Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 15, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,700,000 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement relating to the Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001496963 | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 90,901,745 | ||
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 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | New York, New York |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 203,247 | $ 57,891 |
Restricted cash | 30,433 | 0 |
Investment in marketable securities | 31,456 | 37,462 |
Accounts receivable | 7,969 | 7,516 |
Due from vendors | 1,828 | 0 |
Prepaid expenses and other current assets | 67,099 | 37,384 |
Total current assets | 342,032 | 140,253 |
Property and equipment, net | 52,839 | 49,249 |
Deferred income taxes | 0 | 7,773 |
Goodwill | 435,601 | 83,171 |
Intangible assets, net | 60,138 | 18,868 |
Other assets | 8,939 | 7,452 |
Total assets | 899,549 | 306,766 |
Current liabilities: | ||
Accounts payable | 26,533 | 16,758 |
Accrued liabilities | 60,861 | 46,779 |
Deferred revenue | 233,999 | 210,392 |
Funds payable to customers | 30,137 | 0 |
Debt, current portion | 13,586 | 13,586 |
Deferred rent and lease incentives, current portion | 2,095 | 1,197 |
Total current liabilities | 367,211 | 288,712 |
Debt, non-current portion | 513,047 | 525,752 |
Deferred rent and lease incentives, non-current portion | 32,348 | 24,856 |
Other liabilities | 422 | 262 |
Total liabilities | 913,028 | 839,582 |
Commitments and contingencies (see Note 13) | ||
Redeemable convertible preferred stock, par value of $0.0001; zero and 118,117,738 shares authorized as of December 31, 2021 and 2020, respectively; zero and 104,446,332 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 0 | 131,390 |
Preferred stock, par value of $0.0001; 100,000,000 and zero shares authorized as of December 31, 2021 and 2020, respectively; zero shares issued and outstanding as of December 31, 2021 and 2020, respectively | 0 | 0 |
Stockholders’ deficit: | ||
Additional paid in capital | 911,570 | 9,043 |
Accumulated other comprehensive (loss)/income | (208) | 2,455 |
Accumulated deficit | (924,855) | (675,706) |
Total stockholders’ deficit | (13,479) | (664,206) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 899,549 | 306,766 |
Class A common stock, par value of $0.0001; 1,000,000,000 and 159,000,000 shares authorized as of December 31, 2021 and 2020, respectively; 90,826,625 and 8,903,770 shares issued and outstanding as of December 31, 2021 and 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 December 31, 2021 and 2020, respectively; 48,344,755 and 14,368,532 shares issued and outstanding as of December 31, 2021 and 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 December 31, 2021 and 2020, respectively; zero shares issued and outstanding as of December 31, 2021 and 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 December 31, 2021 and 2020, respectively; zero shares issued and outstanding as of December 31, 2021 and 2020, respectively | ||
Stockholders’ deficit: | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 December 31, 2021 and 2020, respectively; 90,826,625 and 8,903,770 shares issued and outstanding as of December 31, 2021 and 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) | 90,826,625 | 8,903,770 |
Common stock, outstanding (in shares) | 90,826,625 | 8,903,770 |
Class B common stock, par value of $0.0001; 100,000,000 and 93,782,222 shares authorized as of December 31, 2021 and 2020, respectively; 48,344,755 and 14,368,532 shares issued and outstanding as of December 31, 2021 and 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 December 31, 2021 and 2020, respectively; zero shares issued and outstanding as of December 31, 2021 and 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 December 31, 2021 and 2020, respectively; zero shares issued and outstanding as of December 31, 2021 and 2020, respectively | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 0 | 0 |
Common stock, outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 784,038 | $ 621,149 | $ 484,751 |
Cost of revenue | 126,631 | 98,337 | 81,910 |
Gross profit | 657,407 | 522,812 | 402,841 |
Operating expenses: | |||
Research and product development | 190,371 | 167,906 | 107,645 |
Marketing and sales | 339,965 | 260,039 | 184,278 |
General and administrative | 367,945 | 54,647 | 49,578 |
Total operating expenses | 898,281 | 482,592 | 341,501 |
Operating (loss)/income | (240,874) | 40,220 | 61,340 |
Interest expense | (11,081) | (10,043) | (1,080) |
Other income/(loss), net | 6,631 | (7,678) | 3,815 |
(Loss)/income before (provision for)/benefit from income taxes | (245,324) | 22,499 | 64,075 |
(Provision for)/benefit from income taxes | (3,825) | 8,089 | (5,923) |
Net (loss)/income | (249,149) | 30,588 | 58,152 |
Less: accretion of redeemable convertible preferred stock to redemption value | (969) | (4,844) | (5,340) |
Less: deemed dividends upon repurchase of redeemable convertible preferred stock | 0 | 0 | (311,610) |
Less: declared dividends to preferred shareholders | 0 | (278,454) | 0 |
Net loss attributable to Class A, Class B and Class C common stockholders, basic | (250,118) | (252,710) | (258,798) |
Net loss attributable to Class A, Class B and Class C common stockholders, dilutive | $ (250,118) | $ (252,710) | $ (258,798) |
Net loss per share attributable to Class A , Class B and Class C common stockholders, basic (in dollars per share) | $ (2.60) | $ (14.10) | $ (14.91) |
Net loss per share attributable to Class A , Class B and Class C common stockholders, dilutive (in dollars per share) | $ (2.60) | $ (14.10) | $ (14.91) |
Weighted-average shares used in computing net loss per share attributable to Class A , Class B, Class C stockholders, basic (in shares) | 96,234,381 | 17,917,236 | 17,354,458 |
Weighted-average shares used in computing net loss per share attributable to Class A , Class B, Class C stockholders, dilutive(in shares) | 96,234,381 | 17,917,236 | 17,354,458 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss)/income | $ (249,149) | $ 30,588 | $ 58,152 |
Other comprehensive (loss)/income: | |||
Foreign currency translation adjustment | (2,511) | 2,528 | (86) |
Unrealized (loss)/gain on marketable securities, net of income taxes | (152) | 35 | 134 |
Total other comprehensive (loss)/income | (2,663) | 2,563 | 48 |
Total comprehensive (loss)/income | $ (251,812) | $ 33,151 | $ 58,200 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Tender Offer Repurchase | Investor Repurchase | Class A Common Stock | Class B Common Stock | Common StockClass A Common Stock | Common StockClass A Common StockTender Offer Repurchase | Common StockClass A Common StockInvestor Repurchase | Common StockClass B Common Stock | Common StockClass B Common StockTender Offer Repurchase | Common StockClass B Common StockInvestor Repurchase | Common StockClass C Common Stock | Additional Paid in Capital | Additional Paid in CapitalTender Offer Repurchase | Accumulated Other Comprehensive (Loss)/Income | Accumulated Deficit | Accumulated DeficitTender Offer Repurchase | Accumulated DeficitInvestor Repurchase |
Temporary equity, beginning balance (in shares) at Dec. 31, 2018 | 118,117,738 | |||||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2018 | $ 144,819 | |||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Investor repurchase and share retirement (in shares) | (13,671,406) | |||||||||||||||||
Investor repurchase and share retirement | $ (23,613) | |||||||||||||||||
Accretion of redeemable convertible preferred stock | $ 5,340 | |||||||||||||||||
Temporary equity, ending balance (in shares) at Dec. 31, 2019 | 104,446,332 | |||||||||||||||||
Temporary equity, ending balance at Dec. 31, 2019 | $ 126,546 | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 8,030,251 | 13,359,956 | 0 | |||||||||||||||
Beginning balance at Dec. 31, 2018 | (78,065) | $ 1 | $ 1 | $ 0 | $ 3,187 | $ (156) | $ (81,098) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Stock based compensation | $ 18,321 | 18,321 | ||||||||||||||||
Stock option exercises (in shares) | 2,481,266 | 2,481,266 | ||||||||||||||||
Stock option exercises | $ 3,982 | 3,982 | ||||||||||||||||
Vested RSUs converted to common shares (in shares) | 385,735 | |||||||||||||||||
Repurchase of Class A common stock and retirement (in shares) | (184,779) | (34,104) | (11,478) | (1,779,290) | (591,177) | |||||||||||||
Repurchase of Class A common stock and retirement | (3,340) | $ (44,463) | $ (326,387) | (3,340) | $ (15,614) | $ (28,849) | $ (326,387) | |||||||||||
Accretion of redeemable convertible preferred stock | (5,340) | (5,340) | ||||||||||||||||
Net (loss)/income | 58,152 | 58,152 | ||||||||||||||||
Total impact on comprehensive income, net of taxes | 48 | 48 | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 8,185,625 | 13,470,755 | 0 | |||||||||||||||
Ending balance at Dec. 31, 2019 | (377,092) | $ 1 | $ 1 | $ 0 | 1,196 | (108) | (378,182) | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Accretion of redeemable convertible preferred stock | $ 4,844 | |||||||||||||||||
Temporary equity, ending balance (in shares) at Dec. 31, 2020 | 104,446,332 | |||||||||||||||||
Temporary equity, ending balance at Dec. 31, 2020 | $ 131,390 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Stock based compensation | $ 31,417 | 31,417 | ||||||||||||||||
Stock option exercises (in shares) | 897,777 | 897,777 | ||||||||||||||||
Stock option exercises | $ 1,435 | 1,435 | ||||||||||||||||
Vested RSUs converted to common shares (in shares) | 1,366,242 | |||||||||||||||||
Repurchase of Class A common stock and retirement (in shares) | (648,097) | |||||||||||||||||
Repurchase of Class A common stock and retirement | (20,161) | (20,161) | ||||||||||||||||
Accretion of redeemable convertible preferred stock | (4,844) | (4,844) | ||||||||||||||||
Dividend declared | (328,112) | (328,112) | ||||||||||||||||
Net (loss)/income | 30,588 | 30,588 | ||||||||||||||||
Total impact on comprehensive income, net of taxes | 2,563 | 2,563 | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 8,903,770 | 14,368,532 | 0 | |||||||||||||||
Ending balance at Dec. 31, 2020 | (664,206) | $ 1 | $ 1 | $ 0 | 9,043 | 2,455 | (675,706) | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Accretion of redeemable convertible preferred stock | $ 969 | |||||||||||||||||
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 Dec. 31, 2021 | 0 | |||||||||||||||||
Temporary equity, ending balance at Dec. 31, 2021 | $ 0 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Stock based compensation | $ 308,304 | 308,304 | ||||||||||||||||
Stock option exercises (in shares) | 3,326,356 | 1,551,185 | 1,775,171 | |||||||||||||||
Stock option exercises | $ 4,760 | 4,760 | ||||||||||||||||
Vested RSUs converted to common shares (in shares) | 1,661,752 | |||||||||||||||||
Repurchase of Class A common stock and retirement (in shares) | (737,715) | |||||||||||||||||
Repurchase of Class A common stock and retirement | (34,503) | (34,503) | ||||||||||||||||
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 common stock to Class A common stock in connection with the direct listing (in shares) | 17,382,845 | (17,382,845) | 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) | |||||||||||||||
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 (loss)/income | (249,149) | (249,149) | ||||||||||||||||
Total impact on comprehensive income, net of taxes | (2,663) | (2,663) | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 90,826,625 | 48,344,755 | 0 | |||||||||||||||
Ending balance at Dec. 31, 2021 | $ (13,479) | $ 9 | $ 5 | $ 0 | $ 911,570 | $ (208) | $ (924,855) |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
OPERATING ACTIVITIES: | |||
Net (loss)/income | $ (249,149) | $ 30,588 | $ 58,152 |
Adjustments to reconcile net (loss)/income to net cash provided by operating activities: | |||
Depreciation and amortization | 32,720 | 21,703 | 18,309 |
Stock-based compensation | 307,924 | 31,254 | 17,975 |
Deferred income taxes | 3,196 | (4,852) | (4,018) |
Other | 1,181 | 2,437 | (310) |
Changes in operating assets and liabilities: | |||
Accounts receivable and due from vendors | 712 | (2,936) | (133) |
Prepaid expenses and other current assets | (35,423) | 8,659 | (17,910) |
Accounts payable and accrued liabilities | 14,525 | 27,115 | 987 |
Deferred revenue | 29,364 | 40,104 | 30,347 |
Funds payable to customers | 10,726 | 0 | 0 |
Deferred rent and lease incentives | 8,418 | 1,199 | 200 |
Other operating assets and liabilities | (1,037) | (5,241) | (1,266) |
Net cash provided by operating activities | 123,157 | 150,030 | 102,333 |
INVESTING ACTIVITIES: | |||
Proceeds from the sale and maturities of marketable securities | 34,155 | 148,762 | 174,583 |
Purchases of marketable securities | (28,694) | (109,966) | (145,850) |
Purchase of property and equipment | (11,021) | (4,712) | (8,217) |
Cash paid for acquisitions, net of acquired cash | (202,170) | 0 | (95,744) |
Other | 0 | 178 | (95) |
Net cash (used in)/provided by investing activities | (207,730) | 34,262 | (75,323) |
FINANCING ACTIVITIES: | |||
Borrowings on term loan | 0 | 197,325 | 349,100 |
Payment of debt issuance costs | 0 | 0 | (938) |
Principal payments on debt | (13,586) | (6,563) | (556) |
Contingent consideration paid for acquisition | 0 | (15,000) | 0 |
Taxes paid related to net share settlement of equity awards | (34,503) | (20,161) | (3,340) |
Proceeds from issuance of Class C (authorized on March 15, 2021) common stock, net of issuance costs | 304,409 | 0 | 0 |
Dividends paid | (367) | (327,745) | 0 |
Proceeds from exercise of stock options | 4,760 | 1,435 | 4,370 |
Payments for Tender Offer | 0 | 0 | (44,463) |
Payments for Investor Repurchase | 0 | 0 | (350,000) |
Net cash provided by/(used in) financing activities | 260,713 | (170,709) | (45,827) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (351) | 659 | (171) |
Net increase/(decrease) in cash, cash equivalents and restricted cash | 175,789 | 14,242 | (18,988) |
Cash, cash equivalents and restricted cash at the beginning of the period | 57,891 | 43,649 | 62,637 |
Cash, cash equivalents and restricted cash at the end of the period | 233,680 | 57,891 | 43,649 |
Cash and cash equivalents | 203,247 | 57,891 | 43,649 |
Restricted cash | 30,433 | 0 | 0 |
Cash, cash equivalents and restricted cash at the end of the period | 233,680 | 57,891 | 43,649 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW | |||
Cash paid during the year for interest | 10,251 | 9,429 | 603 |
Cash paid during the year for income taxes, net of refunds | 1,929 | 6,580 | 13,265 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Purchases of property and equipment included in accounts payable and accrued liabilities | 1,994 | 104 | 293 |
Purchases of property and equipment included in prepaid expenses and other current assets | 3,463 | 0 | 0 |
Dividends declared included in accrued liabilities | 0 | 367 | 0 |
Capitalized stock-based compensation | 380 | 163 | 346 |
Payment withheld on acquisition | $ 0 | $ 0 | $ 14,376 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 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 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. See “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 year ended December 31, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The Company’s 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. Functional Currency As of December 31, 2021, the Company had two operational international subsidiaries, Squarespace Ireland Limited ("Limited") and Videolicious Poland sp. z.o.o. ("Videolicious Poland") based in Ireland and Poland, respectively. The functional currency of these subsidiaries is their local currency. Assets and liabilities are translated into U.S. dollars at exchange rates in effect on the balance sheet date. Retained earnings and other equity items are translated at historical rates, and revenue and expense items are translated at weighted average exchange rates for the period. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income/(loss) in stockholders’ deficit with the majority of the adjustments derived from Limited. Foreign currency impact on the statement of cash flows is translated to U.S. dollars using average exchange rates for the period, which approximates the timing of cash flows. The Company reports the effect of exchange rate changes on cash, cash equivalents, and restricted cash balances held in foreign currencies as a separate item in the reconciliation of the changes in cash, cash equivalents, and restricted cash during the period. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are re-measured at period-end using the period-end exchange rate. Gains and losses resulting from remeasurement are recorded in other income/(loss), net in the consolidated statement of operations. Transaction gains/(losses) for the years ended December 31, 2021, 2020 and 2019 were $6,356, $(8,826) and $1,241, respectively. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. 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. Actual results could differ from those estimates. 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 grant date fair value of stock-based awards; and (iv) the recoverability and related 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 December 31, 2021, the Company had 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. Operating Segments and Reporting Units Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), who makes decisions about allocating resources and assessing performance. The Company defines its CODM as its Chief Executive Officer (“CEO”). An operating segment is determined to be a reporting unit if all of its components are similar or if it consists of a single component. A component consists of a business within the operating segment for which discrete financial information is available with a level of segment management that regularly reviews the operating results of that component. The Company’s business operates in one operating segment, with one component, as substantially all of the Company’s offerings operate on a single platform, and all offerings are deployed in an identical way with the CODM evaluating the Company’s financial information, resources and performance of these resources on a consolidated basis. As the Company operates in one operating segment, with one reporting unit, all required financial segment information can be found in the consolidated financial statements. As of December 31, 2021 and 2020, the Company did not have material long-lived assets located outside of the United States. 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 three financial institutions. The Company has not experienced any concentration losses related to its cash, cash equivalents and marketable securities to date. As of December 31, 2021 and 2020, no single customer accounted for more than 10% of the Company’s accounts receivable. For the years ended December 31, 2021, 2020 and 2019 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. 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 obligation to hold such cash as restricted, the diner prepayments are included in restricted cash in the consolidated balance sheet as of December 31, 2021. In addition, the Company recognizes the liability due to restaurant customers in funds payable to customers and the associated sales tax payable in accrued liabilities in the consolidated balance sheet as of December 31, 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 consolidated balance sheet as of December 31, 2021. The following table represents the assets and liabilities related to payment processing transactions: December 31, 2021 December 31, 2020 Restricted cash $ 30,433 $ — Due from vendors 1,828 — Total payment processing assets 32,261 — Funds payable to customers (30,137) — Sales tax payable (2,124) Total payment processing liabilities (32,261) — Total payment processing transactions, net $ — $ — See “Note 4. Acquisitions” for further information on the acquisition of Tock. Investment in Marketable Securities The Company classifies its investment in marketable securities as available for sale securities which are stated at fair value, as determined by quoted market prices. Unrealized gains and losses are reported in accumulated other comprehensive (loss)/income. Unrealized losses are evaluated for impairment and those considered other than temporary impaired are recorded as a charge to other income/(loss), net in the consolidated statement of operations. Subsequent gains or losses realized upon redemption or sale of these securities in excess or below their adjusted cost basis are also recorded as other income/(loss), net in the consolidated statement of operations. The cost of securities sold is based upon the specific identification method. The Company considers all of its investment in marketable securities, irrespective of the maturity date, as available for use in current operations, and therefore classifies these securities within current assets in the consolidated balance sheets. 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. See “Note 6. Fair Value of Financial Instruments” for further information. Accounts Receivable Accounts receivable consists of receivables from third-party credit card processors and other trade receivables. Accounts receivable are recorded at the invoiced amount and do not bear interest. There was no allowance for doubtful accounts as of December 31, 2021 and 2020. Property and Equipment, net Property and equipment is carried at cost and is depreciated over its estimated useful life using the straight-line method beginning on the date the asset is placed in service. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life. The Company regularly evaluates the estimated remaining useful lives of its property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Cost and the related accumulated depreciation and amortization are deducted from property and equipment, net in the consolidated balance sheets upon retirement. Maintenance and repairs are charged to expense when incurred. Capitalized Software Development Costs The Company capitalizes certain software development costs, including employee-related expenses such as salaries and stock-based compensation, incurred in connection with adding functionality to its platform, as well as internal-use projects during the application development stage. These costs are amortized on a straight-line basis over an estimated useful life of three years. Software development costs incurred during planning and maintenance and minor upgrades and enhancements of software without additional functionality are expensed as incurred. 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 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 (e.g., from customer relationships or 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. Transaction costs are expensed as incurred. 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. In conducting the annual impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, a quantitative assessment is performed and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the implied fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. The Company’s analyses did not indicate impairment of goodwill during the years ended December 31, 2021, 2020 and 2019. 