | 0 | (13,736) | 0 | (18,742) |
Net income/(loss) attributable to Class A, Class B, and Class C common stockholders, basic | 2,839 | 2,963 | (233,808) | 3,987 |
Add: reallocation of net income attributable to participating securities | 0 | 878 | 0 | 1,098 |
Net income/(loss) attributable to Class A, Class B, and Class C common stockholders, dilutive | $ 2,839 | $ 3,841 | $ (233,808) | $ 5,085 |
Net income/(loss) per share attributable to Class A, Class B and Class C common stockholders, basic (in dollars per share) | $ 0.04 | $ 0.13 | $ (2.90) | $ 0.18 |
Net income/(loss) per share attributable to Class A, Class B and Class C common stockholders, diluted (in dollars per share) | $ 0.04 | $ 0.12 | $ (2.90) | $ 0.17 |
Weighted-average shares used in computing net income/(loss) per share attributable to Class A, Class B and Class C common stockholders, basic (in shares) | 75,580,940 | 22,535,791 | 80,746,637 | 22,221,531 |
Weighted-average shares used in computing net income/(loss) per share attributable to Class A, Class B and Class C common stockholders, diluted (in shares) | 80,207,078 | 31,201,743 | 80,746,637 | 30,103,154 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income/(loss) | $ 2,839 | $ 17,924 | $ (232,839) | $ 26,331 |
Other comprehensive (loss)/income: | ||||
Foreign currency translation adjustment | (861) | 1,145 | (1,355) | 1,462 |
Unrealized (loss)/gain on marketable securities, net of income taxes | (35) | (108) | (126) | 117 |
Total other comprehensive (loss)/income | (896) | 1,037 | (1,481) | 1,579 |
Total comprehensive income/(loss) | $ 1,943 | $ 18,961 | $ (234,320) | $ 27,910 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Common StockClass C Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income/(Loss) | Accumulated Deficit |
Temporary equity, beginning balance (in shares) at Dec. 31, 2019 | 104,446,332 | ||||||||
Temporary equity, beginning balance at Dec. 31, 2019 | $ 126,546 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Accretion of redeemable convertible preferred stock | $ 1,181 | ||||||||
Temporary equity, ending balance (in shares) at Mar. 31, 2020 | 104,446,332 | ||||||||
Temporary equity, ending balance at Mar. 31, 2020 | $ 127,727 | ||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 8,185,625 | 13,470,755 | 0 | ||||||
Beginning balance at Dec. 31, 2019 | (377,092) | $ 1 | $ 1 | $ 0 | $ 1,196 | $ (108) | $ (378,182) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation | 7,938 | 7,938 | |||||||
Stock option exercises (in shares) | 241,803 | ||||||||
Stock option exercises | 387 | 387 | |||||||
Vested RSUs converted to common shares (in shares) | 414,011 | ||||||||
Repurchase of Class A common stock and retirement (in shares) | (221,408) | ||||||||
Repurchase of Class A common stock and retirement | (5,544) | (5,544) | |||||||
Accretion of redeemable convertible preferred stock | (1,181) | (1,181) | |||||||
Net income/(loss) | (10,132) | (10,132) | |||||||
Total other comprehensive (loss)/income | (534) | (534) | |||||||
Ending balance (in shares) at Mar. 31, 2020 | 8,378,228 | 13,712,558 | 0 | ||||||
Ending balance at Mar. 31, 2020 | $ (386,158) | $ 1 | $ 1 | $ 0 | 2,796 | (642) | (388,314) | ||
Temporary equity, beginning balance (in shares) at Dec. 31, 2019 | 104,446,332 | ||||||||
Temporary equity, beginning balance at Dec. 31, 2019 | $ 126,546 | ||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2020 | 104,446,332 | ||||||||
Temporary equity, ending balance at Sep. 30, 2020 | $ 130,148 | ||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 8,185,625 | 13,470,755 | 0 | ||||||
Beginning balance at Dec. 31, 2019 | (377,092) | $ 1 | $ 1 | $ 0 | 1,196 | (108) | (378,182) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income/(loss) | 26,331 | ||||||||
Total other comprehensive (loss)/income | 1,579 | ||||||||
Ending balance (in shares) at Sep. 30, 2020 | 8,758,309 | 13,873,281 | 0 | ||||||
Ending balance at Sep. 30, 2020 | $ (343,270) | $ 1 | $ 1 | $ 0 | 7,108 | 1,471 | (351,851) | ||
Temporary equity, beginning balance (in shares) at Mar. 31, 2020 | 104,446,332 | ||||||||
Temporary equity, beginning balance at Mar. 31, 2020 | $ 127,727 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Accretion of redeemable convertible preferred stock | $ 1,196 | ||||||||
Temporary equity, ending balance (in shares) at Jun. 30, 2020 | 104,446,332 | ||||||||
Temporary equity, ending balance at Jun. 30, 2020 | $ 128,923 | ||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 8,378,228 | 13,712,558 | 0 | ||||||
Beginning balance at Mar. 31, 2020 | (386,158) | $ 1 | $ 1 | $ 0 | 2,796 | (642) | (388,314) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation | 7,302 | 7,302 | |||||||
Stock option exercises (in shares) | 76,885 | ||||||||
Stock option exercises | 240 | 240 | |||||||
Vested RSUs converted to common shares (in shares) | 535,875 | ||||||||
Repurchase of Class A common stock and retirement (in shares) | (230,478) | ||||||||
Repurchase of Class A common stock and retirement | (5,276) | (5,276) | |||||||
Accretion of redeemable convertible preferred stock | (1,196) | (1,196) | |||||||
Net income/(loss) | 18,539 | 18,539 | |||||||
Total other comprehensive (loss)/income | 1,076 | 1,076 | |||||||
Ending balance (in shares) at Jun. 30, 2020 | 8,683,625 | 13,789,443 | 0 | ||||||
Ending balance at Jun. 30, 2020 | (365,473) | $ 1 | $ 1 | $ 0 | 3,866 | 434 | (369,775) | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Accretion of redeemable convertible preferred stock | $ 1,225 | ||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2020 | 104,446,332 | ||||||||
Temporary equity, ending balance at Sep. 30, 2020 | $ 130,148 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation | 7,711 | 7,711 | |||||||
Stock option exercises (in shares) | 83,838 | ||||||||
Stock option exercises | 141 | 141 | |||||||
Vested RSUs converted to common shares (in shares) | 144,605 | ||||||||
Repurchase of Class A common stock and retirement (in shares) | (69,921) | ||||||||
Repurchase of Class A common stock and retirement | (3,385) | (3,385) | |||||||
Accretion of redeemable convertible preferred stock | (1,225) | (1,225) | |||||||
Net income/(loss) | 17,924 | 17,924 | |||||||
Total other comprehensive (loss)/income | 1,037 | 1,037 | |||||||
Ending balance (in shares) at Sep. 30, 2020 | 8,758,309 | 13,873,281 | 0 | ||||||
Ending balance at Sep. 30, 2020 | $ (343,270) | $ 1 | $ 1 | $ 0 | 7,108 | 1,471 | (351,851) | ||
Temporary equity, beginning balance (in shares) at Dec. 31, 2020 | 104,446,332 | ||||||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 131,390 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Accretion of redeemable convertible preferred stock | $ 969 | ||||||||
Temporary equity, ending balance (in shares) at Mar. 31, 2021 | 104,446,332 | ||||||||
Temporary equity, ending balance at Mar. 31, 2021 | $ 132,359 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 8,903,770 | 14,368,532 | 0 | ||||||
Beginning balance at Dec. 31, 2020 | (664,206) | $ 1 | $ 1 | $ 0 | 9,043 | 2,455 | (675,706) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation | 9,873 | 9,873 | |||||||
Stock option exercises (in shares) | 900,476 | ||||||||
Stock option exercises | 707 | 707 | |||||||
Vested RSUs converted to common shares (in shares) | 525,920 | ||||||||
Repurchase of Class A common stock and retirement (in shares) | (270,089) | ||||||||
Repurchase of Class A common stock and retirement | (13,416) | (13,416) | |||||||
Issuance of Class C common stock, net of issuance costs (in shares) | 4,452,023 | ||||||||
Issuance of Class C common stock, net of issuance costs | 304,409 | 304,409 | |||||||
Issuance of Class C common stock for acquisition (in shares) | 2,750,330 | ||||||||
Issuance of Class C common stock for acquisition | 188,179 | $ 1 | 188,178 | ||||||
Accretion of redeemable convertible preferred stock | (969) | (969) | |||||||
Net income/(loss) | (1,146) | (1,146) | |||||||
Total other comprehensive (loss)/income | (1,327) | (1,327) | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 9,159,601 | 15,269,008 | 7,202,353 | ||||||
Ending balance at Mar. 31, 2021 | $ (177,896) | $ 1 | $ 1 | $ 1 | 497,825 | 1,128 | (676,852) | ||
Temporary equity, beginning balance (in shares) at Dec. 31, 2020 | 104,446,332 | ||||||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 131,390 | ||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||
Temporary equity, ending balance at Sep. 30, 2021 | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 8,903,770 | 14,368,532 | 0 | ||||||
Beginning balance at Dec. 31, 2020 | (664,206) | $ 1 | $ 1 | $ 0 | 9,043 | 2,455 | (675,706) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of Class B and C common stock to Class A common stock in connection with the direct listing (in shares) | 17,382,845 | (17,382,845) | |||||||
Net income/(loss) | (232,839) | ||||||||
Total other comprehensive (loss)/income | (1,481) | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 90,489,438 | 48,344,755 | 0 | ||||||
Ending balance at Sep. 30, 2021 | $ (15,890) | $ 9 | $ 5 | $ 0 | 891,667 | 974 | (908,545) | ||
Temporary equity, beginning balance (in shares) at Mar. 31, 2021 | 104,446,332 | ||||||||
Temporary equity, beginning balance at Mar. 31, 2021 | $ 132,359 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Conversion of convertible preferred stock to Class A and Class B common stock in connection with the direct listing (in shares) | (104,446,332) | ||||||||
Conversion of convertible preferred stock to Class A and Class B common stock in connection with the direct listing | $ (132,359) | ||||||||
Temporary equity, ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||
Temporary equity, ending balance at Jun. 30, 2021 | $ 0 | ||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 9,159,601 | 15,269,008 | 7,202,353 | ||||||
Beginning balance at Mar. 31, 2021 | (177,896) | $ 1 | $ 1 | $ 1 | 497,825 | 1,128 | (676,852) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation | 250,534 | 250,534 | |||||||
Stock option exercises (in shares) | 1,201,066 | 874,695 | |||||||
Stock option exercises | 2,962 | 2,962 | |||||||
Vested RSUs converted to common shares (in shares) | 588,786 | ||||||||
Repurchase of Class A common stock and retirement (in shares) | (247,120) | ||||||||
Repurchase of Class A common stock and retirement | (12,319) | (12,319) | |||||||
Conversion of convertible preferred stock to Class A and Class B common stock in connection with the direct listing (in shares) | 54,862,435 | 49,583,897 | |||||||
Conversion of convertible preferred stock to Class A and Class B common stock in connection with the direct listing | 132,359 | $ 6 | $ 5 | 132,348 | |||||
Conversion of Class B and C common stock to Class A common stock in connection with the direct listing (in shares) | 17,382,845 | (17,382,845) | |||||||
Conversion of Class B common stock to Class A common stock in connection with the direct listing | 0 | $ 1 | $ (1) | ||||||
Conversion of Class C common stock to Class A common stock in connection with the direct listing (in shares) | 7,202,353 | (7,202,353) | |||||||
Conversion of Class C common stock to Class A common stock in connection with the direct listing | 0 | $ 1 | $ (1) | ||||||
Net income/(loss) | (234,532) | (234,532) | |||||||
Total other comprehensive (loss)/income | 742 | 742 | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 90,149,966 | 48,344,755 | 0 | ||||||
Ending balance at Jun. 30, 2021 | $ (38,150) | $ 9 | $ 5 | $ 0 | 871,350 | 1,870 | (911,384) | ||
Temporary equity, ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||
Temporary equity, ending balance at Sep. 30, 2021 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation | 23,932 | 23,932 | |||||||
Stock option exercises (in shares) | 194,360 | ||||||||
Stock option exercises | 527 | 527 | |||||||
Vested RSUs converted to common shares (in shares) | 240,360 | ||||||||
Repurchase of Class A common stock and retirement (in shares) | (95,248) | ||||||||
Repurchase of Class A common stock and retirement | (4,142) | (4,142) | |||||||
Net income/(loss) | 2,839 | 2,839 | |||||||
Total other comprehensive (loss)/income | (896) | (896) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 90,489,438 | 48,344,755 | 0 | ||||||
Ending balance at Sep. 30, 2021 | $ (15,890) | $ 9 | $ 5 | $ 0 | $ 891,667 | $ 974 | $ (908,545) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
OPERATING ACTIVITIES: | ||
Net income/(loss) | $ (232,839) | $ 26,331 |
Adjustments to reconcile net (loss)/income to net cash provided by operating activities: | ||
Depreciation and amortization | 23,906 | 16,359 |
Stock-based compensation | 284,099 | 22,823 |
Deferred income taxes | (13,755) | 0 |
Other | 871 | 2,194 |
Changes in operating assets and liabilities: | ||
Accounts receivable and due from vendors | (35) | (3,685) |
Prepaid expenses and other current assets | (18,930) | 16,944 |
Accounts payable and accrued liabilities | 7,937 | 23,817 |
Deferred revenue | 34,954 | 42,263 |
Funds payable to customers | 13,261 | 0 |
Deferred rent and lease incentives | 8,508 | 953 |
Other operating assets and liabilities | 190 | (4,232) |
Net cash provided by operating activities | 108,167 | 143,767 |
INVESTING ACTIVITIES: | ||
Proceeds from the sale and maturities of marketable securities | 25,605 | 70,348 |
Purchases of marketable securities | (20,385) | (90,860) |
Purchase of property and equipment | (6,744) | (3,638) |
Cash paid for acquisitions, net of acquired cash | (202,170) | 0 |
Other | 0 | 177 |
Net cash used in investing activities | (203,694) | (23,973) |
FINANCING ACTIVITIES: | ||
Principal payments on debt | (10,189) | (6,563) |
Contingent consideration paid for acquisition | 0 | (15,000) |
Taxes paid related to net share settlement of equity awards | (29,877) | (14,205) |
Proceeds from exercise of stock options | 4,196 | 768 |
Proceeds from issuance of Class C (authorized on March 15, 2021) common stock, net of issuance costs | 304,409 | 0 |
Dividends paid | (367) | 0 |
Net cash provided by/(used in) financing activities | 268,172 | (35,000) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (159) | 353 |
Net increase in cash, cash equivalents, and restricted cash | 172,486 | 85,147 |
Cash, cash equivalents, and restricted cash at the beginning of the period | 57,891 | 43,649 |
Cash, cash equivalents, and restricted cash at the end of the period | 230,377 | 128,796 |
Reconciliation of cash, cash equivalents, and restricted cash: | ||
Cash and cash equivalents | 200,180 | 128,796 |
Restricted cash | 30,197 | 0 |
Cash, cash equivalents, and restricted cash at the end of the period | 230,377 | 128,796 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW | ||
Cash paid during the year for interest | 7,864 | 7,546 |
Cash paid during the year for income taxes, net of refunds | 1,107 | 5,214 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCE ACTIVITIES | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 2,662 | 241 |
Capitalized stock-based compensation | 240 | 128 |
Issuance of Class C (authorized on March 15, 2021) common stock for acquisition | $ 188,179 | $ 0 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Squarespace, Inc., and its subsidiaries, (the “Company”) is a leading all-in-one platform for businesses and independent creators to build online presence, grow their brands and manage their businesses across the internet. The Company offers websites, domains, e-commerce, tools for managing a social media presence, marketing tools, scheduling and hospitality services. The Company is headquartered in New York, New York, with additional offices in Portland, Oregon, Los Angeles, California, Chicago, Illinois, and Dublin, Ireland. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s condensed consolidated financial statements may not be comparable to financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the Company’s total annual gross revenue is at least $1,070,000, (ii) the last day of the fiscal year following the fifth anniversary of the completion of the Direct Listing, as discussed below, (iii) the date on which the Company issued more than $1,000,000 in non-convertible debt securities during the prior three-year period, or (iv) the date on which the Company becomes a large accelerated filer. Acquisition of Tock, Inc. On March 31, 2021, the Company acquired all of the equity interests in Tock, Inc. (“Tock”), a reservation platform for prepaid reservations, access to restaurant management data, and other customization features, for a total consideration of $425,710. Refer to Note 4 — Acquisitions for further information on the acquisition of Tock. Direct Listing On May 19, 2021, the Company completed a direct listing of its Class A common stock (the “Direct Listing”) on the New York Stock Exchange (“NYSE”). The Company incurred fees related to financial advisory service, audit, and legal expenses in connection with the Direct Listing and recorded general and administrative expenses of $25,318 for the nine months ended September 30, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The Company’s condensed consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission. The condensed balance sheet data as of December 31, 2020 was derived from the Company's audited financial statements but does not include all disclosures required by U.S. GAAP. Therefore, these unaudited, condensed, consolidated financial statements and accompanying notes should be read in conjunction with the Company's annual consolidated financial statements and related notes included in the Final Prospectus for the Direct Listing filed with the SEC, pursuant to Rule 424(b)(4) on May 19, 2021. