Cover
Cover | 3 Months Ended |
Mar. 31, 2022shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Mar. 31, 2022 |
Document Transition Report | false |
Entity File Number | 001-40393 |
Entity Registrant Name | SQUARESPACE, INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 20-0375811 |
Entity Address, Address Line One | 225 Varick Street |
Entity Address, Address Line Two | 12th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10014 |
City Area Code | 646 |
Local Phone Number | 580-3456 |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share |
Trading Symbol | SQSP |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Small Business | false |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Amendment Flag | false |
Entity Central Index Key | 0001496963 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q1 |
Class A Common Stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 91,562,991 |
Class B Common Stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 48,344,755 |
Class C Common Stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 230,492 | $ 203,247 |
Restricted cash | 40,384 | 30,433 |
Investment in marketable securities | 27,891 | 31,456 |
Accounts receivable, net | 8,353 | 7,969 |
Due from vendors | 2,805 | 1,828 |
Prepaid expenses and other current assets | 27,376 | 67,099 |
Total current assets | 337,301 | 342,032 |
Property and equipment, net | 53,190 | 52,839 |
Operating lease right-of-use assets | 99,262 | |
Goodwill | 435,601 | 435,601 |
Intangible assets, net | 55,494 | 60,138 |
Other assets | 9,566 | 8,939 |
Total assets | 990,414 | 899,549 |
Current liabilities: | ||
Accounts payable | 19,641 | 26,533 |
Accrued liabilities | 107,351 | 60,861 |
Deferred revenue | 254,140 | 233,999 |
Funds payable to customers | 40,985 | 30,137 |
Debt, current portion | 19,933 | 13,586 |
Deferred rent and lease incentives, current portion | 0 | 2,095 |
Operating lease liabilities, current portion | 10,103 | |
Total current liabilities | 452,153 | 367,211 |
Debt, non-current portion | 503,525 | 513,047 |
Deferred rent and lease incentives, non-current portion | 0 | 32,348 |
Operating lease liabilities, non-current portion | 121,258 | |
Other liabilities | 3,167 | 422 |
Total liabilities | 1,080,103 | 913,028 |
Commitments and contingencies (see Note 11) | ||
Redeemable convertible preferred stock, par value of $0.0001; zero shares authorized as of March 31, 2022 and December 31, 2021, respectively; zero shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 0 | 0 |
Preferred stock, par value of $0.0001; 100,000,000 authorized as of March 31, 2022 and December 31, 2021, respectively; zero shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 0 | 0 |
Stockholders’ deficit: | ||
Additional paid in capital | 929,199 | 911,570 |
Accumulated other comprehensive loss | (1,187) | (208) |
Accumulated deficit | (1,017,715) | (924,855) |
Total stockholders’ deficit | (89,689) | (13,479) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 990,414 | 899,549 |
Class A common stock, par value of $0.0001; 1,000,000,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively; 91,562,991 and 90,826,625 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | ||
Stockholders’ deficit: | ||
Common stock | 9 | 9 |
Class B common stock, par value of $0.0001; 100,000,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively; 48,344,755 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | ||
Stockholders’ deficit: | ||
Common stock | 5 | 5 |
Class C common stock (authorized March 15, 2021), par value of $0.0001; zero shares authorized as of March 31, 2022 and December 31, 2021, respectively; zero shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | ||
Stockholders’ deficit: | ||
Common stock | 0 | 0 |
Class C common stock (authorized May 10, 2021), par value of $0.0001; 1,000,000,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively; zero shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | ||
Stockholders’ deficit: | ||
Common stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, authorized (in shares) | 0 | 0 |
Redeemable convertible preferred stock, issued (in shares) | 0 | 0 |
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 0 |
Preferred stock, par value (In USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized (in shares) | 100,000,000 | 100,000,000 |
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 shares authorized as of March 31, 2022 and December 31, 2021, respectively; 91,562,991 and 90,826,625 shares issued and outstanding as of March 31, 2022 and December 31, 2021, 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) | 91,562,991 | 90,826,625 |
Common stock, outstanding (in shares) | 91,562,991 | 90,826,625 |
Class B common stock, par value of $0.0001; 100,000,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively; 48,344,755 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 48,344,755 | 48,344,755 |
Common stock, outstanding (in shares) | 48,344,755 | 48,344,755 |
Class C common stock (authorized March 15, 2021), par value of $0.0001; zero shares authorized as of March 31, 2022 and December 31, 2021, respectively; zero shares issued and outstanding as of March 31, 2022 and December 31, 2021, 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 shares authorized as of March 31, 2022 and December 31, 2021, respectively; zero shares issued and outstanding as of March 31, 2022 and December 31, 2021, 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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 207,762 | $ 179,646 |
Cost of revenue | 36,649 | 27,408 |
Gross profit | 171,113 | 152,238 |
Operating expenses: | ||
Research and product development | 57,328 | 42,011 |
Marketing and sales | 112,906 | 97,972 |
General and administrative | 35,981 | 19,516 |
Total operating expenses | 206,215 | 159,499 |
Operating loss | (35,102) | (7,261) |
Interest expense | (2,449) | (3,260) |
Other income, net | 1,511 | 3,593 |
Loss before (provision for)/benefit from income taxes | (36,040) | (6,928) |
(Provision for)/benefit from income taxes | (56,820) | 5,782 |
Net loss | (92,860) | (1,146) |
Less: accretion of redeemable convertible preferred stock to redemption value | 0 | (969) |
Net loss attributable to Class A, Class B and Class C common stockholders, basic | (92,860) | (2,115) |
Net loss attributable to Class A, Class B and Class C common stockholders, diluted | $ (92,860) | $ (2,115) |
Net loss per share attributable to Class A, Class B and Class C common stockholders, basic (in dollars per share) | $ (0.67) | $ (0.11) |
Net loss per share attributable to Class A, Class B and Class C common stockholders, diluted (in dollars per share) | $ (0.67) | $ (0.11) |
Weighted-average shares used in computing net loss per share attributable to Class A, Class B and Class C common stockholders, basic (in shares) | 139,423,228 | 19,012,323 |
Weighted-average shares used in computing net loss per share attributable to Class A, Class B and Class C common stockholders, diluted (in shares) | 139,423,228 | 19,012,323 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (92,860) | $ (1,146) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (801) | (1,282) |
Unrealized loss on marketable securities, net of income taxes | (178) | (45) |
Total other comprehensive loss | (979) | (1,327) |
Total comprehensive loss | $ (93,839) | $ (2,473) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | Common StockClass C Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Temporary equity, beginning balance (in shares) at Dec. 31, 2020 | 104,446,332 | ||||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 131,390 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Accretion of redeemable convertible preferred stock | $ 969 | ||||||
Temporary equity, ending balance (in shares) at Mar. 31, 2021 | 104,446,332 | ||||||
Temporary equity, ending balance at Mar. 31, 2021 | $ 132,359 | ||||||
Beginning balance (in shares) at Dec. 31, 2020 | 8,903,770 | 14,368,532 | 0 | ||||
Beginning balance at Dec. 31, 2020 | (664,206) | $ 1 | $ 1 | $ 0 | $ 9,043 | $ 2,455 | $ (675,706) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 9,873 | 9,873 | |||||
Stock option exercises (in shares) | 900,476 | ||||||
Stock option exercises | 707 | 707 | |||||
Vested RSUs converted to common shares (in shares) | 525,920 | ||||||
Repurchase of Class A common stock and retirement (in shares) | (270,089) | ||||||
Repurchase of Class A common stock and retirement | (13,416) | (13,416) | |||||
Issuance of Class C common stock, net of issuance costs (in shares) | 4,452,023 | ||||||
Issuance of Class C common stock, net of issuance costs | 304,409 | 304,409 | |||||
Issuance of Class C common stock for acquisition (in shares) | 2,750,330 | ||||||
Issuance of Class C common stock for acquisition | 188,179 | $ 1 | 188,178 | ||||
Accretion of redeemable convertible preferred stock | (969) | (969) | |||||
Net loss | (1,146) | (1,146) | |||||
Total other comprehensive loss, net of taxes | (1,327) | (1,327) | |||||
Ending balance (in shares) at Mar. 31, 2021 | 9,159,601 | 15,269,008 | 7,202,353 | ||||
Ending balance at Mar. 31, 2021 | $ (177,896) | $ 1 | $ 1 | $ 1 | 497,825 | 1,128 | (676,852) |
Temporary equity, beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||
Temporary equity, beginning balance at Dec. 31, 2021 | $ 0 | ||||||
Temporary equity, ending balance (in shares) at Mar. 31, 2022 | 0 | ||||||
Temporary equity, ending balance at Mar. 31, 2022 | $ 0 | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 90,826,625 | 48,344,755 | 0 | ||||
Beginning balance at Dec. 31, 2021 | (13,479) | $ 9 | $ 5 | $ 0 | 911,570 | (208) | (924,855) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 24,160 | 24,160 | |||||
Stock option exercises (in shares) | 343,687 | ||||||
Stock option exercises | 1,141 | 1,141 | |||||
Vested RSUs converted to common shares (in shares) | 680,134 | ||||||
Repurchase of Class A common stock and retirement (in shares) | (287,455) | ||||||
Repurchase of Class A common stock and retirement | (7,672) | (7,672) | |||||
Net loss | (92,860) | (92,860) | |||||
Total other comprehensive loss, net of taxes | (979) | (979) | |||||
Ending balance (in shares) at Mar. 31, 2022 | 91,562,991 | 48,344,755 | 0 | ||||
Ending balance at Mar. 31, 2022 | $ (89,689) | $ 9 | $ 5 | $ 0 | $ 929,199 | $ (1,187) | $ (1,017,715) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | |
OPERATING ACTIVITIES: | ||
Net loss | $ (92,860) | $ (1,146) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 8,058 | 8,506 |
Stock-based compensation | 24,097 | 9,852 |
Non-cash lease expense | 328 | 0 |
Other | 261 | 282 |
Changes in operating assets and liabilities: | ||
Accounts receivable and due from vendors | (1,361) | (706) |
Prepaid expenses and other current assets | 31,896 | (8,190) |
Accounts payable and accrued liabilities | 42,220 | 20,971 |
Deferred revenue | 21,538 | 20,441 |
Funds payable to customers | 10,847 | 0 |
Other operating assets and liabilities | 2,246 | 121 |
Net cash provided by operating activities | 47,270 | 50,131 |
INVESTING ACTIVITIES: | ||
Proceeds from the sale and maturities of marketable securities | 7,340 | 7,105 |
Purchases of marketable securities | (4,027) | (1,197) |
Purchase of property and equipment | (3,359) | (657) |
Cash paid for acquisitions, net of acquired cash | 0 | (200,903) |
Net cash used in investing activities | (46) | (195,652) |
FINANCING ACTIVITIES: | ||
Principal payments on debt | (3,396) | (3,396) |
Taxes paid related to net share settlement of equity awards | (7,556) | (13,416) |
Proceeds from exercise of stock options | 1,141 | 707 |
Proceeds from issuance of Class C (authorized on March 15, 2021) common stock, net of issuance costs | 0 | 304,409 |
Net cash (used in)/provided by financing activities | (9,811) | 288,304 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (217) | (324) |
Net increase in cash, cash equivalents, and restricted cash | 37,196 | 142,459 |
Cash, cash equivalents, and restricted cash at the beginning of the period | 233,680 | 57,891 |
Cash, cash equivalents, and restricted cash at the end of the period | 270,876 | 200,350 |
Reconciliation of cash, cash equivalents, and restricted cash: | ||
Cash and cash equivalents | 230,492 | 183,339 |
Restricted cash | 40,384 | 17,011 |
Cash, cash equivalents, and restricted cash at the end of the period | 270,876 | 200,350 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW | ||
Cash paid during the year for interest | 2,149 | 3,064 |