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. Long-Lived Assets Long-lived assets or asset groups are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be fully recoverable. Upon occurrence, recoverability is measured by comparing the sum of the undiscounted expected future cash flows the asset or asset group is expected to generate to its carrying amount. If the carrying amount of the asset exceeds its undiscounted expected future cash flows, an impairment loss is recognized in the amount of the excess of the carrying amount over the fair value of the asset. Any write-downs are treated as permanent reductions in the carrying amount of the respective asset. There were no material impairments of long-lived assets recorded during the years ended December 31, 2021, 2020 and 2019. Leases The Company categorizes leases at their inception as either operating or capital leases. In the ordinary course of business, the Company enters into long term operating leases for office space. The Company’s headquarters is located in New York, New York. The Company also has office leases in Portland, Oregon, Los Angeles, California, Chicago, Illinois, and Dublin, Ireland, all of which have varying commencement and expiration dates. The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred, but not paid. Any related lease incentives are recorded as a reduction in rent expense on a straight-line basis over the lease term. The Company classifies deferred rent and lease incentives as current based on the rent expense that will be recognized during the succeeding twelve-month period from the balance sheet date. All other deferred rent and lease incentives are recorded as non-current in the consolidated balance sheets. The Company recognizes any sublease rental income on a straight-line basis as an offset to rent expense. Revenue Recognition 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 the Company’s customers’ sites. Revenue is recognized when control of the promised services is transferred to the customer, in an amount reflecting the consideration the Company expects to be entitled to in exchange for those services. Revenue is recognized net of expected refunds and any sales or indirect taxes collected from customers, which are subsequently remitted to governmental authorities. The Company typically receives payment at the time of sale and its customer arrangements do not include a significant financing component. The majority of the Company’s customer arrangements and the period between customer payment and transfer of control of the service is expected to be one year or less. Payments received in advance of transfer of control or satisfaction of the related performance obligation are recorded as deferred revenue with the aggregate amount representing the transaction price allocated to those performance obligations that are partially or fully unsatisfied. Subscription plans automatically renew unless advance notice is provided to the Company. Arrangements with the Company’s customers do not represent a license and do not provide the customer with the right to take possession of the software supporting the Company’s SaaS-based technology platform or products at any time. The Company determines revenue recognition through the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, the Company satisfies a performance obligation. Subscription and domain managed services revenues are generally recognized over-time with the exception of cases where the Company acts as a reseller of third-party software solutions. The Company has determined that subscriptions represent a stand-ready obligation to perform over the subscription term. These performance obligations are satisfied over time as the customer simultaneously receives and consumes the benefits. Subscription revenues related to third-party software solutions are recognized on a net basis, at a point in time. The Company determined that it satisfies its performance obligation by facilitating the transfer between the customer and the third-party developer. Domain managed services revenue consists of consideration received from customers in exchange for domain registration and management services. The Company recognizes consideration received from domain managed services on a gross basis over the subscription term since the Company is obligated to manage its customers’ domains over a contractual period, which is typically one year. Revenue associated with non-subscription offerings is primarily recognized at a point in time. Included in non-subscription revenue are revenue share arrangements with third-party payment processors and business applications (together “Commerce Partners”). Consideration received from reseller arrangements with its Commerce Partners is recognized at a point in time as the Company is acting as an agent and facilitating the sale of products between its customers and third parties. The Company also earns transaction fee revenue based on a fixed-fee of gross merchandise value (“GMV”) processed on the Company’s Business plan and for certain hospitality offerings. GMV represents the total dollar value of orders processed through the Company’s platform in the period, net of refunds and fraudulent orders. In addition, non-subscription revenue includes processing fees earned in exchange for use of certain hospitality services. These transaction and processing fee revenues are recognized at a point in time, when the sale has been completed. Performance Obligations Certain customer arrangements include multiple performance obligations which consist of access or use of some or all of the Company’s products. For arrangements that include multiple performance obligations, the transaction price to each of the underlying performance obligations is allocated based on its relative stand-alone selling price (“SSP”) and other factors. The Company determines SSP based on the price at which the distinct service is sold separately. If the SSP is not observable through past transactions, the Company estimates the SSP by taking into account available information such as market conditions, internally approved pricing and cost-plus expected margin guidelines related to the performance obligations. For new customers, the Company offers certain products free of charge for the first year. The Company has determined that this offer is a material right and accordingly, the transaction price is allocated to these performance obligations and recognized as the respective performance obligation is satisfied. Revenue by Product Type The following summarizes the Company’s revenue recognition policy for its disaggregated product types: 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 as well as 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, scheduling and hospitality tools. Non-subscription revenue is derived from fixed-fees earned on revenue share arrangements with commerce partners as well as fixed transaction fees earned on GMV processed through Business plan sites and certain hospitality offerings. Commerce revenue also includes payment processing fees for use of the Company’s hospitality services. Assets Recognized from Contract Costs The Company capitalizes customer arrangement origination costs related to affiliate fees on customer referrals (“referral fees”), costs related to fees on sales of the Company’s social media tools on third-party platforms (“app fees”) and commissions paid to internal sales personnel relating to customer contracts for the Company's hospitality services ("sales commissions"). Amounts expected to be recognized within one year of the balance sheet date are recorded as prepaid expenses and other current assets, with the remaining portion recorded as other assets in the consolidated balance sheets. Capitalized referral, app fees and sales commissions are considered to be incremental and recoverable costs of obtaining a contract with a customer. Referral fees and sales commissions are deferred and amortized on a straight-line basis over the future benefit period of approximately two to four years and are included within marketing and sales in the consolidated statement of operations. App fees are also deferred and amortized on a straight-line basis over the future benefit of approximately one year and are included within cost of revenue in the consolidated statement of operations. The period of benefit was estimated by considering factors such as historical customer attrition rates, the useful life of the Company’s technology, and the impact of competition in its industry. No referral fees and sales commissions are paid to third parties for renewals. The Company’s fulfillment costs (such as setup costs) are expensed as incurred as these do not generate or enhance resources of the Company that will be used in satisfying future performance obligations and do not meet the criteria for capitalization. No other material contract costs were capitalized during the period. The Company periodically reviews the estimated benefit period so that the amortization is consistent with the transfer of services to the customer to which the asset relates. Cost of Revenue Cost of revenue consists primarily of credit card and payment processor fees, domain registration fees, hosting costs and app fees. Cost of revenue also includes customer support employee-related expenses, allocated shared costs and depreciation and amortization. Employee-related expenses consist of salaries, taxes, benefits, and stock-based compensation. Research and Product Development Research and product development expenses are primarily employee-related expenses, costs associated with continuously developing new solutions and enhancing and maintaining the Company’s technology platform as well as allocated shared costs. These costs are expensed as incurred. Employee-related expenses consist of salaries, taxes, benefits and stock-based compensation. Marketing and Sales Marketing and sales expenses include costs related to advertisements used to drive customer acquisition, employee-related expenses related to the Company’s brand, customer acquisition and creative assets, affiliate fees on customer referrals, sales commissions and allocated shared costs. Employee-related expenses consist of salaries, taxes, benefits, and stock-based compensation. Depending on the nature of the advertising, costs are expensed at the time a commercial initially airs, when a promotion first appears in the media or as incurred. Affiliate fees on customer referrals are deferred and recognized ratably over the expected period of the Company’s relationship with the new customer. In addition, the Company capitalizes sales commissions paid to internal sales personnel relating to obtaining customer contracts for hospitality services. The Company’s advertising costs for the years ended December 31, 2021, 2020 and 2019 were $274,919, $220,152 and $160,129, respectively. General and Administrative General and administrative expenses are primarily employee-related expenses associated with supporting business operations, expenses required to comply with government regulations in the markets in which the Company operates and allocated shared costs. The functional elements included in general and administrative are finance, people, legal, information technology and overall corporate support. Employee-related expenses consist of salaries, taxes, benefits, and stock-based compensation. Stock-Based Compensation Service-based Awards Stock-based compensation costs related to stock awards with a service-based vesting condition are measured based on the fair value of the awards granted. Prior to the Direct Listing, the fair value of the Company’s shares of Class A and Class B common stock underlying the awards was determined by the board of directors with input from management and independent third-party valuation specialists, as there was no public market for the Company’s Class A and Class B common stock. The board of directors determined the fair value of the Class A and Class B common stock by considering a number of objective and subjective factors including: (i) the fair value of the Company’s Class A and Class B common stock, (ii) the expected Class A and Class B common stock price volatility over the expected life of the award, (iii) the expected term of the award, (iv) risk-free interest rates, (v) the exercise price, (vi) the expected dividend yield of the Company’s Class A and Class B common stock, and (vii) general and industry specific economic outlook, amongst other factors. Subsequent to the Direct Listing, the grant date fair value is determined by the closing price of the Company’s Class A common stock as reported on the date of grant. The Company recognizes stock-based compensation expense ratably, net of forfeitures, over the requisite service period, which is the vesting period. Forfeitures are recorded as they occur. Market-based and Performance-based Awards Stock-based compensation costs related to stock awards with market-based or performance-based vesting conditions are measured based on the fair value of the awards granted. The Company determines the grant date fair value using equity valuation models, such as the Monte Carlo simulation, using assumptions and judgements made by management and third-party valuation specialists. The Company recognizes stock-based compensation expense for market-based awards using the accelerated attribution method over the longer of (i) the period of time the market condition is expected to be met (i.e., the derived service period) or (ii) the service vesting condition period. The Company recognizes stock-based compensation expense for performance-based awards when the vesting trigger becomes probable. As of December 31, 2021, all classes of the Company’s Class C common stock are not available for issuance as stock-based compensation. Stock-based compensation is allocated on a specific identification basis for each individual employee recipient and is classified into the corresponding line item where the related employee’s cash compensation and benefits reside in the consolidated statements of operations. Other Income/(Loss), Net Other income/(loss), net is primarily comprised of net investment income and realized and unrealized foreign currency gains and losses. Income Taxes The Company accounts for income taxes under the asset and liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company recognizes deferred tax assets to the extent it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not th |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue 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. 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: Year Ended December 31, 2021 Presence Commerce Total Subscription revenue Transferred over time $ 539,767 $ 170,308 $ 710,075 Transferred at a point in time 11,972 — 11,972 Non-subscription revenue Transferred over time 2,008 2,570 4,578 Transferred at a point in time 776 56,637 57,413 Total revenue $ 554,523 $ 229,515 $ 784,038 Year Ended December 31, 2020 Presence Commerce Total Subscription revenue Transferred over time $ 466,321 $ 110,988 $ 577,309 Transferred at a point in time 8,700 — 8,700 Non-subscription revenue Transferred over time 1,430 208 1,638 Transferred at a point in time 1,380 32,122 33,502 Total revenue $ 477,831 $ 143,318 $ 621,149 Year Ended December 31, 2019 Presence Commerce Total Subscription revenue Transferred over time $ 395,721 $ 64,388 $ 460,109 Transferred at a point in time 7,347 — 7,347 Non-subscription revenue Transferred over time 609 19 628 Transferred at a point in time 479 16,188 16,667 Total revenue $ 404,156 $ 80,595 $ 484,751 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: Years Ended December 31, 2021 2020 2019 United States $ 544,500 $ 430,118 $ 343,051 International 239,538 191,031 141,700 Total revenue $ 784,038 $ 621,149 $ 484,751 Currently no individual country contributes greater than 10% of total International revenue. Deferred Revenue The deferred revenue balance as of December 31, 2021 and 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 $210,371, $164,428 and $132,515 of revenues recognized during the years ended December 31, 2021, 2020 and 2019, respectively. Capitalized Contract Costs Assets capitalized related to contract costs consisted of the following: December 31, 2021 December 31, 2020 Capitalized referral fees, current $ 4,813 $ 3,452 Capitalized referral fees, non-current 7,713 7,018 Capitalized app fees, current 1,202 1,016 Sales commissions, current 221 — Sales commissions, non-current 131 — Total capitalized contract costs $ 14,080 $ 11,486 Amortization of capitalized contract costs were $8,556, $5,637 and $1,783 for the years ended December 31, 2021, 2020 and 2019, respectively, and were included in marketing and sales in the consolidated statements of operations. There were no impairment charges recognized related to capitalized contract costs for the years ended December 31, 2021, 2020 and 2019. 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 December 31, 2021 and 2020, obligations for refunds were $506 and $376, respectively, and are included in accrued liabilities in the consolidated balance sheet. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions 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. Since the Tock Acquisition Date, certain adjustments have been recorded based on refinements of management's estimates and assumptions regarding the fair value of intangible assets and the amount of net loss operating carry-forwards in relation to Tock. The changes resulted in decreases of $32,000 and $17,199 in intangible assets and deferred tax liabilities, respectively. Additionally, in conjunction with the change in estimates and assumptions around the fair value of intangible assets, the Company reduced the useful life of the customer relationship intangible asset from ten years to five years. See “Note 9. Goodwill and Intangible Assets” for more information. All identifiable finite-lived intangible assets are expected to be amortized over their useful lives which are estimated to be between three years to five 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 (724) Customer relationships – restaurants 37,000 Customer relationships – enterprise 16,000 Tradename 5,000 Developed technology 3,000 Net assets acquired 73,280 Consideration 425,710 Goodwill $ 352,430 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 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. See “Note 17. Stock-based Compensation” for further information. Unfold Creative, LLC On October 15, 2019, the Company acquired all of the equity interests in Unfold Creative, LLC, a leading provider of content and marketing tools for social media, for $50,016 subject to potential working capital adjustments. This acquisition complemented the Company’s service offerings and provided additional opportunities to enhance the online presence of individuals and businesses. The Company recorded $6,649 of identifiable intangible assets and $43,505 of goodwill related to this acquisition. The identifiable intangible assets acquired, including trade name, customer relationships and technology, have estimated useful lives of 3 years, 2 years and 5 years, respectively. Videolicious, Inc. On August 23, 2019, the Company acquired all of the equity interests in Videolicious, Inc., including its wholly-owned subsidiary Videolicious Poland, a leading provider of automatic video creation solutions, for $11,670. This acquisition complemented the Company’s existing service offerings and provided additional opportunities to enhance the online presence of individuals and businesses. The Company recorded $5,710 of identifiable intangible assets and $7,506 of goodwill related to this acquisition. The identifiable intangible assets acquired, including trade name, customer relationships and technology, have estimated useful lives of 3 years, 2.2 years and 5 years, respectively. Acuity Scheduling, Inc. On April 19, 2019, the Company acquired substantially all of the assets of Acuity Scheduling, Inc., an appointment scheduling and online bookings software solution, for $50,000. This acquisition complemented the Company’s existing platform and accelerated growth in the Company’s scheduling service offering. 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 Company recorded $17,500 of identifiable intangible assets and $32,160 of goodwill related to this acquisition. The identifiable intangible assets acquired, including trade name, customer relationships and technology, have estimated useful lives of 3 years, 3 years and 5 years, respectively. 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 consolidated statements of cash flows. During the year ended December 31, 2020 total interest expense related to the Acquisition Liability was $188, which is included in interest expense in the consolidated statement of operations. The Company did not acquire any businesses during the year ended December 31, 2020. |
Investment in Marketable Securi
Investment in Marketable Securities | 12 Months Ended |
Dec. 31, 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: December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Aggregate Fair Value Corporate bonds and commercial paper $ 19,301 $ — $ (14) $ 19,287 Asset backed securities 6,190 2 — 6,192 U.S. treasuries 6,003 — (26) 5,977 Total investment in marketable securities $ 31,494 $ 2 $ (40) $ 31,456 December 31, 2020 Amortized Gross Gross Aggregate 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 December 31, 2021 and 2020 were immaterial. The Company did not record other-than-temporary impairment during the years ended December 31, 2021, 2020 and 2019. The contractual maturities of the investments classified as marketable securities were as follows: December 31, 2021 December 31, 2020 Due within 1 year $ 19,248 $ 32,607 Due in 1 year through 5 years 12,208 4,855 Total investment in marketable securities $ 31,456 $ 37,462 Investment Income/(Expense) Investment income consists of interest income and accretion income/amortization expense on the Company’s cash, cash equivalents and marketable securities, and is recorded in other income/(loss), net in the consolidated statement of operations. The components of investment income were as follows: Year Ended December 31, 2021 2020 2019 Interest income $ 536 $ 1,373 $ 1,919 Accretion income/(expense) (277) (278) 998 Total investment income $ 259 $ 1,095 $ 2,917 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 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: December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 81,501 $ — $ — $ 81,501 Available-for-sale debt securities Corporate bonds and commercial paper — 19,287 — 19,287 Asset backed securities — 6,192 — 6,192 U.S. treasuries 5,977 — — 5,977 Total $ 87,478 $ 25,479 $ — $ 112,957 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 | 12 Months Ended |