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Management’s estimates are based on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Significant estimates include but are not limited to (i) the recognition and measurement of loss contingencies, indirect tax liabilities and certain accrued liabilities; (ii) the inputs used in the valuation of acquired intangible assets; (iii) the estimated useful lives of intangible and depreciable assets; (iv) the grant date fair value of stock-based awards; and (v) the recognition, measurement and valuation of current and deferred income taxes. The Company evaluates its assumptions and estimates on an ongoing basis and adjusts prospectively, if necessary. COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel coronavirus ("COVID-19") a pandemic. The COVID-19 pandemic has created, and may continue to create, significant uncertainty in macroeconomic conditions. The countries in which the Company operates have begun easing initial measures to control the spread of COVID-19. However, the Company is not able to estimate the impact that COVID-19 will continue to have on worldwide economic activity or the Company’s results of operations, financial condition, or liquidity. As of September 30, 2021, the Company has not experienced a materially adverse impact from COVID-19. The Company continues to assess the potential impacts of COVID-19 and the measures taken by governments, businesses and other organizations in response to COVID-19 as information becomes available. Concentration of Risks Related to Credit, Interest Rates and Foreign Currencies The Company is subject to credit risk, interest rate risk on any indebtedness the Company would potentially incur, market risk on investments and foreign currency risk in connection with the Company’s operations in Ireland and Poland. The Company maintains the components of its cash and cash equivalents balance in various accounts, which from time to time exceed the federal depository insurance coverage limit. In addition, substantially all cash and cash equivalents, as well as marketable securities, are held by two financial institutions. The Company has not experienced any concentration losses related to its cash, cash equivalents and marketable securities to date. As of September 30, 2021 and December 31, 2020, no single customer accounted for more than 10% of the Company’s accounts receivable. As of September 30, 2021 and 2020, no single customer accounted for more than 10% of the Company’s revenue. The Company is also subject to foreign currency risks that arise from normal business operations. The Company has two wholly-owned international subsidiaries that are operational, Squarespace Ireland Limited (“Limited”) and Videolicious Poland Sp. z o.o (“Videolicious Poland”), which are based in Ireland and Poland, respectively. Foreign currency risks include the translation of local currency and intercompany balances established in local customer currencies sold through Limited. Translations related to local currency balances of Videolicious Poland are immaterial. Cash and Cash Equivalents Cash and cash equivalents are stated at fair value. The Company considers all highly liquid investments purchased with an original maturity date of 90 days or less from the date of original purchase to be cash equivalents. Restricted Cash and Payment Processing Transactions As a result of the acquisition of Tock, the Company processes certain payments and holds funds on behalf of its restaurant customers consisting of diner prepayments for restaurant reservations as well as to-go orders. While the Company does not have any contractual obligations to hold such cash as restricted, the diner prepayments are included in restricted cash in the condensed consolidated balance sheet as of September 30, 2021. In addition, the Company recognizes the liability due to restaurant customers in funds payable to customers in the condensed consolidated balance sheet as of September 30, 2021. Funds are remitted to the restaurant customers based on the stipulated contract terms. In addition to restricted cash held on behalf of restaurant customers, the Company recognizes in-transit receivables from certain third-party vendors which assist in processing and settling payment transactions due to a clearing period before the related cash is received or settled. In-transit receivables are included in due from vendors in the condensed consolidated balance sheet as of September 30, 2021. The following table represents the assets and liabilities related to payment processing transactions: September 30, 2021 December 31, 2020 Restricted cash $ 30,197 $ — Due from vendors 2,475 — Total payment processing assets 32,672 — Funds payable to customers (32,672) — Total payment processing liabilities (32,672) — Total payment processing transactions, net $ — $ — Refer to Note 4 — Acquisitions for further information on the acquisition of Tock. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting Standards Codification, “ASC” 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The three-level hierarchy for fair value measurements is defined as follows: Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; and Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Refer to Note 6 — Fair Value of Financial Instruments for further information. Business Combinations The Company evaluates acquisitions to determine whether it is a business combination or an asset acquisition. The Company accounts for business combinations under the acquisition method of accounting. The Company includes the results of operations of acquired businesses in its condensed consolidated financial statements as of the respective dates of acquisition. The purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill. Critical estimates used in valuing certain acquired intangible assets include, but are not limited to, future expected cash flows (primarily from customer relationships and technology) and discount rates. The determination of fair value requires considerable judgment and is sensitive to changes in the underlying assumptions. The Company’s estimates are preliminary and subject to adjustment, which may result in material changes to the final valuation. During the measurement period, which will not exceed one year from closing, the Company will continue to obtain information to assist in finalizing the acquisition date fair values. Any qualifying changes to the preliminary estimates will be recorded as adjustments to the respective assets and liabilities, with any residual amounts allocated to goodwill. Any transaction costs are expensed as incurred. Asset acquisitions are accounted for using a cost accumulation model, with the cost of the acquisition allocated to the acquired assets based on their relative fair values. Goodwill is not recognized in an asset acquisition. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. The recognition of goodwill represents the strategic and synergistic benefits the Company expects to realize from acquisitions. Goodwill is not amortized to earnings, rather, assessed for impairment annually during the fourth quarter for its single reporting unit. The Company also performs an assessment at other times if events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Intangible Assets The Company’s finite-lived intangible assets are amortized on a straight-line basis, which is aligned to the economic benefit of the asset, over their estimated remaining life. Net Income/(Loss) Per Share Attributable to Class A, Class B and Class C Common Stockholders The Company calculates net income/(loss) per share attributable to Class A, Class B and Class C common stockholders using the two-class method required for companies with participating securities. The Company considers redeemable convertible preferred stock to be participating securities as holders of such securities have non-forfeitable dividend rights in the event of the Company’s declaration of a dividend for shares of Class A, Class B and Class C common stock. During periods when the Company is in a net loss position, the net loss attributable to Class A, Class B and Class C common stockholders is not allocated to the redeemable convertible preferred stock and unvested Class A, Class B and Class C common stock under the two-class method as these securities do not have a contractual obligation to share in the Company’s losses. Payment in excess of the carrying value on the redemption of redeemable convertible preferred stock represents a deemed dividend to the redeemable convertible preferred stockholder. Accordingly, the difference between the amount paid upon redemption and the carrying value of the redeemable convertible preferred stock is deducted from (if a premium) or added to (if a discount) net income to arrive at net income/(loss) available to Class A, Class B and Class C common stockholders. Distributed and undistributed earnings allocated to participating securities are subtracted from net income/(loss) in determining net income/(loss) attributable to Class A, Class B and Class C common stockholders. Basic net income/(loss) per share is computed by dividing net income/(loss) attributable to Class A, Class B and Class C common stockholders by the weighted-average number of shares of the Company’s Class A, Class B and Class C common stock outstanding. The diluted net income/(loss) per share attributable to Class A, Class B and Class C common stockholders is computed by giving effect to all dilutive securities. Diluted net income/(loss) per share attributable to Class A, Class B and Class C common stockholders is computed by dividing the resulting net income/(loss) attributable to Class A, Class B and Class C common stockholders by the weighted-average number of fully diluted Class A, Class B and Class C common shares outstanding. The Company used the if-converted method as though the conversion, exchange or vesting, respectively, had occurred as of the beginning of the period or the original date of issuance, if later. During periods when there is a net loss attributable to Class A, Class B and Class C common stockholders, potentially dilutive Class A, Class B and Class C common stock equivalents are excluded from the calculation of diluted net loss per share attributable to Class A, Class B and Class C common stockholders as their effect is anti-dilutive. If the effect of a conversion of an instrument is neutral to earnings per share, the Company considers the security to be dilutive. Recently Issued Accounting Pronouncements Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. Refer to Note 1 - Description of Business for further information on the Company's status as an emerging growth company. Accounting Pronouncements Recently Adopted In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This aligns the accounting for implementation costs incurred in cloud computing arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for nonpublic companies for annual reporting periods beginning after December 15, 2020 and interim periods in annual periods beginning after December 15, 2021 with early adoption permitted. The amendments in this standard can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted this standard as of January 1, 2021 on a prospective basis. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Pronouncements Pending Adoption In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). This standard will require lessees to recognize a right-of-use asset and a lease liability for operating leases initially measured at the present value of the lease payments in its consolidated balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. In July 2018, the FASB issued ASU 2018-10, Leases (Topic 842): Codification Improvements (“ASU 2018-10”) and ASU 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), to provide additional guidance for the adoption of ASU 2016-02. ASU 2018-10 clarifies certain provisions and corrects unintended applications of the guidance. ASU 2018-11 provides an alternative transition method which allows entities the option to present all prior periods under previous lease accounting guidance while recognizing the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings in the year of adoption. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Date , which requires nonpublic companies to adopt the provisions of ASU 2016-02 for fiscal years beginning after December 15, 2021, and for interim periods in fiscal years beginning after December 15, 2022. The Company plans to adopt this standard on January 1, 2022 using the modified retrospective approach. The Company currently believes the most significant impact upon adoption will be the recognition of material right-of-use assets and lease liabilities in the consolidated balance sheet associated with operating leases. The Company does not expect the adoption will have a material impact in the condensed consolidated statements of operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This standard will require entities to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) — Effective Dates , which requires nonpublic companies to adopt the provisions of ASU 2016-13 for fiscal years and interim periods in fiscal years beginning after December 15, 2022. The Company is currently evaluating the timing of its adoption of this standard and the impact in its condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminates Step 2 from the prior guidance’s goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU No. 2017-04 is effective for fiscal years and interim periods in those years beginning after December 15, 2021 for nonpublic entities with early adoption permitted. The Company does not expect the adoption of this guidance to have a material impact in its condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company primarily derives revenue from monthly and annual subscriptions. Revenue is also derived from non-subscription services, including fixed percentages or fixed fees earned on revenue share arrangements with third parties and on sales made through our customers’ sites. The Company has disaggregated revenue from contracts with customers by product type, subscription type, revenue recognition pattern, and geography as these categories depict the nature, amount, timing and uncertainty of revenue and how cash flows are affected by economic factors. The Company disaggregates revenue by product type as follows: Presence Presence revenue primarily consists of fixed-fee subscriptions to the Company’s plans that offer core platform functionalities, currently branded “Personal” and “Business” plans. Presence revenue also consists of fixed fee subscriptions related to additional entry points for starting online such as domain managed services and social media stories. Additionally, presence revenue is derived from third-party solutions related to email services and access to third-party content to enhance online presence. For customers in need of a larger scale solution, the Company has an enterprise offering, and revenue is recognized over the life of the contract. Commerce Commerce revenue primarily consists of fixed-fee subscriptions to the Company’s plans that offer all the features of presence plans including additional features that support end to end commerce transactions, currently branded “Basic” and “Advanced” plans. Commerce revenue also includes fixed-fee subscriptions to a number of other tools that support running an online business such as marketing, member areas, and scheduling tools. Non-subscription revenue is derived from fixed fees earned on revenue share arrangements with payment processors and third-party business applications, and fixed transaction fees earned on sales made through Business plan sites. Additionally, commerce revenue consists of fixed-fee subscriptions and other revenues related to hospitality services. Revenue by Product Type, Subscription Type and Revenue Recognition Pattern The following tables summarize revenue by product type, subscription type, and revenue recognition pattern for the periods presented: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Presence Commerce Total Presence Commerce Total Subscription revenue Transferred over time $ 137,450 $ 44,642 $ 182,092 $ 400,268 $ 124,198 $ 524,466 Transferred at a point in time 3,078 — 3,078 8,778 — 8,778 Non-subscription revenue Transferred over time 476 110 586 1,597 254 1,851 Transferred at a point in time 148 15,058 15,206 657 40,866 41,523 Total revenue $ 141,152 $ 59,810 $ 200,962 $ 411,300 $ 165,318 $ 576,618 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Presence Commerce Total Presence Commerce Total Subscription revenue Transferred over time $ 120,912 $ 30,177 $ 151,089 $ 341,263 $ 77,114 $ 418,377 Transferred at a point in time 2,104 — 2,104 6,446 — 6,446 Non-subscription revenue Transferred over time 457 90 547 1,142 153 1,295 Transferred at a point in time 348 8,247 8,595 1,113 21,618 22,731 Total revenue $ 123,821 $ 38,514 $ 162,335 $ 349,964 $ 98,885 $ 448,849 Revenue by Geography Revenue by geography is based on the customer’s self-reported country identifier or, if not available, the billing address or IP address, and was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 130,133 $ 112,265 $ 398,693 $ 312,735 International 70,829 50,070 177,925 136,114 Total revenue $ 200,962 $ 162,335 $ 576,618 $ 448,849 During the three months ended September 30, 2021, the Company identified certain revenues which should have been classified as international revenues during the first and second quarter. Accordingly, in the third quarter, the Company reclassified approximately $4,101 and $5,132 related to the first and second quarter, respectively, out of United States and into international revenue. Using the updated classification, the first, second and third quarter international year-over-year growth would have been 37%, 34% and 23%, respectively. Further, the first, second and third quarter United States year-over-year growth would have been 29%, 30% and 24%, respectively. No amounts were reclassified related to fiscal 2020. There are currently no countries considered in International that are greater than 10% of total revenue. Deferred Revenue The deferred revenue balance as of September 30, 2021 and December 31, 2020 represents the Company’s aggregate remaining performance obligations that are expected to be recognized as revenue in subsequent periods. Generally, the Company’s contracts are for one year or less and the value for contracts with terms greater than one year is immaterial. The change in deferred revenue primarily reflects cash payments received during the period for which the performance obligation was not satisfied prior to the end of the period partially offset by $37,837 and $196,992 of revenues recognized during the three and nine months ended September 30, 2021, respectively, and $29,582 and $155,035 of revenues recognized during the three and nine months ended September 30, 2020, respectively. Capitalized Contract Costs Assets capitalized related to contract costs consisted of the following: September 30, 2021 December 31, 2020 Prepaid referral fees, current $ 4,324 $ 3,452 Prepaid referral fees, non-current 7,297 7,018 Prepaid app fees, current 1,225 1,016 Sales commissions, current 142 — Sales commissions, non-current 102 — Total capitalized contract costs $ 13,090 $ 11,486 Amortization of referral fees were $1,144 and $3,142 for the three and nine months ended September 30, 2021, respectively, and $806 and $1,881 for the three and nine months ended September 30, 2020, respectively, and were included in marketing and sales in the condensed consolidated statements of operations. Amortization of app fees were $1,056 and $3,010 for the three and nine months ended September 30, 2021, respectively, and $829 and $1,941 for the three and nine months ended September 30, 2020, respectively, and were included in marketing and sales in the condensed consolidated statements of operations. In addition, the Company capitalizes sales commissions paid to internal sales personnel relating to obtaining customer contracts for the Company's hospitality services. Amortization of capitalized commissions were $41 for the three and nine months ended September 30, 2021, respectively, and were included in marketing and sales in the condensed consolidated statements of operations. There were no impairment charges recognized related to capitalized contract costs for the three and nine months ended September 30, 2021 and 2020. Obligations for Returns, Refunds and Other Similar Obligations The Company did not have any material change in revenue recognition from a previous period due to refunds, change in transaction price or other consideration variables. As of September 30, 2021 and December 31, 2020, obligations for refunds were $319 and $300, respectively, and are included in accrued liabilities in the condensed consolidated balance sheet. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acuity Scheduling, Inc. On April 19, 2019, the Company acquired substantially all of the assets of Acuity Scheduling, Inc. (“Acuity”), an appointment scheduling and online bookings software solution, for $50,000 (“the Acuity Acquisition”). The total consideration was paid as follows: $25,000 was paid to the seller at closing, $15,000 was paid on the first anniversary of the closing date (the “Acquisition Liability”) and $10,000 was paid to a third-party escrow agent at the date of closing and was distributed on the second anniversary of the closing date. The Acquisition Liability was paid by the Company on April 19, 2020 and is included in net cash provided by/(used in) financing activities in the condensed consolidated statements of cash flows. During the nine months ended September 30, 2020 total interest expense related to the Acquisition Liability was $188, which is included in interest expense in the condensed consolidated statement of operations. Tock, Inc. On March 31, 2021 (the "Tock Acquisition Date"), the Company acquired all of the equity interests in Tock, a reservation platform for prepaid reservations, access to restaurant management data, and other customization features. The purpose of the acquisition was to expand the Company’s complementary suite of services available with a platform for reservations, take-out, delivery and events for the hospitality industry. The total consideration for the transaction was $425,710, consisting of $226,821 of cash, $188,179 of the Company’s Class C common stock, and $10,710 of net working capital adjustments. The Company recognized this transaction as a business combination. The initial purchase accounting, including the identification and allocation of consideration to assets acquired, is not complete and the preliminary purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. The Company expects to recognize approximately $93,000 of identifiable finite-lived intangible assets and $337,629 of goodwill related to the acquisition of Tock. The identifiable finite-lived intangible assets are expected to be amortized over their useful lives which are estimated to be between 3 to 10 years. Goodwill associated with the acquisition of Tock is not amortizable for tax purposes. The following table sets forth the preliminary allocation of the purchase price to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed, with the excess recorded to goodwill: Tock Net tangible assets acquired $ 13,004 Deferred income tax liability (17,923) Customer relationships – restaurants 64,000 Customer relationships – enterprise 19,000 Tradename 6,000 Developed technology 4,000 Net assets acquired 88,081 Consideration 425,710 Goodwill $ 337,629 Amount Consideration transferred $ 425,710 Less: Issuances of Class C common stock (188,179) Less: Cash acquired (18,350) Less: Restricted cash (17,011) Cash paid for acquisitions, net of acquired cash $ 202,170 Actual and pro forma results for this acquisition have not been presented as the financial impact to the Company’s condensed consolidated statement of operations is not material. In addition to the consideration for Tock, the Company issued Class C common stock in the form of restricted stock units (“RSUs”) to certain selling shareholders, which will vest over three years contingent upon continued service. Refer to Note 16 — Stock-based Compensation for further information. |
Investment in Marketable Securi
Investment in Marketable Securities | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment in Marketable Securities | Investment in Marketable Securities The following tables represent the amortized cost, gross unrealized gains and losses and fair market value of the Company’s available-for-sale (“AFS”) marketable securities: September 30, 2021 Amortized Gross Unrealized Gains Gross Unrealized Losses Aggregate Fair Value Corporate bonds and commercial paper $ 20,782 $ 7 $ (2) $ 20,787 Asset backed securities 7,086 22 — 7,108 U.S. treasuries 4,007 — (2) 4,005 Total investment in marketable securities $ 31,875 $ 29 $ (4) $ 31,900 December 31, 2020 Amortized Gross Unrealized Gains Gross Unrealized Losses Aggregate Fair Value Corporate bonds and commercial paper $ 21,438 $ 55 $ — $ 21,493 Asset backed securities 7,820 94 — 7,914 U.S. treasuries 8,053 2 — 8,055 Total investment in marketable securities $ 37,311 $ 151 $ — $ 37,462 AFS marketable securities that were in an unrealized loss position as of September 30, 2021 and December 31, 2020 were immaterial. The contractual maturities of the investments classified as marketable securities were as follows: September 30, 2021 December 31, 2020 Due within 1 year $ 25,850 $ 32,607 Due in 1 year through 5 years 6,050 4,855 Total investment in marketable securities $ 31,900 $ 37,462 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments A summary of the Company’s investments in marketable securities (including, if applicable, those marketable securities classified as cash and cash equivalents) were as follows: September 30, 2021 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 81,084 $ — $ — $ 81,084 Available-for-sale debt securities Corporate bonds and commercial paper — 20,787 — 20,787 Asset backed securities — 7,108 — 7,108 U.S. treasuries 4,005 — — 4,005 Total $ 85,089 $ 27,895 $ — $ 112,984 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 876 $ — $ — $ 876 Available-for-sale debt securities — Corporate bonds and commercial paper — 21,493 — 21,493 Asset backed securities — 7,914 — 7,914 U.S. treasuries 8,055 — — 8,055 Total $ 8,931 $ 29,407 $ — $ 38,338 The Company’s valuation techniques used to measure the fair value of money market funds and certain AFS marketable securities were derived from quoted prices in active markets for identical assets. The valuation techniques used to measure the fair value of the Company’s other debt securities, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data. There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented. For certain other financial instruments, including accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate the fair value of such instruments due to the relatively short maturity of these balances. The recorded amounts of the Company’s debt obligations approximate their fair values as they are based upon rates available to the Company for obligations of similar terms and maturities. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: September 30, 2021 December 31, 2020 Prepaid advertising $ 2,684 $ 9,645 Prepaid income tax 20,535 16,924 Prepaid operational expenses 13,355 5,152 Receivables for leasehold improvements 9,498 1,211 Other current assets 11,089 4,452 Total prepaid expenses and other current assets $ 57,161 $ 37,384 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net Goodwill As of September 30, 2021 and December 31, 2020, the Company had goodwill of $420,800 and $83,171, respectively. The increase in goodwill during the three and nine months ended September 30, 2021 was directly related to the acquisition of Tock. Refer to Note 4 — Acquisitions for further information. There have been no impairment charges recognized relating to the goodwill recorded to date. Intangible assets, net The following tables summarize the carrying value of the Company’s finite-lived intangible assets: Useful Lives (in years) September 30, 2021 Gross Carrying Value Accumulated Amortization Net Carrying Value Technology 3 to 5 $ 18,533 $ (7,661) $ 10,872 Customer relationships 2 to 10 91,830 (12,304) 79,526 Tradenames 3 to 5 12,496 (5,108) 7,388 Total intangible assets, net $ 122,859 $ (25,073) $ 97,786 Useful Lives (in years) December 31, 2020 Gross Carrying Value Accumulated Amortization Net Carrying Value Technology 5 $ 14,533 $ (4,818) $ 9,715 Customer relationships 2 to 8 8,830 (3,348) 5,482 Tradenames 3 6,496 (2,825) 3,671 Total intangible assets, net $ 29,859 $ (10,991) $ 18,868 Technology, customer relationships and tradenames have weighted-average remaining useful lives of 2.6 years, 9.3 years and 3.5 years, respectively. The weighted-average remaining useful life for finite-lived intangible assets was 8.1 years as of September 30, 2021. Amortization of finite-lived intangible assets was included in the following line items in the condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 1,068 $ 733 $ 2,842 $ 2,182 Marketing and sales 2,608 551 8,956 1,641 General and administrative 879 546 2,283 1,665 Total amortization of finite-lived intangible assets $ 4,555 $ 1,830 $ 14,081 $ 5,488 The increase in marketing and sales expense during the nine months ended September 30, 2021 includes accelerated amortization of $3,230 associated with the Company’s acquired Videolicious, Inc. (“Videolicious”) customer relationships asset due to the change in useful life from 96 months to 26 months. The change in useful life reflects the Company’s decision to optimize presence and commerce revenues by utilizing Videolicious technology to expand products available to platform subscribers rather than through the sale of the Videolicious product to enterprise customers. As of September 30, 2021, the expected future amortization expense for finite-lived intangible assets was as follows: Year Ending December 31, Amount Remainder of 2021 $ 4,317 2022 15,564 2023 13,740 2024 10,849 2025 9,500 Thereafter 43,816 Total $ 97,786 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following: September 30, 2021 December 31, 2020 Accrued marketing expenses $ 26,571 $ 26,459 Accrued indirect taxes 17,817 13,463 Accrued leasehold improvement expenditures 2,422 — Other accrued expenses 16,186 6,857 Total accrued liabilities $ 62,996 $ 46,779 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt outstanding as of September 30, 2021 and December 31, 2020 was as follows: September 30, 2021 December 31, 2020 Term Loan $ 533,248 $ 543,437 Less: unamortized original issue discount (2,815) (3,356) Less: unamortized deferred financing costs (623) (743) Less: debt, current (13,586) (13,586) Total debt, non-current $ 516,224 $ 525,752 Credit Facility On December 12, 2019 (the “Closing Date”), the Company entered into a credit agreement (the “2019 Credit Agreement”) with certain lending institutions (the “2019 Credit Facility”) which included Initial Term A Loans for $350,000 (“2019 Term Loan”) and Revolving Credit Loans of up to $25,000 (“2019 Revolving Credit Facility”), which included a Letters of Credit sub-facility available up to a total of $15,000 (“2019 Letter of Credit”). The 2019 Credit Facility has a maturity of five years. On December 11, 2020 (the “Modification Date”), the Company amended the 2019 Credit Agreement (“2020 Credit Agreement”) to increase the total size of the 2019 Term Loan to $550,000 (collectively, the “2020 Term Loan”) with the same lending institutions as the 2019 Credit Facility (collectively, the “Credit Facility”) and extend the maturity date for the 2020 Term Loan and the 2019 Revolving Credit Facility (as extended, the "Revolving Credit Facility") to December 11, 2025 (collectively, the “Modification”). As of September 30, 2021, $9,643 was outstanding under the Revolving Credit Facility in the form of outstanding letters of credit and $15,357 remained available for borrowing by the Company. The letters of credit issued as of September 30, 2021 were related to certain of the Company's operating lease agreements for certain offices that require security deposits in the form of cash or an irrevocable letter of credit. The letters of credit issued are subject to a fee equal to the interest rate on the Credit Facility. In addition, the Revolving Credit Facility is subject to an unused commitment fee of 0.20% to 0.25%, depending on the consolidated total debt to consolidated EBITDA ratio as defined by the 2020 Credit Agreement, quarterly to the lenders in respect of the unutilized commitments. The 2020 Credit Agreement contains certain customary affirmative covenants and events of default. The negative covenants in the Credit Facility include, among other items, limitations on the ability, subject to negotiated exceptions, to incur additional indebtedness or issue additional preferred stock of the Company, to create or issue certain liens on certain assets, to enter into agreements related to mergers and acquisitions, including the sale of certain assets or disposition of assets, or declare, make or pay dividends and distributions. As a result of the Modification, commencing with the fiscal quarter ended December 31, 2020, the Company is required to maintain an indebtedness to consolidated EBITDA ratio of not more than 4.50, tested as of the last day of each fiscal quarter, with a step-down to 4.25 for the fiscal quarters ending March 31, 2022 and June 30, 2022, a further step-down to 4.00 for the fiscal quarters ending September 30, 2022 and December 31, 2022 and a final step-down to 3.75 for the fiscal quarter ending March 31, 2023 and each fiscal quarter thereafter (the “Financial Covenant”), subject to customary equity cure rights. The Financial Covenant is subject to a 0.50 step-up in the event of a material permitted acquisition, which the Company can elect to implement up to two times during the life of the facility. The Company did not elect to implement this step-up as a result of the acquisition of Tock. If the Company is not in compliance with the covenants under the 2020 Credit Agreement or the Company otherwise experiences an event of default, the lenders would be entitled to take various actions, including acceleration of amounts due under the 2020 Credit Agreement. As of September 30, 2021, the Company was in compliance with all applicable covenants, including the Financial Covenant. Consolidated EBITDA is defined in the Credit Agreement as net income/(loss) adjusted to exclude interest expense, other income/(loss), net, provision for/(benefit from) income taxes, depreciation and amortization, and stock-based compensation expense. In addition, consolidated EBITDA also allows for other adjustments such as the exclusion of transaction costs, changes in deferred revenue, and other costs that may be considered non-recurring. The scheduled principal payments required under the terms of the 2020 Credit Facility were as follows: Year Ending December 31, Amount Remainder of 2021 $ 3,397 2022 13,586 2023 40,758 2024 40,758 2025 434,749 Total $ 533,248 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During interim periods, the Company uses the estimated annual effective tax rate approach to determine the (provision for)/benefit from income taxes except for jurisdictions for which a loss is expected for the year and no benefit can be realized for those losses, and the tax effect of discrete items occurring during the period. The estimated annual effective tax rate is based on forecasted annual results which may fluctuate due to significant changes in the forecasted/actual results and any other transaction that results in differing tax treatment. For the three months ended September 30, 2021 and 2020, the Company recorded an income tax expense of $3,756 and an income tax expense of $3,917, respectively, which resulted in an effective tax rate of (57.0)% and (17.9)%, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded an income tax benefit of $12,439 and an income tax expense of $4,147 respectively, which resulted in an effective tax rate of 5.1% and (13.6)%, respectively. The Company’s estimated annual effective income tax rate for the three and nine months ended September 30, 2021 differed from the statutory rate of 21% primarily due to nondeductible executive compensation, nondeductible transaction expenses, valuation allowance for certain state deferred taxes, minimum taxes, partially offset by windfall on stock-based compensation and research and development tax credits. The Company’s estimated annual effective income tax rate for the three and nine months ended September 30, 2020 differed from the statutory rate of 21% primarily due to windfall on stock-based compensation and research and development tax credits, partially offset by state and local taxes and nondeductible expenses. As of September 30, 2021, based on the weight of all positive and negative evidence, the Company recorded a valuation allowance for certain state deferred tax assets due to uncertainty regarding our future taxable income. We have considered, among other things, the forecasted taxable losses over the next three years, as a significant piece of objective negative evidence. Absent any tax planning strategies, the Company expects its overall effective tax rate to be subject to significant variability for the foreseeable future as any tax benefit related to future state losses will be offset by the valuation allowance. As of September 30, 2021, the Company had unrecognized tax benefits of $6,948, of which $1,095 would affect the effective tax rate if recognized and the remainder of $5,853 