Cash paid/(refunded) during the year for income taxes | 1 | (22) |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCE ACTIVITIES | ||
Purchases of property and equipment included in accounts payable and accrued liabilities | 1,332 | 671 |
Capitalized stock-based compensation | 63 | 21 |
Accrued taxes related to net share settlement of equity awards included in accrued liabilities | 116 | 0 |
Issuance of Class C (authorized on March 15, 2021) common stock for acquisition | $ 0 | $ 188,179 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
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 an 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, NY, with additional offices in Portland, OR, Chicago, IL, and Dublin, Ireland. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s condensed consolidated financial statements may not be comparable to financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the Company’s total annual gross revenue is at least $1,070,000, (ii) the last day of the fiscal year following the fifth anniversary of the completion of the Direct Listing, as discussed below, (iii) the date on which the Company issued more than $1,000,000 in non-convertible debt securities during the prior three-year period, or (iv) the date on which the Company becomes a large accelerated filer. Acquisition of Tock, Inc. On March 31, 2021, the Company acquired all of the equity interests in Tock, Inc. (“Tock”), a reservation platform for prepaid reservations, access to restaurant management data, and other customization features, for a total consideration of $425,710. 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”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The Company’s condensed consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission. The condensed balance sheet data as of December 31, 2021 was derived from the Company's audited financial statements but does not include all disclosures required by U.S. GAAP. Therefore, these unaudited, condensed, consolidated financial statements and accompanying notes should be read in conjunction with the Company's annual consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K filed with the SEC on March 7, 2022. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. 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, and indirect tax 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 recognition, measurement and valuation of current and deferred income taxes. The Company evaluates its assumptions and estimates on an ongoing basis and adjusts prospectively, if necessary. COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel coronavirus ("COVID-19") a pandemic. The COVID-19 pandemic has created, and may continue to create, significant uncertainty in macroeconomic conditions. The countries in which the Company operates have begun easing initial measures to control the spread of COVID-19. However, the Company is not able to estimate the impact that COVID-19 will continue to have on worldwide economic activity or the Company’s results of operations, financial condition, or liquidity. As of March 31, 2022, the Company has not experienced a materially adverse impact from COVID-19. The Company continues to assess the potential impacts of COVID-19 and the measures taken by governments, businesses and other organizations in response to COVID-19 as information becomes available. Concentration of Risks Related to Credit, Interest Rates and Foreign Currencies The Company is subject to credit risk, interest rate risk on any indebtedness the Company would potentially incur, market risk on investments and foreign currency risk in connection with the Company’s operations internationally. 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 March 31, 2022 and December 31, 2021, no single customer accounted for more than 10% of the Company’s accounts receivable. Additionally, no single customer accounted for more than 10% of the Company’s revenue during the three months ended March 31, 2022 and 2021. 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 the Company's international subsidiaries. Cash and Cash Equivalents Cash and cash equivalents are stated at fair value. The Company considers all highly liquid investments purchased with an original maturity date of 90 days or less from the date of original purchase to be cash equivalents. Restricted Cash and Payment Processing Transactions As a result of the acquisition of Tock, the Company processes certain payments and holds funds on behalf of its restaurant customers consisting of diner prepayments for restaurant reservations as well as to-go orders. While the Company does not have any contractual obligations to hold such cash as restricted, the diner prepayments and associated sales tax are included in restricted cash in the condensed consolidated balance sheet as of March 31, 2022 and 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 condensed consolidated balance sheet as of March 31, 2022 and 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 condensed consolidated balance sheet as of March 31, 2022 and December 31, 2021. The following table represents the assets and liabilities related to payment processing transactions: March 31, 2022 December 31, 2021 Restricted cash $ 40,384 $ 30,433 Due from vendors 2,805 1,828 Total payment processing assets 43,189 32,261 Funds payable to customers (40,985) (30,137) Sales tax payable (2,204) (2,124) Total payment processing liabilities (43,189) (32,261) Total payment processing transactions, net $ — $ — See “Note 4. Acquisitions” for further information on the acquisition of Tock. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement, 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. Business Combinations The Company evaluates acquisitions to determine whether it is a business combination or an asset acquisition. The Company accounts for business combinations under the acquisition method of accounting. The Company includes the results of operations of acquired businesses in its condensed consolidated financial statements as of the respective dates of acquisition. The purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill. Critical estimates used in valuing certain acquired intangible assets include, but are not limited to, future expected cash flows (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. Any 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. Intangible Assets The Company’s intangible assets are finite-lived and are amortized on a straight-line basis over their estimated remaining life, which is aligned to the economic benefit of the asset. Leases ASC Topic 842, Leases The Company adopted ASC Topic 842, Leases, as of January 1, 2022. The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement conveys the right to control the use of an identified asset. The Company classifies, measures and recognizes a lease liability on the lease commencement date based on the present value of lease payments over the remaining lease term. As of March 31, 2022, the Company's leases are classified as operating leases. The Company uses an estimated incremental borrowing rate based on information available at the lease commencement date in determining the present value of future payments as the rate implicit in the lease is not generally known. The incremental borrowing rate is based on the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Operating right-of-use assets related to operating lease liabilities equal the amount of the initial measurement of the lease liability adjusted for any initial direct costs, prepaid rent and lease incentives received. Lease terms that are used in determining operating lease liabilities at lease inception may include options to extend or terminate the leases and when it is reasonably certain that the Company will exercise such options. Operating lease expense is recorded on a straight-line basis over the lease term. The straight-line expense is allocated within the condensed consolidated statement of operations based on departmental employee headcount. Variable lease costs are recognized as incurred and allocated within the condensed consolidated statement of operations based on departmental employee headcount. The Company has applied practical expedients for lease agreements with lease and non-lease components, and in such cases, accounts for the components as a single lease component. The Company has also elected not to recognize operating right-of-use assets and operating lease liabilities for any lease with an original lease term of less than one year. Operating lease right-of-use assets are included in non-current assets on the condensed consolidated balance sheets for the entire lease term. The Company includes the portion of the total lease payments, net of implicit interest, that are due in the next 12 months in current liabilities and the remaining portion in non-current liabilities on the condensed consolidated balance sheets. The difference between straight-line lease expense and the cash paid for leases is included as non-cash lease expense in the adjustments to reconcile net loss to net cash provided by operating activities on the condensed consolidated statements of cash flows. ASC Topic 840, Leases The Company categorized 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, NY. As of December 31, 2021, the Company also had office leases in Portland, OR, Los Angeles, CA, Chicago, IL, and Dublin, Ireland, all of which included varying commencement and expiration dates.The Company recognized rent expense on a straight-line basis over the lease period and accrued for rent expense as incurred, but not paid. Any related lease incentives were recorded as a reduction in rent expense on a straight-line basis over the lease term. The Company classified deferred rent and lease incentives as current based on the rent expense that would have been recognized during the succeeding twelve-month period from the balance sheet date. All other deferred rent and lease incentives were recorded as non-current in the condensed consolidated balance sheets. The Company recognized any sublease rental income on a straight-line basis as an offset to rent expense. Net Loss Per Share Attributable to Class A, Class B and Class C Common Stockholders The Company calculates net loss per share attributable to Class A, Class B and Class C common stockholders using the two-class method required for companies with participating securities. The Company considers redeemable convertible preferred stock to be participating securities as holders of such securities have non-forfeitable dividend rights in the event of the Company’s declaration of a dividend for shares of Class A, Class B and Class C common stock. During periods when the Company is in a net loss position, the net loss attributable to Class A, Class B and Class C common stockholders is not allocated to the redeemable convertible preferred stock and unvested Class A, Class B and Class C common stock under the two-class method as these securities do not have a contractual obligation to share in the Company’s losses. Payment in excess of the carrying value on the redemption of redeemable convertible preferred stock represents a deemed dividend to the redeemable convertible preferred stockholder. Accordingly, the difference between the amount paid upon redemption and the carrying value of the redeemable convertible preferred stock is deducted from (if a premium) or added to (if a discount) net income to arrive at net loss available to Class A, Class B and Class C common stockholders. Distributed and undistributed earnings allocated to participating securities are subtracted from net loss in determining net loss attributable to Class A, Class B and Class C common stockholders. Basic net loss per share is computed by dividing net loss attributable to Class A, Class B and Class C common stockholders by the weighted-average number of shares of the Company’s Class A, Class B and Class C common stock outstanding. The diluted net loss per share attributable to Class A, Class B and Class C common stockholders is computed by giving effect to all dilutive securities. Diluted net loss per share attributable to Class A, Class B and Class C common stockholders is computed by dividing the resulting net loss attributable to Class A, Class B and Class C common stockholders by the weighted-average number of fully diluted Class A, Class B and Class C common shares outstanding. The Company used the if-converted method as though the conversion, exchange or vesting, respectively, had occurred as of the beginning of the period or the original date of issuance, if later. During periods when there is a net loss attributable to Class A, Class B and Class C common stockholders, potentially dilutive Class A, Class B and Class C common stock equivalents are excluded from the calculation of diluted net loss per share attributable to Class A, Class B and Class C common stockholders as their effect is anti-dilutive. If the effect of a conversion of an instrument is neutral to earnings per share, the Company considers the security to be dilutive. Recently Issued Accounting Pronouncements Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. See “Note 1. Description of Business” for further information on the Company's status as an emerging growth company. Accounting Pronouncements Recently Adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 condensed 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 adopted this standard as of January 1, 2022 using the modified retrospective approach. Pursuant to the practical expedients, the Company has elected not to reassess: (i) whether expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or, (iii) initial direct costs for any existing leases. The Company recognized $100,998 of operating lease right-of-use assets and $127,009 of operating lease liabilities on its condensed consolidated balance sheet as of January 1, 2022 with the difference being primarily adjustments for deferred rent and remaining lease incentive balances. The adoption of this standard did not have a material impact on the Company’s condensed consolidated statement of operations. See "Note 12. Leases" for further information. 