Dec. 31, 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: December 31, 2021 December 31, 2020 Prepaid advertising $ 16,236 $ 9,645 Prepaid income tax 22,032 16,924 Prepaid operational expenses 12,301 5,152 Receivables for leasehold improvements 5,186 1,211 Prepaid referrals, current 4,813 3,452 Other current assets 6,531 1,000 Total prepaid expenses and other current assets $ 67,099 $ 37,384 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net Property and equipment, net consisted of the following: Estimated Useful Life (Years) December 31, 2021 December 31, 2020 Computer hardware 3 28,445 27,088 Furniture and fixtures 7 5,536 4,675 Leasehold improvements Shorter of estimated useful 74,977 66,380 Capitalized software development costs 3 13,992 11,228 Total property and equipment 122,950 109,371 Less: accumulated depreciation and amortization (70,111) (60,122) Total property and equipment, net $ 52,839 $ 49,249 Depreciation and amortization expense related to property and equipment, net was included in the following line items in the consolidated statements of operations: Year Ended December 31, 2021 2020 2019 Cost of revenue $ 6,147 $ 7,298 $ 7,681 Research and product development 4,079 4,034 3,847 Marketing and sales 1,326 1,384 1,241 General and administrative 1,439 1,600 1,866 Total depreciation and amortization expense $ 12,991 $ 14,316 $ 14,635 Capitalized Software Development Costs Amortization of capitalized software development costs included in depreciation and amortization expense was included in the following line items in the consolidated statements of operations: Year Ended December 31, 2021 2020 2019 Cost of revenue $ 3,114 $ 2,469 $ 1,161 General and administrative expenses 240 288 342 Total amortization of capitalized software development costs $ 3,354 $ 2,757 $ 1,503 Capitalized software development costs, net, included in property and equipment, net, are $5,876 and $6,465 as of December 31, 2021 and 2020, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net Goodwill As of December 31, 2021 and 2020, the Company had goodwill of $435,601 and $83,171, respectively. The increase in goodwill during the year ended December 31, 2021 was directly related to the acquisition of Tock. See “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) December 31, 2021 Gross Carrying Value Accumulated Amortization Net Carrying Value Technology 3 to 5 $ 17,533 $ (8,479) $ 9,054 Customer relationships 2 to 5 61,830 (16,304) 45,526 Tradenames 3 to 5 11,496 (5,938) 5,558 Total intangible assets, net $ 90,859 $ (30,721) $ 60,138 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 2.3 years, 4.2 years and 3.4 years, respectively. The weighted-average remaining useful life for finite-lived intangible assets was 3.9 years as of December 31, 2021. Amortization of finite-lived intangible assets was included in the following line items in the consolidated statements of operations: Years Ended December 31, 2021 2020 2019 Cost of revenue $ 3,660 $ 2,915 $ 1,905 Marketing and sales 12,956 2,232 — General and administrative 3,113 2,240 1,769 Total amortization of finite-lived intangible assets $ 19,729 $ 7,387 $ 3,674 The increase in marketing and sales expense during the year ended December 31, 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 8.0 years to 2.2 years. 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. In addition, the Company recognized additional amortization of $1,331 primarily relating to the decrease of the Tock acquired customer relationship intangible asset’s useful life from ten years to five years. The changes to the Tock intangible assets was based on the changes to management's estimates and assumptions used during the initial purchase accounting assessment. If these measurement period adjustments had been recognized as of the Tock Acquisition Date, the Company would have recorded an additional $440 and $445 of amortization related to the Tock acquired intangible assets during the periods ended June 30, 2021 and September 30, 2021, respectively. As of December 31, 2021, the expected future amortization expense for finite-lived intangible assets was as follows: Year Ending December 31, Amount 2022 $ 17,330 2023 15,507 2024 12,873 2025 11,600 2026 2,828 Thereafter — Total $ 60,138 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following: December 31, 2021 December 31, 2020 Accrued marketing expenses $ 23,042 $ 26,459 Accrued indirect taxes 19,565 13,463 Accrued leasehold improvement expenditures 1,228 — Accrued product expenses 4,259 37 Other accrued expenses 12,767 6,820 Total accrued liabilities $ 60,861 $ 46,779 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt outstanding as of December 31, 2021 and 2020 was as follows: December 31, 2021 December 31, 2020 Term Loan $ 529,852 $ 543,437 Less: unamortized original issue discount (2,635) (3,356) Less: unamortized deferred financing costs (584) (743) Less: debt, current (13,586) (13,586) Total debt, non-current $ 513,047 $ 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 had 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”). The proceeds from the additional term loan of $200,000 were used to provide for the payment of a one-time dividend, see Note — 15 Stockholder’s Deficit for further information. The Modification was accounted for in accordance with ASC 470-50, Debt — “Modifications and Extinguishments”. As a result, the Company continued to capitalize the $722 of unamortized original debt discount and $752 of the unamortized deferred financing costs related to the issuance of the 2019 Credit Facility. As of December 31, 2021 and 2020, the amount of unamortized original debt discount and deferred financing costs were $2,635 and $3,356 and $584 and $743, respectively, and are being amortized over the term of the Credit Facility using the effective interest method. Borrowings under the Credit Facility are subject to an interest rate equal to LIBOR or the bank’s alternative base rate. The bank’s alternative base rate (the “ABR”) is the greater of the prime rate, the federal funds effective rate plus 0.5% or the LIBOR quoted rate plus 1.50% and 1.00% as of December 31, 2021 and 2020, respectively. The effective interest rate as of December 31, 2021 and 2020 was 1.63% and 2.19%, respectively. The 2020 Term Loan requires scheduled quarterly principal payments beginning March 31, 2021 in aggregate annual amounts equal to 2.50% for 2021 and 2022, 7.50% for 2023 and 2024 and 10.0% for 2025, in each case, on the amended 2020 Term Loan principal amount, with the balance due at maturity. In addition, the Credit Facility includes certain customary prepayment requirements based on events such as asset sales, debt issuances or incurrences and sale leasebacks. As of December 31, 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 December 31, 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. The 2020 Credit Agreement contains certain negative covenants for an indebtedness to consolidated EBITDA ratio, as defined by the 2020 Credit Agreement, and commencing with December 31, 2020 and all fiscal quarters thereafter through maturity. As a result of the Modification, commencing with the fiscal quarter ending 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 December 31, 2021 and 2020, the Company was in compliance with all applicable covenants, including the Financial Covenant. Consolidated EBITDA is defined in the Credit Agreement as net (loss)/income 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 fair value of the 2020 Term Loan was approximately $529,852 and $543,437 as of December 31, 2021 and 2020, respectively. The fair market value estimate is based on Level 2 of the fair market value hierarchy. Interest Expense Total interest expense related to debt was $11,081, $9,851 and $613 for the years ended December 31, 2021, 2020 and 2019, respectively. Scheduled Principal Payments The scheduled principal payments required under the terms of the 2020 Credit Facility are as follows: Year Ending December 31, Amount 2022 $ 13,586 2023 40,758 2024 40,758 2025 434,750 Total $ 529,852 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As of December 31, 2021, the Company is subject to income taxation and files income tax returns in the U.S. federal jurisdiction, various U.S. state and foreign jurisdictions. Income Tax (Provision)/Benefit The domestic and foreign components of the Company’s income before (provision for)/benefit from income taxes are as follows: Year Ended December 31, 2021 2020 2019 U.S. $ (261,461) $ 16,672 $ 55,896 Foreign 16,137 5,827 8,179 (Loss)/income before (provision for)/benefit from income taxes $ (245,324) $ 22,499 $ 64,075 The Company’s (provision for)/benefit from income taxes for the years ended December 31, 2021, 2020 and 2019 is comprised of the following: Year Ended December 31, 2021 2020 2019 Current: Federal $ 475 $ 5,421 $ (7,663) State 186 (660) (975) Foreign (1,290) (1,524) (1,303) Total current (629) 3,237 (9,941) Deferred: Federal 2,545 4,340 3,243 State (4,931) (151) 646 Foreign (810) 663 129 Total deferred (3,196) 4,852 4,018 (Provision for)/benefit from income taxes $ (3,825) $ 8,089 $ (5,923) A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate for the years ended December 31, 2021, 2020 and 2019 is as follows: Year Ended December 31, 2021 2020 2019 Expected benefit from/(provision for) income tax at federal statutory tax rate (21%) $ 51,518 $ (4,725) $ (13,454) Effect of: State and local income taxes, net of federal benefit 3,066 (230) (651) Nondeductible transaction expenses (48,280) (283) (791) Stock-based compensation 14,476 5,192 7,722 Effect of foreign operations 164 231 477 Foreign-derived intangible income deduction — 236 610 Research and development credits 10,562 15,946 — Nondeductible executive compensation (6,914) (2,498) — Valuation allowance (26,866) — — Unrecognized tax benefits (2,787) (5,302) — Other adjustments 1,236 (478) 164 (Provision for)/benefit from income taxes $ (3,825) $ 8,089 $ (5,923) The Company’s estimated annual effective income tax rate for the year ended December 31, 2021, differed from the statutory rate of 21%, primarily due to nondeductible transaction expenses, increase in valuation allowance, nondeductible executive compensation, and unrecognized tax benefits, partially offset by windfall on stock-based compensation, research and development tax credits, and state and local income taxes. Deferred Income Taxes Deferred tax assets and liabilities reflect the effects of net operating losses, income tax credits and the future income tax effects of temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Significant components of the Company’s deferred income tax assets and liabilities were as follows: December 31, 2021 December 31, 2020 Deferred tax assets: Accrued expenses $ 880 $ 1,020 Leases 8,358 6,029 Research and development tax credits 7,767 3,523 Net operating loss carryforwards 19,373 4,243 Stock-based compensation 10,951 — Interest expense carryforwards 1,790 — Other 115 1,345 Gross deferred tax assets 49,234 16,160 Valuation allowance (26,875) — Net deferred tax assets 22,359 16,160 Deferred tax liabilities: Deferred expenses (2,720) (2,181) Fixed assets (5,534) (3,481) Intangible assets (13,657) (2,122) Other (448) (603) Total deferred tax liabilities (22,359) (8,387) Net deferred tax asset $ — $ 7,773 As of December 31, 2021, the Company had federal net operating loss carryovers of approximately $54,870 and state net operating loss carryovers of approximately $93,388 (post-apportioned). The federal net operating loss carryforwards, if not utilized, will begin to expire on various dates beginning in 2036. The state net operating loss carryforwards, if not utilized, will begin to expire on various dates beginning in 2033. In addition, the Company has research tax credit carryforwards of approximately $15,978 for federal purposes, which will begin to expire after 2039. The Company also has research tax credit carryforwards of approximately $106 for state purposes, which will begin to expire after 2023. The Company’s ability to utilize the aforementioned gross operating loss carryovers and tax credit carryovers in the future may be subject to restrictions in the event of future ownership changes as defined in Section 382 of the U.S. Internal Revenue Code. Such annual limitations could result in the expiration of the gross operating loss carryovers and tax credit carryovers before utilization. The Company has completed a Section 382 study for Tock. The study concluded that the Company has experienced an ownership change since inception and that utilization of net operating loss carryforwards will be subject to an annual limitation. However, it is not expected that the annual limitation will result in the expiration of tax attribute carryforwards prior to utilization. During 2021, the Company recorded a full valuation allowance of $26,875 against all federal, state and foreign deferred tax assets that the Company believes will not be realizable on a more-likely-than-not basis. The need for a valuation allowance requires an assessment of both positive and negative evidence when determining whether it is more-likely-than-not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction-by-jurisdiction basis. In making such assessment, significant weight is given to evidence that can be objectively verified. A significant piece of objective negative evidence evaluated was the cumulative loss incurred by the Company over the three-year period ending December 31, 2021. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. After considering both positive and negative evidence to assess the recoverability of the Company's net deferred tax assets, the Company determined that it was not more-likely-than-not that it would realize any of its deferred tax assets given the substantial amount of tax attributes that will remain unutilized to offset reversing deferred tax liabilities as of December 31, 2021. The Company intends to continue maintaining a full valuation allowance on its federal, state and foreign deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. As of December 31, 2021, the Company considers the earnings of foreign subsidiaries to be permanently reinvested outside the United States and, as a result, no deferred tax liability has been recognized with regard to these earnings. The Company recognizes the earnings of these foreign subsidiaries to be indefinitely reinvested outside the U.S. on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and its specific plans for reinvestment of those subsidiaries’ earnings. Under current tax laws, should the Company’s plans change and it were to choose to repatriate some or all of the funds it has designated as permanently reinvested outside the U.S., such amounts would be treated as previously taxed income from the one-time transition tax, GILTI or foreign dividends-received deduction. Unrecognized Tax Benefits and Other Considerations A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2021 and 2020 is as follows: Year Ended December 31, 2021 Balance at beginning of year $ 5,302 Additions based on tax positions taken during a prior period 859 Additions based on tax positions taken during the current period 2,156 Balance at end of year $ 8,317 Year Ended December 31, 2020 Balance at beginning of year $ — Additions based on tax positions taken during a prior period 4,085 Additions based on tax positions taken during the current period 1,217 Balance at end of year $ 5,302 There were no unrecognized tax benefits for the year ended December 31, 2019 and changes during the year ended December 31, 2019 were immaterial. All of the unrecognized tax benefit was recorded as a reduction in the gross deferred tax assets, offset by a corresponding reduction in the valuation allowance. As of December 31, 2021, unrecognized tax benefits approximated $8,317 which would not affect the effective tax rate if recognized due to the valuation allowance. As of December 31, 2020, unrecognized tax benefits approximated $5,302, of which $5,302 would affect the effective tax rate if recognized. The Company does not believe that its unrecognized tax benefits as of December 31, 2021, will significantly increase or decrease within the next twelve months. The Company's policy is to include interest and penalties related to unrecognized tax benefits within the Company's (provision for)/benefit from income taxes. The Company has not accrued interest and penalties related to uncertain tax positions due to offsetting tax attributes as of December 31, 2021. The Company’s federal corporate income tax returns for the years ended December 31, 2012 through December 31, 2020 remain subject to examination. The Company’s corporate income tax returns for the years ended December 31, 2016 through December 31, 2020 remain subject to examination by taxing authorities in various U.S. states and Ireland. In addition, in the U.S., any net operating losses or credits that were generated in prior years but utilized in open years may also be subject to examination. Valuation Allowance A reconciliation of the beginning and ending valuation allowance for the year ended December 31, 2021 is as follows: Year Ended December 31, 2021 Balance at beginning of year $ — Charged/(credited) to expenses 26,866 Charged/(credited) to other accounts 9 Balance at end of year $ 26,875 No valuation allowance was recorded as of December 31, 2020. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company has entered into various long term operating leases for its office space, which may include the option to renew at the lease expiration date. As of December 31, 2021, a summary of each lease is as follows: Location Primary Purpose Lease Expires Varick Street, New York, New York Headquarters, Office October 2030 Portland, Oregon Office January 2031 Los Angeles, California Office January 2023 Morgan Street, Chicago, Illinois Office May 2023 Sangamon Street, Chicago, Illinois Office December 2033 Dublin, Ireland Office March 2030 Total rent expense for the years ended December 31, 2021, 2020 and 2019 was $14,128, (net of sub-lease income of $53), $11,905, (net of sub-lease income of $800) and $10,713 (net of sub-lease income of $1,084), respectively. 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 May 31, 2023. See “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. 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. See “Note 11. Debt” for further information on the Company's credit facility. The Company’s leases in New York, New York, Portland, Oregon, and Chicago, Illinois contain tenant improvement allowances of $13,077, $522 and $8,575, respectively, which are recorded as a reduction in rent expense on a straight-line basis over the term of the lease. As of December 31, 2021, the Company capitalized leasehold improvements of $39,489 (net of accumulated amortization of $35,488) which are included in property and equipment, net in the consolidated balance sheets. Leasehold improvements are amortized over the lease term, unless the useful life of a specific asset was determined to be shorter than the lease term. The Company’s leases may contain rent abatement periods and periodic rent escalations. The Company records lease expense on a straight-line basis, the difference between rent expense recorded on a straight-line basis and cash payments is recorded to deferred rent and lease incentives, current portion and deferred rent and lease incentives, non-current portion in the consolidated balance sheets. As of December 31, 2021, future minimum lease commitments under long-term operating leases were as follows: Operating Lease Payments Year Ending: 2022 $15,463 2023 15,745 2024 16,493 2025 16,880 2026 17,605 Thereafter 78,769 Total $160,955 The Company subleased a portion of its Dublin, Ireland office space during the years ended December 31, 2021, 2020 and 2019. Additionally, the Company subleased all of its Broadway office during the years ended December 31, 2020 and 2019. The Broadway office lease and associated sublease ended as of June 30, 2020. As of December 31, 2021, future minimum rentals to be received under the noncancellable sublease were as follows: Sublease Income Year Ending: 2022 $381 2023 381 2024 331 Total $1,093 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 $19,565 and $13,463 as of December 31, 2021 and 2020, respectively, which is included in accrued liabilities in the consolidated balance sheets. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The 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 authorized, issued and outstanding shares of the redeemable convertible preferred stock immediately prior to the conversion into common stock as of December 31, 2020 and 2019 were as follows: Authorized and Originally Issued Shares December 31, 2020 Outstanding Shares Net Carrying Value A-1 Preferred Stock 57,999,960 54,431,446 $ 6 A-2 Preferred Stock 47,483,380 39,134,868 63,283 B Preferred Stock 12,634,398 10,880,018 68,101 Total 118,117,738 104,446,332 $ 131,390 Authorized and Originally Issued Shares December 31, 2019 Outstanding Shares Net Carrying Value A-1 Preferred Stock 57,999,960 54,431,446 $ 6 A-2 Preferred Stock 47,483,380 39,134,868 62,368 B Preferred Stock 12,634,398 10,880,018 64,172 Total 118,117,738 104,446,332 $ 126,546 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 and as of December 31, 2020 and 2019 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 rights, preferences, restrictions and privileges of the holders of redeemable convertible preferred stock prior to the Direct Listing were as follows: Liquidation Preferences Upon liquidation, dissolution, or winding up of the Company or a deemed liquidation event, the assets legally available for distribution to the Company’s stockholders were to be distributed to the holders of Series A-1 redeemable convertible preferred stock and the holders of Class A common stock and Class B common stock after payment of liquidation proceeds to holders of Series A-2 redeemable convertible preferred stock and Series B redeemable convertible preferred stock as was set forth in the Amended and Restated Certificate of Incorporation. The holders of the Series A-2 and Series B redeemable convertible preferred stock were entitled to receive an amount per share equal to the sum of i) the Series A-2 redeemable convertible preferred stock original issue price ($0.81 per share) or the Series B redeemable convertible preferred stock original issue price ($3.17) (dependent on the redeemable convertible preferred shares series owned) and ii) any declared but unpaid dividends on such shares. If the proceeds distributed amongst the holders of the Series A-2 and Series B redeemable convertible preferred stock were insufficient to permit full payment of the previously mentioned liquidation preferences, then the entire proceeds legally available for distribution were to be distributed ratably amongst the holders of such shares in proportion to the full preferential amount that each such holder was otherwise entitled to receive. Second, preferential payout was to be made to the holders of Class A and Class B common stock, Series A-1 and A-2 redeemable convertible preferred stock pro rata on an as-converted to Class A and Class B common stock basis until the holders of the Series A-2 redeemable convertible preferred stock had received $3.24 per share. Finally, if proceeds were to remain after the Series A-2 redeemable convertible preferred stockholders had received $3.24 per share, the holders of Class A and Class B common stock and Series A-1 redeemable convertible preferred stock were to receive the remaining proceeds pro rata on an as-converted to Class A and Class B common stock basis. Dividends Redeemable convertible preferred stockholders were entitled to receive dividends when and if declared by the board of directors prior and in preference (or simultaneously on a pari passu basis) to the payment of any dividend or distribution on the shares of Class A and Class B common stock. Dividends that were payable in Class A and Class B common stock were not subject to the preference above and Class A and Class B common stockholders might participate in any such stock dividends. Redemption Any time after March 12, 2021, the holders of at least 60% of the then outstanding shares of Series A-2 redeemable convertible preferred stock and Series B redeemable convertible preferred stock (which must have included the approval of General Atlantic (SQRS II) LP and General Atlantic (SQRS) LP (“GA”) so long as GA held at least 7,200,000 shares) could have submitted to the Company a request to redeem all of the then outstanding shares of Series A-2 redeemable convertible preferred stock and Series B redeemable convertible preferred stock at $1.62 per share, and $6.33 per share, respectively, in three annual installments (the date of each such installment the “Redemption Date”). If the funds of the Company were not sufficient to redeem the full number of shares, the funds legally available were to be used to redeem the maximum number of shares ratably among the holders of such shares to be redeemed. The shares not redeemed were to remain outstanding and entitled to all the rights and preferences associated with such shares until additional funds were legally available for redemption. The redemption value of the redeemable convertible preferred stock immediately prior to the conversion into common stock and as of December 31, 2020 and 2019 was as follows: Redemption Value Series A-2 $ 63,462 Series B 68,891 Total redemption value $ 132,353 As noted in the “Liquidation Preferences” section above, the Series A-1 redeemable convertible preferred stock was redeemable upon a deemed liquidation event, the occurrence of which was not solely within the Company’s control. Since redemption was not probable (i.e., a deemed liquidation event was not probable), the Series A-1 redeemable convertible preferred stock was also classified as temporary (mezzanine) equity prior to the Direct Listing. Conversion Privileges Series A-1 redeemable convertible preferred stock was to become Disqualified if the initial owner transferred its shares and their related control of the shares. The holders of Disqualified Series A-1 redeemable convertible preferred stock, Series A-2 redeemable convertible preferred stock and Series B redeemable convertible preferred stock could have at any time, and in any event on or prior to the fifth day prior to the redemption date, if applicable, converted their stock to Class A common stock as determined by dividing the original issue price by the conversion price in effect at that time. The holders of Series A-1 redeemable convertible preferred stock (other than Disqualified Series A-1 redeemable convertible preferred stock) could have at any time converted their shares into Class B common stock as determined by dividing the original issue price by the conversion price in effect at that time. The conversion price was to be adjusted for any issuances of common stock without consideration or for consideration per share less than the conversion price applicable to Series A-2 or Series B redeemable convertible preferred stock, stock splits or dividends, combinations, other distributions or recapitalizations. Automatic Conversion Each share of Series A-1 redeemable convertible preferred stock (other than Disqualified Series A-1 redeemable convertible preferred stock) were to be automatically converted into a share of Class B common stock and all other series of redeemable convertible preferred stock were to be automatically converted into a share of Class A common stock at the applicable conversion rate for such series of redeemable convertible preferred stock immediately prior to the earlier of (i) the Company’s sale of its Class A and Class B common stock in a firm commitment, underwritten public offering pursuant to a registration statement on Form S-1 which exceeds $100,000 in aggregate proceeds, or (ii) (A) in regards to the Series A-1 redeemable convertible preferred stock (Qualified and Disqualified) or the Series B redeemable convertible preferred stock, the date specified by vote or written consent of the holders of a majority of the then outstanding shares of Series A-1 redeemable convertible preferred stock (Qualified and Disqualified) or Series B redeemable convertible preferred stock, respectively and (B) in regards to the Series A-2 redeemable convertible preferred stock, the date specified by vote or written consent of the holders of at least 60% of the then outstanding shares of Series A-2 redeemable convertible preferred stock. Voting Rights The holder of each share of Series A-1 redeemable convertible preferred stock, Series A-2 redeemable convertible preferred stock, and Series B redeemable convertible preferred stock were to have the right to one vote for each share of Class A and Class B common stock into which such redeemable convertible preferred stock could have then been converted (assuming for such purposes only that all such redeemable convertible preferred stock was convertible into Class B common stock at its then applicable conversion rate), and with respect to such vote, such holder were to have full voting rights and powers equal to the voting rights and powers of the holders of Class A and Class B common stock, except as otherwise provided in the Charter or by law. 