would not affect the effective tax rate due to the valuation allowance. There were no unrecognized tax benefits as of September 30, 2020. The increase was primarily due to tax positions taken during the current and prior periods. The Company is unable to reasonably estimate the timing of long-term payments or the amount by which the liability will increase or decrease. The Company’s policy is to classify accrued interest and penalties related to unrecognized tax benefits in the (provision for)/benefit from income taxes in the condensed consolidated statement of operations. There were no accrued interest and penalties as of September 30, 2021 and September 30, 2020. On March 11, 2021, the United States enacted the American Rescue Plan Act of 2021 (“American Rescue Plan Act”). The American Rescue Plan Act includes a wide variety of tax and non-tax provisions aimed to provide relief to individuals and businesses adversely affected by the COVID-19 pandemic. The American Rescue Plan Act also expands the limitation on deductions publicly held companies may take with respect to certain employee compensation effective for tax years beginning after December 31, 2026. Although the Company is evaluating the impact of global COVID-19-related proposed and enacted legislation, as of the end of the current period no material impact to the Company's financial results is expected. The Company will continue to review and evaluate any future guidance, developments, or legislation issued by applicable tax authorities. The Company’s corporate income tax returns for the years ended December 31, 2017 through December 31, 2020 remain subject to examination by the Internal Revenue Service. The Company’s corporate income tax returns for the years |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Indirect Taxes The Company is subject to indirect taxation in some, but not all, of the various U.S. states and foreign jurisdictions in which it conducts business. Therefore, the Company has an obligation to charge, collect and remit Value Added Tax (“VAT”) or Goods and Services Tax (“GST”) in connection with certain of its foreign sales transactions and sales and use tax in connection with eligible sales to subscribers in certain U.S. states. On June 21, 2018, the U.S. Supreme Court overturned the physical presence nexus standard and held that states can require remote sellers to collect sales and use tax. In addition, U.S. states and foreign jurisdictions have and continue to enact laws which expand tax collection and remittance obligations of e-commerce platforms. As a result of these rulings, recently enacted laws, and the scope of the Company’s operations, taxing authorities continue to provide regulations that increase the complexity and risks to comply with such laws and could result in substantial liabilities, prospectively as well as retrospectively. Based on the information available, the Company continues to evaluate and assess the jurisdictions in which indirect tax nexus exists and believes that the indirect tax liabilities are adequate and reasonable. However, due to the complexity and uncertainty around the application of these rules by taxing authorities, results may vary materially from the Company’s expectations. The Company had an indirect tax liability of $17,817 and $13,463 as of September 30, 2021 and December 31, 2020, respectively, which is included in accrued liabilities in the condensed consolidated balance sheets. Leases On March 31, 2021, the Company assumed a long-term operating lease originally entered into by Tock for its office space in Chicago, Illinois which expires on March 31, 2023. As of September 30, 2021, the remaining minimum lease commitment is approximately $730, of which $108 is to be paid during the fiscal year ended December 31, 2021. Refer to Note 4 — Acquisitions for further information on the acquisition of Tock. On July 8, 2021, the Company entered a new operating lease agreement which will expand its office space in Chicago, Illinois. Future commitments under the new lease will approximate $25,708 over the term expiring in the first half of 2034. Pursuant to the new lease agreement, the Company was issued an additional letter of credit for $2,500 related to the required security deposit for the location. Refer to Note 10 — Debt for further information on the Company's credit facility. Certain Risks and Concentrations The Company’s revenues were principally generated from SaaS customers establishing their online presence. The market is highly competitive and rapidly changing. Significant changes in this industry, technological advances or changes in customer buying behavior could adversely affect the Company’s future operating results. Other The Company is subject to litigation and other claims that arise in the ordinary course of business. While the ultimate result of outstanding legal matters cannot presently be determined, the Company does not expect that the ultimate disposition will have a material adverse effect on its results of operations or financial condition. However, legal matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond the Company’s control. Based on the Company’s current knowledge, the final outcome of any particular legal matter will not have a material adverse effect on the Company’s financial condition. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockThe Company previously issued Series A-1, Series A-2, and Series B redeemable convertible preferred stock prior to the Direct Listing. Immediately prior to the completion of the registration statement in connection with the Direct Listing being declared effective, all outstanding shares of the Company’s redeemable convertible preferred stock converted into an aggregate of 54,862,435 shares of Class A common stock and 49,583,897 shares of Class B common stock. The authorized, issued and outstanding shares of the redeemable convertible preferred stock immediately prior to the conversion into common stock were as follows: Authorized and Originally Issued Shares Outstanding Shares Net Carrying Value A-1 Preferred Stock 57,999,960 54,431,446 $ 5 A-2 Preferred Stock 47,483,380 39,134,868 63,462 B Preferred Stock 12,634,398 10,880,018 68,892 Total 118,117,738 104,446,332 $ 132,359 The Company’s Series A-1 redeemable convertible preferred stock did not have any liquidation preference. The liquidation preferences for Series A-2 and Series B redeemable convertible preferred stock immediately prior to the conversion into common stock were as follows: Liquidation Preferences Issuance Price/Liquidation Preference Per Share Series A-2 $ 31,699 $ 0.81 Series B 34,490 $ 3.17 Total $ 66,189 The redemption value of the redeemable convertible preferred stock immediately prior to the conversion into common stock was as follows: Redemption Value Series A-2 $ 63,462 Series B 68,891 Total redemption value $ 132,353 On May 10, 2021, the Company amended and restated its certificate of incorporation which authorized the board of directors to be able to issue preferred stock in one or more series without stockholder approval, unless required by law or the NYSE. The Company authorized 100,000,000 shares of preferred stock, par value $0.0001 per share. The board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The purpose of authorizing the Company's board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances including possible acquisitions, future financing and other corporate purposes. |
Stockholders_ Equity_(Deficit)
Stockholders’ Equity/(Deficit) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity/(Deficit) | Stockholders’ Equity/(Deficit) Class A Common Stock On May 19, 2021, the Company completed the Direct Listing of its Class A common stock. In addition, the Company increased the number of authorized shares of Class A common stock, par value $0.0001 per share, to 1,000,000,000. Each holder of shares of Class A common stock shall be entitled to one vote for each share held. Class B Common Stock Each holder of shares of Class B common stock shall be entitled to ten votes for each share held. Each outstanding share of the Company's Class B common stock is convertible into one share of Class A common stock at any time. During the nine months ended September 30, 2021, an aggregate of 17,382,845 shares of the Company's outstanding Class B common stock converted into an aggregate of 17,382,845 shares of Class A common stock. In addition, the Company increased the number of authorized shares of Class B common stock, par value $0.0001 per share, to 100,000,000. Class C Common Stock On March 15, 2021, the Company amended the certificate of incorporation and created Class C common stock with authorized shares of 7,673,154 and a par value of $0.0001. The Class C common stock has similar rights as the Company’s Class A common stock and Class B common stock, except the Class C common stock does not have any voting rights. Each share of Class C common stock shall automatically be converted into shares of Class A common stock immediately prior to an Initial Public Event, as defined in the amended certificate of incorporation. Subsequent to the amendment, the Company issued 4,452,023 shares of its Class C common stock for proceeds of $304,609, less $200 of issuance costs. On March 31, 2021, the Company issued 2,750,330 shares of its Class C common stock as a part of the purchase of Tock for a total consideration of $188,179. Refer to Note 4 — Acquisitions for further information on the purchase price structure. Immediately prior to the registration statement in connection with the Direct Listing being declared effective, all outstanding shares of the Company’s Class C common stock converted into an aggregate of 7,202,353 shares of Class A common stock. On May 10, 2021, the Company created a new Class C common stock pursuant to the Company's amended and restated certificate of incorporation. The Company authorized 1,000,000,000 shares of the new Class C common stock, par value $0.0001 per share. The board of directors has the authority, without stockholder approval except as required by the NYSE, to issue shares of our Class C common stock. The new Class C common stock is not convertible into shares of Class A common stock or shares of Class B common stock and has no voting rights. As of September 30, 2021, the Company has not issued any shares of the new Class C common stock. Dividends The Company shall not declare or pay dividends on Class A common stock, Class B common stock or Class C common stock unless the same dividend or distribution with the same record date and payment dated shall be declared or paid on all shares of Class A, Class B and Class C common stock. On December 7, 2020, the Company declared a one-time dividend of $2.666 per share, for a total of $328,112, for all stockholders of record as of December 14, 2020. Dividends of $327,745 were paid on December 29, 2020 to redeemable convertible preferred stockholders and Class A and Class B common stockholders. During 2021, the Company paid the remaining $367 to redeemable convertible preferred stockholders and Class A and Class B common stockholders for the dividends declared on December 7, 2020. During the three and nine months ended September 30, 2021, the Company did not declare any dividends. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income/(Loss) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income/(Loss) | Accumulated Other Comprehensive Income/(Loss) Accumulated other comprehensive income/(loss) activity for the three and nine months ended September 30, 2021 was as follows: Foreign Currency Translation Adjustments Net Unrealized gains/(losses) on marketable securities Total Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2020 $ 2,341 $ 114 $ 2,455 Other comprehensive loss before reclassifications (1,282) (45) (1,327) Other comprehensive loss (1,282) (45) (1,327) Balance at March 31, 2021 $ 1,059 $ 69 $ 1,128 Other comprehensive income (loss) before reclassifications 788 (46) 742 Other comprehensive income (loss) 788 (46) 742 Balance at June 30, 2021 $ 1,847 $ 23 $ 1,870 Other comprehensive loss before reclassifications $ (861) $ (35) $ (896) Other comprehensive income (loss) (861) (35) (896) Balance at September 30, 2021 $ 986 $ (12) $ 974 Accumulated other comprehensive income/(loss) activity for the three and nine months ended September 30, 2020 was as follows: Foreign Currency Translation Adjustments Net Unrealized gains/(losses) on marketable securities Total Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2019 $ (187) $ 79 $ (108) Other comprehensive loss before reclassifications (353) (181) (534) Other comprehensive loss (353) (181) (534) Balance at March 31, 2020 $ (540) $ (102) $ (642) Other comprehensive income before reclassifications 670 404 1,074 Amounts reclassified from accumulated other comprehensive income — 2 2 Other comprehensive income 670 406 1,076 Balance at June 30, 2020 $ 130 $ 304 $ 434 Other comprehensive income (loss) before reclassifications 1,145 (108) 1,037 Other comprehensive income (loss) 1,145 (108) 1,037 Balance at September 30, 2020 $ 1,275 $ 196 $ 1,471 Amounts reclassified out of accumulated other comprehensive income, net of taxes, during the three and nine months ended September 30, 2021 and 2020 were immaterial. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Stock Options Squarespace, Inc. Amended and Restated 2008 Equity Incentive Plan In January 2008, the Company established and approved the Squarespace, Inc. 2008 Equity Incentive Plan which was ratified in 2010 and was subsequently amended and restated in March 2016 (“the 2008 Plan”). Under the 2008 Plan, which covers certain employees and consultants, the Company granted shares of its Class B common stock in the form of stock options. After November 17, 2017, there were no additional grants issued from the 2008 Plan. Stock options in common stock exercised were 194,360 and 3,170,597 during the three and nine months ended September 30, 2021, respectively, and 83,838 and 402,526 during the three and nine months ended September 30, 2020, respectively. Cash consideration for stock options exercised were $630 and $4,196 during the three and nine months ended September 30, 2021, respectively, and $141 and $768 for the three and nine months ended September 30, 2020, respectively. Restricted Stock Units (RSUs) Squarespace, Inc. 2017 Equity Incentive Plan On November 17, 2017, the Company’s board of directors approved the Squarespace, Inc. 2017 Equity Incentive Plan (“the 2017 Plan”). Under the 2017 Plan, the Company may grant shares of its Class A common stock in the form of RSUs, stock options, stock appreciation rights, performance stock awards and other stock awards. RSUs generally vest over four years and are measured based on the fair market value of the underlying Class A common stock on the date of grant, as determined by the Company’s board of directors. After April 15, 2021, there were no additional grants issued from the 2017 Plan. Squarespace, Inc. 2021 Equity Incentive Plan On March 25, 2021, the Company’s board of directors adopted the Squarespace, Inc. 2021 Equity Incentive Plan (“the 2021 Plan”) which was approved by the stockholders on May 3, 2021 and went into effect on May 9, 2021. Under the 2021 Plan, the Company may grant shares of its Class A common stock in the form of RSUs, stock options, stock appreciation rights, performance stock awards and other stock awards. RSUs generally vest over four years and subsequent to the Direct Listing, are measured based on the closing price of our Class A common stock as reported on the date of grant. A summary of the Company’s RSU activity for the 2017 Plan and 2021 Plan during the three and nine months ended September 30, 2021 is as follows: Number of RSUs Weighted Average Grant Date Fair Value Per RSU RSUs outstanding – December 31, 2020 5,441,475 $ 21.27 RSUs granted 726,673 63.73 RSUs vested (525,920) 17.47 RSUs forfeited and cancelled (83,923) 24.72 RSUs outstanding – March 31, 2021 5,558,305 27.53 RSUs granted 473,541 $ 56.03 RSUs vested (607,038) $ 17.13 RSUs forfeited and cancelled (126,033) $ 26.32 RSUs outstanding – June 30, 2021 5,298,775 $ 31.28 RSUs granted 198,978 $ 45.91 RSUs vested (222,108) $ 27.12 RSUs forfeited and cancelled (118,181) $ 30.57 RSUs outstanding – September 30, 2021 5,157,464 $ 32.04 During the three and nine months ended September 30, 2021, the weighted-average fair value of share units vested was $9,672 and $66,247, respectively. As of September 30, 2021, there was $158,947 of total unrecognized compensation costs related to RSU grants that are expected to be recognized, respectively, over a weighted-average period of 2.9 years. In connection with the vesting of the RSUs, the Company reacquired 95,248 and 612,457 shares for $4,142 and $29,877 during the three and nine months ended September 30, 2021, respectively, in order to satisfy employee tax withholding obligations. The employees received the net number of shares after consideration to those reacquired. Executive Restricted Stock Grant On August 22, 2017, the Company granted its Chief Executive Officer ("CEO") 4,460,858 shares of Class B common stock with a grant date fair value of $27,434 (the “CEO Stock Grant”). Under the terms of the initial agreement, these shares were to be forfeited as of a date that is three years and six months following the date of grant unless one of the following occurs prior to that date: (1) a Liquidation Event (other than a liquidation, dissolution or winding up of the Company) as defined by the Stock Grant Agreement or (2) an IPO, as defined by the Stock Grant Agreement. On August 24, 2020 the board of directors modified the forfeiture provision of the CEO Stock Grant by extending the forfeiture date from February 22, 2021 to August 22, 2021. The modification of the forfeiture date was accounted for as the grant of the new award, accordingly, the Company updated the fair value of the CEO Stock Grant on the modification date. The Company estimated the fair value of the Class B common stock to be $51.40 per share on the modification date. On May 19, 2021, upon completion of the Direct Listing, 4,460,858 shares of Class B common stock vested in accordance with the CEO Stock Grant Agreement. As a result, the Company recorded stock-based compensation expense of $229,288 in general and administrative expenses in the condensed consolidated statements of operations during the nine months ended September 30, 2021. Tock Selling Shareholder RSUs On March 31, 2021, the