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 requires 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 adopted this standard as of January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), 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 adopted this standard as of January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes ("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 adopted this standard as of January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Pronouncements Pending Adoption In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASC 2021-08"). This standard requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. ASU 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 condensed consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company primarily derives revenue from annual and monthly subscriptions. Revenue is also derived from non-subscription services, including fixed percentages or fixed-fees earned on revenue share arrangements with third-parties and on sales made through our customers’ sites. The Company has disaggregated revenue from contracts with customers by product type, subscription type, revenue recognition pattern, and geography as these categories depict the nature, amount, timing and uncertainty of revenue and how cash flows are affected by economic factors. The Company disaggregates revenue by product type as follows: Presence Presence revenue primarily consists of fixed-fee subscriptions to the Company’s plans that offer core platform functionalities, currently branded “Personal” and “Business” plans. Presence revenue also consists of fixed-fee subscriptions related to additional entry points for starting online such as domain managed services and social media stories. Additionally, presence revenue is derived from third-party solutions related to email services and access to third-party content to enhance online presence. For customers in need of a larger scale solution, the Company has an enterprise offering, and revenue is recognized over the life of the contract. Commerce Commerce revenue primarily consists of fixed-fee subscriptions to the Company’s plans that offer all the features of presence plans 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 gross merchandise value ("GMV") processed through Business plan sites and certain hospitality offerings. Commerce revenue also includes payment processing fees received in exchange for use of the Company’s hospitality services. Revenue by Product Type, Subscription Type and Revenue Recognition Pattern The following tables summarize revenue by product type, subscription type, and revenue recognition pattern for the periods presented: Three Months Ended March 31, 2022 Presence Commerce Total Subscription revenue Transferred over time $ 139,776 $ 47,055 $ 186,831 Transferred at a point in time 3,658 — 3,658 Non-subscription revenue Transferred over time 398 846 1,244 Transferred at a point in time 113 15,916 16,029 Total revenue $ 143,945 $ 63,817 $ 207,762 Three Months Ended March 31, 2021 Presence Commerce Total Subscription revenue Transferred over time $ 129,131 $ 37,254 $ 166,385 Transferred at a point in time 2,851 — 2,851 Non-subscription revenue Transferred over time 575 72 647 Transferred at a point in time 314 9,449 9,763 Total revenue $ 132,871 $ 46,775 $ 179,646 Revenue by Geography Revenue by geography is based on the customer’s self-reported country identifier or, if not available, the billing address or IP address, and was as follows: Three Months Ended March 31, 2022 2021 United States $ 146,819 $ 127,043 International 60,943 52,603 Total revenue $ 207,762 $ 179,646 During the three months ended September 30, 2021, the Company identified certain revenues which should have been classified as international revenues during the first and second quarter. Accordingly, in the third quarter of 2021, the Company reclassified approximately $4,101 related to the first quarter out of United States and into international revenue. Using the updated classification, the international revenue for the three months ended March 31, 2021 would have been $56,704. Further, the United States revenue for the three months ended March 31, 2021 would have been $122,942. No amounts were reclassified related to 2022. Currently no individual country contributes greater than 10% of total International revenue. Deferred Revenue The deferred revenue balance as of March 31, 2022 and December 31, 2021 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 not material. 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 $108,622 and $96,655 of revenues recognized during the three months ended March 31, 2022 and 2021, respectively. Capitalized Contract Costs Assets capitalized related to contract costs consisted of the following: March 31, 2022 December 31, 2021 Capitalized referral fees, current $ 5,147 $ 4,813 Capitalized referral fees, non-current 7,749 7,713 Capitalized app fees, current 1,080 1,202 Sales commissions, current 308 221 Sales commissions, non-current 155 131 Total capitalized contract costs $ 14,439 $ 14,080 Amortization of capitalized contract costs were $2,629 and $1,902 for the three months ended March 31, 2022 and 2021, respectively, and were included in marketing and sales in the condensed consolidated statements of operations. There were no impairment charges recognized related to capitalized contract costs for the three months ended March 31, 2022 and 2021. 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 March 31, 2022 and December 31, 2021, obligations for refunds were $375 and $506, respectively, and are included in accrued liabilities in the condensed consolidated balance sheet. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions The Company did not acquire any businesses during the three months ended March 31, 2022. 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 Company has finalized the purchase accounting, including the identification and allocation of consideration to assets acquired, and the purchase price allocation as of March 31, 2022. Goodwill associated with the acquisition of Tock is not amortizable for tax purposes. The following table sets forth the 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) Less: Consideration remaining to be paid as of March 31, 2021 (1,267) Cash paid for acquisitions, net of acquired cash $ 200,903 |
Investment in Marketable Securi
Investment in Marketable Securities | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 Amortized Gross Unrealized Gains Gross Unrealized Losses Aggregate Fair Value Corporate bonds and commercial paper $ 16,949 $ — $ (85) $ 16,864 Asset backed securities 2,138 — (14) 2,124 U.S. treasuries 9,020 — (117) 8,903 Total investment in marketable securities $ 28,107 $ — $ (216) $ 27,891 December 31, 2021 Amortized 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 The Company did not have any AFS marketable securities that were in an unrealized loss position for more than 12 months as of March 31, 2022 and December 31, 2021. The Company recognized unrealized losses of $178 and $45 with respect to its AFS securities during the three months ended March 31, 2022 and 2021, respectively. The unrealized losses were due to changes in market rates and the Company has determined the losses are temporary in nature. These unrealized losses were classified in accumulated other comprehensive loss in the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. The Company reviews AFS marketable securities on a recurring basis to evaluate whether or not any securities have experienced an other-than-temporary decline in fair value. Some factors considered in establishing an expected credit loss on AFS marketable securities are the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer, the Company's intent to sell, and whether it is more likely than not the Company will be required to sell the investment before recovery of the investments amortized cost basis. The Company does not have any AFS securities for which an expected credit loss has been recorded as the Company's AFS securities with an amortized cost basis lower than fair value are not considered other-than-temporary declines in fair value. In the instance that the Company has AFS securities at an amortized cost basis lower than fair value, the Company does not intend to sell, nor is it more-likely-than not the Company would be required to sell, the AFS security prior to recovery. The contractual maturities of the investments classified as marketable securities were as follows: March 31, 2022 December 31, 2021 Due within 1 year $ 20,902 $ 19,248 Due in 1 year through 5 years 6,989 12,208 Total investment in marketable securities $ 27,891 $ 31,456 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 84,920 $ — $ — $ 84,920 Available-for-sale debt securities Corporate bonds and commercial paper — 16,864 — 16,864 Asset backed securities — 2,124 — 2,124 U.S. treasuries 8,903 — — 8,903 Total $ 93,823 $ 18,988 $ — $ 112,811 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 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 | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 December 31, 2021 Prepaid advertising expenses $ 3,849 $ 16,236 Prepaid income taxes 393 22,032 Prepaid operational expenses 12,247 12,301 Receivables for leasehold improvements — 5,186 Prepaid referrals, current 5,147 4,813 Other current assets 5,740 6,531 Total prepaid expenses and other current assets $ 27,376 $ 67,099 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following: March 31, 2022 December 31, 2021 Accrued marketing expenses $ 31,328 $ 23,042 Accrued indirect taxes 21,934 19,565 Accrued income taxes 32,415 — Accrued leasehold improvement expenditures 439 1,228 Accrued product expenses 4,685 1,359 Accrued payroll expense 4,504 2,900 Other accrued expenses 12,046 12,767 Total accrued liabilities $ 107,351 $ 60,861 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt outstanding as of March 31, 2022 and December 31, 2021 was as follows: March 31, 2022 December 31, 2021 Term Loan $ 526,455 $ 529,852 Less: unamortized original issue discount (2,454) (2,635) Less: unamortized deferred financing costs (543) (584) Less: debt, current (19,933) (13,586) Total debt, non-current $ 503,525 $ 513,047 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”). 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”). 