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 |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Deficit | Stockholders’ 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 is entitled to one vote for each share held. Class B Common Stock Each holder of shares of Class B common stock is 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 year ended December 31, 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 had similar rights as the Company’s Class A common stock and Class B common stock, except the Class C common stock did not have any voting rights. 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. See “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 the Company’s 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 December 31, 2021, the Company had not issued any shares of the new Class C common stock. Dividend The Company may 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 is 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 years ended December 31, 2021 and 2019, the Company did not declare any dividends. Investor Repurchase The Company agreed to repurchase outstanding Class A common stock, Class B common stock, Series A-1, Series A-2 and Series B redeemable convertible preferred stock from existing stockholders on December 13, 2019 (the “Repurchase Closing date”). The Company repurchased 11,478 shares of Class A common stock, 591,177 shares of Class B common stock, 3,568,514 shares of Series A-1 redeemable convertible preferred stock, 8,348,512 shares of Series A-2 redeemable convertible preferred stock and 1,754,380 shares of Series B redeemable convertible preferred stock for $24.52 per share for an aggregate purchase price of $350,000. The board of directors of the Company approved the immediate retirement of all of Class A common stock, Class B common stock, Series A-1, Series A-2 and Series B redeemable convertible preferred stock that were repurchased from existing stockholders of the Company on the Repurchase Closing date. Tender Offer On November 5, 2019, the Company commenced a one-time cash tender offer to repurchase up to a combined 2,200,000 shares of Class A common stock and Class B common stock, including those issuable upon exercise of options, (together, the “Eligible Shares”) for the current fair value of $24.52 per share for an aggregate purchase price of $53,944 from employees (the “Tender Offer”). Unvested shares of Class A and Class B common stock, including those issuable upon exercise of unvested options and those issuable upon settlement of unvested restricted stock units (“RSUs”), were not eligible to participate in the Tender Offer. On December 11, 2019 (the “Tender Offer Closing date”), the Company completed the Tender Offer for the elected Eligible Shares in the amounts of 34,104 shares of Class A common stock and 1,779,290 shares of Class B common stock for a total consideration of $44,463. The Company recorded the transactions as a reduction to equity as the transaction completed at fair value. The board of directors of the Company approved the immediate retirement of all of Class A common stock and Class B common stock that were repurchased from existing stockholders of the Company upon the Tender Offer Closing date. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss)/Income | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss)/Income | Accumulated Other Comprehensive (Loss)/Income Accumulated other comprehensive (loss)/income activity for the years ended December 31, 2021, 2020 and 2019 was as follows: Foreign Currency Translation Adjustments Net Unrealized gains/(losses) on marketable securities Total Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2018 $ (101) $ (55) $ (156) Other comprehensive (loss)/income before reclassifications (86) 148 62 Amounts reclassified from AOCI — 30 30 Provision for income taxes — (44) (44) Other comprehensive (loss)/income (86) 134 48 Balance at December 31, 2019 $ (187) $ 79 $ (108) Other comprehensive income before reclassifications 2,528 41 2,569 Amounts reclassified from AOCI — 5 5 Provision for income taxes — (11) (11) Other comprehensive income 2,528 35 2,563 Balance at December 31, 2020 $ 2,341 $ 114 $ 2,455 Other comprehensive loss before reclassifications (2,511) (189) (2,700) Amounts reclassified from AOCI — — — Benefit from income taxes — 37 37 Other comprehensive loss (2,511) (152) (2,663) Balance at December 31, 2021 $ (170) $ (38) $ (208) |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 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. The stock options granted have a contractual life of ten years and generally vest over four years. The exercise price of the stock options was equal to the fair value of the Class B common stock of the Company as of the date of grant, as determined by the Company’s board of directors. After November 17, 2017, there were no additional grants issued from the 2008 Plan. In addition to service based awards, the Company also granted certain options that contain both a service condition and performance condition, as discussed below. A summary of the Company’s stock option activity for the 2008 Plan during the years ended December 31, 2021, 2020 and 2019 is as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Life (years) Aggregate Intrinsic Value As of December 31, 2018 9,334,493 $ 2.08 5.46 $ 115,122 Options exercised (2,481,266) $ 1.61 Options forfeited and cancelled (251,078) $ 4.15 As of December 31, 2019 6,602,149 $ 2.18 4.69 $ 147,482 Options exercised (897,777) 1.60 Options forfeited and cancelled (475,959) 6.05 As of December 31, 2020 5,228,413 $ 1.93 3.60 $ 246,101 Options exercised (3,326,356) 1.43 Options forfeited and cancelled (4,570) 3.31 As of December 31, 2021 1,897,487 $ 2.80 3.89 $ 50,585 Options vested at December 31, 2021 1,897,487 $ 2.80 3.89 $ 50,585 Options expected to vest at December 31, 2021 — $ — — $ — Exercisable at December 31, 2021 1,897,487 $ 2.80 3.89 $ 50,585 As of December 31, 2021, there were no unrecognized compensation costs for stock options. As of December 31, 2020 and 2019, there were $128 and $1,919 of total unrecognized compensation costs, net of actual forfeitures, related to stock option grants that are expected to be recognized over a weighted-average period of 0.5 years and 1.3 years, respectively. The tax benefit of stock option exercises was $5,961, $1,291 and $8,719 for the years ended December 31, 2021, 2020 and 2019, respectively. The Company recognizes the impact of forfeitures in the period that the option is forfeited. All of the Company’s option awards are amortized on a straight-line basis over the requisite service periods of the awards. On August 22, 2017 and September 10, 2017, the Company granted a total of 513,239 stock options to certain executives that contained both a service condition and a performance condition (“IPO Options”). These stock options have an exercise price of $6.15 per share of Class B common stock and total fair value of $1,351 on their respective grant dates. These stock options were to vest and become exercisable as follows: (i) 33.3% of the total number of shares underlying these options were to vest upon an IPO or a change in control of the Company, as defined in the option agreements (the “Initial Vesting Date”) and (ii) thereafter, 33.3% of the total number of shares underlying these options were to vest on each of the one year anniversary of the Initial Vesting Date and the two year anniversary of the Initial Vesting Date, respectively, provided that each executive continued to provide services to the Company on the applicable vesting date. During the year ended December 31, 2020, upon the departure of executives holding the IPO Options, 438,239 of the outstanding IPO Options were forfeited in accordance with the original terms of the award and 75,000 IPO Options were modified to waive the performance condition allowing one executive to vest in the award. Accordingly, the Company remeasured the fair value of the IPO Options that were allowed to vest on the modification date and recognized $1,180 of stock-based compensation expense included in general and administrative in the consolidated statements of operations for the year ended December 31, 2020. 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, no additional grants were 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 the Company’s Class A common stock as reported on the date of grant. 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. See Note 15 — Stockholders' 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 three years service period on a straight-line basis. During the year ended December 31, 2021, the Company recorded compensation expense of $5,660 and $1,565 related to the RSUs issued to certain selling shareholders of Tock in general and administrative expenses and research and product development, respectively, in the consolidated statements of operations. A summary of the Company’s RSU activity during years ended December 31, 2021, 2020 and 2019 is as follows: Number of RSUs Weighted Average Grant Date Fair Value Per RSU RSUs outstanding – December 31, 2018 2,012,399 $13.65 RSUs granted 4,465,569 17.55 RSUs vested (385,735) 13.58 RSUs forfeited and cancelled (368,450) 13.86 RSUs outstanding – December 31, 2019 5,723,783 $16.70 RSUs granted 1,585,618 33.43 RSUs vested (1,366,242) 16.16 RSUs forfeited and cancelled (501,684) 16.79 RSUs outstanding – December 31, 2020 5,441,475 $21.27 RSUs granted 2,224,913 56.41 RSUs vested (1,661,752) 18.92 RSUs forfeited and cancelled (543,017) 29.70 RSUs outstanding – December 31, 2021 5,461,619 $33.65 As of December 31, 2021, 2020 and 2019, the fair value of share units vested was $77,480, $42,616 and $7,099, respectively. As of December 31, 2021, 2020 and 2019, there was $150,324, $95,101 and $79,860 of total unrecognized compensation costs related to RSU grants that are expected to be recognized, respectively, over a weighted-average period of 2.8 years, 2.9 years and 1.9 years, respectively. The tax benefit of vested RSUs was $10,589, $4,970 and $410 for the years ended December 31, 2021, 2020 and 2019, respectively. In connection with the vesting of the RSUs, the Company reacquired 737,715 shares for $34,503, 648,097 shares for $20,161 and 184,779 shares for $3,340 during the years ended December 31, 2021, 2020 and 2019, respectively, in order to satisfy employee tax withholding obligations. The employees received the net number of shares after consideration to those reacquired. The reacquired shares subsequently became available again for issuance under the Plan. 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 (“Stock Grant Agreement”), these shares were to be forfeited as of a date that is three years, six months following the date of grant unless one of the following occurred 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 Stock Grant Agreement 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 Stock Grant Agreement. As a result, the Company recorded stock-based compensation expense of $229,288 in general and administrative expenses in the consolidated statements of operations during the year ended December 31, 2021. 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 thirty 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 year ended December 31, 2021, the Company recorded compensation expense of $24,776 related to the Casalena Performance Award in general and administrative expenses in the consolidated statements of operations. Stock-Based Compensation The classification of stock-based compensation by line item in the consolidated statement of operations is as follows: Years Ended December 31, 2021 2020 2019 Cost of revenue $ 1,545 $ 780 $ 532 Research and product development 33,030 21,619 12,087 Marketing and sales 5,929 3,144 1,737 General and administrative 267,420 5,711 3,619 Total stock-based compensation $ 307,924 $ 31,254 $ 17,975 The amount above excludes $380, $163 and $346 of stock compensation capitalized as property and equipment, net, for the years ended December 31, 2021, 2020 and 2019, respectively. The tax benefit associated with stock-based compensation was $19,135, offset by the Company’s valuation allowance, for the year ended December 31, 2021. The tax benefit associated with stock-based compensation recognized was $6,260 and $9,130 for the years ended December 31, 2020 and 2019, 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, 2018 5,448,697 Granted (4,465,569) Forfeited and expired 619,528 Reacquired to satisfy employee tax withholding obligations 184,779 Balance as of December 31, 2019 1,787,435 Additional Class A common shares available for issuance 6,900,000 Granted (1,585,618) Forfeited and expired 977,643 Reacquired to satisfy employee tax withholding obligations 648,097 Balance as of December 31, 2020 8,727,557 Granted (1,165,141) Casalena Performance Award granted (2,750,000) Forfeited and expired 500,245 Reacquired to satisfy employee tax withholding obligations 737,715 Balance as of December 31, 2021 6,050,376 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 (1,059,772) RSUs forfeited and expired 47,342 Balance as of December 31, 2021 18,237,570 Annually on January 1 of each fiscal year, beginning on January 1, 2022, the authorized shares available for issuance shall be increased by a number of shares of common stock equal to 5% of the aggregate number of shares outstanding on December 31 of the year immediately prior. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Benefits | Retirement Plans The Company has a 401(k) savings plan in which the employees of the Company may participate. Employees may elect to defer portions of their salary pursuant to a formula upon meeting certain age and service requirements. The Company makes matching contributions on behalf of participants equal to 100% on participant contributions up to 3% of their compensation and 50% for participant contributions up to an additional 2% of their compensation. Participants are immediately and fully vested in their voluntary contributions and all matching contributions. The Company’s 401(k) matching payments, totaling $6,211, $4,329 and $3,368 for the years ended December 31, 2021, 2020 and 2019, respectively, are included on a specific identification basis per applicable employee in the consolidated statement of operations line item to which the employee’s compensation is recorded. After completing three months of service, employees of Limited may participate in a tax efficient Defined Contribution Pension plan. Under this plan, Limited will make contributions up to 4% of the employee’s annual salary. During the years December 31, 2021, 2020 and 2019, Limited contributed $226, $140 and $117, respectively, to this plan. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During the year ended December 31, 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 year ended December 31, 2021. Certain members of Tock's senior management have ownership in several of the Company's restaurant customers. For the year ended December 31, 2021, which includes results from the Tock Acquisition Date through December 31, 2021, these restaurant customers contributed revenue of $545. As of December 31, 2021, the Company had a liability of $1,934 due to these restaurant customers, which primarily represents diner prepayments, and is included in funds due to customers in the 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. Amounts recorded in connection with this agreement were not material for the years ended December 31, 2021, 2020 and 2019. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Class A, Class B and Class C Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Class A, Class B and Class C Common Stockholders | Net Loss per Share Attributable to Class A, Class B and Class C Common Stockholders The Company computes net 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 (loss)/income. 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: Years Ended December 31, 2021 2020 2019 Numerator: Net (loss)/income $ (249,149) $ 30,588 $ 58,152 Less: accretion of redeemable convertible preferred stock to redemption value (969) (4,844) (5,340) Less: deemed dividends upon redemption of redeemable convertible preferred stock — — (311,610) Less: declared dividends to preferred shareholders — (278,454) — Net loss attributable to Class A, Class B and Class C common stockholders, basic and dilutive $ (250,118) $ (252,710) $ (258,798) Denominator: Weighted-average shares used in computing net loss per share attributable to Class A, Class B and Class C common stockholders, basic and dilutive 96,234,381 17,917,236 17,354,458 Net loss per share attributable to Class A, Class B and Class C common stockholders, basic and dilutive $ (2.60) $ (14.10) $ (14.91) The following 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: Year Ended December 31, 2021 2020 2019 Redeemable convertible preferred stock — 104,446,332 104,446,332 Outstanding stock options 1,897,487 5,228,413 6,602,149 Restricted stock units 5,461,619 5,441,475 5,723,783 Executive restricted stock — 4,460,858 4,460,858 Total 7,359,106 119,577,078 121,233,122 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) The following tables present unaudited quarterly financial data. This information has been derived from the Company’s unaudited financial statements and has been prepared on the same basis as the audited Consolidated Financial Statements appearing elsewhere in this Annual Report on Form 10-K. Three Months Ended (Unaudited) ($ in thousands, except per share amounts) December 31, September 30, June 30, March 31, Revenue $ 207,420 $ 200,962 $ 196,010 $ 179,646 Gross profit 173,566 168,094 163,509 152,238 Operating income/(loss) 319 6,985 (240,917) (7,261) Net (loss)/income $ (16,310) $ 2,839 $ (234,532) $ (1,146) Net (loss)/income attributable to Class A, Class B and Class C common stockholders, basic and dilutive $ (16,310) $ 2,839 $ (234,532) $ (2,115) Net (loss)/income per share attributable to Class A, Class B and Class C common stockholders, basic and dilutive $ (0.12) $ 0.02 $ (3.22) $ (0.11) Three Months Ended (Unaudited) ($ in thousands, except per share amounts) December 31, September 30, June 30, March 31, Revenue $ 172,300 $ 162,335 $ 149,640 $ 136,874 Gross profit 146,129 137,785 125,795 113,103 Operating (loss)/income (1,906) 27,789 26,686 (12,349) Net income/(loss) $ 4,257 $ 17,924 $ 18,539 $ (10,132) Net (loss)/income attributable to Class A, Class B and Class C common stockholders, basic (1) $ (275,439) $ 2,963 $ 3,046 $ (11,313) Net (loss)/income attributable to Class A, Class B and Class C common stockholders, dilutive (1) $ (275,439) $ 3,841 $ 3,810 $ (11,313) Net (loss)/income per share attributable to Class A, Class B and Class C common stockholders, basic $ (14.98) $ 0.13 $ 0.14 $ (0.65) Net (loss)/income per share attributable to Class A, Class B and Class C common stockholders, dilutive $ (14.98) $ 0.12 $ 0.13 $ (0.65) (1) Preferred shares of the Company do not participate in periods of net loss. Therefore, in periods of net loss, or when undistributed earnings of the Company are negative, there is no additional allocation of undistributed earnings to preferred shareholders included within the calculation of net (loss)/income attributable to Class A, Class B and Class C common stockholders. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company’s 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. |
Functional Currency | Functional Currency As of December 31, 2021, the Company had two operational international subsidiaries, Squarespace Ireland Limited ("Limited") and Videolicious Poland sp. z.o.o. ("Videolicious Poland") based in Ireland and Poland, respectively. The functional currency of these subsidiaries is their local currency. Assets and liabilities are translated into U.S. dollars at exchange rates in effect on the balance sheet date. Retained earnings and other equity items are translated at historical rates, and revenue and expense items are translated at weighted average exchange rates for the period. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income/(loss) in stockholders’ deficit with the majority of the adjustments derived from Limited. Foreign currency impact on the statement of cash flows is translated to U.S. dollars using average exchange rates for the period, which approximates the timing of cash flows. The Company |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. 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. Actual results could differ from those estimates. 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 grant date fair value of stock-based awards; and (iv) the recoverability and related valuation of current and deferred income taxes. The Company evaluates its assumptions and estimates on an ongoing basis and adjusts prospectively, if necessary. |
Operating Segments and Reporting Units | Operating Segments and Reporting Units Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), who makes decisions about allocating resources and assessing performance. The Company defines its CODM as its Chief Executive Officer (“CEO”). An operating segment is determined to be a reporting unit if all of its components are similar or if it consists of a single component. A component consists of a business within the operating segment for which discrete financial information is available with a level of segment management that regularly reviews the operating results of that component. The Company’s business operates in one operating segment, with one component, as substantially all of the Company’s offerings operate on a single platform, and all offerings are deployed in an identical way with the CODM evaluating the Company’s financial information, resources and performance of these resources on a consolidated basis. As the Company operates in one operating segment, with one reporting unit, all required financial segment information can be found in the consolidated financial statements. As of December 31, 2021 and 2020, the Company did not have material long-lived assets located outside of the United States. |