Company issued 438,468 shares of Class C common stock in the form of RSUs to certain selling shareholders of Tock, which will vest over three years contingent upon continued service. Immediately prior to the registration statement in connection with the Direct Listing being declared effective, the shares of Class C common stock automatically converted to Class A common stock, Note 14 — Stockholders' Equity/(Deficit) for further information. These RSUs were issued outside of the 2017 Plan and 2021 Plan. The weighted-average grant price of these RSUs was $68.42 per share. Accordingly, the Company will recognize $30,000 as compensation expense over the requisite 3 year service period on a straight-line basis. During the three and nine months ended September 30, 2021, the Company recorded compensation expense of $2,408 and $4,817, respectively, related to the RSUs issued to certain selling shareholders of Tock in general and administrative expenses in the condensed consolidated statements of operations. Casalena Performance Award On April 15, 2021 (“Grant Date”), the board of directors of the Company approved an RSU grant to Anthony Casalena, CEO, of 2,750,000 Class A common shares (“Casalena Performance Award”). The Casalena Performance Award vesting is contingent on both service- and market-based vesting conditions. The market-based vesting condition is based on the achievement of specified Class A common stock price targets during the period beginning upon the effectiveness of the registration statement and ending on the fifth anniversary of the Grant Date (“Performance Period”). The Casalena Performance Award is divided into ten equal tranches. The market-based vesting condition is eligible to vest based on the achievement of ten different and progressively increasing stock price targets. The targets will be deemed to have been achieved when the average closing price of a share of the Company’s Class A common stock on the trading days over any consecutive 30 calendar day period during the Performance Period equals or exceeds the applicable Class A common stock price target. The service-based vesting condition is deemed met in four equal installments over four years starting on the first anniversary of the Grant Date. Although the service-based vesting condition period is four years, Mr. Casalena must be employed by the Company at the time the market condition is met in order to vest in any tranche of the award. The Company estimated the fair value of the Casalena Performance Award on the grant date to be approximately $83,534 using a Monte Carlo simulation with a weighted-average grant date fair value of $30.38 per Class A common share. The Company will recognize the fair value of the award as stock-based compensation expense using the accelerated attribution method over the longer of (i) the period of time the market condition for each tranche is expected to be met (i.e., the derived service period) or (ii) the service vesting condition of four years. The applicable stock price targets are as follows: Company Stock Price Target Cumulative Number of Shares of Vest $105.00 275,000 $140.00 550,000 $175.00 825,000 $210.00 1,100,000 $245.00 1,375,000 $280.00 1,650,000 $315.00 1,925,000 $350.00 2,200,000 $385.00 2,475,000 $420.00 2,750,000 During the three and nine months ended September 30, 2021, the Company recorded compensation expense of $8,762 and $16,009, respectively, related to the Casalena Performance Award in general and administrative expenses in the condensed consolidated statements of operations. Stock-Based Compensation The classification of stock-based compensation by line item in the condensed consolidated statement of operations is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 440 $ 202 $ 1,095 $ 568 Research and product development 8,782 5,522 23,820 15,468 Marketing and sales 1,716 882 4,457 2,305 General and administrative 12,796 1,047 254,727 4,482 Total stock-based compensation $ 23,734 $ 7,653 $ 284,099 $ 22,823 The amount above excludes $198 and $240 of stock compensation capitalized as property and equipment, net, for the three and nine months ended September 30, 2021, respectively, and $58 and $128 for the three and nine months ended September 30, 2020, respectively. Shares Available for Future Issuance As of May 9, 2021, all shares available under the 2008 and 2017 Plans will continue to remain available but will no longer be available for future issuance. The shares available will continue to include all shares forfeited and expired and reacquired to satisfy employee tax withholding obligations that were issued under the 2008 and 2017 Plans. The following table summarizes the shares available under the 2008 and 2017 Plans: Shares Available Under the 2008 and 2017 Plans Balance as of December 31, 2020 8,728,327 Granted (726,673) Forfeited and expired 87,361 Reacquired to satisfy employee tax withholding obligations 270,089 Balance as of March 31, 2021 8,359,104 Casalena Performance Award granted (2,750,000) Forfeited and expired 126,640 Reacquired to satisfy employee tax withholding obligations 247,120 Balance as of June 30, 2021 5,982,864 Forfeited and expired 118,181 Reacquired to satisfy employee tax withholding obligations 95,248 Balance as of September 30, 2021 6,196,293 On May 9, 2021, upon effectiveness of the 2021 Plan, the Company included an additional 19,250,000 Class A common shares available for issuance. The following table summarizes the shares available for future issuance under the 2021 Plan: Shares Available for Future Grant Under the 2021 Plan Balance as of December 31, 2020 — Class A common shares available for issuance 19,250,000 RSUs granted (672,519) Balance as of September 30, 2021 18,577,481 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During the three months ended September 30, 2021, the Company's Chief Financial Officer was appointed to the board of directors of Avalara, Inc. Transactions between Avalara, Inc. and the Company were not material for the three months ended September 30, 2021. Certain members of Tock's senior management have an ownership in several of the Company's restaurant customers. For the three months ended September 30, 2021, these restaurant customers contributed revenue of $196. For the nine months ended September 30, 2021, which includes results from the Tock Acquisition Date through September 30, 2021, these restaurant customers contributed revenue of $347. As of September 30, 2021, the Company had a liability of $2,637 due to these restaurant customers, which primarily represents diner prepayments, and is included in funds due to customers in the condensed consolidated balance sheets. On September 1, 2014, the Company entered into an agreement with Getty Images to resell certain content to the Company’s customers. The Deputy Chairman of Getty Images is a member of the Company’s board of directors. Transactions recorded in connection with this agreement were not material as of September 30, 2021 and 2020. |
Net Income_(Loss) per Share Att
Net Income/(Loss) per Share Attributable to Class A, Class B and Class C Common Stockholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income/(Loss) per Share Attributable to Class A, Class B and Class C Common Stockholders | Net Income/(Loss) per Share Attributable to Class A, Class B and Class C Common Stockholders The Company computes net income/(loss) per share of Class A common stock, Class B common stock and Class C common stock under the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock, Class B common stock and Class C common stock are substantially identical, other than voting rights. Accordingly, the Class A common stock, Class B common stock and Class C common stock share in the Company’s net income/(loss). Each share of Class C common stock was automatically converted into shares of Class A common stock immediately prior to the registration statement in connection with the Direct Listing being declared effective. The following table sets forth the computation of basic and diluted loss per share attributable to Class A, Class B and Class C common stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income/(loss) $ 2,839 $ 17,924 $ (232,839) $ 26,331 Less: accretion of redeemable convertible preferred stock to redemption value — (1,225) (969) (3,602) Less: undistributed earnings to participating securities — (13,736) — (18,742) Net income/(loss) attributable to Class A, Class B, and Class C common stockholders, basic $ 2,839 $ 2,963 $ (233,808) $ 3,987 Add: reallocation of net income attributable to participating securities — 878 — 1,098 Net income/(loss) attributable to Class A, Class B, and Class C common stockholders, dilutive $ 2,839 $ 3,841 $ (233,808) $ 5,085 Denominator: Weighted-average shares used in computing net loss per share attributable to Class A, Class B and Class C common stockholders, basic 75,580,940 22,535,791 80,746,637 22,221,531 Effect of dilutive securities 4,626,138 8,665,952 — 7,881,623 Weighted-average shares used in computing net loss per share attributable to Class A, Class B and Class C common stockholders, dilutive 80,207,078 31,201,743 80,746,637 30,103,154 Net income/(loss) per share attributable to Class A, Class B, and Class C common stockholders, basic $ 0.04 $ 0.13 $ (2.90) $ 0.18 Net income/(loss) per share attributable to Class A, Class B, and Class C common stockholders, dilutive $ 0.04 $ 0.12 $ (2.90) $ 0.17 The following weighted-average outstanding shares of potentially dilutive securities were excluded from the computation of diluted income per share attributable to Class A, Class B and Class C common stockholders for the periods presented because including them would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Outstanding stock options — — 2,041,248 — Restricted stock units 1,406,837 136,402 5,595,932 59,752 Total 1,406,837 136,402 7,637,180 59,752 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company’s condensed consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission. The condensed balance sheet data as of December 31, 2020 was derived from the Company's audited financial statements but does not include all disclosures required by U.S. GAAP. Therefore, these unaudited, condensed, consolidated financial statements and accompanying notes should be read in conjunction with the Company's annual consolidated financial statements and related notes included in the Final Prospectus for the Direct Listing filed with the SEC, pursuant to Rule 424(b)(4) on May 19, 2021. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Concentration of Risks Related to Credit, Interest Rates and Foreign Currencies | Concentration of Risks Related to Credit, Interest Rates and Foreign Currencies The Company is subject to credit risk, interest rate risk on any indebtedness the Company would potentially incur, market risk on investments and foreign currency risk in connection with the Company’s operations in Ireland and Poland. The Company maintains the components of its cash and cash equivalents balance in various accounts, which from time to time exceed the federal depository insurance coverage limit. In addition, substantially all cash and cash equivalents, as well as marketable securities, are held by two financial institutions. The Company has not experienced any concentration losses related to its cash, cash equivalents and marketable securities to date. As of September 30, 2021 and December 31, 2020, no single customer accounted for more than 10% of the Company’s accounts receivable. As of September 30, 2021 and 2020, no single customer accounted for more than 10% of the Company’s revenue. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Restricted Cash and Payment Processing Transactions | Restricted Cash and Payment Processing Transactions As a result of the acquisition of Tock, the Company processes certain payments and holds funds on behalf of its restaurant customers consisting of diner prepayments for restaurant reservations as well as to-go orders. While the Company does not have any contractual obligations to hold such cash as restricted, the diner prepayments are included in restricted cash in the condensed consolidated balance sheet as of September 30, 2021. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting Standards Codification, “ASC” 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The three-level hierarchy for fair value measurements is defined as follows: Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; and |
Business Combinations | Business Combinations The Company evaluates acquisitions to determine whether it is a business combination or an asset acquisition. The Company accounts for business combinations under the acquisition method of accounting. The Company includes the results of operations of acquired businesses in its condensed consolidated financial statements as of the respective dates of acquisition. The purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill. Critical estimates used in valuing certain acquired intangible assets include, but are not limited to, future expected cash flows (primarily from customer relationships and technology) and discount rates. The determination of fair value requires considerable judgment and is sensitive to changes in the underlying assumptions. The Company’s estimates are preliminary and subject to adjustment, which may result in material changes to the final valuation. During the measurement period, which will not exceed one year from closing, the Company will continue to obtain information to assist in finalizing the acquisition date fair values. Any qualifying changes to the preliminary estimates will be recorded as adjustments to the respective assets and liabilities, with any residual amounts allocated to goodwill. Any transaction costs are expensed as incurred. |
Goodwill and Intangible Assets | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. The recognition of goodwill represents the strategic and synergistic benefits the Company expects to realize from acquisitions. Goodwill is not amortized to earnings, rather, assessed for impairment annually during the fourth quarter for its single reporting unit. The Company also performs an assessment at other times if events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Intangible Assets |
Net Income/(Loss) Per Share Attributable to Class A, Class B and Class C Common Stockholders | Net Income/(Loss) Per Share Attributable to Class A, Class B and Class C Common Stockholders The Company calculates net income/(loss) per share attributable to Class A, Class B and Class C common stockholders using the two-class method required for companies with participating securities. The Company considers redeemable convertible preferred stock to be participating securities as holders of such securities have non-forfeitable dividend rights in the event of the Company’s declaration of a dividend for shares of Class A, Class B and Class C common stock. During periods when the Company is in a net loss position, the net loss attributable to Class A, Class B and Class C common stockholders is not allocated to the redeemable convertible preferred stock and unvested Class A, Class B and Class C common stock under the two-class method as these securities do not have a contractual obligation to share in the Company’s losses. Payment in excess of the carrying value on the redemption of redeemable convertible preferred stock represents a deemed dividend to the redeemable convertible preferred stockholder. Accordingly, the difference between the amount paid upon redemption and the carrying value of the redeemable convertible preferred stock is deducted from (if a premium) or added to (if a discount) net income to arrive at net income/(loss) available to Class A, Class B and Class C common stockholders. Distributed and undistributed earnings allocated to participating securities are subtracted from net income/(loss) in determining net income/(loss) attributable to Class A, Class B and Class C common stockholders. Basic net income/(loss) per share is computed by dividing net income/(loss) attributable to Class A, Class B and Class C common stockholders by the weighted-average number of shares of the Company’s Class A, Class B and Class C common stock outstanding. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. Refer to Note 1 - Description of Business for further information on the Company's status as an emerging growth company. Accounting Pronouncements Recently Adopted In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This aligns the accounting for implementation costs incurred in cloud computing arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for nonpublic companies for annual reporting periods beginning after December 15, 2020 and interim periods in annual periods beginning after December 15, 2021 with early adoption permitted. The amendments in this standard can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted this standard as of January 1, 2021 on a prospective basis. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Pronouncements Pending Adoption In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). This standard will require lessees to recognize a right-of-use asset and a lease liability for operating leases initially measured at the present value of the lease payments in its consolidated balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. In July 2018, the FASB issued ASU 2018-10, Leases (Topic 842): Codification Improvements (“ASU 2018-10”) and ASU 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), to provide additional guidance for the adoption of ASU 2016-02. ASU 2018-10 clarifies certain provisions and corrects unintended applications of the guidance. ASU 2018-11 provides an alternative transition method which allows entities the option to present all prior periods under previous lease accounting guidance while recognizing the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings in the year of adoption. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Date , which requires nonpublic companies to adopt the provisions of ASU 2016-02 for fiscal years beginning after December 15, 2021, and for interim periods in fiscal years beginning after December 15, 2022. The Company plans to adopt this standard on January 1, 2022 using the modified retrospective approach. The Company currently believes the most significant impact upon adoption will be the recognition of material right-of-use assets and lease liabilities in the consolidated balance sheet associated with operating leases. The Company does not expect the adoption will have a material impact in the condensed consolidated statements of operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This standard will require entities to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) — Effective Dates , which requires nonpublic companies to adopt the provisions of ASU 2016-13 for fiscal years and interim periods in fiscal years beginning after December 15, 2022. The Company is currently evaluating the timing of its adoption of this standard and the impact in its condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminates Step 2 from the prior guidance’s goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU No. 2017-04 is effective for fiscal years and interim periods in those years beginning after December 15, 2021 for nonpublic entities with early adoption permitted. The Company does not expect the adoption of this guidance to have a material impact in its condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Assets and Liabilities Related to Payment Processing Transactions | The following table represents the assets and liabilities related to payment processing transactions: September 30, 2021 December 31, 2020 Restricted cash $ 30,197 $ — Due from vendors 2,475 — Total payment processing assets 32,672 — Funds payable to customers (32,672) — Total payment processing liabilities (32,672) — Total payment processing transactions, net $ — $ — |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Product Type, Subscription Type and Revenue Recognition Pattern | The following tables summarize revenue by product type, subscription type, and revenue recognition pattern for the periods presented: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Presence Commerce Total Presence Commerce Total Subscription revenue Transferred over time $ 137,450 $ 44,642 $ 182,092 $ 400,268 $ 124,198 $ 524,466 Transferred at a point in time 3,078 — 3,078 8,778 — 8,778 Non-subscription revenue Transferred over time 476 110 586 1,597 254 1,851 Transferred at a point in time 148 15,058 15,206 657 40,866 41,523 Total revenue $ 141,152 $ 59,810 $ 200,962 $ 411,300 $ 165,318 $ 576,618 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Presence Commerce Total Presence Commerce Total Subscription revenue Transferred over time $ 120,912 $ 30,177 $ 151,089 $ 341,263 $ 77,114 $ 418,377 Transferred at a point in time 2,104 — 2,104 6,446 — 6,446 Non-subscription revenue Transferred over time 457 90 547 1,142 153 1,295 Transferred at a point in time 348 8,247 8,595 1,113 21,618 22,731 Total revenue $ 123,821 $ 38,514 $ 162,335 $ 349,964 $ 98,885 $ 448,849 |