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% as of March 31, 2022. The effective interest rate as of March 31, 2022 was 2.00%. As of March 31, 2022, $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 March 31, 2022 were related to certain of the Company's operating lease agreements for offices that require security deposits in the form of 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 ended December 31, 2020, the Company is required to maintain an indebtedness to consolidated EBITDA ratio of not more than 4.50, tested as of the last day of each fiscal quarter, with a step-down to 4.25 for the fiscal quarters ending March 31, 2022 and June 30, 2022, a further step-down to 4.00 for the fiscal quarters ending September 30, 2022 and December 31, 2022 and a final step-down to 3.75 for the fiscal quarter ending March 31, 2023 and each fiscal quarter thereafter (the “Financial Covenant”), subject to customary equity cure rights. The Financial Covenant is subject to a 0.50 step-up in the event of a material permitted acquisition, which the Company can elect to implement up to two times during the life of the facility. The Company did not elect to implement this step-up as a result of the acquisition of Tock. If the Company is not in compliance with the covenants under the 2020 Credit Agreement or the Company otherwise experiences an event of default, the lenders would be entitled to take various actions, including acceleration of amounts due under the 2020 Credit Agreement. As of March 31, 2022, the Company was in compliance with all applicable covenants, including the Financial Covenant. Consolidated EBITDA is defined in the Credit Agreement as net loss adjusted to exclude interest expense, other income, 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. Scheduled Principal Payments The scheduled principal payments required under the terms of the 2020 Credit Facility were as follows: Year Ending December 31, Amount Remainder of 2022 $ 10,189 2023 40,758 2024 40,758 2025 434,750 Total $ 526,455 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During interim periods, the Company uses the estimated annual effective tax rate approach to determine the (provision for)/benefit from income taxes except for jurisdictions for which a loss is expected for the year and no benefit can be realized for those losses, and the tax effect of discrete items occurring during the period. The estimated annual effective tax rate is based on forecasted annual results which may fluctuate due to significant changes in the forecasted/actual results and any other transaction that results in differing tax treatment. For the three months ended March 31, 2022 and 2021, the Company recorded an income tax expense of $56,820 and an income tax benefit of $5,782 respectively, which resulted in an effective tax rate of 157.7% and (83.5)%, respectively. The Company’s estimated annual effective income tax rate for the three months ended March 31, 2022 differed from the statutory rate of 21% primarily due to an increase in the valuation allowance for deferred tax assets related primarily to the capitalization of research and development expenditures, nondeductible executive compensation, unrecognized tax benefits, and global intangible low-taxed income, partially offset by research and development tax credits, windfall on stock-based compensation, deduction from foreign-derived intangible income and the effect from foreign operations. The provision for income taxes for the three months ended March 31, 2022 also reflects a provision of the Tax Cuts and Jobs Act of 2017 becoming effective as of January 1, 2022 that requires companies to capitalize and amortize research and development expenditures rather than deduct the costs as incurred. Unless the law is changed or repealed, the Company expects our effective tax rate and cash tax payments to change significantly as compared to fiscal 2021. The Company’s estimated annual effective income tax rate for the three months ended March 31, 2021 differed from the statutory rate of 21% primarily due to nondeductible executive compensation, state and local taxes, nondeductible expenses, including the limitation on meals and entertainment expense, partially offset by the impact of windfalls on stock-based compensation and research and development tax credits. As of March 31, 2022, the Company had unrecognized tax benefits of $11,109, of which $2,777 would affect the effective tax rate if recognized and the remainder of $8,332 would not affect the effective tax rate due to the Company's full valuation allowance against all federal, state and foreign deferred tax assets that the Company believes will not be realizable on a more-likely-than-not basis. There were no unrecognized tax benefits as of March 31, 2021. The increase was primarily due to tax positions taken during the current and prior periods. The Company is unable to reasonably estimate the timing of long-term payments or the amount by which the liability will increase or decrease. The Company’s policy is to classify accrued interest and penalties related to unrecognized tax benefits in the (provision for)/benefit from income taxes in the condensed consolidated statement of operations. There were no accrued interest and penalties as of March 31, 2022 and March 31, 2021. The Company’s corporate federal income tax returns for the years ended December 31, 2012 through December 31, 2021 remain subject to examination by the Internal Revenue Service. The Company’s corporate income tax returns for the years ended December 31, 2017 through December 31, 2021 remain subject to examination by taxing authorities in various |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Indirect Taxes The Company is subject to indirect taxation in some, but not all, of the various U.S. states and foreign jurisdictions in which it conducts business. Therefore, the Company has an obligation to charge, collect and remit Value Added Tax (“VAT”) or Goods and Services Tax (“GST”) in connection with certain of its foreign sales transactions and sales and use tax in connection with eligible sales to subscribers in certain U.S. states. On June 21, 2018, the U.S. Supreme Court overturned the physical presence nexus standard and held that states can require remote sellers to collect sales and use tax. In addition, U.S. states and foreign jurisdictions have and continue to enact laws which expand tax collection and remittance obligations of e-commerce platforms. As a result of these rulings, recently enacted laws, and the scope of the Company’s operations, taxing authorities continue to provide regulations that increase the complexity and risks to comply with such laws and could result in substantial liabilities, prospectively as well as retrospectively. Based on the information available, the Company continues to evaluate and assess the jurisdictions in which indirect tax nexus exists and believes that the indirect tax liabilities are adequate and reasonable. However, due to the complexity and uncertainty around the application of these rules by taxing authorities, results may vary materially from the Company’s expectations. The Company had an indirect tax liability of $21,934 and $19,565 as of March 31, 2022 and December 31, 2021, respectively, which is included in accrued liabilities in the condensed 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for its office space with terms ending through 2034. Certain lease agreements include options to extend and/or terminate the lease. The Company's lease agreements do not contain terms and conditions of material restrictions, covenants, or residual value guarantees. Operating lease expenses were $3,853, net of sublease income of $95, for the three months ended March 31, 2022. Variable lease costs, which are comprised primarily of the Company's proportionate share of operating expenses and property taxes, were $346 for the three months ended March 31, 2022. The Company did not record any new operating lease right-of-use assets in exchange for operating lease liabilities during the three months ended March 31, 2022. Cash paid for amounts included in the measurement of operating lease liabilities was $3,528 for the three months ended March 31, 2022. As of March 31, 2022, the Company remeasured the useful life of its operating lease right-of-use asset related to its leased office space in Los Angeles, CA due to ceasing the use of the office space with no expected future benefit. As a result, the Company recorded an additional $258 of operating lease expense during the three months ended March 31, 2022. On March 10, 2022, the Company entered into an agreement to sublease a portion of one of its office spaces in Chicago, IL through the existing termination date of May 30, 2023. The Company expects to receive total lease payments of approximately $409 over the term of the sublease. As of March 31, 2022, the weighted-average remaining lease term for operating leases was approximately 9.0 years and the weighted-average discount rate used in measuring operating lease liabilities was 3.69%. Year Ending December 31, Amount Remainder of 2022 $ 10,021 2023 15,843 2024 16,456 2025 16,843 2026 17,567 Thereafter 79,423 Total operating lease payments 156,153 Less: imputed interest (24,792) Total operating lease liabilities $ 131,361 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
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 Company’s Series A-1 redeemable convertible preferred stock did not have any liquidation preference. The liquidation preferences for Series A-2 and Series B redeemable convertible preferred stock immediately prior to the conversion into common stock were as follows: Liquidation Preferences Issuance Price/Liquidation Preference Per Share Series A-2 $ 31,699 $ 0.81 Series B 34,490 $ 3.17 Total $ 66,189 The redemption value of the redeemable convertible preferred stock immediately prior to the conversion into common stock was as follows: Redemption Value Series A-2 $ 63,462 Series B 68,891 Total redemption value $ 132,353 On May 10, 2021, the Company amended and restated its certificate of incorporation which authorized the board of directors to be able to issue preferred stock in one or more series without stockholder approval, unless required by law or the NYSE. The Company authorized 100,000,000 shares of preferred stock, par value $0.0001 per share. The board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The purpose of authorizing the Company's board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances including possible acquisitions, future financing and other corporate purposes. |
Stockholders_ Deficit
Stockholders’ Deficit | 3 Months Ended |
Mar. 31, 2022 | |
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 shall be entitled to one vote for each share held. Class B Common Stock Each holder of shares of Class B common stock shall be entitled to ten votes for each share held. Each outstanding share of the Company's Class B common stock is convertible into one share of Class A common stock at any time. During the 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 has similar rights as the Company’s Class A common stock and Class B common stock, except the Class C common stock does not have any voting rights. 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 our Class C common stock. The new Class C common stock is not convertible into shares of Class A common stock or shares of Class B common stock and has no voting rights. As of March 31, 2022, the Company has not issued any shares of the new Class C common stock. Dividends The Company shall not declare or pay dividends on Class A common stock, Class B common stock or Class C common stock unless the same dividend or distribution with the same record date and payment dated shall be declared or paid on all shares of Class A, Class B and Class C common stock. During the three months ended March 31, 2022 and 2021, the Company did not declare or pay any dividends. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income/(Loss) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income/(Loss) | Accumulated Other Comprehensive Income/(Loss) Accumulated other comprehensive income/(loss) activity for the three months ended March 31, 2022 and 2021 was as follows: Foreign Currency Translation Adjustments Net Unrealized Losses on Marketable Securities Total Accumulated Other Comprehensive Loss Balance at December 31, 2021 $ (170) $ (38) $ (208) Other comprehensive loss before reclassifications (801) (178) (979) Other comprehensive loss (801) (178) (979) Balance at March 31, 2022 $ (971) $ (216) $ (1,187) Foreign Currency Translation Adjustments Net Unrealized Gains/(Losses) on Marketable Securities Total Accumulated Other Comprehensive Income/(Loss) Balance at December 31, 2020 $ 2,341 $ 114 $ 2,455 Other comprehensive loss before reclassifications (1,282) (45) (1,327) Other comprehensive loss (1,282) (45) (1,327) Balance at March 31, 2021 $ 1,059 $ 69 $ 1,128 Amounts reclassified out of accumulated other comprehensive income, net of taxes, during the three months ended March 31, 2022 and 2021 were not material. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Stock Options Squarespace, Inc. Amended and Restated 2008 Equity Incentive Plan In January 2008, the Company established and approved the Squarespace, Inc. 2008 Equity Incentive Plan which was ratified in 2010 and was subsequently amended and restated in March 2016 (“the 2008 Plan”). Under the 2008 Plan, which covers certain employees and consultants, the Company granted shares of its Class B common stock in the form of stock options. After November 17, 2017, there were no additional grants from the 2008 Plan. Stock options in common stock exercised were 343,687 and 900,476 during the three months ended March 31, 2022 and 2021, respectively. Cash consideration for stock options exercised were $1,141 and $708 during the three months ended March 31, 2022 and 2021, respectively. Restricted Stock Units (RSUs) Squarespace, Inc. 2017 Equity Incentive Plan On November 17, 2017, the Company’s board of directors approved the Squarespace, Inc. 2017 Equity Incentive Plan (“the 2017 Plan”). Under the 2017 Plan, the Company may grant shares of its Class A common stock in the form of RSUs, stock options, stock appreciation rights, performance stock awards and other stock awards. RSUs generally vest over four years and are measured based on the fair market value of the underlying Class A common stock on the date of grant, as determined by the Company’s board of directors. During the three months ended March 31, 2022, there were 680,134 shares that vested under the 2017 plan of which 287,455 shares were reacquired in order to satisfy employee tax obligations. After April 15, 2021, there were no additional grants issued from the 2017 Plan. Squarespace, Inc. 2021 Equity Incentive Plan On March 25, 2021, the Company’s board of directors adopted the Squarespace, Inc. 2021 Equity Incentive Plan (“the 2021 Plan”) which was approved by the stockholders on May 3, 2021 and went into effect on May 9, 2021. Under the 2021 Plan, the Company may grant shares of its Class A common stock in the form of RSUs, stock options, stock appreciation rights, performance stock awards and other stock awards. During the three months ended March 31, 2021, the Company granted 4,518,476 shares of Class A common stock in the form of RSUs under the 2021 Plan. RSUs generally vest over four years and subsequent to the Direct Listing, are measured based on the closing price of our Class A common stock as reported on the date of grant. During the three months ended March 31, 2022, there were no RSUs that vested under the 2021 Plan. Additional Shareholder RSUs During the three months ended March 31, 2021, the Company granted 438,468 shares of Class C common stock in the form of RSUs outside of the 2017 and 2021 Plans. Immediately prior to the registration statement in connection with the Direct Listing being declared effective, shares of Class C common stock automatically converted to Class A common stock. Executive Restricted Stock Grant On August 22, 2017, and subsequently modified on August 24, 2020, the Company granted its Chief Executive Officer ("CEO") 4,460,858 shares of Class B common stock (the “CEO Stock Grant”) that contained a provision that required either (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 before August 22, 2021 or the shares would be forfeited. The Company estimated the fair value of the Class B common stock to be $51.40 per share on the modification date. On May 19, 2021, upon completion of the Direct Listing, 4,460,858 shares of Class B common stock vested in accordance with the CEO Stock Grant Agreement. As a result, the Company recorded stock-based compensation expense of $229,288 in general and administrative expenses in the 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. During the three months ended March 31, 2022, the Company recorded compensation expense of $7,646 related to the Casalena Performance Award in general and administrative expenses in the condensed consolidated statements of operations. Stock-based Compensation The classification of stock-based compensation by line item in the condensed consolidated statement of operations is as follows: Three Months Ended March 31, 2022 2021 Cost of revenue $ 624 $ 275 Research and product development 10,168 6,793 Marketing and sales 1,599 1,172 General and administrative 11,706 1,612 Total stock-based compensation $ 24,097 $ 9,852 The amount above excludes $63 and $21 of stock compensation capitalized as property and equipment, net, for the three months ended March 31, 2022 and 2021, respectively. During April 2022, certain RSUs were modified to allow for accelerated vesting. As a result of these modifications, the Company will record lower stock-based compensation expense of $12,362 through fiscal 2026. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company's Chief Financial Officer was appointed as a member of the board of directors of Avalara, Inc. on August 28, 2021. Transactions between Avalara, Inc. and the Company were not material for the three months ended March 31, 2022. Certain members of Tock's senior management have an ownership in several of the Company's restaurant customers. For the three months ended March 31, 2022, these restaurant customers contributed revenue of $262. As of March 31, 2022, the Company had a liability of $3,030 due to these restaurant customers, which primarily represents diner prepayments and sales tax, and is included in funds due to customers in the condensed consolidated balance sheets. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Class A, Class B and Class C Common Stockholders | 3 Months Ended |
Mar. 31, 2022 | |
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. Each share of Class C common stock was automatically converted into a share of Class A common stock immediately prior to the registration statement in connection with the Direct Listing being declared effective. The following table sets forth the computation of basic and diluted loss per share attributable to Class A, Class B and Class C common stockholders: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (92,860) $ (1,146) Less: accretion of redeemable convertible preferred stock to redemption value — (969) Net loss attributable to Class A, Class B and Class C common stockholders, basic and dilutive $ (92,860) $ (2,115) 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 139,423,228 19,012,323 Net loss per share attributable to Class A, Class B and Class C common stockholders, basic and dilutive $ (0.67) $ (0.11) The following weighted-average outstanding shares of potentially dilutive securities were excluded from the computation of diluted loss per share attributable to Class A, Class B and Class C common stockholders for the periods presented because including them would have been antidilutive: Three Months Ended March 31, 2022 2021 Redeemable convertible preferred stock — 104,446,332 Outstanding stock options 1,553,669 4,324,501 Restricted stock units 9,026,561 5,996,773 Executive restricted stock — 4,460,858 Total 10,580,230 119,228,464 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn May 10, 2022, the board of directors authorized a general share repurchase program of the Company’s Class A common stock of up to $200,000, with no fixed expiration. These Class A common stock repurchases may occur in the open market, through privately negotiated transactions, through block purchases, other purchase techniques including the establishment of one or more plans under Rule 10b5-1 of the Securities Exchange Act of 1934 or by any combination of such methods. The timing and actual amount of shares repurchased will depend on a variety of different factors and may be modified, suspended or terminated at any time at the discretion of the board of directors. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company’s condensed consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission. The condensed balance sheet data as of December 31, 2021 was derived from the Company's audited financial statements but does not include all disclosures required by U.S. GAAP. Therefore, these unaudited, condensed, consolidated financial statements and accompanying notes should be read in conjunction with the Company's annual consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K filed with the SEC on March 7, 2022. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. 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. |
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 internationally. 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 March 31, 2022 and December 31, 2021, no single customer accounted for more than 10% of the Company’s accounts receivable. Additionally, no single customer accounted for more than 10% of the Company’s revenue during the three months ended March 31, 2022 and 2021. 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 the Company's international subsidiaries. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Restricted Cash and Payment Processing Transactions | Restricted Cash and Payment Processing Transactions As a result of the acquisition of Tock, the Company processes certain payments and holds funds on behalf of its restaurant customers consisting of diner prepayments for restaurant reservations as well as to-go orders. While the Company does not have any contractual obligations to hold such cash as restricted, the diner prepayments and associated sales tax are included in restricted cash in the condensed consolidated balance sheet as of March 31, 2022 and December 31, 2021. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement, describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The three-level hierarchy for fair value measurements is defined as follows: Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; and |
Business Combinations | Business Combinations The Company evaluates acquisitions to determine whether it is a business combination or an asset acquisition. The Company accounts for business combinations under the acquisition method of accounting. The Company includes the results of operations of acquired businesses in its condensed consolidated financial statements as of the respective dates of acquisition. The purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill. Critical estimates used in valuing certain acquired intangible assets include, but are not limited to, future expected cash flows (e.g., from customer relationships or technology) and discount rates. |
Goodwill and Intangible Assets | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. The recognition of goodwill represents the strategic and synergistic benefits the Company expects to realize from acquisitions. Goodwill is not amortized to earnings, rather, assessed for impairment annually during the fourth quarter for its single reporting unit. The Company also performs an assessment at other times if events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Intangible Assets The Company’s intangible assets are finite-lived and are amortized on a straight-line basis over their estimated remaining life, which is aligned to the economic benefit of the asset. |