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 three financial institutions. The Company has not experienced any concentration losses related to its cash, cash equivalents and marketable securities to date. As of December 31, 2021 and 2020, no single customer accounted for more than 10% of the Company’s accounts receivable. For the years ended December 31, 2021, 2020 and 2019 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. 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 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 | 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 obligation to hold such cash as restricted, the diner prepayments are included in restricted cash in the consolidated balance sheet as of December 31, 2021. In addition, the Company recognizes the liability due to restaurant customers in funds payable to customers and the associated sales tax payable in accrued liabilities in the consolidated balance sheet as of December 31, 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 consolidated balance sheet as of December 31, 2021. |
Investment in Marketable Securities | Investment in Marketable Securities The Company classifies its investment in marketable securities as available for sale securities which are stated at fair value, as determined by quoted market prices. Unrealized gains and losses are reported in accumulated other comprehensive (loss)/income. Unrealized losses are evaluated for impairment and those considered other than temporary impaired are recorded as a charge to other income/(loss), net in the consolidated statement of operations. Subsequent gains or losses realized upon redemption or sale of these securities in excess or below their adjusted cost basis are also recorded as other income/(loss), net in the consolidated statement of operations. The cost of securities sold is based upon the specific identification method. The Company considers all of its investment in marketable securities, irrespective of the maturity date, as available for use in current operations, and therefore classifies these securities within current assets in the consolidated balance sheets. |
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 |
Accounts Receivable | Accounts Receivable Accounts receivable consists of receivables from third-party credit card processors and other trade receivables. Accounts receivable are recorded at the invoiced amount and do not bear interest. There was no allowance for doubtful accounts as of December 31, 2021 and 2020. |
Property and Equipment, Net | Property and Equipment, net Property and equipment is carried at cost and is depreciated over its estimated useful life using the straight-line method beginning on the date the asset is placed in service. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life. The Company regularly evaluates the estimated remaining useful lives of its property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Cost and the related accumulated depreciation and amortization are deducted from property and equipment, net in the consolidated balance sheets upon retirement. Maintenance and repairs are charged to expense when incurred. |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company capitalizes certain software development costs, including employee-related expenses such as salaries and stock-based compensation, incurred in connection with adding functionality to its platform, as well as internal-use projects during the application development stage. These costs are amortized on a straight-line basis over an estimated useful life of three years. Software development costs incurred during planning and maintenance and minor upgrades and enhancements of software without additional functionality are expensed as incurred. |
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 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 (e.g., from customer relationships or 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. 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. In conducting the annual impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, a quantitative assessment is performed and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the implied fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. The Company’s analyses did not indicate impairment of goodwill during the years ended December 31, 2021, 2020 and 2019. Intangible Assets |
Long-Lived Assets | Long-Lived Assets Long-lived assets or asset groups are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be fully recoverable. Upon occurrence, recoverability is measured by comparing the sum of the undiscounted expected future cash flows the asset or asset group is expected to generate to its carrying amount. If the carrying amount of the asset exceeds its undiscounted expected future cash flows, an impairment loss is recognized in the amount of the excess of the carrying amount over the fair value of the asset. Any write-downs are treated as permanent reductions in the carrying amount of the respective asset. There were no material impairments of long-lived assets recorded during the years ended December 31, 2021, 2020 and 2019. |
Leases | Leases The Company categorizes leases at their inception as either operating or capital leases. In the ordinary course of business, the Company enters into long term operating leases for office space. The Company’s headquarters is located in New York, New York. The Company also has office leases in Portland, Oregon, Los Angeles, California, Chicago, Illinois, and Dublin, Ireland, all of which have varying commencement and expiration dates. The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred, but not paid. Any related lease incentives are recorded as a reduction in rent expense on a straight-line basis over the lease term. The Company classifies deferred rent and lease incentives as current based on the rent expense that will be recognized during the succeeding twelve-month period from the balance sheet date. All other deferred rent and lease incentives are recorded as non-current in the consolidated balance sheets. The Company recognizes any sublease rental income on a straight-line basis as an offset to rent expense. |
Revenue Recognition | Revenue Recognition 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 the Company’s customers’ sites. Revenue is recognized when control of the promised services is transferred to the customer, in an amount reflecting the consideration the Company expects to be entitled to in exchange for those services. Revenue is recognized net of expected refunds and any sales or indirect taxes collected from customers, which are subsequently remitted to governmental authorities. The Company typically receives payment at the time of sale and its customer arrangements do not include a significant financing component. The majority of the Company’s customer arrangements and the period between customer payment and transfer of control of the service is expected to be one year or less. Payments received in advance of transfer of control or satisfaction of the related performance obligation are recorded as deferred revenue with the aggregate amount representing the transaction price allocated to those performance obligations that are partially or fully unsatisfied. Subscription plans automatically renew unless advance notice is provided to the Company. Arrangements with the Company’s customers do not represent a license and do not provide the customer with the right to take possession of the software supporting the Company’s SaaS-based technology platform or products at any time. The Company determines revenue recognition through the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, the Company satisfies a performance obligation. Subscription and domain managed services revenues are generally recognized over-time with the exception of cases where the Company acts as a reseller of third-party software solutions. The Company has determined that subscriptions represent a stand-ready obligation to perform over the subscription term. These performance obligations are satisfied over time as the customer simultaneously receives and consumes the benefits. Subscription revenues related to third-party software solutions are recognized on a net basis, at a point in time. The Company determined that it satisfies its performance obligation by facilitating the transfer between the customer and the third-party developer. Domain managed services revenue consists of consideration received from customers in exchange for domain registration and management services. The Company recognizes consideration received from domain managed services on a gross basis over the subscription term since the Company is obligated to manage its customers’ domains over a contractual period, which is typically one year. Revenue associated with non-subscription offerings is primarily recognized at a point in time. Included in non-subscription revenue are revenue share arrangements with third-party payment processors and business applications (together “Commerce Partners”). Consideration received from reseller arrangements with its Commerce Partners is recognized at a point in time as the Company is acting as an agent and facilitating the sale of products between its customers and third parties. The Company also earns transaction fee revenue based on a fixed-fee of gross merchandise value (“GMV”) processed on the Company’s Business plan and for certain hospitality offerings. GMV represents the total dollar value of orders processed through the Company’s platform in the period, net of refunds and fraudulent orders. In addition, non-subscription revenue includes processing fees earned in exchange for use of certain hospitality services. These transaction and processing fee revenues are recognized at a point in time, when the sale has been completed. Performance Obligations Certain customer arrangements include multiple performance obligations which consist of access or use of some or all of the Company’s products. For arrangements that include multiple performance obligations, the transaction price to each of the underlying performance obligations is allocated based on its relative stand-alone selling price (“SSP”) and other factors. The Company determines SSP based on the price at which the distinct service is sold separately. If the SSP is not observable through past transactions, the Company estimates the SSP by taking into account available information such as market conditions, internally approved pricing and cost-plus expected margin guidelines related to the performance obligations. For new customers, the Company offers certain products free of charge for the first year. The Company has determined that this offer is a material right and accordingly, the transaction price is allocated to these performance obligations and recognized as the respective performance obligation is satisfied. Revenue by Product Type The following summarizes the Company’s revenue recognition policy for its disaggregated product types: 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 as well as 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, scheduling and hospitality tools. Non-subscription revenue is derived from fixed-fees earned on revenue share arrangements with commerce partners as well as fixed transaction fees earned on GMV processed through Business plan sites and certain hospitality offerings. Commerce revenue also includes payment processing fees for use of the Company’s hospitality services. Assets Recognized from Contract Costs The Company capitalizes customer arrangement origination costs related to affiliate fees on customer referrals (“referral fees”), costs related to fees on sales of the Company’s social media tools on third-party platforms (“app fees”) and commissions paid to internal sales personnel relating to customer contracts for the Company's hospitality services ("sales commissions"). Amounts expected to be recognized within one year of the balance sheet date are recorded as prepaid expenses and other current assets, with the remaining portion recorded as other assets in the consolidated balance sheets. Capitalized referral, app fees and sales commissions are considered to be incremental and recoverable costs of obtaining a contract with a customer. Referral fees and sales commissions are deferred and amortized on a straight-line basis over the future benefit period of approximately two to four years and are included within marketing and sales in the consolidated statement of operations. App fees are also deferred and amortized on a straight-line basis over the future benefit of approximately one year and are included within cost of revenue in the consolidated statement of operations. The period of benefit was estimated by considering factors such as historical customer attrition rates, the useful life of the Company’s technology, and the impact of competition in its industry. No referral fees and sales commissions are paid to third parties for renewals. The Company’s fulfillment costs (such as setup costs) are expensed as incurred as these do not generate or enhance resources of the Company that will be used in satisfying future performance obligations and do not meet the criteria for capitalization. No other material contract costs were capitalized during the period. The Company periodically reviews the estimated benefit period so that the amortization is consistent with the transfer of services to the customer to which the asset relates. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of credit card and payment processor fees, domain registration fees, hosting costs and app fees. Cost of revenue also includes customer support employee-related expenses, allocated shared costs and depreciation and amortization. Employee-related expenses consist of salaries, taxes, benefits, and stock-based compensation. |
Research and Product Development | Research and Product DevelopmentResearch and product development expenses are primarily employee-related expenses, costs associated with continuously developing new solutions and enhancing and maintaining the Company’s technology platform as well as allocated shared costs. These costs are expensed as incurred. Employee-related expenses consist of salaries, taxes, benefits and stock-based compensation. |
Marketing, Sales, General and Administrative | Marketing and Sales Marketing and sales expenses include costs related to advertisements used to drive customer acquisition, employee-related expenses related to the Company’s brand, customer acquisition and creative assets, affiliate fees on customer referrals, sales commissions and allocated shared costs. Employee-related expenses consist of salaries, taxes, benefits, and stock-based compensation. Depending on the nature of the advertising, costs are expensed at the time a commercial initially airs, when a promotion first appears in the media or as incurred. Affiliate fees on customer referrals are deferred and recognized ratably over the expected period of the Company’s relationship with the new customer. In addition, the Company capitalizes sales commissions paid to internal sales personnel relating to obtaining customer contracts for hospitality services. The Company’s advertising costs for the years ended December 31, 2021, 2020 and 2019 were $274,919, $220,152 and $160,129, respectively. General and Administrative General and administrative expenses are primarily employee-related expenses associated with supporting business operations, expenses required to comply with government regulations in the markets in which the Company operates and allocated shared costs. The functional elements included in general and administrative are finance, people, legal, information technology and overall corporate support. Employee-related expenses consist of salaries, taxes, benefits, and stock-based compensation. |
Stock-Based Compensation | Stock-Based Compensation Service-based Awards Stock-based compensation costs related to stock awards with a service-based vesting condition are measured based on the fair value of the awards granted. Prior to the Direct Listing, the fair value of the Company’s shares of Class A and Class B common stock underlying the awards was determined by the board of directors with input from management and independent third-party valuation specialists, as there was no public market for the Company’s Class A and Class B common stock. The board of directors determined the fair value of the Class A and Class B common stock by considering a number of objective and subjective factors including: (i) the fair value of the Company’s Class A and Class B common stock, (ii) the expected Class A and Class B common stock price volatility over the expected life of the award, (iii) the expected term of the award, (iv) risk-free interest rates, (v) the exercise price, (vi) the expected dividend yield of the Company’s Class A and Class B common stock, and (vii) general and industry specific economic outlook, amongst other factors. Subsequent to the Direct Listing, the grant date fair value is determined by the closing price of the Company’s Class A common stock as reported on the date of grant. The Company recognizes stock-based compensation expense ratably, net of forfeitures, over the requisite service period, which is the vesting period. Forfeitures are recorded as they occur. Market-based and Performance-based Awards Stock-based compensation costs related to stock awards with market-based or performance-based vesting conditions are measured based on the fair value of the awards granted. The Company determines the grant date fair value using equity valuation models, such as the Monte Carlo simulation, using assumptions and judgements made by management and third-party valuation specialists. The Company recognizes stock-based compensation expense for market-based awards using the accelerated attribution method over the longer of (i) the period of time the market condition is expected to be met (i.e., the derived service period) or (ii) the service vesting condition period. The Company recognizes stock-based compensation expense for performance-based awards when the vesting trigger becomes probable. As of December 31, 2021, all classes of the Company’s Class C common stock are not available for issuance as stock-based compensation. Stock-based compensation is allocated on a specific identification basis for each individual employee recipient and is classified into the corresponding line item where the related employee’s cash compensation and benefits reside in the consolidated statements of operations. |
Other income/(loss), net | Other Income/(Loss), Net Other income/(loss), net is primarily comprised of net investment income and realized and unrealized foreign currency gains and losses. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company recognizes deferred tax assets to the extent it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authority. The tax benefits recognized in the financial statements from such positions are measured based on the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties, where appropriate, related to unrecognized tax benefits in income tax expense. Effective December 1, 2018, we became subject to a U.S. tax requirement that certain income earned by foreign subsidiaries, referred to as Global Intangible Low-Taxed Income (“GILTI”), must be included in the gross income of the subsidiary’s U.S. shareholder. Accounting principles generally accepted in the U.S. provide for an accounting policy election of either recognizing deferred taxes for temporary differences expected to reverse as GILTI in future years or recognizing such taxes as a current period expense when incurred. We elected to treat GILTI as a current period expense when incurred. |
Accretion of Redeemable Convertible Preferred Stock | Accretion of Redeemable Convertible Preferred Stock The carrying value of the Series A-2 and Series B redeemable convertible preferred stock is accreted to redemption value from the date of issuance to the earliest redemption date using the effective interest method. Increases to the carrying value of redeemable convertible preferred stock recognized in each period are charged to retained earnings, or in the absence of retained earnings, to additional paid in capital, or in the absence of additional paid in capital, to accumulated deficit. |
Share Repurchases and Retirement | Share Repurchases and Retirement Repurchases and retirements of shares are reflected as a reduction to additional paid in capital, or in the absence of additional paid in capital, to accumulated deficit. |
Net (Loss)/Income Per Share Attributable to Class A, Class B and Class C Common Stockholders | Net (Loss)/Income Per Share Attributable to Class A, Class B and Class C Common Stockholders The Company calculates net (loss)/income 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 (loss)/income available to Class A, Class B and Class C common stockholders. Distributed and undistributed earnings allocated to participating securities are subtracted from net (loss)/income in determining net (loss)/income attributable to Class A, Class B and Class C common stockholders. Basic net (loss)/income per share is computed by dividing net (loss)/income 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 (loss)/income per share attributable to Class A, Class B and Class C common stockholders is computed by giving effect to all dilutive securities. Diluted net (loss)/income per share attributable to Class A, Class B and Class C common stockholders is computed by dividing the resulting net (loss)/income 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 |