Schedule of Revenue by Geography | Revenue by geography is based on the customer’s self-reported country identifier or, if not available, the billing address or IP address, and was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 130,133 $ 112,265 $ 398,693 $ 312,735 International 70,829 50,070 177,925 136,114 Total revenue $ 200,962 $ 162,335 $ 576,618 $ 448,849 |
Capitalized Contract Costs | Assets capitalized related to contract costs consisted of the following: September 30, 2021 December 31, 2020 Prepaid referral fees, current $ 4,324 $ 3,452 Prepaid referral fees, non-current 7,297 7,018 Prepaid app fees, current 1,225 1,016 Sales commissions, current 142 — Sales commissions, non-current 102 — Total capitalized contract costs $ 13,090 $ 11,486 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation | The following table sets forth the preliminary allocation of the purchase price to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed, with the excess recorded to goodwill: Tock Net tangible assets acquired $ 13,004 Deferred income tax liability (17,923) Customer relationships – restaurants 64,000 Customer relationships – enterprise 19,000 Tradename 6,000 Developed technology 4,000 Net assets acquired 88,081 Consideration 425,710 Goodwill $ 337,629 Amount Consideration transferred $ 425,710 Less: Issuances of Class C common stock (188,179) Less: Cash acquired (18,350) Less: Restricted cash (17,011) Cash paid for acquisitions, net of acquired cash $ 202,170 |
Investment in Marketable Secu_2
Investment in Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Marketable Securities | The following tables represent the amortized cost, gross unrealized gains and losses and fair market value of the Company’s available-for-sale (“AFS”) marketable securities: September 30, 2021 Amortized Gross Unrealized Gains Gross Unrealized Losses Aggregate Fair Value Corporate bonds and commercial paper $ 20,782 $ 7 $ (2) $ 20,787 Asset backed securities 7,086 22 — 7,108 U.S. treasuries 4,007 — (2) 4,005 Total investment in marketable securities $ 31,875 $ 29 $ (4) $ 31,900 December 31, 2020 Amortized Gross Unrealized Gains Gross Unrealized Losses Aggregate Fair Value Corporate bonds and commercial paper $ 21,438 $ 55 $ — $ 21,493 Asset backed securities 7,820 94 — 7,914 U.S. treasuries 8,053 2 — 8,055 Total investment in marketable securities $ 37,311 $ 151 $ — $ 37,462 |
Schedule of Contractual Maturities | The contractual maturities of the investments classified as marketable securities were as follows: September 30, 2021 December 31, 2020 Due within 1 year $ 25,850 $ 32,607 Due in 1 year through 5 years 6,050 4,855 Total investment in marketable securities $ 31,900 $ 37,462 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Investments in Marketable Securities | A summary of the Company’s investments in marketable securities (including, if applicable, those marketable securities classified as cash and cash equivalents) were as follows: September 30, 2021 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 81,084 $ — $ — $ 81,084 Available-for-sale debt securities Corporate bonds and commercial paper — 20,787 — 20,787 Asset backed securities — 7,108 — 7,108 U.S. treasuries 4,005 — — 4,005 Total $ 85,089 $ 27,895 $ — $ 112,984 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 876 $ — $ — $ 876 Available-for-sale debt securities — Corporate bonds and commercial paper — 21,493 — 21,493 Asset backed securities — 7,914 — 7,914 U.S. treasuries 8,055 — — 8,055 Total $ 8,931 $ 29,407 $ — $ 38,338 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: September 30, 2021 December 31, 2020 Prepaid advertising $ 2,684 $ 9,645 Prepaid income tax 20,535 16,924 Prepaid operational expenses 13,355 5,152 Receivables for leasehold improvements 9,498 1,211 Other current assets 11,089 4,452 Total prepaid expenses and other current assets $ 57,161 $ 37,384 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following tables summarize the carrying value of the Company’s finite-lived intangible assets: Useful Lives (in years) September 30, 2021 Gross Carrying Value Accumulated Amortization Net Carrying Value Technology 3 to 5 $ 18,533 $ (7,661) $ 10,872 Customer relationships 2 to 10 91,830 (12,304) 79,526 Tradenames 3 to 5 12,496 (5,108) 7,388 Total intangible assets, net $ 122,859 $ (25,073) $ 97,786 Useful Lives (in years) December 31, 2020 Gross Carrying Value Accumulated Amortization Net Carrying Value Technology 5 $ 14,533 $ (4,818) $ 9,715 Customer relationships 2 to 8 8,830 (3,348) 5,482 Tradenames 3 6,496 (2,825) 3,671 Total intangible assets, net $ 29,859 $ (10,991) $ 18,868 |
Schedule of Amortization Expense by Statement of Operation Location | Amortization of finite-lived intangible assets was included in the following line items in the condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 1,068 $ 733 $ 2,842 $ 2,182 Marketing and sales 2,608 551 8,956 1,641 General and administrative 879 546 2,283 1,665 Total amortization of finite-lived intangible assets $ 4,555 $ 1,830 $ 14,081 $ 5,488 |
Schedule of Amortization Expense | As of September 30, 2021, the expected future amortization expense for finite-lived intangible assets was as follows: Year Ending December 31, Amount Remainder of 2021 $ 4,317 2022 15,564 2023 13,740 2024 10,849 2025 9,500 Thereafter 43,816 Total $ 97,786 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: September 30, 2021 December 31, 2020 Accrued marketing expenses $ 26,571 $ 26,459 Accrued indirect taxes 17,817 13,463 Accrued leasehold improvement expenditures 2,422 — Other accrued expenses 16,186 6,857 Total accrued liabilities $ 62,996 $ 46,779 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | Debt outstanding as of September 30, 2021 and December 31, 2020 was as follows: September 30, 2021 December 31, 2020 Term Loan $ 533,248 $ 543,437 Less: unamortized original issue discount (2,815) (3,356) Less: unamortized deferred financing costs (623) (743) Less: debt, current (13,586) (13,586) Total debt, non-current $ 516,224 $ 525,752 |
Schedule of Principal Payments | The scheduled principal payments required under the terms of the 2020 Credit Facility were as follows: Year Ending December 31, Amount Remainder of 2021 $ 3,397 2022 13,586 2023 40,758 2024 40,758 2025 434,749 Total $ 533,248 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Temporary Equity | The authorized, issued and outstanding shares of the redeemable convertible preferred stock immediately prior to the conversion into common stock were as follows: Authorized and Originally Issued Shares Outstanding Shares Net Carrying Value A-1 Preferred Stock 57,999,960 54,431,446 $ 5 A-2 Preferred Stock 47,483,380 39,134,868 63,462 B Preferred Stock 12,634,398 10,880,018 68,892 Total 118,117,738 104,446,332 $ 132,359 The Company’s Series A-1 redeemable convertible preferred stock did not have any liquidation preference. The liquidation preferences for Series A-2 and Series B redeemable convertible preferred stock immediately prior to the conversion into common stock were as follows: Liquidation Preferences Issuance Price/Liquidation Preference Per Share Series A-2 $ 31,699 $ 0.81 Series B 34,490 $ 3.17 Total $ 66,189 The redemption value of the redeemable convertible preferred stock immediately prior to the conversion into common stock was as follows: Redemption Value Series A-2 $ 63,462 Series B 68,891 Total redemption value $ 132,353 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income/(Loss) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income/(Loss) | Accumulated other comprehensive income/(loss) activity for the three and nine months ended September 30, 2021 was as follows: Foreign Currency Translation Adjustments Net Unrealized gains/(losses) on marketable securities Total Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2020 $ 2,341 $ 114 $ 2,455 Other comprehensive loss before reclassifications (1,282) (45) (1,327) Other comprehensive loss (1,282) (45) (1,327) Balance at March 31, 2021 $ 1,059 $ 69 $ 1,128 Other comprehensive income (loss) before reclassifications 788 (46) 742 Other comprehensive income (loss) 788 (46) 742 Balance at June 30, 2021 $ 1,847 $ 23 $ 1,870 Other comprehensive loss before reclassifications $ (861) $ (35) $ (896) Other comprehensive income (loss) (861) (35) (896) Balance at September 30, 2021 $ 986 $ (12) $ 974 Accumulated other comprehensive income/(loss) activity for the three and nine months ended September 30, 2020 was as follows: Foreign Currency Translation Adjustments Net Unrealized gains/(losses) on marketable securities Total Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2019 $ (187) $ 79 $ (108) Other comprehensive loss before reclassifications (353) (181) (534) Other comprehensive loss (353) (181) (534) Balance at March 31, 2020 $ (540) $ (102) $ (642) Other comprehensive income before reclassifications 670 404 1,074 Amounts reclassified from accumulated other comprehensive income — 2 2 Other comprehensive income 670 406 1,076 Balance at June 30, 2020 $ 130 $ 304 $ 434 Other comprehensive income (loss) before reclassifications 1,145 (108) 1,037 Other comprehensive income (loss) 1,145 (108) 1,037 Balance at September 30, 2020 $ 1,275 $ 196 $ 1,471 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of RSU Activity | A summary of the Company’s RSU activity for the 2017 Plan and 2021 Plan during the three and nine months ended September 30, 2021 is as follows: Number of RSUs Weighted Average Grant Date Fair Value Per RSU RSUs outstanding – December 31, 2020 5,441,475 $ 21.27 RSUs granted 726,673 63.73 RSUs vested (525,920) 17.47 RSUs forfeited and cancelled (83,923) 24.72 RSUs outstanding – March 31, 2021 5,558,305 27.53 RSUs granted 473,541 $ 56.03 RSUs vested (607,038) $ 17.13 RSUs forfeited and cancelled (126,033) $ 26.32 RSUs outstanding – June 30, 2021 5,298,775 $ 31.28 RSUs granted 198,978 $ 45.91 RSUs vested (222,108) $ 27.12 RSUs forfeited and cancelled (118,181) $ 30.57 RSUs outstanding – September 30, 2021 5,157,464 $ 32.04 |
Schedule of Stock Price Targets | The applicable stock price targets are as follows: Company Stock Price Target Cumulative Number of Shares of Vest $105.00 275,000 $140.00 550,000 $175.00 825,000 $210.00 1,100,000 $245.00 1,375,000 $280.00 1,650,000 $315.00 1,925,000 $350.00 2,200,000 $385.00 2,475,000 $420.00 2,750,000 |
Schedule of Stock-Based Compensation | The classification of stock-based compensation by line item in the condensed consolidated statement of operations is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 440 $ 202 $ 1,095 $ 568 Research and product development 8,782 5,522 23,820 15,468 Marketing and sales 1,716 882 4,457 2,305 General and administrative 12,796 1,047 254,727 4,482 Total stock-based compensation $ 23,734 $ 7,653 $ 284,099 $ 22,823 |
Summary of Shares Available for Future Grants | The following table summarizes the shares available under the 2008 and 2017 Plans: Shares Available Under the 2008 and 2017 Plans Balance as of December 31, 2020 8,728,327 Granted (726,673) Forfeited and expired 87,361 Reacquired to satisfy employee tax withholding obligations 270,089 Balance as of March 31, 2021 8,359,104 Casalena Performance Award granted (2,750,000) Forfeited and expired 126,640 Reacquired to satisfy employee tax withholding obligations 247,120 Balance as of June 30, 2021 5,982,864 Forfeited and expired 118,181 Reacquired to satisfy employee tax withholding obligations 95,248 Balance as of September 30, 2021 6,196,293 Shares Available for Future Grant Under the 2021 Plan Balance as of December 31, 2020 — Class A common shares available for issuance 19,250,000 RSUs granted (672,519) Balance as of September 30, 2021 18,577,481 |
Net Income_(Loss) per Share A_2
Net Income/(Loss) per Share Attributable to Class A, Class B and Class C Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Share | The following table sets forth the computation of basic and diluted loss per share attributable to Class A, Class B and Class C common stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income/(loss) $ 2,839 $ 17,924 $ (232,839) $ 26,331 Less: accretion of redeemable convertible preferred stock to redemption value — (1,225) (969) (3,602) Less: undistributed earnings to participating securities — (13,736) — (18,742) Net income/(loss) attributable to Class A, Class B, and Class C common stockholders, basic $ 2,839 $ 2,963 $ (233,808) $ 3,987 Add: reallocation of net income attributable to participating securities — 878 — 1,098 Net income/(loss) attributable to Class A, Class B, and Class C common stockholders, dilutive $ 2,839 $ 3,841 $ (233,808) $ 5,085 Denominator: Weighted-average shares used in computing net loss per share attributable to Class A, Class B and Class C common stockholders, basic 75,580,940 22,535,791 80,746,637 22,221,531 Effect of dilutive securities 4,626,138 8,665,952 — 7,881,623 Weighted-average shares used in computing net loss per share attributable to Class A, Class B and Class C common stockholders, dilutive 80,207,078 31,201,743 80,746,637 30,103,154 Net income/(loss) per share attributable to Class A, Class B, and Class C common stockholders, basic $ 0.04 $ 0.13 $ (2.90) $ 0.18 Net income/(loss) per share attributable to Class A, Class B, and Class C common stockholders, dilutive $ 0.04 $ 0.12 $ (2.90) $ 0.17 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following weighted-average outstanding shares of potentially dilutive securities were excluded from the computation of diluted income per share attributable to Class A, Class B and Class C common stockholders for the periods presented because including them would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Outstanding stock options — — 2,041,248 — Restricted stock units 1,406,837 136,402 5,595,932 59,752 Total 1,406,837 136,402 7,637,180 59,752 |
Description of Business (Detail
Description of Business (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2021 |
Business Acquisition [Line Items] | ||
Expenses in connection with Direct Listing | $ 25,318 | |
Tock | ||
Business Acquisition [Line Items] | ||
Consideration transferred | $ 425,710 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021subsidiaryinstitution | |
Accounting Policies [Abstract] | |
Number of financial institutions that hold the company's cash and cash equivalents and marketable securities | institution | 2 |
Number of wholly-owned international subsidiaries | subsidiary | 2 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Assets and Liabilities Related to Payment Processing Transactions (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Restricted cash | $ 30,197 | $ 0 |
Due from vendors | 2,475 | 0 |
Total payment processing assets | 32,672 | 0 |
Funds payable to customers | (32,672) | 0 |
Total payment processing liabilities | (32,672) | 0 |
Total payment processing transactions, net | $ 0 | $ 0 |
Revenue - Product Type, Subscri
Revenue - Product Type, Subscription Type and Revenue Recognition Pattern (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 200,962 | $ 162,335 | $ 576,618 | $ 448,849 |
Presence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 141,152 | 123,821 | 411,300 | 349,964 |
Commerce | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 59,810 | 38,514 | 165,318 | 98,885 |
Subscription revenue | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 182,092 | 151,089 | 524,466 | 418,377 |
Subscription revenue | Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,078 | 2,104 | 8,778 | 6,446 |
Subscription revenue | Presence | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 137,450 | 120,912 | 400,268 | 341,263 |
Subscription revenue | Presence | Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,078 | 2,104 | 8,778 | 6,446 |
Subscription revenue | Commerce | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 44,642 | 30,177 | 124,198 | 77,114 |