Leases | Leases ASC Topic 842, Leases The Company adopted ASC Topic 842, Leases, as of January 1, 2022. The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement conveys the right to control the use of an identified asset. The Company classifies, measures and recognizes a lease liability on the lease commencement date based on the present value of lease payments over the remaining lease term. As of March 31, 2022, the Company's leases are classified as operating leases. The Company uses an estimated incremental borrowing rate based on information available at the lease commencement date in determining the present value of future payments as the rate implicit in the lease is not generally known. The incremental borrowing rate is based on the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Operating right-of-use assets related to operating lease liabilities equal the amount of the initial measurement of the lease liability adjusted for any initial direct costs, prepaid rent and lease incentives received. Lease terms that are used in determining operating lease liabilities at lease inception may include options to extend or terminate the leases and when it is reasonably certain that the Company will exercise such options. Operating lease expense is recorded on a straight-line basis over the lease term. The straight-line expense is allocated within the condensed consolidated statement of operations based on departmental employee headcount. Variable lease costs are recognized as incurred and allocated within the condensed consolidated statement of operations based on departmental employee headcount. The Company has applied practical expedients for lease agreements with lease and non-lease components, and in such cases, accounts for the components as a single lease component. The Company has also elected not to recognize operating right-of-use assets and operating lease liabilities for any lease with an original lease term of less than one year. Operating lease right-of-use assets are included in non-current assets on the condensed consolidated balance sheets for the entire lease term. The Company includes the portion of the total lease payments, net of implicit interest, that are due in the next 12 months in current liabilities and the remaining portion in non-current liabilities on the condensed consolidated balance sheets. The difference between straight-line lease expense and the cash paid for leases is included as non-cash lease expense in the adjustments to reconcile net loss to net cash provided by operating activities on the condensed consolidated statements of cash flows. ASC Topic 840, Leases The Company categorized 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, NY. As of December 31, 2021, the Company also had office leases in Portland, OR, Los Angeles, CA, Chicago, IL, and Dublin, Ireland, all of which included varying commencement and expiration dates.The Company recognized rent expense on a straight-line basis over the lease period and accrued for rent expense as incurred, but not paid. Any related lease incentives were recorded as a reduction in rent expense on a straight-line basis over the lease term. The Company classified deferred rent and lease incentives as current based on the rent expense that would have been recognized during the succeeding twelve-month period from the balance sheet date. All other deferred rent and lease incentives were recorded as non-current in the condensed consolidated balance sheets. The Company recognized any sublease rental income on a straight-line basis as an offset to rent expense. |
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 calculates net loss per share attributable to Class A, Class B and Class C common stockholders using the two-class method required for companies with participating securities. The Company considers redeemable convertible preferred stock to be participating securities as holders of such securities have non-forfeitable dividend rights in the event of the Company’s declaration of a dividend for shares of Class A, Class B and Class C common stock. During periods when the Company is in a net loss position, the net loss attributable to Class A, Class B and Class C common stockholders is not allocated to the redeemable convertible preferred stock and unvested Class A, Class B and Class C common stock under the two-class method as these securities do not have a contractual obligation to share in the Company’s losses. Payment in excess of the carrying value on the redemption of redeemable convertible preferred stock represents a deemed dividend to the redeemable convertible preferred stockholder. Accordingly, the difference between the amount paid upon redemption and the carrying value of the redeemable convertible preferred stock is deducted from (if a premium) or added to (if a discount) net income to arrive at net loss available to Class A, Class B and Class C common stockholders. Distributed and undistributed earnings allocated to participating securities are subtracted from net loss in determining net loss attributable to Class A, Class B and Class C common stockholders. Basic net loss per share is |
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 February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 condensed 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 adopted this standard as of January 1, 2022 using the modified retrospective approach. Pursuant to the practical expedients, the Company has elected not to reassess: (i) whether expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or, (iii) initial direct costs for any existing leases. The Company recognized $100,998 of operating lease right-of-use assets and $127,009 of operating lease liabilities on its condensed consolidated balance sheet as of January 1, 2022 with the difference being primarily adjustments for deferred rent and remaining lease incentive balances. The adoption of this standard did not have a material impact on the Company’s condensed consolidated statement of operations. See "Note 12. Leases" for further information. 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 requires 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 adopted this standard as of January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), 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 adopted this standard as of January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes ("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 adopted this standard as of January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Pronouncements Pending Adoption In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASC 2021-08"). This standard requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. ASU 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 condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 December 31, 2021 Restricted cash $ 40,384 $ 30,433 Due from vendors 2,805 1,828 Total payment processing assets 43,189 32,261 Funds payable to customers (40,985) (30,137) Sales tax payable (2,204) (2,124) Total payment processing liabilities (43,189) (32,261) Total payment processing transactions, net $ — $ — |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Product Type, Subscription Type and Revenue Recognition Pattern | The following tables summarize revenue by product type, subscription type, and revenue recognition pattern for the periods presented: Three Months Ended March 31, 2022 Presence Commerce Total Subscription revenue Transferred over time $ 139,776 $ 47,055 $ 186,831 Transferred at a point in time 3,658 — 3,658 Non-subscription revenue Transferred over time 398 846 1,244 Transferred at a point in time 113 15,916 16,029 Total revenue $ 143,945 $ 63,817 $ 207,762 Three Months Ended March 31, 2021 Presence Commerce Total Subscription revenue Transferred over time $ 129,131 $ 37,254 $ 166,385 Transferred at a point in time 2,851 — 2,851 Non-subscription revenue Transferred over time 575 72 647 Transferred at a point in time 314 9,449 9,763 Total revenue $ 132,871 $ 46,775 $ 179,646 |
Schedule of Revenue by Geography | Revenue by geography is based on the customer’s self-reported country identifier or, if not available, the billing address or IP address, and was as follows: Three Months Ended March 31, 2022 2021 United States $ 146,819 $ 127,043 International 60,943 52,603 Total revenue $ 207,762 $ 179,646 |
Capitalized Contract Costs | Assets capitalized related to contract costs consisted of the following: March 31, 2022 December 31, 2021 Capitalized referral fees, current $ 5,147 $ 4,813 Capitalized referral fees, non-current 7,749 7,713 Capitalized app fees, current 1,080 1,202 Sales commissions, current 308 221 Sales commissions, non-current 155 131 Total capitalized contract costs $ 14,439 $ 14,080 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation | The following table sets forth the 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) Less: Consideration remaining to be paid as of March 31, 2021 (1,267) Cash paid for acquisitions, net of acquired cash $ 200,903 |
Investment in Marketable Secu_2
Investment in Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 Amortized Gross Unrealized Gains Gross Unrealized Losses Aggregate Fair Value Corporate bonds and commercial paper $ 16,949 $ — $ (85) $ 16,864 Asset backed securities 2,138 — (14) 2,124 U.S. treasuries 9,020 — (117) 8,903 Total investment in marketable securities $ 28,107 $ — $ (216) $ 27,891 December 31, 2021 Amortized 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 |
Schedule of Contractual Maturities | The contractual maturities of the investments classified as marketable securities were as follows: March 31, 2022 December 31, 2021 Due within 1 year $ 20,902 $ 19,248 Due in 1 year through 5 years 6,989 12,208 Total investment in marketable securities $ 27,891 $ 31,456 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 84,920 $ — $ — $ 84,920 Available-for-sale debt securities Corporate bonds and commercial paper — 16,864 — 16,864 Asset backed securities — 2,124 — 2,124 U.S. treasuries 8,903 — — 8,903 Total $ 93,823 $ 18,988 $ — $ 112,811 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 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 December 31, 2021 Prepaid advertising expenses $ 3,849 $ 16,236 Prepaid income taxes 393 22,032 Prepaid operational expenses 12,247 12,301 Receivables for leasehold improvements — 5,186 Prepaid referrals, current 5,147 4,813 Other current assets 5,740 6,531 Total prepaid expenses and other current assets $ 27,376 $ 67,099 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: March 31, 2022 December 31, 2021 Accrued marketing expenses $ 31,328 $ 23,042 Accrued indirect taxes 21,934 19,565 Accrued income taxes 32,415 — Accrued leasehold improvement expenditures 439 1,228 Accrued product expenses 4,685 1,359 Accrued payroll expense 4,504 2,900 Other accrued expenses 12,046 12,767 Total accrued liabilities $ 107,351 $ 60,861 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | Debt outstanding as of March 31, 2022 and December 31, 2021 was as follows: March 31, 2022 December 31, 2021 Term Loan $ 526,455 $ 529,852 Less: unamortized original issue discount (2,454) (2,635) Less: unamortized deferred financing costs (543) (584) Less: debt, current (19,933) (13,586) Total debt, non-current $ 503,525 $ 513,047 |
Schedule of Principal Payments | The scheduled principal payments required under the terms of the 2020 Credit Facility were as follows: Year Ending December 31, Amount Remainder of 2022 $ 10,189 2023 40,758 2024 40,758 2025 434,750 Total $ 526,455 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease Liabilities | As of March 31, 2022, maturities of operating lease liabilities were as follows: Year Ending December 31, Amount Remainder of 2022 $ 10,021 2023 15,843 2024 16,456 2025 16,843 2026 17,567 Thereafter 79,423 Total operating lease payments 156,153 Less: imputed interest (24,792) Total operating lease liabilities $ 131,361 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Temporary Equity | The authorized, issued and outstanding shares of the redeemable convertible preferred stock immediately prior to the conversion into common stock were as follows: Authorized and Originally Issued Shares Outstanding Shares Net Carrying Value A-1 Preferred Stock 57,999,960 54,431,446 $ 5 A-2 Preferred Stock 47,483,380 39,134,868 63,462 B Preferred Stock 12,634,398 10,880,018 68,892 Total 118,117,738 104,446,332 $ 132,359 The Company’s Series A-1 redeemable convertible preferred stock did not have any liquidation preference. The liquidation preferences for Series A-2 and Series B redeemable convertible preferred stock immediately prior to the conversion into common stock were as follows: Liquidation Preferences Issuance Price/Liquidation Preference Per Share Series A-2 $ 31,699 $ 0.81 Series B 34,490 $ 3.17 Total $ 66,189 The redemption value of the redeemable convertible preferred stock immediately prior to the conversion into common stock was as follows: Redemption Value Series A-2 $ 63,462 Series B 68,891 Total redemption value $ 132,353 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income/(Loss) (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income/(Loss) | Accumulated other comprehensive income/(loss) activity for the three months ended March 31, 2022 and 2021 was as follows: Foreign Currency Translation Adjustments Net Unrealized Losses on Marketable Securities Total Accumulated Other Comprehensive Loss Balance at December 31, 2021 $ (170) $ (38) $ (208) Other comprehensive loss before reclassifications (801) (178) (979) Other comprehensive loss (801) (178) (979) Balance at March 31, 2022 $ (971) $ (216) $ (1,187) Foreign Currency Translation Adjustments Net Unrealized Gains/(Losses) on