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. See “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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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 requires 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 will adopt this standard as of January 1, 2022 using the modified retrospective approach. Based on the Company's current portfolio of leases, approximately $130,000 of lease liabilities and approximately $100,000 of right-of-use assets is expected to be recognized in its consolidated balance sheet with the difference being primarily adjustments for deferred rent and remaining lease incentive balances. The Company does not expect the adoption will have a material impact in the consolidated statements of operations. The Company is still finalizing the impact of adopting ASU 2016-02 on its consolidated financial statements and will disclose the actual impact in its interim report on Form 10-Q for the quarter ended March 31, 2022. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). 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 will adopt this standard as of January 1, 2022. The Company has identified the financial assets in the scope of the new standard and is developing methods to estimate current expected credit losses associated with these financial assets, determining changes needed to control activities. The Company is still finalizing the impact of adopting ASU 2016-13 on its consolidated financial statements and will disclose the actual impact in its interim report on Form 10-Q for the quarter ended March 31, 2022. 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 will adopt this standard as of January 1, 2022 and does not expect the adoption of this guidance to have a material impact in its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This standard will simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The amendments also improve consistent application of and simplify GAAP for other areas of ASC 740 by clarifying and amending existing guidance. This standard is effective for nonpublic entities for annual reporting periods beginning after December 15, 2021 and interim periods in annual reporting periods beginning after December 15, 2022 with early adoption permitted. The Company will adopt this standard as of January 1, 2022 and does not expect the adoption of this guidance to have a material impact in its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This standard requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if the acquirer had originated the contracts. ASU No. 2021-08 is effective for fiscal years and interim periods in those years beginning after December 15, 2023 for nonpublic entities with early adoption permitted. The Company is currently evaluating the timing of its adoption of this standard and the impact in its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2021 December 31, 2020 Restricted cash $ 30,433 $ — Due from vendors 1,828 — Total payment processing assets 32,261 — Funds payable to customers (30,137) — Sales tax payable (2,124) Total payment processing liabilities (32,261) — Total payment processing transactions, net $ — $ — |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2021 Presence Commerce Total Subscription revenue Transferred over time $ 539,767 $ 170,308 $ 710,075 Transferred at a point in time 11,972 — 11,972 Non-subscription revenue Transferred over time 2,008 2,570 4,578 Transferred at a point in time 776 56,637 57,413 Total revenue $ 554,523 $ 229,515 $ 784,038 Year Ended December 31, 2020 Presence Commerce Total Subscription revenue Transferred over time $ 466,321 $ 110,988 $ 577,309 Transferred at a point in time 8,700 — 8,700 Non-subscription revenue Transferred over time 1,430 208 1,638 Transferred at a point in time 1,380 32,122 33,502 Total revenue $ 477,831 $ 143,318 $ 621,149 Year Ended December 31, 2019 Presence Commerce Total Subscription revenue Transferred over time $ 395,721 $ 64,388 $ 460,109 Transferred at a point in time 7,347 — 7,347 Non-subscription revenue Transferred over time 609 19 628 Transferred at a point in time 479 16,188 16,667 Total revenue $ 404,156 $ 80,595 $ 484,751 |
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: Years Ended December 31, 2021 2020 2019 United States $ 544,500 $ 430,118 $ 343,051 International 239,538 191,031 141,700 Total revenue $ 784,038 $ 621,149 $ 484,751 |
Capitalized Contract Costs | Assets capitalized related to contract costs consisted of the following: December 31, 2021 December 31, 2020 Capitalized referral fees, current $ 4,813 $ 3,452 Capitalized referral fees, non-current 7,713 7,018 Capitalized app fees, current 1,202 1,016 Sales commissions, current 221 — Sales commissions, non-current 131 — Total capitalized contract costs $ 14,080 $ 11,486 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 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 (724) Customer relationships – restaurants 37,000 Customer relationships – enterprise 16,000 Tradename 5,000 Developed technology 3,000 Net assets acquired 73,280 Consideration 425,710 Goodwill $ 352,430 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) | 12 Months Ended |
Dec. 31, 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: December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Aggregate Fair Value Corporate bonds and commercial paper $ 19,301 $ — $ (14) $ 19,287 Asset backed securities 6,190 2 — 6,192 U.S. treasuries 6,003 — (26) 5,977 Total investment in marketable securities $ 31,494 $ 2 $ (40) $ 31,456 December 31, 2020 Amortized Gross Gross Aggregate 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: December 31, 2021 December 31, 2020 Due within 1 year $ 19,248 $ 32,607 Due in 1 year through 5 years 12,208 4,855 Total investment in marketable securities $ 31,456 $ 37,462 |
Schedule of Investment Income/(Expense) | Investment income consists of interest income and accretion income/amortization expense on the Company’s cash, cash equivalents and marketable securities, and is recorded in other income/(loss), net in the consolidated statement of operations. The components of investment income were as follows: Year Ended December 31, 2021 2020 2019 Interest income $ 536 $ 1,373 $ 1,919 Accretion income/(expense) (277) (278) 998 Total investment income $ 259 $ 1,095 $ 2,917 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 81,501 $ — $ — $ 81,501 Available-for-sale debt securities Corporate bonds and commercial paper — 19,287 — 19,287 Asset backed securities — 6,192 — 6,192 U.S. treasuries 5,977 — — 5,977 Total $ 87,478 $ 25,479 $ — $ 112,957 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) | 12 Months Ended |
Dec. 31, 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: December 31, 2021 December 31, 2020 Prepaid advertising $ 16,236 $ 9,645 Prepaid income tax 22,032 16,924 Prepaid operational expenses 12,301 5,152 Receivables for leasehold improvements 5,186 1,211 Prepaid referrals, current 4,813 3,452 Other current assets 6,531 1,000 Total prepaid expenses and other current assets $ 67,099 $ 37,384 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: Estimated Useful Life (Years) December 31, 2021 December 31, 2020 Computer hardware 3 28,445 27,088 Furniture and fixtures 7 5,536 4,675 Leasehold improvements Shorter of estimated useful 74,977 66,380 Capitalized software development costs 3 13,992 11,228 Total property and equipment 122,950 109,371 Less: accumulated depreciation and amortization (70,111) (60,122) Total property and equipment, net $ 52,839 $ 49,249 Depreciation and amortization expense related to property and equipment, net was included in the following line items in the consolidated statements of operations: Year Ended December 31, 2021 2020 2019 Cost of revenue $ 6,147 $ 7,298 $ 7,681 Research and product development 4,079 4,034 3,847 Marketing and sales 1,326 1,384 1,241 General and administrative 1,439 1,600 1,866 Total depreciation and amortization expense $ 12,991 $ 14,316 $ 14,635 |
Schedule of Capitalized Software Development Costs | Amortization of capitalized software development costs included in depreciation and amortization expense was included in the following line items in the consolidated statements of operations: Year Ended December 31, 2021 2020 2019 Cost of revenue $ 3,114 $ 2,469 $ 1,161 General and administrative expenses 240 288 342 Total amortization of capitalized software development costs $ 3,354 $ 2,757 $ 1,503 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 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) December 31, 2021 Gross Carrying Value Accumulated Amortization Net Carrying Value Technology 3 to 5 $ 17,533 $ (8,479) $ 9,054 Customer relationships 2 to 5 61,830 (16,304) 45,526 Tradenames 3 to 5 11,496 (5,938) 5,558 Total intangible assets, net $ 90,859 $ (30,721) $ 60,138 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 consolidated statements of operations: Years Ended December 31, 2021 2020 2019 Cost of revenue $ 3,660 $ 2,915 $ 1,905 Marketing and sales 12,956 2,232 — General and administrative 3,113 2,240 1,769 Total amortization of finite-lived intangible assets $ 19,729 $ 7,387 $ 3,674 |
Schedule of Amortization Expense | As of December 31, 2021, the expected future amortization expense for finite-lived intangible assets was as follows: Year Ending December 31, Amount 2022 $ 17,330 2023 15,507 2024 12,873 2025 11,600 2026 2,828 Thereafter — Total $ 60,138 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: December 31, 2021 December 31, 2020 Accrued marketing expenses $ 23,042 $ 26,459 Accrued indirect taxes 19,565 13,463 Accrued leasehold improvement expenditures 1,228 — Accrued product expenses 4,259 37 Other accrued expenses 12,767 6,820 Total accrued liabilities $ 60,861 $ 46,779 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | Debt outstanding as of December 31, 2021 and 2020 was as follows: December 31, 2021 December 31, 2020 Term Loan $ 529,852 $ 543,437 Less: unamortized original issue discount (2,635) (3,356) Less: unamortized deferred financing costs (584) (743) Less: debt, current (13,586) (13,586) Total debt, non-current $ 513,047 $ 525,752 |
Schedule of Principal Payments | The scheduled principal payments required under the terms of the 2020 Credit Facility are as follows: Year Ending December 31, Amount 2022 $ 13,586 2023 40,758 2024 40,758 2025 434,750 Total $ 529,852 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Domestic and Foreign Components Income before (Provision)/Benefit | The domestic and foreign components of the Company’s income before (provision for)/benefit from income taxes are as follows: Year Ended December 31, 2021 2020 2019 U.S. $ (261,461) $ 16,672 $ 55,896 Foreign 16,137 5,827 8,179 (Loss)/income before (provision for)/benefit from income taxes $ (245,324) $ 22,499 $ 64,075 |
Schedule of Components of (Provision)/Benefit from Income Taxes | The Company’s (provision for)/benefit from income taxes for the years ended December 31, 2021, 2020 and 2019 is comprised of the following: Year Ended December 31, 2021 2020 2019 Current: Federal $ 475 $ 5,421 $ (7,663) State 186 (660) (975) Foreign (1,290) (1,524) (1,303) Total current (629) 3,237 (9,941) Deferred: Federal 2,545 4,340 3,243 State (4,931) (151) 646 Foreign (810) 663 129 Total deferred (3,196) 4,852 4,018 (Provision for)/benefit from income taxes $ (3,825) $ 8,089 $ (5,923) |
Schedule of Effective Income Tax Rate Reconciliation | December 31, 2021, 2020 and 2019 is as follows: Year Ended December 31, 2021 2020 2019 Expected benefit from/(provision for) income tax at federal statutory tax rate (21%) $ 51,518 $ (4,725) $ (13,454) Effect of: State and local income taxes, net of federal benefit 3,066 (230) (651) Nondeductible transaction expenses (48,280) (283) (791) Stock-based compensation 14,476 5,192 7,722 Effect of foreign operations 164 231 477 Foreign-derived intangible income deduction — 236 610 Research and development credits 10,562 15,946 — Nondeductible executive compensation (6,914) (2,498) — Valuation allowance (26,866) — — Unrecognized tax benefits (2,787) (5,302) — Other adjustments 1,236 (478) 164 (Provision for)/benefit from income taxes $ (3,825) $ 8,089 $ (5,923) |
Schedule of Deferred Income Tax Assets and Liabilities | December 31, 2021 December 31, 2020 Deferred tax assets: Accrued expenses $ 880 $ 1,020 Leases 8,358 6,029 Research and development tax credits 7,767 3,523 Net operating loss carryforwards 19,373 4,243 Stock-based compensation 10,951 — Interest expense carryforwards 1,790 — Other 115 1,345 Gross deferred tax assets 49,234 16,160 Valuation allowance (26,875) — Net deferred tax assets 22,359 16,160 Deferred tax liabilities: Deferred expenses (2,720) (2,181) Fixed assets (5,534) (3,481) Intangible assets (13,657) (2,122) Other (448) (603) Total deferred tax liabilities (22,359) (8,387) Net deferred tax asset $ — $ 7,773 |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2021 and 2020 is as follows: Year Ended December 31, 2021 Balance at beginning of year $ 5,302 Additions based on tax positions taken during a prior period 859 Additions based on tax positions taken during the current period 2,156 Balance at end of year $ 8,317 Year Ended December 31, 2020 Balance at beginning of year $ — Additions based on tax positions taken during a prior period 4,085 Additions based on tax positions taken during the current period 1,217 Balance at end of year $ 5,302 |
Summary of Valuation Allowance | A reconciliation of the beginning and ending valuation allowance for the year ended December 31, 2021 is as follows: Year Ended December 31, 2021 Balance at beginning of year $ — Charged/(credited) to expenses 26,866 Charged/(credited) to other accounts 9 Balance at end of year $ 26,875 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Various Long Term Operating Leases Entered Into | The Company has entered into various long term operating leases for its office space, which may include the option to renew at the lease expiration date. As of December 31, 2021, a summary of each lease is as follows: Location Primary Purpose Lease Expires Varick Street, New York, New York Headquarters, Office October 2030 Portland, Oregon Office January 2031 Los Angeles, California Office January 2023 Morgan Street, Chicago, Illinois Office May 2023 Sangamon Street, Chicago, Illinois Office December 2033 Dublin, Ireland Office March 2030 |
Schedule of Future Minimum Lease Commitments | As of December 31, 2021, future minimum lease commitments under long-term operating leases were as follows: Operating Lease Payments Year Ending: 2022 $15,463 2023 15,745 2024 16,493 2025 16,880 2026 17,605 Thereafter 78,769 Total $160,955 |
Schedule of Future Minimum Rentals to be Received | As of December 31, 2021, future minimum rentals to be received under the noncancellable sublease were as follows: Sublease Income Year Ending: 2022 $381 2023 381 2024 331 Total $1,093 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 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 authorized, issued and outstanding shares of the redeemable convertible preferred stock immediately prior to the conversion into common stock as of December 31, 2020 and 2019 were as follows: Authorized and Originally Issued Shares December 31, 2020 Outstanding Shares Net Carrying Value A-1 Preferred Stock 57,999,960 54,431,446 $ 6 A-2 Preferred Stock 47,483,380 39,134,868 63,283 B Preferred Stock 12,634,398 10,880,018 68,101 Total 118,117,738 104,446,332 $ 131,390 Authorized and Originally Issued Shares December 31, 2019 Outstanding Shares Net Carrying Value A-1 Preferred Stock 57,999,960 54,431,446 $ 6 A-2 Preferred Stock 47,483,380 39,134,868 62,368 B Preferred Stock 12,634,398 10,880,018 64,172 Total 118,117,738 104,446,332 $ 126,546 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 and as of December 31, 2020 and 2019 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 and as of December 31, 2020 and 2019 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 (Loss)/Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive (Loss)/Income | Accumulated other comprehensive (loss)/income activity for the years ended December 31, 2021, 2020 and 2019 was as follows: Foreign Currency Translation Adjustments Net Unrealized gains/(losses) on marketable securities Total Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2018 $ (101) $ (55) $ (156) Other comprehensive (loss)/income before reclassifications (86) 148 62 Amounts reclassified from AOCI — 30 30 Provision for income taxes — (44) (44) Other comprehensive (loss)/income (86) 134 48 Balance at December 31, 2019 $ (187) $ 79 $ (108) Other comprehensive income before reclassifications 2,528 41 2,569 Amounts reclassified from AOCI — 5 5 Provision for income taxes — (11) (11) Other comprehensive income 2,528 35 2,563 Balance at December 31, 2020 $ 2,341 $ 114 $ 2,455 Other comprehensive loss before reclassifications (2,511) (189) (2,700) Amounts reclassified from AOCI — — — Benefit from income taxes — 37 37 Other comprehensive loss (2,511) (152) (2,663) Balance at December 31, 2021 $ (170) $ (38) $ (208) |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Option Activity | A summary of the Company’s stock option activity for the 2008 Plan during the years ended December 31, 2021, 2020 and 2019 is as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Life (years) Aggregate Intrinsic Value As of December 31, 2018 9,334,493 $ 2.08 5.46 $ 115,122 Options exercised (2,481,266) $ 1.61 Options forfeited and cancelled (251,078) $ 4.15 As of December 31, 2019 6,602,149 $ 2.18 4.69 $ 147,482 Options exercised (897,777) 1.60 Options forfeited and cancelled (475,959) 6.05 As of December 31, 2020 5,228,413 $ 1.93 3.60 $ 246,101 Options exercised (3,326,356) 1.43 Options forfeited and cancelled (4,570) 3.31 As of December 31, 2021 1,897,487 $ 2.80 3.89 $ 50,585 Options vested at December 31, 2021 1,897,487 $ 2.80 3.89 $ 50,585 Options expected to vest at December 31, 2021 — $ — — $ — Exercisable at December 31, 2021 1,897,487 $ 2.80 3.89 $ 50,585 |
Summary of RSU Activity | A summary of the Company’s RSU activity during years ended December 31, 2021, 2020 and 2019 is as follows: Number of RSUs Weighted Average Grant Date Fair Value Per RSU RSUs outstanding – December 31, 2018 2,012,399 $13.65 RSUs granted 4,465,569 17.55 RSUs vested (385,735) 13.58 RSUs forfeited and cancelled (368,450) 13.86 RSUs outstanding – December 31, 2019 5,723,783 $16.70 RSUs granted 1,585,618 33.43 RSUs vested (1,366,242) 16.16 RSUs forfeited and cancelled (501,684) 16.79 RSUs outstanding – December 31, 2020 5,441,475 $21.27 RSUs granted 2,224,913 56.41 RSUs vested (1,661,752) 18.92 RSUs forfeited and cancelled (543,017) 29.70 RSUs outstanding – December 31, 2021 5,461,619 $33.65 |
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 consolidated statement of operations is as follows: Years Ended December 31, 2021 2020 2019 Cost of revenue $ 1,545 $ 780 $ 532 Research and product development 33,030 21,619 12,087 Marketing and sales 5,929 3,144 1,737 General and administrative 267,420 5,711 3,619 Total stock-based compensation $ 307,924 $ 31,254 $ 17,975 |
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, 2018 5,448,697 Granted (4,465,569) Forfeited and expired 619,528 Reacquired to satisfy employee tax withholding obligations 184,779 Balance as of December 31, 2019 1,787,435 Additional Class A common shares available for issuance 6,900,000 Granted (1,585,618) Forfeited and expired 977,643 Reacquired to satisfy employee tax withholding obligations 648,097 Balance as of December 31, 2020 8,727,557 Granted (1,165,141) Casalena Performance Award granted (2,750,000) Forfeited and expired 500,245 Reacquired to satisfy employee tax withholding obligations 737,715 Balance as of December 31, 2021 6,050,376 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 (1,059,772) RSUs forfeited and expired 47,342 Balance as of December 31, 2021 18,237,570 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Class A, Class B and Class C Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 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: Years Ended December 31, 2021 2020 2019 Numerator: Net (loss)/income $ (249,149) $ 30,588 $ 58,152 Less: accretion of redeemable convertible preferred stock to redemption value (969) (4,844) (5,340) Less: deemed dividends upon redemption of redeemable convertible preferred stock — — (311,610) Less: declared dividends to preferred shareholders — (278,454) — Net loss attributable to Class A, Class B and Class C common stockholders, basic and dilutive $ (250,118) $ (252,710) $ (258,798) Denominator: Weighted-average shares used in computing net loss per share attributable to Class A, Class B and Class C common stockholders, basic and dilutive 96,234,381 17,917,236 17,354,458 Net loss per share attributable to Class A, Class B and Class C common stockholders, basic and dilutive $ (2.60) $ (14.10) $ (14.91) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following 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: Year Ended December 31, 2021 2020 2019 Redeemable convertible preferred stock — 104,446,332 104,446,332 Outstanding stock options 1,897,487 5,228,413 6,602,149 Restricted stock units 5,461,619 5,441,475 5,723,783 Executive restricted stock — 4,460,858 4,460,858 Total 7,359,106 119,577,078 121,233,122 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | The following tables present unaudited quarterly financial data. This information has been derived from the Company’s unaudited financial statements and has been prepared on the same basis as the audited Consolidated Financial Statements appearing elsewhere in this Annual Report on Form 10-K. Three Months Ended (Unaudited) ($ in thousands, except per share amounts) December 31, September 30, June 30, March 31, Revenue $ 207,420 $ 200,962 $ 196,010 $ 179,646 Gross profit 173,566 168,094 163,509 152,238 Operating income/(loss) 319 6,985 (240,917) (7,261) Net (loss)/income $ (16,310) $ 2,839 $ (234,532) $ (1,146) Net (loss)/income attributable to Class A, Class B and Class C common stockholders, basic and dilutive $ (16,310) $ 2,839 $ (234,532) $ (2,115) Net (loss)/income per share attributable to Class A, Class B and Class C common stockholders, basic and dilutive $ (0.12) $ 0.02 $ (3.22) $ (0.11) Three Months Ended (Unaudited) ($ in thousands, except per share amounts) December 31, September 30, June 30, March 31, Revenue $ 172,300 $ 162,335 $ 149,640 $ 136,874 Gross profit 146,129 137,785 125,795 113,103 Operating (loss)/income (1,906) 27,789 26,686 (12,349) Net income/(loss) $ 4,257 $ 17,924 $ 18,539 $ (10,132) Net (loss)/income attributable to Class A, Class B and Class C common stockholders, basic (1) $ (275,439) $ 2,963 $ 3,046 $ (11,313) Net (loss)/income attributable to Class A, Class B and Class C common stockholders, dilutive (1) $ (275,439) $ 3,841 $ 3,810 $ (11,313) Net (loss)/income per share attributable to Class A, Class B and Class C common stockholders, basic $ (14.98) $ 0.13 $ 0.14 $ (0.65) Net (loss)/income per share attributable to Class A, Class B and Class C common stockholders, dilutive $ (14.98) $ 0.12 $ 0.13 $ (0.65) (1) Preferred shares of the Company do not participate in periods of net loss. Therefore, in periods of net loss, or when undistributed earnings of the Company are negative, there is no additional allocation of undistributed earnings to preferred shareholders included within the calculation of net (loss)/income attributable to Class A, Class B and Class C common stockholders. |
Description of Business (Detail
Description of Business (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 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) | 12 Months Ended | ||
Dec. 31, 2021USD ($)segmentvoteinstitution | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |||
Number of wholly-owned international subsidiaries | vote | 2,000 | ||
Foreign currency transaction gain (loss) | $ 6,356,000 | $ (8,826,000) | $ 1,241,000 |
Number of operating segments | segment | 1,000 | ||
Number of reporting units | segment | 1,000 | ||
Number of financial institutions that hold the company's cash and cash equivalents and marketable securities | institution | 3 | ||
Capitalized software development costs, amortization period | 3 years | ||
Sales tax payable | $ 2,124,000 | ||
Allowance for doubtful accounts | 0 | 0 | |
Advertising costs | 274,919,000 | $ 220,152,000 | $ 160,129,000 |
Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease, liability | 130,000,000 | ||
Operating lease, right-of-use asset | $ 100,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Assets and Liabilities Related to Payment Processing Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Restricted cash | $ 30,433 | $ 0 |
Due from vendors | 1,828 | 0 |
Total payment processing assets | 32,261 | 0 |
Funds payable to customers | (30,137) | 0 |
Sales tax payable | (2,124) | |
Total payment processing liabilities | (32,261) | 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 | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 207,420 | $ 200,962 | $ 196,010 | $ 179,646 | $ 172,300 | $ 162,335 | $ 149,640 | $ 136,874 | $ 784,038 | $ 621,149 | $ 484,751 |
Presence | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 554,523 | 477,831 | 404,156 | ||||||||
Commerce | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 229,515 | 143,318 | 80,595 | ||||||||
Subscription revenue | Transferred over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 710,075 | 577,309 | 460,109 | ||||||||
Subscription revenue | Transferred at a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 11,972 | 8,700 | 7,347 | ||||||||
Subscription revenue | Presence | Transferred over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 539,767 | 466,321 | 395,721 | ||||||||
Subscription revenue | Presence | Transferred at a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 11,972 | 8,700 | 7,347 | ||||||||
Subscription revenue | Commerce | Transferred over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 170,308 | 110,988 | 64,388 | ||||||||
Subscription revenue | Commerce | Transferred at a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Non-subscription revenue | Transferred over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 4,578 | 1,638 | 628 | ||||||||