Subscription revenue | Commerce | Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Non-subscription revenue | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 586 | 547 | 1,851 | 1,295 |
Non-subscription revenue | Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 15,206 | 8,595 | 41,523 | 22,731 |
Non-subscription revenue | Presence | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 476 | 457 | 1,597 | 1,142 |
Non-subscription revenue | Presence | Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 148 | 348 | 657 | 1,113 |
Non-subscription revenue | Commerce | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 110 | 90 | 254 | 153 |
Non-subscription revenue | Commerce | Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 15,058 | $ 8,247 | $ 40,866 | $ 21,618 |
Revenue - Revenue by Geography
Revenue - Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 200,962 | $ 162,335 | $ 576,618 | $ 448,849 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 130,133 | 112,265 | 398,693 | 312,735 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 70,829 | $ 50,070 | $ 177,925 | $ 136,114 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |||||||
Contract with customer, liability, revenues recognized | $ 37,837,000 | $ 29,582,000 | $ 196,992,000 | $ 155,035,000 | |||
Capitalized Contract Cost [Line Items] | |||||||
Revenue | 200,962,000 | 162,335,000 | 576,618,000 | 448,849,000 | |||
Contract with customer, liability, revenues recognized | 37,837,000 | 29,582,000 | 196,992,000 | 155,035,000 | |||
Capitalized contract cost, impairment | 0 | 0 | 0 | 0 | |||
Refund liability | 319,000 | 319,000 | $ 300,000 | ||||
International | |||||||
Capitalized Contract Cost [Line Items] | |||||||
Revenue | $ 70,829,000 | 50,070,000 | 177,925,000 | 136,114,000 | |||
Revenue growth percentage, year-over-year | 0.23 | 0.34 | 0.37 | ||||
United States | |||||||
Capitalized Contract Cost [Line Items] | |||||||
Revenue | $ 130,133,000 | 112,265,000 | 398,693,000 | 312,735,000 | |||
Revenue growth percentage, year-over-year | 0.24 | 0.30 | 0.29 | ||||
Revision of Prior Period, Reclassification, Adjustment | International | |||||||
Capitalized Contract Cost [Line Items] | |||||||
Revenue | $ 5,132,000 | $ 4,101,000 | |||||
Revision of Prior Period, Reclassification, Adjustment | United States | |||||||
Capitalized Contract Cost [Line Items] | |||||||
Revenue | $ (5,132,000) | $ (4,101,000) | |||||
Prepaid referral fees | |||||||
Capitalized Contract Cost [Line Items] | |||||||
Capitalized contract cost, amortization | $ 1,144,000 | 806,000 | 3,142,000 | 1,881,000 | |||
Prepaid app fees | |||||||
Capitalized Contract Cost [Line Items] | |||||||
Capitalized contract cost, amortization | 1,056,000 | $ 829,000 | 3,010,000 | $ 1,941,000 | |||
Sales commissions | |||||||
Capitalized Contract Cost [Line Items] | |||||||
Capitalized contract cost, amortization | $ 41,000 | $ 41,000 |
Revenue - Capitalized Contract
Revenue - Capitalized Contract Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, net | $ 13,090 | $ 11,486 |
Prepaid referral fees | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, current | 4,324 | 3,452 |
Capitalized contract cost, noncurrent | 7,297 | 7,018 |
Prepaid app fees | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, current | 1,225 | 1,016 |
Sales commissions | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, current | 142 | 0 |
Capitalized contract cost, noncurrent | $ 102 | $ 0 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Apr. 19, 2021 | Mar. 31, 2021 | Apr. 19, 2020 | Apr. 19, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 19, 2021 |
Business Acquisition [Line Items] | |||||||||
Interest expense | $ 2,491 | $ 2,460 | $ 8,578 | $ 8,046 | |||||
Restricted stock units | |||||||||
Business Acquisition [Line Items] | |||||||||
Vesting period (in years) | 4 years | ||||||||
Class C Common Stock | Restricted stock units | |||||||||
Business Acquisition [Line Items] | |||||||||
Vesting period (in years) | 3 years | ||||||||
Acuity | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration | $ 50,000 | ||||||||
Cash paid for acquisition | $ 10,000 | $ 15,000 | $ 25,000 | ||||||
Interest expense | $ 188 | ||||||||
Tock | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration | $ 425,710 | ||||||||
Cash paid for acquisition | 226,821 | ||||||||
Equity issued for acquisition | 188,179 | ||||||||
Working capital adjustment | 10,710 | ||||||||
Intangible assets | 93,000 | ||||||||
Goodwill expected to be recognized | $ 337,629 | ||||||||
Tock | Restricted stock units | |||||||||
Business Acquisition [Line Items] | |||||||||
Vesting period (in years) | 3 years | ||||||||
Tock | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired intangible assets, useful life (in years) | 3 years | ||||||||
Tock | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired intangible assets, useful life (in years) | 10 years | ||||||||
Tock | Class C Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity issued for acquisition | $ 188,179 |
Acquisitions - Preliminary Purc
Acquisitions - Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Tock | ||||
Goodwill | $ 420,800 | $ 83,171 | ||
Amount | ||||
Cash paid for acquisitions, net of acquired cash | $ 202,170 | $ 0 | ||
Tock | ||||
Tock | ||||
Net tangible assets acquired | $ 13,004 | |||
Deferred income tax liability | (17,923) | |||
Intangible assets | 93,000 | |||
Net assets acquired | 88,081 | |||
Consideration | 425,710 | |||
Goodwill | 337,629 | |||
Amount | ||||
Consideration transferred | 425,710 | |||
Less: Issuances of Class C common stock | (188,179) | |||
Less: Cash acquired | (18,350) | |||
Less: Restricted cash | (17,011) | |||
Cash paid for acquisitions, net of acquired cash | 202,170 | |||
Tock | Customer relationships – restaurants | ||||
Tock | ||||
Intangible assets | 64,000 | |||
Tock | Customer relationships – enterprise | ||||
Tock | ||||
Intangible assets | 19,000 | |||
Tock | Tradename | ||||
Tock | ||||
Intangible assets | 6,000 | |||
Tock | Developed technology | ||||
Tock | ||||
Intangible assets | $ 4,000 |
Investment in Marketable Secu_3
Investment in Marketable Securities - AFS Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 31,875 | $ 37,311 |
Gross Unrealized Gains | 29 | 151 |
Gross Unrealized Losses | (4) | 0 |
Aggregate Fair Value | 31,900 | 37,462 |
Corporate bonds and commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 20,782 | 21,438 |
Gross Unrealized Gains | 7 | 55 |
Gross Unrealized Losses | (2) | 0 |
Aggregate Fair Value | 20,787 | 21,493 |
Asset backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 7,086 | 7,820 |
Gross Unrealized Gains | 22 | 94 |
Gross Unrealized Losses | 0 | 0 |
Aggregate Fair Value | 7,108 | 7,914 |
U.S. treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 4,007 | 8,053 |
Gross Unrealized Gains | 0 | 2 |
Gross Unrealized Losses | (2) | 0 |
Aggregate Fair Value | $ 4,005 | $ 8,055 |
Investment in Marketable Secu_4
Investment in Marketable Securities - Contractual Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Due within 1 year | $ 25,850 | $ 32,607 |
Due in 1 year through 5 years | 6,050 | 4,855 |
Total investment in marketable securities | $ 31,900 | $ 37,462 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | $ 31,900 | $ 37,462 |
Total | 112,984 | 38,338 |
Corporate bonds and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 20,787 | 21,493 |
Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 7,108 | 7,914 |
U.S. treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 4,005 | 8,055 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 81,084 | 876 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 85,089 | 8,931 |
Level 1 | Corporate bonds and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 0 | 0 |
Level 1 | Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 0 | 0 |
Level 1 | U.S. treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 4,005 | 8,055 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 81,084 | 876 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 27,895 | 29,407 |
Level 2 | Corporate bonds and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 20,787 | 21,493 |
Level 2 | Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 7,108 | 7,914 |
Level 2 | U.S. treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 0 | 0 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 3 | Corporate bonds and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 0 | 0 |
Level 3 | Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 0 | 0 |
Level 3 | U.S. treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 0 | 0 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid advertising | $ 2,684 | $ 9,645 |
Prepaid income tax | 20,535 | 16,924 |
Prepaid operational expenses | 13,355 | 5,152 |
Receivables for leasehold improvements | 9,498 | 1,211 |
Other current assets | 11,089 | 4,452 |
Total prepaid expenses and other current assets | $ 57,161 | $ 37,384 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 420,800,000 | $ 420,800,000 | $ 83,171,000 | ||
Goodwill impairment charges | 0 | 0 | |||
Amortization of intangible assets | $ 4,555,000 | $ 1,830,000 | $ 14,081,000 | $ 5,488,000 | |
Weighted Average | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Lives (in years) | 8 years 1 month 6 days | ||||
Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Lives (in years) | 5 years | ||||
Technology | Weighted Average | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Lives (in years) | 2 years 7 months 6 days | ||||
Customer relationships | Weighted Average | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Lives (in years) | 9 years 3 months 18 days | ||||
Customer relationships | Videolicious, Inc. | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 3,230,000 | ||||
Acquired intangible assets, useful life (in years) | 26 months | 96 months | |||
Tradename | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Lives (in years) | 3 years | ||||
Tradename | Weighted Average | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Lives (in years) | 3 years 6 months |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 122,859 | $ 29,859 |
Accumulated Amortization | (25,073) | (10,991) |
Net Carrying Value | 97,786 | $ 18,868 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in years) | 5 years | |
Gross Carrying Value | 18,533 | $ 14,533 |
Accumulated Amortization | (7,661) | (4,818) |
Net Carrying Value | $ 10,872 | 9,715 |
Technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in years) | 3 years | |
Technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in years) | 5 years | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 91,830 | 8,830 |
Accumulated Amortization | (12,304) | (3,348) |
Net Carrying Value | $ 79,526 | $ 5,482 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in years) | 2 years | 2 years |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in years) | 10 years | 8 years |
Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in years) | 3 years | |
Gross Carrying Value | $ 12,496 | $ 6,496 |
Accumulated Amortization | (5,108) | (2,825) |
Net Carrying Value | $ 7,388 | $ 3,671 |
Tradename | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in years) | 3 years | |
Tradename | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in years) | 5 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Amortization Expense by Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization of finite-lived intangible assets | $ 4,555 | $ 1,830 | $ 14,081 | $ 5,488 |
Cost of revenue | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization of finite-lived intangible assets | 1,068 | 733 | 2,842 | 2,182 |
Marketing and sales | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization of finite-lived intangible assets | 2,608 | 551 | 8,956 | 1,641 |
General and administrative | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization of finite-lived intangible assets | $ 879 | $ 546 | $ 2,283 | $ 1,665 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, net - Future Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 4,317 | |
2022 | 15,564 | |
2023 | 13,740 | |
2024 | 10,849 | |
2025 | 9,500 | |
Thereafter | 43,816 | |
Net Carrying Value | $ 97,786 | $ 18,868 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued marketing expenses | $ 26,571 | $ 26,459 |
Accrued indirect taxes | 17,817 | 13,463 |
Accrued leasehold improvement expenditures | 2,422 | 0 |
Other accrued expenses | 16,186 | 6,857 |
Total accrued liabilities | $ 62,996 | $ 46,779 |
Debt - Debt Outstanding (Detail
Debt - Debt Outstanding (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Term Loan | $ 533,248 | $ 543,437 |
Less: unamortized original issue discount | (2,815) | (3,356) |
Less: unamortized deferred financing costs | (623) | (743) |
Less: debt, current | (13,586) | (13,586) |
Total debt, non-current | $ 516,224 | $ 525,752 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021USD ($)time | Dec. 11, 2020USD ($) | Dec. 12, 2019USD ($) | |
2019 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facility maturity (in years) | 5 years | |||||||
2020 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, covenant, Indebtedness to Consolidated EBITDA ratio | 4.50 | |||||||
Debt instrument, covenant, Indebtedness to Consolidated EBITDA ratio, step-up amount | 0.50 | |||||||
Debt Instrument, covenant, Indebtedness to Consolidated EBITDA ratio, step-up, number of step-ups available | time | 2 | |||||||
2020 Credit Agreement | Forecast | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, covenant, Indebtedness to Consolidated EBITDA ratio | 3.75 | 4 | 4 | 4.25 | 4.25 | |||
Term Loan | 2019 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 350,000 | |||||||
Term Loan | 2020 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 550,000,000 | |||||||
Revolving Credit Facility | 2019 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 25,000 | |||||||
Revolving Credit Facility | 2020 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Remaining borrowing capacity | $ 15,357,000 | |||||||
Revolving Credit Facility | 2020 Credit Agreement | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee percentage | 0.20% | |||||||
Revolving Credit Facility | 2020 Credit Agreement | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee percentage | 0.25% | |||||||
Letter of Credit | 2019 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 15,000 | |||||||
Letter of Credit | 2020 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit outstanding | $ 9,643,000 |
Debt - Scheduled Principal Paym
Debt - Scheduled Principal Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Remainder of 2021 | $ 3,397 | |
2022 | 13,586 | |
2023 | 40,758 | |
2024 | 40,758 | |
2025 | 434,749 | |
Total | $ 533,248 | $ 543,437 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
(Provision for)/benefit from income taxes | $ (3,756,000) | $ (3,917,000) | $ 12,439,000 | $ (4,147,000) |
Effective income tax rate, percent | (57.00%) | (17.90%) | 5.10% | (13.60%) |
Unrecognized tax benefits | $ 6,948,000 | $ 0 | $ 6,948,000 | $ 0 |
Unrecognized tax benefits that would affect the effective tax rate | 1,095,000 | 1,095,000 | ||
Unrecognized tax benefits that would not affect the effective tax rate | 5,853,000 | 5,853,000 | ||
Accrued interest and penalties | $ 0 | $ 0 | $ 0 | $ 0 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Thousands | Jul. 08, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | |||
Indirect tax liability | $ 17,817 | $ 13,463 | |
Letter of Credit | |||
Lessee, Lease, Description [Line Items] | |||
Additional letter of credit | $ 2,500 | ||
Chicago, Illinois | |||
Lessee, Lease, Description [Line Items] | |||
Remaining minimum lease commitments, total | $ 25,708 | ||
Chicago, Illinois | Tock | |||
Lessee, Lease, Description [Line Items] | |||
Remaining minimum lease commitments, total | 730 | ||
Remaining minimum lease commitments to be paid within remainder of fiscal year | $ 108 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Narrative (Details) - $ / shares | May 19, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | May 10, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | |||||
Preferred stock shares authorized (in shares) | 100,000,000 | 100,000,000 | 0 | ||
Preferred stock, par value (In USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class A Common Stock | Common Stock | |||||
Temporary Equity [Line Items] | |||||
Conversion of convertible preferred stock to Class A and Class B common stock in connection with the direct listing (in shares) | 54,862,435 | 54,862,435 | |||
Class B Common Stock | Common Stock | |||||
Temporary Equity [Line Items] | |||||
Conversion of convertible preferred stock to Class A and Class B common stock in connection with the direct listing (in shares) | 49,583,897 | 49,583,897 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Authorized, Issued and Outstanding Shares of Redeemable Preferred Stock (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | May 19, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 0 | 118,117,738 | 118,117,738 | ||||||
Redeemable convertible preferred stock, issued (in shares) | 0 | 118,117,738 | 104,446,332 | ||||||
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 0 | 104,446,332 | 104,446,332 | 104,446,332 | 104,446,332 | 104,446,332 | 104,446,332 | 104,446,332 |
Net Carrying Value | $ 0 | $ 0 | $ 132,359 | $ 132,359 | $ 131,390 | $ 130,148 | $ 128,923 | $ 127,727 | $ 126,546 |
A-1 Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 57,999,960 | ||||||||
Redeemable convertible preferred stock, issued (in shares) | 57,999,960 | ||||||||
Redeemable convertible preferred stock, outstanding (in shares) | 54,431,446 | ||||||||
Net Carrying Value | $ 5 | ||||||||
A-2 Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 47,483,380 | ||||||||
Redeemable convertible preferred stock, issued (in shares) | 47,483,380 | ||||||||
Redeemable convertible preferred stock, outstanding (in shares) | 39,134,868 | ||||||||
Net Carrying Value | $ 63,462 | ||||||||
B Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 12,634,398 | ||||||||
Redeemable convertible preferred stock, issued (in shares) | 12,634,398 | ||||||||
Redeemable convertible preferred stock, outstanding (in shares) | 10,880,018 | ||||||||
Net Carrying Value | $ 68,892 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock - Liquidation Preferences (Details) $ / shares in Units, $ in Thousands | May 19, 2021USD ($)$ / shares |
Temporary Equity [Line Items] | |