Marketable Securities Total Accumulated Other Comprehensive Income/(Loss) Balance at December 31, 2020 $ 2,341 $ 114 $ 2,455 Other comprehensive loss before reclassifications (1,282) (45) (1,327) Other comprehensive loss (1,282) (45) (1,327) Balance at March 31, 2021 $ 1,059 $ 69 $ 1,128 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation | The classification of stock-based compensation by line item in the condensed consolidated statement of operations is as follows: Three Months Ended March 31, 2022 2021 Cost of revenue $ 624 $ 275 Research and product development 10,168 6,793 Marketing and sales 1,599 1,172 General and administrative 11,706 1,612 Total stock-based compensation $ 24,097 $ 9,852 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Class A, Class B and Class C Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Share | The following table sets forth the computation of basic and diluted loss per share attributable to Class A, Class B and Class C common stockholders: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (92,860) $ (1,146) Less: accretion of redeemable convertible preferred stock to redemption value — (969) Net loss attributable to Class A, Class B and Class C common stockholders, basic and dilutive $ (92,860) $ (2,115) 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 139,423,228 19,012,323 Net loss per share attributable to Class A, Class B and Class C common stockholders, basic and dilutive $ (0.67) $ (0.11) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following weighted-average outstanding shares of potentially dilutive securities were excluded from the computation of diluted loss per share attributable to Class A, Class B and Class C common stockholders for the periods presented because including them would have been antidilutive: Three Months Ended March 31, 2022 2021 Redeemable convertible preferred stock — 104,446,332 Outstanding stock options 1,553,669 4,324,501 Restricted stock units 9,026,561 5,996,773 Executive restricted stock — 4,460,858 Total 10,580,230 119,228,464 |
Description of Business (Detail
Description of Business (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Tock | |
Business Acquisition [Line Items] | |
Consideration transferred | $ 425,710 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)institution | Jan. 01, 2022USD ($) | |
Accounting Policies [Abstract] | ||
Number of financial institutions that hold the company's cash and cash equivalents and marketable securities | institution | 3 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 99,262 | |
Total operating lease liabilities | $ 131,361 | |
Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 100,998 | |
Total operating lease liabilities | $ 127,009 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Assets and Liabilities Related to Payment Processing Transactions (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Restricted cash | $ 40,384 | $ 30,433 |
Due from vendors | 2,805 | 1,828 |
Total payment processing assets | 43,189 | 32,261 |
Funds payable to customers | (40,985) | (30,137) |
Sales tax payable | (2,204) | (2,124) |
Total payment processing liabilities | (43,189) | (32,261) |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 207,762 | $ 179,646 |
Presence | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 143,945 | 132,871 |
Commerce | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 63,817 | 46,775 |
Subscription revenue | Transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 186,831 | 166,385 |
Subscription revenue | Transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,658 | 2,851 |
Subscription revenue | Presence | Transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 139,776 | 129,131 |
Subscription revenue | Presence | Transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,658 | 2,851 |
Subscription revenue | Commerce | Transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 47,055 | 37,254 |
Subscription revenue | Commerce | Transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Non-subscription revenue | Transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,244 | 647 |
Non-subscription revenue | Transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 16,029 | 9,763 |
Non-subscription revenue | Presence | Transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 398 | 575 |
Non-subscription revenue | Presence | Transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 113 | 314 |
Non-subscription revenue | Commerce | Transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 846 | 72 |
Non-subscription revenue | Commerce | Transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 15,916 | $ 9,449 |
Revenue - Revenue by Geography
Revenue - Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 207,762 | $ 179,646 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 146,819 | 122,942 |
United States | Previously Reported | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 127,043 | |
International | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 60,943 | 56,704 |
International | Previously Reported | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 52,603 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Capitalized Contract Cost [Line Items] | |||
Revenue | $ 207,762,000 | $ 179,646,000 | |
Contract with customer, liability, revenues recognized | 108,622,000 | 96,655,000 | |
Capitalized contract cost, amortization | 2,629,000 | 1,902,000 | |
Capitalized contract cost, impairment | 0 | 0 | |
Refund liability | 375,000 | $ 506,000 | |
International | |||
Capitalized Contract Cost [Line Items] | |||
Revenue | 60,943,000 | 56,704,000 | |
International | Revision of Prior Period, Reclassification, Adjustment | |||
Capitalized Contract Cost [Line Items] | |||
Revenue | 4,101,000 | ||
United States | |||
Capitalized Contract Cost [Line Items] | |||
Revenue | $ 146,819,000 | 122,942,000 | |
United States | Revision of Prior Period, Reclassification, Adjustment | |||
Capitalized Contract Cost [Line Items] | |||
Revenue | $ (4,101,000) |
Revenue - Capitalized Contract
Revenue - Capitalized Contract Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, net | $ 14,439 | $ 14,080 |
Prepaid referral fees | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, current | 5,147 | 4,813 |
Capitalized contract cost, noncurrent | 7,749 | 7,713 |
Prepaid app fees | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, current | 1,080 | 1,202 |
Sales commissions | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, current | 308 | 221 |
Capitalized contract cost, noncurrent | $ 155 | $ 131 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - Tock $ in Thousands | Mar. 31, 2021USD ($) |
Business Acquisition [Line Items] | |
Consideration | $ 425,710 |
Cash paid for acquisition | 226,821 |
Equity issued for acquisition | 188,179 |
Working capital adjustment | 10,710 |
Class C Common Stock | |
Business Acquisition [Line Items] | |
Equity issued for acquisition | $ 188,179 |
Acquisitions - Preliminary Purc
Acquisitions - Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 |
Tock | |||||
Goodwill | $ 435,601 | $ 435,601 | |||
Amount | |||||
Cash paid for acquisitions, net of acquired cash | $ 0 | $ 200,903 | |||
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) | ||||
Less: Consideration remaining to be paid as of March 31, 2021 | (1,267) | ||||
Cash paid for acquisitions, net of acquired cash | $ 200,903 | ||||
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 | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | $ 28,107 | $ 31,494 | |
Gross Unrealized Gains | 0 | 2 | |
Gross Unrealized Losses | (216) | (40) | |
Aggregate Fair Value | 27,891 | 31,456 | |
Unrealized gains (losses) on available-for-sale securities | (178) | $ (45) | |
Corporate bonds and commercial paper | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 16,949 | 19,301 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (85) | (14) | |
Aggregate Fair Value | 16,864 | 19,287 | |
Asset backed securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 2,138 | 6,190 | |
Gross Unrealized Gains | 0 | 2 | |
Gross Unrealized Losses | (14) | 0 | |
Aggregate Fair Value | 2,124 | 6,192 | |
U.S. treasuries | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 9,020 | 6,003 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (117) | (26) | |
Aggregate Fair Value | $ 8,903 | $ 5,977 |
Investment in Marketable Secu_4
Investment in Marketable Securities - Contractual Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Due within 1 year | $ 20,902 | $ 19,248 |
Due in 1 year through 5 years | 6,989 | 12,208 |
Total investment in marketable securities | $ 27,891 | $ 31,456 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | $ 27,891 | $ 31,456 |
Total | 112,811 | 112,957 |
Corporate bonds and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 16,864 | 19,287 |
Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 2,124 | 6,192 |
U.S. treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 8,903 | 5,977 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 84,920 | 81,501 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 93,823 | 87,478 |
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 | 8,903 | 5,977 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 84,920 | 81,501 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 18,988 | 25,479 |
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 | 16,864 | 19,287 |
Level 2 | Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 2,124 | 6,192 |
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid advertising expenses | $ 3,849 | $ 16,236 |
Prepaid income taxes | 393 | 22,032 |
Prepaid operational expenses | 12,247 | 12,301 |
Receivables for leasehold improvements | 0 | 5,186 |
Prepaid referrals, current | 5,147 | 4,813 |
Other current assets | 5,740 | 6,531 |
Total prepaid expenses and other current assets | $ 27,376 | $ 67,099 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued marketing expenses | $ 31,328 | $ 23,042 |
Accrued indirect taxes | 21,934 | 19,565 |
Accrued income taxes | 32,415 | 0 |
Accrued leasehold improvement expenditures | 439 | 1,228 |
Accrued product expenses | 4,685 | 1,359 |
Accrued payroll expense | 4,504 | 2,900 |
Other accrued expenses | 12,046 | 12,767 |
Total accrued liabilities | $ 107,351 | $ 60,861 |
Debt - Debt Outstanding (Detail
Debt - Debt Outstanding (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Term Loan | $ 526,455 | $ 529,852 |
Less: unamortized original issue discount | (2,454) | (2,635) |
Less: unamortized deferred financing costs | (543) | (584) |
Less: debt, current | (19,933) | (13,586) |
Total debt, non-current | $ 503,525 | $ 513,047 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022USD ($)time | Dec. 31, 2021 | Dec. 11, 2020USD ($) | Dec. 12, 2019USD ($) | |
2020 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Effective interest rate | 2.00% | |||||||
Debt instrument, covenant, Indebtedness to Consolidated EBITDA ratio | 4.25 | 4.50 | ||||||
Debt instrument, covenant, Indebtedness to Consolidated EBITDA ratio, step-up amount | 0.50 | |||||||
Debt Instrument, covenant, Indebtedness to Consolidated EBITDA ratio, step-up, number of step-ups available | time | 2 | |||||||
2020 Credit Agreement | 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% | |||||||
2020 Credit Agreement | Forecast | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, covenant, Indebtedness to Consolidated EBITDA ratio | 3.75 | 4 | 4 | 4.25 | ||||
Term Loan | 2019 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 350,000 | |||||||
Term Loan | 2020 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 550,000,000 | |||||||
Revolving Credit Facility | 2019 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 25,000 | |||||||
Revolving Credit Facility | 2020 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Remaining borrowing capacity | $ 15,357,000 | |||||||
Revolving Credit Facility | 2020 Credit Agreement | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee percentage | 0.20% | |||||||
Revolving Credit Facility | 2020 Credit Agreement | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee percentage | 0.25% | |||||||
Letter of Credit | 2019 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 15,000 | |||||||
Letter of Credit | 2020 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit outstanding | $ 9,643,000 |
Debt - Scheduled Principal Paym
Debt - Scheduled Principal Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Remainder of 2021 | $ 10,189 | |
2023 | 40,758 | |
2024 | 40,758 | |