Non-subscription revenue | Transferred at a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 57,413 | 33,502 | 16,667 | ||||||||
Non-subscription revenue | Presence | Transferred over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 2,008 | 1,430 | 609 | ||||||||
Non-subscription revenue | Presence | Transferred at a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 776 | 1,380 | 479 | ||||||||
Non-subscription revenue | Commerce | Transferred over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 2,570 | 208 | 19 | ||||||||
Non-subscription revenue | Commerce | Transferred at a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 56,637 | $ 32,122 | $ 16,188 |
Revenue - Revenue by Geography
Revenue - Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 207,420 | $ 200,962 | $ 196,010 | $ 179,646 | $ 172,300 | $ 162,335 | $ 149,640 | $ 136,874 | $ 784,038 | $ 621,149 | $ 484,751 |
United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 544,500 | 430,118 | 343,051 | ||||||||
International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 239,538 | $ 191,031 | $ 141,700 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Contract with customer, liability, revenues recognized | $ 210,371,000 | $ 164,428,000 | $ 132,515,000 |
Capitalized Contract Cost [Line Items] | |||
Contract with customer, liability, revenues recognized | 210,371,000 | 164,428,000 | 132,515,000 |
Capitalized contract cost, amortization | 8,556,000 | 5,637,000 | $ 1,783,000 |
Capitalized contract cost, impairment | 0 | 0 | |
Refund liability | $ 506,000 | $ 376,000 |
Revenue - Capitalized Contract
Revenue - Capitalized Contract Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, net | $ 14,080 | $ 11,486 |
Referral fees | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, current | 4,813 | 3,452 |
Capitalized contract cost, noncurrent | 7,713 | 7,018 |
App fees | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, current | 1,202 | 1,016 |
Sales commissions | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, current | 221 | 0 |
Capitalized contract cost, noncurrent | $ 131 | $ 0 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Apr. 19, 2021 | Mar. 31, 2021 | Apr. 19, 2020 | Oct. 15, 2019 | Aug. 23, 2019 | Apr. 19, 2019 | Dec. 31, 2021 | Dec. 31, 2021 | Apr. 19, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 435,601 | $ 435,601 | $ 83,171 | ||||||||
Interest expense | $ 11,081 | $ 10,043 | $ 1,080 | ||||||||
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 | ||||||||||
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, purchase accounting adjustment | (32,000) | ||||||||||
Deferred tax liabilities, purchase accounting adjustment | $ (17,199) | ||||||||||
Goodwill | $ 352,430 | ||||||||||
Tock | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired intangible assets, useful life (in years) | 10 years | 5 years | |||||||||
Tock | Tradename | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets | $ 5,000 | ||||||||||
Tock | Developed technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets | $ 3,000 | ||||||||||
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) | 5 years | ||||||||||
Tock | Class C Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity issued for acquisition | $ 188,179 | ||||||||||
Unfold Creative | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration | $ 50,016 | ||||||||||
Intangible assets | 6,649 | ||||||||||
Goodwill | $ 43,505 | ||||||||||
Unfold Creative | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired intangible assets, useful life (in years) | 2 years | ||||||||||
Unfold Creative | Tradename | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired intangible assets, useful life (in years) | 3 years | ||||||||||
Unfold Creative | Developed technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired intangible assets, useful life (in years) | 5 years | ||||||||||
Videolicious, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration | $ 11,670 | ||||||||||
Intangible assets | 5,710 | ||||||||||
Goodwill | $ 7,506 | ||||||||||
Videolicious, Inc. | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired intangible assets, useful life (in years) | 2 years 2 months 12 days | 2 years 2 months 12 days | 8 years | ||||||||
Videolicious, Inc. | Tradename | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired intangible assets, useful life (in years) | 3 years | ||||||||||
Videolicious, Inc. | Developed technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired intangible assets, useful life (in years) | 5 years | ||||||||||
Acuity | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration | $ 50,000 | ||||||||||
Cash paid for acquisition | $ 10,000 | $ 15,000 | $ 25,000 | ||||||||
Intangible assets | 17,500 | ||||||||||
Goodwill | $ 32,160 | ||||||||||
Interest expense | $ 188 | ||||||||||
Acuity | Customer relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired intangible assets, useful life (in years) | 3 years | ||||||||||
Acuity | Tradename | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired intangible assets, useful life (in years) | 3 years | ||||||||||
Acuity | Developed technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired intangible assets, useful life (in years) | 5 years |
Acquisitions - Preliminary Purc
Acquisitions - Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Tock | ||||
Goodwill | $ 435,601 | $ 83,171 | ||
Amount | ||||
Cash paid for acquisitions, net of acquired cash | $ 202,170 | $ 0 | $ 95,744 | |
Tock | ||||
Tock | ||||
Net tangible assets acquired | $ 13,004 | |||
Deferred income tax liability | (724) | |||
Net assets acquired | 73,280 | |||
Consideration | 425,710 | |||
Goodwill | 352,430 | |||
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 | 37,000 | |||
Tock | Customer relationships – enterprise | ||||
Tock | ||||
Intangible assets | 16,000 | |||
Tock | Tradename | ||||
Tock | ||||
Intangible assets | 5,000 | |||
Tock | Developed technology | ||||
Tock | ||||
Intangible assets | $ 3,000 |
Investment in Marketable Secu_3
Investment in Marketable Securities - AFS Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 31,494 | $ 37,311 |
Gross Unrealized Gains | 2 | 151 |
Gross Unrealized Losses | (40) | 0 |
Aggregate Fair Value | 31,456 | 37,462 |
Corporate bonds and commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 19,301 | 21,438 |
Gross Unrealized Gains | 0 | 55 |
Gross Unrealized Losses | (14) | 0 |
Aggregate Fair Value | 19,287 | 21,493 |
Asset backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 6,190 | 7,820 |
Gross Unrealized Gains | 2 | 94 |
Gross Unrealized Losses | 0 | 0 |
Aggregate Fair Value | 6,192 | 7,914 |
U.S. treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 6,003 | 8,053 |
Gross Unrealized Gains | 0 | 2 |
Gross Unrealized Losses | (26) | 0 |
Aggregate Fair Value | $ 5,977 | $ 8,055 |
Investment in Marketable Secu_4
Investment in Marketable Securities - Contractual Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Due within 1 year | $ 19,248 | $ 32,607 |
Due in 1 year through 5 years | 12,208 | 4,855 |
Total investment in marketable securities | $ 31,456 | $ 37,462 |
Investment in Marketable Secu_5
Investment in Marketable Securities - Investment Income/(Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |||
Interest income | $ 536 | $ 1,373 | $ 1,919 |
Accretion income/(expense) | (277) | (278) | 998 |
Total investment income | $ 259 | $ 1,095 | $ 2,917 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Investments in Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | $ 31,456 | $ 37,462 |
Total | 112,957 | 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 | 19,287 | 21,493 |
Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 6,192 | 7,914 |
U.S. treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 5,977 | 8,055 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 81,501 | 876 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 87,478 | 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 | 5,977 | 8,055 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 81,501 | 876 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 25,479 | 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 | 19,287 | 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 | 6,192 | 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 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid advertising | $ 16,236 | $ 9,645 |
Prepaid income tax | 22,032 | 16,924 |
Prepaid operational expenses | 12,301 | 5,152 |
Receivables for leasehold improvements | 5,186 | 1,211 |
Prepaid referrals, current | 4,813 | 3,452 |
Other current assets | 6,531 | 1,000 |
Total prepaid expenses and other current assets | $ 67,099 | $ 37,384 |
Property and equipment, net - S
Property and equipment, net - Summary of Property and equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 122,950 | $ 109,371 |
Less: accumulated depreciation and amortization | (70,111) | (60,122) |
Property and equipment, net | $ 52,839 | 49,249 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (Years) | 3 years | |
Total property and equipment | $ 28,445 | 27,088 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (Years) | 7 years | |
Total property and equipment | $ 5,536 | 4,675 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 74,977 | 66,380 |
Less: accumulated depreciation and amortization | (35,488) | |
Property and equipment, net | $ 39,489 | |
Capitalized software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (Years) | 3 years | |
Total property and equipment | $ 13,992 | $ 11,228 |
Property and equipment, net - D
Property and equipment, net - Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 12,991 | $ 14,316 | $ 14,635 |
Cost of revenue | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 6,147 | 7,298 | 7,681 |
Research and product development | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 4,079 | 4,034 | 3,847 |
Marketing and sales | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 1,326 | 1,384 | 1,241 |
General and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 1,439 | $ 1,600 | $ 1,866 |
Property and equipment, net - C
Property and equipment, net - Capitalized Software Development Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Total amortization of capitalized software development costs | $ 3,354 | $ 2,757 | $ 1,503 |
Capitalized software development costs, net | 5,876 | 6,465 | |
Cost of revenue | |||
Property, Plant and Equipment [Line Items] | |||
Total amortization of capitalized software development costs | 3,114 | 2,469 | 1,161 |
General and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Total amortization of capitalized software development costs | $ 240 | $ 288 | $ 342 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Narrative (Details) - USD ($) | Mar. 31, 2021 | Aug. 23, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 435,601,000 | $ 435,601,000 | $ 83,171,000 | ||||
Goodwill impairment charges | $ 0 | $ 0 | |||||
Weighted Average | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Useful Lives (in years) | 3 years 10 months 24 days | ||||||
Videolicious, Inc. | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 7,506,000 | ||||||
Tock | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 352,430,000 | ||||||
Additional amortization that would have been recognized | $ 445,000 | $ 440,000 | |||||
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 3 months 18 days | ||||||
Technology | Videolicious, Inc. | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Acquired intangible assets, useful life (in years) | 5 years | ||||||
Customer relationships | Weighted Average | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Useful Lives (in years) | 4 years 2 months 12 days | ||||||
Customer relationships | Videolicious, Inc. | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Accelerated amortization recognized | $ 3,230,000 | ||||||
Acquired intangible assets, useful life (in years) | 2 years 2 months 12 days | 2 years 2 months 12 days | 8 years | ||||
Customer relationships | Tock | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Acquired intangible assets, useful life (in years) | 10 years | 5 years | |||||
Additional amortization that would have been recognized | $ 1,331,000 | ||||||
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 4 months 24 days | ||||||
Tradename | Videolicious, Inc. | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Acquired intangible assets, useful life (in years) | 3 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 90,859 | $ 29,859 |
Accumulated Amortization | (30,721) | (10,991) |
Net Carrying Value | 60,138 | $ 18,868 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in years) | 5 years | |
Gross Carrying Value | 17,533 | $ 14,533 |
Accumulated Amortization | (8,479) | (4,818) |
Net Carrying Value | $ 9,054 | 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 | $ 61,830 | 8,830 |
Accumulated Amortization | (16,304) | (3,348) |
Net Carrying Value | $ 45,526 | $ 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) | 5 years | 8 years |
Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in years) | 3 years | |
Gross Carrying Value | $ 11,496 | $ 6,496 |
Accumulated Amortization | (5,938) | (2,825) |
Net Carrying Value | $ 5,558 | $ 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of finite-lived intangible assets | $ 19,729 | $ 7,387 | $ 3,674 |
Cost of revenue | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of finite-lived intangible assets | 3,660 | 2,915 | 1,905 |
Marketing and sales | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of finite-lived intangible assets | 12,956 | 2,232 | 0 |
General and administrative | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of finite-lived intangible assets | $ 3,113 | $ 2,240 | $ 1,769 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, net - Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 17,330 | |
2023 | 15,507 | |
2024 | 12,873 | |
2025 | 11,600 | |
2026 | 2,828 | |
Thereafter | 0 | |
Net Carrying Value | $ 60,138 | $ 18,868 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued marketing expenses | $ 23,042 | $ 26,459 |
Accrued indirect taxes | 19,565 | 13,463 |
Accrued leasehold improvement expenditures | 1,228 | 0 |
Accrued product expenses | 4,259 | 37 |
Other accrued expenses | 12,767 | 6,820 |
Total accrued liabilities | $ 60,861 | $ 46,779 |
Debt - Debt Outstanding (Detail
Debt - Debt Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Term Loan | $ 529,852 | $ 543,437 |
Less: unamortized original issue discount | (2,635) | (3,356) |
Less: unamortized deferred financing costs | (584) | (743) |
Less: debt, current | (13,586) | (13,586) |
Total debt, non-current | $ 513,047 | $ 525,752 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Dec. 11, 2020USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021USD ($) | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021USD ($)time | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 12, 2019USD ($) |
Line of Credit Facility [Line Items] | |||||||||||||||
Unamortized original issue discount | $ 2,635,000 | $ 2,635,000 | $ 3,356,000 | ||||||||||||
Unamortized deferred financing costs | 584,000 | $ 584,000 | 743,000 | ||||||||||||
Debt instrument, covenant, indebtedness to consolidated EBITDA ratio, step-up, number of step-ups available | time | 2,000 | ||||||||||||||
Interest expense related to debt | $ 11,081,000 | 9,851,000 | $ 613,000 | ||||||||||||
2020 Credit Agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Proceeds from additional term loan | $ 200,000,000 | ||||||||||||||
Unamortized original issue discount | 2,635,000 | 2,635,000 | 3,356,000 | ||||||||||||
Deferred financing costs | $ 584,000 | $ 584,000 | $ 743,000 | ||||||||||||
Interest rate, effective percentage | 1.63% | 1.63% | 2.19% | ||||||||||||
Quarterly principal payments, percentage | 0.0250 | ||||||||||||||
Debt instrument, covenant, indebtedness to consolidated EBITDA ratio | 4.50 | ||||||||||||||
Debt instrument, covenant, indebtedness to consolidated EBITDA ratio, step-up amount | 0.50 | ||||||||||||||
2020 Credit Agreement | Letter of Credit | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Line of credit outstanding | $ 9,643,000 | $ 9,643,000 | |||||||||||||
2020 Credit Agreement | Revolving Credit Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Remaining borrowing capacity | 15,357,000 | $ 15,357,000 | |||||||||||||
2020 Credit Agreement | Revolving Credit Facility | Minimum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Commitment fee percentage | 0.20% | ||||||||||||||
2020 Credit Agreement | Revolving Credit Facility | Maximum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Commitment fee percentage | 0.25% | ||||||||||||||
2020 Credit Agreement | Term Loan | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Maximum borrowing capacity | 550,000,000 | ||||||||||||||
Fair value of Term Loan | $ 529,852,000 | $ 529,852,000 | $ 543,437,000 | ||||||||||||
2020 Credit Agreement | Forecast | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Quarterly principal payments, percentage | 0.100 | 0.0750 | 0.0750 | 0.0250 | |||||||||||
Debt instrument, covenant, indebtedness to consolidated EBITDA ratio | 3.75 | 4 | 4 | 4.25 | 4.25 | ||||||||||
2020 Credit Agreement | Federal Funds Effective Rate | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 0.50% | ||||||||||||||
2020 Credit Agreement | London Interbank Offered Rate (LIBOR) | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.50% | 1.00% | |||||||||||||
2019 Credit Agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Credit facility maturity (in years) | 5 years | ||||||||||||||
Unamortized original issue discount | 722,000 | ||||||||||||||
Unamortized deferred financing costs | $ 752,000 | ||||||||||||||
2019 Credit Agreement | Letter of Credit | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 15,000 | ||||||||||||||
2019 Credit Agreement | Revolving Credit Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Maximum borrowing capacity | 25,000 | ||||||||||||||
2019 Credit Agreement | Term Loan | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 350,000 |
Debt - Scheduled Principal Paym
Debt - Scheduled Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 13,586 | |
2023 | 40,758 | |
2024 | 40,758 | |
2025 | 434,750 | |
Total | $ 529,852 | $ 543,437 |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Components Income before (Provision)/Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (261,461) | $ 16,672 | $ 55,896 |
Foreign | 16,137 | 5,827 | 8,179 |
(Loss)/income before (provision for)/benefit from income taxes | $ (245,324) | $ 22,499 | $ 64,075 |
Income Taxes - Components of (P
Income Taxes - Components of (Provision)/Benefit from Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 475 | $ 5,421 | $ (7,663) |
State | 186 | (660) | (975) |
Foreign | (1,290) | (1,524) | (1,303) |
Total current | (629) | 3,237 | (9,941) |
Deferred: | |||
Federal | 2,545 | 4,340 | 3,243 |
State | (4,931) | (151) | 646 |
Foreign | (810) | 663 | 129 |
Total deferred | (3,196) | 4,852 | 4,018 |
(Provision for)/benefit from income taxes | $ (3,825) | $ 8,089 | $ (5,923) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Expected benefit from/(provision for) income tax at federal statutory tax rate (21%) | $ 51,518 | $ (4,725) | $ (13,454) |
State and local income taxes, net of federal benefit | 3,066 | (230) | (651) |
Nondeductible transaction expenses | (48,280) | (283) | (791) |
Stock-based compensation | 14,476 | 5,192 | 7,722 |
Effect of foreign operations | 164 | 231 | 477 |
Foreign-derived intangible income deduction | 0 | 236 | 610 |
Research and development credits | 10,562 | 15,946 | 0 |
Nondeductible executive compensation | (6,914) | (2,498) | 0 |
Valuation allowance | (26,866) | 0 | 0 |
Unrecognized tax benefits | (2,787) | (5,302) | 0 |
Other adjustments | 1,236 | (478) | 164 |
(Provision for)/benefit from income taxes | $ (3,825) | $ 8,089 | $ (5,923) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Accrued expenses | $ 880,000 | $ 1,020,000 |
Leases | 8,358,000 | 6,029,000 |
Research and development tax credits | 7,767,000 | 3,523,000 |
Net operating loss carryforwards | 19,373,000 | 4,243,000 |
Stock-based compensation | 10,951,000 | 0 |
Interest expense carryforwards | 1,790,000 | 0 |
Other | 115,000 | 1,345,000 |
Gross deferred tax assets | 49,234,000 | 16,160,000 |
Valuation allowance | (26,875,000) | 0 |
Net deferred tax assets | 22,359,000 | 16,160,000 |
Deferred tax liabilities: | ||
Deferred expenses | (2,720,000) | (2,181,000) |
Fixed assets | (5,534,000) | (3,481,000) |
Intangible assets | (13,657,000) | (2,122,000) |
Other | (448,000) | (603,000) |
Total deferred tax liabilities | (22,359,000) | (8,387,000) |
Net deferred tax asset | $ 0 | $ 7,773,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Research and development tax credits | $ 7,767,000 | $ 3,523,000 |
Valuation allowance | 26,875,000 | 0 |
Unrecognized tax benefits | 8,317,000 | 5,302,000 |
Unrecognized tax benefits that would affect the effective tax rate | $ 5,302,000 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryover | 54,870,000 | |
Research and development tax credits | 15,978,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryover | 93,388,000 | |
Research and development tax credits | $ 106,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unrecognized Tax Benefit Reconciliation | ||
Balance at beginning of year | $ 5,302 | |
Additions based on tax positions taken during a prior period | 859 | $ 4,085 |
Additions based on tax positions taken during the current period | 2,156 | 1,217 |
Balance at end of year | $ 8,317 | $ 5,302 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - Valuation Allowance, Deferred Tax Asset $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Summary of Valuation Allowance [Roll Forward] | |
Balance at beginning of year | $ 0 |
Charged/(credited) to expenses | 26,866 |
Charged/(credited) to other accounts | 9 |
Balance at end of year | $ 26,875 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Jul. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||||
Rent expense | $ 14,128 | $ 11,905 | $ 10,713 | |
Sublease income | 53 | 800 | $ 1,084 | |
Leasehold improvements | 52,839 | 49,249 | ||
Accumulated amortization | 70,111 | 60,122 | ||
Indirect tax liability | 19,565 | $ 13,463 | ||
Letter of Credit | ||||
Lessee, Lease, Description [Line Items] | ||||
Additional letter of credit | $ 2,500 | |||
Leasehold improvements | ||||
Lessee, Lease, Description [Line Items] | ||||
Leasehold improvements | 39,489 | |||
Accumulated amortization | 35,488 | |||
New York, New York | ||||
Lessee, Lease, Description [Line Items] | ||||
Tenant improvement allowance | 13,077 | |||
Portland, Oregon | ||||
Lessee, Lease, Description [Line Items] | ||||
Tenant improvement allowance | 522 | |||
Chicago, Illinois | ||||
Lessee, Lease, Description [Line Items] | ||||
Tenant improvement allowance | $ 8,575 |
Commitment and Contingencies _2
Commitment and Contingencies - Future Minimum Lease Commitments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 15,463 |
2023 | 15,745 |
2024 | 16,493 |
2025 | 16,880 |
2026 | 17,605 |
Thereafter | 78,769 |
Total | $ 160,955 |
Commitment and Contingencies _3
Commitment and Contingencies - Sublease Income (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 381 |
2023 | 381 |
2024 | 331 |
Total | $ 1,093 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Narrative (Details) | May 19, 2021shares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2021USD ($)vote$ / sharesshares | May 10, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Temporary Equity [Line Items] | |||||
Automatic conversion feature, aggregate proceeds | $ | $ 100,000 | ||||
Number of votes | vote | 1 | ||||
Preferred stock shares authorized (in shares) | shares | 100,000,000 | 100,000,000 | 100,000,000 | 0 | |
Preferred stock, par value (In USD per share) | $ 0.0001 | $ 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) | 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) | shares | 49,583,897 | 49,583,897 | |||
A-2 Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Liquidation preference per share (in dollars per share) | 0.81 | $ 0.81 | 0.81 | ||