Liquidation Preferences | $ 66,189 |
A-2 Preferred Stock | |
Temporary Equity [Line Items] | |
Liquidation Preferences | $ 31,699 |
Issuance Price/Liquidation Preference Per Share (in dollars per share) | $ / shares | $ 0.81 |
B Preferred Stock | |
Temporary Equity [Line Items] | |
Liquidation Preferences | $ 34,490 |
Issuance Price/Liquidation Preference Per Share (in dollars per share) | $ / shares | $ 3.17 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Stock - Redemption Value (Details) $ in Thousands | May 19, 2021USD ($) |
Temporary Equity [Line Items] | |
Total redemption value | $ 132,353 |
A-2 Preferred Stock | |
Temporary Equity [Line Items] | |
Total redemption value | 63,462 |
B Preferred Stock | |
Temporary Equity [Line Items] | |
Total redemption value | $ 68,891 |
Stockholders_ Equity_(Deficit)
Stockholders’ Equity/(Deficit) (Details) $ / shares in Units, $ in Thousands | May 19, 2021vote$ / sharesshares | Mar. 31, 2021USD ($)shares | Mar. 15, 2021USD ($)$ / sharesshares | Dec. 29, 2020USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($)vote$ / sharesshares | Sep. 30, 2020USD ($) | May 10, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 07, 2020USD ($)$ / shares |
Class of Stock [Line Items] | ||||||||||
Proceeds from issuance of Class C (authorized on March 15, 2021) common stock, net of issuance costs | $ | $ 304,409 | $ 0 | ||||||||
Issuance of Class C common stock for acquisition | $ | $ 188,179 | |||||||||
Dividends payable (in dollars per share) | $ / shares | $ 2.666 | |||||||||
Dividends payable | $ | $ 328,112 | |||||||||
Dividends paid | $ | $ 327,745 | $ 367 | $ 0 | |||||||
Class A Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 159,000,000 | |||||||
Number of votes for each share of common stock | vote | 1 | |||||||||
Conversion of Class B common stock into Class A common stock in connection with the direct listing (in shares) | 17,382,845 | |||||||||
Conversion of Class C common stock to Class A common stock in connection with the direct listing (in shares) | 7,202,353 | |||||||||
Class B Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, authorized (in shares) | 100,000,000 | 93,782,222 | ||||||||
Number of votes for each share of common stock | vote | 10 | |||||||||
Common stock, share conversion ratio | 1 | |||||||||
Conversion of Class B common stock into Class A common stock in connection with the direct listing (in shares) | (17,382,845) | |||||||||
Class C Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, authorized (in shares) | 7,673,154 | 1,000,000,000 | 1,000,000,000 | 0 | ||||||
Issuance of Class C common stock, net of issuance costs (in shares) | 4,452,023 | |||||||||
Proceeds from issuance of Class C (authorized on March 15, 2021) common stock, net of issuance costs | $ | $ 304,609 | |||||||||
Stock issuance costs | $ | $ 200 | |||||||||
Class C Common Stock | Tock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of Class C common stock for acquisition (in shares) | 2,750,330 | |||||||||
Issuance of Class C common stock for acquisition | $ | $ 188,179 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income/(Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | $ (38,150) | $ (177,896) | $ (664,206) | $ (365,473) | $ (386,158) | $ (377,092) | $ (664,206) | $ (377,092) |
Other comprehensive income (loss) before reclassifications | (896) | 742 | (1,327) | 1,037 | 1,074 | (534) | ||
Amounts reclassified from accumulated other comprehensive income | 2 | |||||||
Total other comprehensive (loss)/income | (896) | 742 | (1,327) | 1,037 | 1,076 | (534) | (1,481) | 1,579 |
Ending balance | (15,890) | (38,150) | (177,896) | (343,270) | (365,473) | (386,158) | (15,890) | (343,270) |
Accumulated Other Comprehensive Income/(Loss) | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | 1,870 | 1,128 | 2,455 | 434 | (642) | (108) | 2,455 | (108) |
Total other comprehensive (loss)/income | (896) | 742 | (1,327) | 1,037 | 1,076 | (534) | ||
Ending balance | 974 | 1,870 | 1,128 | 1,471 | 434 | (642) | 974 | 1,471 |
Accumulated Foreign Currency Adjustment Attributable to Parent | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | 1,847 | 1,059 | 2,341 | 130 | (540) | (187) | 2,341 | (187) |
Other comprehensive income (loss) before reclassifications | (861) | 788 | (1,282) | 1,145 | 670 | (353) | ||
Amounts reclassified from accumulated other comprehensive income | 0 | |||||||
Total other comprehensive (loss)/income | (861) | 788 | (1,282) | 1,145 | 670 | (353) | ||
Ending balance | 986 | 1,847 | 1,059 | 1,275 | 130 | (540) | 986 | 1,275 |
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Parent | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | 23 | 69 | 114 | 304 | (102) | 79 | 114 | 79 |
Other comprehensive income (loss) before reclassifications | (35) | (46) | (45) | (108) | 404 | (181) | ||
Amounts reclassified from accumulated other comprehensive income | 2 | |||||||
Total other comprehensive (loss)/income | (35) | (46) | (45) | (108) | 406 | (181) | ||
Ending balance | $ (12) | $ 23 | $ 69 | $ 196 | $ 304 | $ (102) | $ (12) | $ 196 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | May 19, 2021shares | May 09, 2021shares | Apr. 15, 2021USD ($)tranchedayinstallmenttarget$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Aug. 22, 2017USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / shares | Aug. 24, 2020$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Proceeds from exercise of stock options | $ 4,196 | $ 768 | |||||||||||||
Stock-based compensation | $ 23,734 | $ 7,653 | 284,099 | 22,823 | |||||||||||
Stock compensation capitalized | 240 | 128 | |||||||||||||
Property and equipment, net | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock compensation capitalized | 198 | 58 | 240 | 128 | |||||||||||
General and administrative | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock-based compensation | $ 12,796 | $ 1,047 | $ 254,727 | $ 4,482 | |||||||||||
Restricted stock units | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vesting period (in years) | 4 years | ||||||||||||||
Equity Instruments other than options, grants (in shares) | shares | 198,978 | 473,541 | 726,673 | ||||||||||||
Weighted-average fair value of share units vested | $ 9,672 | $ 66,247 | |||||||||||||
Unrecognized compensation costs, excluding options | $ 158,947 | $ 158,947 | $ 158,947 | $ 158,947 | |||||||||||
Unrecognized compensation costs, period for recognition (in years) | 2 years 10 months 24 days | ||||||||||||||
Reacquired shares in order to satisfy employee tax withholding (in shares) | shares | 95,248 | 612,457 | |||||||||||||
Reacquired shares in order to satisfy employee tax withholding | $ 4,142 | $ 29,877 | |||||||||||||
Equity instruments other than options, vested in period (in shares) | shares | 222,108 | 607,038 | 525,920 | ||||||||||||
Weighted average grant price (in USD per share) | $ / shares | $ 27.53 | $ 32.04 | $ 31.28 | $ 27.53 | $ 32.04 | $ 32.04 | $ 32.04 | $ 21.27 | |||||||
Equity instruments other than options, grant date fair value (USD per share) | $ / shares | $ 45.91 | $ 56.03 | $ 63.73 | ||||||||||||
Restricted stock units | Tock | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vesting period (in years) | 3 years | ||||||||||||||
Unrecognized compensation costs, excluding options | $ 30,000 | $ 30,000 | |||||||||||||
Unrecognized compensation costs, period for recognition (in years) | 3 years | ||||||||||||||
Weighted average grant price (in USD per share) | $ / shares | $ 68.42 | $ 68.42 | |||||||||||||
Restricted stock units | General and administrative | Tock | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock-based compensation | $ 2,408 | $ 4,817 | |||||||||||||
Restricted stock units | Class C Common Stock | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vesting period (in years) | 3 years | ||||||||||||||
Restricted stock units | Class C Common Stock | Tock | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Shares issued in period in relation to Tock shareholders (in shares) | shares | 438,468 | ||||||||||||||
2008 Equity Incentive Plan | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock option grants (in shares) | shares | 0 | ||||||||||||||
Stock option exercises (in shares) | shares | 194,360 | 83,838 | 3,170,597 | 402,526 | |||||||||||
Proceeds from exercise of stock options | $ 630 | $ 141 | $ 4,196 | $ 768 | |||||||||||
2017 Equity Incentive Plan | Restricted stock units | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Equity Instruments other than options, grants (in shares) | shares | 0 | ||||||||||||||
2021 Equity Incentive Plan | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Class A common shares available for issuance (in shares) | shares | 19,250,000 | 19,250,000 | |||||||||||||
2021 Equity Incentive Plan | Restricted stock units | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Equity Instruments other than options, grants (in shares) | shares | 672,519 | ||||||||||||||
Executive Restricted Stock Grant | Restricted stock | Class B Common Stock | Chief Executive Officer | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Equity Instruments other than options, grants (in shares) | shares | 4,460,858 | ||||||||||||||
Equity instruments other than options, grant date fair value | $ 27,434 | ||||||||||||||
Shares to be forfeited, term (in years) | 3 years 6 months | ||||||||||||||
Share value on modification date (in USD per share) | $ / shares | $ 51.40 | ||||||||||||||
Equity instruments other than options, vested in period (in shares) | shares | 4,460,858 | ||||||||||||||
Executive Restricted Stock Grant | Restricted stock | Class B Common Stock | General and administrative | Chief Executive Officer | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock-based compensation | $ 229,288 | ||||||||||||||
Casalena Performance Award | General and administrative | Chief Executive Officer | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock-based compensation | $ 8,762 | $ 16,009 | |||||||||||||
Casalena Performance Award | Restricted stock units | Class A Common Stock | Chief Executive Officer | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Equity Instruments other than options, grants (in shares) | shares | 2,750,000 | ||||||||||||||
Equity instruments other than options, grant date fair value | $ 83,534 | ||||||||||||||
Number of equal tranches | tranche | 10 | ||||||||||||||
Number of increasing price targets | target | 10 | ||||||||||||||
Number of consecutive calendar day periods | day | 30 | ||||||||||||||
Number of equal installments | installment | 4 | ||||||||||||||
Service vesting condition (in years) | 4 years | ||||||||||||||
Equity instruments other than options, grant date fair value (USD per share) | $ / shares | $ 30.38 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of RSU Activity (Details) - Restricted stock units - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Number of RSUs | ||||
RSUs outstanding beginning balance (in shares) | 5,298,775 | 5,558,305 | 5,441,475 | 5,441,475 |
RSUs granted (in shares) | 198,978 | 473,541 | 726,673 | |
RSUs vested (in shares) | (222,108) | (607,038) | (525,920) | |
RSUs forfeited and cancelled (in shares) | (118,181) | (126,033) | (83,923) | |
RSUs outstanding ending balance (in shares) | 5,157,464 | 5,298,775 | 5,558,305 | 5,157,464 |
Weighted Average Grant Date Fair Value Per RSU | ||||
RSUs outstanding, weighted average grant date fair value beginning balance (USD per share) | $ 31.28 | $ 27.53 | $ 21.27 | $ 21.27 |
RSUs granted, weighted average grant date fair value (USD per share) | 45.91 | 56.03 | 63.73 | |
RSUs vested, weighted average grant date fair value (USD per share) | 27.12 | 17.13 | 17.47 | |
RSUs forfeited and cancelled, weighted average grant date fair value (USD per share) | 30.57 | 26.32 | 24.72 | |
RSUs outstanding, weighted average grant date fair value ending balance (USD per share) | $ 32.04 | $ 31.28 | $ 27.53 | $ 32.04 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Price Targets (Details) - Restricted stock units - Casalena Performance Award - Chief Executive Officer | Sep. 30, 2021$ / sharesshares |
$105.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Company Stock Price Target (USD per share) | $ / shares | $ 105 |
Cumulative Number of Shares of Vest (in shares) | shares | 275,000 |
$140.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Company Stock Price Target (USD per share) | $ / shares | $ 140 |
Cumulative Number of Shares of Vest (in shares) | shares | 550,000 |
$175.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Company Stock Price Target (USD per share) | $ / shares | $ 175 |
Cumulative Number of Shares of Vest (in shares) | shares | 825,000 |
$210.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Company Stock Price Target (USD per share) | $ / shares | $ 210 |
Cumulative Number of Shares of Vest (in shares) | shares | 1,100,000 |
$245.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Company Stock Price Target (USD per share) | $ / shares | $ 245 |
Cumulative Number of Shares of Vest (in shares) | shares | 1,375,000 |
$280.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Company Stock Price Target (USD per share) | $ / shares | $ 280 |
Cumulative Number of Shares of Vest (in shares) | shares | 1,650,000 |
$315.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Company Stock Price Target (USD per share) | $ / shares | $ 315 |
Cumulative Number of Shares of Vest (in shares) | shares | 1,925,000 |
$350.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Company Stock Price Target (USD per share) | $ / shares | $ 350 |
Cumulative Number of Shares of Vest (in shares) | shares | 2,200,000 |
$385.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Company Stock Price Target (USD per share) | $ / shares | $ 385 |
Cumulative Number of Shares of Vest (in shares) | shares | 2,475,000 |
$420.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Company Stock Price Target (USD per share) | $ / shares | $ 420 |
Cumulative Number of Shares of Vest (in shares) | shares | 2,750,000 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 23,734 | $ 7,653 | $ 284,099 | $ 22,823 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 440 | 202 | 1,095 | 568 |
Research and product development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 8,782 | 5,522 | 23,820 | 15,468 |
Marketing and sales | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 1,716 | 882 | 4,457 | 2,305 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 12,796 | $ 1,047 | $ 254,727 | $ 4,482 |
Stock-based Compensation - Shar
Stock-based Compensation - Shares Available for Future Grants (Details) - shares | May 09, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Restricted stock units | |||||
Shares Available for Future Grant under Equity Incentive Plans | |||||
Granted (in shares) | (198,978) | (473,541) | (726,673) | ||
Reacquired shares in order to satisfy employee tax withholding (in shares) | 95,248 | 612,457 | |||
2008 and 2017 Equity Incentive Plan | |||||
Shares Available for Future Grant under Equity Incentive Plans | |||||
Beginning balance (in shares) | 5,982,864 | 8,359,104 | 8,728,327 | 8,728,327 | |
Granted (in shares) | (726,673) | ||||
Forfeited and Expired (in shares) | 118,181 | 126,640 | 87,361 | ||
Reacquired shares in order to satisfy employee tax withholding (in shares) | 95,248 | 247,120 | 270,089 | ||
Ending balance (in shares) | 6,196,293 | 5,982,864 | 8,359,104 | 6,196,293 | |
2008 and 2017 Equity Incentive Plan | Chief Executive Officer | |||||
Shares Available for Future Grant under Equity Incentive Plans | |||||
Granted (in shares) | (2,750,000) | ||||
2021 Equity Incentive Plan | |||||
Shares Available for Future Grant under Equity Incentive Plans | |||||
Beginning balance (in shares) | 0 | 0 | |||
Class A common shares available for issuance (in shares) | 19,250,000 | 19,250,000 | |||
Ending balance (in shares) | 18,577,481 | 18,577,481 | |||
2021 Equity Incentive Plan | Restricted stock units | |||||
Shares Available for Future Grant under Equity Incentive Plans | |||||
Granted (in shares) | (672,519) |
Related Party Transactions (Det
Related Party Transactions (Details) - Senior Management of Acquired Company $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 196 | $ 347 |
Funds due to customers, related parties | $ 2,637 | $ 2,637 |
Net Income_(Loss) per Share A_3
Net Income/(Loss) per Share Attributable to Class A, Class B and Class C Common Stockholders - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net income/(loss) | $ 2,839 | $ (234,532) | $ (1,146) | $ 17,924 | $ 18,539 | $ (10,132) | $ (232,839) | $ 26,331 |
Less: accretion of redeemable convertible preferred stock to redemption value | 0 | (1,225) | (969) | (3,602) | ||||
Less: undistributed earnings to participating securities | 0 | (13,736) | 0 | (18,742) | ||||
Net income/(loss) attributable to Class A, Class B, and Class C common stockholders, basic | 2,839 | 2,963 | (233,808) | 3,987 | ||||
Add: reallocation of net income attributable to participating securities | 0 | 878 | 0 | 1,098 | ||||
Net income/(loss) attributable to Class A, Class B, and Class C common stockholders, dilutive | $ 2,839 | $ 3,841 | $ (233,808) | $ 5,085 | ||||
Denominator: | ||||||||
Weighted-average shares used in computing net income/(loss) per share attributable to Class A, Class B and Class C common stockholders, basic (in shares) | 75,580,940 | 22,535,791 | 80,746,637 | 22,221,531 | ||||
Effect of dilutive securities (in shares) | 4,626,138 | 8,665,952 | 0 | 7,881,623 | ||||
Weighted-average shares used in computing net income/(loss) per share attributable to Class A, Class B and Class C common stockholders, diluted (in shares) | 80,207,078 | 31,201,743 | 80,746,637 | 30,103,154 | ||||
Net income/(loss) per share attributable to Class A, Class B and Class C common stockholders, basic (in dollars per share) | $ 0.04 | $ 0.13 | $ (2.90) | $ 0.18 | ||||
Net income/(loss) per share attributable to Class A, Class B and Class C common stockholders, diluted (in dollars per share) | $ 0.04 | $ 0.12 | $ (2.90) | $ 0.17 |
Net Income_(Loss) per Share A_4
Net Income/(Loss) per Share Attributable to Class A, Class B and Class C Common Stockholders - Schedule of Potentially Dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,406,837 | 136,402 | 7,637,180 | 59,752 |
Outstanding stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 2,041,248 | 0 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,406,837 | 136,402 | 5,595,932 | 59,752 |