2025 | 434,750 | |
Total | $ 526,455 | $ 529,852 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
(Provision for)/benefit from income taxes | $ (56,820,000) | $ 5,782,000 | |
Effective income tax rate, percent | 157.70% | (83.50%) | |
Unrecognized tax benefits | $ 11,109,000 | $ 0 | |
Unrecognized tax benefits that would affect the effective tax rate | 2,777,000 | ||
Unrecognized tax benefits that would not affect the effective tax rate | 8,332,000 | ||
Accrued interest and penalties | $ 0 | $ 0 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Indirect tax liability | $ 21,934 | $ 19,565 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Lessee, Lease, Description [Line Items] | |
Operating lease expenses | $ 3,853 |
Sublease income | 95 |
Variable lease costs | 346 |
Operating lease payments | 3,528 |
Additional operating lease expense recorded | $ 258 |
Operating lease, weighted average remaining lease term | 9 years |
Operating lease, weighted average discount rate | 3.69% |
Illinois | |
Lessee, Lease, Description [Line Items] | |
Sublease income | $ 409 |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 10,021 |
2023 | 15,843 |
2024 | 16,456 |
2025 | 16,843 |
2026 | 17,567 |
Thereafter | 79,423 |
Total operating lease payments | 156,153 |
Less: imputed interest | (24,792) |
Total operating lease liabilities | $ 131,361 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Narrative (Details) - $ / shares | May 19, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | May 10, 2021 |
Temporary Equity [Line Items] | ||||
Preferred stock shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |
Preferred stock, par value (In USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class A Common Stock | Common Stock | ||||
Temporary Equity [Line Items] | ||||
Conversion of convertible preferred stock to Class A and Class B common stock in connection with the direct listing (in shares) | 54,862,435 | |||
Class B Common Stock | Common Stock | ||||
Temporary Equity [Line Items] | ||||
Conversion of convertible preferred stock to Class A and Class B common stock in connection with the direct listing (in shares) | 49,583,897 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Authorized, Issued and Outstanding Shares of Redeemable Preferred Stock (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | May 19, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | |||||
Redeemable convertible preferred stock, authorized (in shares) | 0 | 0 | 118,117,738 | ||
Redeemable convertible preferred stock, issued (in shares) | 0 | 0 | 118,117,738 | ||
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 0 | 104,446,332 | 104,446,332 | 104,446,332 |
Net Carrying Value | $ 0 | $ 0 | $ 132,359 | $ 132,359 | $ 131,390 |
A-1 Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Redeemable convertible preferred stock, authorized (in shares) | 57,999,960 | ||||
Redeemable convertible preferred stock, issued (in shares) | 57,999,960 | ||||
Redeemable convertible preferred stock, outstanding (in shares) | 54,431,446 | ||||
Net Carrying Value | $ 5 | ||||
A-2 Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Redeemable convertible preferred stock, authorized (in shares) | 47,483,380 | ||||
Redeemable convertible preferred stock, issued (in shares) | 47,483,380 | ||||
Redeemable convertible preferred stock, outstanding (in shares) | 39,134,868 | ||||
Net Carrying Value | $ 63,462 | ||||
B Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Redeemable convertible preferred stock, authorized (in shares) | 12,634,398 | ||||
Redeemable convertible preferred stock, issued (in shares) | 12,634,398 | ||||
Redeemable convertible preferred stock, outstanding (in shares) | 10,880,018 | ||||
Net Carrying Value | $ 68,892 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock - Liquidation Preferences (Details) $ / shares in Units, $ in Thousands | May 19, 2021USD ($)$ / shares |
Temporary Equity [Line Items] | |
Liquidation Preferences | $ 66,189 |
A-2 Preferred Stock | |
Temporary Equity [Line Items] | |
Liquidation Preferences | $ 31,699 |
Issuance Price/Liquidation Preference Per Share (in dollars per share) | $ / shares | $ 0.81 |
B Preferred Stock | |
Temporary Equity [Line Items] | |
Liquidation Preferences | $ 34,490 |
Issuance Price/Liquidation Preference Per Share (in dollars per share) | $ / shares | $ 3.17 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Stock - Redemption Value (Details) $ in Thousands | May 19, 2021USD ($) |
Temporary Equity [Line Items] | |
Total redemption value | $ 132,353 |
A-2 Preferred Stock | |
Temporary Equity [Line Items] | |
Total redemption value | 63,462 |
B Preferred Stock | |
Temporary Equity [Line Items] | |
Total redemption value | $ 68,891 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) $ / shares in Units, $ in Thousands | May 19, 2021vote$ / sharesshares | Mar. 31, 2021USD ($)shares | Mar. 15, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)vote$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021$ / sharesshares | May 10, 2021$ / sharesshares |
Class of Stock [Line Items] | |||||||
Proceeds from issuance of Class C (authorized on March 15, 2021) common stock, net of issuance costs | $ | $ 0 | $ 304,409 | |||||
Issuance of Class C common stock for acquisition | $ | $ 188,179 | ||||||
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 | 1,000,000,000 | ||||
Number of votes for each share of common stock | vote | 1 | ||||||
Conversion of Class B common stock into Class A common stock in connection with the direct listing (in shares) | 17,382,845 | ||||||
Conversion of Class C common stock to Class A common stock in connection with the direct listing (in shares) | 7,202,353 | ||||||
Class B Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 | |||||
Number of votes for each share of common stock | vote | 10 | ||||||
Common stock, share conversion ratio | 1 | ||||||
Conversion of Class B common stock into Class A common stock in connection with the direct listing (in shares) | (17,382,845) | ||||||
Class C Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, authorized (in shares) | 7,673,154 | 1,000,000,000 | 1,000,000,000 | 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 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income/(Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ (13,479) | $ (664,206) |
Other comprehensive loss before reclassifications | (979) | (1,327) |
Total other comprehensive loss | (979) | (1,327) |
Ending balance | (89,689) | (177,896) |
Accumulated Other Comprehensive Income (Loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (208) | 2,455 |
Total other comprehensive loss | (979) | (1,327) |
Ending balance | (1,187) | 1,128 |
Foreign Currency Translation Adjustments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (170) | 2,341 |
Other comprehensive loss before reclassifications | (801) | (1,282) |
Total other comprehensive loss | (801) | (1,282) |
Ending balance | (971) | 1,059 |
Net Unrealized Gains/(Losses) on Marketable Securities | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (38) | 114 |
Other comprehensive loss before reclassifications | (178) | (45) |
Total other comprehensive loss | (178) | (45) |
Ending balance | $ (216) | $ 69 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | May 19, 2021shares | Apr. 15, 2021USD ($)dayinstallmenttargettranche$ / sharesshares | Aug. 22, 2017shares | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($)shares | Mar. 31, 2022shares | Dec. 31, 2021USD ($) | Mar. 31, 2022shares | Dec. 31, 2026USD ($) | Aug. 24, 2020$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Proceeds from exercise of stock options | $ | $ 1,141 | $ 707 | ||||||||
Stock-based compensation | $ | 24,097 | 9,852 | ||||||||
Stock compensation capitalized | $ | 63 | 21 | ||||||||
Forecast | Subsequent Event | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Plan modification, lower stock-based compensation expense to be recognized | $ | $ 12,362 | |||||||||
Property and equipment, net | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock compensation capitalized | $ | 63 | 21 | ||||||||
General and administrative | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ | $ 11,706 | $ 1,612 | ||||||||
Restricted stock units | Tock | Class C Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
RSUs granted (in shares) | 438,468 | |||||||||
2008 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock option grants (in shares) | 0 | |||||||||
Stock option exercises (in shares) | 343,687 | 900,476 | ||||||||
Proceeds from exercise of stock options | $ | $ 1,141 | $ 708 | ||||||||
2017 Equity Incentive Plan | Restricted stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period (in years) | 4 years | |||||||||
RSUs vested (in shares) | 680,134 | |||||||||
Reacquired shares in order to satisfy employee tax withholding (in shares) | 287,455 | |||||||||
RSUs granted (in shares) | 0 | |||||||||
2021 Equity Incentive Plan | Restricted stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period (in years) | 4 years | |||||||||
RSUs vested (in shares) | 0 | |||||||||
RSUs granted (in shares) | 4,518,476 | |||||||||
Executive Restricted Stock Grant | Restricted stock | Class B Common Stock | Chief Executive Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
RSUs vested (in shares) | 4,460,858 | |||||||||
RSUs granted (in shares) | 4,460,858 | |||||||||
Share value on modification date (in USD per share) | $ / shares | $ 51.40 | |||||||||
Executive Restricted Stock Grant | Restricted stock | Class B Common Stock | Chief Executive Officer | General and administrative | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ | $ 229,288 | |||||||||
Casalena Performance Award | Chief Executive Officer | General and administrative | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ | $ 7,646 | |||||||||
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) | 2,750,000 | |||||||||
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 | |||||||||
Equity instruments other than options, grant date fair value | $ | $ 83,534 | |||||||||
RSUs granted, weighted average grant date fair value (USD per share) | $ / shares | $ 30.38 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 24,097 | $ 9,852 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 624 | 275 |
Research and product development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 10,168 | 6,793 |
Marketing and sales | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 1,599 | 1,172 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 11,706 | $ 1,612 |
Related Party Transactions (Det
Related Party Transactions (Details) - Senior Management of Acquired Company $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Related Party Transaction [Line Items] | |
Revenue from related parties | $ 262 |
Funds due to customers, related parties | $ 3,030 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Class A, Class B and Class C Common Stockholders - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss | $ (92,860) | $ (1,146) |
Less: accretion of redeemable convertible preferred stock to redemption value | 0 | (969) |
Net loss attributable to Class A, Class B and Class C common stockholders, basic | (92,860) | (2,115) |
Net loss attributable to Class A, Class B and Class C common stockholders, diluted | $ (92,860) | $ (2,115) |
Denominator: | ||
Weighted-average shares used in computing net loss per share attributable to Class A, Class B and Class C common stockholders, basic (in shares) | 139,423,228 | 19,012,323 |
Weighted-average shares used in computing net loss per share attributable to Class A, Class B and Class C common stockholders, diluted (in shares) | 139,423,228 | 19,012,323 |
Net loss per share attributable to Class A, Class B and Class C common stockholders, basic (in dollars per share) | $ (0.67) | $ (0.11) |
Net loss per share attributable to Class A, Class B and Class C common stockholders, diluted (in dollars per share) | $ (0.67) | $ (0.11) |
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 10,580,230 | 119,228,464 |
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 |
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) | 1,553,669 | 4,324,501 |
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) | 9,026,561 | 5,996,773 |
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 |
Subsequent Events (Details)
Subsequent Events (Details) | May 10, 2022USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Share repurchase program, authorized amount (up to) | $ 200,000,000 |