Liquidation preference per share, secondary preferential payout (in dollars per share) | 3.24 | 3.24 | |||
Redemption price (in dollars per share) | 1.62 | 1.62 | |||
B Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Liquidation preference per share (in dollars per share) | 3.17 | 3.17 | $ 3.17 | ||
Redemption price (in dollars per share) | $ 6.33 | $ 6.33 | |||
Series A-2 and Series B Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Voting percentage threshold (at least) | 0.60 | ||||
Redemption, minimum number of shares threshold (in shares) | shares | 7,200,000 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Authorized, Issued and Outstanding Shares of Redeemable Preferred Stock (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | May 19, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | |||||
Redeemable convertible preferred stock, authorized (in shares) | 0 | 118,117,738 | 118,117,738 | 118,117,738 | |
Redeemable convertible preferred stock, issued (in shares) | 0 | 118,117,738 | 104,446,332 | 118,117,738 | |
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 104,446,332 | 104,446,332 | 104,446,332 | 118,117,738 |
Net Carrying Value | $ 0 | $ 132,359 | $ 131,390 | $ 126,546 | $ 144,819 |
A-1 Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Redeemable convertible preferred stock, authorized (in shares) | 57,999,960 | 57,999,960 | |||
Redeemable convertible preferred stock, issued (in shares) | 57,999,960 | 57,999,960 | |||
Redeemable convertible preferred stock, outstanding (in shares) | 54,431,446 | 54,431,446 | 54,431,446 | ||
Net Carrying Value | $ 5 | $ 6 | $ 6 | ||
A-2 Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Redeemable convertible preferred stock, authorized (in shares) | 47,483,380 | 47,483,380 | |||
Redeemable convertible preferred stock, issued (in shares) | 47,483,380 | 47,483,380 | |||
Redeemable convertible preferred stock, outstanding (in shares) | 39,134,868 | 39,134,868 | 39,134,868 | ||
Net Carrying Value | $ 63,462 | $ 63,283 | $ 62,368 | ||
B Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Redeemable convertible preferred stock, authorized (in shares) | 12,634,398 | 12,634,398 | |||
Redeemable convertible preferred stock, issued (in shares) | 12,634,398 | 12,634,398 | |||
Redeemable convertible preferred stock, outstanding (in shares) | 10,880,018 | 10,880,018 | 10,880,018 | ||
Net Carrying Value | $ 68,892 | $ 68,101 | $ 64,172 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock - Liquidation Preferences (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
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) | $ 0.81 | $ 0.81 |
B Preferred Stock | ||
Temporary Equity [Line Items] | ||
Liquidation Preferences | $ 34,490 | |
Issuance Price/Liquidation Preference Per Share (in dollars per share) | $ 3.17 | $ 3.17 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Stock - Redemption Value (Details) $ in Thousands | Dec. 31, 2020USD ($) |
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_ Deficit - Narrati
Stockholders’ Deficit - Narrative (Details) $ / shares in Units, $ in Thousands | May 19, 2021vote$ / sharesshares | Mar. 31, 2021USD ($)shares | Mar. 15, 2021USD ($)$ / sharesshares | Dec. 29, 2020USD ($) | Dec. 13, 2019USD ($)$ / sharesshares | Dec. 11, 2019USD ($)shares | Nov. 05, 2019USD ($)$ / sharesshares | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | May 10, 2021$ / 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 | $ 0 | |||||||||
Issuance of Class C common stock for acquisition | $ | 188,179 | |||||||||||
Dividends payable (in dollars per share) | $ / shares | $ 2.666 | |||||||||||
Dividends declared included in accrued liabilities | $ | $ 328,112 | |||||||||||
Dividends paid | $ | $ 327,745 | 367 | 327,745 | $ 0 | ||||||||
Investor repurchase and share retirement (in shares) | 13,671,406 | |||||||||||
Stock Repurchased and Retired During Period, Value | $ | $ 34,503 | $ 20,161 | $ 3,340 | |||||||||
Investor Repurchase | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock repurchased during period (in dollars per share) | $ / shares | $ 24.52 | |||||||||||
Stock repurchased and retired during period, common stock and temporary equity | $ | $ 350 | |||||||||||
Stock Repurchased and Retired During Period, Value | $ | 326,387 | |||||||||||
Tender Offer Repurchase | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Repurchased and Retired During Period, Value | $ | $ 44,463 | $ 44,463 | ||||||||||
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 A Common Stock | Investor Repurchase | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock repurchased and retired during period (in shares) | 11,478 | |||||||||||
Class A Common Stock | Tender Offer Repurchase | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock repurchased and retired during period (in shares) | 34,104 | |||||||||||
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 B Common Stock | Investor Repurchase | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock repurchased and retired during period (in shares) | 591,177 | |||||||||||
Class B Common Stock | Tender Offer Repurchase | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock repurchased and retired during period (in shares) | 1,779,290 | |||||||||||
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 | 1,000,000,000 | ||||||||
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 | |||||||||||
A-1 Preferred Stock | Investor Repurchase | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Investor repurchase and share retirement (in shares) | 3,568,514 | |||||||||||
A-2 Preferred Stock | Investor Repurchase | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Investor repurchase and share retirement (in shares) | 8,348,512 | |||||||||||
B Preferred Stock | Investor Repurchase | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Investor repurchase and share retirement (in shares) | 1,754,380 | |||||||||||
Class A and B | Tender Offer Repurchase | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock repurchased during period (in dollars per share) | $ / shares | $ 24.52 | |||||||||||
Stock repurchase authorized amount (in shares) | 2,200,000 | |||||||||||
Stock repurchase authorized amount | $ | $ 53,944 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss)/Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ (664,206) | $ (377,092) | $ (78,065) |
Other comprehensive (loss)/income before reclassifications | (2,700) | 2,569 | 62 |
Amounts reclassified from AOCI | 0 | 5 | 30 |
Provision for income taxes | 37 | (11) | (44) |
Total other comprehensive (loss)/income | (2,663) | 2,563 | 48 |
Ending balance | (13,479) | (664,206) | (377,092) |
Accumulated Other Comprehensive (Loss)/Income | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 2,455 | (108) | (156) |
Total other comprehensive (loss)/income | (2,663) | 2,563 | 48 |
Ending balance | (208) | 2,455 | (108) |
Foreign Currency Translation Adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 2,341 | (187) | (101) |
Other comprehensive (loss)/income before reclassifications | (2,511) | 2,528 | (86) |
Amounts reclassified from AOCI | 0 | 0 | 0 |
Provision for income taxes | 0 | 0 | 0 |
Total other comprehensive (loss)/income | (2,511) | 2,528 | (86) |
Ending balance | (170) | 2,341 | (187) |
Net Unrealized gains/(losses) on marketable securities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 114 | 79 | (55) |
Other comprehensive (loss)/income before reclassifications | (189) | 41 | 148 |
Amounts reclassified from AOCI | 0 | 5 | 30 |
Provision for income taxes | 37 | (11) | (44) |
Total other comprehensive (loss)/income | (152) | 35 | 134 |
Ending balance | $ (38) | $ 114 | $ 79 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) | May 19, 2021shares | Apr. 15, 2021USD ($)trancheinstallmentdaytarget$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Aug. 22, 2017USD ($)shares | Sep. 10, 2017USD ($)$ / sharesshares | Sep. 30, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Aug. 24, 2020$ / shares | Dec. 31, 2018$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock option grants (in shares) | shares | 513,239 | |||||||||||
Unrecognized compensation costs, options | $ 0 | $ 128,000 | $ 1,919,000 | $ 0 | ||||||||
Unrecognized compensation costs, period for recognition (in years) | 6 months | 1 year 3 months 18 days | ||||||||||
Tax benefit of stock option exercises | 5,961,000 | $ 1,291,000 | $ 8,719,000 | |||||||||
Options granted (USD per share) | $ / shares | $ 6.15 | |||||||||||
Options grant date fair value | $ 1,351,000 | |||||||||||
Options forfeited (in shares) | shares | 438,239 | |||||||||||
Number of options modified (in shares) | shares | 75,000 | |||||||||||
Tax benefit associated with stock-based compensation | 19,135,000 | $ 6,260,000 | 9,130,000 | |||||||||
Stock-based compensation | 307,924,000 | 31,254,000 | 17,975,000 | |||||||||
Stock compensation capitalized | $ 380,000 | 163,000 | 346,000 | |||||||||
Shares authorized, annual percent increase | 0.05 | |||||||||||
Property and equipment, net | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock compensation capitalized | $ 380,000 | 163,000 | 346,000 | |||||||||
General and administrative | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock-based compensation | 267,420,000 | 5,711,000 | 3,619,000 | |||||||||
Research and product development | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock-based compensation | $ 33,030,000 | 21,619,000 | $ 12,087,000 | |||||||||
Stock options | Share-based Payment Arrangement, Tranche One | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting percentage | 33.30% | |||||||||||
Stock options | Share-based Payment Arrangement, Tranche Two | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting percentage | 33.30% | |||||||||||
Stock options | Share-based Payment Arrangement, Tranche Three | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting percentage | 33.30% | |||||||||||
Stock options | General and administrative | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock-based compensation associated with modification | $ 1,180,000 | |||||||||||
Restricted stock units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting period (in years) | 4 years | |||||||||||
Unrecognized compensation costs, period for recognition (in years) | 2 years 9 months 18 days | 2 years 10 months 24 days | 1 year 10 months 24 days | |||||||||
RSUs granted (in shares) | shares | 2,224,913 | 1,585,618 | 4,465,569 | |||||||||
Weighted average grant price (in USD per share) | $ / shares | $ 33.65 | $ 21.27 | $ 16.70 | $ 33.65 | $ 13.65 | |||||||
Unrecognized compensation costs, excluding options | $ 150,324,000 | $ 95,101,000 | $ 79,860,000 | $ 150,324,000 | ||||||||
Weighted-average fair value of share units vested | 77,480,000 | 42,616,000 | 7,099,000 | |||||||||
Tax benefit associated with stock-based compensation | $ 10,589,000 | $ 4,970,000 | $ 410,000 | |||||||||
Reacquired shares in order to satisfy employee tax withholding (in shares) | shares | 737,715 | 648,097 | 184,779 | |||||||||
Reacquired shares in order to satisfy employee tax withholding | $ 34,503,000 | $ 20,161,000 | $ 3,340,000 | |||||||||
Vested RSUs converted to common shares (in shares) | shares | 1,661,752 | 1,366,242 | 385,735 | |||||||||
RSUs granted, weighted average grant date fair value (USD per share) | $ / shares | $ 56.41 | $ 33.43 | $ 17.55 | |||||||||
Restricted stock units | Tock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting period (in years) | 3 years | |||||||||||
Unrecognized compensation costs, period for recognition (in years) | 3 years | |||||||||||
Weighted average grant price (in USD per share) | $ / shares | $ 68.42 | |||||||||||
Unrecognized compensation costs, excluding options | $ 30,000,000 | |||||||||||
Restricted stock units | General and administrative | Tock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock-based compensation | $ 5,660,000 | $ 1,565,000 | ||||||||||
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 | |||||||||||
2008 Equity Incentive Plan | Stock options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Contractual life (in years) | 10 years | |||||||||||
Vesting period (in years) | 4 years | |||||||||||
2021 Equity Incentive Plan | Restricted stock units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
RSUs granted (in shares) | shares | 1,059,772 | |||||||||||
Executive Restricted Stock Grant | Executive restricted stock | Class B Common Stock | Chief Executive Officer | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
RSUs granted (in shares) | shares | 4,460,858 | |||||||||||
Equity instruments other than options, grant date fair value | $ 27,434,000 | |||||||||||
Shares to be forfeited, term (in years) | 3 years 6 months | |||||||||||
Share value on modification date (in USD per share) | $ / shares | $ 51.40 | |||||||||||
Vested RSUs converted to common shares (in shares) | shares | 4,460,858 | |||||||||||
Executive Restricted Stock Grant | Executive 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 | $ 229,288,000 | |||||||||||
Casalena Performance Award | General and administrative | Chief Executive Officer | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock-based compensation | $ 24,776,000 | |||||||||||
Casalena Performance Award | Restricted stock units | Class A Common Stock | Chief Executive Officer | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
RSUs granted (in shares) | shares | 2,750,000 | |||||||||||
Equity instruments other than options, grant date fair value | $ 83,534,000 | |||||||||||
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 | |||||||||||
RSUs granted, weighted average grant date fair value (USD per share) | $ / shares | $ 30.38 | |||||||||||
2017 Equity Incentive Plan | Restricted stock units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
RSUs granted (in shares) | shares | 0 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options | ||||
Outstanding beginning balance (in shares) | 5,228,413 | 6,602,149 | 9,334,493 | |
Options exercised (in shares) | (3,326,356) | (897,777) | (2,481,266) | |
Options forfeited and cancelled (in shares) | (4,570) | (475,959) | (251,078) | |
Outstanding ending balance (in shares) | 1,897,487 | 5,228,413 | 6,602,149 | 9,334,493 |
Weighted- Average Exercise Price | ||||
Outstanding beginning balance (USD Per share) | $ 1.93 | $ 2.18 | $ 2.08 | |
Options exercised (USD per share) | 1.43 | 1.60 | 1.61 | |
Options forfeited and cancelled (USD per share) | 3.31 | 6.05 | 4.15 | |
Outstanding ending balance (USD Per share) | $ 2.80 | $ 1.93 | $ 2.18 | $ 2.08 |
Stock Options Additional Disclosures | ||||
Weighted- Average Remaining Life (years) | 3 years 10 months 20 days | 3 years 7 months 6 days | 4 years 8 months 8 days | 5 years 5 months 15 days |
Aggregate Intrinsic Value | $ 50,585 | $ 246,101 | $ 147,482 | $ 115,122 |
Options vested and expected to vest (in shares) | 1,897,487 | |||
Options vested and expected to vest (in USD per share) | $ 2.80 | |||
Options vested and expected to vest, weighted average remaining life (years) | 3 years 10 months 20 days | |||
Options vested and expected to vest, aggregate intrinsic value | $ 50,585 | |||
Options exercisable (in shares) | 1,897,487 | |||
Options exercisable (in USD per share) | $ 2.80 | |||
Options exercisable, weighted average remaining life (years) | 3 years 10 months 20 days | |||
Options exercisable, aggregate intrinsic value | $ 50,585 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of RSU Activity (Details) - Restricted stock units - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of RSUs | |||
RSUs outstanding beginning balance (in shares) | 5,441,475 | 5,723,783 | 2,012,399 |
RSUs granted (in shares) | 2,224,913 | 1,585,618 | 4,465,569 |
RSUs vested (in shares) | (1,661,752) | (1,366,242) | (385,735) |
RSUs forfeited and cancelled (in shares) | (543,017) | (501,684) | (368,450) |
RSUs outstanding ending balance (in shares) | 5,461,619 | 5,441,475 | 5,723,783 |
Weighted Average Grant Date Fair Value Per RSU | |||
RSUs outstanding, weighted average grant date fair value beginning balance (USD per share) | $ 21.27 | $ 16.70 | $ 13.65 |
RSUs granted, weighted average grant date fair value (USD per share) | 56.41 | 33.43 | 17.55 |
RSUs vested, weighted average grant date fair value (USD per share) | 18.92 | 16.16 | 13.58 |
RSUs forfeited and cancelled, weighted average grant date fair value (USD per share) | 29.70 | 16.79 | 13.86 |
RSUs outstanding, weighted average grant date fair value ending balance (USD per share) | $ 33.65 | $ 21.27 | $ 16.70 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Price Targets (Details) - Chief Executive Officer - Restricted stock units - Casalena Performance Award | Dec. 31, 2021$ / sharesshares |
$105.00 | |
Share-based Compensation Arrangement by Share-based Payment Award [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 Compensation Arrangement by Share-based Payment Award [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 Compensation Arrangement by Share-based Payment Award [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 Compensation Arrangement by Share-based Payment Award [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 Compensation Arrangement by Share-based Payment Award [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 Compensation Arrangement by Share-based Payment Award [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 Compensation Arrangement by Share-based Payment Award [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 Compensation Arrangement by Share-based Payment Award [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 Compensation Arrangement by Share-based Payment Award [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 Compensation Arrangement by Share-based Payment Award [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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 307,924 | $ 31,254 | $ 17,975 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 1,545 | 780 | 532 |
Research and product development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 33,030 | 21,619 | 12,087 |
Marketing and sales | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 5,929 | 3,144 | 1,737 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 267,420 | $ 5,711 | $ 3,619 |
Stock-based Compensation - Shar
Stock-based Compensation - Shares Available for Future Grants (Details) - shares | May 09, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Restricted stock units | ||||
Shares Available for Future Grant under Equity Incentive Plans | ||||
Granted (in shares) | (2,224,913) | (1,585,618) | (4,465,569) | |
Reacquired shares in order to satisfy employee tax withholding (in shares) | 737,715 | 648,097 | 184,779 | |
2008 and 2017 Equity Incentive Plan | ||||
Shares Available for Future Grant under Equity Incentive Plans | ||||
Beginning balance (in shares) | 8,727,557 | 1,787,435 | 5,448,697 | |
Class A common shares available for issuance (in shares) | 6,900,000 | |||
Granted (in shares) | (1,165,141) | (1,585,618) | (4,465,569) | |
Forfeited and Expired (in shares) | 500,245 | 977,643 | 619,528 | |
Reacquired shares in order to satisfy employee tax withholding (in shares) | 737,715 | 648,097 | 184,779 | |
Ending balance (in shares) | 6,050,376 | 8,727,557 | 1,787,435 | |
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 | |||
Class A common shares available for issuance (in shares) | 19,250,000 | 19,250,000 | ||
Ending balance (in shares) | 18,237,570 | 0 | ||
2021 Equity Incentive Plan | Restricted stock units | ||||
Shares Available for Future Grant under Equity Incentive Plans | ||||
Granted (in shares) | (1,059,772) | |||
Forfeited and Expired (in shares) | 47,342 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
401(k) Savings Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of match | 100.00% | ||
Employer matching contribution, percent of employees' gross pay | 3.00% | ||
Additional employer matching contribution, percent of match | 0.50 | ||
Additional employer matching contribution, percent of employees' gross pay | 0.02 | ||
Matching payments made under the plan | $ 6,211 | $ 4,329 | $ 3,368 |
Tax Efficient Defined Contribution Pension Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of employees' gross pay | 4.00% | ||
Matching payments made under the plan | $ 226 | $ 140 | $ 117 |
Related Party Transactions (Det
Related Party Transactions (Details) - Senior Management of Acquired Company $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Related Party Transaction [Line Items] | |
Revenue from related parties | $ 545 |
Funds due to customers, related parties | $ 1,934 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Class A, Class B and Class C Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||||||||||
Net (loss)/income | $ (16,310) | $ 2,839 | $ (234,532) | $ (1,146) | $ 4,257 | $ 17,924 | $ 18,539 | $ (10,132) | $ (249,149) | $ 30,588 | $ 58,152 |
Less: accretion of redeemable convertible preferred stock to redemption value | (969) | (4,844) | (5,340) | ||||||||
Less: deemed dividends upon redemption of redeemable convertible preferred stock | 0 | 0 | (311,610) | ||||||||
Less: declared dividends to preferred shareholders | 0 | (278,454) | 0 | ||||||||
Net loss attributable to Class A, Class B and Class C common stockholders, basic | (250,118) | (252,710) | (258,798) | ||||||||
Net loss attributable to Class A, Class B and Class C common stockholders, dilutive | $ (250,118) | $ (252,710) | $ (258,798) | ||||||||
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) | 96,234,381 | 17,917,236 | 17,354,458 | ||||||||
Weighted-average shares used in computing net loss per share attributable to Class A , Class B, Class C stockholders, dilutive(in shares) | 96,234,381 | 17,917,236 | 17,354,458 | ||||||||
Net loss per share attributable to Class A , Class B and Class C common stockholders, basic (in dollars per share) | $ (0.12) | $ 0.02 | $ (3.22) | $ (0.11) | $ (14.98) | $ 0.13 | $ 0.14 | $ (0.65) | $ (2.60) | $ (14.10) | $ (14.91) |
Net loss per share attributable to Class A , Class B and Class C common stockholders, dilutive (in dollars per share) | $ (0.12) | $ 0.02 | $ (3.22) | $ (0.11) | $ (14.98) | $ 0.12 | $ 0.13 | $ (0.65) | $ (2.60) | $ (14.10) | $ (14.91) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Class A, Class B and Class C Common Stockholders - Schedule of Potentially Dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,359,106,000 | 119,577,078,000 | 121,233,122,000 |
Redeemable convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 104,446,332,000 | 104,446,332,000 |
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) | 1,897,487,000 | 5,228,413,000 | 6,602,149,000 |
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) | 5,461,619,000 | 5,441,475,000 | 5,723,783,000 |
Executive restricted stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 4,460,858,000 | 4,460,858,000 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 207,420 | $ 200,962 | $ 196,010 | $ 179,646 | $ 172,300 | $ 162,335 | $ 149,640 | $ 136,874 | $ 784,038 | $ 621,149 | $ 484,751 |
Gross profit | 173,566 | 168,094 | 163,509 | 152,238 | 146,129 | 137,785 | 125,795 | 113,103 | 657,407 | 522,812 | 402,841 |
Operating income/(loss) | 319 | 6,985 | (240,917) | (7,261) | (1,906) | 27,789 | 26,686 | (12,349) | (240,874) | 40,220 | 61,340 |
Net (loss)/income | (16,310) | 2,839 | (234,532) | (1,146) | 4,257 | 17,924 | 18,539 | (10,132) | $ (249,149) | $ 30,588 | $ 58,152 |
Net (loss)/income attributable to Class A, Class B and Class C common stockholders, basic | (16,310) | 2,839 | (234,532) | (2,115) | (275,439) | 2,963 | 3,046 | (11,313) | |||
Net (loss)/income attributable to Class A, Class B and Class C common stockholders, dilutive | $ (16,310) | $ 2,839 | $ (234,532) | $ (2,115) | $ (275,439) | $ 3,841 | $ 3,810 | $ (11,313) | |||
Net (loss)/income per share attributable to Class A, Class B and Class C common stockholders, basic (in dollars per share) | $ (0.12) | $ 0.02 | $ (3.22) | $ (0.11) | $ (14.98) | $ 0.13 | $ 0.14 | $ (0.65) | $ (2.60) | $ (14.10) | $ (14.91) |
Net (loss)/income per share attributable to Class A, Class B and Class C common stockholders, dilutive (in dollars per share) | $ (0.12) | $ 0.02 | $ (3.22) | $ (0.11) | $ (14.98) | $ 0.12 | $ 0.13 | $ (0.65) | $ (2.60) | $ (14.10) | $ (14.91) |